Synopsys(SNPS) - 2025 Q3 - Quarterly Report

PART I. FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) This section presents the unaudited condensed consolidated financial statements, including the balance sheets, statements of income, comprehensive income, stockholders' equity, and cash flows, along with detailed notes explaining significant accounting policies, business acquisitions, revenue recognition, and other financial details for the periods ended July 31, 2025, and October 31, 2024 Condensed Consolidated Balance Sheets The Condensed Consolidated Balance Sheets show a significant increase in total assets and liabilities from October 31, 2024, to July 31, 2025, primarily driven by the acquisition of Ansys, which led to substantial increases in goodwill, intangible assets, and long-term debt Condensed Consolidated Balance Sheets (in thousands) | Metric | July 31, 2025 (in thousands) | October 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------ | | ASSETS | | | | Total current assets | $5,595,628 | $6,469,666 | | Property and equipment, net | $699,688 | $563,006 | | Goodwill | $26,945,723 | $3,448,850 | | Intangible assets, net | $13,079,912 | $195,164 | | Total assets | $48,230,256 | $13,073,561 | | LIABILITIES & EQUITY | | | | Total current liabilities | $3,444,207 | $2,650,120 | | Long-term debt | $14,318,016 | $15,601 | | Total liabilities | $20,616,070 | $4,050,355 | | Total stockholders' equity | $27,614,186 | $8,993,206 | Condensed Consolidated Statements of Income The Condensed Consolidated Statements of Income show revenue growth for both the three and nine months ended July 31, 2025, compared to the prior year. However, net income attributed to Synopsys decreased significantly due to higher cost of revenue, increased operating expenses (especially R&D and G&A), and a substantial rise in interest expense, largely influenced by the Ansys acquisition Condensed Consolidated Statements of Income (in thousands) | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Total revenue | $1,739,737 | $1,525,749 | $4,799,318 | $4,491,450 | | Total cost of revenue | $380,564 | $290,676 | $968,886 | $870,266 | | Gross margin | $1,359,173 | $1,235,073 | $3,830,432 | $3,621,184 | | Total operating expenses | $1,193,904 | $874,862 | $3,036,898 | $2,576,275 | | Operating income | $165,269 | $360,211 | $793,534 | $1,044,909 | | Interest expense | $(146,502) | $(11,742) | $(251,977) | $(20,547) | | Net income attributed to Synopsys | $242,509 | $408,055 | $883,524 | $1,149,274 | | Diluted net income per share | $1.50 | $2.61 | $5.59 | $7.37 | Condensed Consolidated Statements of Comprehensive Income The Condensed Consolidated Statements of Comprehensive Income show a decrease in total comprehensive income for both the three and nine months ended July 31, 2025, compared to the prior year, primarily due to a decrease in net income and a significant deferred loss from cash flow hedges in the nine-month period Condensed Consolidated Statements of Comprehensive Income (in thousands) | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net income | $242,277 | $404,894 | $884,798 | $1,140,190 | | Other comprehensive income (loss), net of tax effects | $8,241 | $7,901 | $(51,515) | $16,302 | | Comprehensive income attributed to Synopsys | $250,750 | $415,956 | $832,009 | $1,165,576 | Condensed Consolidated Statements of Stockholders' Equity The Condensed Consolidated Statements of Stockholders' Equity reflect a substantial increase in total stockholders' equity from October 31, 2024, to July 31, 2025, primarily driven by the issuance of common stock and capital in excess of par value related to the Ansys acquisition, alongside retained earnings from net income Condensed Consolidated Statements of Stockholders' Equity (in thousands) | Metric | July 31, 2025 (in thousands) | October 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------ | | Common Stock | $1,855 | $1,541 | | Capital in excess of par value | $18,549,871 | $1,211,206 | | Retained earnings | $9,866,791 | $8,984,105 | | Treasury stock, at cost | $(572,091) | $(1,025,770) | | Accumulated other comprehensive income (loss) | $(231,895) | $(180,380) | | Total Synopsys stockholders' equity | $27,614,531 | $8,990,702 | - Common stock issued upon the acquisition of Ansys contributed $17,105,538 thousand to capital in excess of par value and common stock amount[19] Condensed Consolidated Statements of Cash Flows The Condensed Consolidated Statements of Cash Flows show a significant increase in cash used in investing activities, primarily due to the Ansys acquisition, which was largely offset by a substantial increase in cash provided by financing activities through debt issuance. Operating cash flows remained positive, with a slight increase year-over-year Condensed Consolidated Statements of Cash Flows (in thousands) | Metric | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Net cash provided by operating activities | $878,870 | $844,211 | | Net cash used in investing activities | $(16,445,686) | $(219,979) | | Net cash provided by (used in) financing activities | $14,191,608 | $(211,391) | | Net change in cash, cash equivalents and restricted cash | $(1,366,559) | $418,299 | | Cash, cash equivalents and restricted cash, end of period | $2,532,170 | $1,859,486 | - Acquisitions, net of cash acquired, resulted in a cash outflow of $16,681,257 thousand for the nine months ended July 31, 2025, primarily due to the Ansys Merger[22] - Proceeds from debt, net of issuance costs, amounted to $14,329,340 thousand for the nine months ended July 31, 2025, funding the Ansys acquisition[22] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements, covering business description, accounting policies, discontinued operations, the Ansys acquisition, revenue breakdown, goodwill and intangible assets, financial instruments, debt, leases, equity, and tax matters Note 1. Description of Business Synopsys is a leader in engineering solutions from silicon to systems, specializing in EDA software, AI-driven chip design, and semiconductor IP. The acquisition of Ansys has expanded its leadership in simulation and analysis (S&A) software, integrating these solutions into its Design Automation segment - Synopsys is a global leader in EDA software, pioneering AI-driven chip design across the full-stack EDA suite[26] - Following the Ansys Merger, Synopsys is the global leader in engineering S&A software, with solutions used across high-tech, aerospace, automotive, and other industries[27] - The company offers a broad portfolio of semiconductor IP solutions, including logic libraries, embedded memories, analog IP, and interface IP, as part of its Design IP segment[28] Note 2. Summary of Significant Accounting Policies and Basis of Presentation This note outlines the basis of financial statement preparation, including the use of estimates and principles of consolidation. It highlights a change in the fiscal year end to October 31, the accounting method for the Ansys acquisition, and an updated revenue recognition policy for S&A software solutions - Synopsys changed its fiscal year end from the Saturday nearest to October 31 to October 31 each year, effective fiscal 2025[32] - The acquisition of Ansys on July 17, 2025, was accounted for using the acquisition method, with Ansys' financial results included prospectively from that date[34][35] - The revenue recognition policy for S&A software solutions was updated, distinguishing between time-based software licenses (upfront products revenue) and support services (maintenance and service revenue), and similarly for perpetual licenses[37] Note 3. Discontinued Operations This note details the sale of the Software Integrity business on September 30, 2024, for an aggregate consideration of $1.65 billion, resulting in a pre-tax gain of $860.5 million. The financial results of this business are presented as income from discontinued operations - Synopsys completed the sale of its Software Integrity business on September 30, 2024, for $1.65 billion[43] - The divestiture resulted in a total pre-tax gain, net of transaction costs, of $860.5 million in fiscal 2024[44] Discontinued Operations (in thousands) | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Revenue | $— | $127,917 | $— | $392,579 | | Income (loss) from discontinued operations, net of income taxes | $— | $(17,813) | $(3,900) | $(13,155) | Note 4. Acquisition of Ansys Synopsys completed the acquisition of Ansys on July 17, 2025, for approximately $34.9 billion, comprising cash and Synopsys common stock. The acquisition aims to combine EDA expertise with S&A capabilities. The purchase price was preliminarily allocated, resulting in significant goodwill and intangible assets. Regulatory divestitures of OSG and PowerArtist RTL business are ongoing - Synopsys acquired Ansys on July 17, 2025, for approximately $34.9 billion, consisting of $17.6 billion in cash and $17.1 billion in Synopsys Common Stock[49] - The acquisition resulted in $23.5 billion in goodwill, primarily attributed to the assembled workforce and anticipated synergies[54][77] Identified Intangible Assets from Ansys Acquisition (in thousands) | Intangible Asset | Fair Value (in thousands) | Useful Lives (in years) | | :------------------------- | :------------------------ | :---------------------- | | Core/developed technologies | $6,500,000 | 6 - 9 | | Customer relationships | $5,100,000 | 9 | | Contract rights intangible | $440,000 | 2 | | Trademarks and trade names | $950,000 | 23 | | Total identified intangible assets | $12,990,000 | | - The Optical Solutions Group (OSG) and Ansys' PowerArtist RTL business were classified as assets held for sale due to regulatory divestitures required for the Ansys Merger[63][65] Note 5. Revenue Revenue is disaggregated by product groups, showing EDA as the largest contributor, followed by Design IP, with Simulation and Analysis revenue introduced post-Ansys merger. Contract balances, including contract assets and deferred revenue, increased significantly, and the backlog stands at $10.1 billion as of July 31, 2025 Revenue by Product Group | Product Group | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Nine Months Ended July 31, 2025 | Nine Months Ended July 31, 2024 | | :-------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | EDA | 68.6 % | 66.9 % | 67.6 % | 66.8 % | | Design IP | 24.6 % | 30.4 % | 28.0 % | 30.9 % | | Simulation and Analysis | 4.5 % | — % | 1.6 % | — % | | Other | 2.3 % | 2.7 % | 2.8 % | 2.3 % | | Total | 100.0 % | 100.0 % | 100.0 % | 100.0 % | Contract Balances (in thousands) | Contract Balance | July 31, 2025 (in thousands) | October 31, 2024 (in thousands) | | :----------------- | :--------------------------- | :---------------------------- | | Contract assets, net | $1,177,744 | $757,075 | | Deferred revenue | $2,374,834 | $1,732,568 | - Contracted but unsatisfied or partially unsatisfied performance obligations (backlog) were approximately $10.1 billion as of July 31, 2025, with 46% expected to be recognized as revenue over the next 12 months[73] Note 6. Goodwill and Intangible Assets Goodwill increased significantly by $23.5 billion, primarily due to the Ansys Merger. The company's intangible assets, including core/developed technology, customer relationships, contract rights, and trademarks, also saw substantial increases in gross carrying amount and associated amortization expense Goodwill and Intangible Assets (in thousands) | Metric | July 31, 2025 (in thousands) | October 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------ | | Goodwill balance | $26,945,723 | $3,448,850 | | Intangible assets, net | $13,079,912 | $195,164 | - The change in goodwill during the nine months ended July 31, 2025, primarily resulted from $23.5 billion related to the Ansys Merger[77] Amortization Expense of Intangible Assets (in thousands) | Intangible Asset | Three Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | | :------------------------- | :---------------------------------------------- | :--------------------------------------------- | | Core/developed technology | $37,357 | $52,883 | | Customer relationships | $26,907 | $34,895 | | Contract rights intangible | $9,011 | $9,741 | | Trademarks and trade names | $1,666 | $1,674 | | Total amortization expense | $74,941 | $99,193 | Note 7. Balance Sheet Components This note provides a detailed breakdown of selected balance sheet components, showing significant increases in other long-term assets (driven by contract assets) and other long-term liabilities (primarily deferred tax liability) from October 31, 2024, to July 31, 2025 Selected Balance Sheet Components (in thousands) | Component | July 31, 2025 (in thousands) | October 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------ | | Other long-term assets: | | | | Deferred compensation plan assets | $426,862 | $386,757 | | Contract assets, net | $355,802 | $— | | Other | $269,640 | $124,142 | | Total other long-term assets | $1,118,876 | $583,700 | | Accounts payable and accrued liabilities: | | | | Payroll and related benefits | $733,539 | $624,823 | | Interest payable | $201,103 | $— | | Total accounts payable and accrued liabilities | $1,283,204 | $1,163,592 | | Other long-term liabilities: | | | | Deferred tax liability | $1,188,824 | $36,557 | | Deferred compensation plan liabilities | $426,862 | $386,757 | | Total other long-term liabilities | $1,797,713 | $469,738 | Note 8. Financial Assets and Liabilities This note details the company's cash equivalents, short-term investments, and restricted cash, along with its use of derivative instruments to hedge foreign currency and interest rate exposures. It highlights the settlement of 2025 Rate Lock Agreements, resulting in a $121.6 million loss deferred in OCI and amortized to interest expense Cash, Cash Equivalents, and Short-Term Investments (in thousands) | Metric | July 31, 2025 (in thousands) | October 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------ | | Cash and cash equivalents | $2,526,475 | $3,896,532 | | Short-term investments | $67,235 | $153,869 | | Total cash, cash equivalents and short-term investments | $2,593,710 | $4,050,401 | | Restricted cash | $5,695 | $2,197 | - Synopsys uses foreign currency forward contracts to hedge exposure to foreign currency rate changes on forecasted transactions and balance sheet positions[84] - In the first quarter of fiscal 2025, Synopsys entered into treasury rate lock agreements to hedge against unfavorable interest rate changes for anticipated debt transactions. These settled in Q2 2025, resulting in a $121.6 million loss recorded in OCI, amortized to interest expense over the debt's life[87][90] Note 9. Fair Value Measurements This note defines the fair value hierarchy (Level 1, 2, and 3) and classifies the company's financial assets and liabilities measured at fair value on a recurring basis. Most cash equivalents, short-term investments, and derivatives are classified within Level 1 or 2, while contingent consideration receivable is Level 3 - Fair value measurements are categorized into Level 1 (quoted prices in active markets), Level 2 (observable inputs other than quoted prices), and Level 3 (unobservable inputs)[97] - Cash equivalents, short-term investments, marketable securities, and non-qualified deferred compensation plan assets are primarily classified within Level 1 or Level 2[99][100] - Foreign currency derivative contracts are classified within Level 2, and contingent consideration receivable from the Software Integrity Divestiture is classified within Level 3[100][102] Note 10. Senior Notes, Bridge Commitment Letter, Term Loan and Revolving Credit Facilities Synopsys issued $10.0 billion in Senior Notes and borrowed $4.3 billion under a Term Loan Agreement, primarily to finance the Ansys Merger. The Bridge Commitment was terminated, and the company maintains an $850.0 million Revolving Credit Facility, with no outstanding balance as of July 31, 2025. The company was in compliance with all debt covenants Debt Instruments (in thousands) | Debt Instrument | Amount (in thousands) | | :----------------------------------- | :-------------------- | | Fixed-rate Senior Notes | $10,000,000 | | Term Loan | $4,300,000 | | Total Senior Notes and Term Loan | $14,205,526 | | Deferred payment on interest rate treasury lock | $121,643 | | Other borrowings | $12,964 | | Total debt | $14,340,133 | - The net proceeds from the Senior Notes and Term Loan were used to fund a portion of the cash consideration for the Ansys Merger, pay related transaction fees, and repay Ansys' outstanding indebtedness[111][118] - The Bridge Commitment of $10.6 billion was reduced and subsequently terminated on the Ansys Acquisition Date[117] - Synopsys maintains an unsecured $850.0 million multicurrency revolving credit facility, with no outstanding balance as of July 31, 2025[123][127] Note 11. Leases Synopsys has operating lease arrangements for various assets, with lease expenses increasing for both the three and nine months ended July 31, 2025. The weighted-average remaining lease term is 6.81 years, and total future minimum lease payments are $895.5 million Lease Expense (in thousands) | Lease Expense Component | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Operating lease expense | $29,398 | $23,800 | $80,513 | $67,848 | | Variable lease expense | $8,686 | $5,182 | $22,243 | $16,761 | | Total lease expense | $38,084 | $28,982 | $102,756 | $84,609 | - The weighted-average remaining lease term for operating leases is 6.81 years as of July 31, 2025[132] Future Minimum Lease Payments (in thousands) | Fiscal Year | Principal Payments (in thousands) | | :-------------------- | :------------------------------ | | Remainder of fiscal 2025 | $34,397 | | 2026 | $152,997 | | 2027 | $149,967 | | 2028 | $136,922 | | 2029 | $127,192 | | 2030 and thereafter | $294,037 | | Total future minimum lease payments | $895,512 | Note 12. Redeemable Non-controlling Interest Synopsys divested its entire ownership interest in OpenLight Photonics, Inc. on December 30, 2024, after exercising a call option to purchase the remaining interest. The resulting loss on divestiture was not material to operations - Synopsys acquired a 75% equity interest in OpenLight Photonics, Inc. in fiscal 2022 and later exercised a call option to increase ownership to 95%[134][136] - The company divested its entire ownership interest in OpenLight on December 30, 2024, with the resulting loss on divestiture being immaterial[137] Note 13. Accumulated Other Comprehensive Income (Loss) Accumulated other comprehensive income (loss) shifted from a loss of $180.4 million in October 2024 to a larger loss of $231.9 million in July 2025, primarily due to increased unrealized losses on derivative instruments, net of taxes Accumulated Other Comprehensive Income (Loss) (in thousands) | Component | July 31, 2025 (in thousands) | October 31, 2024 (in thousands) | | :----------------------------------- | :----------------------------- | :------------------------------ | | Cumulative currency translation adjustments | $(143,080) | $(161,954) | | Unrealized gains (losses) on derivative instruments, net of taxes | $(88,811) | $(18,800) | | Unrealized gains (losses) on available-for-sale securities, net of taxes | $(4) | $374 | | Total | $(231,895) | $(180,380) | - Amounts reclassified out of AOCI into net income for the nine months ended July 31, 2025, primarily consisted of losses from cash flow hedging activities, totaling $(6,547) thousand[140] Note 14. Stock Repurchase Program Synopsys' stock repurchase program, with $194.3 million remaining authorization, has been suspended in connection with the Ansys Merger to prioritize debt reduction - As of July 31, 2025, $194.3 million remained available for future repurchases under the stock repurchase program[141] - The stock repurchase program has been suspended until debt levels are reduced, in connection with the Ansys Merger[141] - No shares were repurchased during the three and nine months ended July 31, 2025[142] Note 15. Stock-Based Compensation Stock-based compensation expense increased significantly, partly due to the assumption of Ansys equity awards, with $67.2 million recognized in the three months ended July 31, 2025, related to these awards. Total unrecognized stock-based compensation expense is $1.7 billion, expected to be recognized over 2.0 years - Synopsys assumed Ansys equity awards with an estimated fair value of $639.7 million, of which $131.0 million was recognized as goodwill and $508.7 million will be recognized as stock-based compensation expense[146] Stock-Based Compensation Expense (in thousands) | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Total stock-based compensation expense before taxes | $267,723 | $181,539 | $655,909 | $540,026 | | Income tax benefit | $(38,686) | $(29,972) | $(94,779) | $(89,158) | | Stock-based compensation expense after taxes | $229,037 | $151,567 | $561,130 | $450,868 | - As of July 31, 2025, total unrecognized stock-based compensation expense was $1.7 billion, with a weighted-average recognition period of 2.0 years[148] Note 16. Net Income (Loss) Per Share Basic and diluted net income per share decreased for both the three and nine months ended July 31, 2025, compared to the prior year, reflecting lower net income attributed to Synopsys, despite an increase in weighted average common shares outstanding Net Income (Loss) Per Share (in thousands, except per share data) | Metric | Three Months Ended July 31, 2025 | Three Months Ended July 31, 2024 | Nine Months Ended July 31, 2025 | Nine Months Ended July 31, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :------------------------------ | :------------------------------ | | Net income attributed to Synopsys | $242,509 | $408,055 | $883,524 | $1,149,274 | | Basic net income per share | $1.51 | $2.66 | $5.64 | $7.52 | | Diluted net income per share | $1.50 | $2.61 | $5.59 | $7.37 | | Weighted average common shares for basic EPS | 160,174 | 153,417 | 156,536 | 152,885 | | Weighted average common shares for diluted EPS | 161,682 | 156,131 | 158,176 | 155,863 | Note 17. Segment Disclosure Synopsys operates in two reportable segments: Design Automation and Design IP. The Ansys business is now included within the Design Automation segment. Design Automation showed strong revenue and adjusted operating income growth, while Design IP experienced declines due to various headwinds - Synopsys has two reportable segments: Design Automation (advanced silicon design, verification, S&A solutions) and Design IP (interface, foundation, security, embedded processor IP)[153] - The Ansys Merger led to Ansys being included within the Design Automation segment[154] Segment Performance (in thousands) | Segment Performance | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Design Automation: | | | | | | Revenue | $1,312,166 | $1,062,666 | $3,454,617 | $3,102,938 | | Adjusted operating income | $583,755 | $440,864 | $1,447,181 | $1,218,574 | | Adjusted operating margin | 44 % | 41 % | 42 % | 39 % | | Design IP: | | | | | | Revenue | $427,571 | $463,083 | $1,344,701 | $1,388,512 | | Adjusted operating income | $86,023 | $169,725 | $363,084 | $540,249 | | Adjusted operating margin | 20 % | 37 % | 27 % | 39 % | Geographic Revenue (in thousands) | Geographic Revenue | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | United States | $816,194 | $660,479 | $2,076,203 | $2,015,066 | | China | $247,288 | $266,699 | $578,742 | $729,583 | Note 18. Other Income (Expense), Net Other income (expense), net, increased significantly for both the three and nine months ended July 31, 2025, primarily driven by higher interest income and a gain on the sale of an office building, partially offset by a loss on strategic investments Other Income (Expense), Net (in thousands) | Component | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Interest income | $131,417 | $15,717 | $257,027 | $40,508 | | Gains (losses) on assets related to deferred compensation plan | $43,417 | $25,780 | $42,949 | $76,276 | | Foreign currency exchange gains (losses) | $1,221 | $329 | $1,106 | $3,438 | | Gain (loss) on sale of strategic investments | $(1,200) | $— | $(3,635) | $55,077 | | Gain on sale of building | $— | $— | $51,385 | $— | | Total | $170,543 | $43,526 | $335,061 | $166,617 | - A pre-tax gain of $51.4 million was recognized from the sale of an office building during the second quarter of fiscal 2025[161] Note 19. Income Taxes The effective tax rate decreased for both the three and nine months ended July 31, 2025, primarily due to tax benefits from a full valuation allowance release against California research credits and a capital loss on the sale of OpenLight. The company is evaluating impacts of new legislative developments like the OBBB and Pillar Two Income Taxes (in thousands, except percentages) | Metric | Three Months Ended July 31, 2025 (in thousands) | Three Months Ended July 31, 2024 (in thousands) | Nine Months Ended July 31, 2025 (in thousands) | Nine Months Ended July 31, 2024 (in thousands) | | :----------------------------------- | :---------------------------------------------- | :---------------------------------------------- | :--------------------------------------------- | :--------------------------------------------- | | Income before income taxes | $189,310 | $391,995 | $876,618 | $1,190,979 | | Provision (benefit) for income taxes | $(52,967) | $(30,712) | $(12,080) | $37,634 | | Effective tax rate | (28.0)% | (7.8)% | (1.4)% | 3.2 % | - The effective tax rate decreased due to tax benefits from a full valuation allowance release against California research credits and a capital loss on the sale of OpenLight[162][163] - Synopsys is evaluating the impacts of new legislative developments, including the One Big Beautiful Bill Act (OBBB) and the OECD's Pillar Two Model Rules, which define global minimum tax rules[168][172] Note 20. Contingencies Synopsys is subject to routine legal proceedings and tax examinations but has determined that no disclosure of estimated loss is required for any claim, as potential losses are not probable or estimable, or are immaterial - Synopsys is subject to routine legal proceedings, demands, claims, and threatened litigation in the normal course of business[173] - No disclosure of estimated loss is required for any claim, as there is no reasonable possibility of a loss exceeding recognized amounts, or the loss cannot be estimated or is immaterial[174] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on Synopsys' financial condition and results of operations, focusing on continuing operations. It covers financial performance, business segments, critical accounting estimates, and detailed analysis of revenue, expenses, and cash flows, highlighting the significant impact of the Ansys acquisition and macroeconomic factors Forward-Looking Statements This subsection provides a cautionary statement regarding forward-looking statements, emphasizing that actual results may differ materially due to various risks and uncertainties, including those related to acquisitions, macroeconomic conditions, and regulatory changes - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially[177] - Key areas of uncertainty include strategies, market outlook, acquisitions (like Ansys), planned dispositions, indebtedness, China export controls, macroeconomic environment, customer demand, and legal proceedings[177] Overview This overview clarifies that the Management's Discussion and Analysis (MD&A) focuses solely on Synopsys' continuing operations, excluding the former Software Integrity business, which was divested - The MD&A relates solely to continuing operations, excluding the former Software Integrity business[179] Financial Performance Summary For the third quarter of fiscal 2025, Synopsys reported revenue growth driven by its Design Automation segment, offset by weakness in Design IP due to China export controls and customer demand issues. Total costs and expenses increased significantly, leading to a decrease in operating income and net income compared to the prior year - Third quarter fiscal 2025 results reflect strength in Design Automation, including strong hardware demand, offset by weakness in Design IP due to China export control restrictions and weaker demand from a major foundry customer[180] Financial Performance Summary (in millions) | Metric | Three Months Ended July 31, 2025 (in millions) | Three Months Ended July 31, 2024 (in millions) | Nine Months Ended July 31, 2025 (in millions) | Nine Months Ended July 31, 2024 (in millions) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Revenue | $1,739.7 | $1,525.7 | $4,799.3 | $4,491.5 | | Operating income | $165.3 | $360.2 | $793.5 | $1,044.9 | | Net income from continuing operations attributed to Synopsys | $242.5 | $425.9 | $887.4 | $1,162.4 | | Diluted net income per share (Continuing operations) | $1.50 | $2.73 | $5.61 | $7.46 | - Total cost of revenue and operating expenses increased by $408.9 million (35%) for the three months ended July 31, 2025, primarily due to employee-related costs, legal/consulting fees for the Ansys Merger, and amortization of acquired intangible assets[183] Business Summary Synopsys provides silicon design, IP, simulation and analysis solutions, and design services, consistently growing revenue since 2005. Its growth strategy focuses on expanding its total addressable market through technology leadership and efficient scaling, with revenue growth expected to vary based on product mix - Synopsys delivers industry-leading silicon design, IP, simulation and analysis (S&A) solutions, and design services, partnering with customers across various industries[182] - The company has consistently grown revenue since 2005, with revenue recognition for software licenses typically over three years, leading to a delayed impact of customer spending changes[184] - The growth strategy focuses on expanding the total addressable market by maximizing R&D capabilities across industries, with priorities on technology leadership, sustainable growth, and efficient scaling[185] Acquisition of Ansys This section briefly notes the completion of the Ansys acquisition on July 17, 2025, and directs readers to Note 4 for detailed information and Part II, Item 1A for related risks - The acquisition of ANSYS, Inc. was completed on July 17, 2025[186] Impact of the Current Macroeconomic and Geopolitical Environment Macroeconomic uncertainty, including inflation, interest rates, and geopolitical pressures, has led to customer caution, delaying decision-making and spending. While AI and high-performance computing sectors show strength, industrial, automotive, and consumer electronics have recovered slowly, particularly in China due to trade restrictions - Uncertain macroeconomic environment has led customers to postpone decision-making, delay drawdowns, and decrease spending[188] - Continued strength is observed in AI and high-performance computing, but industrial, automotive, and consumer electronics sectors have recovered slowly[188] - Growth is expected across geographies in fiscal 2025, except for China, which faces challenges from macroeconomic factors and trade restrictions[189] Developments in Export Control Regulations U.S. export control regulations, including the Q3 2025 BIS Restrictions (later rescinded), have negatively impacted Synopsys' business in China, particularly its Design IP segment. The evolving nature of these restrictions creates ongoing uncertainty regarding future impacts on the business - U.S. export control regulations, including restrictions on ECAD software and technology, have negatively impacted Synopsys' business in China, especially the Design IP segment[193][194] - The Q3 2025 BIS Restrictions, which imposed a license requirement for certain EDA software exports to China or Chinese 'military end users,' were subsequently rescinded on July 2, 2025[193] - The evolving nature of these regulations creates uncertainty regarding current and future impacts on the business, with potential for new or expanded license requirements[194] Business Segments Synopsys operates two primary business segments: Design Automation, which includes EDA, S&A solutions (now with Ansys), and system integration products; and Design IP, offering semiconductor IP solutions for various markets. These segments cater to accelerating chip design and enabling SoC development - The Design Automation segment includes advanced silicon design, verification products, S&A solutions, and system integration products, helping engineers accelerate and automate chip design[195] - The Design IP segment provides interface, foundation, security, and embedded processor IP, IP subsystems, and IP implementation services for system-on-chips (SoCs) in markets like mobile, automotive, and AI/data centers[196][197] Fiscal Year and Fiscal Quarter End Synopsys changed its fiscal year end to October 31, effective fiscal 2025. The third quarter of fiscal 2025 ended on July 31, 2025, and the first nine months of fiscal 2024 included an extra week, impacting comparative financial results - Synopsys changed its fiscal year end to October 31 each year, effective fiscal 2025[199] - The first nine months of fiscal 2024 included an extra week, which resulted in approximately $63.2 million of additional revenue and $52.5 million of additional expenses[200] Critical Accounting Estimates Revenue Recognition and Business Combinations are identified as critical accounting estimates. The note details the significant estimates and assumptions involved in valuing intangible assets during business combinations, particularly following the Ansys acquisition, using methods like relief-from-royalty and multi-period excess earnings - Critical accounting estimates include Revenue Recognition and Business Combinations, with updates to Business Combinations in Q3 fiscal 2025[203] - Valuation of intangible assets in business combinations involves significant estimates for future cash flows, projected expenses, customer attrition rates, royalty rates, useful lives, and discount rates[205][213] - For the Ansys acquisition, developed technologies and trade names were valued using the relief-from-royalty method, and customer relationships and contract rights using the multi-period excess earnings method[207][208][209] Results of Operations - Revenue Total revenue increased for both the three and nine months ended July 31, 2025, driven by Design Automation, but partially offset by weakness in Design IP due to China export controls and customer demand. Time-based products revenue grew due to prior period bookings, while upfront products revenue increased from hardware sales. Maintenance revenue also rose, partly from Ansys contributions Revenue by Segment (in millions) | Segment | Three Months Ended July 31, 2025 (in millions) | Three Months Ended July 31, 2024 (in millions) | Nine Months Ended July 31, 2025 (in millions) | Nine Months Ended July 31, 2024 (in millions) | | :---------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Design Automation | $1,312.1 | $1,062.6 | $3,454.6 | $3,103.0 | | Design IP | $427.6 | $463.1 | $1,344.7 | $1,388.5 | | Total Revenue | $1,739.7 | $1,525.7 | $4,799.3 | $4,491.5 | - Total revenues increased by 14% for the three months and 7% for the nine months ended July 31, 2025, primarily due to growth across product groups and geographies, offset by Design IP weakness[218][221] Revenue by Type (in millions) | Revenue Type | Three Months Ended July 31, 2025 (in millions) | Three Months Ended July 31, 2024 (in millions) | Nine Months Ended July 31, 2025 (in millions) | Nine Months Ended July 31, 2024 (in millions) | | :--------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Time-based products | $892.4 | $803.1 | $2,548.9 | $2,389.9 | | Upfront products | $516.4 | $442.5 | $1,395.2 | $1,281.3 | | Maintenance and service | $331.0 | $280.1 | $855.2 | $820.2 | Results of Operations - Cost of Revenue Cost of revenue increased significantly for both the three and nine months ended July 31, 2025, driven by higher hardware-related costs, increased amortization of acquired intangible assets (mainly from the Ansys Merger), and higher employee-related costs due to headcount increases Cost of Revenue (in millions) | Cost of Revenue Component | Three Months Ended July 31, 2025 (in millions) | Three Months Ended July 31, 2024 (in millions) | Nine Months Ended July 31, 2025 (in millions) | Nine Months Ended July 31, 2024 (in millions) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Cost of products revenue | $230.9 | $179.5 | $616.0 | $553.8 | | Cost of maintenance and service revenue | $103.3 | $96.6 | $290.3 | $275.3 | | Amortization of acquired intangible assets | $46.4 | $14.5 | $62.6 | $41.2 | | Total Cost of Revenue | $380.6 | $290.6 | $968.9 | $870.3 | - The increase in cost of revenue for the three months ended July 31, 2025, was primarily due to increases of $35.7 million in hardware-related costs, $31.9 million in amortization of acquired intangible assets (Ansys Merger), and $24.1 million in employee-related costs[231] Results of Operations - Operating Expenses Operating expenses, including Research and Development, Sales and Marketing, General and Administrative, and Amortization of Acquired Intangible Assets, all increased for the three and nine months ended July 31, 2025. These increases were largely driven by higher employee-related costs, legal and professional fees associated with the Ansys Merger, and amortization from acquired intangibles Operating Expenses (in millions) | Operating Expense | Three Months Ended July 31, 2025 (in millions) | Three Months Ended July 31, 2024 (in millions) | Nine Months Ended July 31, 2025 (in millions) | Nine Months Ended July 31, 2024 (in millions) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Research and development | $625.3 | $508.9 | $1,732.5 | $1,527.5 | | Sales and marketing | $259.5 | $211.5 | $683.7 | $640.1 | | General and administrative | $280.6 | $150.4 | $584.1 | $396.5 | | Amortization of acquired intangible assets | $28.6 | $4.1 | $36.6 | $12.2 | - General and administrative expenses increased by $130.2 million (87%) for the three months ended July 31, 2025, primarily due to $65.7 million in legal, consulting, and professional fees related to the Ansys Merger and $57.0 million in employee-related costs[238] - Amortization of acquired intangible assets in operating expenses increased by $24.5 million (598%) for the three months ended July 31, 2025, mainly due to intangible assets from the Ansys Merger[242] Results of Operations - Interest Expense Interest expense increased dramatically for both the three and nine months ended July 31, 2025, primarily due to the interest on the Senior Notes issued and the Term Loan Agreement borrowings, both incurred to finance the Ansys Merger Interest Expense (in millions) | Metric | Three Months Ended July 31, 2025 (in millions) | Three Months Ended July 31, 2024 (in millions) | Nine Months Ended July 31, 2025 (in millions) | Nine Months Ended July 31, 2024 (in millions) | | :---------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Interest expense | $(146.5) | $(11.7) | $(252.0) | $(20.5) | - The increase in interest expense was primarily due to interest on the Senior Notes issued in Q2 fiscal 2025 and borrowings under the Term Loan Agreement in Q3 fiscal 2025, both related to the Ansys Merger[243] Results of Operations - Other Income (Expense), Net Other income (expense), net, increased significantly for both periods, driven by higher interest income from increased cash balances and a gain from the sale of an office building, partially offset by a decrease in gains on deferred compensation plan assets and a loss on strategic investments Other Income (Expense), Net (in millions) | Component | Three Months Ended July 31, 2025 (in millions) | Three Months Ended July 31, 2024 (in millions) | Nine Months Ended July 31, 2025 (in millions) | Nine Months Ended July 31, 2024 (in millions) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Interest income | $131.4 | $15.7 | $257.0 | $40.5 | | Gains (losses) on assets related to deferred compensation plan | $43.4 | $25.8 | $42.9 | $76.3 | | Gain (loss) on sale of strategic investments | $(1.2) | $— | $(3.6) | $55.1 | | Gain on sale of building | $— | $— | $51.4 | $— | | Total | $170.5 | $43.5 | $335.1 | $166.6 | - The increase in other income (expense) for the nine months ended July 31, 2025, was primarily due to higher interest income and a $51.4 million gain from the sale of an office building[246] Segment Operating Results The Design Automation segment showed strong growth in adjusted operating income and margin, driven by hardware business and prior period arrangements. Conversely, the Design IP segment experienced a significant decrease in adjusted operating income and margin due to lower revenue from China export controls, weaker foundry demand, and increased employee-related costs Segment Operating Results (in millions) | Segment Performance | Three Months Ended July 31, 2025 (in millions) | Three Months Ended July 31, 2024 (in millions) | Nine Months Ended July 31, 2025 (in millions) | Nine Months Ended July 31, 2024 (in millions) | | :----------------------------------- | :--------------------------------------------- | :--------------------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Design Automation: | | | | | | Adjusted operating income | $583.8 | $440.9 | $1,447.2 | $1,218.6 | | Adjusted operating margin | 44 % | 41 % | 42 % | 39 % | | Design IP: | | | | | | Adjusted operating income | $86.0 | $169.7 | $363.1 | $540.2 | | Adjusted operating margin | 20 % | 37 % | 27 % | 39 % | - The decrease in Design IP adjusted operating income was primarily due to lower revenue from China export control restrictions, weaker demand from a major foundry customer, and increased employee-related costs[249] Income Taxes The effective tax rate decreased for both the three and nine months ended July 31, 2025, primarily due to tax benefits from a full valuation allowance release against California research credits and a capital loss on the sale of OpenLight - The effective tax rate decreased in the three months ended July 31, 2025, due to tax benefits from a full valuation allowance release against California research credits[250] - The effective tax rate decreased in the nine months ended July 31, 2025, due to a capital loss on the sale of OpenLight and tax benefits from a full valuation allowance release against California research credits[251] Liquidity and Capital Resources Synopsys' primary liquidity sources are operations and credit facilities. As of July 31, 2025, it held $2.6 billion in cash and investments. The Ansys Merger significantly increased debt and liquidity needs, leading to the suspension of the stock repurchase program to prioritize debt reduction - Principal sources of liquidity are funds from business operations and available revolving credit and term loan facilities[252] - As of July 31, 2025, Synopsys held $2.6 billion in cash, cash equivalents, and short-term investments[253] - The Ansys Merger increased debt and liquidity needs, funded by Senior Notes and Term Loan. The stock repurchase program has been suspended to reduce debt levels[255][256] Cash Flows Cash provided by operating activities increased slightly, while cash used in investing activities surged due to the Ansys Merger. This was largely offset by a substantial increase in cash provided by financing activities through debt issuance to fund the acquisition Cash Flows (in millions) | Cash Flow Activity | Nine Months Ended July 31, 2025 (in millions) | Nine Months Ended July 31, 2024 (in millions) | | :----------------------------------- | :-------------------------------------------- | :-------------------------------------------- | | Cash provided by operating activities | $878.9 | $844.2 | | Cash used in investing activities | $(16,445.7) | $(220.0) | | Cash provided by (used in) financing activities | $14,191.6 | $(211.4) | - The increase in net cash used in investing activities was driven by $16.5 billion for acquisitions, net of cash acquired, mainly for the Ansys Merger[268] - Net cash provided by financing activities was $14.2 billion, primarily from $14.3 billion in net proceeds from Senior Notes issuance and Term Loan borrowing to fund the Ansys Merger[270] Bridge Commitment Letter, Term Loan, Revolving Credit Facilities and Senior Notes Synopsys terminated its Bridge Commitment after issuing $10.0 billion in Senior Notes and borrowing $4.3 billion under a Term Loan Agreement to finance the Ansys Merger. The company also maintains an $850.0 million Revolving Credit Agreement, with no outstanding balance, and was in compliance with all debt covenants as of July 31, 2025 - The Bridge Commitment of approximately $690.0 million was terminated on the Ansys Acquisition Date after being reduced by Senior Notes issuance[271] - Synopsys borrowed the full $4.3 billion available under the Term Loan Agreement on July 17, 2025, to fund a portion of the Ansys Merger cash consideration[272] - Synopsys issued $10.0 billion in Senior Notes in March 2025, with net proceeds of $9.9 billion, to fund the Ansys Merger and repay Ansys' debt[281] Item 3. Quantitative and Qualitative Disclosures About Market Risk Synopsys' exposure to market risk has not materially changed since November 2, 2024. While Senior Notes have fixed interest rates, their fair values are exposed to interest rate risk, meaning they will increase as interest rates fall and decrease as rates rise - Market risk exposure has not materially changed since November 2, 2024[285] - Senior Notes have fixed annual interest rates, but their fair values are exposed to interest rate risk, increasing as rates fall and decreasing as rates rise[286] Item 4. Controls and Procedures Management concluded that Synopsys' disclosure controls and procedures were effective as of July 31, 2025, providing reasonable assurance for financial reporting. No material changes in internal control over financial reporting were identified, though the integration of Ansys operations, control processes, and information systems is ongoing - Synopsys' management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of July 31, 2025[289] - No material changes in internal control over financial reporting were identified during the period[289] - The integration of Ansys operations, control processes, and information systems into Synopsys' environment is currently in process[289] PART II. OTHER INFORMATION Item 1. Legal Proceedings Synopsys is subject to routine legal proceedings and claims arising in the normal course of business. While litigation outcomes are uncertain, the company is not aware of any legal proceedings that would materially impact its business, operating results, or financial condition - Synopsys is subject to routine legal proceedings, demands, claims, and threatened litigation[291] - The company is not aware of any legal proceedings that would materially impact its business, operating results, or financial condition[293] Item 1A. Risk Factors This section outlines numerous risks and uncertainties that could materially and adversely affect Synopsys' business, financial condition, operating results, and stock price. These risks are categorized into industry, business operations, Ansys Merger-related, legal and regulatory, and general risks Risk Factor Summary Synopsys' business faces numerous risks, including macroeconomic uncertainty, intense competition, global operational challenges, cybersecurity threats, and specific risks related to the Ansys Merger, such as integration difficulties and significant debt - Key risks include macroeconomic uncertainty, dependence on semiconductor/electronics industries, intense competition, governmental export/import requirements, and customer consolidation[296] - Business operations risks cover global operations, operating result fluctuations, acquisition integration (including Ansys), cybersecurity, IP protection, AI initiatives, talent retention, and product defects[296] - Risks specific to the Ansys Merger include divestiture commitments, failure to realize expected benefits, and the impact of significant debt[296] Factors that May Affect Future Results This section emphasizes that the detailed risks and uncertainties presented could materially and adversely affect Synopsys' business, financial condition, operating results, and stock price, causing actual results to differ from forward-looking statements - The occurrence of any identified risks or additional unknown risks could materially and adversely affect Synopsys' business, financial condition, operating results, and stock price[299] - These risks and uncertainties could cause actual results to differ materially from forward-looking statements[299] Industry Risks Synopsys faces industry risks from macroeconomic uncertainty, which can reduce customer spending and demand. Its business heavily relies on the semiconductor and electronics industries, which are highly competitive and require continuous innovation at lower costs. Governmental export and import requirements also pose significant challenges, potentially restricting sales and impairing international competitiveness - Uncertain macroeconomic conditions (inflation, interest rates, geopolitical pressures) can lead to postponed customer decisions, delayed drawdowns, and decreased spending[300] - Business growth is primarily dependent on the semiconductor and electronics industries, which are susceptible to slowdowns and increased complexity leading to decreased design starts[305] - Synopsys operates in highly competitive industries, facing rivals like Cadence Design Systems and Siemens EDA, and must continuously innovate to meet demand for advanced technology at lower costs[307][309] - Governmental export and import requirements, including U.S. Export Regulations and Trade Restrictions, can subject Synopsys to liability and restrict its ability to sell products and services internationally[311][312] Business Operations Risks Operational risks include challenges from global operations (economic slowdowns, trade restrictions, currency fluctuations), potential fluctuations in operating results due to various factors (demand changes, sales cycles, product mix), and difficulties in integrating acquisitions like Ansys. Cybersecurity threats, the need to protect proprietary technology, and the success of AI initiatives are also critical. Additionally, the company faces risks related to talent retention, new product development, R&D investments, product defects, hardware product sales, third-party IP infringement claims, and U.S. liquidity requirements - Global operations expose Synopsys to risks such as economic slowdowns, geopolitical pressures, government trade restrictions (tariffs, export controls), and foreign currency exchange rate fluctuations[318][319][322] - Operating results may fluctuate due to changes in demand for products (especially hardware and IP), lengthy sales cycles, product competition, and the timing of revenue recognition[323][324] - Acquisitions and strategic investments, including the Ansys Merger, pose risks such as integration problems, failure to achieve projected sales or synergies, and substantial reductions of cash resources[327][328] - Cybersecurity threats and security breaches could compromise sensitive information, disrupt operations, and harm reputation, with increasing risks from third-party solutions and remote work[331][332] - Failure to protect proprietary technology through agreements, intellectual property laws, or litigation could harm the business, especially in countries with ineffective legal protection[336][338] - Success in AI initiatives is critical, but risks include failure to develop timely products, market accept