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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

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(a)The following documents are filed as part of this Form 10-K:

(1)Financial Statements

The following documents are included as Part II, Item 8 of this Form 10-K:

Page
Report of Independent Registered Public Accounting Firm (KPMG LLP, Santa Clara, CA, PCAOB ID: 185)48
Consolidated Balance Sheets50
Consolidated Statements of Income51
Consolidated Statements of Comprehensive Income52
Consolidated Statements of Stockholders’ Equity53
Consolidated Statements of Cash Flows54
Notes to Consolidated Financial Statements55

(2)Financial Statement Schedules

Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes herein.

(3)Exhibits

See Item 15(b) below.

(b)Exhibits

EXHIBIT INDEX

Exhibit NumberExhibit DescriptionIncorporated By ReferenceFiled or Furnished Herewith
FormFile No.ExhibitFiling Date
3.1Amended and Restated Certificate of Incorporation10-Q000-198073.19/15/2003
3.2Amended and Restated Bylaws10-K000-198073.212/15/2020
4.1Description of Synopsys' Capital Stock10-K000-198074.212/15/2020
10.1Conformed Credit Agreement, as amended and restated pursuant to that certain Fourth Extension and Amendment Agreement, dated January 22, 2021, among Synopsys, Inc. as Borrower, the Lenders parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders8-K000-1980710.11/25/2021
10.2*2006 Employee Equity Incentive Plan, as amended8-K000-1980710.34/15/2022
10.3*Form of Restricted Stock Unit Grant Notice and Award Agreement under 2006 Employee Equity Incentive Plan8-K000-1980710.44/15/2022

Table of Contents

Exhibit NumberExhibit DescriptionIncorporated By ReferenceFiled or Furnished Herewith
FormFile No.ExhibitFiling Date
10.4*Form of Stock Option Grant Notice and Award Agreement under 2006 Employee Equity Incentive Plan8-K000-1980710.54/15/2022
10.5*Employee Stock Purchase Plan, as amended8-K000-1980710.64/15/2022
10.6*2017 Non-Employee Directors Equity Incentive Plan8-K000-1980710.84/10/2017
10.7*Form of Restricted Stock Grant Notice and Award Agreement under 2017 Non-Employee Directors Equity Incentive Plan10-K000-1980710.912/14/2017
10.8*Form of Stock Options Grant Notice and Option Agreement under 2017 Non-Employee Directors Equity Incentive Plan10-K000-1980710.1012/14/2017
10.9*Deferred Compensation Plan as restated effective August 1, 200210-Q000-1980710.56/10/2004
10.10*Synopsys Amended and Restated Deferred Compensation Plan II10-Q000-1980710.233/9/2009
10.11Form of Indemnification Agreement for directors and executive officers8-K000-1980799.27/14/2011
10.12*Director’s and Officer’s Insurance and Company Reimbursement PolicyS-133-4513810.22/24/1992 (effective date)
10.13*Amended and Restated Employment Agreement, dated December 15, 2016 between Synopsys, Inc. and Dr. Aart de Geus8-K000-1980710.1612/21/2016
10.14*Executive Incentive Plan, as amended8-K000-1980710.112/6/2021
10.15*Amended and Restated Executive Change of Control Severance Benefit Plan8-K000-1980710.1912/21/2016
10.16*Compensation Recovery Policy10-K000-1980710.4612/22/2008
10.17*Executive Severance Benefit and Transition Plan8-K000-1980710.12/9/2021
10.18*Relocation Assistance Agreement, dated April 30, 2021, by and between Synopsys, Inc. and Sassine Ghazi10-Q000-1980710.25/21/2021
10.19*Offer Letter, dated November 23, 2022, by and between Synopsys, Inc. and Shelagh Glaser8-K000-1980710.111/29/2022
21.1Subsidiaries of Synopsys, Inc.X

Table of Contents

Exhibit NumberExhibit DescriptionIncorporated By ReferenceFiled or Furnished Herewith
FormFile No.ExhibitFiling Date
23.1Consent of KPMG LLP, Independent Registered Public Accounting FirmX
24.1Power of Attorney (see signature page to Annual Report on Form 10-K)X
31.1Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange ActX
31.2Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange ActX
32.1+Certification of Chief Executive Officer and Chief Financial Officer furnished pursuant to Rule 13a-14(b) or Rule 15d-14(b) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States CodeX
101The following financial statements from the Company’s Annual Report on Form 10-K for the year ended October 29, 2022, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of October 29, 2022 and October 30, 2021, (ii) Consolidated Statements of Income for the Years Ended October 29, 2022, October 30, 2021 and October 31, 2020, (iii) Consolidated Statements of Comprehensive Income for the Years Ended October 29, 2022, October 30, 2021 and October 31, 2020, (iv) Consolidated Statements of Stockholders' Equity for the Years Ended October 29, 2022, October 30, 2021 and October 31, 2020, (v) Consolidated Statements of Cash Flows for the Years Ended October 29, 2022, October 30, 2021 and October 31, 2020 and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tagsX
  • Indicates a management contract, compensatory plan or arrangement.

+ This exhibit is furnished with this Annual Report on Form 10-K and is not deemed filed with the Securities and Exchange Commission and is not incorporated by reference in any filing of Synopsys, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language contained in such filing.

Table of Contents

SIGNATURES

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

SYNOPSYS, INC.
Date: December 12, 2022By:/s/ Shelagh Glaser
Shelagh Glaser Chief Financial Officer (Principal Financial Officer)

Table of Contents

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Aart J. de Geus and Shelagh Glaser, and each of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and reconstitution, for them and in their name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

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

NameTitleDate
/S/ AART J. DE GEUSChief Executive Officer (Principal Executive Officer) and Chairman of the Board of DirectorsDecember 12, 2022
Aart J. de Geus
/S/ SHELAGH GLASERChief Financial Officer (Principal Financial Officer)December 12, 2022
Shelagh Glaser
/S/ SUDHINDRA KANKANWADIChief Accounting Officer (Principal Accounting Officer)December 12, 2022
Sudhindra Kankanwadi
/S/ LUIS BORGENDirectorDecember 12, 2022
Luis Borgen
/S/ MARC CASPERDirectorDecember 12, 2022
Marc Casper
/S/ JANICE D. CHAFFINDirectorDecember 12, 2022
Janice D. Chaffin
/S/ BRUCE R. CHIZENDirectorDecember 12, 2022
Bruce R. Chizen
/S/ MERCEDES JOHNSONDirectorDecember 12, 2022
Mercedes Johnson
/S/ CHRYSOSTOMOS L. NIKIASDirectorDecember 12, 2022
Chrysostomos L. Nikias
/s/ JEANNINE SARGENTDirectorDecember 12, 2022
Jeannine Sargent
/S/ JOHN G. SCHWARZDirectorDecember 12, 2022
John G. Schwarz
/S/ ROY VALLEEDirectorDecember 12, 2022
Roy Vallee

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