Synopsys (SNPS) 10-K risk factor changes: FY2024 vs FY2023

[Table [removed: of Contents](#i78985efb233548bca58219f866b28d1b_7)][added: of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)]

For the fiscal year ended October 31, [removed: 2023][added: 2024]

[removed: ][added: ]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter was approximately [removed: $46.4] [added: $67.5] billion.

Aggregate market value excludes an aggregate of approximately [removed: 27.3] [added: 26.0] million shares of the registrant's common stock, par value of $0.01 per share (Common Stock) held by the registrant’s executive officers and directors and by each person known by the registrant to own 5% or more of the outstanding common stock on such date.

On December [removed: 6, 2023, 151,986,878] [added: 16, 2024, 154,578,449] shares of Common Stock were outstanding.

Portions of the registrant’s definitive Proxy Statement relating to the registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders, scheduled to be held on April 10, [removed: 2024,] [added: 2025,] are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated.

Fiscal year ended October 31, [removed: 2023][added: 2024]

| Item 1. | | | | | | [removed: [Business](#i78985efb233548bca58219f866b28d1b_16)] [added: [Business](#i97e38a6683d241258c4864f7e9cc9dbd_16)] | | | | | | [removed: [3](#i78985efb233548bca58219f866b28d1b_16)] [added: [3](#i97e38a6683d241258c4864f7e9cc9dbd_16)] | | |

| Item 1A. | | | | | | [Risk [removed: Factors](#i78985efb233548bca58219f866b28d1b_19)] [added: Factors](#i97e38a6683d241258c4864f7e9cc9dbd_19)] | | | | | | [removed: [16](#i78985efb233548bca58219f866b28d1b_19)] [added: [14](#i97e38a6683d241258c4864f7e9cc9dbd_19)] | | |

| Item 1B. | | | | | | [Unresolved Staff [removed: Comments](#i78985efb233548bca58219f866b28d1b_22)] [added: Comments](#i97e38a6683d241258c4864f7e9cc9dbd_22)] | | | | | | [removed: [30](#i78985efb233548bca58219f866b28d1b_22)] [added: [31](#i97e38a6683d241258c4864f7e9cc9dbd_22)] | | |

| Item 2. | | | | | | [removed: [Properties](#i78985efb233548bca58219f866b28d1b_25)] [added: [Properties](#i97e38a6683d241258c4864f7e9cc9dbd_28)] | | | | | | [removed: [30](#i78985efb233548bca58219f866b28d1b_25)] [added: [32](#i97e38a6683d241258c4864f7e9cc9dbd_28)] | | |

| Item 3. | | | | | | [Legal [removed: Proceedings](#i78985efb233548bca58219f866b28d1b_28)] [added: Proceedings](#i97e38a6683d241258c4864f7e9cc9dbd_31)] | | | | | | [removed: [31](#i78985efb233548bca58219f866b28d1b_28)] [added: [33](#i97e38a6683d241258c4864f7e9cc9dbd_31)] | | |

| Item 4. | | | | | | [Mine Safety [removed: Disclosures](#i78985efb233548bca58219f866b28d1b_31)] [added: Disclosures](#i97e38a6683d241258c4864f7e9cc9dbd_34)] | | | | | | [removed: [32](#i78985efb233548bca58219f866b28d1b_31)] [added: [33](#i97e38a6683d241258c4864f7e9cc9dbd_34)] | | |

| Item 5. | | | | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i78985efb233548bca58219f866b28d1b_37)] [added: Securities](#i97e38a6683d241258c4864f7e9cc9dbd_40)] | | | | | | [removed: [33](#i78985efb233548bca58219f866b28d1b_37)] [added: [34](#i97e38a6683d241258c4864f7e9cc9dbd_40)] | | |

| Item 6. | | | | | | [removed: [\[Reserved\]](#i78985efb233548bca58219f866b28d1b_40)] [added: [\[Reserved\]](#i97e38a6683d241258c4864f7e9cc9dbd_43)] | | | | | | [removed: [34](#i78985efb233548bca58219f866b28d1b_40)] [added: [35](#i97e38a6683d241258c4864f7e9cc9dbd_43)] | | |

| Item 7. | | | | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i78985efb233548bca58219f866b28d1b_43)] [added: Operations](#i97e38a6683d241258c4864f7e9cc9dbd_46)] | | | | | | [removed: [35](#i78985efb233548bca58219f866b28d1b_43)] [added: [36](#i97e38a6683d241258c4864f7e9cc9dbd_46)] | | |

| Item 7A. | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i78985efb233548bca58219f866b28d1b_73)] [added: Risk](#i97e38a6683d241258c4864f7e9cc9dbd_76)] | | | | | | [removed: [47](#i78985efb233548bca58219f866b28d1b_73)] [added: [52](#i97e38a6683d241258c4864f7e9cc9dbd_76)] | | |

| Item 8. | | | | | | [Financial Statements and Supplementary [removed: Data](#i78985efb233548bca58219f866b28d1b_76)] [added: Data](#i97e38a6683d241258c4864f7e9cc9dbd_79)] | | | | | | [removed: [50](#i78985efb233548bca58219f866b28d1b_76)] [added: [54](#i97e38a6683d241258c4864f7e9cc9dbd_79)] | | |

| Item 9. | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i78985efb233548bca58219f866b28d1b_157)] [added: Disclosure](#i97e38a6683d241258c4864f7e9cc9dbd_163)] | | | | | | [removed: [98](#i78985efb233548bca58219f866b28d1b_157)] [added: [105](#i97e38a6683d241258c4864f7e9cc9dbd_163)] | | |

| Item 9A. | | | | | | [Controls and [removed: Procedures](#i78985efb233548bca58219f866b28d1b_160)] [added: Procedures](#i97e38a6683d241258c4864f7e9cc9dbd_166)] | | | | | | [removed: [98](#i78985efb233548bca58219f866b28d1b_160)] [added: [105](#i97e38a6683d241258c4864f7e9cc9dbd_166)] | | |

| Item 9B. | | | | | | [Other [removed: Information](#i78985efb233548bca58219f866b28d1b_163)] [added: Information](#i97e38a6683d241258c4864f7e9cc9dbd_169)] | | | | | | [removed: [99](#i78985efb233548bca58219f866b28d1b_163)] [added: [106](#i97e38a6683d241258c4864f7e9cc9dbd_169)] | | |

| Item 9C. | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i78985efb233548bca58219f866b28d1b_166)] [added: Inspections](#i97e38a6683d241258c4864f7e9cc9dbd_175)] | | | | | | [removed: [99](#i78985efb233548bca58219f866b28d1b_166)] [added: [106](#i97e38a6683d241258c4864f7e9cc9dbd_175)] | | |

| Item 10. | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i78985efb233548bca58219f866b28d1b_172)] [added: Governance](#i97e38a6683d241258c4864f7e9cc9dbd_181)] | | | | | | [removed: [100](#i78985efb233548bca58219f866b28d1b_172)] [added: [107](#i97e38a6683d241258c4864f7e9cc9dbd_181)] | | |

| Item 11. | | | | | | [Executive [removed: Compensation](#i78985efb233548bca58219f866b28d1b_175)] [added: Compensation](#i97e38a6683d241258c4864f7e9cc9dbd_184)] | | | | | | [removed: [100](#i78985efb233548bca58219f866b28d1b_175)] [added: [107](#i97e38a6683d241258c4864f7e9cc9dbd_184)] | | |

| Item 12. | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i78985efb233548bca58219f866b28d1b_178)] [added: Matters](#i97e38a6683d241258c4864f7e9cc9dbd_187)] | | | | | | [removed: [100](#i78985efb233548bca58219f866b28d1b_178)] [added: [107](#i97e38a6683d241258c4864f7e9cc9dbd_187)] | | |

| Item 13. | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i78985efb233548bca58219f866b28d1b_181)] [added: Independence](#i97e38a6683d241258c4864f7e9cc9dbd_190)] | | | | | | [removed: [100](#i78985efb233548bca58219f866b28d1b_181)] [added: [107](#i97e38a6683d241258c4864f7e9cc9dbd_190)] | | |

| Item 14. | | | | | | [Principal Accountant Fees and [removed: Services](#i78985efb233548bca58219f866b28d1b_184)] [added: Services](#i97e38a6683d241258c4864f7e9cc9dbd_193)] | | | | | | [removed: [100](#i78985efb233548bca58219f866b28d1b_184)] [added: [107](#i97e38a6683d241258c4864f7e9cc9dbd_193)] | | |

| Item 15. | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i78985efb233548bca58219f866b28d1b_190)] [added: Schedules](#i97e38a6683d241258c4864f7e9cc9dbd_199)] | | | | | | [removed: [101](#i78985efb233548bca58219f866b28d1b_190)] [added: [108](#i97e38a6683d241258c4864f7e9cc9dbd_199)] | | |

This Annual Report on Form 10-K (this Form 10-K or [removed: the] [added: this] Annual Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Private Securities Litigation Reform Act of 1995.

- the [added: potential] impact of [added: the uncertain] macroeconomic [removed: conditions, increased] [added: environment on our financial results, including, but not limited to, the effects of sustained] global inflationary pressures and interest rates, potential economic slowdowns or recessions, [removed: legislative developments, trade disruptions, including export control restrictions, geopolitical pressures and conflicts,] supply chain disruptions and [removed: fluctuations in foreign exchange rates on our business and our customers’ businesses;][added: geopolitical pressures;]

- demand [added: and market expansion] for our products and our customers’ products;

- [added: customer license renewals and] the expected realization [added: and timing] of [added: recognition of] our contracted but unsatisfied or partially unsatisfied performance obligations (backlog);

Such risks and uncertainties include, among others, those listed in Part I, Item 1A, *Risk Factors* and Item 3, *Legal Proceedings*; and Part II, Item 7, *Management’s Discussion and Analysis of Financial Condition and Results of Operations*, Item 7A, *Quantitative and Qualitative Disclosures About Market Risk* and Item 9A, *Controls and Procedures* of this Annual [removed: Report on Form 10-K.][added: Report.]

Unless required by law, we undertake no obligation to update publicly any forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in [added: the future.]

Readers are urged to carefully review and consider the various disclosures made in this report and in other documents we file from time to time [removed: with the Securities and Exchange Commission (SEC) that attempt to advise interested parties of the risks and factors that may affect our business.]

[removed: Our] [added: We have changed our] fiscal year [removed: ends on] [added: end from] the Saturday nearest to October 31 and [removed: consists] [added: consisting] of 52 [removed: weeks, with the exception that approximately every five years, we have] [added: or 53 fiscal weeks to] a [removed: 53-week] [added: fiscal year end of October 31 each] year.

Fiscal [removed: 2023, 2022] [added: 2023] and [removed: 2021] [added: 2022] were 52-week years and ended on October 28, [removed: 2023,] [added: 2023 and] October 29, 2022, [removed: and October 30, 2021,] respectively.

For presentation purposes, this Annual Report [removed: on Form 10-K] refers to the closest calendar month end.

We are a global leader in supplying the [removed: electronic design automation (EDA)] [added: mission-critical EDA] software that engineers use to design and test integrated circuits (ICs), also known as chips or [removed: silicon.][added: silicon, and we are pioneering artificial intelligence (AI) driven chip design across the full-stack EDA suite to improve efficiency and accelerate the design, verification testing and manufacturing of advanced digital and analog chips.]

[Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

[Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

| [PART I](#i97e38a6683d241258c4864f7e9cc9dbd_13) | | | | | | | | | | | | | | |

| Item 1C. | | | | | | [Cybersecurity](#i97e38a6683d241258c4864f7e9cc9dbd_25) | | | | | | [31](#i97e38a6683d241258c4864f7e9cc9dbd_25) | | |

| [PART II](#i97e38a6683d241258c4864f7e9cc9dbd_37) | | | | | | | | | | | | | | |

| [PART III](#i97e38a6683d241258c4864f7e9cc9dbd_178) | | | | | | | | | | | | | | |

| [PART IV](#i97e38a6683d241258c4864f7e9cc9dbd_196) | | | | | | | | | | | | | | |

| Item 16. | | | | | | [Form 10-K Summary](#i97e38a6683d241258c4864f7e9cc9dbd_1843) | | | | | | [111](#i97e38a6683d241258c4864f7e9cc9dbd_1843) | | |

| [SIGNATURES](#i97e38a6683d241258c4864f7e9cc9dbd_202) | | | | | | | | | | | | [112](#i97e38a6683d241258c4864f7e9cc9dbd_202) | | |

[Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

- business and market outlook, opportunities, strategies and technological trends, such as artificial intelligence;

- planned acquisitions and their expected impact, including our pending acquisition of ANSYS, Inc. (the Ansys Merger);

- the expected impact of U.S. and foreign government trade restrictions and regulatory changes, including export control restrictions and tariffs, on our financial results;

[Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

with the Securities and Exchange Commission (SEC) that attempt to advise interested parties of the risks and factors that may affect our business.

Historically, our fiscal years have been 52- or 53-week periods ending on the Saturday nearest to October 31.

Fiscal 2024 was a 53-week year ending on November 2, 2024, which impacted our revenue, expenses and operating results.

The fiscal year change becomes effective with our fiscal year 2025, which began on November 3, 2024.

Our fiscal quarters will end on January 31, April 30, July 31 and October 31 of each year.

[Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

Synopsys, Inc. (Synopsys, we, our or us) delivers trusted and comprehensive silicon to systems design solutions, from electronic design automation (EDA), including system verification and validation solutions, to silicon intellectual property (IP).

We partner closely with semiconductor and systems customers across a wide range of industries to maximize their engineering and research and development capacity.

We are catalyzing the era of pervasive intelligence, powering innovation today that ignites the ingenuity of tomorrow.

Our high quality, silicon-proven semiconductor IP includes logic libraries, embedded memories, analog IP, wired and wireless interface IP, security IP, embedded processors and subsystems.

To accelerate IP integration and silicon bring-up, our IP Accelerated initiative provides architecture design expertise, hardening, and signal and power integrity analysis.

In today’s era of pervasive intelligence, we have seen an acceleration in innovation cycles and a growing opportunity for Synopsys.

The proliferation of silicon to power our digital world, where technology is omnipresent and interconnected, means computing is being reinvented with the rise of AI and software-defined systems.

These developments are accompanied by increasing complexity.

Designers have turned to new manufacturing techniques to solve these problems, such as multiple-patterning lithography, FinFET 3D transistors

[Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

- Digital and custom IC design tools are used for designing and verifying complex chips, and for designing the advanced processes and models required to manufacture those chips;

- Field programmable gate array (FPGA) design, which accelerate time-to-shipping hardware with deep debug visibility, incremental design, broad language support, and optimal performance and area for FPGA-based products.

- AI-driven EDA solutions, which include AI and machine learning capabilities to boost productivity and improve efficiency throughout the EDA flow.

[Table of](#i97e38a6683d241258c4864f7e9cc9dbd_7) [Contents](#i97e38a6683d241258c4864f7e9cc9dbd_7)

The PrimeSim solution provides a unified workflow of next-generation simulation technologies to accelerate the design and signoff of IC designs including PrimeSim SPICE, PrimeSimPro, PrimeSim HSPICETM and PrimeSimXA.

Our Silicon Lifecycle Management (SLM) family of products improves silicon health and operational metrics at every phase of the device lifecycle.

This family of products is built on a foundation of enriched in-chip observability, analytics and integrated automation.

Synopsys' SLM in-chip monitoring enables deep insights from silicon to systems by providing meaningful data for continuous analysis and actionable feedback.

For the process of converting a high-level hardware description language design into an FPGA netlist, a process known as FPGA-logic synthesis, we offer Synplify® FPGA synthesis tools that provide fast runtime, performance, area optimization for cost and power reduction, multi-FPGA vendor support, and incremental synthesis capabilities for faster FPGA design development.

- Verdi®, our next generation platform that provides AI-based SoC debug solution with an integrated development environment and advanced verification management capabilities system;

SYNOPSYS, INC.

| [PART I](#i78985efb233548bca58219f866b28d1b_13) | | | | | | | | | | | | | | |

| Item 1C. | | | | | | [C](#i78985efb233548bca58219f866b28d1b_1641)[ybersecurit](#i78985efb233548bca58219f866b28d1b_1641)[y](#i78985efb233548bca58219f866b28d1b_1641) | | | | | | [30](#i78985efb233548bca58219f866b28d1b_1641) | | |

| [PART II](#i78985efb233548bca58219f866b28d1b_34) | | | | | | | | | | | | | | |

| [PART III](#i78985efb233548bca58219f866b28d1b_169) | | | | | | | | | | | | | | |

| [PART IV](#i78985efb233548bca58219f866b28d1b_187) | | | | | | | | | | | | | | |

| [SIGNATURES](#i78985efb233548bca58219f866b28d1b_193) | | | | | | | | | | | | [104](#i78985efb233548bca58219f866b28d1b_193) | | |

- our business, product and platform strategies and business outlook;

- the exploration of strategic alternatives for our Software Integrity segment;

- regulatory changes in the United States and other regions in which we operate;

- customer license renewals;

- prior and future acquisitions, including the expected benefits and risks of completed acquisitions;

- technological trends in integrated circuit design;

the future.

When a 53-week year occurs, we include the additional week in the first quarter to realign fiscal quarters with calendar quarters.

Fiscal 2024 will be a 53-week year.

Synopsys, Inc. (Synopsys, we, our or us) provides products and services used across the entire Silicon to Software spectrum to bring Smart Everything to life.

From engineers creating advanced semiconductors to product teams developing advanced electronic systems to software developers seeking to ensure the security and quality of their code, our customers trust that our technologies will enable them to meet new requirements for energy efficiency, reliability, mobility, security and more.

We are also a leading provider of software tools and services that improve the security, quality and compliance of software in a wide variety of industries, including electronics, financial services, automotive, medicine, energy and industrials.

These tools and services are part of our Software Integrity segment.

We incorporated in 1986 in North Carolina and reincorporated in 1987 in Delaware.

In this era of Smart Everything, we have seen a remarkable proliferation of consumer and wireless electronic products, particularly mobile devices.

The growth of the Internet and cloud computing has provided people with new ways to create, store, and share information.

At the same time, the increasing use of electronics in cars, buildings, appliances, and other consumer products is creating a connected landscape of smart devices.

Numerous software applications have been developed to expand the potential of these connected devices.

These developments have been enabled by innovation in the semiconductor and software industries.

dense features and requiring creative and complicated new approaches.

A similar dynamic is at work in the software arena, whether the software is embedded on a chip or used in other applications.

The pace of innovation often requires developers to deliver more secure, high-quality software, which can include millions of lines of code, in increasingly frequent release cycles.

Bugs, defects and security vulnerabilities in code can be difficult to detect and expensive to fix.

Despite these challenges, it is crucial to have high-quality, secure code to ensure consumers' privacy and safety, especially at a time when software is critical in many industries across a growing array of smart devices.

Software developers are responsible for writing code that not only accomplishes its goals as efficiently as possible but also runs securely and is free of defects.

We offer products that can help developers write higher quality, more secure code by analyzing code for quality defects and known security vulnerabilities, adding intelligence and automation to the software testing process, and helping to eliminate defects in a systematic manner.

As developers make use of open source software in their code, our products can help developers better manage the composition and security of the code.

Our products enable software developers to catch flaws earlier in the development cycle, when they are less costly to fix.

offering that provides customers additional options for accessing our EDA products in their own cloud environments and in the industry’s first EDA Software-as-a-Service solution developed in partnership with Microsoft Azure.

- AI driven EDA solutions, which include AI and machine learning tools to complement our EDA software stack.

Many of our EDA solutions are bolstered by AI and machine learning capabilities.

In addition, we offer Synopsys.aiTM, the first product in the market that brings AI to the entire design process.

This groundbreaking solution handles design complexity and takes over repetitive tasks such as design space exploration, verification coverage and regression analytics, as well as test program generation, while helping to optimize power, performance, and area.