Synopsys (SNPS) Risk Factor Changes

We are subject to legal claims or regulatory matters involving stockholder, consumer, employment, customer, supplier, competition and other issues on a global basis.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including, among others, the SEC, the Nasdaq Stock Market, the Financial Accounting Standards…

The agreements that govern our indebtedness contain various affirmative and negative covenants.

The covenants contained in the agreements governing our indebtedness may impose restrictions on us and certain of our subsidiaries that may affect our ability to operate our businesses.

In addition, the level and quality of our earnings, operations, business and management, among other things, will impact the determination of our credit ratings by credit rating agencies.

Our substantial indebtedness could have adverse effects on our business, operating results and financial condition, including, among other things:

Our significant debt may limit our financial flexibility.

•Potential reductions in overall margins, as the gross margin for our hardware products, is typically lower than those of our software products and may be subject to certain trade regulation, including tariffs;

•Delays in production and delivery of our hardware products, including due to, among other things, difficulty scaling production capacity and yield to meet customer demand, or a dependence on a sole supplier for certa…

Software products frequently contain errors or defects, especially when first introduced, when new versions are released, or when integrated with technologies developed by acquired companies.

Difficulties in any of our new product development efforts or our efforts to enter adjacent markets, including as a result of delays or disruptions, or export control or other trade and investment restrictions, could…

To be successful, we must also attract senior management and key employees who join us organically and through acquisitions, such as the Ansys Merger.

We have incorporated, and are continuing to develop and deploy, AI into our products and the operations of our business.

If we do not obtain or maintain appropriate patent, copyright or trade secret protection for any reason, or cannot fully defend our intellectual property rights in certain jurisdictions, our business and operating res…

From time to time, we may need to commence litigation or other legal proceedings in order to assert claims of infringement of our intellectual property, defend our products from piracy, protect our trade secrets or kn…

Industry incidences of cyberattacks and other cybersecurity breaches have increased and are likely to continue to increase.

We store sensitive data, including intellectual property, our proprietary business information and that of our customers, and personal information, in our data centers, on our networks or on the cloud.

If we do not manage the foregoing risks, the transactions that we complete or are unable to complete may have an adverse effect on our business, operating results and financial condition.

In the case of the Ansys Merger, the foregoing risks may be magnified due to the scale of the merger.

•Failure to realize expected synergies or cost savings, including within the anticipated time frames;

Acquisitions and strategic investments are an important part of our growth strategy.

We may not realize the potential financial or strategic benefits of the transactions we complete, including the Ansys Merger, or find suitable target businesses and technology to acquire.

•Our ability to implement effective cost control measures and business transformation initiatives, including those related to our workforce;

Our global operations are subject to numerous U.S.

In response to the U.S.

Furthermore, if any of the foreign economies in which we do business deteriorate or if we fail to effectively manage our global operations, our business and operating results will be harmed.

•Government trade restrictions, including tariffs, export controls, economic sanctions or other trade barriers, and changes to existing trade arrangements;

In addition, we and our competitors may acquire businesses and technologies to complement and expand our respective product offerings.

A number of business combinations and strategic partnerships among our customers in the semiconductor, electronics and S&A-targeted industries have occurred over the last several years, and more could occur in the fut…

The Trade Restrictions have evolved significantly and may continue to evolve in ways that may adversely impact our business or the business of our customers.

Any failure to comply with the U.S.

We are subject to export controls, laws and regulations that restrict selling, shipping or transmitting certain of our products and services and transferring certain of our technology outside the United States.

Technology in these industries evolves rapidly and is characterized by frequent product introductions and improvements as well as changes in industry standards and customer requirements.

The industries in which we operate are highly competitive, with new competitors entering these markets both domestically and internationally.

In our Design Automation segment, we compete against a variety of different EDA vendors, including publicly traded companies that offer a variety of products and services as well as other EDA vendors, including new en…

Further economic uncertainty could also adversely affect the banking and financial services industry and result in bank failures or credit downgrades of the banks we rely on for foreign currency forward contracts, cre…

The current macroeconomic environment demonstrates the effects of, among other things, changes in U.S.

Catastrophic events and the effects of climate change, pandemics or other unexpected events may disrupt our business and harm our operating results.

We may be subject to litigation proceedings that could harm our business.

We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including, among others, the SEC, the Nasdaq Stock Market, the Financial Accounting Standards…

Our business is subject to evolving corporate governance and public disclosure regulations and expectations that could expose us to numerous risks.

Changes in tax laws and regulations or interpretations thereof, or any change in the application of existing laws and regulations may adversely affect our effective tax rates and financial results.

The covenants contained in the agreements governing our indebtedness following the Ansys Merger may impose restrictions on us and certain of our subsidiaries that may affect our ability to operate our businesses.

•adversely affect our ability to raise additional debt.

•increase the cost of, and adversely affect our ability to refinance, our existing debt; and

•increase interest expense under our credit facilities;

•adversely affect the trading price of, or market for, our debt securities;

Our ability to obtain any such new debt financing will depend on, among other factors, prevailing market conditions and other factors beyond our control.

We expect to incur a substantial amount of debt in connection with the Ansys Merger and have entered into the Bridge Commitment Letter and the Term Loan Agreement for the purpose of financing a portion of the cash con…

Our significant debt may limit our financial flexibility following the Ansys Merger.

In addition, the completion of the Ansys Merger may heighten the potential adverse effects on our business, operating results or financial condition described elsewhere in the Risk Factors in this Annual Report.

Our ability to manage our business and growth will require us to continue to improve our operational, financial and management controls, reporting systems and procedures.

“The growth of our business depends primarily on the semiconductor and electronics industries” and “We operate in highly competitive industries, and if we do not continue to meet our customers’ demand for innovative t…

We also anticipate that the Ansys Merger will result in increased competition.

We anticipate that the Ansys Merger will substantially expand the scope and size of our business by adding substantial assets and operations to our existing business.

As a result of the Ansys Merger, we anticipate that the scope and size of our operations and business will substantially change and will result in certain incremental risks to us, including increased competition.

If we do not successfully manage these issues and the other challenges inherent in integrating an acquired business, then we may not achieve the anticipated benefits of the Ansys Merger on our anticipated timeframe, i…

•integrating employees and related HR systems and benefits, maintaining employee productivity and retaining key employees.

•meeting obligations that we will have to counterparties of Ansys that arise as a result of the change in control of Ansys; and

•integrating Ansys’ systems, operations and product lines;

•coordinating branding, sales and marketing efforts to effectively position the combined company’s capabilities and the direction of product development;

•consolidating and integrating corporate, IT, cybersecurity, finance and administrative infrastructures;

•integrating financial forecasting and controls, procedures and reporting cycles;

•coordinating and integrating independent research and development and engineering teams across technologies and product platforms to enhance product development while reducing costs;

•avoiding business disruptions, preserving customer and other important relationships of Ansys and attracting new business and operational relationships;

The anticipated benefits we expect from the Ansys Merger are based on projections and assumptions about our combined business with Ansys, which may not materialize as expected or which may prove to be inaccurate.

Failure to realize the benefits expected from the Ansys Merger could adversely affect our business, operating results and financial condition.

impeding completion of the Ansys Merger or of imposing additional costs or limitations on us following completion of the Ansys Merger, any of which might have an adverse effect on our business, operating results and f…

Completion of the Ansys Merger is conditioned upon the receipt of governmental approvals, including certain antitrust and foreign investment approvals.

The Ansys Merger is subject to the receipt of governmental approvals that may impose conditions that could have an adverse effect on us or, if not obtained, could prevent completion of the Ansys Merger.

•negative publicity and other negative impacts resulting from failure to complete the Ansys Merger.

•under certain specified circumstances we could be required to pay Ansys a termination fee of $1.5 billion; and

•our incurrence of significant acquisition costs that we would be unable to recoup;

•our stock price could decline to the extent it reflects an assumption that we will complete the Ansys Merger;

Any delay in completing the acquisition could cause us not to realize some or all of the anticipated benefits when expected, if at all.

It is currently anticipated that we will complete the Ansys Merger in the first half of calendar year 2025.

We may fail to complete the Ansys Merger or may not complete it on the terms described herein or in our other filings with the SEC.

We expect that the pending Ansys Merger is likely to result in a material increase in our debt and liquidity needs that will impact our capital needs.

Liquidity requirements in our U.S.

We may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which may disrupt our business and harm our financial results.

From time to time, we are subject to claims that our products infringe on third-party intellectual property rights.

•Potential impacts on our supply chain, including the effects of sustained global inflationary pressures and elevated interest rates, or global semiconductor shortages.

Our hardware products, which primarily consist of prototyping and emulation systems, subject us to distinct risks.

products could, even if untrue, adversely affect our reputation and our customers’ willingness to license IP products from us.

Product errors or defects could expose us to liability and harm our reputation and we could lose market share.

We may have to invest more resources in research and development than anticipated, which could increase our operating expenses and negatively affect our operating results.

•Compete with new and existing competitors, many of which may have more financial resources, industry experience, brand recognition, relevant intellectual property rights or established customer relationships than we do;

We may pursue new product and technology initiatives or expand into adjacent markets, and if we fail to successfully carry out these initiatives, we could be adversely impacted.

financial condition.

If we fail to timely recruit and/or retain senior management and key employees globally, our business may be harmed.

We may not be successful in our AI initiatives, which could adversely affect our business, operating results or financial condition.

If we fail to protect our proprietary technology, our business will be harmed.

We store sensitive data, including intellectual property, our proprietary business information and that of our customers, and personal information, in our data centers, on our networks or on the cloud.

Cybersecurity threats or other security breaches could compromise sensitive information belonging to us or our customers and could harm our business and our reputation.

•Problems in integrating the acquired products with our products;

•Failure of acquired products to achieve projected sales;

We may not be able to realize the potential financial or strategic benefits of the transactions we complete, or find suitable target businesses and technology to acquire.

•Changes in accounting standards, which may impact the way we recognize our revenue and costs and impact our earnings.

•General economic and political conditions that affect the semiconductor and electronics industries, such as disruptions to international trade relationships, including tariffs, changes in Export Regulations, or other…

•Delays, increased costs or quality issues resulting from our reliance on third parties to manufacture our hardware products, which includes a sole supplier for certain hardware components;