SYNOPSYS INC
For the period ended Apr 30, 2026. Filed May 27, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Apr 30, 2026 · Filed May 27, 2026
SNPS$450.46+2.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-01-31; filed 2026-02-25.
0000883241-26-000014
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-04-30; filed 2026-05-27.
0000883241-26-000018
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 124 previous paragraphs and 128 current paragraphs.
67 unchanged; 46 reworded; 9 added; 8 removed; 3 previous and 6 current paragraphs rearranged.
Tables are not compared: 16 previous and 17 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
•Revenues were $4.7 billion, an increase of $1.6 billion or 53%, which includes revenues from Ansys of $1.5 billion. The remaining growth came organically due to strength across our business, partially offset by weakness in our Design IP segment.
Current report
The increase in total revenues for the three and six months ended April 30, 2026 compared to the same periods in fiscal 2025 was primarily due to Ansys' contribution of $652.4 million and $1.5 billion in revenue, respectively, for the three and six months ended April 30, 2026, including a $12.5 million increase due to the accounting change in Ansys' channel partner business, and strength across our business, partially offset by weakness in our Design IP segment.
Current report
The increase in research and development expenses for the three months ended April 30, 2026 compared to the same period in fiscal 2025 was primarily due toincreases of $116.2 million in employee-related costs due to headcount increases from the Ansys Merger, $36.7 million in IT and facility costs, and $20.5 million in the change in the fair value of our executive deferred compensation plan assets, partially offset by a decrease in employee-related costs due to headcount decreases as a result of the 2026 Plan (as defined in Restructuring Charges below).
Current report
The increase in sales and marketing expenses for the six months ended April 30, 2026 compared to the same period in fiscal 2025 was primarily due toincreases of $267.6 million in employee-related costs due to headcount increases from the Ansys Merger, $38.9 million in IT and facility costs and $6.9 million in the change in the fair value of our executive deferred compensation plan assets, offset in part by a decrease in employee-related costs due to headcount decreases as a result of the 2026 Plan.
Current report
Cash Provided by Operating Activities
Current report
Stock Repurchase Program
Current report
In March 2026, we entered into an accelerated stock repurchase agreement (the March 2026 ASR) to repurchase anaggregate of $250.0 million of our common stock. Pursuant to the March 2026 ASR, we made a prepayment of $250.0 million to receive initial deliveries of shares valued at $212.5 million. The remaining share repurchase of $37.5 million will be completed no later than June 1, 2026. Under the terms of the March 2026 ASR, the specific number of shares that we will ultimately repurchase will be based on the volume-weighted average share price of our common stock during the repurchase period, less a discount.
Current report
During the three months ended April 30, 2026, we also repurchased on the open market approximately 126.7 thousand shares of our common stock pursuant to the Program, at an average price of $394.78 per share for an aggregate purchase price of $50.0 million.
Current report
The IR Act was enacted in the United States on August 16, 2022. The IR Act imposes a 1% excise tax on the fair market value of stock repurchases made by covered corporations after December 31, 2022. The total taxable value of shares repurchased is reduced by the fair market value of any newly issued shares during the taxable year. As of April 30, 2026, this has not had any impact on our consolidated financial statements.
Removed paragraphs (8)
Previous report
The increase in total revenues for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to Ansys' contribution of $885.6 million in revenue for the three months ended January 31, 2026, and revenue growth of our business across a majority of product groups and geographies, offset by weakness in our Design IP segment as we take actions to sharpen our execution and reallocate resources to the highest growth opportunities.
Previous report
Cash Used in Investing Activities
Previous report
Cash Used in Financing Activities
Previous report
On October 3, 2024, we reduced the Bridge Commitment by $1.1 billion to $10.6 billion following the closing of the Software Integrity Divestiture. On March 17, 2025, we further reduced the Bridge Commitment by $9.9 billion following the issuance of the Senior Notes. On the Acquisition Date, we terminated the approximately $690.0 million in remaining Bridge Commitment, reducing total Bridge Commitment to $0.
Previous report
The Term Loan Agreement provides for two tranches of senior unsecured term loans: a $1.45 billion tranche (Tranche 1) that matures on July 17, 2027 and a $2.85 billion tranche (Tranche 2) that matures on July 17, 2028. On October 17, 2025, we made early repayment of $850.0 million on the Tranche 1 Term Loan. During the first quarter of fiscal 2026, we paid off the remaining $3.5 billion, and the Term Loans were terminated upon repayment.
Previous report
Under the Term Loan Agreement, borrowings bear interest on the principal amount outstanding at a floating rate based on, at Synopsys’ election, (i) the Adjusted Term SOFR Rate (as defined in the Term Loan Agreement) plus an applicable margin based on the credit ratings of Synopsys ranging from 0.875% to 1.375% (in the case of Tranche 1) or 1.000% to 1.500% (in the case of Tranche 2) or (ii) the ABR (as defined in the Term Loan Agreement) plus an applicable margin based on the credit ratings of Synopsys ranging from 0.000% to 0.375% (in the case of Tranche 1) or 0.000% to 0.500% (in the case of Tranche 2).
Previous report
Under the Sixth Amendment, certain amendments became effective on February 13, 2024 and certain additional amendments became effective on the Acquisition Date. The Sixth Amendment amended the financial covenant to allow netting of the cash proceeds of certain debt incurred to finance the Ansys Merger as well as certain other modifications set forth therein. The Sixth Amendment, among other things, also amended: (i) the applicable margin used to determine the interest that accrues on loans and the facility fee payable under the revolving credit facility to be based on our credit ratings, (ii) the financial covenant thresholds under the financial covenant in the Revolving Credit Agreement requiring us to maintain a maximum consolidated leverage ratio and (iii) certain conditions to borrowing, other non-financial covenants and events of default.
Previous report
Interest under the Revolving Credit Agreement accrues on dollar-denominated loans at a floating rate based on, at Synopsys’ election, (i) the Adjusted Term SOFR Rate (as defined in the Revolving Credit Agreement) plus an applicable margin based on our credit ratings ranging from 0.795% to 1.200% or (ii) the ABR (as defined in the Revolving Credit Agreement) plus an applicable margin based on our credit ratings ranging from 0.000% to 0.200%. In addition to the interest on any outstanding loans, Synopsys is also required to pay a facility fee on the entire portion of the revolving credit facility ranging from 0.080% to 0.175% based on the credit ratings of Synopsys on the daily amount of the revolving commitment.
Reworded paragraphs (46)
Previous wording
This Quarterly Report on Form 10-Q (this Quarterly Report) includes forward-looking statements, which involve risks, uncertainties and other factors that could cause Synopsys, Inc.'s (Synopsys, we, our or us) actual results, time frames or achievements to differ materially from those expressed or implied in such forward-looking statements. Readers are urged to carefully review and consider the various disclosures regarding these risks and uncertainties made in this Quarterly Report, including those identified below in Part II, Item 1A, Risk Factors, and in other documents we file from time to time with the Securities and Exchange Commission (SEC). Forward-looking statements include any statements that are not statements of historical fact and include, but are not limited to, statements concerning strategies related to our products, technology and services; our acquisition of ANSYS, Inc. (Ansys), and its expected impact; business and market outlook, strategies, technological trends, such as artificial intelligence (AI), and initiatives and opportunities, including, among other things, our reallocation of resources in our Design IP segment to higher growth opportunities; the potential impact of the uncertain macroeconomic environment and global economic conditions on our financial results; the impact of current and future U.S. and foreign trade regulations, government actions and regulatory changes, such as export control restrictions and tariffs, including the anticipated impact of China export control restrictions; planned acquisitions or divestitures, and their anticipated impact; customer concentration, demand and market expansion; our planned product releases and capabilities, including the creation of joint solutions as a result of the Ansys Merger; industry growth rates; the expected realization of our contracted but unsatisfied or partially unsatisfied performance obligations (backlog); planned stock repurchases; our expected tax rate; and the status, expected outcome or expected impact of litigation and/or regulatory investigations. Forward-looking statements may be identified by words including, but not limited to, “may,” “will,” “could,” “would,” “can,” “should,” “anticipate,” “expect,” “intend,” “believe,” “estimate,” “project,” “continue,” “forecast,” "likely," "potential," "seek," or the negatives of such terms and similar expressions. The information included herein represents our estimates and assumptions as of the date of this filing. 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 the future. All subsequent written or oral forward-looking statements attributable to Synopsys or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements.
Current wording
This Quarterly Report on Form 10-Q (this Quarterly Report) includes forward-looking statements, which involve risks, uncertainties and other factors that could cause Synopsys, Inc.'s (Synopsys, we, our or us) actual results, time frames or achievements to differ materially from those expressed or implied in such forward-looking statements. Readers are urged to carefully review and consider the various disclosures regarding these risks and uncertainties made in this Quarterly Report, including those identified below in Part II, Item 1A, Risk Factors, and in other documents we file from time to time with the Securities and Exchange Commission (SEC). Forward-looking statements include any statements that are not statements of historical fact and include, but are not limited to, statements concerning our short-term and long-term financial targets, expectations and objectives; our businesses, business segments, strategies, partnerships, initiatives and opportunities, including, among other things, the reallocation of resources in our Design IP segment to higher growth opportunities and planned restructuring activities; industry growth and technological trends, such as artificial intelligence (AI), including our development and planned commercialization thereof; business and market outlook; the potential impact of the uncertain macroeconomic environment and global economic conditions on our financial results; the impact of current and future U.S. and foreign trade regulations, government actions and regulatory changes, such as export control restrictions and tariffs; the ANSYS, Inc. (Ansys) integration and its expected impact, including expected synergies and the timing thereof, our ability to create joint solutions as a combined company, and related accounting changes; planned acquisitions or divestitures, including the expected completion of the sale of the Processor IP Solutions (Processor IP) business, and their anticipated timing and impact; our key customers, customer concentration, customer engagement, customer demand and market expansion; results and strategies related to our products, technology and services, including product development and our planned product releases and capabilities; the expected realization of our contracted but unsatisfied or partially unsatisfied performance obligations (backlog); planned stock repurchases; our expected tax rate; and the status, expected outcome or expected impact of litigation and/or regulatory investigations. Forward-looking statements may be identified by words including, but not limited to, “may,” “will,” “could,” “would,” “can,” “should,” “anticipate,” “expect,” “intend,” “believe,” “estimate,” “project,” “continue,” “forecast,” "likely," "potential," "seek," or the negatives of such terms and similar expressions. The information included herein represents our estimates and assumptions as of the date of this filing. Unless required by law, we undertake no obligation to update publicly any forward-…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
For the first quarter of fiscal 2026, our results reflect continued, strong execution and the resiliency of our business, including 66% revenue growth compared to the first quarter of fiscal 2025, primarily due to revenue growth across a majority of product groups and geographies and Ansys' contribution of $885.6 million in revenue. We saw overall strength in our Design Automation segment, partially offset by weakness in our Design IP segment. We are taking actions to sharpen our execution and reallocate resources to the highest growth opportunities but continue to expect to see muted growth in our Design IP segment in fiscal 2026.
Current wording
For the second quarter of fiscal 2026, our results reflect continued, strong execution and the resiliency of our business, including 42% revenue growth compared to the second quarter of fiscal 2025, primarily due to strength across our business and Ansys' contribution of $652.4 million in revenue, partially offset by weakness in our Design IP segment.
Previous wording
•Revenues were $2.4 billion, an increase of $953.5 million or 66%, which includes revenues from Ansys of $885.6 million. The remaining growth came organically across a majority of products and geographies, offset by weakness in our Design IP segment.
Current wording
•Revenues were $2.3 billion, an increase of $671.7 million or 42%, which includes revenues from Ansys of $652.4 million. The remaining growth came organically due to strength across our business, partially offset by weakness in our Design IP segment.
Previous wording
•Total cost of revenue and operating expenses was $2.2 billion, an increase of $1.0 billion or 83%, reflecting $394.1 million of amortization expense related to intangible assets acquired from the Ansys Merger, as well as an increase of $350.2 million in employee-related costs primarily due to the headcount increases as a result of the Ansys Merger.
Current wording
•Total cost of revenue and operating expenses was $4.4 billion, an increase of $1.9 billion or 79%, reflecting $788.3 million of amortization expense related to intangible assets acquired from the Ansys Merger, as well as an increase of $594.7 million in employee-related costs primarily due to the headcount increases as a result of the Ansys Merger.
Previous wording
Synopsys delivers industry-leading silicon design, simulation and analysis (S&A) and IP solutions as well as design services. We partner closely with our customers across a wide range of industries to maximize their R&D capability and productivity, powering innovation today that ignites the ingenuity of tomorrow. For more information about our business segments and product groups, see Part I, Item 1, Business in our Annual Report.
Current wording
Synopsys delivers industry-leading silicon design, IP, simulation and analysis (S&A) solutions and design services. We partner closely with our customers across a wide range of industries to maximize their R&D capability and productivity, powering innovation today that ignites the ingenuity of tomorrow. For more information about our business segments and product groups, see Part I, Item 1, Business in our Annual Report.
Previous wording
The current macroeconomic environment reflects the effects of, among other things, changes in U.S. and global trade policy, including the tariffs enacted beginning in 2025 by the U.S. and other governments and subsequent tariff and trade policy revisions, sustained global inflationary pressures and elevated interest rates, potential economic slowdowns or recessions, supply chain disruptions, geopolitical pressures, and fluctuations in foreign exchange rates. This uncertain macroeconomic environment has resulted in increased volatility in global markets. While we have seen continued strength in the artificial intelligence and high-performance computing sectors, certain industries such as industrial, automotive and consumer electronics have recovered more slowly from recent macroeconomic uncertainty. The current uncertain macroeconomic environment has led some of our customers to postpone their decision-making, delay their drawdowns under non-cancellable commitments, decrease their spending and/or delay their payments to us.
Current wording
The current macroeconomic environment reflects the effects of, among other things, changes in U.S. and global trade policy, including the tariffs enacted beginning in 2025 by the U.S. and other governments and subsequent tariff and trade policy revisions, sustained global inflationary pressures and elevated interest rates, potential economic slowdowns or recessions, supply chain disruptions, geopolitical pressures and instability, and fluctuations in foreign exchange rates. This uncertain macroeconomic environment has resulted in increased volatility in global markets. While we have seen continued strength in the artificial intelligence and high-performance computing sectors, certain industries such as industrial, automotive and consumer electronics have experienced more modest growth. The current uncertain macroeconomic environment has led some of our customers to postpone their decision making, delay their drawdowns under non-cancellable commitments, decrease their spending and/or delay their payments to us.
Previous wording
We are actively monitoring changes to global trade policy, such as changes to U.S. Export Regulations (as defined below) and developments related to the tariffs enacted by the U.S. government. Beginning in fiscal 2025, the U.S. government has imposed a number of new and higher U.S. tariffs on imports from countries around the world. Certain countries have responded to the U.S. tariffs by imposing or threatening retaliatory tariffs. There may be additional changes to tariffs or new tariffs and other aspects of global trade policy in fiscal 2026 in the U.S. and other countries due to global trade negotiations and other factors. These changes in global trade policy have not had a material impact on our business, operating results or financial condition to date.
Current wording
We are actively monitoring changes to global trade policy, such as changes to U.S. Export Regulations (as defined below) and developments related to the tariffs enacted by the U.S. government. Beginning in fiscal 2025, the U.S. government has imposed a number of new and higher U.S. tariffs on imports from countries around the world. Certain countries responded to the U.S. tariffs by imposing or threatening retaliatory tariffs. There may be additional changes to tariffs or new tariffs and other aspects of global trade policy in fiscal 2026 in the U.S. and other countries due to global trade negotiations and other factors. These changes in global trade policy have not had a material impact on our business, operating results or financial condition to date.
Previous wording
We are also monitoring other geopolitical pressures around the world, including, among others, changes in China-Taiwan and U.S.-China relations, the conflicts in Ukraine and the Middle East and other regional or global military conflicts or instability. Any significant disruption caused by these or other geopolitical pressures or conflicts could materially affect our employees, business, operating results, financial condition or customers in those regions of the world. For example, Synopsys has employees, operations, customers and strategic partners in the Middle East. While we are actively monitoring the ongoing conflicts, at this time they have not had a material impact on our business, operating results or financial condition to date.
Current wording
We are also monitoring other geopolitical pressures around the world, including, among others, changes in China-Taiwan and U.S.-China relations, the conflicts in Ukraine and the Middle East and other regional or global military conflicts or instability. Any significant disruption caused by these or other geopolitical pressures or conflicts could materially affect our employees, business, operating results, financial condition or customers in those regions of the world. For example, Synopsys has employees, operations, customers and strategic partners in the Middle East. While we are actively monitoring the ongoing conflicts, they have not had a material impact on our business, operating results or financial condition to date.
Previous wording
Design Automation. This segment includes our advanced silicon design, verification products and services, and Ansys products, and system integration products and services. This segment also includes digital, custom and field programmable gate array (FPGA) integrated circuit (IC) design software, verification software and hardware products, and manufacturing software products. Designers use our EDA products to accelerate and automate the chip design process, reduce errors and enable more powerful and robust designs, with improved productivity for faster time to market. Engineers use our S&A solutions to virtually test and optimize designs across various physics domains, such as structural analysis, thermal analysis, and computational fluid dynamics (CFD).
Current wording
Design Automation. This segment includes our advanced silicon design, verification products and services, and Ansys products, and system integration products and services. This segment also includes digital, custom and field programmable gate array (FPGA) integrated circuit (IC) design software, verification software and hardware products, and manufacturing software products. Designers use our electronic design automation (EDA) products to accelerate and automate the chip design process, reduce errors and enable more powerful and robust designs, with improved productivity for faster time to market. Engineers use our S&A solutions to virtually test and optimize designs across various physics domains, such as structural analysis, thermal analysis, and computational fluid dynamics (CFD).
Previous wording
We believe the critical accounting policies that reflect more significant judgments and estimates used in the preparation of our consolidated financial statements regarding critical accounting estimates are Revenue Recognition and Business Combinations. There have been no material changes in our critical accounting estimates during the three months ended January 31, 2026 since our Annual Report for fiscal 2025.
Current wording
We believe the critical accounting policies that reflect more significant judgments and estimates used in the preparation of our consolidated financial statements regarding critical accounting estimates are Revenue Recognition and Business Combinations. There have been no material changes in our critical accounting estimates during the six months ended April 30, 2026 since our Annual Report for fiscal 2025.
Previous wording
Our results of operations for the three months ended January 31, 2026 reflect the inclusion of Ansys' results of operations. As discussed above, we completed the Ansys Merger on July 17, 2025 and therefore our results of operations for the three months ended January 31, 2025 do not include Ansys' results of operations for such time period, impacting the period comparisons discussed below.
Current wording
Our results of operations for the three and six months ended April 30, 2026 reflect the inclusion of Ansys' results of operations. As discussed above, we completed the Ansys Merger on July 17, 2025 and therefore our results of operations for the three and six months ended April 30, 2025 do not include Ansys' results of operations for such time periods, impacting the period comparisons discussed below.
Previous wording
•S&A solutions allow engineers to virtually test and optimize designs across various physics domains, such as structural analysis, thermal analysis, and CFD. S&A software solutions are offered as subscription solutions and also as perpetual licenses. Software subscription arrangements include bundles of time-based software licenses with support services, which includes rights to technical support and software updates that are provided over the support term and are transferred to the customer over time. In such subscription arrangements, the updates to time-based software licenses are not considered integral to maintaining the utility of the software. We consider the license and support services as separate performance obligations. In these instances, we allocate the total consideration received for the revenue arrangement to the separate performance obligations based on the standalone selling prices of the time-based software license and support service. The time-based software license revenue is presented as upfront products revenue, recognized at a point of time upon the later of the delivery date or the beginning of the license period, and the revenue related to the support service is presented as maintenance and service revenue and is recognized over the term of the arrangement. Perpetual license arrangements typically include a perpetual license sold with support services, which includes a stand-ready obligation to provide technical support and software updates over the support term. We allocate the total consideration received for the bundled perpetual and support service arrangements based on the standalone selling prices of the perpetual license and support service. Revenue from perpetual licenses is presented as upfront product revenue and is recognized at a point in time upon the later of the delivery date or the beginning of the license period. Revenue from support service is classified as maintenance and service revenue and is recognized ratably over the term of the contract, as we satisfy the support service performance obligation.
Current wording
•S&A solutions allow engineers to virtually test and optimize designs across various physics domains, such as structural analysis, thermal analysis, and CFD. S&A software solutions are offered as subscription solutions and also as perpetual licenses. Software subscription arrangements include bundles of time-based software licenses with support services, which includes rights to technical support and software updates that are provided over the support term and are transferred to the customer over time. In such subscription arrangements, the updates to time-based software licenses are not considered integral to maintaining the utility of the software. We consider the license and support services as separate performance obligations. In these instances, we allocate the total consideration received for the revenue arrangement to the separate performance obligations based on the standalone selling prices of the time-based software license and support service. The time-based software license revenue is presented as upfront products revenue, recognized at a point of time upon the later of the delivery date or the beginning of the license period, and the revenue related to the support service is presented as maintenance and service revenue and is recognized over the term of the arrangement. Perpetual license arrangements typically include a perpetual license sold with support services, which includes a stand-ready obligation to provide technical support and software updates over the support term. We allocate the total consideration received for the bundled perpetual and support service arrangements based on the standalone selling prices of the perpetual license and support service. Revenue from perpetual licenses is presented as upfront product revenue and is recognized at a point in time upon the later of the delivery date or the beginning of the license period. Revenue from support service is classified as maintenance and service revenue and is recognized ratably over the term of the contract, as we satisfy the support service performance obligation. For our reseller business, we evaluate whether we are the principal or agent for reporting purposes. Beginning in the second quarter of fiscal 2026, we have enhanced our channel partner arrangements to improve oversight and pricing visibility. Specifically, we now have visibility into end-customer pricing, improved delivery control over key distributors, and are able to provide routine maintenance to the end customers. As a result, we report our revenue from reseller arrangements on a gross basis beginning in the second quarter of fiscal 2026.
Previous wording
Contracted but unsatisfied or partially unsatisfied performance obligations (backlog) were $11.3 billion as of January 31, 2026, which includes $1.9 billion in non-cancellable FSA commitments from customers where actual product selection and quantities of specific products or services are to be determined by customers at a later date. We have elected to exclude future sales-based royalty payments from the remaining performance obligations. Approximately 47% of the backlog as of January 31, 2026, excluding non-cancellable FSA, is expected to be recognized as revenue over the next 12 months, with the remainder recognized thereafter. The majority of the remaining backlog is expected to be recognized in the following three years.
Current wording
Contracted but unsatisfied or partially unsatisfied performance obligations (backlog) were $11.0 billion as of April 30, 2026, which includes $1.8 billion in non-cancellable FSA commitments from customers where actual product selection and quantities of specific products or services are to be determined by customers at a later date. We have elected to exclude future sales-based royalty payments from the remaining performance obligations. Approximately 49% of the backlog as of April 30, 2026, excluding non-cancellable FSA, is expected to be recognized as revenue over the next 12 months, with the remainder to be recognized thereafter. The majority of the remaining backlog is expected to be recognized in the following three years.
Previous wording
The amount and composition of unsatisfied performance obligations will fluctuate period to period. We do not believe the amount of unsatisfied performance obligations is indicative of future sales or revenue, or that such obligations at the end of any given period correlates with actual sales performance of a particular geography or particular products and services. For more information regarding our revenue during the three months ended January 31, 2026, including our contract balances as of such date, see Note 4. Revenue of the Notes to Condensed Consolidated Financial Statementsin this Quarterly Report.
Current wording
The amount and composition of unsatisfied performance obligations will fluctuate period to period. We do not believe the amount of unsatisfied performance obligations is indicative of future sales or revenue, or that such obligations at the end of any given period correlates with actual sales performance of a particular geography or particular products and services. For more information regarding our revenue during the three and six months ended April 30, 2026, including our contract balances as of such date, see Note 5. Revenue of the Notes to Condensed Consolidated Financial Statementsin this Quarterly Report.
Previous wording
The increase in time-based products revenue for thethree months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily attributable to Ansys' contribution of $78.4 million in time-based products revenue for the three months ended January 31, 2026, and an increase in TSL license revenue from arrangements booked in prior periods.
Current wording
The increase in time-based products revenue for the three andsix months ended April 30, 2026 compared to the same periods in fiscal 2025 was primarily attributable to Ansys' contribution of $78.7 million and $157.1 million in time-based products revenue, respectively for the three andsix months ended April 30, 2026, and an increase in TSL license revenue from arrangements booked in prior periods.
Previous wording
The increase in upfront products revenue for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to Ansys' contribution of $383.0 million in upfront products revenue andan increase in the sale of hardware products driven by higher demand from customers, offset by a decrease in license revenue due to timing of customer requirements for IP products and the Optical Solutions Group divestiture, for the three months ended January 31, 2026.
Current wording
The increase in upfront products revenue for the three and six months ended April 30, 2026 compared to the same periods in fiscal 2025 was primarily due to Ansys' contribution of $149.3 million and $532.3 million, respectively for the three and six months ended April 30, 2026 in upfront products revenue, partially offset by a decrease in license revenue due to timing of customer requirements for IP products and the Optical Solutions Group divestiture.
Previous wording
The increase in maintenance revenue for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to an increase in the volume of arrangements that include maintenance largely due to Ansys' contribution of $404.4 million in maintenance revenue for the three months ended January 31, 2026.
Current wording
The increase in maintenance revenue for the three and six months ended April 30, 2026 compared to the same periods in fiscal 2025 was primarily due to an increase in the volume of arrangements that include maintenance largely due to Ansys' contribution of $402.9 million and $807.3 million in maintenance revenue, respectively, for the three and six months ended April 30, 2026.
Previous wording
The increase in professional service and other revenue for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to Ansys' contribution of $19.8 million in professional service and other revenue and the timing of IP customization projects.
Current wording
The increase in professional service and other revenue for the three and six months ended April 30, 2026 compared to the same periods in fiscal 2025 was primarily due to Ansys' contribution of $21.5 million and $41.3 million in professional service and other revenue, respectively, for the three and six months ended April 30, 2026 and the timing of IP customization projects.
Previous wording
The increase incosts of products revenue and costs of maintenance and service revenue for the three months ended January 31, 2026 compared to the same period in fiscal 2025 wasprimarily due to increases in employee-related costs as a result of headcount increases from the Ansys Merger, which contributed $28.7 million, and organic growth, which contributed $5.5 million, $23.9 million in hardware-related costs including inventory provisions, $14.9 million in costs to fulfill IP consulting arrangements, and $12.1 million in IT and facility costs. The increase in amortization of acquired intangible assetsfor the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to an increase of $242.1 million in connection with the Ansys Merger.
Current wording
The increase incosts of products revenue and costs of maintenance and service revenue for the six months ended April 30, 2026 compared to the same period in fiscal 2025 wasprimarily due to increases in employee-related costs as a result of headcount increases from the Ansys Merger, which contributed $54.6 million, $31.0 million in costs to fulfill IP consulting arrangements, $22.3 million in IT and facility costs and $22.3 million in hardware-related costs including inventory provisions. The increase in amortization of acquired intangible assetsfor the six months ended April 30, 2026 compared to the same period in fiscal 2025 was primarily due to an increase of $484.4 million in connection with the Ansys Merger.
Previous wording
The increase in research and development expenses for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due toincreases of $127.0 million in employee-related costs due to headcount increases from the Ansys Merger and $37.6 million in IT and facility costs, partially offset by a decrease of $4.8 million in the change in the fair value of our executive deferred compensation plan assets.
Current wording
The increase in research and development expenses for the six months ended April 30, 2026 compared to the same period in fiscal 2025 was primarily due toincreases of $243.2 million in employee-related costs due to headcount increases from the Ansys Merger, $74.3 million in IT and facility costs and $15.8 million in the change in the fair value of our executive deferred compensation plan assets, partially offset by a decrease in employee-related costs due to headcount decreases as a result of the 2026 Plan.
Previous wording
The increase in sales and marketing expenses for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due toincreases of $143.8 million in employee-related costs due to headcount increases from the Ansys Merger and $19.3 million in IT and facility costs.
Current wording
The increase in sales and marketing expenses for the three months ended April 30, 2026 compared to the same period in fiscal 2025 was primarily due toincreases of $123.8 million in employee-related costs due to headcount increases from the Ansys Merger, $19.5 million in IT and facility costs and $7.3 million in the change in the fair value of our executive deferred compensation plan assets, partially offset by a decrease in employee-related costs due to headcount decreases as a result of the 2026 Plan.
Previous wording
The increase in general and administrative expenses for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to increases of $47.2 million in employee-related costs due to headcount increases from the Ansys Merger, which contributed $39.7 million, and organic growth, which contributed $7.5 million, $3.4 million in depreciation and maintenance expense and $2.0 million in IT and facility costs, partially offset by a decrease of $41.9 million in consulting and other professional fees.
Current wording
The increase in general and administrative expenses for the six months ended April 30, 2026 compared to the same period in fiscal 2025 was primarily due to increases of $63.3 million in employee-related costs due to headcount increases from the Ansys Merger, $7.3 million in depreciation and maintenance expense and $4.2 million in IT and facility costs, partially offset by a decrease of $54.0 million in consulting and other professional fees.
Previous wording
The increase in amortization of acquired intangible assets for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to amortization expense related to intangible assets acquired from the Ansys Merger. See Note 5. Goodwill and Intangible Assetsof the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for a schedule of future amortization amounts.
Current wording
The increase in amortization of acquired intangible assets for the three and six months ended April 30, 2026 compared to the same periods in fiscal 2025 was primarily due to amortization expense related to intangible assets acquired from the Ansys Merger. See Note 6. Goodwill and Intangible Assetsof the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for a schedule of future amortization amounts.
Previous wording
In the fourth quarter of fiscal 2025, we initiated a restructuring plan for involuntary employee terminations as part of a business reorganization (the 2026 Plan). Total charges under the 2026 Plan are expected to be in the range of $300.0 million to $350.0 million, and consist primarily of severance costs, other one-time termination benefits and facility exit costs. The 2026 Plan is anticipated to be completed by the end of fiscal 2027, with majority of the workforce reduction in fiscal 2026. We recorded restructuring charges of $118.3 million in the first quarter of fiscal 2026. See Note 9. Restructuring Charges of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for more information.
Current wording
In November 2025, we initiated a restructuring plan for involuntary employee terminations as part of a business reorganization (the 2026 Plan). Total charges under the 2026 Plan are expected to be in the range of $300.0 million to $350.0 million, and consist primarily of severance costs and other one-time termination benefits. The 2026 Plan is anticipated to be completed by the end of fiscal 2027, with majority of the workforce reduction in fiscal 2026. We recorded restructuring charges of $115.9 million and $234.2 million for the three andsix months ended April 30, 2026, respectively. See Note 10. Restructuring Charges of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for more information.
Previous wording
The increase in interest expense for the three months ended January 31, 2026 as compared to the same period in fiscal 2025 was primarily due to interest on the Senior Notes issued in the second quarter of fiscal 2025 and the borrowing under the Term Loan Agreement in the third quarter of fiscal 2025 in connection with the Ansys Merger. See Note 10. Senior Notes, Bridge Commitment Letter, Term Loan and Revolving Credit Facilitiesof the Notes to Condensed Consolidated Financial Statementsin this Quarterly Report for further detail on our debt obligations.
Current wording
The increase in interest expense for the six months ended April 30, 2026 as compared to the same period in fiscal 2025 was primarily due to interest on the Senior Notes issued in the second quarter of fiscal 2025 and the borrowing under the Term Loan Agreement in the third quarter of fiscal 2025 in connection with the Ansys Merger. See Note 11. Senior Notes, Bridge Commitment Letter, Term Loan and Revolving Credit Facilitiesof the Notes to Condensed Consolidated Financial Statementsin this Quarterly Report for further detail on our debt obligations.
Previous wording
The decrease in other income (expense) for the three months ended January 31, 2026 as compared to the same period in fiscal 2025 was primarily due to lower interest income as a result of lower average cash balances and a decrease in the change in fair value of our executive deferred compensation plan assets.
Current wording
The decrease in other income (expense), net for the three and six months ended April 30, 2026 as compared to the same periods in fiscal 2025 was primarily due to the gain recognized from the sale of an office building for the three and six months ended April 30, 2025, lower interest income as a result of lower average cash balances, partially offset by an increase in the change in fair value of our executive deferred compensation plan assets.
Previous wording
The increase in adjusted operating income for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to an increase in revenue from arrangements booked in prior periods.
Current wording
The increase in adjusted operating income for the three and six months ended April 30, 2026 compared to the same periods in fiscal 2025 was primarily due to an increase in revenue from arrangements booked in prior periods.
Previous wording
The decrease in adjusted operating income for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to lower revenueas we take actions to sharpen our execution and reallocate resources to the highest growth opportunities.
Current wording
The decrease in adjusted operating income for the three and six months ended April 30, 2026 compared to the same periods in fiscal 2025 was primarily due to lower revenueas we continue to reallocate resources to the highest growth opportunities.
Previous wording
Our effective tax rate increased in the three months ended January 31, 2026, as compared to the same period in fiscal 2025, primarily due to the reduced benefit from stock-based compensation and foreign-derived intangible income deduction. The capital loss on the sale of our ownership in OpenLight was included in the first quarter of 2025.
Current wording
Our effective tax rate increased in the three and six months ended April 30, 2026, as compared to the same periods in fiscal 2025, primarily due to the reduced benefit from stock-based compensation and foreign-derived intangible income deduction. The capital loss on the sale of our ownership in OpenLight was included in the first quarter of 2025.
Previous wording
Our principal sources of liquidity are funds generated from our business operations and funds that may be drawn down under our revolving credit and term loan facilities.
Current wording
Our principal sources of liquidity are funds generated from our business operations and funds that may be drawn down under our revolving credit facility.
Previous wording
As of January 31, 2026, we held $2.2 billion in cash, cash equivalents and short-term investments. We also held $4.7 million in restricted cash primarily associated with deposits for office leases and employee loan programs. Our cash equivalents consisted primarily of taxable money market mutual funds, time deposits and highly liquid investments with maturities of three months or less. Our short-term investments include U.S. government and municipal obligations, and investment-grade available-for-sale debt with an overall weighted-average credit rating of approximately AA.
Current wording
As of April 30, 2026, we held $2.5 billion in cash, cash equivalents and short-term investments. We also held $4.3 million in restricted cash primarily associated with deposits for office leases and employee loan programs. Our cash equivalents consisted primarily of taxable money market mutual funds, time deposits and highly liquid investments with maturities of three months or less. Our short-term investments include U.S. government and municipal obligations, and investment-grade available-for-sale debt with an overall weighted-average credit rating of approximately AA.
Previous wording
As of January 31, 2026, approximately $1.3 billion of our cash and cash equivalents were domiciled in various foreign jurisdictions. We have provided for foreign withholding taxes on the undistributed earnings of certain of our foreign subsidiaries to the extent such earnings are no longer considered to be indefinitely reinvested in the operations of those subsidiaries.
Current wording
As of April 30, 2026, approximately $1.5 billion of our cash and cash equivalents were domiciled in various foreign jurisdictions. We have provided for foreign withholding taxes on the undistributed earnings of certain of our foreign subsidiaries to the extent such earnings are no longer considered to be indefinitely reinvested in the operations of those subsidiaries.
Previous wording
Our debt and liquidity needs increased as a result of completing the Ansys Merger. We funded the Cash Consideration in the Ansys Merger from the issuance of the Senior Notes and the borrowings under the Term Loan Agreement. See Note 10. Senior Notes, Bridge Commitment Letter, Term Loan and Revolving Credit Facilities of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for further discussion.
Current wording
Our debt and liquidity needs increased as a result of completing the Ansys Merger. We funded the cash consideration in the Ansys Merger (the Cash Consideration) from the issuance of the Senior Notes and the borrowings under the Term Loan Agreement. See Note 11. Senior Notes, Bridge Commitment Letter, Term Loan and Revolving Credit Facilities of the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for further discussion.
Previous wording
During the second quarter of fiscal 2025, we entered into a deferred payment agreement to defer the cash settlement of the 2025 Rate Lock Agreements over a period of 5.5 years. As of January 31, 2026, we had $110.6 million outstanding balance under the deferred payment agreement related to the 2025 Rate Lock agreements. See Note 7. Financial Assets and Liabilitiesof the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for further discussion.
Current wording
During the second quarter of fiscal 2025, we entered into a deferred payment agreement to defer the cash settlement of the 2025 Rate Lock Agreements over a period of 5.5 years. As of April 30, 2026, we had $99.5 million outstanding balance under the deferred payment agreement related to the 2025 Rate Lock agreements. See Note 8. Financial Assets and Liabilitiesof the Notes to Condensed Consolidated Financial Statements in this Quarterly Report for further discussion.
Previous wording
The following sections discuss changes in our condensed consolidated statements of cash flows and other commitments of our liquidity and capital resources during the three months ended January 31, 2026.
Current wording
The following sections discuss changes in our condensed consolidated statements of cash flows and other commitments of our liquidity and capital resources during the six months ended April 30, 2026.
Previous wording
Net cash provided by operating activities was $856.8 million for thethree months ended January 31, 2026 compared to net cash used in operating activities of $67.5 million for the same period in fiscal 2025. The increase in cash provided by operating activities was primarily due to contributions from Ansys, organic growth in our business (excluding Ansys), and higher accounts receivable collections, partially offset by higher disbursements for operations, including vendor and tax payments, and lower net income of $232.7 million.
Current wording
The increase in net cash provided by operating activities for thesix months ended April 30, 2026 compared to the same period in fiscal 2025 was primarily due to contributions from Ansys, organic growth in our business (excluding Ansys), higher accounts receivable collections, and the non-recurring unrealized loss from settlement of the interest rate treasury lock of $121.6 million in the second quarter of fiscal 2025, partially offset by higher disbursements for operations, including vendor and tax payments, and lower net income of $560.9 million.
Previous wording
Cash Provided by (Used In) Operating Activities
Current wording
Cash Provided by (Used in) Investing Activities
Previous wording
The increase in net cash used in investing activities for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was driven by the non-recurring net cash proceeds of $23.8 million mainly from deferred consideration received in connection with the Software Integrity Divestiture in the first quarter of fiscal 2025, partially offset by a decrease in the purchases of property and equipment of $5.4 million and lower cash outflows from the net proceeds of $3.3 million from the purchases, sales and maturities of investments.
Current wording
Net cash used in investing activities was $89.4 million for the six months ended April 30, 2026 compared to net cash provided by investing activities of $54.0 million for the same period in fiscal 2025. The increase in cash used in investing activities was driven by net cash proceeds from the sale of an office building of $74.3 million in the second quarter of fiscal year 2025, proceeds of $70.1 million from the deferred consideration and final working capital adjustment payment received in connection with the Software Integrity Divestiture in the first half of fiscal 2025, and lower cash inflows of $6.4 million from the net proceeds from the purchases, sales and maturities of investments, partially offset by a decrease in the purchases of property and equipment of $6.8 million.
Previous wording
The increase in net cash used in financing activities for the three months ended January 31, 2026 compared to the same period in fiscal 2025 was primarily due to the repayment of the remaining $3.5 billion of the Term Loans, partially offset by net proceeds of $2.0 billion from the sale of our common stock pursuant to a securities purchase agreement with NVIDIA Corporation.
Current wording
Net cash used in financing activities was $1.9 billion for the six months ended April 30, 2026 compared to net cash provided by financing activities of $10.0 billion for the same period in fiscal 2025. In the first half of fiscal 2026, the cash used in financing activities consisted of the repayment of the remaining $3.5 billion of the Term Loans, purchases of treasury stock of $262.5 million and purchase of equity forward contract of $37.5 million in the second quarter of fiscal 2026, partially offset by net proceeds of $2.0 billion from the sale of our common stock pursuant to a securities purchase agreement with NVIDIA Corporation in the first quarter of fiscal 2026. In the first half of fiscal 2025, the cash provided by financing activities was primarily driven by the non-recurring net cash proceeds of $10.0 billion from our debt issuance.
Previous wording
On January 15, 2024, we entered into the Bridge Commitment Letter with certain financial institutions that committed to provide, subject to the satisfaction of customary closing conditions, the bridge commitment (the Bridge Commitment) for the purpose of financing a portion of the aggregate Cash Consideration in the Ansys Merger and paying related fees and expenses in connection with the Ansys Merger and the other transactions contemplated by the Merger Agreement.
Current wording
In January 2024, we entered into a bridge commitment letter with certain financial institutions that committed to provide, subject to the satisfaction of customary closing conditions, an aggregate principal amount of $16.0 billion (the Bridge Commitment) for the purpose of financing a portion of the aggregate Cash Consideration and related fees and expenses in the Ansys Merger, as well as the other transactions contemplated by the Merger Agreement. On the Acquisition Date, we reduced the total Bridge Commitment to $0.
Showing the first 40 of 46 pairs. Open the source sections for the rest.
Rearranged current paragraphs (6)
Current report — wording carried from elsewhere
•Total cost of revenue and operating expenses was $2.2 billion, an increase of $927.8 million or 76%, reflecting $394.2 million of amortization expense related to intangible assets acquired from the acquisition of Ansys (the Ansys Merger), as well as an increase of $244.5 million in employee-related costs primarily due to the headcount increases as a result of the Ansys Merger.
Current report — wording carried from elsewhere
Financial performance summary for the six months ended April 30, 2026 compared to the same period of fiscal 2025:
Current report — wording carried from elsewhere
The increase incosts of products revenue and costs of maintenance and service revenue for the three months ended April 30, 2026 compared to the same period in fiscal 2025 wasprimarily due to increases in employee-related costs as a result of headcount increases from the Ansys Merger, which contributed $25.9 million, $16.1 million in costs to fulfill IP consulting arrangements, and $10.2 million in IT and facility costs. The increase in amortization of acquired intangible assetsfor the three months ended April 30, 2026 compared to the same period in fiscal 2025 was primarily due to an increase of $242.3 million in connection with the Ansys Merger.
Current report — wording carried from elsewhere
The increase in general and administrative expenses for the three months ended April 30, 2026 compared to the same period in fiscal 2025 was primarily due to increases of $23.6 million in employee-related costs due to headcount increases from the Ansys Merger,$4.3 million in the change in the fair value of our executive deferred compensation plan assets,$3.9 million in depreciation and maintenance expense and $2.2 million in IT and facility costs, partially offset by a decrease of $12.0 million in consulting and other professional fees.
Current report — wording carried from elsewhere
The increase in interest expense for the three months ended April 30, 2026 as compared to the same period in fiscal 2025 was primarily due to interest on the Senior Notes issued in the second quarter of fiscal 2025 in connection with the Ansys Merger.
Current report — wording carried from elsewhere
Cash Provided by (Used in) Financing Activities
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
The Term Loan Agreement contains a financial covenant requiring that Synopsys maintain a maximum consolidated leverage ratio, as well as certain other non-financial covenants. As of January 31, 2026, the Term Loans were fully paid off and terminated.
Previous report — wording carried elsewhere
On February 13, 2024, we entered into a Sixth Amendment Agreement (the Sixth Amendment), which amended and restated our previous revolving credit agreement, dated as of December 14, 2022 (as amended and restated, the Revolving Credit Agreement).
Previous report — wording carried elsewhere
The Revolving Credit Agreement contains a financial covenant requiring us to maintain a maximum consolidated leverage ratio, as well as other non-financial covenants. As of January 31, 2026, we were in compliance with the financial covenant as well as the other covenants.