Employee Benefit Plans | Employee Benefit Plans Employee Stock Purchase Plan Under our Employee Stock Purchase Plan (ESPP), participating employees are granted the right to purchase shares of common stock at a price per share that is 85% of the lesser of the fair market value of the shares at (1) the beginning of an offering period (generally, a rolling two year period) or (2) the purchase date (generally occurring at the end of each semi-annual purchase period), subject to the terms of ESPP, including a limit on the number of shares that may be purchased in a purchase period. On April 9, 2020 and April 12, 2022, our stockholders approved amendments to the ESPP to increase the number of shares of common stock authorized for issuance under the plan by 5.0 million and 2.0 million shares, respectively. During fiscal 2022, 2021 and 2020, we issued 0.7 million, 1.0 million, and 1.0 million shares, respectively, under the ESPP at average per share prices of $195.48, $134.26 and $103.41, respectively. As of October 31, 2022, 14.1 million shares of common stock were reserved for future issuance under the ESPP. Equity Compensation Plans 2006 Employee Equity Incentive Plan. On April 25, 2006, our stockholders approved the 2006 Employee Equity Incentive Plan (2006 Employee Plan), which provides for the grant of incentive stock options, non-statutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights and other forms of equity compensation, including performance stock awards and performance cash awards, as determined by the plan administrator. The terms and conditions of each type of award are set forth in the 2006 Employee Plan and in the award agreements governing particular awards. Restricted stock units are granted under the 2006 Employee Plan as part of our incentive compensation program. In general, restricted stock units vest over three On April 8, 2021 and April 12, 2022, our stockholders amended the 2006 Employee Plan to, among other things, increase the number of shares of common stock reserved for future issuance under the plan by 4.7 million shares and 3.0 million shares, respectively. As of October 31, 2022, an aggregate of 2.1 million stock options and 4.6 million restricted stock units were outstanding, and 13.1 million shares were available for future issuance under the 2006 Employee Plan. 2005 and 2017 Non-Employee Directors Equity Incentive Plans. On April 6, 2017, our stockholders approved the 2017 Non-Employee Directors Equity Incentive Plan (2017 Directors Plan). In connection with stockholder approval of the 2017 Directors Plan, the 2005 Non-Employee Directors Equity Incentive Plan (2005 Directors Plan) was terminated as of April 6, 2017, and no awards could be granted under the 2005 Directors Plan after that date. Under the 2005 Directors Plan, we granted options, which vest over a period of three The 2017 Directors Plan provides for equity awards to non-employee directors in the form of stock options, restricted stock units, restricted stock or a combination thereof. On April 6, 2017, our stockholders approved an aggregate of 0.45 million shares of common stock reserved under the 2017 Directors Plan. We grant restricted stock awards and options under the 2017 Directors Plan. Restricted stock awards generally vest on an annual basis and options vest over a period of three years. As of October 31, 2022, 4,985 shares of restricted stock awards were unvested and 12,792 stock options were outstanding, and a total of 373,213 shares of common stock were reserved for future issuance under the 2017 Directors Plan. Other Assumed Stock Plans through Acquisitions. We have assumed certain outstanding stock awards of acquired companies, including restricted stock units and options. If these assumed equity awards are canceled, forfeited or expire unexercised, the underlying shares do not become available for future grant. As of October 31, 2022, 0.1 million shares of our common stock remained subject to such outstanding assumed equity awards. Restricted Stock Units. The following table contained information concerning activities related to restricted stock units granted under the 2006 Employee Plan and assumed from acquisitions: Restricted Stock Units Outstanding (1) Weighted Weighted Aggregate (in thousands, except per share amounts and years) Balance at October 31, 2019 3,857 $ 97.21 1.56 Granted (2) 2,041 $ 168.15 Vested (3) (1,480) $ 88.70 $ 261,563 Forfeited (288) $ 104.67 Balance at October 31, 2020 4,130 $ 134.80 1.47 Granted (2) 1,901 $ 258.58 Vested (3) (1,565) $ 122.01 $ 421,034 Forfeited (279) $ 167.76 Balance at October 31, 2021 4,187 $ 193.58 1.39 Granted (2) 2,402 $ 323.46 Vested (3) (1,589) $ 170.36 $ 529,766 Forfeited (362) $ 228.70 Balance at October 31, 2022 4,638 $ 265.76 1.32 (1) No restricted stock units were assumed in connection with acquisitions in the last three fiscal years, but the balance at fiscal year-end included certain restricted stock units that were previously assumed in connection with acquisitions. (2) The number of granted restricted stock units included those granted to senior management with performance-based vesting criteria (in addition to service-based vesting criteria) (performance-based RSUs) reported at the maximum possible number of shares that may ultimately be issuable if all applicable performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied. (3) The number of vested restricted stock units included shares that were withheld on behalf of employees to satisfy the minimum statutory tax withholding requirements. Stock Options. The following table summarized stock option activity and included stock options granted under all equity plans: Options Outstanding Shares Under Stock Option (1) Weighted- Weighted- Aggregate (in thousands, except per share amounts and years) Balance at October 31, 2019 5,290 $ 65.57 4.08 $ 373,112 Granted 700 $ 143.44 Exercised (1,891) $ 51.76 Canceled/forfeited/expired (106) $ 84.14 Balance at October 31, 2020 3,993 $ 85.26 4.10 $ 513,845 Granted 353 $ 239.46 Exercised (1,203) $ 66.50 Canceled/forfeited/expired (36) $ 128.49 Balance at October 31, 2021 3,107 $ 109.51 3.81 $ 694,921 Granted 293 $ 342.86 Exercised (1,126) $ 86.24 Canceled/forfeited/expired (114) $ 164.46 Balance at October 31, 2022 2,160 $ 150.37 3.57 $ 328,120 Vested and expected to vest as of October 31, 2022 2,160 $ 150.37 3.57 $ 328,120 Exercisable at October 31, 2022 1,449 $ 103.44 2.77 $ 278,915 (1) No stock options were assumed in connection with acquisitions in the last three fiscal years, but the balance at fiscal year-end included certain stock options that were previously assumed in connection with acquisitions. The aggregate intrinsic value in the preceding table represented the pre-tax intrinsic value based on stock options with an exercise price less than our closing stock price of $295.84 as of October 31, 2022. The pre-tax intrinsic value of options exercised and their average exercise prices were: Year Ended October 31, 2022 2021 2020 (in thousands, except per share price) Intrinsic value $ 273,524 $ 254,587 $ 218,640 Average exercise price per share $ 86.24 $ 66.50 $ 51.76 Restricted Stock Units and Stock Options. The following table contained additional information concerning activities related to stock options and restricted stock units that were granted under the 2006 Employee Plan and assumed from acquisitions: Available for Grant (1)(2) (in thousands) Balance at October 31, 2019 12,208 Options granted (2) (694) Options canceled/forfeited/expired (2) 102 Restricted stock units granted (1) (3,469) Restricted stock units forfeited (1) 482 Additional shares reserved 3,500 Balance at October 31, 2020 12,129 Options granted (2) (353) Options canceled/forfeited/expired (2) 36 Restricted stock units granted (1) (3,232) Restricted stock units forfeited (1) 471 Additional shares reserved 4,700 Balance at October 31, 2021 13,751 Options granted (2) (286) Options canceled/forfeited/expired (2) 114 Restricted stock units granted (1)(3) (4,083) Restricted stock units forfeited (1) 615 Additional shares reserved 3,000 Balance at October 31, 2022 13,111 (1) Restricted stock units included awards granted under the 2006 Employee Plan and assumed through acquisitions. The number of RSUs reflects the application of the award multiplier of 1.70 as described above. (2) Options granted by us are not subject to the award multiplier ratio described above. (3) The number of granted restricted stock units included those granted to senior management with market-based vesting and performance-based vesting criteria (in addition to service-based vesting criteria) (market-based RSUs) reported at the maximum possible number of shares that may ultimately be issuable if all applicable market-based and performance-based criteria are achieved at their maximum levels and all applicable service-based criteria are fully satisfied. Restricted Stock Awards . The following table summarized restricted stock award activities during fiscal 2022 under the 2005 Directors Plan and 2017 Directors Plan: Restricted Weighted-Average (in thousands, except per share amounts) Unvested at October 31, 2019 11 $ 116.43 Granted 9 $ 140.97 Vested (11) $ 116.43 Forfeited — $ — Unvested at October 31, 2020 9 $ 140.97 Granted 5 $ 261.01 Vested (9) $ 140.97 Forfeited — $ — Unvested at October 31, 2021 5 $ 261.01 Granted 5 $ 310.02 Vested (5) $ 261.01 Forfeited — $ — Unvested at October 31, 2022 5 $ 310.02 Valuation and Expense of Stock-Based Compensation. We estimate the fair value of stock options and employee stock purchase rights under the ESPP on the grant date. The value of awards expected to vest is recognized as expense over the applicable service periods. We use the straight-line attribution method to recognize stock-based compensation costs over the service period of the award except for performance grants with specific performance criteria. With respect to such performance grants in each reporting period, we estimate the probability of achievement of applicable performance goals and recognize related stock-based compensation expense using the graded-vesting method. The amount of stock-based compensation expense recognized in any period can vary based on the attainment or expected attainment of the various performance goals. If such performance goals are not ultimately met, no compensation expense is recognized and any previously recognized compensation expense is reversed. We use the Black-Scholes option-pricing model to determine the fair value of stock options and employee stock purchase plan rights . The Black-Scholes option-pricing model incorporates various subjective assumptions including expected volatility, expected term and interest rates. The expected volatility for both stock options and employee stock purchase rights is estimated by a combination of implied volatility for publicly traded options of our common stock with a term of six months or longer and the historical stock price volatility over the estimated expected term of such awards, which is based on historical experience. Restricted stock units are valued based on the closing price of our common stock on the grant date. The fair value for market-based RSUs is estimated on the grant date using a Monte Carlo simulation model with the following assumptions: expected volatilities ranging from 33.01% to 37.8%, based on the historical volatilities of our common stock and peer companies' common stock over the remaining performance period; risk-free interest rate ranging from 1.33% to 3.46%, based on the yield of the zero-coupon U.S. Treasury bill that is commensurate with the remaining performance period; and an expected term of 1.16 to 1.69 years, based on the remaining performance period of the market-based award. The assumptions presented in the following table were used to estimate the fair value of stock options and employee stock purchase rights granted under our stock plans: Year Ended October 31, 2022 2021 2020 Stock Options Expected life (in years) 4.1 4.1 4.1 Risk-free interest rate 1.07%- 4.42% 0.35% - 1.00% 0.26% - 1.71% Volatility 32.28% -37.04% 29.19% - 32.28% 23.05%- 32.80% Weighted average estimated fair value $98.07 $61.58 $33.02 ESPP Expected life (in years) 0.5 - 2.0 0.5 - 2.0 0.5 - 2.0 Risk-free interest rate 0.67% - 3.44% 0.00% - 0.19% 0.09% - 1.24% Volatility 34.51% - 38.69% 28.02% - 39.68% 25.59% - 43.06% Weighted average estimated fair value $102.63 $89.82 $47.69 The compensation cost recognized in the consolidated statements of income for our stock compensation arrangements was as follows: Year Ended October 31, 2022 (1) 2021 2020 (in thousands) Cost of products $ 55,134 $ 38,345 $ 27,193 Cost of maintenance and service 24,146 13,817 9,327 Research and development expense 241,978 171,013 125,814 Sales and marketing expense 81,617 61,940 43,205 General and administrative expense 56,154 60,157 43,045 Stock-based compensation expense before taxes 459,029 345,272 248,584 Income tax benefit (74,271) (53,483) (39,077) Stock-based compensation expense after taxes $ 384,758 $ 291,789 $ 209,507 (1) During fiscal 2022, we recognized stock-based compensation expense relating to restricted stock units, granted to senior executives in February, May and August 2022 with certain market, performance and service conditions (market-based RSUs). Under the award agreements, the vesting of the market-based RSUs is contingent on achieving total stockholder return (TSR) relative to a peer index as well as revenue growth metrics. The performance period during which the achievement goals will be measured is fiscal 2022 and fiscal 2023. The maximum potential awards that may be earned are 187.5% of the target number of the initial awards. The awards will vest in equal increments in December 2023 and December 2024 if the TSR target, revenue growth metrics, and service conditions are achieved. As of October 31, 2022, we had $999.7 million of total unrecognized stock-based compensation expense relating to options, RSUs and restricted stock awards, which is expected to be recognized over a weighted average period of 2.2 years. As of October 31, 2022, we had $77.6 million of total unrecognized stock-based compensation expense relating to the ESPP, which is expected to be recognized over a period of 2.0 years. Deferred Compensation Plan. We maintain the Synopsys Deferred Compensation Plan (Deferred Plan), which permits eligible employees to defer up to 50% of their annual cash base compensation and up to 100% of their eligible cash variable compensation. Amounts may be withdrawn from the Deferred Plan pursuant to elections made by the employees in accordance with the terms of the plan. Since the inception of the Deferred Plan, we have not made any matching or discretionary contributions to the Deferred Plan. There are no Deferred Plan provisions that provide for any guarantees or minimum return on investments. Undistributed amounts under the Deferred Plan are subject to the claims of our creditors. The securities held by the Deferred Plan are classified as trading securities. Deferred plan assets and liabilities were as follows: As of October 31, 2022 As of October 31, 2021 (in thousands) Plan assets recorded in other long-term assets $ 279,096 $ 343,820 Plan liabilities recorded in other long-term liabilities (1) $ 279,096 $ 343,820 (1) Undistributed deferred compensation balances due to participants. Income or loss from the change in fair value of the Deferred Plan assets is recorded in other income (expense), net. The increase or decrease in the fair value of the undistributed Deferred Plan obligation is recorded in total cost of revenue and operating expense. The following table summarized the impact of the Deferred Plan: Year Ended October 31, 2022 2021 2020 (in thousands) Increase (reduction) to cost of revenue and operating expense $ (68,778) $ 71,603 $ 21,469 Other income (expense), net (68,778) 71,603 21,469 Net increase (decrease) to net income $ — $ — $ — Other Retirement Plans. We sponsor various defined contribution retirement plans for our eligible U.S. and non-U.S. employees. Total contributions to these plans were $51.2 million, $49.4 million, and $41.7 million in fiscal 2022, 2021, and 2020, respectively. For employees in the United States and Canada, we match pre-tax employee contributions up to a maximum of U.S. $3,000 and Canadian $4,000, respectively, per participant per year. Certain of our international subsidiaries sponsor defined benefit retirement plans. The unfunded projected benefit obligation for these defined benefit retirement plans as of October 31, 2022 and 2021 was immaterial and recorded in other long-term liabilities in our consolidated balance sheets. |