Controls & Procedures

Compliance Analysis Summary: Disclosure Controls and Internal Controls Over Financial Reporting (ICFR)

Management Conclusions on Effectiveness:
Synopsys' management concluded that, as of November 2, 2024, both its disclosure controls and procedures were effective in providing reasonable assurance that required information is recorded, processed, summarized, reported, accumulated, and communicated to management for timely decision-making. Furthermore, management concluded that the company’s internal control over financial reporting was effective as of the same date, utilizing the COSO framework.

Material Weaknesses or Significant Deficiencies:
No material weaknesses or significant deficiencies in either disclosure controls or ICFR were identified during the evaluation period.

Changes to Internal Controls During Reporting Period:
There were no changes to Synopsys' internal control over financial reporting during the fiscal quarter ended November 2, 2024, that materially affected or are reasonably likely to materially affect the effectiveness of ICFR.

Remediation Efforts and Noteworthy New Controls/Procedures:
No specific remediation efforts for identified issues were reported, as no material weaknesses were found. The evaluation process itself was noteworthy, involving an assessment under the COSO framework (2013) and the issuance of an independent auditors' report by KPMG LLP on ICFR effectiveness.

Item 9A. Controls and Procedures

(a)Evaluation of Disclosure Controls and Procedures. As of November 2, 2024, Synopsys carried out an evaluation under the supervision and with the participation of Synopsys' management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of Synopsys' disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Regardless of how well designed and operated, there are inherent limitations to the effectiveness of any system of disclosure controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable, not absolute, assurance of achieving their control objectives. Our compliance programs and compliance training for employees may not prevent our employees or contractors from breaching or circumventing our policies or violating applicable laws and regulations. Our Chief Executive Officer and Chief Financial Officer have concluded that, as of November 2, 2024, Synopsys' disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in the reports Synopsys files and submits under the Exchange Act is recorded, processed, summarized and reported as and when required, and that such information is accumulated and communicated to Synopsys' management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding its required disclosure.

(b)Management's Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) for Synopsys.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of November 2, 2024. In assessing the effectiveness of our internal control over financial reporting, our management used the framework established in Internal Control Integrated Framework (2013) issued by The Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Our management has concluded that, as of November 2, 2024, our internal control over financial reporting was effective based on these criteria. Our independent registered public accounting firm, KPMG LLP, has issued an auditors' report on the effectiveness of our internal control over financial reporting, which is included herein.

(c)Changes in Internal Control Over Financial Reporting. There were no changes in Synopsys' internal control over financial reporting during the fiscal quarter ended November 2, 2024 that have materially affected, or are reasonably likely to materially affect, Synopsys' internal control over financial reporting.

Synopsys Inc Controls & Procedures Analysis

Controls & Procedures