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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                               AMENDMENT NO. 1 TO

                                   FORM 10-K

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[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                       FOR THE YEAR ENDED OCTOBER 31, 2002

                                       OR

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                         COMMISSION FILE NUMBER 0-45138

                                 SYNOPSYS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                     DELAWARE                             56-1546236
          (STATE OR OTHER JURISDICTION OF   (I.R.S. EMPLOYER IDENTIFICATION NO.)
          INCORPORATION OR ORGANIZATION)

          700 EAST MIDDLEFIELD ROAD, MOUNTAIN VIEW, CALIFORNIA 94043
                   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                                 (650) 584-5000
               REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
                          COMMON STOCK, $0.01 PAR VALUE
                                ----------------

                         PREFERRED SHARE PURCHASE RIGHTS

    Indicate  by check mark  whether  the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. [X] Yes [ ] No

    Indicate by check mark if disclosure of delinquent  filers  pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ] Yes [X] No

    Indicate by check mark whether the  registrant is an  accelerated  filer (as
defined in Rule 12b-2 of the Act).
    [  ] Yes  [X] No

    State the aggregate market value of the voting and non-voting  common equity
held by  non-affiliates  computed by  reference to the price at which the common
equity was last sold, or the average bid and asked price of such common  equity,
as of the last business day of the registrant's  most recently  completed second
fiscal quarter: $1,699,717,300.

    On  January  4, 2003  approximately  74,187,775  shares of the  registrant's
Common stock, $0.01 par value, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the  registrant's  Proxy  Statement  relating to its 2003 Annual
Meeting of Stockholders are incorporated by reference into Part III hereof.

                                Explanatory Note

This Amendment No.1 to the Registrant's  Annual Report on Form 10-K for the year
ended  October  31,  2002 is being  filed in order to amend  the pro  forma  net
income,  revenues and earnings per share  included in the  "unaudited  pro forma
results of operations"  in note 3 to the  consolidated  financial  statements on
page 70 and  "Management's  Discussion  and Analysis of Financial  condition and
results of operations" on page 38.

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                                 SYNOPSYS, INC.

                           ANNUAL REPORT ON FORM 10-K
                           YEAR ENDED OCTOBER 31, 2002

                                TABLE OF CONTENTS

                                                                        PAGE NO.
PART I

  Item 1.   Business....................................................    1
  Item 2.   Properties..................................................   14
  Item 3.   Legal Proceedings...........................................   15
  Item 4.   Submission of Matters to a Vote of Security Holders.........   17

PART II

  Item 5.   Market for Registrant's Common Equity and Related
               Stockholder Matters......................................   18
  Item 6.   Selected Financial Data.....................................   18
  Item 7.   Management's Discussion and Analysis of Financial Condition
               and Results of Operations................................   19
  Item 7a.  Quantitative and Qualitative Disclosure About Market Risk...   49
  Item 8.   Financial Statements and Supplementary Data.................   50
  Item 9.   Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure.................................   87

PART III

  Item 10.  Directors and Executive Officers of the Registrant..........   87
  Item 11.  Executive Compensation......................................   87
  Item 12.  Security Ownership of Certain Beneficial Owners and Management 87
  Item 13.  Certain Relationships and Related Transactions.............    87
  Item 14.  Controls and Procedures....................................    87


PART IV

  Item 15.  Exhibits, Financial Statements, Schedules and Reports
               on Form 8-K............................................     88

  SIGNATURES..........................................................     92
  CERTIFICATIONS......................................................    123












                                     PART I

     This Form 10-K,  including  "Item 1.  Business,"  includes  forward-looking
statements  within the meaning of Section 21E of the Securities  Exchange Act of
1934. These statements include,  but are not limited to, statements  concerning:
the Company's  business  strategy;  the Company's  expansion into the market for
physical  design  tools;  the  Company's  intentions  regarding its system level
design and verification tools; the Company's intentions regarding development of
products  that address  signal  integrity  problems;  the  Company's  intentions
regarding   design  reuse  tools  and   techniques,   including   the  Company's
expectations  regarding  expanding  its  inventory  of IP cores;  the  Company's
intentions  regarding  its physical  synthesis  line of products;  the Company's
expectations  regarding  research  and  development,  sales and  marketing,  and
general  and  administrative  expenses;  the  Company's  efforts to enhance  its
existing   products  and  develop  or  acquire  new   products;   the  Company's
expectations  regarding license mix; and the Company's  requirements for working
capital.  The  Company's  actual  results  could  differ  materially  from those
projected  in  the   forward-looking   statements  as  a  result  of  risks  and
uncertainties  that include,  but are not limited to, those  discussed under the
caption "Factors That May Affect Future Results" under  Management's  Discussion
and Analysis of Financial  Condition and Results of Operations  included in Part
II, Item 7 hereto, as well as factors discussed elsewhere in this Form 10-K.


ITEM 1. BUSINESS

INTRODUCTION

    Synopsys, Inc. (Synopsys or the Company) is a leading supplier of electronic
design  automation  (EDA)  software  to the  global  electronics  industry.  The
Company's products are used by designers of integrated circuits (ICs), including
system-on-a-chip  ICs, and the  electronic  products  (such as  computers,  cell
phones, and internet routers) that use such ICs to automate significant portions
of their chip design process.  ICs are  distinguished by the speed at which they
run,  their area,  the amount of power they consume and the cost of  production.
The Company's  products  offer its customers the  opportunity to design ICs that
are optimized for speed,  area,  power  consumption and production  cost,  while
reducing  overall  design time.  Synopsys also provides  consulting  services to
assist  customers  with  their  IC  designs,  as well as  training  and  support
services. Synopsys was incorporated in Delaware in 1987.

THE ROLE OF EDA IN THE ELECTRONICS INDUSTRY

    Over  the past  three  decades,  technology  advances  in the  semiconductor
industry have dramatically increased the size, speed and capacity of ICs:

    o   The  number of  transistors  that can be  placed  on a chip has  doubled
        roughly  every 18  months,  a  phenomenon  known  as  "Moore's  Law".  A
        state-of-the-art IC may hold over 50 million  transistors.  This is made
        possible in large part  because the width of the features on the chip is
        steadily  shrinking.  Mainstream IC designs today are produced at a 0.18
        micron  process,  with  advanced  chips being  produced at a 0.13 micron
        process.  Over the next several  years,  it is expected that the bulk of
        production will shift to 0.13 micron or below.  Chip  manufacturers  are
        beginning to design and/or produce chips at a 0.09 micron process.

    o   The speed at which chips operate has steadily increased. Microprocessors
        operating  at more than 2  gigahertz,  a speed that was unheard of a few
        years ago, are available today.

    o   Chips are also  becoming  more  economical  in their power  consumption,
        which is necessary to drive more and more powerful handheld devices.

    o   Increasingly,  functions  that formerly  were  performed by multiple ICs
        attached to a printed circuit board are being combined in a single chip,
        referred to as a system-on-a-chip.



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    Combined, these changes have fostered the development of computers, wireless
communications  networks,   hand-held  personal  digital  assistants,   Internet
routers,  and many other goods and  services  with  tremendous  capabilities  at
relatively low cost.

    While the  capabilities  of ICs have  increased,  competition and continuing
innovation   have   shortened  the  life  cycle  of  electronic   products,   so
time-to-market  is crucial to the  success  of a product.  Time-to-market  for a
product is in part  determined by the time it takes to design the chip that will
run such product. EDA software plays a critical role in reducing  time-to-market
for new  products by providing IC  designers  with tools and  techniques  to (a)
reduce  the time and  manual  effort  required  to  design,  analyze  and verify
individual  ICs, (b) improve the  performance and density of complex IC designs,
(c)   enhance   the   reliability   of  the  IC  design  and  (d)   improve  the
manufacturability of the design.

THE DESIGN PROCESS

    In simplified  form,  the design of an integrated  circuit  consists of five
basic steps:

    SYSTEM DESIGN. First, a designer describes the functions that the chip is to
perform in a  specialized  high-level  computer  language.  During  this  phase,
designers perform high level architectural design tradeoffs,  to determine,  for
example,  which  algorithms to use to implement the design,  and the portions of
the functionality to implement in hardware versus software. At the completion of
this  phase,  the  designer  produces  a  "register  transfer  level"  or  "RTL"
description of the chip.  Most of this process is completed  manually,  although
there is a small but growing  market for products that help automate  design and
verification at the system level.

    LOGIC SYNTHESIS.  After the designer is satisfied with the RTL code, a logic
synthesis  program  converts  the RTL code into a logical  diagram  of the chip.
Related  programs  insert the  circuitry  that will be required to test the chip
after  manufacture.  A "gate level" (so called  because it describes the various
groups of transistors, or "gates", required to implement the chip) data file, or
"net list", is produced.  In addition, in a growing number of designs, the logic
synthesis phase is performed  together with a portion of physical  design.  This
combined  process,  known as "physical  synthesis",  produces a file  containing
"placed gates",  which describes the logic blocks and includes information about
where they will be physically  located,  or "placed",  on a chip. See discussion
below  under  "Current  Issues  Facing IC  Designers".  In a  growing  number of
system-on-a-chip  ICs,  in  which  multiple  functions  previously  captured  on
multiple  chips  are  combined  in a single  chip,  designers  are  increasingly
performing  "design  planning",  either  before  or in  conjunction  with  logic
synthesis.  In design  planning,  the  designer  determines  the location of the
functional "blocks" that will be captured on the  system-on-a-chip and plans the
principal  wire  connections  between  the  blocks.   Logic  synthesis  is  then
performed,  more or less  independently,  on each  block,  before the blocks are
"stitched" back together.

    FUNCTIONAL  VERIFICATION.  At this stage the designer  uses  simulation  and
related programs to verify that the design successfully  performed the functions
that the designer  intended,  by feeding an exhaustive array of potential inputs
into  a  specialized  program,  "simulating"  the  functioning  of the  chip  as
designed,  and  checking to confirm  that the outputs  match what was  expected.
Techniques that use advanced  mathematical  calculations  rather than simulation
are also used. The designer also uses a timing analysis  program to confirm that
the chip as designed will operate at the speed the designer intended.

    PHYSICAL DESIGN. If the designer is satisfied with the results of high level
verification, the transistors, and all of the wires connecting each one of them,
are mapped out in a series of transformations  that gradually gets more and more
detailed.  First,  the  location  on the chip  die of each  block of the chip is
finalized,  and the location of each transistor  within each block is determined
-- a process known as  "placement"  -- then all of the  connections  between the
transistors are determined -- a process known as "routing". The result is one or
more data files that can be read by physical  verification  programs (see below)
or by the equipment used to manufacture the chip.

    PHYSICAL  VERIFICATION.  Before  sending  the  design  data  file  to a chip
manufacturer  for  fabrication,  a series  of  further  verification  steps  are
undertaken.  The  designer  must confirm that the chip as placed and routed will

                                       2


operate at the speed  anticipated  during the logic design  phase.  The designer
also  must  check  for  unintended  electrical  effects  that  may  arise  as  a
consequence of placing  certain  portions of the chip, or routing certain of its
"wires",  too close  together  or  otherwise  inefficiently.  In  addition,  the
designer must verify that the final design complies with all of the design rules
set forth by the party that will manufacture the chip. Finally, the designer may
need to add  features to the design to ensure that the chip can be  manufactured
successfully.

    The foregoing  discussion has been greatly simplified.  In the actual design
of a chip each of these steps has a number of different elements.  The steps, or
the different  elements within the steps, may be undertaken in a different order
or repeated  multiple  times.  And, as  described  below,  several of the steps,
especially  logic design and physical  design are becoming more  integrated with
each  other.  In any  event,  if at any stage of the  process  the chip does not
perform as intended,  then the designer must go back one or more steps to either
redesign  the RTL,  redesign  the  logic,  re-run the  verification  or redo the
physical  design of the chip.  Each iteration  takes time, and the more time the
process takes, the more expensive the process becomes, and the more difficult it
will be for the designer to meet his or her time-to-market goals.

CURRENT ISSUES FACING IC DESIGNERS

    As  chip  technology   continues  to  advance,   and   particularly  as  the
state-of-the-art  in chip  design  moves to a 0.13  micron  and  below  process,
Synopsys' customers are facing a number of difficult design challenges:

    TIMING  CLOSURE.  Ensuring that a chip will run at the desired speed becomes
substantially more difficult when transistor sizes are 0.18 micron and below. At
larger  transistor  feature sizes, IC designers could use standard  estimates of
chip timing  during the logic design  phase,  and be  confident  that the timing
characteristics  would be preserved  through the physical  design phase. At 0.18
micron and below,  these estimates become  increasingly  unreliable.  To address
this problem,  designers will  increasingly  need products that integrate  logic
design  and  physical  design.  As a result  of  Synopsys'  merger  with  Avant!
Corporation, Synopsys now offers its customers a complete portfolio of logic and
physical  design  products.  Synopsys is currently  working to  integrate  these
products with a single chip implementation  platform based on a common database,
common  timing,  constraints  and  libraries.  Integration of logic and physical
design  products will greatly improve the  correlation  between  original timing
estimates after logic design and timing results after physical design.

    SIGNAL INTEGRITY CLOSURE. Signal integrity refers to a variety of electrical
effects that can cause  circuits to behave in  undesirable  ways. The electrical
characteristics  of ICs of 0.13 micron and below cause previously  insignificant
effects to become problematic.  These effects include cross-talk,  voltage drop,
and electro-migration.  Cross-talk,  in particular,  is becoming a major problem
for  advanced  designs  today.  In order to address  signal  integrity  problems
designers need products that help them analyze, prevent and repair errors caused
by signal integrity issues.

    VERIFICATION.  Verification is the process of ensuring, at various stages of
the  design  process,  that a chip will  perform as  intended.  As the number of
transistors on a chip grows, the verification  problem grows  geometrically.  In
fact, with today's chips,  verification  often is the single most time consuming
and  resource  intensive  aspect of the  overall  design  process.  Verification
products must offer  customers a combination of speed,  accuracy and the ability
to focus on the portions of the chip most likely to cause problems.

    MANUFACTURING  CLOSURE. As the features on a chip continue to shrink, it has
become more  difficult  to  faithfully  translate  the design as produced by EDA
tools into the intricate pattern of wires and transistors on the chip. Chips are
produced by a process known as  photolithography or optical  lithography,  which
consists of shining a light  through a photomask (a template on which the design
has been  drawn)  onto  the  surface  of the  semiconductor.  Beginning  at 0.18
microns,  the  wavelength of light used is larger than the features on the chip,
resulting in degraded image quality.  A number of EDA products help address this
and other manufacturability issues.

    DESIGNER PRODUCTIVITY. Historically, finding, hiring and retaining qualified
design engineers has been one of the most difficult  problems that our customers
face.  Without enough  designers it is difficult for a company to meet ambitious

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development  schedules,  and to get its  products to market in a timely  manner.
Although  hiring  qualified  designers has become less  difficult in the current
economic environment, the increase in IC complexity and time to market pressures
have  resulted  in a  continuing  emphasis  on  designer  productivity.  For EDA
companies,   this  creates   opportunities  both  in  providing   full-featured,
integrated  design flows,  that reduce the number of iterations  required during
the design process, and in offering pre-designed,  pre-verified design "building
blocks" that can be re-used in multiple designs.

SYNOPSYS OVERVIEW

    Synopsys  provides  products  and  services  that  help  customers  meet the
challenges of designing leading edge ICs and the products that incorporate them.
As of the beginning of fiscal 2002,  Synopsys offered  customers a comprehensive
suite of products used in the logic synthesis and functional verification phases
of chip design,  including a broad array of reusable design building blocks.  We
also offered a growing set of physical  synthesis and physical  design  products
and a number of physical  verification  products. As a result of our merger with
Avant!, which was completed in June 2002, Synopsys  substantially filled out its
portfolio of physical  design and physical  verification  products.  Through our
acquisition  of  inSilicon,   completed  in  September  2002,  we  significantly
augmented  our  portfolio of IP  components.  As of the end of fiscal  2002,  we
offered  customers all of the principal  products required to design a chip from
concept to the point at which it is handed to the  manufacturer for fabrication,
and the broadest  array of design  building  blocks of any company in the EDA or
intellectual property (IP) industry.

    Synopsys  also  offers a full  range  of  professional  services,  including
turnkey design services, design assistance and methodology consulting.

    Synopsys markets its products on a worldwide basis and offers  comprehensive
customer service,  education,  consulting, and support as integral components of
its product offerings.  Products are marketed primarily through its direct sales
force.  Synopsys  has  licensed  its  products  to most of the  world's  leading
semiconductor, computer, communications and electronics companies.

STRATEGY

    Synopsys'  strategy  is to develop  and offer to its  customers  a broad and
integrated array of tools and services required to enable design of complex ICs,
especially  system-on-a-chip  ICs.  The  Company is seeking to build and enhance
products that help customers  address the most pressing problems of IC design at
0.13  micron  and  below:   timing  closure,   signal   integrity  and  closure,
verification,  designer productivity and design for  manufacturability.  To that
end, Synopsys has organized its products into two distinct product "platforms" -
a "design  implementation"  platform and a "design verification"  platform.  The
design implementation platform includes all of the products required to design a
chip from concept down to the handoff from the designer to the manufacturer. The
design implementation  platform incorporates  Synopsys'  intellectual  property,
logic design, physical design, design analysis, timing analysis, and design rule
checking products.  Many of these individual products, or "point tools", are the
leading  products in their  category.  Synopsys'  strategy is to integrate these
products  tightly  together  through the use of a common  database  and a common
timing engine,  among other things, and to develop new products that incorporate
technologies from multiple products.  The design verification  platform includes
products  required  to verify the  functionality  of a chip at each phase of the
design - at the system, RTL, gate and transistor levels. Many of the point tools
in the  verification  platform are also the leading  products in their category.
Synopsys'  strategy  is  to  integrate  its  verification  tools  to  provide  a
comprehensive   verification  environment  to  its  customers,  with  particular
emphasis on mixed-signal (analog and digital) chip verification.




                                       4



ORGANIZATION

    Synopsys is currently  organized into four product  development groups -- IC
Implementation;  Verification  Technology;  Nanometer  Analysis  and  Test;  and
Intellectual Property and Design Services.

     o    The IC  Implementation  group  develops the  Company's  logic  design,
          physical  synthesis  and place and route and related  products;
     o    The  Verification   Technology  group  develops  the  Company's  logic
          verification,  simulation  and system  level  design and  verification
          tools;
     o    The Nanometer Analysis and Test group develops a variety of
          analysis  and  verification  products,  including  products for timing
          analysis,  formal  and  mixed  signal  verification,  transistor-level
          design and test;
     o    The Intellectual Property and Professional Services
          group develops and markets  pre-designed  IP blocks for chip designers
          and provides  turnkey  design  services for design,  verification  and
          implementation of IC's.

    In addition to these groups, Synopsys maintains a Corporate Applications and
Marketing  group,  encompassing  all product  marketing  functions and corporate
applications  support for the Company,  a World Wide Sales  group,  a World Wide
Application  Services  group, a Finance group, a Human  Resources and Facilities
group and a Technology and Information Systems group.

PRODUCTS

    Synopsys  products  and  services  are  focused  on the  principal  needs of
semiconductor  designers  and, at a business  level,  are divided  into the four
categories  specified  above  --  IC  Implementation,  Verification,  Nanometer,
Analysis and Test and  Intellectual  Property  and  Professional  Services.  The
products  and  services  included  in  these  categories  are  discussed  below.
Financial  information  regarding  Synopsys'  products  and services is included
under Item 7 -- Management's  Discussion and Analysis of Financial Condition and
Results of Operations -- "Results of Operations -- Revenue -- Product Groups."

IC IMPLEMENTATION PRODUCTS

    Synopsys' IC  Implementation  products  include most of the products used in
the logic  synthesis  and physical  design  phases of IC design,  including  the
Company's logic synthesis, physical synthesis, design planning, place and route,
extraction and reliability  analysis  products.  The Company's IC Implementation
products include the largest proportion of the products acquired from Avant!.

    Historically,   the  key  technologies  for  IC  implementation  were  logic
synthesis  and  place-and-route.  Logic  synthesis  is the  process  by  which a
high-level  description  of desired  chip  functions  is mapped into a connected
collection  of logic gates and other  circuit  elements that perform the desired
functions.  Place and route is the  process  by which an IC  designer  takes the
logical description of an IC design created by Design Compiler and translates it
into a physical design.

    Design  Compiler(TM) is the market-leading  logic synthesis tool and is used
by a broad range of  companies  engaged in the design of ICs to  optimize  their
designs for performance and area. Design Compiler was introduced in 1988 and has
been updated  regularly since then.  Design  Compiler 2002 features  significant
enhancements,   including  improved  optimization   algorithms,   run-times  and
capacity. Design Compiler Expert is the Company's basic logic synthesis product.
Customers  seeking  additional  features can purchase the  higher-priced  Design
Compiler  Ultra.  An upgrade path from Design Compiler Expert to Design Compiler
Ultra is also available.

    Design   Compiler  has  become  a  cornerstone   of  IC  designers'   design
methodology,  and the Company  expects that it will  continue to be an important
element in designers'  overall suite of design tools,  especially for performing
logic synthesis on non-timing-critical  portions of a design. As the size of the
transistors  on a chip shrink and the number of  transistors on a chip increase,
however,  designers are increasingly faced with problems that are best addressed
by physical  design  tools,  or by physical  synthesis  products,  which combine

                                       5


elements of logic and physical design.  Consequently,  the Company believes that
its orders and revenue from Design Compiler  peaked in fiscal year 2001.  Orders
for this product as a percentage of Synopsys  orders declined from 29% to 18% in
2001 and 2002, respectively , and may decline further.

    The  Company  released  its  first  physical  synthesis  product,   Physical
Compiler, in fiscal 2000. Physical Compiler unites logic synthesis and placement
functionality,  and was  designed to  addresses  the  critical  timing  problems
encountered in designing advanced ICs and systems-on-a-chip. Prior to the Avant!
merger,   the  Company  was  developing  routing  and  related  physical  design
technologies,  and its Route Compiler and Clock Tree Compiler  products had been
released to beta  customers.  The Company also offered  separate point tools for
physical analysis  (Arcadia),  top level routing  (FlexRoute) and floor planning
(Chip  Architect  and  Floorplan  Compiler).  Our  strategy  was  to  transition
customers from Design Compiler to Physical Compiler and to introduce  additional
physical  design  products   integrated  with  Physical  Compiler  that  enabled
customers  to more  efficiently  complete  the design of their  system-on-a-chip
products.

    In the merger with  Avant!,  the  Company  acquired  Avant!'s  full suite of
physical  design  products,  including the place and route  products  Apollo and
Astro (Avant!'s successor  place-and-route  product), the floor planning product
Jupiter, the analysis product Star RC, the reliability testing product Mars Rail
and the chip finishing product Saturn. Based on a full technical evaluation,  we
have decided to base the physical  synthesis and physical design portions of our
Implementation  Platform on  Physical  Compiler  and Astro.  During 2002 we made
progress on  integrating  these  products,  while  beginning  development of new
products that unify logic and physical design. Route Compiler is no longer being
sold to customers and we are  determining  how to integrate some of its features
into Astro. With respect to other products containing overlapping functions,  we
determined  the  products  on which to focus our  efforts  and began  developing
smooth transition paths to these products for our customers.

    Most of the  products  acquired  from Avant!  shared  data  through a common
proprietary  database  known as Milkyway.  Milkyway  enables  these  products to
exchange  critical data,  algorithms and language in a highly efficient  manner.
The  Milkyway  database   facilitates  faster  convergence  of  critical  design
properties  including  timing,  area,  power and signal  integrity  by  allowing
certain  point tools to  directly  access  critical  data.  Use of the  Milkyway
database is a critical  element in the  integration  plan for the  Synopsys  and
Avant!  products. We are actively working on putting Milkyway functionality into
the core  products of the  Company's  Implementation  platform,  and expect this
project to be completed during fiscal 2003.

    The  Company's  IC  Implementation  products  also include  logic  synthesis
products for field  programmable  gate arrays  (FPGAs) and complex  programmable
logic devices (CPLDs).

VERIFICATION PRODUCTS

    The  Company's  Verification  products  consist  of high  level,  or  logic,
simulation and  verification  products and system level design and  verification
tools.  These  products  enable IC designers to quickly and reliably  verify the
behavior of a design before it is committed to the expensive and  time-consuming
process of gate level design and IC  fabrication  and also assist in the testing
of the chip after manufacturing.

    SIMULATION  AND RELATED  PRODUCTS.  Simulation  software  "exercises"  an IC
design by running it through a series of tests and comparing the actual  outputs
from the design with the expected output. The goal of simulation is to make sure
that the  functionality of the design meets the original  specifications  of the
chip.  Synopsys  offers two products for  high-level  simulation:  VCS(TM),  for
designs   written  in  Verilog  (one  of  the  two  principal   languages)   and
Scirocco(TM),  for  designs  written  in VHDL (the  other  principal  language).
Simulation products are distinguished  principally by their runtime and capacity
-- i.e.,  how fast they can fully  simulate  a  proposed  design and how large a
design  they can  handle.  The Company is focused on  providing  the  industry's
fastest and  highest-capacity  simulation  technology and believes that both VCS
and Scirocco are industry leaders in performance and capacity.  VCS is supported
by all major  semiconductor  manufacturers  and many  third-party  EDA  software
providers.  VCS 7.0, which is expected to be released  during the first calendar
quarter of 2003, will increase VCS' capabilities by integrating  significant new
functionality,  including advanced assertion verification,  testbench capability


                                       6


and next generation  coverage.  These  capabilities are integrated into a single
open  platform  that  is  also  highly   automated,   which  improves   designer
productivity.

    In  addition to focusing  on  building  the fastest  simulator,  Synopsys is
focused on  developing a suite of products  that help  simulation  products work
"smarter".  The Company  estimates  that IC  designers  spend more time  writing
verification  "testbenches" than creating the design  description.  Testbenches,
which create  stimuli for chips and check the results,  are used in  conjunction
with simulation tools to verify that a design  functions as expected.  Synopsys'
VERA(R) is a tool that automates the design of testbenches, thereby offering the
IC designer significant reductions in overall design and verification time. VERA
is integrated with the Company's other simulation  products to provide increased
productivity   benefits.   In  addition,   Synopsys'  acquisition  of  Co-Design
Automation,  Inc.  provides the company with next generation  hardware  language
verification technology that will be used in future releases of its verification
products.  Synopsys  has  bundled  verification  tools  such as VCS and  VERA to
provide  a  comprehensive  verification  environment  for  its  customers,  with
particular emphasis on mixed signal (analog and digital) chip verification.

    SYSTEMS  DESIGN  AND  VERIFICATION  PRODUCTS.  Currently,  automated  design
generally begins at the register transfer level, with logic synthesis.  The goal
of  "system-level"  products is to permit  designers  to design and verify their
products at a level of abstraction above RTL. Synopsys' systems products consist
of the CoCentric(TM)  family of tools and  methodologies for concurrent  design,
validation, refinement and implementation of an electronic system.

    The  Company  offers  two  principal  products  based on  "SystemC,  (TM)" a
standard  language  developed by Synopsys and now available under an open source
license.  SystemC enables  designers to create,  validate and share system level
models of a complex IC or system  incorporating  the chip,  and therefore can be
used to explore and verify design  alternatives  at an early stage of the design
process.  CoCentric System Studio is a system-level  design  environment for the
rapid  creation of  executable  system  specifications  that can be verified and
implemented as hardware and software functions.  System Studio enables designers
to use hierarchical graphical and language modeling to capture system complexity
in a unified environment based on C, C++ and SystemC. CoCentric SystemC Compiler
is a synthesis  tool that allows  designers to implement  complex  circuits from
SystemC,   enabling  design  to  progress  from  an  initial  C/C++   executable
specification into a database readable by Synopsys' Design Compiler.

    Through the  acquisition  of Avant!,  Synopsys  acquired its Saber  product,
which  offers  mixed  signal  system  level  design  tools for the power,  test,
automotive, telecommunications and military/aerospace markets.

NANOMETER, ANALYSIS AND TEST PRODUCTS

    Synopsys'  Nanometer,  Analysis and Test  products  include a broad range of
software  tools in the areas of physical  verification,  timing  analysis,  gate
level circuit  simulation,  power  management  and parasitic  extraction.  These
products, which are used after the completion of physical design, help customers
analyze the increasingly  important  electrical effects resulting from designing
at 0.18 micron and below, and to locate implementation errors that can be costly
and  time-consuming  to  correct  during or after  production.  As the logic and
physical design phases of IC Implementation  grow more and more integrated,  the
Company is also  integrating  many of its nanometer,  analysis and test products
with  its  high  level  verification  products,  particularly  in the  areas  of
simulation, timing, and power analysis.

    STATIC  TIMING  ANALYSIS.  Synopsys  provides a complete  tool suite to help
designers  perform static timing analysis at the gate and transistor  levels and
analyze  signal  integrity  issues  such as cross  talk.  Synopsys'  gate  level
analysis  tool is called  PrimeTime(R).  PrimeTime  is a  full-chip,  gate-level
static  timing  analysis tool  targeted for complex  multimillion  gate designs,
which is used by designers to verify,  at various stages of the design  process,
the speed at which a design  will  operate  when it is  fabricated.  PrimeTime's
analysis of a design's  speed is accepted as a "sign off" tool by virtually  all
major semiconductor manufacturers,  which means that they accept its analysis as
determinative.  In fiscal 2001, Synopsys extended PrimeTime's  capabilities with


                                       7



the  introduction  of  PrimeTime-SI,  which analyzes the effect of cross talk on
timing,  an increasingly  important issue at chip geometries  below 0.18 micron.
PrimeTime-SI is sold as an add-on to PrimeTime.

    Synopsys'  transistor  level tools  include  PathMill(R),  PathMill Plus and
AMPS(R).  PathMill is a transistor-level  static timing analysis tool for custom
microprocessor  and  DSP  designs.   PathMill's  analysis  provides  SPICE-level
accuracy with 1000x  performance  improvement over traditional  SPICE.  PathMill
Plus extends PathMill to offer advanced modeling, model merging and verification
to speed  characterization of custom IP blocks. The combination of PrimeTime and
PathMill  offers  full-chip  static timing  analysis that covers  transistor- to
gate-level designs.

    FORMAL  VERIFICATION.  Formal  verification  is a method for  comparing  two
versions of a design to determine if they are equivalent. Usually an RTL version
of the design is  validated  using  simulation  and other  dynamic  verification
tools,  establishing it as the golden version.  Subsequent versions (i.e., after
each step of the design process) are then compared to the golden version,  using
mathematical algorithms,  to determine if they are functionally equivalent.  The
use of formal verification greatly reduces the need to perform simulation, which
is substantially more time-consuming,  at each stage of the design process, thus
potentially  saving a significant  amount of time in the overall design process.
Synopsys' formal verification product is Formality(R).  Formality was one of the
industry's  first  commercial  equivalency  checkers  to  employ a  multi-solver
architecture,  which  enables  the  verification  of  complex  multimillion-gate
system-on-a-chip designs in days or minutes.

     CIRCUIT  SIMULATION.  While Synopsys' high level verification tools such as
VCS simulate an IC design at a logical or higher level of abstraction, Synopsys'
circuit simulation products perform simulation at the gate and transistor level.
These products  include the Taurus and HSPICE tools  acquired in the Avant!  and
the NanoSim product,  which Synopsys  introduced during fiscal 2001. Taurus is a
TCAD tool used for new  process  simulation  at  semiconductor  foundaries.  The
HSPICE product is a highly  accurate  circuit  simulation  tool used to simulate
designs at transistor level. NanoSim is an advanced circuit simulator for memory
and mixed-signal  verification,  which offers circuit  simulation,  timing,  and
power analysis in a single tool.  NanoSim is tightly  integrated  with Synopsys'
VCS simulator to deliver high-speed,  high-capacity verification of complex ICs.
NanoSim and VCS  together  address  verification  challenges  at RTL,  gate- and
transistor-levels,  and enable mixed-signal  multi-level verification of complex
ICs. In addition, through the acquisition of StarSim and StarSim XT from Avant!,
Synopsys' suite of circuit  simulation tools has expanded to include  simulators
for  nanometer-level  processes  and  applications  such  as  graphics,  memory,
communications  and  mixed-signal IC designs.  Synopsys is offering  customers a
smooth  migration  path from StarSim and StarSim XT to Nanosim while adding some
of the key features from StarSim into NanoSim.

    POWER  MANAGEMENT.  Synopsys  delivers a complete solution to help designers
manage and verify power  consumption at different  levels of the design process,
based   principally  on  Power  Compiler,   which  offers  "push  button"  power
optimization  and is fully integrated into the Design Compiler  environment.  In
addition,  through the acquisition of StarMTB from Avant!,  Synopsys extends its
solution in this area by offering library characterization capability with power
information complementing the existing Power Arc product.

    TEST AUTOMATION.  In order to meet today's stringent  quality  requirements,
chips  must  pass  through  rigorous  testing  after  manufacturing.   Synopsys'
design-for-test  (DFT)  tools  offer a  complete  DFT  solution.  Synopsys'  DFT
Compiler,  the  industry-standard  1-pass test  synthesis  product,  inserts all
functional and test logic required to enable efficient, high-coverage testing of
the chip after  manufacturing,  while complying with the customer's design rules
and constraints (timing,  area, power, etc.).  Automatic test pattern generation
(ATPG) is the other component of Synopsys'  complete DFT solution.  TetraMAX(TM)
ATPG, the Company's ATPG product is optimized for ease-of-use,  capacity, speed,
coverage and vector compaction. TetraMAX ATPG works in concert with DFT Compiler
to enable total  automation  of the DFT flow.  Synopsys  test  methodology  also
includes   software  to  facilitate   the  failure   diagnosis  of  chips  after
manufacturing test, expediting the time-consuming and expensive post-fabrication
activities required to determine the cause of manufacturing defects.


                                       8



    PHYSICAL  VERIFICATION.  Synopsys offers class-leading physical verification
products that provide  geometric and electrical  verification of physical design
layouts in  designs  containing  hundreds  of  millions  of  transistors.  These
products verify a design at the gate level rather than at the higher,  RTL level
of  abstraction.  Synopsys'  physical  verification  product  family  is  called
Hercules.

    DESIGN FOR  MANUFACTURING.  Synopsys markets products for optical proximity
correction,  circuit packaging and final design validation used in order to help
ensure the final IC design will be manufacturable by the semiconductor  foundry.
Synopsys' OPC product family is called  Proteus.  In addition,  in January 2003,
Synopsys entered into an agreement to acquire  Numerical  Technologies,  Inc., a
developer of subwavelength  lithography solutions.  This acquisition is expected
to complement Synopsys' existing design for manufacturing tools.

INTELLECTUAL PROPERTY (IP) AND SYSTEMS LEVEL DESIGN

     The  Company's IP products  include our  DesignWare  IP library and systems
design and  verification  products,  as well as the  physical  library  products
acquired from Avant!  Synopsys also offers a full range of professional services
to help customers improve their internal design methodologies, as well as design
services ranging from specialized assistance to turnkey design.

    INTELLECTUAL  PROPERTY  PRODUCTS.  As IC designs  continue  to grow in size,
reusing design blocks is becoming a more important  method for reducing  overall
design cycle time. By reusing portions of a design,  and particularly those that
implement basic or standardized  functions, a company can let its IC design team
focus on designing  the chip  features  that will give its product a competitive
advantage.  It can also  reduce its  verification  risk by  ensuring  that these
portions  of the  chip  are of high  quality.  Enabling  reuse  of  intellectual
property (IP)  requires a  significant  methodology  shift from  traditional  IC
design. In the past, designs were intimately tied to a particular  semiconductor
process technology or design methodology, making reuse of design blocks from one
chip design to the next, both difficult and costly.

    Synopsys'  DesignWare(R) library products provide IC designers with a single
library of pre-designed and pre-verified  synthesizable IP cores as well as over
22,500 verification IP models. Both groups of cores range in complexity from the
simple to the very complex,  giving  designers access to a broad range of models
to  assist  them with  verification  of their  designs.  During  2002,  Synopsys
introduced a complete AMBA On-Chip-Bus to DesignWare,  providing  designers with
access to the most popular bus architecture  for designers using  microprocessor
cores from third party vendors.

    Through the acquisition of inSilicon Corporation in September 2002, Synopsys
expanded its offering of  standards-based  connectivity  IP to include USB, IEEE
1394,  802.11  and other  products.  These  cores  are sold on a per-use  basis,
sometimes with a royalty based on the number of chips  produced,  rather than as
perpetual  licenses or technology  subscription  licenses (TSLs),  as DesignWare
foundation  libraries are sold.  The Company  expects to expand its inventory of
cores sold on a per use basis during 2003.

    In 2001 Synopsys announced its Star IP program in which DesignWare users can
gain  access  to  popular  microprocessors  from  MIPS  Technologies,   Infineon
Technologies, NEC and other providers.

PROFESSIONAL SERVICES

     Synopsys  Professional  Services  provides  a  comprehensive  portfolio  of
consulting  services  covering  all  critical  phases  of  the  system-on-a-chip
development  process,  as well as systems  development in wireless and broadband
applications.  Customers are offered a variety of engagement models ranging from
project  assistance  -- which helps a customer  design,  verify  and/or test its
chips and improve its design  process -- to full  turn-key  development.  Fiscal
2002 was a challenging year for the professional services business, as customers
continued  to  reduce  their  use of  outside  consultants  as part of their own
cost-cutting efforts.

CUSTOMER SERVICE AND SUPPORT

    Synopsys devotes substantial resources to providing customers with technical
support,  customer education, and consulting services. The Company believes that


                                       9



a high level of customer  service and  support is critical to the  adoption  and
successful  utilization of its products.  In fiscal 2002,  service  revenue as a
percentage of total revenue  decreased to 32% as compared to 50% in fiscal 2001,
and  overall  revenue  from  services  declined  from  $341.8  million to $287.7
million.  Factors contributing to the decrease in services revenue are discussed
in  Management's  Discussion and Analysis of Financial  Condition and Results of
Operations - "Results of Operations - Revenue."

TECHNICAL SUPPORT

    Technical support for the Company's products is provided through both field-
and corporate-based  technical application engineering groups. Technical support
is  bundled  with the  license  fee when a customer  purchases  a TSL and may be
purchased separately when the customer purchases a perpetual license.  Technical
support includes minor  enhancements to the products  developed during the year,
bug fixes and access to Synopsys application consultants,  our worldwide network
of product  experts,  for  problem  resolution.  Customers  also have access via
electronic mail and the World Wide Web to SolvNet(R),  a  direct-access  service
available worldwide,  24 hours per day, that lets customers quickly seek answers
to design  questions  or more  insight into design  problems.  SolvNet  combines
Synopsys'  complete design  knowledge  database with  sophisticated  information
retrieval technology. Updated daily, it includes documentation, design tips, and
answers  to  user  questions.   During  fiscal  2002,  Synopsys  introduced  the
"DirectConnect" feature to its technical support offerings. Using DirectConnect,
Synopsys support engineers in a Synopsys facility can view a customer's computer
screen in the customer's  facility to more rapidly and efficiently  diagnose and
resolve the customer's product issues.

CUSTOMER EDUCATION SERVICES

    Synopsys  offers  training  workshops  designed to increase  customer design
productivity  with the Company's  products.  An extensive  curriculum covers the
tools  and  methodology  required  to  successfully  complete  the  full  design
implementation  and verification  process.  Areas covered include system design,
design  synthesis,  physical design,  simulation and test.  Regularly  scheduled
workshops are offered in Mountain View, California;  Austin, Texas;  Burlington,
Massachusetts;  Reading,  England;  Rungis, France;  Munich,  Germany; Tokyo and
Osaka, Japan; Seoul, Korea and other locations.  On-site workshops are available
worldwide  at  customers'  facilities  or other  locations.  Over  6,800  design
engineers attended Synopsys workshops during fiscal 2002.

PRODUCT WARRANTIES

    Synopsys  generally  warrants  its products to be free from defects in media
and to substantially conform to material specifications for a period of 90 days.
Synopsys has not experienced significant returns to date.

SUPPORT FOR INDUSTRY STANDARDS

    Synopsys  actively creates and supports  standards it believes will help its
customers  increase  productivity  and  solve  design  problems,  including  key
interfaces  and  modeling  languages  that promote  system-on-a-chip  design and
facilitate  interoperability  of tools from different vendors.  Standards in the
EDA industry can be established by formal  accredited  committees,  by licensing
made available to all, or through open source licensing.

    Synopsys'  products  support many formal  standards,  including the two most
commonly used hardware description languages, VHDL and Verilog HDL, and numerous
industry  standard data formats for the exchange of data between Synopsys' tools
and other EDA products.


                                       10



    Synopsys is a board member and/or  participant  in the  following  major EDA
standards   organizations:   Accellera,   a   not-for-profit   formal  standards
organization that drives  language-based  standards for systems,  semiconductor,
and  design  tools  companies;   the  interoperability   committee  of  the  EDA
Consortium,  which  helps  promote  interoperability  among  EDA  products  from
different vendors; and the Virtual Socket Interface Alliance (VSIA), an industry
group formed to promote  standards that  facilitate the integration and reuse of
functional blocks of intellectual property.

    Synopsys'  TAP-in  program  provides  interface  standards to all  companies
through  an  open  source  licensing  model.  Interface  formats  and  reference
implementations,  such as parsers and screeners, are available to everyone at no
cost through the Internet.  Synopsys manages changes and enhancements  that come
from the  community  of  licensees.  The open  source  standards  and  reference
implementations  are used by Synopsys,  other EDA companies and EDA customers to
interface tools with each other to produce  flexible design flows. The standards
provided by Synopsys as open sources include Liberty for library  modeling,  SDC
for design constraints, and OpenVera for hardware verification.

    Synopsys  is a  member  of  the  Board  of  Directors  of the  Open  SystemC
Initiative  (OSCI),  a  not-for-profit  organization  that  manages  SystemC,  a
language developed by Synopsys and donated to OSCI. OSCI includes representation
from the systems,  semiconductor,  IP, embedded software and EDA industries. The
OSCI Board of Directors is composed of  representatives  from ARM Ltd.,  Cadence
Design Systems,  CoWare, Fujitsu  Microelectronics,  Mentor Graphics,  Motorola,
NEC, and Synopsys.

    Synopsys' products are written mainly in the C and C++ languages and utilize
industry standards for graphical user interfaces.  Synopsys' software runs under
UNIX operating systems, such as Solaris and HP-UX, and most products also run on
the open source Linux operating  system.  Synopsys'  products are offered on the
most widely used  hardware  platforms,  including  those from Sun  Microsystems,
Hewlett-Packard, IBM, and Intel microprocessor-based PCs.

SALES, DISTRIBUTION AND BACKLOG

    Synopsys  markets its  products and  services  primarily  through its direct
sales and application  service forces in the United States and principal foreign
markets.  Synopsys employs highly skilled  engineers and technically  proficient
sales persons in order to  understand  our  customer's  needs and to explain and
demonstrate the value of Synopsys' products.

    For fiscal 2002, 2001 and 2000,  foreign sales represented 35%, 37% and 42%,
respectively,  of Synopsys' total revenue.  Additional  information  relating to
domestic  and foreign  operations  is  contained in Note 8 of Notes to Synopsys'
Consolidated Financial Statements.

    The Company has  sales/support  centers  throughout  the United  States,  in
addition  to its  Mountain  View,  California  headquarters.  Outside the United
States,  the  Company has  sales/support  offices in Canada,  Denmark,  Finland,
France,  Germany,  Hong Kong, India,  Israel,  Italy, Japan, Korea, the People's
Republic of China, Singapore,  Sweden, Taiwan and the United Kingdom,  including
foreign  headquarters  offices in  Ireland.  The  Company's  offices are further
described under "Item 2 - Properties."

    The Company  utilizes a distributor for sales of certain  products in Korea.
See Part III, "Item 13 Certain Relationships and Related Transactions" below.

    Synopsys'  backlog  on  December  1, 2002 was  approximately  $1.3  billion,
compared to approximately $802.7 million on December 1, 2001.



                                       11


    This backlog consists of orders for system and software  products sold under
perpetual  licenses  and TSLs with  customer  requested  ship dates within three
months which have not been shipped,  orders for customer training and consulting
services which are expected to be completed  within one year,  and  subscription
services,  maintenance and support with contract periods extending up to fifteen
months.  In the case of a TSL, backlog includes the full amount of the committed
non-cancelable  order,  less any amount of revenue that has been  recognized  on
such TSL.

    The Company has not historically  experienced  significant  cancellations of
orders.   Customers  frequently  reschedule  or  revise  the  requested  service
performance  dates for  service  orders,  however,  which can have the effect of
deferring  recognition  of service  revenue for these orders beyond the expected
time period.

RESEARCH AND DEVELOPMENT

    The  Company's  future  performance  depends in large part on its ability to
maintain and enhance its current product lines,  develop new products,  maintain
technological   competitiveness   and  meet  an  expanding   range  of  customer
requirements.  In addition to research  and  development  conducted  within each
business  unit,  the  Company  maintains  an  advanced  research  group  that is
responsible   for  exploring  new  directions  and   applications  of  its  core
technologies,  migrating new  technologies  into the existing  product lines and
maintaining  strong  research  relationships  outside  the  Company  within both
industry and academia.

    During fiscal 2002, 2001 and 2000, research and development expenses, net of
capitalized software development costs, were $225.5 million,  $189.8 million and
$189.3 million, respectively. Synopsys capitalized software development costs of
approximately  $1.6 million,  $1.0 million and $1.0 million in fiscal 2002, 2001
and 2000, respectively.  The Company anticipates that it will continue to commit
substantial resources to research and development in the future.

MANUFACTURING

    Synopsys' manufacturing operations consist of assembling, testing, packaging
and  shipping  its system and  software  products  and  documentation  needed to
fulfill each order.  Manufacturing  is currently  coordinated  through  contract
vendors  located near Synopsys'  Mountain View,  California and Dublin,  Ireland
facilities.  The contract vendors provide the majority of CD-ROM replication and
on-demand printing and distribution of product media and documentation. Synopsys
delivers an increasing  proportion of its software  products by electronic means
rather than by shipping  disks.  When  specified  by the customer or required by
law, Synopsys delivers disks to the customer's site. Synopsys typically delivers
its software  products within 10 days of acceptance of customer  purchase orders
and execution of software license  agreements  unless the customer has requested
otherwise.

COMPETITION

    The EDA  industry  is  highly  competitive.  We  compete  against  other EDA
vendors,  and with  customers'  internally  developed  design tools and internal
design  capabilities  for a share of the overall  EDA  budgets of our  potential
customers.  In general,  competition  is based on product  quality and features,
post-sale support, interoperability with other vendors' products, price, payment
terms and, as discussed  below, the ability to offer a complete design flow. Our
competitors include companies that offer a broad range of products and services,
such as Cadence Design Systems, Inc. and Mentor Graphics Corporation, as well as
companies  that offer  products  focused on a discrete  phase of the  integrated
circuit design process. In the current economic  environment,  price and payment
terms have  increased in  importance as a basis for  competition.  During fiscal
2002, we have  increasingly  agreed to extended payment terms on our TSLs, which
has had a negative effect on cash flow from operations.  In addition, in certain
situations our competitors are offering aggressive  discounts on their products.
As a result, average prices may fall.


                                       12


     Increasingly,  EDA companies compete on the basis of design flows involving
integrated  logic  and  physical  design  products  rather  than on the basis of
individual  point tools  performing a discrete phase of the design process.  The
need to offer an integrated  design flow will become  increasingly  important as
ICs grow more  complex.  After the  acquisition  of Avant!,  we offer all of the
point tools required to design an IC, some of which integrate logic and physical
design capabilities.  Our products compete principally with design flow products
from Cadence and Magma  Design  Automation,  which in some  respects may be more
integrated  than our  products.  Our future  success  depends on our  ability to
integrate  Synopsys'  logic  design and  physical  synthesis  products  with the
physical design products  acquired from Avant!,  which will require  significant
engineering  and  development  work.  Success  in  this  project  is  especially
important  as the  Company  believes  that its orders and  revenue  from  Design
Compiler,  which has  accounted  for 29% and 18% of Synopsys  orders in 2001 and
2002,  respectively peaked in fiscal year 2001, as predicted,  and are likely to
continue to decline over time. There can be no guarantee that we will be able to
offer a competitive complete design flow to customers. If we are unsuccessful in
developing  integrated  design  flow  products  on a  timely  basis or if we are
unsuccessful in developing or convincing  customers to adopt such products,  our
competitive position could be significantly weakened.

    In order to  sustain  revenue  growth  over the long  term,  we will have to
enhance our existing  products,  introduce  new products  that are accepted by a
broad range of  customers  and to  generate  growth in our  consulting  services
business. In addition to the development of integrated logic and physical design
products,  Synopsys is attempting to integrate its verification  products into a
comprehensive  functional  verification platform, and is expanding its offerings
of  intellectual  property  design  components.  Product success is difficult to
predict.  The  introduction  of new  products  and  growth of a market  for such
products cannot be assured. In the past we, like all companies,  have introduced
new products that have failed to meet our revenue expectations.  There can be no
assurance  that we will be successful in expanding  revenue from existing or new
products  at the  desired  rate,  and the failure to do so would have a material
adverse effect on our business, financial condition and results of operations.

PRODUCT SALES AND LICENSING AGREEMENTS

    Synopsys  typically  licenses its software to customers under  non-exclusive
license  agreements  that transfer title to the media only and that restrict use
of the software to specified purposes within specified  geographical  areas. The
Company  currently  licenses the  majority of its software as a network  license
that  allows a number of  individual  users to access the  software on a defined
network.  License  fees are  dependent  on the type of license,  product mix and
number of copies of each product licensed.

    Synopsys  currently  offers its software  products  under either a perpetual
license or a TSL. Under a perpetual  license a customer pays a one-time  license
fee for the right to use the  software.  The vast  majority of customers  buying
perpetual  licenses also purchase annual software support services,  under which
they receive minor  enhancements to the products  developed during the year, bug
fixes and technical assistance.  During the past two years a number of customers
have  discontinued  software support on perpetual  licenses.  See  "Management's
Discussion  and Analysis of Financial  Condition  and Results of  Operations  --
Results of Operations -- Revenue".  A TSL operates like a rental of software and
includes  software  support services for the TSL term. A customer pays a fee for
license  and  support  over a fixed  period of time,  and at the end of the time
period the license  expires  unless the  customer  pays for a renewal.  TSLs are
offered  with a range of terms;  the average  length of TSLs sold during  fiscal
2002 was approximately  3.3 years. See "Management's  Discussion and Analysis of
Financial  Condition  and  Results of  Operations  -- Results of  Operations  --
Revenue".

    During  fiscal  2002,  orders for TSLs  accounted  for 73% of total  product
orders, compared to 80% in fiscal 2001.

     During fiscal 2003,  Synopsys has  established a target for ratable license
orders as a proportion of total  license  orders of between 73% and 78%, and for
perpetual  license orders as a proportion of total product orders of between 22%
to 27%. This range may be subject to change in market conditions during the year

    Synopsys offers its hardware modeler products for sale or lease.


                                       13


PROPRIETARY RIGHTS

    The  Company  primarily  relies upon a  combination  of  copyright,  patent,
trademark  and trade  secret laws and license and  nondisclosure  agreements  to
establish and protect  proprietary  rights in its products.  The source code for
Synopsys'  products is protected  both as a trade  secret and as an  unpublished
copyrighted  work.  However,  it may be  possible  for third  parties to develop
similar technology  independently.  In addition,  effective  copyright and trade
secret  protection may be unavailable or limited in certain  foreign  countries.
The Company currently holds U.S. and foreign patents on some of the technologies
included in its products and will continue to pursue  additional  patents in the
future.

    Although  the  Company  believes  that its  products,  trademarks  and other
proprietary  rights do not infringe on the proprietary  rights of third parties,
there can be no assurance that infringement  claims will not be asserted against
the  Company in the future or that any such  claims will not require the Company
to enter  into  royalty  arrangements  or result in  costly  and  time-consuming
litigation.

EMPLOYEES

    As of November 2, 2002,  Synopsys  had a total of 4,254  employees,  of whom
2,849 were based in North America and 1,405 were based outside of North America.
Synopsys' future financial  results depend,  in part, upon the continued service
of its key technical and senior management  personnel and its continuing ability
to attract and retain  highly  qualified  technical  and  managerial  personnel.
Competition for such personnel is intense. Our success is dependent on technical
and other contributions of key employees.  We participate in a dynamic industry,
with significant  start-up activity,  and our headquarters is in Silicon Valley,
where  skilled  technical,  sales and  management  employees are in high demand.
There are a limited  number of qualified  EDA and IC design  engineers,  and the
competition  for such  individuals is intense.  Experience at Synopsys is highly
valued  in the  EDA  industry  and the  general  electronics  industry,  and our
employees  are  recruited  aggressively  by  our  competitors  and  by  start-up
companies in many industries. In the past, we have experienced, and may continue
to experience,  significant  employee  turnover.  There can be no assurance that
Synopsys can retain its key  managerial  and technical  employees or that it can
attract,  assimilate or retain other highly  qualified  technical and managerial
personnel in the future.  None of Synopsys'  employees is represented by a labor
union.  Synopsys  has not  experienced  any work  stoppages  and  considers  its
relations with its employees to be good.

ITEM 2. PROPERTIES

    Synopsys'  principal  offices  are  located in four  adjacent  buildings  in
Mountain View,  California,  which together provide approximately 400,000 square
feet of available space.  This space is leased through February 2015. Within one
half  mile of these  buildings,  in  Sunnyvale,  California,  Synopsys  occupies
approximately 200,000 square feet of space in two adjacent buildings,  which are
under lease through  2007,  and  approximately  85,000 square feet of space in a
third  building,  which is under lease until April 2007.  In addition,  Synopsys
leases  16,000  square feet of space in  Pleasanton  and Fremont,  California as
telecommute centers.

     The Company owns two buildings  with  approximately  236,000 square feet in
Hillsborough, Oregon, which are used for administrative, marketing, research and
development   and  support   activities.   In  addition,   the  Company   leases
approximately  82,000 square feet of space in Marlboro,  Massachusetts for sales
and support,  research and development and customer education  activities.  This
facility is leased through March 2009.

     Synopsys owns a fourth building in Sunnyvale,  with  approximately  120,000
square feet,  which is leased to a third party through June 2003.  Synopsys also
owns thirty-four acres of undeveloped land held for sale in San Jose, California
and 13 acres of undeveloped land in Marlboro, Massachusetts

     The Company currently leases 27 other offices  throughout the United States
primarily for sales and support.

     The Company leases approximately 45,000 square feet in Dublin,  Ireland for
its foreign headquarters and for research and development  purposes.  This space
is leased through April 2025. In addition,  Synopsys leases 32 foreign sales and
service offices in Canada, Denmark,  Finland, France, Germany, Hong Kong, India,
Israel, Italy, Japan, Korea, the People's Republic of China, Singapore,  Sweden,
Switzerland, Taiwan and the United Kingdom. The Company also leases research and
development  facilities in France,  Germany,  India and the People's Republic of
China.


                                       14


ITEM 3. LEGAL PROCEEDINGS

AVANT! LITIGATION

     Avant!,  which  upon  completion  of the  Synopsys-Avant!  merger  became a
wholly-owned  subsidiary of Synopsys,  is or was a party to a number of material
civil litigation matters.

     On November 13, 2002,  Synopsys entered into a settlement  agreement by and
among Synopsys,  Cadence Design Systems,  Inc.,  Avant!  Corporation LLC and the
individuals named in the litigation entitled Cadence Design Systems, Inc. et al.
v.  Avant!  Corporation  et al.  pursuant  to  which  Cadence,  Avant!  and such
individuals  agreed to dismiss  all  pending  claims and  counterclaims  in such
litigation  and to  release  all  claims  they  made or could  have  made in the
litigation.  Under the  agreement,  Cadence  has been paid $265  million and the
litigation has been dismissed by all parties. In addition,  under the settlement
agreement, Cadence, Avant! and Synopsys, as the acquirer of Avant!, have granted
each other reciprocal  licenses  covering the intellectual  property that was at
issue in the litigation.

     The payment was made by Illinois National  Insurance  Company, a subsidiary
of the  American  International  Group  (AIG),  insurer for  Synopsys,  under an
insurance policy purchased by Synopsys upon the completion of its acquisition of
Avant!

     As a result of the payment, Synopsys recorded expense in the fourth quarter
of its fiscal year 2002 of approximately  $240.8 million,  which is equal to the
contingently refundable portion of the insurance premium recorded as a long-term
restricted  asset on the Company's  balance  sheet plus  interest  earned on the
restricted  asset.  The expense and the  reversal  of the  restricted  asset are
reflected in the  financial  statements  included in this Annual  Report on Form
10-K. See Note 3 of Notes to Synopsys' Consolidated Financial Statements.

     Prior to the merger,  Avant!  leased five buildings in Fremont,  California
for its headquarters. After the merger, the functions performed in the buildings
were consolidated  into Synopsys'  Mountain View and Sunnyvale  facilities,  the
Fremont buildings were closed, and Avant!  stopped paying rent on the underlying
leases. In November 2002,  Synopsys settled all claims of the landlord of two of
the  buildings.  The other three  buildings,  located at 46859,  46871 and 46897
Bayside  Parkway  and owned by Renco  Investment  Company,  are the  subject  of
litigation.  As of October 31,  2002,  Synopsys  maintained  an accrual of $54.2
million with respect to closure of these three buildings. Synopsys believes that
the amount  accrued will be  sufficient  to satisfy any current or future claims
relating to former Avant!  facilities,  but cannot assure stockholders that this
will be the case.

     On  February  7, 2002 Renco  filed suit in Alameda  County  Superior  Court
claiming  damages  against  Avant!  on account of  rejection of the lease on the
premises at 46897  Bayside  Parkway by  Comdisco,  Inc.  Comdisco  occupied  the
premises  pursuant to an assignment  dated September 14, 2000 between Avant! and
Comdisco.  Comdisco  filed  Chapter 11  bankruptcy in July 2001 and rejected the
lease in the  bankruptcy  proceeding in September  2001.  Renco is alleging that
under the  assignment,  Avant!  remained  obligated  to pay rent and common area
maintenance  charges on its underlying  lease with Renco;  Renco is arguing that
the assignment  documentation  obligated Avant! to guarantee  Renco's portion of
the additional rent to be owed by Comdisco. Accordingly,  Renco's complaint asks
for rent damages in the sum of  approximately  $37.2  million and  approximately
$5.9 million in build out damages.  Avant! is vigorously defending these claims,
though no assurances can be given regarding the outcome of the litigation or the
amount that Avant!  may ultimately be required to pay to Renco. The court in the
Comdisco  bankruptcy  proceeding has reserved $6.2 million in aggregate for rent
payable to Renco or Avant!.  There is no  assurance  that Avant!  and Renco will
ultimately  be able to collect such amount in such  proceeding,  but the reserve
acts as a cap on their collective recovery from Comdisco.

     Renco  has  declared  a  default  on the  Avant!  leases on 46859 and 46871
Bayside  Parkway  based on the  cross-default  provisions in those leases and in
November 2002, Renco filed suit to recover unpaid rent on those buildings.


                                       15


     On August 10, 2001,  Silicon  Valley  Research,  Inc. (SVR) filed an action
against Avant! in the United States District Court for the Northern  District of
California.  The  complaint  purports  to  state  claims  for  statutory  unfair
competition, receipt, sale and concealment of stolen property, interference with
prospective economic advantage, conspiracy, false advertising,  violation of the
Lanham Act and violation of 18 U.S.C.A.  ss. 1962 (R.I.C.O.).  In the complaint,
SVR alleges that Avant!'s use of Cadence  trade secrets  damaged SVR by allowing
Avant!  to develop and market  products  more  quickly and cheaply than it could
have  otherwise.  The  complaint  seeks  an  accounting,  the  imposition  of  a
constructive  trust,  and actual and exemplary  damages.  In September 2002, the
court granted motions to dismiss filed by Avant!  and  co-defendant  Stephen Wuu
and in October 2002, SVR filed an amended complaint  substantially repeating its
prior claims.  Avant!  has moved to dismiss the complaint and each of the claims
and each of the co-defendants  has joined that motion.  The motion to dismiss is
currently scheduled to be heard in February 2003.

     Avant!  believes  it has  defenses  to SVR's  claims and  intends to defend
itself  vigorously.  These defenses  include,  but are not limited to,  defenses
based on the authority granted to Avant! by the written release agreement signed
between  Cadence  and  Avant!  in 1994 and the  Settlement  Agreement  signed in
November 2002,  Avant!'s denial of any post-release  misappropriation of Cadence
trade secrets,  Avant!'s  belief that any use by Avant! of Cadence trade secrets
did not confer any competitive advantage on Avant! over SVR, and Avant!'s belief
that SVR's loss of market  share  resulted  from  factors  other than any use by
Avant! of Cadence trade secrets.  Should SVR's claims succeed,  however,  Avant!
could be  required  to pay  monetary  damages  to SVR.  Accordingly,  an adverse
judgment could seriously harm Avant!'s business,  financial position and results
of operations.

     Between July and October 2001, three derivative  actions were filed against
Avant! and certain of its officers and directors:  Scott v. Muraki,  et al., No.
01-017548 (Cal. Superior Ct.); Louisiana School Employees'  Retirement System v.
Muraki, et al., C.A. No. 19091 (Del. Chancery Ct.); and Peterson v. Hsu, et al.,
C.A. No. 19178 (Del.  Chancery  Ct.).  The actions  allege,  in substance,  that
certain present and former Avant! officers and directors caused damage to Avant!
by misappropriating trade secrets from competitors, making false representations
to investors and the public,  and causing Avant! to award  lucrative  employment
contracts,  bonuses,  stock option grants, and valuable consulting contracts and
ownership  interests in companies  affiliated with Avant!.  The Louisiana School
Employees'  Retirement  System case was dismissed in August 2002. Also in August
2002,  the  plaintiffs  in the  remaining  actions  have agreed to a  settlement
involving payment of attorneys fees only for the plaintiffs.

     OTHER LITIGATION

     In July 2001,  Synopsys  entered into an agreement to acquire IKOS Systems,
Inc. In December 2001, Mentor Graphics,  Inc. (Mentor)  submitted an unsolicited
offer to acquire IKOS and, in connection therewith, filed a lawsuit in the Court
of Chancery of the State of Delaware  (C.A. No. 19299) against IKOS, the members
of IKOS'  board of  directors,  Synopsys  and  Synopsys'  subsidiary  Oak Merger
Corporation ("Oak"). The lawsuit claimed that certain provisions of the Synopsys
- IKOS Merger Agreement ("Merger Agreement"), were entered into in breach of the
IKOS directors'  fiduciary  duties,  and that Synopsys and Oak aided and abetted
those breaches.  A second lawsuit was filed by an alleged shareholder of IKOS on
essentially  the same grounds.  In March 2002,  Synopsys and IKOS entered into a
termination  agreement by which they  mutually  agreed to  terminate  the Merger
Agreement. Subsequently, Mentor acquired IKOS. As a result, the Company believes
this suit to be moot and  expects  it to be  dismissed  during the first half of
2003. A third  lawsuit  relating to this matter,  filed in  California  Superior
Court in Santa Clara County,  California, was dismissed with prejudice in August
2002.

     There are no other material legal  proceedings  pending against the Company
or Avant!.


                                       16


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

    No matters were  submitted for a vote of security  holders during the fourth
quarter of the fiscal year covered by this Report.


EXECUTIVE OFFICERS OF THE COMPANY

    The executive officers of the Company and their ages, as of January 1, 2003,
are as follows:

    NAME                 AGE                       POSITION
    ----                 ---                       --------
    Aart J. de Geus......48...Chief Executive Officer and Chairman of the Board
                              of Directors
    Chi-Foon Chan........52...President, Chief Operating Officer
    Vicki L. Andrews.....47...Senior Vice President, Worldwide Sales
    Steven K. Shevick....46...Senior Vice President, Finance and Chief Financial
                              Officer

    DR.  AART J. DE GEUS  co-founded  Synopsys  and  currently  serves as Chief
Executive Officer and Chairman of the Board of Directors. Since the inception of
Synopsys in December 1986, he has held a variety of positions  including  Senior
Vice President of Engineering and Senior Vice President of Marketing.  From 1986
to 1992,  Dr. de Geus served as Chairman  of the Board.  He served as  President
from 1992 to 1998.  Dr.  de Geus has  served as Chief  Executive  Officer  since
January  1994 and has held the  additional  title of Chairman of the Board since
February 1998. He has served as a Director since 1986. From 1982 to 1986, Dr. de
Geus was employed by General Electric  Corporation,  where he was the Manager of
the Advanced  Computer-Aided  Engineering  Group.  Dr. de Geus holds an M.S.E.E.
from the Swiss Federal  Institute of Technology in Lausanne,  Switzerland  and a
Ph.D. in electrical engineering from Southern Methodist University.

    DR.  CHI-FOON  CHAN  joined  Synopsys  as  Vice  President  of  Application
Engineering  &  Services  in May 1990.  Since  April 1997 he has served as Chief
Operating  Officer and since February 1998 he has held the  additional  title of
President. Dr. Chan also became a Director of the Company in February 1998. From
September 1996 to February 1998 he served as Executive Vice President, Office of
the  President.  From  February  1994 until  April 1997 he served as Senior Vice
President,  Design  Tools Group and from October 1996 until April 1997 as Acting
Senior Vice President, Design Reuse Group. Additionally,  he has held the titles
of Vice President,  Engineering and General Manager,  DesignWare  Operations and
Senior Vice  President,  Worldwide  Field  Organization.  From March 1987 to May
1990,  Dr. Chan was  employed by NEC  Electronics,  where his last  position was
General  Manager,  Microprocessor  Division.  From 1977 to 1987, Dr. Chan held a
number of senior engineering  positions at Intel Corporation.  Dr. Chan holds an
M.S. and Ph.D. in computer engineering from Case Western Reserve University.

    VICKI L. ANDREWS joined Synopsys in May 1993 and currently  serves as Senior
Vice President,  Worldwide Sales. Before holding that position,  she served in a
number of senior sales roles at Synopsys,  including Vice President,  Global and
Strategic  Sales,  Vice  President,  North America  Sales and Director,  Western
United  States  Sales.  She has  more  than 18 years  of  experience  in the EDA
industry.  Ms. Andrews holds a B.S. in biology and chemistry from the University
of Miami.

    STEVEN K.  SHEVICK  joined  Synopsys in July 1995 and  currently  serves as
Senior Vice President,  Finance and Chief Financial Officer,  and as the Company
Secretary.  Mr. Shevick was appointed  Senior Vice President and Chief Financial
Officer  in  January  2003.  From  October  1999 to  January  2003,  he was Vice
President,  Investor  Relations  and Legal and  Secretary.  From  March  1998 to
October  1999,  he was Vice  President,  Legal,  General  Counsel and  Assistant
Corporate  Secretary.  From July 1995 to March 1998 he served as Deputy  General
Counsel and  Assistant  Corporate  Secretary.  Mr.  Shevick  holds an A.B.  from
Harvard College and a J.D. from Georgetown University Law Center.

    There  are no  family  relationships  among any  executive  officers  of the
Company.



                                       17




                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

    The  information  required  by  this  item is set  forth  on page 86 of this
Synopsys 2002 Annual Report on Form 10-K.


ITEM 6. SELECTED FINANCIAL DATA

FINANCIAL SUMMARY


                                                                 FISCAL YEAR ENDED (2)
                                              -------------------------------------------------------------
                                                          OCTOBER 31,                   SEPTEMBER 30,
                                              ------------------------------------- -----------------------
                                                 2002         2001         2000        1999      1998 (1)
                                              ------------ ------------ ----------- ----------- -----------
                                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                                                 
Revenue...................................     $  906,534   $  680,350  $  783,778  $  806,098   $ 717,940
(Loss) income before income taxes and
   extraordinary items (3)................       (288,940)      83,533     145,938     251,411     116,861
(Benefit) provision for income taxes......        (88,947)      26,731      48,160      90,049      55,819
Extraordinary items, net of income tax
   expense (4)............................             --           --          --          --      28,404
Net (loss) income.........................       (199,993)      56,802      97,778     161,362      89,446
(Loss) earnings per share:
   Basic..................................         (2.99)         0.94        1.43        2.30        1.34
   Diluted................................         (2.99)         0.88        1.38        2.20        1.29
Working capital...........................        151,946      254,962     331,857     627,207     504,759
Total assets..............................      1,978,714    1,128,907   1,050,993   1,173,918     951,633
Long-term debt............................          6,547           73         564      11,642      13,138
Stockholders' equity......................      1,113,481      485,656     682,829     865,596     664,941


----------
(1) Amounts and per share data for  periods  presented  have been  retroactively
    restated to reflect the mergers accounted for under the pooling-of interests
    method with Viewlogic Systems,  Inc, effective December 4, 1997, and Everest
    Automation, Inc., effective November 21, 1998.

(2) Synopsys  has a fiscal year that ends on the  Saturday  nearest  October 31.
    Fiscal years 2002, 2000, and 1999 were 52-week years while fiscal years 2001
    and 1998 were 53-week years.  For  presentation  purposes,  the consolidated
    financial  statements  refer to the calendar month end. Prior to fiscal year
    2000,  Synopsys'  fiscal year ended on the Saturday nearest to September 30.
    The period from  October 1, 1999  through  October 31, 1999 was a transition
    period.  During the transition  period,  revenue,  loss before income taxes,
    benefit for income  taxes and net loss were $23.2  million,  $25.5  million,
    $9.9 million,  and $15.5 million,  respectively,  and basic and diluted loss
    per share was $0.22. The net loss during the transition period is due to the
    fact that sales in the first month following a quarter end are  historically
    weak. As of October 31, 1999, working capital, total assets, long-term debt,
    and stockholders'  equity were $621.9 million,  $1.2 billion,  $11.3 million
    and $872.6 million, respectively.

(3)  Includes  charges of $87.7 million,  $1.7 million,  $21.2 million and $33.1
     million for the fiscal years ended  October 31, 2002 and 2000 and September
     30, 1999 and 1998  respectively,  for in-process  research and development.
     Includes merger-related and other costs of $128.5 million and $51.0 million
     for the years ended October 31, 2002 and September 30, 1998,  respectively.
     Includes  insurance  premium  costs of $335.8  million  for the fiscal year
     ended October 31, 2002 related to the Avant! merger.

(4)  On October 2, 1998,  Synopsys sold a segment of the Viewlogic  business for
     $51.9 million in cash. As a result of the transaction, Synopsys recorded an
     extraordinary  gain of $26.5  million,  net of income tax  expense,  in the
     fourth quarter of fiscal 1998.



                                       18




ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

    The following  discussion  contains  forward-looking  statements  within the
meaning of Section 21E of the  Securities  Exchange  Act of 1934.  For  example,
statements   including   terms  such  as  "projects,"   "expects,"   "believes,"
"anticipates" or "targets" are forward-looking statements.  Actual results could
differ materially from those anticipated in such forward-looking statements as a
result of certain  factors,  including  those set forth under  "Factors That May
Affect Future Results."

CRITICAL ACCOUNTING POLICIES

    The  discussion  and  analysis  of our  financial  condition  and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance  with  accounting  principles  generally  accepted in the
United States. The preparation of these financial statements requires management
to make  estimates  and  judgments  that affect the reported  amounts of assets,
liabilities,  revenues and expenses and related  disclosure of contingent assets
and  liabilities.  On an on-going  basis,  we evaluate our estimates,  including
those related to revenue recognition, bad debts, investments,  intangible assets
and income  taxes.  Our  estimates  are based on  historical  experience  and on
various other  assumptions  we believe are reasonable  under the  circumstances.
Actual results may differ from these estimates.

    The  accounting  policies  described  below are those  that most  frequently
require us to make  estimates  and  judgments,  and are  therefore  critical  to
understanding our results of operations.

    REVENUE RECOGNITION. Our revenue recognition policy is detailed in Note 2 of
the Notes to Consolidated Financial Statements.  Management has made significant
judgments related to revenue recognition;  specifically, in connection with each
transaction  involving  our  products  (referred to as an  "arrangement"  in the
accounting   literature)  we  must  evaluate   whether  our  fee  is  "fixed  or
determinable"  and we must assess whether  "collectibility  is probable".  These
judgments are discussed below.

    THE FEE IS FIXED OR DETERMINABLE.  With respect to each arrangement, we must
make a judgment as to whether the arrangement fee is fixed or  determinable.  If
the fee is fixed or  determinable,  then revenue is recognized  upon delivery of
software  (assuming other revenue  recognition  criteria are met). If the fee is
not fixed or determinable,  then the revenue recognized in each quarter (subject
to application of other revenue recognition  criteria) will be the lesser of the
aggregate of amounts due and payable or the amount of the  arrangement  fee that
would have been recognized if the fees had been fixed or determinable.

    Except  in cases  where  we  grant  extended  payment  terms  to a  specific
customer,  we have  determined  that our fees are fixed or  determinable  at the
inception of our arrangements based on the following:

o        The fee our  customers pay for our products is negotiated at the outset
         of an  arrangement  and is generally  based on the  specific  volume of
         products to be delivered.

o        Our license fees are not a function of variable-pricing mechanisms such
         as the number of units  distributed  or copied by the  customer  or the
         expected number of users of the product delivered.


                                       19


     A  determination  that an  arrangement  fee is fixed or  determinable  also
depends upon the payment terms  relating to such an  arrangement.  Our customary
payment terms - supported by historical practice - require that a minimum of 75%
of the arrangement fee is due within one year or less. Arrangements with payment
terms  extending  beyond the customary  payment terms are  considered  not to be
fixed or  determinable.  A determination of whether the arrangement fee is fixed
or  determinable is  particularly  relevant to revenue  recognition on perpetual
licenses.

     COLLECTIBILITY IS PROBABLE.  In order to recognize revenue,  we must make a
judgment of the  collectibility  of the  arrangement  fee.  Our  judgment of the
collectibility is applied on a customer-by-customer basis pursuant to our credit
review  policy.  We typically  sell to customers for which there is a history of
successful  collection.  New customers are subjected to a credit review process,
which  evaluates  the  customers'  financial  positions  and ability to pay. New
customers are typically  assigned a credit limit based on a formulated review of
their  financial  position.  Such  credit  limits  are  only  increased  after a
successful  collection history with the customer has been established.  If it is
determined from the outset of an arrangement that collectibility is not probable
based upon our credit review process,  revenue is recognized on a cash-collected
basis.

    VALUATION OF  STRATEGIC  INVESTMENTS.  As of October 31, 2002,  the adjusted
cost of our strategic  investments totaled $25.1 million,  excluding  unrealized
gains and  losses.  We review  our  investments  in  non-public  companies  on a
quarterly  basis and estimate the amount of any impairment  incurred  during the
current period based on specific  analysis of each  investment,  considering the
activities of and events occurring at each of the underlying portfolio companies
during the quarter.  Our  portfolio  companies  operate in  industries  that are
rapidly evolving and extremely competitive. For equity investments in non-public
companies  where  there  is  not a  market  in  which  their  value  is  readily
determinable,  we assess each  investment  for  indicators of impairment at each
quarter end based  primarily on  achievement  of business  plan  objectives  and
current market conditions,  among other factors, and information available to us
at the time of this quarterly  assessment.  The primary business plan objectives
we consider  include  achievement of planned  financial  results,  completion of
capital  raising  activities,  the  launching of  technology,  the hiring of key
employees and overall progress on the portfolio  company's  business plan. If it
is determined that an impairment has occurred with respect to an investment in a
portfolio company, in the absence of quantitative valuation metrics,  management
estimates  the  impairment  and/or  the net  realizable  value of the  portfolio
investment based on public- and  private-company  market comparable  information
and valuations completed for companies similar to our portfolio companies. Based
on these measurements, impairment losses aggregating $11.3 million were recorded
during fiscal 2002. Future adverse changes in market conditions,  poor operating
results of  underlying  investments  and other  information  obtained  after our
quarterly  assessment  could  result in  additional  losses or an  inability  to
recover  the  current  carrying  value of the  investments  thereby  requiring a
further impairment charge in the future.

    VALUATION  OF  INTANGIBLE  ASSETS.  Intangible  assets,  net of  accumulated
amortization,  totaled  $355.3  million as of October 31, 2002. We  periodically
evaluate our intangible assets for indications of impairment  whenever events or
changes  in   circumstances   indicate  that  the  carrying  value  may  not  be
recoverable.  Intangible  assets  consist  of  goodwill,  purchased  technology,
contract  rights   intangibles  (as  defined  under  "Results  of  Operations  -
Acquisition  of Avant!  Corporation  - Contract  Rights  Intangible"),  customer
installed  base/relationship,   trademarks  and  tradenames,  covenants  not  to
compete,  customer  backlog  and  capitalized  software.   Factors  we  consider
important  which  could  trigger  an  impairment   review  include   significant
under-performance  relative to expected historical or projected future operating
results,  significant changes in the manner of our use of the acquired assets or
the  strategy  for our overall  business  or  significant  negative  industry or
economic trends.  If this evaluation  indicates that the value of the intangible
asset may be impaired,  an assessment of the  recoverability of the net carrying
value of the asset over its remaining  useful life is made.  If this  assessment
indicates that the intangible asset is not  recoverable,  based on the estimated
undiscounted  future cash flows of the entity or  technology  acquired  over the
remaining  amortization period, the net carrying value of the related intangible
asset will be reduced to fair value and the remaining amortization period may be
adjusted.  Any such  impairment  charge  could be  significant  and could have a
material  adverse effect on our reported  financial  statements.  Based on these
measurements,  we recorded an impairment  charge of  approximately  $0.1 million
during  fiscal  2002 and an  impairment  charge of $3.7  million  related to the
Avant! merger as described under "Integration Costs" below.

     ALLOWANCE FOR DOUBTFUL ACCOUNTS.  As of October 31, 2002, our allowance for
doubtful accounts totaled $11.6 million. Management estimates the collectibility
of our accounts  receivable  on an  account-by-account  basis.  In addition,  we
provide  for a general  reserve on all  accounts  receivable,  using a specified
percentage  of  the   outstanding   balance  in  each  aged  group.   Management
specifically  analyzes  accounts  receivable and historical bad debt experience,
customer  creditworthiness,  current  economic trends,  international  exposures


                                       20



(such as currency  devaluation),  and changes in our customer payment terms when
evaluating the adequacy of the allowance for doubtful accounts. If the financial
condition of our customers  were to  deteriorate,  resulting in an impairment of
their ability to make payments,  additional  allowances may be required.  During
the current year,  write-offs  (net of  recoveries)  and  additional  allowances
totaled $6.5 million and $7.0 million, respectively.

     INCOME TAXES.  Our effective tax rate is directly  affected by the relative
proportions of our domestic and foreign revenue and income.  We are also subject
to changing tax laws in the multiple  jurisdictions  in which we operate.  As of
October 31, 2002, deferred tax assets and liabilities totaled $382.2 million and
$105.9  million,  respectively.  We believe that it is more likely than not that
the results of future  operations  will generate  sufficient  taxable  income to
utilize these net deferred tax assets.  While we have considered  future taxable
income and ongoing prudent and feasible tax planning strategies in assessing the
need for any valuation allowance,  should we determine that we would not be able
to  realize  all or  part of our net  deferred  tax  assets  in the  future,  an
adjustment  to the  deferred tax assets would be charged to income in the period
such determination was made.

RESULTS OF OPERATIONS

    MERGERS AND  ACQUISITIONS.  On June 6, 2002,  we  completed  our merger with
Avant!.  Avant! was a leader in the development of software used in the physical
design  and  physical  verification  phases of chip  design.  As a result of the
merger,  we are now able to offer a  comprehensive  array  of  products  for the
design  and  verification  of chips.  Products  obtained  in the  merger are key
components of the  implementation  and verification  platforms  discussed above.
Under the terms of the merger  agreement  between  Synopsys  and Avant!,  Avant!
merged with and into a wholly-owned subsidiary of Synopsys. The aggregate merger
consideration,  including the fair value of stock issued, was approximately $1.0
billion,  and was determined  primarily as a result of competitive  bidding with
other potential  acquirors.  As a result of the merger,  we recorded goodwill of
$369.5  million,  which is reflected  on the  consolidated  balance  sheet as of
October  31,  2002.  We believe  that the value of the  products  acquired  from
Avant!, when combined with the pre-merger Synopsys products, justifies the price
paid.  The results of  operations  of Avant!  are  included in the  accompanying
consolidated  financial  statements  for the  period  from June 6, 2002  through
October 31, 2002.

    On September 6, 2002, we completed our  acquisition of Co-Design,  a private
company  which  was  developing  simulation  software  used  in the  high  level
verification  stage of the chip design  process,  and a new design language that
permits  designers to describe the behavior of their chips more efficiently than
current standard languages. The aggregate purchase price for Co-Design was $32.3
million,  which was determined  principally by competitive  bidding with another
potential  acquiror.  As a result of the merger we  recorded  goodwill  of $27.7
million,  which is reflected on the consolidated balance sheet as of October 31,
2002. We believe that we will derive a competitive  advantage through the use of
Co-Design's new design language in our design and verification  products and the
expertise of its employees, and therefore the price is justified. The results of
operations of Co-Design are included in the accompanying  consolidated financial
statements for the period from September 6, 2002 through October 31, 2002.

    On September 20, 2002, we completed our acquisition of inSilicon,  a company
that  developed,  marketed  and  licensed  an  extensive  portfolio  of  complex
"intellectual property blocks", or pre-designed,  pre-verified  subportions of a
chip that can be used as  building  blocks for  complex  systems-on-a-chip,  and
therefore accelerate the development of such chips. The aggregate purchase price
for inSilicon was $74.6 million. As a result of the merger, we recorded goodwill
of $22.2  million  which is reflected on the  consolidated  balance  sheet as of
October 31, 2002. We believe that the  combination of  inSilicon's  portfolio of
intellectual  property with our own portfolio will provide us with a competitive
advantage over other providers of intellectual  property  blocks,  and therefore
justifies the price.  The results of operations of inSilicon are included in the
accompanying consolidated financial statements for the period from the September
20, 2002 through October 31, 2002.


                                       21



    REVENUE.  Revenue consists of fees for perpetual and ratable licenses of our
software products,  post-contract  customer support (PCS), customer training and
consulting. We classify revenues as product, service or ratable license. Product
revenue  consists  primarily of perpetual  software  licenses.  Service  revenue
consists of PCS under  perpetual  licenses and fees for consulting  services and
training. Ratable license revenue consists of all revenue from our TSLs and from
time-based  licenses  sold  prior to the  adoption  of TSLs in August  2000 that
include extended payment terms or unspecified additional products.

     ADOPTION OF SUBSCRIPTION LICENSES; IMPACT ON REVENUE. In the fourth quarter
of  fiscal  2000  we  introduced  a new  type of  license  called  a  technology
subscription  license.  A TSL is a  license  to use one or more of our  software
products,  and to receive support services (such as hotline support and updates)
for a limited  period of time,  usually one to three  years.  Since TSLs include
bundled  products and  services,  both product and service  revenue is generally
recognized  ratably  over the term of the  license,  or, if later,  as  payments
become due. The terms of TSLs,  and the payments due thereon,  may be structured
flexibly to meet the needs of the  customer.  In certain  situations,  customers
have limited  rights to new  technology  through  reconfiguration  clauses under
their agreements.

    Prior to the  adoption  of  TSLs,  we sold  perpetual  licenses  and  "term"
licenses (a type of time-based license). Under these types of licenses, software
support is  purchased  separately.  Revenue  from the license  sale is generally
recognized in the quarter that the product is shipped (or "upfront") and revenue
from  software  support is  recognized  ratably  over the support  period.  Term
licenses were discontinued when TSLs were introduced.

    Due to the different  treatment of TSLs and  perpetual/term  licenses  under
applicable  accounting rules, each type of license has a different impact on our
financial  statements.  When a customer buys a TSL, relatively little revenue is
recognized during the quarter the product is initially delivered.  The remaining
amount not recognized will either be recorded as deferred revenue on our balance
sheet or  considered  backlog by us and not recorded on the balance  sheet.  The
amount  recorded as deferred  revenue is equal to the portion of the license fee
that has been invoiced or paid but not recognized. The amount considered backlog
moves out of backlog  and is  recorded  as  deferred  revenue as  invoiced or as
additional  payments  are made.  Deferred  revenue  is  reduced  as  revenue  is
recognized.  Under perpetual licenses (and term licenses),  a high proportion of
all license  revenue is recognized in the quarter that the product is delivered,
with relatively little recorded as deferred revenue or as backlog. Therefore, an
order for a TSL will result in significantly lower  current-period  revenue than
an equal-sized order under the prior form of time-based licenses. Conversely, an
order for a TSL will result in higher revenues recognized in future periods than
an equal-sized  order for a perpetual or term license.  For example,  a $120,000
order for a perpetual  license will result in $120,000 of revenue  recognized in
the quarter the product is shipped and no revenue in future  quarters.  The same
order for a 3-year TSL shipped at the  beginning  of the quarter  will result in
$10,000 of revenue  recognized in the quarter the product is shipped and in each
of the 11 succeeding quarters.

    On an aggregate  basis,  the introduction of TSLs has had, and will continue
to have, a significant  impact on our reported revenue and on our balance sheet.
In the quarter  immediately  following  the adoption of TSLs,  reported  revenue
dropped  significantly.  In each quarter  since  adoption,  ratable  revenue has
grown,  as TSL  orders  received  in each  quarter  contribute  revenue  that is
"layered"  over  the  revenue  recognized  from  TSL  orders  received  in prior
quarters.  This effect will repeat itself each quarter in varying  degrees until
the TSL model is fully phased in; during this transition  period ratable revenue
will continue to grow even if the overall level of TSL orders does not grow, and
could grow even if the overall level of TSL orders declines. The phase in period
of the TSL model is difficult  to predict.  Absent any  acquisitions,  the model
would be substantially phased in approximately 3.25 years following the adoption
of the  model.  The phase in period  has been  extended  by the  acquisition  of
Avant!, and will be extended to some extent by any future  acquisitions we make.
Over the long  term,  as the TSL model  becomes  more fully  phased in,  average
revenue growth will closely track average orders growth.

    Synopsys'  license revenue in any given quarter is dependent upon the volume
of  perpetual  orders  shipped  during the quarter and the amount of TSL revenue
amortized  from  deferred  revenue,  recognized  out of backlog  and, to a small
degree, recognized on TSL orders received during the quarter. We set our revenue
targets for any given period based,  in part,  upon an  assumption  that we will
achieve  a certain  level of  orders  and a  certain  license  mix of  perpetual
licenses  and  TSLs.  The  precise  mix of  orders  is  subject  to  substantial


                                       22



fluctuation in any given quarter or multiple quarter periods, and the actual mix
of licenses  sold affects the revenue we recognize in the period.  If we achieve
the target  level of total  orders but are unable to achieve our target  license
mix, we may not meet our revenue targets (if we deliver more-than-expected TSLs)
or may exceed them (if we deliver more-than-expected  perpetuals). If we achieve
the  target  license  mix but the  overall  level of orders is below the  target
level, then we will not meet our revenue targets.

     Since  our  introduction  of  TSLs,  the  average  TSL  duration  has  been
approximately 13 quarters.  Our historical license order mix from August 2000 to
the present (i.e.,  since our adoption of TSLs), has been 24% perpetual licenses
and 76% ratable licenses.  Our target license mix for total new software license
orders  for the  first  quarter  of  fiscal  year  2003 is 18% to 23%  perpetual
licenses and 77% to 82% ratable  licenses.  The precise mix of orders is subject
to substantial  fluctuation in any given quarter or multiple quarter periods. In
the  fourth  quarter of fiscal  2002,  the  license  mix was  approximately  27%
perpetual licenses and 73% TSLs, in comparison to 14% perpetual licenses and 86%
TSLs in the fourth  quarter of fiscal 2001. The license mix for full fiscal 2002
year was approximately 27% perpetual licenses and 73% TSLs, in comparison to 20%
perpetual  licenses and 80% TSLs for fiscal 2001. Our target license mix for new
software license orders for fiscal 2003 is 22% to 27% perpetual licenses and 73%
to 78%  ratable  licenses.  This range may be subject to change  based on market
conditions during the year.

    REVENUE.  Total revenue for fiscal 2002  increased 33% to $906.5  million as
compared to $680.4  million for fiscal 2001.  The increase in total  revenue for
fiscal  2002  as  compared  to  fiscal  2001  is due  primarily  to  the  Avant!
acquisition,  and to the additional quarters that the TSL license model has been
used.

    Total revenue for fiscal 2001 decreased 13% to $680.4 million as compared to
$783.8 million for fiscal 2000. The decrease in total revenue for fiscal 2001 as
compared to fiscal 2000 is due to the  utilization for the full 2001 fiscal year
of the TSL license  model and the related  inherent  decrease in current  period
revenue due to the timing of revenue recognition under this license model.

    Product  revenue for fiscal 2002 increased 50% to $245.2 million as compared
to $163.9  million for fiscal 2001.  The increase in product  revenue for fiscal
2002 as compared to fiscal  2001 is due to an  increase  in  perpetual  licenses
delivered  during the period,  which  resulted in large part from the  increased
volume of perpetual licenses after the Avant! merger.  During the second quarter
of 2002, we began offering variable  maintenance  arrangements  (VMP) to certain
customers that entered into perpetual license technology  arrangements in excess
of $2.0 million. Under these arrangements,  the annual fee for PCS is calculated
as a  percentage  of the net license fee rather than a fixed  percentage  of the
list price.

    Product  revenue for fiscal 2001 decreased 62% to $163.9 million as compared
to $434.1  million for fiscal 2000.  The decrease in product  revenue for fiscal
2001 as compared to fiscal 2000 was due to the  adoption of the TSL model (under
which, as explained above,  revenue is recognized  ratably) from a license model
under which virtually all license revenue was recognized in the quarter shipped.

    Service  revenue for fiscal 2002 decreased 16% to $287.7 million as compared
to $341.8  million for fiscal 2001.  The decrease in service  revenue for fiscal
2002 as compared to fiscal 2001 is due to economic factors and the impact of our
adoption of TSLs.  Economic  conditions  have led our  customers to reduce their
costs by  curtailing  their  use of  outside  consultants  and,  in some  cases,
discontinuing  maintenance on their perpetual licenses. As a result, we received
a lower volume of new  consulting  orders and  maintenance  renewal  orders than
expected. In addition,  certain projects in our consulting backlog were deferred
or cancelled.  Customer  expenditures on training have also been reduced,  which
has accordingly reduced revenue from training.  These conditions are expected to
continue at least until research and development  spending by the  semiconductor
industry  returns to historic  levels of growth.  The shift to TSLs has impacted
service  revenue in two ways.  First,  new licenses  structured  as TSLs include
bundled  PCS,  which means that revenue  attributable  to PCS is  recognized  as
ratable license revenue.  If such licenses were perpetual licenses or time-based
licenses similar to the type formerly offered,  the PCS revenue relating to such
licenses would be recognized as service revenue. Second, customers with existing
perpetual  licenses are entering  into new TSLs rather than  renewing the PCS on
the existing perpetual licenses.  In each case, revenue attributable to PCS that
otherwise  would have been  reflected  in service  revenue is now  reflected  in
ratable license revenue.


                                       23



    The decline in service revenue was partly offset by revenue  recognized from
services  contracts  acquired in the Avant!  merger.  Synopsys  recognized  less
revenue on these  contracts  than Avant!  would have  recognized due to the fact
that under  purchase  accounting  rules the  deferred  revenue  balance of these
contracts was significantly reduced upon acquisition.

    Service  revenue for fiscal 2001 remained  relatively flat at $341.8 million
as compared to $340.8  million in fiscal 2000, as growth in consulting  services
business  in the first  half of the year was  offset by  reduction  in  business
attributable to cost-cutting efforts by customers.

    Ratable  license revenue for fiscal 2002 increased 114% to $373.6 million as
compared to $174.6  million in fiscal  2001.  The  increase  in ratable  license
revenue  for  fiscal  2002  compared  to  fiscal  2001 is due to the  additional
quarters that the TSL license model has been used.

    Ratable  license  revenue for fiscal  2001  increased  to $174.6  million as
compared to $8.9 million in fiscal 2000. The increase in ratable license revenue
for fiscal 2001  compared  to fiscal 2002 is due to the fact that we  introduced
TSLs  in the  fourth  quarter  of  fiscal  2000  (August  2000)  and  therefore,
relatively  little TSL revenue was  recognized  in fiscal 2000 because under the
TSL model relatively  little revenue is recognized in the quarter the product is
initially delivered.

    RELATED  PARTY  TRANSACTION.  Approximately  8% of fiscal 2002 revenues were
derived from a company whose Chief  Financial and  Enterprise  Officer serves on
the Synopsys Board of Directors.  Management  believes the transactions  between
the  two  parties  were  carried  out  under  the  Company's  normal  terms  and
conditions.

    REVENUE  SEASONALITY.  Our revenue is seasonal.  In general,  revenue in the
first  quarter of our fiscal year is the lowest of any  quarter,  and revenue in
the fourth quarter is the largest of any quarter, with revenue in the second and
third  quarters  roughly in the middle of the first and  fourth  quarters.  This
seasonal pattern may be attributed to a variety of factors,  including  customer
buying patterns,  the timing of major contract  renewals and sales  compensation
incentives.

    REVENUE - PRODUCT GROUPS. For management  reporting  purposes,  our products
have been organized into four distinct product groups -- Design  Implementation,
Verification  and Test,  Design  Analysis,  Intellectual  Property (IP) -- and a
services group --  Professional  Services.  The following  table  summarizes the
revenue  attributable  to the various  groups as a percentage  of total  Company
revenue for the last eight quarters.  Revenue  attributable to products acquired
from Avant! that was recognized by Avant! prior to June 6, 2002 is not reflected
in the following tables. Revenue attributable to such products from June 6, 2002
through October 31, 2002 is included in fiscal 2002 revenue.  As a result of the
Avant!  merger, we redefined our product groups,  effective in the third quarter
of fiscal 2002.  Prior period amounts have been  reclassified  to conform to the
new presentation.




                          Q4-2002   Q3-2002    Q2-2002   Q1-2002    Q4-2001    Q3-2001   Q2-2001    Q1-2001
                         ---------- --------- ---------- --------- ---------- ---------- --------- ----------
                                                                           
Revenue

  Design Implementation      46%        45%       42%        40%      42%         39%        39%       38%
  Verification and Test      25         26        34         37       33          34         32        31
  Design Analysis            19         17         6          6        6           6          5         7
  IP                          6          6         9          9       10          10          9        10
  Professional Services       4          6         9          8        9          11         15        14
                         ---------- --------- ---------- --------- ---------- ---------- --------- ----------
   Total Company            100%       100%      100%       100%     100%        100%       100%      100%
                         ========== ========= ========== ========= ========== ========== ========= ==========



     DESIGN IMPLEMENTATION.  Design Implementation includes products used in the
logic design and physical design phases of chip design (as described above under
Business - Products - IC Implementation  products) for the design of a chip from
a high level functional description to a complete description of the transistors
and  connections  that  implement  such  functions  that can be  delivered  to a
semiconductor  company for  manufacturing.  Design  Implementation  technologies
include logic synthesis,  physical synthesis, floor planning and place-and-route
products and technologies. The principal products in this category as of the end
of fiscal 2002 are Design Compiler, Physical Compiler, Chip Architect, Floorplan
Compiler,   Jupiter,   Apollo  and  Astro.  As  a  percent  of  revenue,  Design
Implementation  fluctuated  between  38% and 42% in the  period  from the  first


                                       24



quarter of fiscal 2000 through the second  quarter of fiscal 2002, and exhibited
a generally  increasing  trend from the first quarter of fiscal 2001 through the
second  quarter  of fiscal  2002.  This trend  reflects  the  Company's  growing
portfolio of Design Implementation  products during the period, most notably the
introduction  of Physical  Compiler.  The 3% increase from the second quarter of
fiscal  2002 to the third  quarter  of  fiscal  2002 is due  principally  to the
addition of Avant!  products  to this  category,  since the  largest  portion of
Avant!'s  revenue was derived from products  (including its principal  place and
route products) that were added to the Design Implementation category.

    VERIFICATION  AND TEST.  Verification  and Test  includes  products used for
verification and analysis performed at the system level, register transfer level
(RTL) and gate level of design,  including  simulation,  system level design and
verification,  timing analysis, formal verification,  test and related products.
The  principal  products in this  category  are VCS,  Polaris,  Vera,  PathMill,
CoCentric System Studio, PrimeTime, Formality, Design Verifyer, DFT Compiler and
TetraMax,  which  are used in  several  different  phases of chip  design.  As a
percent of revenue,  revenue from this product family fluctuated between 31% and
37% in the period  from the first  quarter  of fiscal  2001  through  the second
quarter of fiscal 2002, principally  attributable to the mix of perpetual versus
TSL orders received for Verification and Test products during any given quarter.
Beginning in the third quarter of fiscal 2002, Verification and Test revenues as
a  percent  of  total  Company  revenue  were  lower,  principally  because  the
Verification and Test product group does not include many products acquired from
Avant!.

    DESIGN ANALYSIS. Design Analysis includes products used for verification and
analysis performed  principally  during the physical  verification phase of chip
design,  including  analog and mixed  signal  circuit  simulation,  design  rule
checking,  power analysis,  customer design,  semiconductor process modeling and
reliability  analysis.  The  principal  products in this  category  are NanoSim,
StarSim,  HSPICE, StarRC,  Arcadia,  TCAD, Hercules,  Venus, OPC, PrimePower and
Cosmos.  Revenue from this product group as a percentage  of total  revenues has
ranged between 5% and 7% since the  introduction  of TSLs as a result of the mix
of perpetual  versus  time-based  license  orders  received  during a particular
quarter.  During the third  quarter of fiscal  2002,  revenue  from this product
group as a percentage of total  revenues  increased to 17%, due primarily to the
Avant!  acquisition,  as the second  largest  portion of  Avant!'s  revenue  was
derived from products that were added to the Design Analysis category.

    INTELLECTUAL  PROPERTY.  Our IP products  include the DesignWare  library of
design  components and  verification  models,  and the products  acquired in the
inSilicon transaction (effective in the fourth quarter of 2002). IP revenue as a
percent of total revenue was relatively stable from the fourth quarter of fiscal
2000 to the second quarter of fiscal 2002, reflecting growth consistent with the
Company average. Beginning with the third quarter of fiscal 2002, IP revenues as
a percent of total Company revenue decreased  principally because the IP product
group does not include many products acquired from Avant!

    PROFESSIONAL  SERVICES.  The Professional Services group includes consulting
and training  activities.  This group provides  consulting  services,  including
design methodology  assistance,  specialized  telecommunications  systems design
services and turnkey design.  Revenue from professional services as a percentage
of total  revenues has declined  from 14% in the first quarter of fiscal 2001 to
6% in the third  quarter of fiscal 2002,  reflecting,  as described  above under
"Revenue", the impact of the economic environment.

    COST OF REVENUE.  Cost of revenue  consists of the cost of product  revenue,
cost of service  revenue,  cost of ratable license  revenue and  amortization of
intangible  assets and  deferred  stock  compensation.  Cost of product  revenue
includes  personnel and related  costs,  production  costs,  product  packaging,
documentation,  and amortization of capitalized  software  development costs and
purchased  technology.  The cost of internally developed capitalized software is
amortized on the  straight-line  method over the software's  estimated  economic
life of approximately  two years.  Cost of service revenue  includes  consulting
services, personnel and related costs associated with providing training and PCS
on perpetual  licenses.  Cost of ratable license  revenue  includes the costs of
product  and  services  related to our TSLs (TSLs  include  bundled  product and
services).  Cost of product revenue, cost of service revenue and cost of ratable
license  revenue during any period are heavily  dependent on the mix of software
orders received during such period.


                                       25



     Cost of  revenue  amortization  of  intangible  assets and  deferred  stock
compensation  includes the  amortization of the contract  rights  intangible and
customer  backlog  assets  associated  with  certain  executory  contracts,   as
discussed  under  "ACQUISITION  OF  AVANT!   CORPORATION"  and  "ACQUISITION  OF
INSILICON   CORPORATION",   respectively,   below,   and  the   amortization  of
core/developed  technology  acquired  in the  Avant!,  inSilicon  and  Co-Design
mergers. Total amortization of intangible assets, which commenced on the date of
the  respective  acquisition,  included in cost of revenues  for fiscal 2002 was
$33.7 million which  includes  $26.5 million and $7.2 million for core developed
technology  and  contract  rights  intangible,  respectively.  Cost  of  revenue
amortization  also includes the  amortization of deferred stock  compensation as
discussed below under  "AMORTIZATION OF INTANGIBLE ASSETS" totaling $0.2 million
for the year ended October 2002.

    Total cost of revenue  as a  percentage  of total  revenue  for fiscal  2002
remained  relatively  flat at 19% as compared to fiscal 2001. Cost of goods sold
(which   excludes   amortization   of  intangible   assets  and  deferred  stock
compensation) as a percentage of total revenue  decreased due to the increase in
quarterly  amortization  of deferred  revenue and backlog,  which is an inherent
result of the use of the  ratable  license  model and due to the fact that other
cost of goods sold components remained relatively flat. However, the decrease in
cost of goods sold as a percentage of total revenue in fiscal 2002 was offset by
the  commencement  of  amortization  of  the  contract  rights   intangible  and
core/developed technology recorded as a result of current year acquisitions.

    Total cost of revenue  as a  percentage  of total  revenue  for fiscal  2001
increased to 19% as compared to 16% in fiscal 2000. This 19% increase in cost of
revenue as a percentage  of total  revenue for fiscal 2001 as compared to fiscal
2000 is due to the write-off of  intangible  assets  relating to a  discontinued
product totaling $1.8 million and an increase in the inventory  reserve totaling
$1.3 million related to our hardware modeling product.

    WORK FORCE REDUCTION. During the first quarter of fiscal 2002, as part of an
overall cost reduction program,  we implemented a workforce  reduction affecting
all  departments,  both  domestic and foreign.  As a result,  our  workforce was
reduced  by  approximately  175  employees  and a charge of  approximately  $3.9
million was included in operating  expenses  during the second quarter of fiscal
2002. This charge consists of severance and other special termination  benefits.
These costs are reflected in the statement of operations as follows:

(IN THOUSANDS)
Cost of revenue                          $    678
Research and development                    1,081
Sales and marketing                         1,078
General and administrative                  1,033
                                         -----------
Total                                    $  3,870
                                         ===========

    RESEARCH AND DEVELOPMENT.  Research and development expenses for fiscal 2002
increased 19% to $225.5  million as compared to $189.8  million for fiscal 2001.
The increase in expenses is due to increases  of $28.7  million in  compensation
and  compensation-related  costs as a result  of an  increase  in  research  and
development  headcount  due to the Avant!  acquisition,  $11.3  million in human
resources, technology and facilities costs as a result of increased research and
development staffing and $4.2 million in depreciation  expense.  These increases
were offset by decreases of $5.4 million in consulting expenses and $4.3 million
of other expenses including  facilities,  travel,  communications,  supplies and
recruiting as a result of our cost reduction programs.

    Research and development  expenses for fiscal 2001 remained  relatively flat
at $189.8  million as compared to $189.3  million in fiscal  2000.  Research and
development  expenses increased in fiscal 2001 as compared to fiscal 2000 due to
increases in personnel related costs, recruiting costs and depreciation expense.
These increases were offset by a decrease in facilities  expense due to the fact
that  during the  fourth  quarter of fiscal  2000 we closed  certain  facilities
acquired  in the Gambit  acquisition  and to  decreases  in  equipment  repairs,
advertising expenses and travel and entertainment costs.


                                       26



     SALES AND MARKETING. Sales and marketing expenses for fiscal 2002 decreased
3% to $264.8  million as compared to $274.0  million in fiscal 2001. The overall
decrease is due to decreases of $8.4 million in human resources,  technology and
facilities costs as a result of a decrease in sales and marketing headcount as a
percentage of total headcount,  $1.3 million in employee functions, $1.4 million
in   consulting   expenses  and  $2.8  million  in  other   expenses   including
communications and supplies,  charitable  contributions,  professional services,
subscriptions and memberships as a result of our cost reduction  efforts.  These
decreases  are offset by increases of $4.8 million in  compensation  and related
costs  attributable  to an increase in sales and marketing  headcount  resulting
from the Avant! Merger and $1.9 million in travel relating to customer visits to
discuss the potential integration of Synopsys and Avant! products.

     Sales and marketing expenses for fiscal 2001 decreased 5% to $274.0 million
as  compared  to $288.8  million in fiscal  2000.  The  decrease  in fiscal 2001
compared to fiscal 2000 was due to  decreases  in annual  commissions,  bonuses,
travel, consulting expenses,  recruiting,  advertising and depreciation expense.
These decreases were offset in part by an increase in personnel-related costs.

     GENERAL AND ADMINISTRATIVE.  General and administrative expenses for fiscal
2002 increased 13% to $78.5 million as compared to $69.7 million in fiscal 2001.
The overall increase is due to increases of $11.1 million in facilities costs as
a result of an increased number of sites due to the Avant!  merger, $7.0 million
in  compensation  and  compensation-related  costs  as  a  result  of  increased
headcount due to the Avant!  merger, $5.6 million in professional  service fees,
$2.2  million in  communications  costs,  $1.6  million in  equipment  to update
licenses  for our  internal  enterprise  application  systems,  $1.4  million in
depreciation  and $2.9 million in other expenses  including  travel and property
tax assessments.  These increases were offset by decreases of $20.0 million as a
result of decreased  general and  administrative  headcount  as a percentage  of
total  headcount  and $3.9 million in  consulting  costs as a result of our cost
reduction efforts.

    General and  administrative  expenses for fiscal 2001 increased 18% to $69.7
as compared to $59.2 million.  The increase in fiscal 2001 as compared to fiscal
2000  was due to  increases  in bad  debt  expense,  facility  expenditures  and
consulting  services  related to the  upgrade of our current  computer  systems.
These increases are offset by a decrease in personnel costs.

    INTEGRATION COSTS. Non-recurring integration costs incurred relate to merger
activities which are not included in the purchase  consideration  under Emerging
Issues  Task Force  Number  95-3 (EITF  95-3),  RECOGNITION  OF  LIABILITIES  IN
CONNECTION  WITH A PURCHASE  BUSINESS  COMBINATION.  These costs are expensed as
incurred.  During fiscal 2002,  integration costs totaled $128.5 million.  These
costs  consisted  primarily of (i) $95.0 million  related to the premium for the
insurance  policy  acquired in conjunction  with the Avant!  merger,  (ii) $14.7
million  related to  write-downs  of Synopsys  facilities and property under the
management  approved  facility  exit plan for the  Avant!  merger,  (iii)  $10.0
million and $0.7 million related to severance  costs for Synopsys  employees who
were terminated and costs  associated  with transition  employees as a result of
the Avant! and inSilicon mergers, respectively, (iv) $1.3 million related to the
write-off of software licenses owned by Synopsys which were originally purchased
from Avant!,  (v) $3.7 million  goodwill  impairment  charge  related to a prior
Synopsys  acquisition  as a result of the  acquisition  of Avant!  and (vi) $1.2
million  and $1.9  million  of  other  expenses  including  travel  and  certain
professional fees for the Avant! and Co-Design mergers, respectively.

    IN-PROCESS  RESEARCH  AND  DEVELOPMENT.  The  following  paragraphs  contain
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934, including statements and assumptions  regarding percentage
of completion,  expected  product  release  dates,  dates for which we expect to
begin  generating  benefits from projects,  expected  product  capabilities  and
product  life  cycles,  costs and efforts to complete  projects,  growth  rates,
royalty  rates and  projected  revenue  and  expense  information  used by us to
calculate  discounted  cash  flows and  discount  rates.  These  forward-looking
statements  involve risks and uncertainties,  and the cautionary  statements set
forth below and in "FACTORS THAT MAY AFFECT FUTURE RESULTS"  identify  important
factors  that  could  cause  actual  results  to differ  materially  from  those
predicted in any such forward-looking statement.


                                       27



    Purchased  in-process  research and development  (IPRD) of $87.7 million and
$1.7 million in fiscal 2002 and 2000, respectively,  represents the write-off of
in-process technologies associated with our acquisitions of Avant! and inSilicon
in fiscal 2002 and Leda in fiscal 2000. There were no acquisitions during fiscal
2001. At the date of each  acquisition,  the projects  associated  with the IPRD
efforts had not yet  reached  technological  feasibility  and the  research  and
development  in process  had no  alternative  future  uses.  Accordingly,  these
amounts were charged to expense on the respective  acquisition  dates of each of
the acquired  companies.  Also see Note 3,  Business  Combinations,  of Notes to
Synopsys' Consolidated Financial Statements.

     VALUATION OF IPRD.  We use an  independent  third party  valuation  firm to
assist  us  valuing  the  tangible  and  intangible  assets  and the  in-process
technologies acquired in each of our business  combinations.  The value assigned
to acquired  in-process  technology is determined by identifying  products under
research in areas for which technological  feasibility had not been established.
The value of in-process  technology is then segmented into two  classifications:
(i)  developed   technology  -  completed  and  (ii)  in-process   technology  -
to-be-completed,  giving  explicit  consideration  to the value  created  by the
research and development  efforts of the acquired  business prior to the date of
acquisition  and to be created by Synopsys  after the  acquisition.  These value
creation efforts were estimated by considering the following major factors:  (i)
time-based data, (ii) cost-based data and (iii) complexity-based data.

    The value of the in-process  technology  was  determined  using a discounted
cash flow model similar to the income approach, focusing on the income-producing
capabilities of the in-process  technologies.  Under this approach, the value is
determined  by  estimating  the revenue  contribution  generated  by each of the
identified products within the classification  segments.  Revenue estimates were
based on (i) individual  product revenues,  (ii) anticipated growth rates, (iii)
anticipated product development and introduction  schedules,  (iv) product sales
cycles and (v) the estimated life of a product's underlying technology. From the
revenue  estimates,  operating  expense  estimates,  including  costs of  sales,
general and administrative, selling and marketing, income taxes and a use charge
for contributory  assets,  were deducted to arrive at operating income.  Revenue
growth  rates  were   estimated  by   management   for  each  product  and  gave
consideration  to relevant  market sizes and growth factors,  expected  industry
trends, the anticipated nature and timing of new product introductions by us and
our competitors, individual product sales cycles, and the estimated life of each
product's underlying  technology.  Operating expense estimates reflect Synopsys'
historical expense ratios.  Additionally,  these projects will require continued
research and development  after they have reached a state of  technological  and
commercial feasibility.  The resulting operating income stream was discounted to
reflect its present value at the date of the  acquisition.  These  estimates are
subject to change,  given the uncertainties of the development  process,  and no
assurance can be given that  deviations  from these  estimates will not occur or
that we will realize any anticipated benefits of the acquisition.

    The rate used to  discount  the net cash  flows  from  purchased  in-process
technology is our weighted  average cost of capital (WACC),  taking into account
our  required  rates  of  return  from  investments  in  various  areas  of  the
enterprise,   and  reflecting  the  inherent  uncertainties  in  future  revenue
estimates from technology investments including the uncertainty  surrounding the
successful development of the acquired in-process technology, the useful life of
such technology,  the profitability  levels of such technology,  if any, and the
uncertainty of technological advances, all of which are unknown at this time.

    AVANT!. The IPRD expense related to the Avant!  merger was $82.5 million. At
the date of the  Avant!  merger,  the  principal  in-process  technologies  were
identified based on the following Avant!  product  families:  Physical  Products
Division (PPD), Verification Products Division (VPD), Analysis Products Division
(APD),  Logical Products Division (LPD), MTB, Technology  Computer-Aided  Design
(TCAD) and  Analogy.  For  purposes of valuing the IPRD in  accordance  with the
methodology  discussed above, the following  estimates were used: revenue growth
ranging from 16% beginning in year two to 10% in year nine;  cost of sales -- 7%
of revenue in each year; general and administrative expenses -- 5% of revenue in
each year;  and sales and marketing -- 28% of revenue in each year. In addition,


                                       28



it was assumed there would be no expense reduction due to economic  synergies as
a result of the  acquisition.  The rate used to discount the net cash flows from
the purchased  in-process  technology was in the range of 27%. The  technologies
were  approximately  40% to 90% complete at the acquisition  date. The nature of
the efforts to complete  these  projects  related,  in varying  degrees,  to the
completion of all planning, designing,  prototyping,  verification,  and testing
activities  that are necessary to establish that the proposed  technologies  met
their  design  specifications,  including  functional,  technical,  and economic
performance  requirements.  Expenditures  to complete  the  acquired  in-process
technologies are expected to total approximately $17.5 million.

    INSILICON.  The IPRD expense  related to the inSilicon  acquisition was $5.2
million.  At  the  date  of  the  inSilicon  merger,  the  principal  in-process
technologies  were identified  based on the following  inSilicon  product lines:
Ethernet,  Joint Photographic Experts Group (JPEG), Java Technology,  Peripheral
Component  Interconnect  (PCI),  PCI-X and Universal  Serial Business (USB). For
purposes of valuing the IPRD in accordance with the methodology discussed above,
the following estimates were used: revenue growth ranging from 300% beginning in
year three for certain  products to revenue  decline of 50% in year ten; cost of
sales -- 8% of revenue in each year;  and  selling,  general and  administrative
expenses  - ranging  from 45% of  revenue  in year two to 30% of revenue in year
seven.  In addition,  it was assumed there would be no expense  reduction due to
economic  synergies as a result of the  acquisition.  The rates used to discount
the net cash flows from the purchased  in-process  technology  range from 26% to
36%. The technologies were  approximately 20% to 67% complete at the acquisition
date. The nature of the efforts to complete these projects  related,  in varying
degrees,   to  the   completion   of  all  planning,   designing,   prototyping,
verification,  and testing  activities  that are necessary to establish that the
proposed  technologies met their design  specifications,  including  functional,
technical, and economic performance  requirements.  Expenditures to complete the
acquired  in-process  technologies  are  expected  to total  approximately  $4.9
million.

    During  fiscal 2000,  we made an  acquisition  resulting  in aggregate  IPRD
charges of $1.7 million  which was not  individually  material to the results of
our  operations in the  respective  year. The fair value of the related IPRD was
determined in a manner substantially similar to that described above.

    The risks  associated with acquired  research and development are considered
high and no assurance can be made that these  products will generate any benefit
to us or meet market expectations.

     AMORTIZATION OF INTANGIBLE  ASSETS.  Goodwill  represents the excess of the
aggregate  purchase  price over the fair value of the tangible and  identifiable
intangible   assets  we  have  acquired.   Goodwill  for  our  pre-fiscal   2002
acquisitions  and intangible  assets are amortized over their  estimated  useful
lives of three to ten  years.  We  assess  the  recoverability  of  goodwill  by
estimating  whether the  unamortized  cost will be recovered  through  estimated
future  undiscounted  cash flows.  Amortization of intangible  assets charged to
operating expenses for fiscal 2002 increased 68% to $28.6 million as compared to
$17.0 million for fiscal 2001. The increase in amortization of intangible assets
charged to  operations  for fiscal 2002 as compared to fiscal 2001 is due to the
amortization  of  intangible  assets  acquired  in  the  Avant!,  inSilicon  and
Co-Design  mergers during the current year. The Financial  Accounting  Standards
Board  recently  issued  new  guidance  with  respect  to the  amortization  and
evaluation  of goodwill.  This new guidance is discussed  below under "EFFECT OF
NEW ACCOUNTING STANDARDS".

     In connection with the current year mergers, we also assumed unvested stock
options held by Avant!,  inSilicon  and  Co-Design  employees.  We have recorded
deferred stock compensation totaling $8.1 million, $1.7 million and $0.7 million
based on the intrinsic value of these assumed unvested stock options for Avant!,
inSilicon  and  Co-Design,  respectively.  The deferred  stock  compensation  is
amortized  over the  options'  remaining  vesting  period of one to three years.
During fiscal 2002, we recorded  amortization of deferred stock  compensation in
each of the following expense classifications in the statement of operations:

(IN THOUSANDS)
Cost of revenue                            $   207
Research and development                       499
Sales and marketing                            234
General and administrative                     582
                                           --------
Total                                      $ 1,522
                                           ========


                                       29



    Amortization of intangible  assets charged to operating  expenses for fiscal
2001 increased 13% to $17.0 million as compared to $15.1 million in fiscal 2000.
The increase in  amortization  of intangible  assets  charged to operations  for
fiscal  2001 as  compared  to fiscal  2000 is due to the  write-off  of  certain
technology  totaling  $1.8 million  acquired  from,  and goodwill  totaling $0.4
million related to, the acquisition of Eagle Design Automation, Inc. in 1997 and
to the  fact  that  the  goodwill  and  intangible  assets  related  to  certain
acquisitions  completed  during fiscal 2000 were  amortized for the full year of
fiscal 2001.

    We periodically evaluate our intangible assets for indications of impairment
whenever events or changes in circumstances indicate that the carrying value may
not  be  recoverable.  If  this  evaluation  indicates  that  the  value  of the
intangible asset may be impaired, an assessment of the recoverability of the net
carrying  value of the asset over its  remaining  useful  life is made.  If this
assessment indicates that the intangible asset is not recoverable,  based on the
estimated  undiscounted  future cash flows of the entity or technology  acquired
over the remaining  amortization  period,  the net carrying value of the related
intangible  asset will be reduced to fair value and the  remaining  amortization
period may be adjusted.  In fiscal 2002, we  recognized an aggregate  impairment
charge  of $3.8  million  to reduce  the  amount of  certain  intangible  assets
associated with prior acquisitions to their estimated fair value.  Approximately
$3.7  million  and  $0.1  million  are  included  in  integration   expense  and
amortization of intangible assets, respectively, on the statement of operations.
The impairment charge is primarily  attributable to certain technology  acquired
from, and goodwill related to, the acquisition of Stanza,  Inc. in 1999.  During
the fourth  quarter of fiscal  2002,  we  determined  that we would not allocate
future  resources to assist in the market growth of this  technology as products
acquired in the merger with Avant! provide customers with superior  capabilities
and we do not anticipate any future sales of the product.

    In fiscal 2001, we recognized an aggregate impairment charge of $2.2 million
to  reduce  the  amount of  certain  intangible  assets  associated  with  prior
acquisitions to their estimated fair value.  Approximately $1.8 million and $0.4
million are included in cost of revenues and amortization of intangible  assets,
respectively,   on  the  statement  of  operations.  The  impairment  charge  is
attributable to certain  technology  acquired from, and goodwill  related to the
acquisition of Eagle Design Automation,  Inc. in 1997. During the fourth quarter
of fiscal 2001, we  determined  that we would not allocate  future  resources to
assist in the market  growth of this  technology  and we do not  anticipate  any
future sales of the product.  There were no impairments of intangible  assets in
fiscal 2000.

     OTHER (EXPENSE) INCOME,  NET. Other expense,  net of other income is $208.6
million in fiscal 2002. The balance  consists  primarily of the  following:  (i)
$240.8  million  expense  due to the  settlement  of the Cadence  litigation  as
described under "Cadence  Litigation",  (ii) $11.3 million in impairment charges
related to certain  assets in our venture  portfolio,  (iii)  realized  gains on
investments  of $22.7 million,  (iv) a gain of $3.1 million for the  termination
fee on the IKOS  agreement,  (v) rental income of $10.0  million,  (vi) interest
income of $8.3  million  and (vii) and other  miscellaneous  expenses  including
amortization  of  premium   forwards  and  foreign  exchange  gains  and  losses
recognized during the fiscal year of $0.6 million.

     In fiscal 2001, other income,  net of other expense was $83.8 million.  The
balance consists primarily of the following:  (i) a gain of $10.6 million on the
sale  of our  silicon  libraries  business  to  Artisan  (ii)  $5.8  million  in
impairment  charges  related to certain assets in our venture  portfolio,  (iii)
realized  gains on  investments  of $55.3  million,  (iv) rental  income of $8.6
million,  (v) interest income of $12.8 million and (vi) and other  miscellaneous
expenses  including  amortization of premium forwards and foreign exchange gains
and losses recognized during the fiscal year of $2.3 million.

     In fiscal 2000, other income,  net of other expense was $40.8 million.  The
balance consists  primarily of the following:  (i) realized gains on investments
of $13.0  million,  (ii)  interest  income of $28.2  million and (iii) and other
miscellaneous  expenses  including  amortization of premium forwards and foreign
exchange gains and losses recognized during the fiscal year of $0.4 million.

    INTEREST  RATE RISK.  Our  exposure  to market  risk for changes in interest
rates relates  primarily to our short-term  investment  portfolio.  We place our
investments in a mix of tax-exempt and taxable instruments that meet high credit
quality standards, as specified in our investment policy. The policy also limits
the amount of credit  exposure to any one issue,  issuer and type of instrument.
We do not  anticipate  any material  losses due to this risk with respect to our
investment portfolio.


                                       30




     The   following   table   presents   the   carrying   value   and   related
weighted-average  total return for our investment portfolio.  The carrying value
approximates  fair value at October 31, 2002. In accordance  with our investment
policy,  the  weighted-average  duration  of our total  invested  funds does not
exceed one year.

Principal (Notional) Amounts in U.S. Dollars:
                                                                 WEIGHTED-
                                                                  AVERAGE
                                                                 AFTER TAX
                                              CARRYING AMOUNT      RETURN
                                              ----------------- -------------
                                               (IN THOUSANDS)
Short-term investments-- fixed rate           $     102,153           1.93%
Cash-equivalent investments-- variable rate           5,253           1.69
Money market funds-- variable rate                  178,282           1.34
                                              ----------------- -------------
    Total interest bearing instruments        $     285,688           1.56%
                                              ================= =============

    See Note 4, Financial Instruments, in the accompanying Notes to Consolidated
Financial  Statements for additional  information on investment  maturity dates,
long-term debt and equity price risk related to our long-term investments.

    FOREIGN  CURRENCY  RISK.  At the present  time,  we do not  generally  hedge
anticipated  foreign  currency  cash  flows  but hedge  only (i) those  currency
exposures  associated  with  certain  assets  and  liabilities   denominated  in
nonfunctional  currencies  and (ii)  forecasted  accounts  receivable  generally
associated with sales contracts with extended payment terms and accounts payable
denominated in  non-functional  currencies.  Hedging  activities  undertaken are
intended to offset the impact of currency  fluctuations on these  balances.  The
success of this activity  depends upon the accuracy of our estimates of balances
denominated in various  currencies and in  fluctuations  in foreign  currencies,
primarily  the Euro,  Japanese  yen,  Taiwan  dollar,  British  pound  sterling,
Canadian dollar, Singapore dollar, Korean won and Israeli shekel. At October 31,
2002, we had forward  contracts  for the sale and purchase of currencies  with a
notional value expressed in U.S. dollars of $305.1 million.  Looking forward, we
do not anticipate  any material  adverse  effect on our  consolidated  financial
position,  results of operations,  or cash flows resulting from the use of these
instruments.  There can be no assurance that these hedging  transactions will be
effective in the future.

    These  foreign   currency   contracts   contain  credit  risk  in  that  the
counterparty may be unable to meet the terms of the agreements.  We have limited
these  agreements to major  financial  institutions  to reduce such credit risk.
Furthermore,  we  monitor  the  potential  risk of loss  with any one  financial
institution.  We do not enter into forward  contracts for speculative  purposes.
The  realized  gain  (loss) on these  contracts  as they  matured  have not been
material to our consolidated  financial position,  results of operations or cash
flows.

    The  following  table  provides   information  about  our  foreign  currency
contracts at October 31, 2002. Due to the short-term  nature of these contracts,
the contract rates approximate the  weighted-average  currency exchange rates at
October 31, 2002. These forward  contracts  mature in approximately  thirty days
and contracts are  rolled-forward  on a monthly basis to match firmly  committed
transactions.

              Short-Term Forward Contracts to Sell and Buy Foreign
                           Currencies in U.S. Dollars

                                               USD AMOUNT      CONTRACT RATE
                                             ---------------- -----------------
                                             (IN THOUSANDS)
 Forward Net Contract Values:
     Euro                                       $250,272            1.0177
     Japanese yen                                 35,974          122.9000
     Taiwan dollar                                 4,508           34.7600
     British pound sterling                        1,856            0.6428
     Korean won                                    2,204         1229.0000
     Israeli shekel                                  651            4.8140
     Canadian dollar                               7,598            1.5636
     Singapore dollar                              2,084            1.7681
                                             ----------------
                                                $305,147
                                             ================



                                       31



    The  unrealized  gains of  approximately  $10.0  million on the  outstanding
forward  contracts at October 31, 2002 are presented  net of tax in  accumulated
other  comprehensive  income.  The realized gain/loss on these contracts as they
matured were not material to our  consolidated  financial  position,  results of
operations, or cash flows for the periods presented.

    TERMINATION  OF AGREEMENT TO ACQUIRE IKOS SYSTEMS,  INC. On July 2, 2001, we
entered into an Agreement and Plan of Merger and Reorganization (the IKOS Merger
Agreement) with IKOS Systems,  Inc. (IKOS).  The IKOS Merger Agreement  provided
for the acquisition of all outstanding shares of IKOS common stock by Synopsys.

    On December 7, 2001, Mentor Graphics  Corporation  (Mentor) commenced a cash
tender  offer to acquire all of the  outstanding  shares of IKOS common stock at
$11.00 per share, subject to certain conditions. On March 12, 2002, Synopsys and
IKOS executed a termination  agreement by which the parties  terminated the IKOS
Merger  Agreement  and  pursuant to which IKOS paid  Synopsys  the $5.5  million
termination fee required by the IKOS Merger Agreement.  This termination fee and
$2.4  million of  expenses  incurred in  conjunction  with the  acquisition  are
included in other income,  net on the  consolidated  statement of operations for
the year  ended  October  31,  2002.  Synopsys  subsequently  executed a revised
termination  agreement  with  Mentor  and IKOS in order to add Mentor as a party
thereto.

ACQUISITION OF AVANT! CORPORATION

    On June 6, 2002 (the closing date), we completed the merger with Avant!.

    REASONS FOR THE ACQUISITION. Our Board of Directors unanimously approved the
merger with Avant!  at its December 1, 2001  meeting.  In  approving  the merger
agreement, the Board of Directors consulted with legal and financial advisors as
well as with  management  and  considered  a number of  factors.  These  factors
include  the fact that the merger is  expected  to enable  Synopsys to offer its
customers a complete end-to-end solution for system-on-chip design that includes
Synopsys' logic synthesis and design  verification  tools with Avant!'s advanced
place and route,  physical  verification  and design  integrity  products,  thus
increasing  customers'  design  efficiencies.   By  increasing  customer  design
efficiencies,  Synopsys  expects  to be able to  better  compete  for  customers
designing the next generation of semiconductors.  Further,  by gaining access to
Avant!'s  physical  design  and  verification  products,  as well  as its  broad
customer base and relationships,  Synopsys will gain new opportunities to market
its existing products.  The foregoing  discussion of the information and factors
considered  by our Board of  Directors  is not  intended  to be  exhaustive  but
includes the material factors considered by our Board of Directors.

    PURCHASE PRICE.  Holders of Avant! common stock received 0.371 of a share of
Synopsys  common stock  (including  the  associated  preferred  stock rights) in
exchange  for each share of Avant!  common  stock owned as of the closing  date,
aggregating  14.5 million shares of Synopsys common stock. The fair value of the
Synopsys shares issued was based on a per share value of $54.74,  which is equal
to  Synopsys'  average  last  sale  price per share as  reported  on the  Nasdaq
National Market for the trading-day period two days before and after December 3,
2001, the date of the merger agreement.


                                       32



    The total purchase consideration consists of the following:

       (IN THOUSANDS)
       Fair value of Synopsys common stock issued              $    795,388
       Acquisition related costs                                     37,397
       Facilities closure costs                                      62,638
       Employee severance costs                                      51,014
       Fair value of options to purchase  Synopsys
         common stock issued,  less $8.1  million
         representing  the portion of the  intrinsic
         value of Avant!'s unvested options applicable to
         the remaining vesting period                               63,033
                                                              -----------------
                                                               $  1,009,470
                                                              =================

    The acquisition-related costs of $37.4 million consist primarily of banking,
legal and accounting  fees,  printing costs,  and other directly related charges
including contract termination costs of $6.3 million.

    Facilities  closure costs at the closing date include $54.2 million  related
to Avant!'s corporate headquarters. After the merger, the functions performed in
the buildings were consolidated into Synopsys' corporate facilities. The lessors
have brought a claim against  Avant!  for the future  amounts  payable under the
lease agreements.  The amount accrued at the closing date is equal to the future
amounts  payable  under  the  related  lease  agreements,  without  taking  into
consideration  in the  accrual any  defenses  the Company may have to the claim.
Resolution of this  contingency  at an amount  different  from that accrued will
result in an increase or decrease in the purchase  consideration  and the amount
will be allocated to goodwill.  Subsequent to October 31, 2002, Synopsys settled
all of the claims of the landlord of two of these  buildings  for $7.4  million.
The remaining facilities closure costs at the closing date totaling $8.4 million
represents the present value of the future obligations under certain of Avant!'s
lease agreements which the Company has or intends to terminate under an approved
facilities  exit plan plus  additional  costs  expected to be incurred  directly
related to vacating such facilities.

    Employee  severance costs include (i) $39.6 million in cash paid to Avant!'s
Chairman of the Board,  consisting of severance plus a cash payment equal to the
intrinsic value of his in-the-money stock options at the closing date, (ii) $5.1
million in cash severance payments paid to redundant employees  (primarily sales
and  corporate  infrastructure  personnel)  terminated  on or  subsequent to the
consummation  of the merger under an approved plan of termination and (iii) $6.3
million in termination  payments to certain  executives in accordance with their
respective  pre-merger  employment  agreements.   The  total  number  of  Avant!
employees terminated as a result of the merger was approximately 250.

    As of  October  31,  2002,  $89.7  million of costs  described  in the three
preceding  paragraphs  have been paid and $61.4  million of these costs have not
yet   been   paid.   The   following    table   presents   the   components   of
acquisition-related costs recorded, along with amounts paid during fiscal 2002.



                                                                                   PAYMENTS
                                                                                   THROUGH       BALANCE AT
                                        INITIAL                                  OCTOBER 31,    OCTOBER 31,
(IN THOUSANDS)                         TOTAL COST   ADDITIONS      SUBTOTAL          2002           2002
                                       ----------- ------------ --------------- --------------- -------------
                                                                                 
Acquisition related costs              $   37,342          $ 55      $37,397         $33,557    $    3,840
Facilities closure costs                   62,638            --       62,638           5,377        57,261
Employee severance costs                   50,367           647       51,014          50,724           290
                                       ----------- ------------ --------------- --------------- -------------
Total                                  $  150,347         $ 702      151,049         $89,658    $   61,391
                                       =========== ============ =============== =============== =============



     During the fourth  quarter of fiscal 2002,  additions were made to increase
the total acquisition  related costs including an increase to employee severance
costs totaling $0.6 million for actual amounts paid to such employees.



                                       33





    The total  purchase  consideration  has been  allocated  to the  assets  and
liabilities acquired,  including identifiable  intangible assets, based on their
respective fair values at the acquisition  date and resulting in excess purchase
consideration over the net tangible and identifiable  intangible assets acquired
of $369.5 million. The following unaudited condensed balance sheet data presents
the fair value of the assets and liabilities acquired (after certain adjustments
made during the fourth quarter to the preliminary  fair values of the assets and
liabilities acquired).

(IN THOUSANDS)
Assets acquired
   Cash, cash equivalents and short-term investments       $       241,313
   Accounts receivable                                              65,971
   Prepaid expenses and other current assets                        18,082
   Intangible assets                                               373,300
   Goodwill                                                        369,470
   Other assets                                                      3,875
                                                           ----------------
     Total assets acquired                                 $     1,072,011
                                                           ================

Liabilities acquired
   Accounts payable and accrued liabilities                $       173,998
   Deferred revenue                                                 30,080
   Income taxes payable                                             89,274
   Other liabilities                                                 4,651
                                                           ----------------
     Total liabilities acquired                            $       298,003
                                                           ================

    The initial  allocation of the purchase  price  included  certain assets and
liabilities that we recorded using preliminary  estimates of fair value.  During
the fourth  quarter of 2002,  the value  assigned  to Avant!'s  investment  in a
venture capital fund was reduced from the preliminary  value of $12.8 million to
$5.0  million  upon  obtaining  additional  information  on the  venture  fund's
non-public  investments  and subsequent sale of the investment to a third party.
The decrease in the fair value of the  investment  increased  the  consideration
allocated to goodwill by $7.8 million.  During the fourth  quarter of 2002,  the
Company also increased the value of the acquired customs and use-tax liabilities
by $2.5 million, resulting in a corresponding increase in goodwill.

     ASSET HELD FOR SALE. As a result of the merger,  Synopsys acquired Avant!'s
physical libraries  business,  and was obligated to offer and sell such business
to  Artisan  Components,  Inc.  under the terms of a  January  2001  non-compete
agreement,  under which we agreed not to engage, directly or indirectly,  in the
physical  libraries business before January 3, 2003. As of the closing date, the
value  allocated to the  acquired  libraries  business had been  recorded as net
assets  held for sale,  based on the  estimated  future  net cash flows from the
libraries  business in accordance with EITF 87-11,  ALLOCATION OF PURCHASE PRICE
TO ASSETS TO BE SOLD.  During the  fourth  quarter  of fiscal  2002,  management
determined  that the  libraries  business  would not be sold  and,  accordingly,
allocated the fair value of the libraries business as of the closing date to the
underlying  tangible assets and intangible  assets.  The fair value allocated to
the tangible and  intangible  assets was $8.3 million,  with the remaining  fair
value  allocated to goodwill.  This allocation is reflected in the balance sheet
as of October 31, 2002.



                                       34





    GOODWILL AND INTANGIBLE  ASSETS.  Goodwill,  representing  the excess of the
purchase  price  over the fair value of  tangible  and  identifiable  intangible
assets  acquired  in the  merger,  will not be  amortized,  consistent  with the
guidance in SFAS 142 as discussed  under  "Effect of New  Accounting  Standards"
below. The goodwill associated with the Avant! acquisition is not deductible for
tax purposes.  In addition, a portion of the purchase price was allocated to the
following identifiable intangible assets:

    INTANGIBLE ASSET                       (IN THOUSANDS)  ESTIMATED USEFUL LIFE
----------------------------------------- ---------------- ---------------------
    Core/developed technology               $   189,800    3 years
    Contract rights intangible                   51,700    3 years
    Customer installed base/relationship        102,900    6 years
    Trademarks and tradenames                    17,700    3 years
    Covenants not to compete                      9,100    The  life  of  the
                                                           related  agreement
                                                           (2 to 4 years)
    Customer backlog                              2,100    3 years
                                          ----------------
    Total                                   $   373,300
                                          ================

     CONTRACT RIGHTS  INTANGIBLE.  Avant! had executed signed license agreements
and delivered the initial  configuration of licensed  technologies under ratable
license arrangements and had executed signed contracts to provide PCS over a one
to three year period,  for which Avant! did not consider the fees to be fixed or
determinable  at the outset of the  arrangement.  There were no  receivables  or
deferred revenues recorded on Avant!'s  historical  financial  statements at the
closing date as the related  payments  were not yet due under  extended  payment
terms and deliveries are scheduled to occur over the terms of the  arrangements.
These ratable licenses and PCS arrangements  require future  performance by both
parties  and,  as such,  represent  executory  contracts.  The  contract  rights
intangible asset  associated with these  arrangements is being amortized to cost
of revenue over the related contract lives of three years.

     The amortization of intangible  assets,  with the exception of the contract
rights  intangible  and  core/developed  technology,  is included  in  operating
expenses in the  statement of  operations  for the fiscal year ended October 31,
2002.  Amortization of core/developed  technology and contract rights intangible
is included in cost of revenue.

     CADENCE  LITIGATION.  At the time of the acquisition of Avant!,  Avant! was
engaged in civil litigation with Cadence regarding alleged  misappropriation  of
trade secrets, among other things, by Avant! and certain individuals.

    In  connection  with the  merger,  Synopsys  entered  into a  policy  with a
subsidiary of American International Group, Inc., a AAA-rated insurance company,
whereby insurance was obtained for certain compensatory,  exemplary and punitive
damages,  penalties  and  fines  and  attorneys'  fees  arising  out of  pending
litigation  between Avant! and Cadence.  The policy did not provide coverage for
litigation other than the Avant!/Cadence litigation.

    We paid a total  premium  of $335  million  for the  policy,  of which  $240
million was  contingently  refundable.  The  balance of the premium  paid to the
insurer  ($95  million) is included  in  integration  expense for the year ended
October 31, 2002.  Under the policy the insurer is obligated to pay covered loss
up to a limit of liability  equaling (a) $500 million plus (b) interest accruing
at the fixed rate of 2%, compounded semi-annually, on $250 million (the interest
component),  as reduced by  previous  covered  losses.  Interest  earned on $250
million  is  included  in other  income,  net in the  post-merger  statement  of
operations.


                                       35



    On November 13,  2002,  Cadence and  Synopsys  reached a  settlement  of the
litigation.  Under the terms of the agreement, Cadence will be paid $265 million
in two  installments--$20  million  on  November  22,  2002 and $245  million on
December  16,  2002.  In  addition,  Cadence  and  Synopsys  have  entered  into
reciprocal licenses  arrangements covering the intellectual property at issue in
the litigation.  As a result of the payment,  Synopsys has recognized expense of
approximately  $240.8  million,  which is equal to the  contingently  refundable
portion of the insurance  premium plus interest accrued on the restricted asset.
This  expense is  included  in other  income and  expense  on the  statement  of
operations.

ACQUISITION OF CO-DESIGN

     On September 6, 2002, we completed the acquisition of Co-Design.

     REASONS FOR THE ACQUISITION. In approving the merger agreement,  management
considered a number of factors,  including (i) the acquisition will help promote
the  development  and  adoption of the Superlog  language,  which we believe can
increase designer  productivity;  (ii) the combination of Co-Design's technology
with our high-level  verification and design implementation tools is expected to
improve the  performance  of our software  products;  and (iii) the  acquisition
gives us access to Co-Design's highly-skilled employees who will help us improve
our existing  products and  facilitate  the  development  of new  products.  The
foregoing  discussion  of the  information  and factors  considered by Synopsys'
management  is not intended to be exhaustive  but includes the material  factors
considered.

     PURCHASE PRICE.  Holders of Co-Design  common stock received  consideration
consisting of cash and notes  totaling  $32.7 million in exchange for all shares
of  Co-Design  common  stock  owned as of the merger  date.  The total  purchase
consideration consists of the following:

        (IN THOUSANDS)
        Cash paid and notes issued of $2.9 million
          for Co-Design common stock                                 $    32,651
        Acquisition related costs                                          1,038
        Fair value of options to purchase  Synopsys common
          stock issued,  less $0.7  million  representing  the
          portion of the  intrinsic  value of Co-Design's
          unvested  options  applicable to the remaining
          vesting period                                                     593
                                                               -----------------
                                                                     $    34,282
                                                               =================

    The   acquisition-related   costs  of  approximately  $1.0  million  consist
primarily of legal and  accounting  fees. As of October 31, 2002,  substantially
all of these acquisition-related costs have been paid.

     Total  consideration  for the  acquisition  and services  provided has been
allocated  to the total  assets  acquired  of $8.8  million,  total  liabilities
assumed  of  $5.3  million  and  notes  payable  of  $4.8   million,   including
identifiable  intangible  assets,  based on their  respective fair values at the
acquisition  date. The identifiable  intangible assets consist of core/developed
technology  totaling  $6.2 million  which is being  amortized  over an estimated
useful life of 10 years due to the fact that this  technology  is  essentially a
programming language.  The $4.8 million of notes are payable to former Co-Design
shareholders  in 2007 of which $1.9  million has been  included  in  integration
expense for  services  performed  in the  statement  of  operations.  If certain
milestones are met, the notes may be prepaid in fiscal 2004 and upon prepayment,
an additional  interest  component  totaling  approximately $1.0 million is also
payable.  The total purchase  consideration has been allocated to the assets and
liabilities acquired,  including identifiable  intangible assets, based on their
respective fair values at the  acquisition  date and resulted in excess purchase
consideration over the net tangible and identifiable  intangible assets acquired
of $27.7 million.


                                       36



ACQUISITION OF INSILICON

     On September 20, 2002, we completed the acquisition of inSilicon.

     REASONS FOR THE ACQUISITION. In approving the merger agreement,  management
considered  a  number  of  factors,   including  the  complementary   nature  of
inSilicon's   portfolio  of  intellectual  property  blocks  and  Synopsys'  own
portfolio;  the fact that inSilicon had  established a per-use license model for
its IP products,  which would accelerate  Synopsys'  adoption of a per-use model
for its new and development-stage IP, inSilicon's relationships with chip design
teams,  inSilicon's  positive  reputation  as a vendor  of  high-quality  IP and
inSilicon's  highly-skilled  employee  base.  The  foregoing  discussion  of the
information  and factors  considered  by our  management  is not  intended to be
exhaustive but includes the material factors considered.

     PURCHASE  PRICE.  Holders  of  inSilicon  common  stock  received  $4.05 in
exchange for each share of  inSilicon  common stock owned as of the merger date,
or approximately $65.4 million. The total purchase consideration consists of the
following:

        (IN THOUSANDS)
        Cash paid for inSilicon common stock                         $    65,386
        Acquisition related costs                                          6,221
        Fair value of options to purchase  Synopsys  common
          stock  issued, less $1.7  million  representing
          the  portion of the  intrinsic value  of  inSilicon's
          unvested  options   applicable  to  the remaining
          vesting period                                                   2,975
                                                               -----------------
                                                                     $    74,582
                                                               =================

    The acquisition-related costs of $6.2 million consist primarily of legal and
accounting fees of $1.8 million,  and other directly  related charges  including
contract   termination  costs  of  $3.3  million,  and  restructuring  costs  of
approximately   $0.8  million.   As  of  October  31,  2002,   $3.4  million  of
acquisition-related  costs have been paid.  Of the balance  remaining at October
31, 2002, $2.2 million represents outstanding contract termination costs.

    The total  purchase  consideration  has been  allocated  to the  assets  and
liabilities acquired,  including identifiable  intangible assets, based on their
respective fair values at the acquisition  date,  resulting in goodwill of $22.2
million.  The following unaudited condensed balance sheet data presents the fair
value of the assets and liabilities acquired.

(IN THOUSANDS)
Assets acquired
   Cash, cash equivalents and short-term investments          $   24,908
   Accounts receivable                                             2,428
   Prepaid expenses and other current assets                       7,463
   Core/developed technology                                      15,100
   Customer backlog                                                1,200
   Goodwill                                                       22,160
   Other assets                                                    1,290
                                                           ----------------
     Total assets acquired                                    $   74,549
                                                           ================

Liabilities acquired
   Accounts payable and accrued liabilities                  $     8,242
   Deferred revenue                                                1,137
   Income taxes payable                                              463
   Other liabilities                                               1,736
                                                           ----------------
     Total liabilities acquired                               $   11,578
                                                           ================

     GOODWILL AND INTANGIBLE  ASSETS.  Goodwill,  representing the excess of the
purchase  consideration  over  the  fair  value  of  tangible  and  identifiable
intangible assets acquired in the merger will not be amortized,  consistent with
the guidance in SFAS 142 as discussed under "Effect of New Accounting Standards"
below. The goodwill associated with the inSilicon  acquisition is not deductible
for tax purposes.


                                       37



     inSilicon had executed signed contracts with five of its major customers to
provide IP licenses,  including  significant  modifications to the IP license in
order to meet unique  customer  requirements.  The value  associated  with these
contracts was determined by quantifying the projected cash flow related to these
contracts,  discounted to present value,  and is recorded as customer backlog in
intangible assets in the consolidated balance sheets.

     Intangible assets are being amortized over their estimated useful life of 3
years. The  amortization of intangible  assets is included in cost of revenue in
the statement of operations for the fiscal year ended October 31, 2002.

     UNAUDITED PRO FORMA RESULTS OF OPERATIONS. The following table presents pro
forma results of operations and gives effect to the Avant! and inSilicon mergers
as if the mergers were  consummated on November 1, 2000. The unaudited pro forma
results  of  operations  are  not  necessarily  indicative  of  the  results  of
operations  had the  Avant!  and  inSilicon  mergers  actually  occurred  at the
beginning of fiscal 2001, nor is it necessarily  indicative of future  operating
results:

                                                      YEAR ENDED OCTOBER 31,
                                               ---------------------------------
                                                      2002             2001
                                               ----------------- ---------------
                                                 (IN THOUSANDS, EXCEPT PER SHARE
                                                             AMOUNTS)
        Revenues                                  $  1,186,916      $  1,100,249
        Net income                                $    117,494      $     78,909

        Basic earnings per share                  $       1.56      $       1.05
        Weighted average common shares
         outstanding                                    75,311            75,131
        Diluted earnings per share                $       1.49      $       0.98
        Weighted average common shares
         and dilutive stock options outstanding         78,656            80,180

    The  unaudited  pro forma  results  of  operations  for each of the  periods
presented  exclude  non-recurring  merger costs of $335.8 million for the Avant!
insurance  policy  premium,  $82.5  million for IPRD  resulting  from the Avant!
merger,  $5.2 million for IPRD  resulting  from the  inSilicon  merger and $21.0
million and $268.1  million for Avant!'s  pre-merger  litigation  settlement and
other  related  costs  incurred  in fiscal  2002 and 2001,  respectively.  These
expenses are included in the historical consolidated statement of operations.

    PRIOR YEAR BUSINESS  COMBINATIONS AND  DIVESTITURES.  On January 4, 2001, we
sold the assets of our silicon libraries  business to Artisan  Components,  Inc.
for a total sales price of $15.5  million,  including  common  stock with a fair
value on the date of sale of $11.4  million,  and cash of $4.1 million.  The net
book value of the assets sold was $1.4 million.  Expenses incurred in connection
with the sale were $3.5 million.  We recorded a gain on the sale of the business
of $10.6 million, which is included in other income, net in 2001. Direct revenue
for the silicon  libraries  business  was $0.2  million and $4.3 million for the
fiscal years 2001 and 2000, respectively.

    There were no business combinations completed in fiscal 2001.

    In fiscal 2000, we acquired (i) VirSim, a software  product,  from Innoveda,
Inc.,  for a purchase  price of  approximately  $7.0  million in cash,  (ii) The
Silicon Group,  Inc., a privately held provider of integrated circuit design and
intellectual  property  integration  services,  for a  purchase  price  of  $3.0
million,  including cash payments of $1.8 million and a reserve of approximately
34,000  shares of common  stock for  issuance  under The Silicon  Group's  stock
option plan which was assumed in the transaction, and (iii) Leda, S.A. (Leda), a
privately  held provider of RTL  coding-style-checkers,  for a purchase price of

$7.7  million,  including  cash  payments of $7.5  million.  Approximately  $1.7
million of the Leda  purchase  price was  allocated to  in-process  research and
development  and charged to operations  because the acquired  technology had not
reached  technological  feasibility  and had no  alternative  uses. The purchase
price of each of these  transactions  was  allocated to the acquired  assets and
liabilities  based  on  their  estimated  fair  values  as of  the  date  of the
respective acquisition. Amounts allocated to developed technology, workforce and
goodwill have been amortized on a straight-line  basis over periods ranging from
three to five  years.  Effective  November 1, 2002,  goodwill  will no longer be
amortized in  accordance  with SFAS 142 as discussed  below under "Effect of New
Accounting Standards".


                                       38



SUBSEQUENT EVENTS

     RENEWAL  OF STOCK  REPURCHASE  PROGRAM.  In  December  2002,  our  Board of
Directors renewed our stock repurchase program originally approved in July 2001.
Under the renewed program, we may repurchase Synopsys common stock with a market
value up to $500 million (not including amounts purchased to date under the July
2001 program on the open market).  Common shares  repurchased are intended to be
used for ongoing stock issuances, such as for existing employee stock option and
stock purchase plans and acquisitions.

     PROPOSED ACQUISITION OF NUMERICAL  TECHNOLOGIES,  INC. On January 13, 2003,
we entered into an  Agreement  and Plan of Merger with  Numerical  Technologies,
Inc.  (Numerical) under which we commenced a cash tender offer to acquire all of
the outstanding shares of Numerical common stock at $7.00 per share, followed by
a second-step  merger in which we would acquire any untendered  Numerical shares
at the same price per  share.  The total  transaction  value is  expected  to be
approximately $250 million. Following the consummation of the cash tender offer,
Numerical  will merge with and into a wholly owned  subsidiary of Synopsys.  The
acquisition is subject to certain conditions, including the tender of a majority
of  the  fully  diluted  shares  of  Numerical,   compliance   with   regulatory
requirements and customary closing conditions.

     WORKFORCE   REDUCTION.   During  the  first  quarter  of  fiscal  2003,  we
implemented  a  workforce  reduction.  The  purpose  was to reduce  expenses  by
decreasing  the number of employees in all  departments  in domestic and foreign
locations. As a result, we expect to record a charge of between $4.8 million and
$5.3 million  during the first  quarter of fiscal 2003.  The charge  consists of
severance and other special termination benefits.


EFFECT OF NEW ACCOUNTING STANDARDS

    In July  2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statements  of Financial  Accounting  Standards No. 141,  BUSINESS  COMBINATIONS
(SFAS 141),  and  Financial  Accounting  Standards  No. 142,  GOODWILL AND OTHER
INTANGIBLE  ASSETS  (SFAS 142).  SFAS 141 requires  that the purchase  method of
accounting be used for all business  combinations  initiated after June 30, 2001
and specifies criteria  intangible assets acquired in a purchase method business
combination  must meet to be recognized  apart from goodwill.  SFAS 142 requires
that goodwill and intangible  assets with  indefinite  useful lives no longer be
amortized,  but instead be tested for impairment at least annually in accordance
with the provisions of SFAS 142.

    We adopted SFAS 142 on November 1, 2002. As of October 31, 2002, unamortized
goodwill is $434.6 million,  which will no longer be amortized subsequent to the
adoption of SFAS 142.  Related  goodwill  amortization  expense for fiscal 2002,
2001 and 2000 is $16.2 million, $17.0 million and $15.1 million, respectively.

    We  adopted  the  provisions  of SFAS 141 on July 1,  2001.  Under SFAS 141,
goodwill  and  intangible  assets with  indefinite  useful  lives  acquired in a
purchase business combination completed after June 30, 2001, but before SFAS 142
is  adopted,  will  not be  amortized  but will  continue  to be  evaluated  for
impairment in accordance with SFAS 121.  Goodwill and intangible assets acquired
in  business  combinations  completed  before  July 1, 2001 will  continue to be
amortized  and tested for  impairment  in  accordance  with  current  accounting
guidance until the date of adoption of SFAS 142.

    Upon adoption of SFAS 142, we must evaluate our existing  intangible  assets
and goodwill acquired in purchase business  combinations  prior to July 1, 2001,
and make any  necessary  reclassifications  in  order  to  conform  with the new
criteria in SFAS 141 for recognition apart from goodwill.  Upon adoption of SFAS
142, we have assessed useful lives and residual values of all intangible  assets
acquired.  We have also tested  goodwill for  impairment in accordance  with the
provisions  of  SFAS  142.  In  completing  our  impairment  analysis,  we  have
determined  that we have  one  reporting  unit as the  company  operates  in one
reportable  segment.  In conjunction with the implementation of SFAS No. 142, we
have completed a goodwill  impairment  review as of the beginning of fiscal 2003
and found no impairment.  This impairment  review was based on the fair value of
the Company as determined by its market capitalization.

                                       39



    In July 2001, the FASB issued  Statement of Financial  Accounting  Standards
No. 143,  ACCOUNTING  FOR ASSET  RETIREMENT  OBLIGATIONS  (SFAS  143).  SFAS 143
requires  that  asset  retirement   obligations   that  are  identifiable   upon
acquisition,  construction  or  development  and during the operating  life of a
long-lived  asset be  recorded as a  liability  using the  present  value of the
estimated cash flows. A corresponding amount would be capitalized as part of the
asset's  carrying  amount and amortized to expense over the asset's useful life.
We are required to adopt the provisions of SFAS 143 effective  November 1, 2002.
The  adoption of SFAS 143 will not have a  significant  impact on our  financial
position and results of operations.

    In August 2001, the FASB issued Statement of Financial  Accounting Standards
No. 144,  ACCOUNTING FOR THE  IMPAIRMENT OR DISPOSAL OF LONG-LIVED  ASSETS (SFAS
144), which addresses  financial  accounting and reporting for the impairment or
disposal of long-lived  assets and supersedes  SFAS No. 121,  ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and
the  accounting  and reporting  provisions of APB Opinion No. 30,  REPORTING THE
RESULTS OF OPERATIONS FOR A DISPOSAL OF A SEGMENT OF A BUSINESS. We are required
to adopt the provisions of SFAS 144 no later than November 1, 2002. The adoption
of SFAS 144 will not have a  significant  impact on our  financial  position and
results of operations.

    In July 2002, the FASB issued  Statement of Financial  Accounting  Standards
No.  146  (SFAS  146),  ACCOUNTING  FOR EXIT OR  DISPOSAL  ACTIVITIES.  SFAS 146
addresses  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated  with  exit and  disposal  activities,  including  costs  related  to
terminating a contract that is not a capital lease and termination benefits that
employees who are involuntarily terminated receive under the terms of a one-time
benefit  arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation  contract.  SFAS 146 supersedes Emerging Issues Task Force
Issue No. 94-3, LIABILITY  RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS
AND OTHER  COSTS TO EXIT AN  ACTIVITY  (INCLUDING  CERTAIN  COSTS  INCURRED IN A
RESTRUCTURING)  and  requires  liabilities  associated  with  exit and  disposal
activities  to be expensed as incurred.  SFAS 146 will be effective  for exit or
disposal  activities  of ours that are  initiated  after  December 31, 2002.  We
believe that the adoption of SFAS 146 will not have a significant  impact on our
financial position and results of operations.

    In  December  2002,  the  FASB  issued  Statement  of  Financial  Accounting
Standards  No.  148  (SFAS  148),  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION  -
TRANSITION  AND  DISCLOSURE.  SFAS 148 amends FASB Statement No. 123 (SFAS 123),
ACCOUNTING  FOR  STOCK-BASED  Compensation,  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for  stock-based  employee  compensation.  In  addition,  SFAS  148  amends  the
disclosure  requirements  of SFAS 123 to require  prominent  disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  The transition  guidance and annual disclosure  provisions of SFAS 148
are  effective  for fiscal  years ending  after  December 15, 2002.  The interim
disclosure  provisions are effective for financial reports containing  financial
statements  for interim  periods  beginning  after  December  15,  2002.  We are
currently  evaluating  the  impact  of  adoption  of SFAS  148 on our  financial
position and results of operations.

    In November  2002,  the EITF  reached a consensus  on Issue No.  00-21 (EITF
00-21),  REVENUE ARRANGEMENTS WITH MULTIPLE  DELIVERABLES.  EITF 00-21 addresses
certain aspects of the accounting by a vendor for  arrangements  under which the
vendor will perform multiple revenue generating  activities.  EITF 00-21 will be
effective for fiscal years  beginning  after June 15, 2003. We do not expect the
adoption of EITF 00-21 to have a material  impact on our financial  position and
results of operations.

    In  November  2002,  the FASB  Interpretation  No. 45  (Interpretation  45),
GUARANTOR'S  ACCOUNTING AND DISCLOSURE  REQUIREMENTS  FOR GUARANTEES,  INCLUDING
INDIRECT  GUARANTEES OF INDEBTEDNESS OF OTHERS,  which clarifies  disclosure and
recognition/measurement   requirements   related  to  certain  guarantees.   The
disclosure  requirements  are effective for  financial  statements  issued after
December 15, 2002 and the recognition/measurement  requirements are effective on
a prospective  basis for guarantees  issued or modified after December 31, 2002.
We are currently  evaluating the impact of adoption of  Interpretation 45 on our
financial position and results of operations.

                                       40



LIQUIDITY AND CAPITAL RESOURCES

    Cash,  cash  equivalents and short-term  investments  were $414.7 million at
October 31, 2002, a decrease of $61.7  million,  or 13%, from $476.4  million at
October 31,  2001.  Cash used in  operating  activities  was $181.0  million for
fiscal 2002 compared to cash provided by operating  activities of $295.5 million
in fiscal 2001.  The  decrease in cash flows from  operating  activities  is due
primarily to the insurance  premium payments  totaling $335.8 million related to
the Avant!  acquisition and payments for income taxes and other liabilities made
during the year.

    Cash  provided by  investing  activities  was $275.7  million in fiscal 2002
compared to $61.8 million provided by investing  activities  during fiscal 2001.
The increase of $213.9 million in 2002 in cash provided by investing  activities
is due  primarily  to the cash  acquired in the 2002  acquisitions,  net of cash
received,  of $168.3 million. Net proceeds from the sale of short- and long-term
investments  totaled  $157.8 million for fiscal 2002 as compared to net proceeds
of  investments  of $141.5  million for fiscal 2001.  The cash received from the
sales of investments  during fiscal 2002 was primarily used to purchase treasury
stock. Capital expenditures totaled $48.8 million during fiscal 2002 compared to
$82.5  million in fiscal 2001.  During fiscal 2001, we invested in fixed assets,
primarily  related  to  construction  of our  Oregon  facilities  and  computing
equipment  to  upgrade  our  internal  engineering  and  enterprise  application
systems.

    We used  $51.8  million in net cash for  financing  activities  during  2002
compared to $232.7 in fiscal  2001.  The primary  financing  uses of cash during
2002 were the  repurchase  of 3.9 million  shares of common  stock at an average
price of $44.20 per share.  Financing  proceeds from the sale of shares pursuant
to our employee stock plans during fiscal 2002 were $119.9  million  compared to
$105.4 million during fiscal 2001.

    Accounts  receivable  increased $60.9 million,  or 41%, to $207.2 million at
October  31, 2002 from  $146.3  million at October  31, 2001  largely due to the
Avant! merger. Days sales outstanding, which is calculated based on revenues for
the most recent  quarter and accounts  receivable  as of the balance  sheet date
decreased  to 61 days as of October 31,  2002 from 73 days at October 31,  2001.
The  decrease  in days sales  outstanding  is due in part to the timing of large
cash collections realized during the fourth quarter of fiscal 2002.

    We believe that our current cash, cash equivalents,  short-term  investments
and cash generated from operations will satisfy our business requirements for at
least the next twelve months.

STOCK OPTION PLANS

    Under our 1992  Stock  Option  Plan (the 1992  Plan),  19,475,508  shares of
common stock have been  authorized for issuance.  Pursuant to the 1992 Plan, the
Board of Directors may grant either incentive or non-qualified  stock options to
purchase shares of common stock to eligible individuals at not less than 100% of
the fair market value of those shares on the grant date. Stock options generally
vest over a period of four years and expire ten years from the date of grant. As
of October 31, 2002,  6,114,514  stock options remain  outstanding and 3,523,486
shares of common stock are reserved for future grants under the 1992 Plan.


                                       41



    Under our Non-Statutory Stock Option Plan (the 1998 Plan), 26,623,534 shares
of common stock have been  authorized  for issuance.  Pursuant to the 1998 Plan,
the Board of  Directors  may grant  non-qualified  stock  options to  employees,
excluding executive officers.  Exercisability,  option price and other terms are
determined  by the Board of  Directors,  but the option  price shall not be less
than 100% of the fair market value of the stock at the grant date. Stock options
generally vest over a period of four years and expire ten years from the date of
grant.  At October 31, 2002,  18,832,666  stock options remain  outstanding  and
4,817,722 shares of common stock were reserved for future grants.

    Under our 1994  Non-Employee  Directors  Stock  Option  Plan (the  Directors
Plan),  a total of  750,000  shares  have  been  authorized  for  issuance.  The
Directors Plan provides for automatic grants to each non-employee  member of the
Board of Directors upon initial appointment or election to the Board, reelection
and for annual  service on Board  committees.  Stock  options are granted at not
less than 100% of the fair market value of those shares on the grant date. Stock
options granted upon  appointment or election to the Board vest 25% annually but
may be exercised immediately. Stock options granted upon reelection to the Board
and for committee service vest 100% after the first year of continuous  service.
As of October 31, 2002,  515,580 stock  options  remain  outstanding  and 71,839
shares of common stock were reserved for future grants.

    We  have  assumed   certain   option  plans  in  connection   with  business
combinations.  Generally,  these options were granted under terms similar to the
terms of our stock  option  plans at prices  adjusted  to reflect  the  relative
exchange  ratios.  All assumed  plans were  terminated  as to future grants upon
completion of each of the business combinations.

    We monitor  dilution  related to our option  program by comparing net option
grants  in a given  year to the  number  of  shares  outstanding.  The  dilution
percentage is  calculated as the new option grants for the year,  net of options
forfeited by employees  leaving the  Company,  divided by the total  outstanding
shares at the end of the year.  The option  dilution  percentages  were 3.4% and
6.3% for fiscal  2002 and 2001,  respectively.  We also have a share  repurchase
program  where we  regularly  repurchase  shares  from the open market to offset
dilution related to our option program.

    A summary of the  distribution  and dilutive effect of options granted is as
follows:

                                                          YEAR ENDED OCTOBER 31,
                                                          ----------------------
                                                             2002        2001
                                                            -------     ------
   Net grants during the period as
      percentage of outstanding shares                        3.4%       6.3%
   Grants to Named Executive Officers during
      the period as percentage of  total options granted      9.3%       5.1%
   Grants to Named Executive Officers during the period
      as percentage of outstanding shares                     0.5%       0.5%

   Total outstanding options held by Named Executive
      Officers as percentage of total options outstanding    13.7%      13.6%


                                       42



    A summary of our stock option activity and related weighted-average exercise
prices for fiscal 2002 is as follows:




                                                              OPTIONS OUTSTANDING
                                                        ------------------------------
                                                                                    WEIGHTED-
                                                     SHARES                          AVERAGE
                                                  AVAILABLE FOR       NUMBER        EXERCISE
                                                     OPTIONS         OF SHARES        PRICE
                                                ------------------ -------------- ---------------
                                                     (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                        
       Balance at October 31, 2001                      8,209          25,920     $    40.10
         Grants                                        (4,081)          4,081     $    47.88
         Options assumed in acquisitions                   --           2,511     $    37.16
         Exercises                                         --          (2,851)    $    34.43
         Cancellations                                  1,585          (1,681)    $    42.93
         Additional shares reserved                     2,700              --             --
                                                ------------------ --------------
       Balance at October 31, 2002                      8,413          27,980     $    41.40
                                                ================== ============= ===============



    As of October 31,  2002, a total of 19.5  million,  26.6 million and 750,000
shares were  reserved for issuance  under our 1992,  1998 and  Directors  Plans,
respectively,  of which 8.4 million shares were available for future grants. For
additional  information  regarding our stock option activity during fiscal 2001,
please see Note 6 of Notes to Consolidated Financial Statements.

    A summary of  outstanding  in-the-money  and  out-of-the-money  options  and
related weighted-average exercise prices as of October 31, 2002 is as follows:




                                           EXERCISABLE(2)         UNEXERCISABLE              TOTAL
                                      ----------------------- ---------------------- ---------------------
                                                   WEIGHTED-              WEIGHTED-             WEIGHTED-
                                                    AVERAGE                AVERAGE               AVERAGE
                                                   EXERCISE                EXERCISE             EXERCISE
                                         SHARES      PRICE       SHARES     PRICE      SHARES     PRICE
                                      --------------------------------------------------------------------
                                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                             
In-the-Money                              9,061   $   33.37       5,825   $   33.56    14,886   $   33.45
Out-of-the-Money (1)                      6,034   $   50.97       7,060   $   49.97    13,094   $   50.43
                                      -----------             -----------            ----------
Total Options Outstanding                15,095   $   40.41      12,885   $   42.56    27,980   $   41.40
                                      ===========             ===========            ==========



       (1)Out-of-the-money  options are those  options  with an  exercise  price
          equal to or above the closing price of $39.64 on November 1, 2002, the
          last trading day of the fiscal year.
       (2)Exercisable  shares  represent  those  options  that have  vested  and
          exclude  135,000  options  granted to Directors  that are  exercisable
          prior to the vesting date.



                                       43




    The following  table sets forth  further  information  regarding  individual
grants of options during fiscal 2002 for each of the Named Executive Officers.



                                                                                           POTENTIAL REALIZABLE
                                                                                          VALUE AT ASSUMED ANNUAL
                                                                                           RATES OF STOCK PRICE
                                                                                          APPRECIATION FOR OPTION
                              INDIVIDUAL GRANTS                                                    TERM ($)
                    --------------------------------                                     --------------------------
                       NUMBER OF       PERCENT OF
                       SECURITIES         TOTAL          RANGE OF
                      UNDER-LYING        OPTIONS     EXERCISE PRICES
       NAME             OPTIONS        GRANTED TO       ($/SHARE)      EXPIRATION DATE       5%           10%
                      GRANTED (1)     EMPLOYEES (2)
------------------- ----------------- -------------- ----------------- ----------------- ----------- ------------
                                                                                   
Aart J. de Geus         106,500          2.69%        $44.56-- $56.17  12/17/11--8/27/12  $3,533,394  $8,954,315

Chi-Foon Chan            91,700          2.32%        $44.56-- $56.17  12/17/11--8/27/12  $3,028,417  $7,674,603

Vicki L. Andrews         72,900          1.84%        $44.56-- $56.17  12/17/11--8/27/12  $2,417,345  $6,126,027

Robert B. Henske         73,300          1.85%        $44.56-- $56.17  12/17/11--8/27/12  $2,429,772  $6,157,520

Steven K. Shevick        25,300          0.64%        $44.56-- $56.17  12/17/11--8/27/12  $  825,997  $2,093,239




       (1)Sum of all option  grants made during the fiscal year to such  person.
          Options become exercisable ratably in a series of monthly installments
          over a  four-year  period  from the  grant  date,  assuming  continued
          service  to   Synopsys,   subject  to   acceleration   under   certain
          circumstances  involving a change in control of Synopsys.  Each option
          has a maximum term of 10 years,  subject to earlier  termination  upon
          the optionee's cessation of service.
       (2)Based on total of  3,960,661  shares  subject  to  options  granted to
          employees under Synopsys' option plans during fiscal 2002.


    The following table provides the specified information  concerning exercises
of options to purchase  our common  stock and the value of  unexercised  options
held by our Named Executive Officers at October 31, 2002:




                            SHARES                       NUMBER OF SECURITIES         VALUE OF IN-THE-MONEY
                         ACQUIRED ON       VALUE        UNDERLYING UNEXERCISED              OPTIONS AT
         NAME              EXERCISE     REALIZED (1)  OPTIONS AT OCTOBER 31, 2002       OCTOBER 31, 2002 (2)
                                                       EXERCISABLE/UNEXERCISABLE     EXERCISABLE/UNEXERCISABLE
----------------------- --------------- ------------- ---------------------------- -----------------------------
                                                                               
 Aart J. de Geus                --               --    1,281,094      447,606      $ 4,659,659    $ 1,236,025
 Chi-Foon Chan                  --               --      810,462      377,438      $ 1,919,835    $   945,044
 Vicki L. Andrews           50,000      $   962,700       93,908      172,658      $   138,782    $   389,438
 Robert B. Henske               --               --      236,633      237,167      $   607,275    $   467,825
 Steven K. Shevick           5,000      $   132,725      109,082       73,218      $   349,036    $   163,144



       (1)Market value at exercise less exercise price.
       (2)Market value of underlying securities on November 1, 2002 ($39.64)
          minus the exercise price.




                                       44



    The following table provides information regarding equity compensation plans
approved  and not  approved  by  security  holders  as of October  31,  2002 (in
thousands, except price per share amounts):




                                                                                       NUMBER OF SECURITIES
                                                 NUMBER OF                              REMAINING AVAILABLE
                                              SECURITIES TO BE     WEIGHTED-AVERAGE     FOR FUTURE ISSUANCE
                                                ISSUED UPON       EXERCISE PRICE OF        UNDER EQUITY
                                                EXERCISE OF          OUTSTANDING        COMPENSATION PLANS
                                                OUTSTANDING            OPTIONS,        (EXCLUDING SECURITIES
                                             OPTIONS, WARRANTS,     WARRANTS, AND       REFLECTED IN COLUMN
                                                 AND RIGHTS             RIGHTS                 (A))
               PLAN CATEGORY                        (A)                  (B)                    (C)
  ----------------------------------------- --------------------- ------------------- ------------------------
                                                                            
  Employee Equity Compensation Plans
    Approved by Stockholders (1992 Stock
    Option Plan)                                6,114,514             $  39.76               3,523,486
  Employee Equity Compensation Plans Not
    Approved by Stockholders (1998
    Non-Statutory Stock Option Plan)           18,832,666             $  42.64               4,817,722
                                            ---------------------                     ------------------------
  Total                                        24,947,180 (1)(2)      $  41.94               8,341,208 (2)
                                            =====================                     ========================



(1)       Does not include  information  for options  assumed in connection with
          mergers and acquisitions. As of October 31, 2002, a total of 2,516,779
          shares  of our  common  stock  were  issuable  upon  exercise  of such
          outstanding options.
(2)       Does not include  information for options under the Directors Plan. As
          of October 31,  2002,  a total of 515,580  shares of our common  stock
          were  issuable upon  exercise of such  outstanding  options and 71,839
          were available for future issuance.



FACTORS THAT MAY AFFECT FUTURE RESULTS

     WEAKNESS IN THE  SEMICONDUCTOR  AND  ELECTRONICS  BUSINESSES MAY NEGATIVELY
IMPACT SYNOPSYS'  BUSINESS.  Synopsys' business depends on the semiconductor and
electronics industries. During 2001 and 2002, these industries experienced steep
declines in orders and revenue.  In February  2002,  for example,  semiconductor
sales (on a three month rolling average basis) were down  approximately 45% from
their  all-time peak,  reached in October 2000. By October 2002,  sales remained
33%  below the peak.  Despite  this  marginal  improvement,  customers  report a
significant lack of visibility in their businesses,  and this has affected their
buying behavior. Customers are scrutinizing their purchases of EDA software very
carefully. In addition,  they are increasingly  demanding,  and we have granted,
extended  payment  terms on their  purchases,  which has affected our cash flow.
Based on our  interactions  with customers,  Synopsys does not expect a material
recovery in the  semiconductor  and electronics  industries in 2003; if recovery
continues  we  believe  that it will be very  gradual,  at  best.  Consequently,
Synopsys is not expecting material growth in the EDA industry in 2003.


     Demand for electronic design automation  products is largely dependent upon
the commencement of new design projects by semiconductor manufacturers and their
customers,  the  increasing  complexity  of  designs  and the  number  of design
engineers.  During 2001 and 2002 many  semiconductor  and  electronic  companies
cancelled  or deferred  design  projects and reduced  their  design  engineering
staffs;  the  formation  of  new  companies  engaged  in  semiconductor  design,
traditionally  an  important  source of new  business  for the  Company,  slowed
significantly;  and a small number of existing  customers  went out of business.
Each of these developments  negatively  impacted our orders and revenue.  Demand
for our  products  and  services  may also be  affected by  partnerships  and/or
mergers in the  semiconductor  and  systems  industries.  Given  current  market
conditions,  the rate of mergers and acquisitions may increase during 2003. Such
combinations  may reduce the  aggregate  level of  purchases of our products and
services by the companies involved.


                                       45



     Continuation  or worsening of the current  conditions in the  semiconductor
and electronics industries, and continued consolidation among our customers, all
could have a material  adverse effect on our business,  financial  condition and
results of operations.

    SYNOPSYS'  REVENUE AND  EARNINGS  MAY  FLUCTUATE.  Many  factors  affect our
revenue and earnings,  which makes it difficult to predict  revenue and earnings
for any given  fiscal  period.  Among  these  factors are  customer  product and
service demand,  product license terms, and the timing of revenue recognition on
products and services sold. The following are some of the specific  factors that
could affect our revenue and  earnings in a  particular  quarter or over several
quarterly or annual periods:

o    Our products are complex,  and before buying them  customers  spend a great
     deal of time  reviewing and testing them.  Our  customers'  evaluation  and
     purchase  cycles do not  necessarily  match our quarterly  periods.  In the
     past, we have received a disproportionate volume of orders in the last week
     of a quarter.  This trend has become more pronounced in recent quarters. In
     addition, a large proportion of our business is attributable to our largest
     customers.  As a result,  if any order,  and  especially a large order,  is
     delayed beyond the end of a fiscal period, our orders for that period could
     be below our plan and our revenue for that period or future  periods  could
     be below our plan and any targets we may have published.

o    Our business is seasonal.  Orders and revenue are  typically  lowest in our
     first  fiscal  quarter and  highest in our fourth  fiscal  quarter,  with a
     material  decline  between  the fourth  quarter of one fiscal  year and the
     first quarter of the next fiscal year. This difference is driven largely by
     the  volume of  perpetual  licenses  shipped  during  the  quarter,  which,
     following the seasonal pattern of overall orders,  typically  declines from
     the fourth quarter to the first quarter.

o    Our revenue and earnings  targets for any fiscal period are based, in part,
     upon an assumption that we will achieve a certain volume of overall orders,
     and a mix of perpetual  licenses  (on which  revenue is  recognized  in the
     quarter  shipped) and TSLs (on which revenue is recognized over the term of
     license) within a specified range,  which is adjusted from time to time. If
     we receive the targeted volume of overall orders but a lower-than  expected
     proportion  of perpetual  orders,  then our revenue for the quarter will be
     below our target for the quarter  (though the shortfall  will be recognized
     in future quarters). Conversely, if we receive a lower-than-expected volume
     of overall  orders but the expected  volume of perpetual  orders,  then our
     revenue for the period may be on target,  though  revenue in future periods
     will be lower than expected.

o    Accounting  rules  determine when revenue is recognized on our orders,  and
     therefore  impact  how much  revenue  we will  report in any  given  fiscal
     period. In general,  revenue is recognized on TSLs ratably over the term of
     the license and on perpetual licenses upon delivery of the license. For any
     given order, however, the specific terms agreed to with a customer may have
     the  effect  under the  accounting  rules of  requiring  revenue  treatment
     different  from the treatment we intended and, in developing  our financial
     plans,  expected. As a result,  revenue for the fiscal period may be higher
     or lower than it otherwise  would have been, and different than our plan or
     any announced targets for such period.


    COMPETITION  MAY HAVE A  MATERIAL  ADVERSE  EFFECT ON  SYNOPSYS'  RESULTS OF
OPERATIONS. The EDA industry is highly competitive. We compete against other EDA
vendors,  and with  customers'  internally  developed  design tools and internal
design  capabilities  for a share of the overall  EDA  budgets of our  potential
customers.  In general,  competition  is based on product  quality and features,
post-sale support, interoperability with other vendors' products, price, payment
terms and, as discussed  below, the ability to offer a complete design flow. Our
competitors include companies that offer a broad range of products and services,
such as Cadence Design Systems, Inc. and Mentor Graphics Corporation, as well as
companies  that offer  products  focused on a discrete  phase of the  integrated
circuit design process.  In the current economic  environment  price and payment
terms have  increased in  importance as a basis for  competition.  During fiscal
2002 we have  increasingly  agreed to extended  payment terms on our TSLs, which
has had a negative effect on cash flow from operations.  In addition, in certain
situations our competitors are offering aggressive  discounts on their products.
As a result, average prices may fall.

                                       46


    IF WE ARE UNABLE TO DEVELOP AN INTEGRATED  DESIGN FLOW PRODUCT AND OTHER NEW
PRODUCTS WE MAY BE UNABLE TO COMPETE  EFFECTIVELY.  Increasingly,  EDA companies
compete on the basis of design  flows  involving  integrated  logic and physical
design products rather than on the basis of individual  point tools performing a
discrete  phase of the design  process.  The need to offer an integrated  design
flow will become  increasingly  important  as ICs grow more  complex.  After the
acquisition of Avant!, we offer all of the point tools required to design an IC,
some of which  integrate logic and physical  design  capabilities.  Our products
compete  principally  with design flow  products  from  Cadence and Magma Design
Automation, which in some respects may be more integrated than our products. Our
future success  depends on our ability to integrate  Synopsys'  logic design and
physical  synthesis  products with the physical  design  products  acquired from
Avant!, which will require significant engineering and development work. Success
in this project is especially  important as the Company believes that its orders
and  revenue  from  Design  Compiler,  which  has  accounted  for 29% and 18% of
Synopsys  orders in 2001 and 2002,  respectively  peaked in fiscal year 2001, as
predicted,  and are likely to  continue  to decline  over time.  There can be no
guarantee  that we will be able to offer a competitive  complete  design flow to
customers.  If we are unsuccessful in developing integrated design flow products
on a  timely  basis  or if we  are  unsuccessful  in  developing  or  convincing
customers  to  adopt  such   products,   our   competitive   position  could  be
significantly weakened.

    In order to  sustain  revenue  growth  over the long  term,  we will have to
enhance our existing  products,  introduce  new products  that are accepted by a
broad range of  customers  and to  generate  growth in our  consulting  services
business. In addition to the development of integrated logic and physical design
products,  Synopsys is attempting to integrate its verification  products into a
comprehensive  functional  verification platform, and is expanding its offerings
of  intellectual  property  design  components.  Product success is difficult to
predict.  The  introduction  of new  products  and  growth of a market  for such
products cannot be assured. In the past we, like all companies,  have introduced
new products that have failed to meet our revenue expectations.  There can be no
assurance  that we will be successful in expanding  revenue from existing or new
products  at the  desired  rate,  and the failure to do so would have a material
adverse effect on our business, financial condition and results of operations.

    BUSINESSES  THAT  SYNOPSYS HAS ACQUIRED OR THAT  SYNOPSYS MAY ACQUIRE IN THE
FUTURE MAY NOT PERFORM AS PROJECTED. We have acquired or merged with a number of
companies in recent  years,  and as part of our efforts to increase  revenue and
expand our product and services offerings we may acquire  additional  companies.
During 2002, we acquired Avant!, inSilicon Corporation and Co-Design Automation,
Inc. In addition to direct costs, acquisitions pose a number of risks, including
potential  dilution of earnings per share,  problems in integrating the acquired
products  and  employees  into our  business,  the  failure to realize  expected
synergies or cost savings, the failure of acquired products to achieve projected
sales, the drain on management time for acquisition-related  activities, adverse
effects on customer buying patterns and assumption of unknown liabilities. While
we attempt to review  proposed  acquisitions  carefully and negotiate terms that
are  favorable  to us, there is no assurance  that any  acquisition  will have a
positive effect on our performance.

     DELAYS OR CANCELLATION OF CONSULTING  PROJECTS OR CUSTOMER PAYMENT DEFAULTS
COULD HAVE A MATERIAL  ADVERSE EFFECT ON THE COMPANY'S  FINANCIAL  CONDITION AND
RESULTS OF  OPERATIONS.  As of December 1, 2002,  the Company had  approximately
$1.3 billion in backlog, as defined in "Item 1 - Business - Sales,  Distribution
and  Backlog."  The Company  expects that this  backlog will turn into  revenue.
Orders for professional services, which constitute less than $100 million of the
total backlog,  may be deferred or cancelled by the customer in the event that a
project  is  delayed or  cancelled,  though in some cases the  company is paid a
cancellation  fee.  In the case of orders for the  Company's  software,  backlog
includes only amounts subject to committed,  non-cancelable  orders. Such orders
are not subject to cancellation or delay by the customer;  but may fail to yield
the expected  revenue in the event that the  customer  defaults and fails to pay
amounts  owed.  In  such  cases  the  Company  will  generally  institute  legal
proceedings to recover  amounts owed. To date, the Company has not experienced a
material  level of defaults,  though in the current  economic  environment it is
possible that the level of defaults will increase. See "Management's  Discussion
and  Analysis  of  Results  of  Operation  and  Financial  Condition  - Critical
Accounting  Policies - Allowance for Doubtful  Accounts".  Any material  payment
default by the Company's  customers could have a material  adverse effect on the
Company's financial condition and results of operations.

    CONTINUED  STAGNATION  OF  FOREIGN  ECONOMIES  WOULD  ADVERSELY  AFFECT  OUR
PERFORMANCE.  During  fiscal  2002,  35% of our revenue was derived from outside
North  America,  as  compared  to 37%  during  fiscal  2001.  Foreign  sales are
vulnerable to regional or worldwide economic or political conditions. The global
electronics  industry has  experienced  steep declines in 2001 and 2002, and the
Company does not expect  material  recovery in 2003. In particular,  a number of
our largest European customers are in the telecommunications equipment business,
which has been  disproportionately  affected  during this  period.  The Japanese
economy has been  stagnant for several  years,  and there is no  expectation  of
improvement in the near future.  If the Japanese  economy remains weak,  revenue
and  orders  from  Japan,  and  perhaps  the  rest of Asia,  could be  adversely
affected.


                                       47


    Foreign sales are also  vulnerable to changes in foreign  currency  exchange
rates,  either by making  the  Company's  products  more  expensive  to  foreign
customers or by reducing the reported  revenue realized from overseas sales. The
Company is  particularly  exposed to the Euro and the Japanese  yen.  Though the
Company  attempts to hedge its risks related to forecasted  accounts  receivable
generally  associated  with sales  contracts  with  extended  payment  terms and
accounts payable  denominated in non-functional  currencies,  the yen-dollar and
Euro-dollar  exchange  rates  remain  subject  to  unpredictable   fluctuations.
Weakness of either currency could adversely affect revenue and orders from those
regions. Conversely, if those currencies strengthen, our expenses denominated in
those currencies,  which are not hedged,  could increase.  Asian countries other
than Japan also have experienced economic and currency problems in recent years,
and in some  cases  they have not fully  recovered.  Although  the Asia  Pacific
region is growing it is relatively  small as a percentage of our business and it
could be  difficult  to sustain  growth in the region if the rest of the world's
economies  continue  to  stagnate.  If  economic  conditions  worsen  orders and
revenues from the Asia Pacific region would be adversely affected.

    A FAILURE TO RECRUIT AND RETAIN KEY EMPLOYEES WOULD HAVE A MATERIAL  ADVERSE
EFFECT ON OUR ABILITY TO COMPETE.  Our  success is  dependent  on our ability to
attract and retain key  technical,  sales and  managerial  employees,  including
those who join Synopsys in connection with acquisitions. Despite recent economic
conditions,  skilled  technical,  sales  and  management  employees  are in high
demand. There are a limited number of qualified EDA and IC design engineers, and
the  competition  for such  individuals  is intense.  Experience  at Synopsys is
highly valued in the EDA industry and the general electronics industry,  and our
employees,  including  employees  that have joined  Synopsys in connection  with
acquisitions,  are recruited  aggressively.  In the past, we have  experienced a
high rate of employee turnover,  which may recur in the future.  There can be no
assurance  that  we can  continue  to  recruit  and  retain  the  technical  and
managerial personnel we need to run our business successfully.  Failure to do so
could have a material  adverse effect on our business,  financial  condition and
results of operations.

    In  addition,  new  regulations  proposed  by  The  Nasdaq  National  Market
requiring  shareholder  approval  for  all  stock  option  plans  as well as new
regulations  proposed  by the New York Stock  Exchange  prohibiting  NYSE member
organizations  from giving a proxy to vote on  equity-compensation  plans unless
the beneficial owner of the shares has given voting  instructions  could make it
more difficult for us to grant options to employees in the future. To the extent
that new  regulations  make it more  difficult or expensive to grant  options to
employees,  we may incur increased cash compensation  costs or find it difficult
to attract, retain and motivate employees,  either of which could materially and
adversely affect our business.

    A FAILURE  TO  PROTECT  OUR  PROPRIETARY  TECHNOLOGY  WOULD  HAVE A MATERIAL
ADVERSE EFFECT ON SYNOPSYS' FINANCIAL  CONDITION AND RESULTS OF OPERATIONS.  Our
success  is  dependent,  in part,  upon our  proprietary  technology  and  other
intellectual  property rights.  We rely on agreements with customers,  employees
and  others,  and  intellectual   property  laws,  to  protect  our  proprietary
technology.  There  can  be no  assurance  that  these  agreements  will  not be
breached,  that we would have adequate remedies for any breach or that our trade
secrets  will not  otherwise  become  known  or be  independently  developed  by
competitors.   Moreover,  effective  intellectual  property  protection  may  be
unavailable  or  limited  in  certain  foreign  countries.  Failure to obtain or
maintain  appropriate  patent,  copyright  or trade secret  protection,  for any
reason,  could  have  a  material  adverse  effect  on our  business,  financial
condition and results of operations. In addition, there can be no assurance that
infringement  claims will not be asserted  against us and any such claims  could
require  us  to  enter  into  royalty  arrangements  or  result  in  costly  and
time-consuming  litigation  or  could  subject  us  to  damages  or  injunctions
restricting our sale of products or could require us to redesign products.

    OUR OPERATING EXPENSES DO NOT FLUCTUATE PROPORTIONATELY WITH FLUCTUATIONS IN
REVENUES,  WHICH COULD MATERIALLY  ADVERSELY AFFECT OUR RESULTS OF OPERATIONS IN
THE EVENT OF A SHORTFALL IN REVENUE. Our operating expenses are based in part on
our expectations of future revenue,  and expense levels are generally  committed
in advance of revenue.  Since only a small  portion of our expenses  varies with
revenue,  a shortfall  in revenue  translates  directly  into a reduction in net
income. If we are unsuccessful in generating  anticipated revenue or maintaining
expenses within the expected range,  however, our business,  financial condition
and results of operations could be materially adversely affected.

                                       48


    SYNOPSYS HAS ADOPTED ANTI-TAKEOVER PROVISIONS,  WHICH MAY HAVE THE EFFECT OF
DELAYING  OR  PREVENTING  CHANGES OF CONTROL OR  MANAGEMENT.  We have  adopted a
number  of  provisions  that  could  have  anti-takeover  effects.  Our Board of
Directors has adopted a Preferred Shares Rights Plan,  commonly referred to as a
poison pill.  In addition,  our Board of Directors  has the  authority,  without
further action by its  stockholders,  to issue additional shares of Common Stock
and  to  fix  the  rights  and  preferences  of,  and to  issue  authorized  but
undesignated  shares of Preferred Stock. These and other provisions of Synopsys'
Restated  Certificate  of  Incorporation  and  Bylaws and the  Delaware  General
Corporation Law may have the effect of deterring  hostile  takeovers or delaying
or  preventing   changes  in  control  or  management  of  Synopsys,   including
transactions in which the  stockholders  of Synopsys might  otherwise  receive a
premium for their shares over then current market prices.

    SYNOPSYS IS SUBJECT TO CHANGES IN FINANCIAL ACCOUNTING STANDARDS,  WHICH MAY
AFFECT OUR  REPORTED  REVENUE,  OR THE WAY WE CONDUCT  BUSINESS.  We prepare our
financial statements in conformity with accounting principles generally accepted
in the United States of America (GAAP).  GAAP are subject to  interpretation  by
the Financial  Accounting  Standards Board, the American  Institute of Certified
Public  Accountants  (AICPA),  the SEC and  various  bodies  appointed  by these
organizations  to interpret  existing rules and create new accounting  policies.
Accounting policies affecting software revenue recognition,  in particular, have
been the subject of frequent  interpretations,  which have had a profound affect
on the way we license our products.  As a result of the recent  enactment of the
Sarbanes-Oxley  Act and the related  scrutiny of accounting  policies by the SEC
and the various national and international accounting industry bodies, we expect
the frequency of accounting  policy  changes to  accelerate.  Future  changes in
financial accounting  standards,  including  pronouncements  relating to revenue
recognition,  may have a significant effect on our reported results and may even
affect our reporting of transactions completed before the change is effective.

      The FASB and other accounting bodies are currently considering a change to
US GAAP that,  if  implemented,  would  require us to account  for  options as a
compensation expense in the period in which they are granted. Synopsys currently
accounts for stock options under Statement of Financial Accounting Standards No.
123,  ACCOUNTING FOR STOCK-BASED  COMPENSATION  (SFAS 123). As permitted by SFAS
123, the Company has elected to use the  intrinsic  value method  prescribed  by
Accounting  Principles  Board  Opinion No. 25,  ACCOUNTING  FOR STOCK  ISSUED TO
EMPLOYEES (APB 25), to measure  compensation  expense for stock-based  awards to
employees,  under  which  the  granting  of a  stock  option  is not  considered
compensation,  although the impact of "expensing"  stock options is disclosed in
Note 6 of the Notes to the Consolidated Financial Statements.  We cannot predict
whether  such a  requirement  will be  adopted,  but if it is  there  would be a
significant negative effect on our reported results of operations.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

    Information relating to quantitative and qualitative disclosure about market
risk is set  forth in  Synopsys'  2002  Annual  Report  on Form  10-K  under the
captions  "Interest  Rate  Risk" and  "Foreign  Currency  Risk" in  Management's
Discussion and Analysis of Financial  Condition and Results of  Operations,  and
"Foreign  Exchange  Hedging"  in  Note  4 of  Notes  to  Consolidated  Financial
Statements.




                                       49





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                    REPORT OF KPMG LLP, INDEPENDENT AUDITORS

To The Board of Directors and
Shareholders of Synopsys, Inc.:

    We have audited the  accompanying  consolidated  balance sheets of Synopsys,
Inc.  and  subsidiaries  as of  October  31,  2002  and  2001,  and the  related
consolidated  statements of operations,  stockholders'  equity and comprehensive
income  and cash  flows for each of the  years in the  three-year  period  ended
October 31, 2002. These consolidated financial statements are the responsibility
of the  Company's  management.  Our  responsibility  is to express an opinion on
these consolidated financial statements based on our audits.

    We conducted our audits in  accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

    In our opinion,  the  consolidated  financial  statements  referred to above
present fairly, in all material  respects,  the financial  position of Synopsys,
Inc. and  subsidiaries as of October 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the years in the  three-year  period
ended  October 31,  2002 in  conformity  with  accounting  principles  generally
accepted in the United States of America.




Mountain View,  California
November 20, 2002, except as to Note 13,
which is as of January 13, 2003




                                       50







                                 SYNOPSYS, INC.

                           CONSOLIDATED BALANCE SHEETS
                      (IN THOUSANDS, EXCEPT PAR VALUE DATA)

                                     ASSETS

                                                                                    OCTOBER 31,
                                                                         ----------------------------------
                                                                              2002              2001
                                                                         ---------------- -----------------
                                                                                    
Current assets:
  Cash and cash equivalents.......................................          $   312,580      $   271,696
  Short-term investments..........................................              102,153          204,740
                                                                         ---------------- -----------------
     Cash, cash equivalents and short-term investments............              414,733          476,436
  Accounts receivable, net of allowances of $11,565 and
     $11,027, respectively........................................              207,206          146,294
  Deferred taxes .................................................              282,867          149,239
  Prepaid expenses and other......................................               24,509           19,413
                                                                         ---------------- -----------------
          Total current assets....................................              929,315          791,382
Property and equipment, net.......................................              185,040          192,304
Long-term investments.............................................               39,386           61,699
Goodwill, net.....................................................              434,554           35,077
Intangible assets, net............................................              355,334            3,197
Long-term deferred taxes and other assets.........................               35,085           45,248
                                                                         ---------------- -----------------
          Total assets............................................          $ 1,978,714      $ 1,128,907
                                                                         ================ =================

                                   LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable and accrued liabilities........................          $   246,789      $   135,272
  Current portion of long-term debt...............................                1,423              535
  Accrued income taxes............................................              169,912          110,561
  Deferred revenue................................................              359,245          290,052
                                                                         ---------------- -----------------
          Total current liabilities...............................              777,369          536,420

Deferred compensation and other long-term liabilities.............               36,387           17,124
Long-term deferred revenue........................................               51,477           89,707

Stockholders' equity:
  Preferred stock, $.01 par value; 2,000 shares
     authorized; no shares outstanding............................                   --               --
  Common stock, $.01 par value; 400,000 shares
     authorized; 73,562 and 59,428 shares outstanding, respectively                 735              595
  Additional paid-in capital......................................            1,039,386          575,403
  Retained earnings...............................................              198,863          436,662
  Treasury stock, at cost.........................................             (116,499)        (531,117)
  Deferred stock compensation.....................................               (8,858)              --
  Accumulated other comprehensive (loss) income...................                 (146)           4,113
                                                                         ---------------- -----------------
          Total stockholders' equity..............................            1,113,481          485,656
                                                                         ---------------- -----------------
          Total liabilities and stockholders' equity..............          $ 1,978,714      $ 1,128,907
                                                                         ================ =================



          See accompanying notes to consolidated financial statements.


                                       51






                              SYNOPSYS, INC.

                   CONSOLIDATED STATEMENTS OF OPERATIONS
                   (IN THOUSANDS, EXCEPT PER SHARE DATA)

                                                               YEAR ENDED OCTOBER 31,
                                                    ----------------------------------------------
                                                        2002            2001            2000
                                                    -------------- --------------- ---------------
                                                                          
Revenue:
  Product......................................       $   245,193    $   163,924     $   434,077
  Service......................................           287,747        341,833         340,796
  Ratable license..............................           373,594        174,593           8,905
                                                    -------------- --------------- ---------------
          Total revenue........................           906,534        680,350         783,778
Cost of revenue:
  Product......................................            15,319         20,479          35,085
  Service......................................            78,167         79,747          80,442
  Ratable license..............................            45,737         29,896           8,947
  Amortization of intangible assets and deferred
  stock compensation...........................            33,936             --              --
                                                    -------------- --------------- ---------------
          Total cost of revenue................           173,159        130,122         124,474
                                                    -------------- --------------- ---------------
Gross margin...................................           733,375        550,228         659,304
Operating expenses:
  Research and development.....................           225,545        189,831         189,280
  Sales and marketing..........................           264,809        273,954         288,762
  General and administrative...................            78,461         69,682          59,248
  Integration..................................           128,528             --              --
  In-process research and development..........            87,700             --           1,750
  Amortization of intangible assets and deferred
  stock compensation...........................            28,649         17,012          15,129
                                                    -------------- --------------- ---------------
          Total operating expenses.............           813,692        550,479         554,169
                                                    -------------- --------------- ---------------
Operating (loss) income........................           (80,317)          (251)        105,135
Other (expense) income, net....................          (208,623)        83,784          40,803
                                                    -------------- --------------- ---------------
(Loss) income before provision for
  income taxes.................................          (288,940)        83,533         145,938
(Benefit) provision for income taxes...........           (88,947)        26,731          48,160
                                                    -------------- --------------- ---------------
Net (loss) income..............................       $  (199,993)   $    56,802     $    97,778
                                                    ============== =============== ===============
Basic earnings per share:
  Net (loss) income per share..................       $     (2.99)   $      0.94     $      1.43
  Weighted average common shares...............            66,808         60,601          68,510
                                                    ============== =============== ===============
Diluted earnings per share:
  Net (loss) income per share..................       $     (2.99)   $      0.88     $      1.38
  Weighted average common shares and
      dilutive stock options outstanding.......            66,808         64,659          70,998
                                                    ============== =============== ===============


          See accompanying notes to consolidated financial statements.



                                       52







                                 SYNOPSYS, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME
                                 (IN THOUSANDS)

                                                                   ADDITIONAL
                                                COMMON STOCK         PAID-IN    RETAINED   TREASURY
                                             SHARES      AMOUNT      CAPITAL    EARNINGS     STOCK
                                           ------------------------------------------------------------
                                                                          
BALANCE AT OCTOBER 31, 1999............      70,750       $708      $542,052    $349,192  $ (28,589)
Comprehensive Income:
  Net income...........................          --         --            --      97,778         --
  Other comprehensive income (loss), net
  of tax:
    Unrealized gain on investments.....          --         --            --          --         --
    Reclassification adjustment on
      unrealized gains on investments..          --         --            --          --         --
    Foreign currency translation
      adjustment.......................          --         --            --          --         --

    Other comprehensive income.........

Comprehensive income...................

Acquisition of treasury stock..........      (9,932)       (99)           99          --   (397,466)
Stock options assumed in connection with
    acquisition........................          --         --         1,187          --         --
Stock issued under stock option and stock
    purchase plans.....................       2,059         20         4,514     (41,551)    96,562
Tax benefits associated with exercise of
    stock options......................          --         --        10,864          --         --
                                           ------------------------------------------------------------
BALANCE AT OCTOBER 31, 2000............       62,877       629       558,716     405,419   (329,493)
Comprehensive Income:
  Net income...........................          --         --            --      56,802         --
  Other comprehensive income (loss), net
  of tax:
    Unrealized loss on investments.              --         --            --          --         --
    Reclassification adjustment on
      unrealized gains on investments.           --         --            --          --         --
    Foreign currency translation
       adjustment......................          --         --            --          --         --

    Other comprehensive loss...........

Comprehensive income...................

Acquisition of treasury stock..........      (6,617)       (66)           66          --   (331,882)
  Stock issued under stock option and stock
    purchase plans.....................       3,168         32           628     (25,559)   130,258
  Tax benefits associated with exercise of
    stock options......................          --         --        15,993          --         --
                                           ------------------------------------------------------------
BALANCE AT OCTOBER 31, 2001............       59,428      $595      $575,403    $436,662  $(531,117)





                                       53





                                 SYNOPSYS, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                            AND COMPREHENSIVE INCOME - CONTINUED
                                 (IN THOUSANDS)

                                                                               ACCUMULATED
                                                                                  OTHER
                                                  DEFERRED    COMPREHENSIVE   COMPREHENSIVE
                                                COMPENSATION  INCOME (LOSS)   INCOME (LOSS)     TOTAL
                                                ------------- -------------- ---------------- -----------
                                                                                 
 BALANCE AT OCTOBER 31, 1999............              --                         $9,234       $872,597
 Comprehensive Income:
   Net income...........................              --          97,778             --         97,778
   Other comprehensive income (loss), net
     of tax:
   Unrealized gain on investments.......              --          50,689
   Reclassification adjustment on
     unrealized gains on investments....              --          (8,934)
   Foreign currency translation
     adjustment.........................              --          (3,431)
                                                              --------------
     Other comprehensive income.........                          38,324         38,324         38,324
                                                              --------------
 Comprehensive income...................                      $  136,102
                                                              ==============
 Acquisition of treasury stock..........              --                             --       (397,466)
 Stock options assumed in connection with
   acquisition..........................              --                             --          1,187
 Stock issued under stock option and stock
   purchase plans.......................              --                             --         59,545
 Tax benefits associated with exercise of
   stock options..........................            --                             --         10,864
                                             --------------                     --------------------------
 BALANCE AT OCTOBER 31, 2000............              --                         47,558        682,829
 Comprehensive Income:
   Net income...................... ....              --          56,802             --         56,802
   Other comprehensive income (loss), net
     of tax:
   Unrealized loss on investments.......              --          (4,063)
   Reclassification adjustment on
     unrealized gains on investments....              --         (33,713)
   Foreign currency translation
     adjustment.........................              --          (5,669)
                                                              ---------------
     Other comprehensive loss...........                         (43,445)       (43,445)       (43,445)
                                                              ---------------
 Comprehensive income...................                         $13,357
                                                              ===============
 Acquisition of treasury stock..........              --                             --       (331,882)
 Stock issued under stock option and stock
   purchase plans.......................              --                             --        105,359
 Tax benefits associated with exercise of
   stock options........................              --                             --         15,993
                                                --------------               ----------------------------
 BALANCE AT OCTOBER 31, 2001............        $     --                        $ 4,113       $485,656



                                       54





                                 SYNOPSYS, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      AND COMPREHENSIVE INCOME - CONTINUED
                                 (IN THOUSANDS)

                                                                   ADDITIONAL
                                                COMMON STOCK         PAID-IN    RETAINED   TREASURY
                                             SHARES      AMOUNT      CAPITAL    EARNINGS     STOCK
                                           ---------------------- ------------ ---------- -----------
                                                                           
BALANCE FORWARD:                            $ 59,428     $  595      $575,403  $  436,662 $ (531,117)
BALANCE AT OCTOBER 31, 2001............
Comprehensive Income (Loss):
  Net loss.............................           --         --           --     (199,993)       --
  Other comprehensive income (loss), net
    of tax:
    Unrealized loss on investments.....           --         --           --          --         --
    Unrealized gain on currency contracts         --         --           --          --         --
    Reclassification adjustment on
      unrealized gains on investments..           --         --           --          --         --
    Foreign currency translation
      adjustment.......................           --         --           --          --         --

    Other comprehensive loss...........

Comprehensive loss.....................

Acquisition of Avant! Corporation......       14,530        145       435,066          --    431,312
Amortization of deferred stock
   compensation related to acquisitions           --         --           (83)         --         --
Acquisition of treasury stock..........       (3,884)       (39)           39          --   (171,678)
Stock options assumed in connection with
   acquisition of inSilicon and Co-Design         --         --         5,929          --         --
Stock issued under stock option and stock
   purchase plans......................        3,488         34         3,572     (37,806)   154,984
Tax benefits associated with exercise of
   stock options.......................           --         --        19,460          --         --
                                           --------------------- ------------------------ -----------
BALANCE AT OCTOBER 31, 2002............     $ 73,562      $ 735   $ 1,039,386   $ 198,863  $(116,499)
                                           ===================== ======================== ===========



        See accompanying notes to the consolidated financial statements.


                                       55






                                 SYNOPSYS, INC.

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                      AND COMPREHENSIVE INCOME - CONTINUED
                                 (IN THOUSANDS)

                                                                               ACCUMULATED
                                                                                  OTHER
                                                  DEFERRED    COMPREHENSIVE   COMPREHENSIVE
                                                COMPENSATION  INCOME (LOSS)   INCOME (LOSS)     TOTAL
BALANCE FORWARD:                               -------------- -------------- ---------------- ----------
                                                                                 
BALANCE AT OCTOBER 31, 2001............         $     --                      $     4,113     $  485,656
Comprehensive Income (Loss):
  Net loss.............................               --          (199,993)            --       (199,993)
  Other comprehensive income (loss), net
    of tax:
    Unrealized loss on investments.....               --              (143)
    Unrealized gain on currency contracts             --             6,482
    Reclassification adjustment on
      unrealized gains on investments..               --            (5,842)
    Foreign currency translation
      adjustment.......................               --            (4,756)
                                                              ---------------
    Other comprehensive loss...........                             (4,259)        (4,259)        (4,259)
                                                              ---------------
Comprehensive loss.....................                       $   (204,252)
                                                              ===============
Acquisition of Avant! Corporation......           (8,102)                             --         858,421
Amortization of deferred stock
   compensation related to acquisitions            1,605                              --           1,522
Acquisition of treasury stock..........               --                              --        (171,678)
Stock options assumed in connection with
   acquisition of inSilicon and Co-Design         (2,361)                             --           3,568
Stock issued under stock option and stock
   purchase plans......................               --                              --         120,784
Tax benefits associated with exercise of
   stock options.......................               --                              --          19,460
                                               ---------------               ----------------------------
BALANCE AT OCTOBER 31, 2002............         $ (8,858)                       $   (146)     $1,113,481
                                               ===============               ============================



                                       56




                                 SYNOPSYS, INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

                                                               YEAR ENDED OCTOBER 31,
                                                    ----------------------------------------------
                                                        2002            2001            2000
                                                    -------------- --------------- ---------------
                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income............................         $  (199,993)   $    56,802     $    97,778
Adjustments to reconcile net (loss) income to
   net cash provided by operating activities:
   Amortization and depreciation.............             116,100         65,162          63,770
   Provision for doubtful accounts and sales
     returns.................................               7,042          5,759           3,528
   Write-down of long term investments.......              11,326          5,848              --
   Write-down of land and property...........              14,712             --              --
   Gain on sale of long-term investments.....             (21,299)       (57,080)        (11,455)
   Write-down of goodwill and intangible assets             3,785          2,200              --
   Deferred taxes............................            (128,167)       (58,831)        (64,137)
   Deferred rent.............................               2,804             --              --
   In-process research and development.......              87,700             --           1,750
   Non-cash gain on sale of silicon libraries                  --        (10,580)             --
   Non-cash compensation expense.............               1,761             --              --
   Tax benefit associated with stock options.              19,460         15,993          10,864
   Net changes in operating assets and
     liabilities:
     Accounts receivable.....................               5,275         (5,190)        (19,186)
     Prepaid expenses and other current assets              2,930           (231)          4,316
     Other assets............................             (14,814)        (1,754)         (8,787)
     Accounts payable and accrued liabilities             (77,546)        (8,072)         39,180
     Accrued income taxes....................             (20,974)        54,563           5,980
     Deferred revenue........................               5,993        229,160          23,190
     Deferred compensation...................               2,856          1,771           5,092
                                                    -------------- --------------- ---------------
     Net cash (used in) provided by operating
       activities............................            (181,049)       295,520         151,883
                                                    -------------- --------------- ---------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales and maturities of
   short-term investments....................             876,298      2,003,589       2,782,613
Purchases of short-term investments..........            (769,102)    (1,927,784)     (2,667,112)
Proceeds from sales of long-term investments.              56,033         77,777          24,336
Purchases of long-term investments...........              (5,472)       (12,076)        (13,998)
Proceeds from sale of silicon libraries
   business..................................                  --          4,122              --
Purchases of property and equipment..........             (48,755)       (82,490)        (68,500)
Cash acquired in acquisitions (net of cash
   paid).....................................             168,311             --         (14,474)
Intangible assets, net.......................                  --           (313)          3,697
Capitalization of software development costs.              (1,592)        (1,000)         (1,000)
                                                    -------------- --------------- ---------------
Net cash provided by investing activities....             275,721         61,825          45,562
                                                    -------------- --------------- ---------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of long-term debt.....                  --             --             727
Principal payments on debt obligations.......                  --         (6,162)        (13,507)
Proceeds from sale of common stock...........             119,868        105,359          59,545
Purchases of treasury stock..................            (171,677)      (331,882)       (397,466)
                                                    -------------- --------------- ---------------
Net cash used in financing activities........             (51,809)      (232,685)       (350,701)
Effect of exchange rate changes on cash......              (1,979)        (5,669)         (3,433)
                                                    -------------- --------------- ---------------
Net increase (decrease) in cash and cash                   40,884        118,991        (156,689)
   equivalents...............................
Cash and cash equivalents, beginning of year.             271,696        152,705         309,394
                                                    -------------- --------------- ---------------
Cash and cash equivalents, end of year.......         $   312,580    $   271,696     $   152,705
                                                    ============== =============== ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
     Cash paid during the year for:
        Income taxes.........................          $   70,750     $   25,262      $   91,927
     Non-cash transactions:
       Issuance of stock and options in
         exchange for net assets of Avant!...         $   858,421    $        --     $        --
       Issuance of notes payable in Co-Design
         acquisition.........................         $     4,770    $        --     $        --



          See accompanying notes to consolidated financial statements.


                                       57




                                 SYNOPSYS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF BUSINESS

    Synopsys,  Inc.  (Synopsys  or the  Company)  is a leading  supplier  of EDA
software to the global electronics industry. The Company develops,  markets, and
supports a wide range of integrated  circuit (IC) design  products that are used
by designers of advanced ICs, including system-on-a-chip ICs, and the electronic
systems (such as  computers,  cell phones,  and internet  routers) that use such
ICs,  to  automate  significant  portions  of  their  design  process.  ICs  are
distinguished  by the speed at which they run,  their area,  the amount of power
they  consume  and  their  cost of  production.  Synopsys'  products  offer  its
customers the  opportunity  to design ICs that are  optimized  for speed,  area,
power  consumption and production  cost, while reducing overall design time. The
Company also provides consulting services to help its customers improve their IC
designs and, where requested,  to assist them with their IC designs,  as well as
training and support services.

    CURRENT  YEAR  ACQUISITIONS.  On June 6, 2002,  the Company  completed  its
merger with Avant! Corporation (Avant!).  Avant! was a leader in the development
of software used in the physical design and physical verification phases of chip
design.  Under the terms of the merger  agreement  between  Synopsys and Avant!,
Avant! merged with and into a wholly-owned  subsidiary of Synopsys.  The results
of operations of Avant! are included in the accompanying  consolidated financial
statements for the period from June 6, 2002 through October 31, 2002.

    On September 6, 2002, we completed our  acquisition of Co-Design,  a private
company  which  was  developing  simulation  software  used  in the  high  level
verification  stage of the chip design  process,  and a new design language that
permits  designers to describe the behavior of their chips more efficiently than
current standard languages.  The results of operations of Co-Design are included
in the  accompanying  consolidated  financial  statements  for the  period  from
September 6, 2002 through October 31, 2002.

    On September 20, 2002, we completed our acquisition of inSilicon,  a company
that  developed,  marketed  and  licensed  an  extensive  portfolio  of  complex
"intellectual property blocks", or pre-designed,  pre-verified  subportions of a
chip that can be used as  building  blocks for  complex  systems-on-a-chip,  and
therefore,  accelerate the development of such chips.  The results of operations
of inSilicon are included in the accompanying  consolidated financial statements
for the period from September 20, 2002 through October 31, 2002.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    FISCAL YEAR END.  The  Company  has a fiscal year that ends on the  Saturday
nearest  October 31. Fiscal 2002 and 2000 were 52-week years and fiscal 2001 was
a 53-week year. For presentation purposes, the consolidated financial statements
and notes refer to the calendar month end.

    PRINCIPLES OF CONSOLIDATION.  The consolidated financial statements include
the  accounts  of the  Company  and  all of its  subsidiaries.  All  significant
intercompany accounts and transactions have been eliminated.


                                       58



    USE OF ESTIMATES. The preparation of financial statements in conformity with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and  assumptions  that affect the amounts
recorded in the financial  statements  and  accompanying  notes.  Actual amounts
could differ from these estimates.

    CASH  EQUIVALENTS  AND  SHORT-TERM   INVESTMENTS.   The  Company  classifies
investments  with  original  maturities of three months or less when acquired as
cash  equivalents.   All  of  the  Company's  cash  equivalents  and  short-term
investments are classified as available-for-sale and are reported at fair value,
with unrealized gains and losses included in stockholders' equity as a component
of  accumulated  other  comprehensive  income,  net of tax.  The  fair  value of
short-term  investments is determined based on quoted market prices. The cost of
securities  sold is based on the  specific  identification  method and  realized
gains and losses  are  included  in other  income,  net.  The  Company  has cash
equivalents  and  investments  with various high  quality  institutions  and, by
policy, limits the amount of credit exposure to any one institution.

    CONCENTRATION  OF CREDIT  RISK.  The Company  sells its  products  worldwide
primarily to  customers  in the  semiconductor  industry.  The Company  performs
on-going credit evaluations of its customers'  financial condition and generally
does not require collateral. The Company maintains reserves for potential credit
losses, and such losses have been within management's  expectations and have not
been material in any year.

    FAIR VALUES OF FINANCIAL INSTRUMENTS.  The fair value of the Company's cash,
accounts  receivable,  long-term  investments,  forward  contracts  relating  to
certain investments in equity securities,  accounts payable,  long-term debt and
foreign  currency  contracts,  approximates  the carrying  amount,  which is the
amount for which the  instrument  could be  exchanged  in a current  transaction
between willing parties.

    FOREIGN  CURRENCY  TRANSLATION.  The  functional  currency  of  each  of the
Company's  foreign  subsidiaries  is the foreign  subsidiary's  local  currency.
Assets and liabilities of the Company's  foreign  operations are translated into
U.S.  dollars at exchange rates in effect at the balance sheet date.  Income and
expense  items  are  translated  at  average  exchange  rates  for  the  period.
Accumulated net translation  adjustments are reported in  stockholders'  equity,
net of tax, as a component of accumulated other comprehensive income (loss). The
associated tax benefit for cumulative translation  adjustments was $3.0 million,
$3.6  million  and $2.2  million in fiscal  2002,  2001 and 2000,  respectively.
Foreign exchange  transaction gains and losses were not material for all periods
presented and are included in the results of operations.

    FOREIGN  CURRENCY  CONTRACTS.   The  Company  operates  internationally  and
therefore  is exposed to  potentially  adverse  movements  in currency  exchange
rates. The Company has entered into foreign currency forward contracts to reduce
its  exposure  to  foreign  currency  rate  changes on  non-functional  currency
denominated  balance sheet  positions.  The  objective of these  contracts is to
neutralize  the impact of  foreign  currency  rate  movements  on the  Company's
operating results.

    The Company also uses forward  foreign  currency  contracts to hedge certain
cash  flow  exposures  resulting  from the  impact  of  currency  exchange  rate
fluctuations on forecasted receivables denominated in non-functional currencies.
These  foreign  currency  contracts,  carried at fair value,  have a duration of
approximately  30 days.  Such cash flow  exposures  result from  portions of the
Company's   forecasted  accounts  receivable  generally  associated  with  sales
contracts  with  extended  payment  terms and accounts  payable  denominated  in
non-functional  currencies.  As of October  31,  2002,  the  unrealized  gain of
approximately   $10.0  million  on  these  forward   contracts  is  recorded  in
stockholders'   equity,  net  of  tax,  as  a  component  of  accumulated  other
comprehensive  income.  The Company enters into these foreign exchange contracts
to hedge only (i) those currency  exposures  associated  with certain assets and
liabilities denominated in nonfunctional currencies and (ii) forecasted accounts
receivable and accounts payable denominated in non-functional  currencies in the
normal course of business, and accordingly, they are not speculative in nature.


                                       59



    Foreign  currency  forward   contracts   require  the  Company  to  exchange
currencies  at  rates  agreed  upon at the  inception  of the  contracts.  These
contracts  reduce the exposure to  fluctuations  in exchange  rates  because the
gains  and  losses   associated  with   non-functional   currency  balances  and
transactions  are  generally  offset  with the  gains  and  losses  of the hedge
contracts. Because the impact of movements in currency exchange rates on forward
contracts offsets the related impact on the underlying items being hedged, these
financial  instruments  help alleviate the risk that might otherwise result from
changes in currency exchange rates.

    The realized  gain/loss on these contracts as they matured were not material
to the consolidated financial position,  results of operations or cash flows for
the periods presented.

    REVENUE  RECOGNITION  AND  COST OF  REVENUE.  Revenue  consists  of fees for
perpetual  and  time-based   licenses  for  the  Company's   software  products,
post-contract  customer  support (PCS),  customer  training and consulting.  The
Company classifies its revenues as product,  service or ratable license. Product
revenue consists primarily of sales of perpetual licenses.

    Service revenue consists of fees for consulting services,  training, and PCS
associated with non-ratable  time-based licenses or perpetual licenses. PCS sold
with  perpetual  licenses is generally  renewable,  after any bundled PCS period
expires,  in one-year  increments  for a fixed  percentage of the perpetual list
price or, for  perpetual  license  arrangements  in excess of $2  million,  as a
percentage of the net license fee.

    Ratable license revenue is all fees related to time-based  licenses  bundled
with PCS and sold as a single package (commonly  referred to by the Company as a
Technology  Subscription  License or TSL), and time-based  licenses in which the
Company did not bundle PCS but has granted extended payment terms or under which
the customer has a right to receive unspecified future products.

    Cost of product  revenue  includes  cost of  production  personnel,  product
packaging,  documentation,  amortization  of  capitalized  software  development
costs,  and costs of the Company's  systems  products.  Cost of service  revenue
includes  personnel and the related costs  associated  with providing  training,
consulting  and  PCS.  Cost of  ratable  license  revenue  includes  the cost of
products and services  related to time-based  licenses bundled with PCS and sold
as a single  package and to time-based  licenses that include  extended  payment
terms  or  unspecified  future  products.  Cost of  revenue  also  includes  the
amortization  of the contract  rights  intangible,  core technology and deferred
stock compensation.

    The Company recognizes revenue in accordance with SOP 97-2, SOFTWARE REVENUE
RECOGNITION,  as  amended  by SOP 98-9 and SOP  98-4  and  generally  recognizes
revenue when all of the  following  criteria are met as set forth in paragraph 8
of SOP 97-2:

    o Persuasive evidence of an arrangement  exists,
    o Delivery has occurred,
    o The vendor's fee is fixed or determinable, and
    o Collectibility is probable.

    The Company defines each of the four criteria above as follows:

    PERSUASIVE  EVIDENCE OF AN ARRANGEMENT EXISTS. It is the Company's customary
    practice to have a written  contract,  which is signed by both the  customer
    and Synopsys,  or a purchase order from those customers that have previously
    negotiated  a  standard  end-user  license  arrangement  or volume  purchase
    agreement, prior to recognizing revenue on an arrangement.

    DELIVERY HAS OCCURRED.  The Company's  software may be either  physically or
    electronically  delivered  to its  customers.  For those  products  that are
    delivered physically, the Company's standard transfer terms are FOB shipping
    point.  For an  electronic  delivery of software,  delivery is considered to
    have occurred when the customer has been provided with the access codes that
    allow the  customer  to take  immediate  possession  of the  software on its
    hardware.

    If an  arrangement  includes  undelivered  products  or  services  that  are
    essential to the  functionality  of the delivered  product,  delivery is not
    considered to have occurred.


                                       60



    THE VENDOR'S FEE IS FIXED OR DETERMINABLE.  The fee the Company's  customers
    pay for its products is negotiated at the outset of an  arrangement,  and is
    generally  based on the  specific  volume of  product to be  delivered.  The
    Company's  license  fees are not a function of  variable-pricing  mechanisms
    such as the number of units  distributed  or copied by the customer,  or the
    expected number of users in an arrangement. Therefore, except in cases where
    the  Company  grants  extended  payment  terms to a specific  customer,  the
    Company's fees are considered to be fixed or  determinable  at the inception
    of the arrangements.

    The  Company's  typical  payment terms are such that a minimum of 75% of the
    arrangement  revenue  is due  within  one  year or less.  Arrangements  with
    payment terms extending  beyond the typical payment terms are not considered
    to be fixed or determinable. Revenue from such arrangements is recognized at
    the lesser of the  aggregate of amounts due and payable or the amount of the
    arrangement  fee that would have been  recognized if the fees had been fixed
    or determinable.

    COLLECTIBILITY    IS   PROBABLE.    Collectibility    is   assessed   on   a
    customer-by-customer  basis.  The Company  typically  sells to customers for
    which  there is a  history  of  successful  collection.  New  customers  are
    subjected to a credit review process that evaluates the customers' financial
    positions and  ultimately  their ability to pay. New customers are typically
    assigned a credit  limit  based on a  formulated  review of their  financial
    position.   Such  credit  limits  are  only  increased  after  a  successful
    collection  history  with  the  customer  has  been  established.  If  it is
    determined  from the outset of an  arrangement  that  collectibility  is not
    probable  based  upon  the  Company's  credit  review  process,  revenue  is
    recognized on a cash-collected basis.

    MULTIPLE ELEMENT  ARRANGEMENTS.  The Company  allocates  revenue on software
arrangements  involving  multiple elements to each element based on the relative
fair values of the elements.  The Company's  determination of fair value of each
element in multiple element  arrangements is based on vendor-specific  objective
evidence  (VSOE).  The Company limits its assessment of VSOE for each element to
the price charged when the same element is sold separately.

    The   Company   has   analyzed   all  of  the   elements   included  in  its
multiple-element  arrangements  and determined  that it has  sufficient  VSOE to
allocate  revenue to the PCS  components of its perpetual  license  products and
consulting.  Accordingly,  assuming all other revenue  recognition  criteria are
met,  revenue from  perpetual  licenses is recognized  upon  delivery  using the
residual  method in accordance  with SOP 98-9 and revenue from PCS is recognized
ratably  over the PCS term.  The Company  recognizes  revenue from TSLs over the
term of the ratable license period, as the license and PCS portions of a TSL are
bundled and not sold  separately.  Revenue from contracts with extended  payment
terms is  recognized  as the lesser of amounts  due and payable or the amount of
the  arrangement  fee that would have been  recognized  if the fee were fixed or
determinable.

    Certain  of  the  Company's   time-based  licenses  include  the  rights  to
unspecified  additional  products.  Revenue  from  contracts  with the rights to
unspecified additional software products is recognized ratably over the contract
term. The Company recognizes revenue from time-based  licenses that include both
unspecified additional software products and extended payment terms that are not
considered  to be fixed or  determinable  in an  amount  that is the  lesser  of
amounts due and payable or the ratable portion of the entire fee.


                                       61



    CONSULTING  SERVICES.  The Company provides design  methodology  assistance,
specialized   services   relating  to   telecommunication   systems  design  and
generalized turnkey design services. The Company's consulting services generally
are not essential to the functionality of the software.  The Company's  software
products are fully functional upon delivery and implementation  does not require
any  significant  modification  or  alteration.  The  Company's  services to its
customers  often include  assistance  with product  adoption and integration and
specialized design methodology  assistance.  Customers  typically purchase these
professional services to facilitate the adoption of the Company's technology and
dedicate personnel to participate in the services being performed,  but they may
also decide to use their own  resources or appoint  other  professional  service
organizations to provide these services. Software products are billed separately
and  independently  from consulting  services,  which are generally  billed on a
time-and-materials or milestone-achieved basis. The Company generally recognizes
revenue from consulting services as the services are performed.

    Exceptions to the general rule above involve  arrangements where the Company
has  committed to  significantly  alter the features  and  functionality  of its
software or build complex  interfaces  necessary  for the Company's  software to
function in the customer's  environment.  These types of services are considered
to be essential to the  functionality  of the  software.  Accordingly,  contract
accounting  is applied to both the  software  and service  elements  included in
these arrangements.

    PROPERTY  AND  EQUIPMENT.  Property  and  equipment  is  recorded  at  cost.
Depreciation  and  amortization  of assets is provided  using the  straight-line
method over  estimated  useful lives of the  property or equipment  ranging from
three  to  five  years.   Leasehold   improvements   are  amortized   using  the
straight-line method over the remaining term of the lease or the economic useful
life of the asset  whichever is shorter.  The cost of repairs and maintenance is
charged to  operations  as incurred.  A detail of property  and  equipment is as
follows:

                                                          OCTOBER 31,
                                             ----------------------------------
                                                    2002              2001
                                             -----------------  ---------------
                                                      (IN THOUSANDS)
   Computer and other equipment...........   $      279,239    $      271,264
   Buildings..............................           21,821            22,092
   Furniture and fixtures.................           26,446            23,160
   Land...................................           42,754            50,153
   Leasehold improvements.................           61,796            35,775
                                             ----------------- ----------------
                                                    432,056           402,444

   Less accumulated depreciation and
        amortization.                              (247,016)         (210,140)
                                             ----------------- ----------------
                                             $      185,040    $      192,304
                                             ================= ================

    SOFTWARE  DEVELOPMENT  COSTS.  Capitalization of software  development costs
begins upon the establishment of technological  feasibility,  which is generally
the completion of a working  prototype.  Software  development costs capitalized
were $1.6 million in fiscal 2002,  $1.0 million in fiscal 2001, and $1.0 million
in fiscal 2000.  Amortization of software development costs is computed based on
the  straight-line  method  over  the  software's  estimated  economic  life  of
approximately two years. The Company recorded amortization of $1.1 million, $1.0
million, and $1.0 million in fiscal 2002, 2001 and 2000, respectively.

    GOODWILL  AND  INTANGIBLE  ASSETS.  Goodwill  represents  the  excess of the
aggregate  purchase  price over the fair value of the tangible and  identifiable
intangible  assets  acquired  by  the  Company.  Intangible  assets  consist  of
purchased   technology,   contract  rights   intangibles,   customer   installed
base/relationship, trademarks and tradenames, covenants not to compete, customer
backlog  and  capitalized  software.   Intangible  assets  are  amortized  on  a
straight-line  basis over their estimated useful lives which range from three to
ten years.  Amortization of intangible  assets was $61.1 million,  $17.0 million
and $15.1 million in fiscal 2002, 2001 and 2000, respectively.

    The Company periodically  evaluates its intangible assets for indications of
impairment.  If this evaluation indicates that the value of the intangible asset
may be impaired,  an assessment of the  recoverability of the net carrying value
of the  asset  over  its  remaining  useful  life is  made.  If this  assessment
indicates that the intangible asset is not  recoverable,  based on the estimated
undiscounted  future cash flows of the entity or  technology  acquired  over the
remaining  amortization period, the net carrying value of the related intangible
asset will be reduced to fair value and/or the remaining amortization period may
be adjusted.  In fiscal 2002,  the Company  recognized  an aggregate  impairment


                                       62



charge  of $3.8  million  to reduce  the  amount of  certain  intangible  assets
associated with prior acquisitions to their estimated fair value.  Approximately
$3.7  million  and  $0.1  million  are  included  in  integration   expense  and
amortization of intangible assets, respectively, on the statement of operations.
The impairment charge is primarily  attributable to certain technology  acquired
from, and goodwill  related to the acquisition of Stanza,  Inc. in 1999.  During
the fourth  quarter of fiscal  2002,  the Company  determined  that it would not
allocate  future  resources to assist in the market growth of this technology as
products offered by Avant!  provide customers with similar  capabilities as well
as  additional  functionality  and does not  anticipate  any future sales of the
product.

    In fiscal 2001,  the Company  recognized an aggregate  impairment  charge of
$2.2 million to reduce the amount of certain  intangible  assets associated with
prior acquisitions to their estimated fair value. Approximately $1.8 million and
$0.4  million are included in cost of revenues and  amortization  of  intangible
assets,  respectively,  on the statement of operations. The impairment charge is
attributable to certain  technology  acquired from, and goodwill  related to the
acquisition of Eagle Design Automation,  Inc. in 1997. During the fourth quarter
of  fiscal  2001,  the  Company  determined  that it would not  allocate  future
resources  to  assist  in the  market  growth  of this  technology  and does not
anticipate  any  future  sales of the  product.  There  were no  impairments  of
intangible assets in fiscal 2000.

     ACCOUNTS  PAYABLE AND  ACCRUED  LIABILITIES.  Accounts  payable and accrued
liabilities consist of:

                                                        OCTOBER 31,
                                             ----------------------------------
                                                   2002             2001
                                             ----------------- ----------------
                                                      (IN THOUSANDS)
     Payroll and related benefits.........     $   106,155       $    90,356
     Other accrued liabilities............         121,995            25,487
     Accounts payable.....................          18,639            19,429
                                             ----------------- ----------------
               Total......................     $   246,789       $   135,272
                                             ================= ================

     DEFERRED  COMPENSATION PLAN. The Company maintains a deferred  compensation
plan (the Plan)  which  permits  certain  employees  to defer up to 50% of their
annual  cash  base   compensation   or  100%  of  their  annual  cash   variable
compensation.  Distributions  from the Plan are generally payable upon cessation
of employment  over five to 15 years or as a lump sum payment,  at the option of
the employee.  Undistributed amounts under the Plan are subject to the claims of
the Company's  creditors.  As of October 31, 2002 and 2001, the invested amounts
under the Plan total  $22.8  million  and $15.6  million  respectively,  and are
recorded as a long-term asset on the Company's  balance sheet. As of October 31,
2002 and 2001,  the  Company  has  recorded  $22.9  million  and $16.7  million,
respectively, as a long-term liability to recognize undistributed amounts due to
employees.

    INCOME  TAXES.  The Company  accounts  for income  taxes using the asset and
liability method. Under the asset and liability method,  deferred tax assets and
liabilities  are  recognized  for the future tax  consequences  attributable  to
differences  between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases and operating loss and tax credit
carryforwards.  Deferred tax assets and  liabilities  are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
income in the period that includes the enactment date.



                                       63


    EARNINGS  PER  SHARE.  Basic  earnings  per  share  is  computed  using  the
weighted-average  number  of  shares  outstanding  during  the  period.  Diluted
earnings  per  share is  computed  using the  weighted-average  number of common
shares  and  dilutive  stock  options   outstanding   during  the  period.   The
weighted-average  dilutive  stock  options  outstanding  is  computed  using the
treasury stock method.  Due to the net loss incurred for fiscal 2002, the effect
of employee stock options is anti-dilutive.

    The following is a reconciliation of the weighted-average common shares used
to calculate  basic net income per share to the  weighted-average  common shares
used to calculate diluted net income per share.



                                                            YEAR ENDED OCTOBER 31,
                                                  --------------------------------------------
                                                      2002           2001           2000
                                                  -------------- -------------- --------------
                                                                (IN THOUSANDS)
                                                                       
        Weighted-average common shares for
           basic net income per share........        66,808         60,601          68,510
        Weighted-average stock options
           outstanding.......................           --           4,058           2,488
                                                  -------------- -------------- --------------
        Weighted-average shares for diluted
           net income per share..............        66,808         64,659          70,998
                                                  ============== ============== ==============



    The effect of dilutive  employee stock options excludes  approximately  28.0
million,  3.8 million and 13.0 million stock  options for fiscal 2002,  2001 and
2000,   respectively,   which  were   anti-dilutive   for   earnings  per  share
calculations.

    STOCK-BASED COMPENSATION.  As permitted by Statement of Financial Accounting
Standards No. 123,  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION  (SFAS 123),  the
Company has elected to use the intrinsic  value method  prescribed by Accounting
Principles  Board Opinion No. 25,  ACCOUNTING FOR STOCK ISSUED TO EMPLOYEES (APB
25), to measure compensation expense for stock-based awards to employees.

    RECLASSIFICATIONS.  Certain  prior year amounts have been  reclassified  to
conform to current year presentation.

NOTE 3. BUSINESS COMBINATIONS AND DIVESTITURES

    PURCHASE  COMBINATIONS.  During  fiscal 2002 and 2000,  the  Company  made a
number of  purchase  acquisitions.  Pro forma  results of  operations  have been
presented  only for the  inSilicon  and Avant!  mergers since the effects of the
remaining  2002  and  2000  acquisitions  are  not  material  to  the  Company's
consolidated  financial  position,  results of  operations or cash flows for the
periods presented.  The consolidated  financial statements include the operating
results of each  business from the date of  acquisition.  There were no purchase
transactions during fiscal 2001.

    For each  acquisition,  the excess of the purchase  price over the estimated
value of the net tangible  assets  acquired was allocated to various  intangible
assets,   consisting   primarily  of   developed   technology,   customer-   and
contract-related   assets  and  goodwill.   The  values  assigned  to  developed
technologies  related to each acquisition were based upon future discounted cash
flows related to the existing products' projected income streams.

    The amounts allocated to purchased  in-process research and development were
determined  through  established  valuation  techniques  in the  high-technology
industry and were expensed upon acquisition  because  technological  feasibility
had not been established and no future alternative uses existed.


                                       64



ACQUISITION OF AVANT! CORPORATION.

    On June 6, 2002 (the closing  date),  the Company  completed the merger with
Avant!.

    REASONS FOR THE ACQUISITION. The Board of Directors unanimously approved the
merger with Avant!  at its December 1, 2001  meeting.  In  approving  the merger
agreement, the Board of Directors consulted with legal and financial advisors as
well as with  management  and  considered  a number of  factors.  These  factors
include  the fact that the merger is  expected  to enable  Synopsys to offer its
customers a complete end-to-end solution for system-on-chip design that includes
Synopsys' logic synthesis and design  verification  tools with Avant!'s advanced
place and route,  physical  verification  and design  integrity  products,  thus
increasing  customers'  design  efficiencies.   By  increasing  customer  design
efficiencies,  Synopsys  expects  to be able to  better  compete  for  customers
designing the next generation of semiconductors.  Further,  by gaining access to
Avant!'s  physical  design  and  verification  products,  as well  as its  broad
customer base and relationships,  Synopsys will gain new opportunities to market
its existing products.  The foregoing  discussion of the information and factors
considered  by the Board of  Directors  is not  intended  to be  exhaustive  but
includes the material factors considered by the Board of Directors.

    PURCHASE PRICE.  Holders of Avant! common stock received 0.371 of a share of
Synopsys  common stock  (including  the  associated  preferred  stock rights) in
exchange  for each share of Avant!  common  stock owned as of the closing  date,
aggregating  14.5 million shares of Synopsys common stock. The fair value of the
Synopsys shares issued was based on a per share value of $54.74,  which is equal
to  Synopsys'  average  last  sale  price per share as  reported  on the  Nasdaq
National Market for the trading-day period two days before and after December 3,
2001, the date of the merger agreement.

    The total purchase consideration consists of the following:

           (IN THOUSANDS)
           Fair value of Synopsys common stock issued             $   795,388
           Acquisition related costs                                   37,397
           Facilities closure costs                                    62,638
           Employee severance costs                                    51,014
           Fair value of options to purchase  Synopsys  common
             stock  issued, less $8.1  million  representing
             the  portion of the  intrinsic value of Avant!'s
             unvested options  applicable to the remaining
             vesting period                                            63,033
                                                                 --------------
                                                                  $ 1,009,470
                                                                 ==============

    The acquisition-related costs of $37.4 million consist primarily of banking,
legal and accounting  fees,  printing costs,  and other directly related charges
including contract termination costs of $6.3 million.

    Facilities  closure costs at the closing date include $54.2 million  related
to Avant!'s corporate headquarters. After the merger, the functions performed in
the buildings were consolidated into Synopsys' corporate facilities. The lessors
have brought a claim against  Avant!  for the future  amounts  payable under the
lease agreements.  The amount accrued at the closing date is equal to the future
amounts  payable  under  the  related  lease  agreements,  without  taking  into
consideration  in the  accrual any  defenses  the Company may have to the claim.
Resolution of this  contingency  at an amount  different  from that accrued will
result in an increase or decrease in the purchase  consideration  and the amount
will be allocated to goodwill.  Subsequent to October 31, 2002, Synopsys settled
all of the claims of the landlord of two of these  buildings  for $7.4  million.
The remaining facilities closure costs at the closing date totaling $8.4 million
represents the present value of the future obligations under certain of Avant!'s
lease  agreements which the Company has or intend to terminate under an approved
facilities  exit plan plus  additional  costs  expected to be incurred  directly
related to vacating such facilities.


                                       65



    Employee  severance costs include (i) $39.6 million in cash paid to Avant!'s
Chairman of the Board,  consisting of severance plus a cash payment equal to the
intrinsic value of his in-the-money stock options at the closing date, (ii) $5.1
million in cash severance payments paid to redundant employees  (primarily sales
and  corporate  infrastructure  personnel)  terminated  on or  subsequent to the
consummation  of the merger under an approved plan of termination and (iii) $6.3
million in termination  payments to certain  executives in accordance with their
respective  pre-merger  employment  agreements.   The  total  number  of  Avant!
employees terminated as a result of the merger was approximately 250.

    As of  October  31,  2002,  $89.7  million of costs  described  in the three
preceding  paragraphs  have been paid and $61.4  million of these costs have not
yet   been   paid.   The   following    table   presents   the   components   of
acquisition-related costs recorded, along with amounts paid during fiscal 2002.



                                                                            PAYMENTS
                                                                            THROUGH      BALANCE AT
                                 INITIAL                                  OCTOBER 31,    OCTOBER 31,
                                TOTAL COST   ADDITIONS      SUBTOTAL          2002          2002
 (IN THOUSANDS)                ----------- ------------ --------------- -------------- -------------
                                                                       
 Acquisition related costs      $   37,342        $ 55      $37,397         $33,557    $    3,840
 Facilities closure costs           62,638          --       62,638           5,377        57,261
 Employee severance costs           50,367         647       51,014          50,724           290
                                ----------- ---------- --------------- --------------- -------------
Total                           $  150,347       $ 702      151,049         $89,658    $   61,391
                                =========== ========== =============== =============== =============



     During the fourth  quarter of fiscal 2002,  additions were made to increase
the total acquisition  related costs including an increase to employee severance
costs totaling $0.6 million for actual amounts paid to such employees.

     The total  purchase  consideration  has been  allocated  to the  assets and
liabilities acquired,  including identifiable  intangible assets, based on their
respective fair values at the acquisition  date and resulting in excess purchase
consideration over the net tangible and identifiable  intangible assets acquired
of $369.5 million. The following unaudited condensed balance sheet data presents
the fair value of the assets and liabilities acquired (after certain adjustments
made during the fourth quarter to the preliminary  fair values of the assets and
liabilities acquired).

(IN THOUSANDS)
Assets acquired
   Cash, cash equivalents and short-term investments       $       241,313
   Accounts receivable                                              65,971
   Prepaid expenses and other current assets                        18,082
   Intangible assets                                               373,300
   Goodwill                                                        369,470
   Other assets                                                      3,875
                                                           ----------------
     Total assets acquired                                 $     1,072,011
                                                           ================

Liabilities acquired
   Accounts payable and accrued liabilities                $       173,998
   Deferred revenue                                                 30,080
   Income taxes payable                                             89,274
   Other liabilities                                                 4,651
                                                           ----------------
       Total liabilities acquired                          $       298,003
                                                           ================

    The initial  allocation of the purchase  price  included  certain assets and
liabilities  recorded  using  preliminary  estimates  of fair value.  During the
fourth quarter of 2002,  the value assigned to Avant!'s  investment in a venture
capital fund was reduced  from the  preliminary  value of $12.8  million to $5.0
million upon obtaining  additional  information on the venture funds  non-public
investments and subsequent sale of the investment to a third party. The decrease
in the fair value of the  investment  increased the  consideration  allocated to
goodwill by $7.8 million.  During the fourth  quarter of 2002,  the Company also
increased  the value of the  acquired  customs and use-tax  liabilities  by $2.5
million, resulting in a corresponding increase in goodwill.


                                       66



     ASSET HELD FOR SALE. As a result of the merger,  Synopsys acquired Avant!'s
physical libraries  business,  and Synopsys was obligated to offer and sell such
business  to  Artisan  Components,  Inc.  under  the  terms  of a  January  2001
non-compete  agreement,  under which Synopsys agreed not to engage,  directly or
indirectly, in the physical libraries business before January 3, 2003. As of the
closing date, the value  allocated to the acquired  libraries  business had been
recorded as net assets  held for sale,  based on the  estimated  future net cash
flows from the libraries  business in accordance with EITF 87-11,  ALLOCATION OF
PURCHASE  PRICE TO ASSETS TO BE SOLD.  During the fourth quarter of fiscal 2002,
management  determined  that  the  libraries  business  would  not be sold  and,
accordingly,  allocated  the fair  value  of the  libraries  business  as of the
closing date to the underlying  tangible assets and intangible  assets. The fair
value allocated to the tangible and intangible assets was $8.3 million, with the
remaining fair value allocated to goodwill.  This allocation is reflected in the
balance sheet as of October 31, 2002.

    GOODWILL AND INTANGIBLE  ASSETS.  Goodwill,  representing  the excess of the
purchase  price  over the fair value of  tangible  and  identifiable  intangible
assets  acquired  in the  merger,  will not be  amortized,  consistent  with the
guidance in SFAS 142 as discussed under Note 11 below.  The goodwill  associated
with the Avant!  acquisition is not deductible for tax purposes.  In addition, a
portion  of the  purchase  price was  allocated  to the  following  identifiable
intangible assets:

    INTANGIBLE ASSET                      (IN THOUSANDS)  ESTIMATED USEFUL LIFE
    ------------------------------------ --------------- -----------------------
    Core/developed technology                $189,800      3 years
    Contract rights intangible                 51,700      3 years
    Customer installed base/relationship      102,900      6 years
    Trademarks and tradenames                  17,700      3 years
    Covenants not to compete                    9,100      The life of the
                                                             related agreement
                                                             (2 to 4 years)
    Customer backlog                            2,100     3 years
                                         ---------------
    Total                                    $373,300
                                         ===============

     CONTRACT RIGHTS  INTANGIBLE.  Avant! had executed signed license agreements
and delivered the initial  configuration of licensed  technologies under ratable
license arrangements and had executed signed contracts to provide PCS over a one
to three year period, for which Avant! did not consider the fees to be fixed and
determinable  at the outset of the  arrangement.  There were no  receivables  or
deferred revenues recorded on Avant!'s  historical  financial  statements at the
closing date as the related  payments  were not yet due under  extended  payment
terms and deliveries are scheduled to occur over the terms of the  arrangements.
These ratable licenses and PCS arrangements  require future  performance by both
parties  and,  as such,  represent  executory  contracts.  The  contract  rights
intangible asset  associated with these  arrangements is being amortized to cost
of revenue over the related contract lives of three years.

     The amortization of intangible  assets,  with the exception of the contract
rights  intangible  and  core/developed  technology,  is included  in  operating
expenses in the  statement of  operations  for the fiscal year ended October 31,
2002.  Amortization of core/developed  technology and contract rights intangible
is included in cost of revenue.

     CADENCE  LITIGATION.  As the time of the acquisition of Avant!,  Avant! was
engaged in civil litigation with Cadence regarding alleged  misappropriation  of
trade secrets, among other things, by Avant! and certain individuals.

    In  connection  with the  merger,  Synopsys  entered  into a  policy  with a
subsidiary of American International Group, Inc., a AAA-rated insurance company,
whereby insurance was obtained for certain compensatory,  exemplary and punitive
damages,  penalties  and  fines  and  attorneys'  fees  arising  out of  pending
litigation between Avant! and Cadence.  The policy does not provide coverage for
litigation other than the Avant!/Cadence litigation.


                                       67



    The Company paid a total  premium of $335  million for the policy,  of which
$240 million was contingently refundable. The balance of the premium paid to the
insurer  ($95  million) is included  in  integration  expense for the year ended
October 31, 2002.  Under the policy the insurer is obligated to pay covered loss
up to a limit of liability  equaling (a) $500 million plus (b) interest accruing
at the fixed rate of 2%, compounded semi-annually, on $250 million (the interest
component),  as reduced by  previous  covered  losses.  Interest  earned on $250
million  is  included  in other  income,  net in the  post-merger  statement  of
operations.

    On November 13,  2002,  Cadence and  Synopsys  reached a  settlement  of the
litigation.  Under the terms of the agreement, Cadence will be paid $265 million
in two  installments--$20  million  on  November  22,  2002 and $245  million on
December  16,  2002.  In  addition,  Cadence  and  Synopsys  have  entered  into
reciprocal licenses  arrangements covering the intellectual property at issue in
the litigation.  As a result of the payment,  Synopsys has recognized expense of
approximately  $240.8  million,  which is equal to the  contingently  refundable
portion of the insurance  premium plus interest accrued on the restricted asset.
This  expense is  included  in other  income and  expense  on the  statement  of
operations.

ACQUISITION OF CO-DESIGN.

     On September 6, 2002, the Company completed the acquisition of Co-Design.

     REASONS FOR THE ACQUISITION. In approving the merger agreement,  management
considered a number of factors,  including (i) the acquisition will help promote
the development and adoption of the Superlog  language,  which Synopsys believes
can  increase  designer  productivity;   (ii)  the  combination  of  Co-Design's
technology  with Synopsys'  high-level  verification  and design  implementation
tools is expected  improve the  performance  Synopsys'  products;  and (iii) the
acquisition  gives Synopsys access to Co-Design's  highly-skilled  employees who
will help Synopsys improve its existing  products and facilitate the development
of new  products.  The  foregoing  discussion  of the  information  and  factors
considered by Synopsys' management is not intended to be exhaustive but includes
the material factors considered.

     PURCHASE PRICE.  Holders of Co-Design  common stock received  consideration
consisting of cash and notes  totaling  $32.7 million in exchange for all shares
of  Co-Design  common  stock  owned as of the merger  date.  The total  purchase
consideration consists of the following:

    (IN THOUSANDS)
    Cash paid and notes issued of $2.9 million for  Co-Design
      common stock                                                  $    32,651

     Acquisition related costs                                            1,038
     Fair value of options to purchase  Synopsys common stock
      issued, less $0.7  million  representing  the portion of
      the intrinsic value  of  Co-Design's   unvested  options
      applicable  to  the remaining vesting period                          593
                                                                 --------------
                                                                      $  34,282
                                                                ===============

    The   acquisition-related   costs  of  approximately  $1.0  million  consist
primarily of legal and  accounting  fees. As of October 31, 2002,  substantially
all of these acquisition-related costs have been paid.

     Total  consideration  for the  acquisition  and services  provided has been
allocated  to the total  assets  acquired  of $8.8  million,  total  liabilities
assumed  of  $5.3  million  and  notes  payable  of  $4.8   million,   including
identifiable  intangible  assets,  based on their  respective fair values at the
acquisition  date. The identifiable  intangible assets consist of core/developed
technology  totaling  $6.2 million  which is being  amortized  over an estimated
useful life of 10 years due to the fact that this  technology  is  essentially a
programming language.  The $4.8 million of notes are payable to former Co-Design
shareholders  in 2007 of which $1.9  million has been  included  in  integration
expense for  services  performed  in the  statement  of  operations.  If certain
milestones are met, the notes may be prepaid in fiscal 2004 and upon prepayment,
an additional  interest  component  totaling  approximately $1.0 million is also
payable.  The total purchase  consideration has been allocated to the assets and
liabilities acquired,  including identifiable  intangible assets, based on their
respective fair values at the  acquisition  date and resulted in excess purchase
consideration over the net tangible and identifiable  intangible assets acquired
of $27.7 million.


                                       68



ACQUISITION OF INSILICON CORPORATION (INSILICON).

     On September 20, 2002, the Company completed the acquisition of inSilicon.

     REASONS FOR THE ACQUISITION. In approving the merger agreement,  management
considered  a  number  of  factors,   including  the  complementary   nature  of
inSilicon's   portfolio  of  intellectual  property  blocks  and  Synopsys'  own
portfolio;  the fact that inSilicon had  established a per-use license model for
its IP products,  which would accelerate  Synopsys'  adoption of a per-use model
for its new and development-stage IP, inSilicon's relationships with chip design
teams,  inSilicon's  positive  reputation  as a vendor  of  high-quality  IP and
inSilicon's  highly-skilled  employee  base.  The  foregoing  discussion  of the
information and factors considered by Synopsys' management is not intended to be
exhaustive but includes the material factors considered.

     PURCHASE  PRICE.  Holders  of  inSilicon  common  stock  received  $4.05 in
exchange for each share of  inSilicon  common stock owned as of the merger date,
or approximately $65.4 million. The total purchase consideration consists of the
following:

     (IN THOUSANDS)
     Cash paid for inSilicon common stock                          $    65,386
     Acquisition related costs                                           6,221
     Fair value of options to purchase  Synopsys  common stock
      issued, less $1.7  million  representing  the  portion of
      the intrinsic value  of  inSilicon's  unvested options
      applicable to the remaining vesting period                         2,975
                                                                   ------------
                                                                   $    74,582
                                                                   ============

    The acquisition-related costs of $6.2 million consist primarily of legal and
accounting fees of $1.8 million,  and other directly  related charges  including
contract   termination  costs  of  $3.3  million,  and  restructuring  costs  of
approximately   $0.8  million.   As  of  October  31,  2002,   $3.4  million  of
acquisition-related  costs have been paid.  Of the balance  remaining at October
31, 2002, $2.2 million represents outstanding contract termination costs.

    The total  purchase  consideration  has been  allocated  to the  assets  and
liabilities acquired,  including identifiable  intangible assets, based on their
respective fair values at the acquisition  date,  resulting in goodwill of $22.2
million.  The following unaudited condensed balance sheet data presents the fair
value of the assets and liabilities acquired.

(IN THOUSANDS)
Assets acquired
   Cash, cash equivalents and short-term investments          $   24,908
   Accounts receivable                                             2,428
   Prepaid expenses and other current assets                       7,463
   Core/developed technology                                      15,100
   Customer backlog                                                1,200
   Goodwill                                                       22,160
   Other assets                                                    1,290
                                                           ----------------
     Total assets acquired                                    $   74,549
                                                           ================

Liabilities acquired
   Accounts payable and accrued liabilities                   $    8,242
   Deferred revenue                                                1,137
   Income taxes payable                                              463
   Other liabilities                                               1,736
                                                           ----------------
     Total liabilities acquired                               $   11,578
                                                           ================


                                       69



    GOODWILL AND INTANGIBLE  ASSETS.  Goodwill,  representing  the excess of the
purchase  consideration  over  the  fair  value  of  tangible  and  identifiable
intangible assets acquired in the merger will not be amortized,  consistent with
the  guidance  in SFAS  142 as  discussed  under  Note 11  below.  The  goodwill
associated with the inSilicon acquisition is not deductible for tax purposes.

     inSilicon had executed signed contracts with five of its major customers to
provide IP licenses,  including  significant  modifications to the IP license in
order to meet unique  customer  requirements.  The value  associated  with these
contracts was determined by quantifying the projected cash flow related to these
contracts,  discounted to present value,  and is recorded as customer backlog in
intangible assets in the consolidated balance sheets.

     Intangible  assets are being amortized over their estimated  useful life of
three  years.  The  amortization  of  intangible  assets is  included in cost of
revenue in the  statement of  operations  for the fiscal year ended  October 31,
2002.

     UNAUDITED PRO FORMA RESULTS OF OPERATIONS. The following table presents pro
forma results of operations and gives effect to the Avant! and inSilicon mergers
as if the mergers were  consummated on November 1, 2000. The unaudited pro forma
results  of  operations  are  not  necessarily  indicative  of  the  results  of
operations  had the  Avant!  and  inSilicon  mergers  actually  occurred  at the
beginning of fiscal 2001, nor is it necessarily  indicative of future  operating
results:

                                                       YEAR ENDED
                                          ----------------------------------
                                               OCTOBER 31,      OCTOBER 31,
                                                   2002            2001
                                          ----------------- ----------------
                                        (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

         Revenues                           $   1,186,916    $ 1,100,249
         Net income                         $     117,494    $    78,909
         Basic earnings per share           $        1.56    $      1.05
         Weighted average common shares
            outstanding                            75,311         75,131
         Diluted earnings per share         $        1.49    $      0.98
         Weighted average common shares
            and dilutive stock options
            outstanding                            78,656         80,180

    The  unaudited  pro forma  results  of  operations  for each of the  periods
presented  exclude  non-recurring  merger costs of $335.8 million for the Avant!
insurance  policy  premium,  $82.5  million for IPRD  resulting  from the Avant!
merger,  $5.2 million for IPRD  resulting  from the  inSilicon  merger and $21.0
million and $268.1  million for Avant!'s  pre-merger  litigation  settlement and
other  related  costs  incurred  in fiscal  2002 and 2001,  respectively.  These
expenses are included in the historical consolidated statement of operations.

    INTEGRATION COSTS. Non-recurring integration costs incurred relate to merger
activities which are not included in the purchase  consideration  under Emerging
Issues  Task Force  Number  95-3 (EITF  95-3),  RECOGNITION  OF  LIABILITIES  IN
CONNECTION  WITH A PURCHASE  BUSINESS  COMBINATION.  These costs are expensed as
incurred.  During fiscal 2002,  integration costs totaled $128.5 million.  These
costs  consisted  primarily of (i) $95.0 million  related to the premium for the
insurance  policy  acquired in conjunction  with the Avant!  merger,  (ii) $14.7
million  related to  write-downs  of Synopsys  facilities and property under the
approved facility exit plan for the Avant!  merger, (iii) $10.0 million and $0.7
million  related to severance  costs for Synopsys  employees who were terminated
and costs  associated  with transition  employees as a result of the Avant!  and
inSilicon mergers,  respectively,  (iv) $1.3 million related to the write-off of
software licenses owned by Synopsys which were originally purchased from Avant!,
(v)  $3.7  million  goodwill  impairment  charge  related  to a  prior  Synopsys
acquisition as a result of the  acquisition of Avant!  and (vi) $1.2 million and
$1.9 million of other expenses  including travel and certain  professional  fees
for the Avant! and Co-Design mergers, respectively.


                                       70



    PRIOR YEAR BUSINESS  COMBINATIONs AND DIVESTITURES.  On January 4, 2001, the
Company sold the assets of its silicon libraries business to Artisan Components,
Inc.  for a total sales price of $15.5  million,  including  common stock with a
fair value on the date of sale of $11.4 million,  and cash of $4.1 million.  The
net  book  value of the  assets  sold was $1.4  million.  Expenses  incurred  in
connection with the sale were $3.5 million.  The Company  recorded a gain on the
sale of the business of $10.6 million, which is included in other income, net in
2001.  Direct  revenue for the silicon  libraries  business was $0.2 million and
$4.3 million for the fiscal years 2001 and 2000, respectively.

    There were no business combinations completed in fiscal 2001.

    In fiscal 2000, the Company  acquired (i) VirSim, a software  product,  from
Innoveda, Inc., for a purchase price of approximately $7.0 million in cash, (ii)
The Silicon Group,  Inc., a privately held provider of integrated circuit design
and intellectual  property  integration  services,  for a purchase price of $3.0
million,  including cash payments of $1.8 million and a reserve of approximately
34,000  shares of common  stock for  issuance  under The Silicon  Group's  stock
option plan which was assumed in the transaction, and (iii) Leda, S.A. (Leda), a
privately  held provider of RTL  coding-style-checkers,  for a purchase price of
$7.7  million,  including  cash  payments of $7.5  million.  Approximately  $1.7
million of the Leda  purchase  price was  allocated to  in-process  research and
development  and charged to operations  because the acquired  technology had not
reached  technological  feasibility  and had no  alternative  uses. The purchase
price of each of these  transactions  was  allocated to the acquired  assets and
liabilities  based  on  their  estimated  fair  values  as of  the  date  of the
respective  acquisition.  Amounts allocated to developed technology and goodwill
are being amortized on a straight-line  basis over periods ranging from three to
five years.  Beginning  November 1, 2002,  amounts allocated to goodwill will no
longer be amortized in accordance with FAS 142 as discussed below under Note 11.

    NOTE 4. FINANCIAL INSTRUMENTS

    CASH, CASH EQUIVALENTS AND  INVESTMENTS.  All cash  equivalents,  short-term
investments,    and   non-current    investments   have   been   classified   as
available-for-sale securities and are detailed as follows:




                                                                NET         NET
                                                            UNREALIZED   UNREALIZED    ESTIMATED
                                                  COST         GAINS       LOSSES     FAIR VALUE
                                              ------------- ------------ ------------ ------------
                                                                          
OCTOBER 31, 2002                                                (IN THOUSANDS)
Classified as current assets:
   Cash.................................      $   129,044    $      --      $  --     $   129,044
   Money market funds...................          183,536           --         --         183,536
   Tax-exempt municipal obligations.....          101,904          249         --         102,153
   Municipal auction rate preferred stock             --            --         --             --
                                              ------------- ------------ ------------ ------------
                                                  414,484          249         --         414,733
Classified as non-current assets:
   Equity securities....................           25,113       14,273         --          39,386
                                              ------------- ------------ ------------ ------------
     Total..............................      $   439,597    $  14,522      $  --     $   454,119
                                              ============= ============ ============ ============

OCTOBER 31, 2001
Classified as current assets:
   Cash.................................      $    47,383    $      --      $  --     $    47,383
   Money market funds...................          224,313           --         --         224,313
   Tax-exempt municipal obligations.....          188,714        1,751         --         190,465
   Municipal auction rate preferred stock          14,275           --         --          14,275
                                              ------------- ------------ ------------ ------------
                                                  474,685        1,751         --         476,436
Classified as non-current assets:
   Equity securities....................           38,577       23,122         --          61,699
                                              ------------- ------------ ------------ ------------
     Total..............................      $   513,262    $  24,873      $  --     $   538,135
                                              ============= ============ ============ ============



                                       71



    Short-term investments include tax-exempt municipal  obligations,  which may
have underlying  maturities of more than one year. However, such investments may
have put options or reset dates within three years that meet high credit quality
standards as specified in the Company's  investment policy. At October 31, 2002,
the underlying  maturities of the Company's  investments are $8.0 million within
one year,  $39.9 million within one to five years,  $15.1 million within five to
ten years and $39.1 million  after ten years.  These  investments  are generally
classified as available for sale,  and are recorded on the balance sheet at fair
market value with unrealized gains or losses reported as a separate component of
accumulated other comprehensive income, net of tax. Realized gains and losses on
sales of short-term investments have not been material.

    STRATEGIC INVESTMENTS. The Company's strategic investment portfolio consists
of minority equity  investments in publicly traded  companies and investments in
privately held companies,  many of which can still be considered in the start-up
or development stages. The securities of publicly traded companies are generally
classified as  available-for-sale  securities  accounted for under  Statement of
Financial  Accounting  Standards No. 115,  ACCOUNTING FOR CERTAIN INVESTMENTS IN
DEBT AND EQUITY  SECURITIES  (SFAS 115),  and are  reported at fair value,  with
unrealized  gains  or  losses,  net of tax,  recorded  as a  component  of other
comprehensive  income in  stockholders'  equity.  The cost of securities sold is
based on the specific  identification  method.  The securities of privately held
companies are reported at the lower of cost or fair value.

    During the years ended October 31, 2002 and 2001 the Company determined that
certain strategic investments, with an aggregate value of $16.3 million and $9.4
million,  respectively,  were  impaired,  and that the impairment was other than
temporary.  Accordingly,  the Company recorded a charge of  approximately  $11.3
million and $5.8 million  during  fiscal 2002 and 2001,  respectively,  to write
down the carrying value of the investments. The impairment charge is included in
other income,  net. The Company reviews its investments in non-public  companies
on a quarterly basis and estimates the amount of any impairment  incurred during
the current period based on specific  analysis of each  investment,  considering
the  activities  of and events  occurring  at each of the  underlying  portfolio
companies  during the quarter.  The  Company's  portfolio  companies  operate in
industries  that are rapidly  evolving  and  extremely  competitive.  For equity
investments  in  non-public  companies  for which there is not a market in which
their value is readily  determinable,  the Company  assesses each investment for
indicators of impairment at each quarter end based  primarily on  achievement of
business plan objectives and current market conditions, among other factors. The
primary business plan objectives the Company  considers  include  achievement of
planned  financial  results,  completion  of  capital  raising  activities,  the
launching of technology, the hiring of key employees and overall progress on the
portfolio  company's  business plan. If it is determined  that an impairment has
occurred with respect to an investment in a portfolio company, in the absence of
quantitative  valuation metrics,  management estimates the impairment and/or the
net  realizable  value  of  the  portfolio   investment  based  on  public-  and
private-company  market  comparable  information  and  valuations  completed for
companies  similar to Synopsys'  portfolio  companies.  There were no impairment
charges recorded during fiscal 2000.

    DERIVATIVE  FINANCIAL  INSTRUMENTS.  Available-for-sale  equity  investments
accounted  for under SFAS 115 are  subject to market  price  risk.  From time to
time, the Company enters into and designates forward contracts to hedge variable
cash flows from  anticipated  sales of these  investments.  In accounting  for a
derivative  designated as a cash flow hedge, the effective portion of the change
in fair value of the  derivative  is initially  recorded in other  comprehensive
income and reclassified  into earnings when the hedged  anticipated  transaction
affects earnings. The ineffective portion of the change in the fair value of the
derivative is recognized in earnings immediately.

    The Company's objective for entering into derivative contracts is to lock in
the price of selected equity holdings while  maintaining the rights and benefits
of ownership until the anticipated sale occurs. The forecasted sale selected for
hedging is determined by market  conditions,  up-front costs, and other relevant
factors.  The Company has generally selected forward sale contracts to hedge its
market price risk.


                                       72



    Changes  in the spot  rate of the  forward  sale  contracts  designated  and
qualifying  as cash flow  hedges of the  forecasted  sale of  available-for-sale
investments  accounted  for under SFAS 115 are  reported in other  comprehensive
income.  The notional amount of the forward designated as the hedging instrument
is equal to the available-for-sale  securities being hedged. In addition,  hedge
effectiveness  is assessed  based on the changes in spot  prices.  As such,  the
hedging relationship is perfectly effective,  both at inception of the hedge and
on an on-going basis. The difference  between the contract price and the forward
price, which is generally not material, is reflected in other income.

    The Company has entered into forward sale  contracts in fiscal 2001 and 2000
with a major  financial  institution  for the sale  through  April  10,  2003 of
certain of the Company's strategic investments.  During fiscal 2001, the Company
physically  settled  certain  forward  contracts.  The net  gain on the  forward
contracts  was  offset  by  the  net  loss  on  the  related  available-for-sale
investment since inception of the hedge, with any gain or loss reclassified from
other comprehensive  income to other income. As of October 31, 2002, the Company
has forward sale contracts outstanding for 46,790 shares of Broadcom Corporation
stock at a forward price of $222.72.  As of October 31, 2002,  the excess of the
fair  market  value of the  forward  sale price over cost has been  recorded  in
stockholders' equity as a component of accumulated other comprehensive income.

    In fiscal 2002, the Company  recorded a net realized gain on the sale of the
available-for-sale  investments of $22.7 million (net of premium  amortization).
As of October 31,  2002,  the Company has  recorded  $7.6  million in  long-term
investments  due  to  locked-in  unrealized  gains  on  the   available-for-sale
investments.  As of October 31, 2002,  the maximum length of time over which the
Company  is  hedging  its  exposure  to the  variability  in future  cash  flows
associated with the forward sale contracts is 6 months.

    FOREIGN CURRENCY  HEDGING.  The Company conducts business on a global basis.
Consequently,  the Company  enters into foreign  currency  forward  contracts to
reduce the impact of certain currency  exposures.  As of October 31, 2002, 2001,
and 2000,  the  Company had $305.1  million,  $72.2  million and $47.5  million,
respectively of short-term foreign currency forward contracts outstanding. These
contracts  are  denominated   primarily  in  the  Euro  and  Japanese  yen.  The
outstanding  forward  contracts have maturities that expire in approximately one
month from the balance sheet date. For fair value hedges, foreign currency gains
and losses on forward  contracts and their  underlying  balance sheet  exposures
resulting  from market  adjustments  are included in earnings.  Gains and losses
related to these  instruments  for the fiscal years ended October 31, 2002, 2001
and 2000 were not  material.  The Company  also uses  forward  foreign  currency
contracts  to hedge cash flow  exposures  resulting  from the impact of currency
exchange rate  fluctuations on forecasted  receivables.  As of October 31, 2002,
the unrealized gain of approximately $10.0 million on these forward contracts is
recorded in  stockholders'  equity,  net of tax, as a component  of  accumulated
other comprehensive income.

    OTHER  COMPREHENSIVE   INCOME.   Other   comprehensive   income  includes  a
reclassification   adjustment   related  to  unrealized  gains  on  investments,
accumulated net translation  adjustments and unrealized gains on certain foreign
currency  forward  contracts  that qualify as cash flow hedges.  In fiscal 2002,
2001 and 2000, the  reclassification  adjustment is $5.8 million,  $33.7 million
and $8.9  million,  respectively.  The  reclassification  amount  adjusts  other
comprehensive  income  for  gains on the sale of  available-for-sale  securities
realized during the current year and included in other  comprehensive  income as
unrealized holding gains in the period in which such unrealized gains arose. The
reclassification  adjustment is net of income tax expense of $3.8 million, $21.6
million and $6.0 million, respectively, in fiscal 2002, 2001 and 2000.

    DEBT. As of October 31, 2002,  the Company's  debt consisted of $0.1 million
for equipment  leases and $5.1 million for notes payable related to acquisitions
payable   through  2007.   In  fiscal  2002,   the  Company  was  also  assessed
approximately $1.4 million to secure bonds related to certain property taxes. As
of October 31, 2001,  the Company's debt consisted of $0.1 million for equipment
leases and $0.3 million of notes  payable from  acquisitions.  The fair value of
the Company's long-term debt approximates the carrying amount.


                                       73



NOTE 5. COMMITMENTS AND CONTINGENCIES

    The Company  leases its domestic and foreign  facilities  and certain office
equipment under operating leases. Rent expense was $33.7 million,  $30.0 million
and $29.1 million in fiscal 2002, 2001 and 2000,  respectively.  During December
2000, the Company entered into a sublease  agreement for a portion of its office
space through May 2003.  Monthly lease payments of $912,000 began on December 1,
2000. In November 2002, the sub-lessee  prepaid monthly lease payments  totaling
$8.1 million.

    Future  minimum  lease  payments on all  facility  operating  leases (net of
sublease income) as of October 31, 2002 are as follows:




                                              MINIMUM
                                               LEASE
                                            PAYMENTS (1)   LEASE INCOME        NET
                                           -------------- -------------- --------------
     FISCAL YEAR                                         (IN THOUSANDS)
                                                               
     2003................................  $    31,222      $  (7,768)   $    23,454
     2004................................       30,163              -         30,163
     2005................................       24,673              -         24,673
     2006................................       24,286              -         24,286
     2007................................       20,147              -         20,147
     Thereafter..........................      103,221              -        103,221
                                           -------------- -------------- --------------
        Total minimum payments required..  $   233,712      $  (7,768)   $   225,944
                                           ============== ============== ==============



(1)  Minimum lease payments  exclude leases related to Avant!  facilities  which
     the Company intends to terminate under its approved facilities exit plan as
     these payments are included in the Facilities  Closure Costs portion of the
     Avant! merger accrual, described in Note 3.

NOTE 6. STOCKHOLDERS' EQUITY

    STOCK  REPURCHASE  PROGRAMS.  In July 2001, the Company's Board of Directors
authorized  stock  repurchase  programs under which Synopsys common stock with a
market value up to $500  million may be acquired in the open market.  This stock
repurchase  program  replaced all prior  repurchase  programs  authorized by the
Board.  Common  shares  repurchased  are  intended to be used for ongoing  stock
issuances  under the  Company's  employee  stock  plans and for other  corporate
purposes.  The July 2001 stock  repurchase  program expired on October 31, 2002.
During fiscal 2002,  2001 and 2000, the Company  purchased 3.9 million shares at
an average price of $44.20 per share,  6.6 million shares at an average price of
$50.00  per  share,  and 9.9  million  shares  at an  average  price of  $40.02,
respectively.

     PREFERRED  SHARES  RIGHTS  PLAN.  The  Company  has  adopted  a  number  of
provisions that could have anti-takeover  effects,  including a Preferred Shares
Rights Plan.  In addition,  the Board of Directors  has the  authority,  without
further action by its shareholders,  to fix the rights and preferences and issue
shares of authorized but undesignated  shares of Preferred Stock. This provision
and other provisions of the Company's Restated  Certificate of Incorporation and
Bylaws and the Delaware General Corporation Law may have the effect of deterring
hostile takeovers or delaying or preventing  changes in control or management of
the Company,  including  transactions  in which the  stockholders of the Company
might  otherwise  receive a premium for their  shares over then  current  market
prices. The preferred share rights expire on October 24, 2007.


                                       74



    EMPLOYEE  STOCK  PURCHASE  PLAN.  Under the Company's  1992  Employee  Stock
Purchase Plan 7,050,000  shares have been  authorized for issuance as of October
31, 2002. Under the ESPP,  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 (i) the beginning of a rolling two-year  offering period,
or (ii) the end of each semi-annual  purchase period.  During fiscal 2002, 2001,
and 2000 shares  totaling  627,941,  567,254,  and 512,988,  respectively,  were
issued under the plan at average per share prices of $33.85, $33.20, and $32.63,
respectively.  As of October 31,  2002,  2,885,283  shares of common  stock were
reserved for future issuance under the plan.

    STOCK OPTION PLANS.  Under the Company's 1992 Stock Option Plan (1992 Plan),
19,475,508 shares of common stock have been authorized for issuance. Pursuant to
the  1992  Plan,   the  Board  of  Directors  may  grant  either   incentive  or
non-qualified  stock options to purchase shares of the Company's common stock to
eligible  individuals  at not less than 100% of the fair  market  value of those
shares on the grant date.  Stock  options  generally  vest over a period of four
years and  expire  ten years from the date of grant.  As of  October  31,  2002,
3,523,486  shares of common stock are reserved for future  grants under the 1992
Plan.

    Under the Company's  Non-Statutory Stock Option Plan (1998 Plan), 26,623,534
shares of common stock have been  authorized for issuance.  Pursuant to the 1998
Plan, the Board of Directors may grant non-qualified stock options to employees,
excluding executive officers.  Exercisability,  option price and other terms are
determined  by the Board of  Directors,  but the option  price shall not be less
than 100% of the fair market value of the stock at the grant date. Stock options
generally vest over a period of four years and expire ten years from the date of
grant. At October 31, 2002,  4,817,722  shares of common stock were reserved for
future grants.

    Under the Company's 1994 Non-Employee Directors Stock Option Plan (Directors
Plan),  a total of  750,000  shares  have  been  authorized  for  issuance.  The
Directors Plan provides for automatic grants to each non-employee  member of the
Board of Directors upon initial appointment or election to the Board, reelection
and for annual  service on Board  committees.  Stock  options are granted at not
less than 100% of the fair market value of those shares on the grant date. Stock
options granted upon  appointment or election to the Board vest 25% annually but
may be exercised immediately. Stock options granted upon reelection to the Board
and for committee service vest 100% after the first year of continuous  service.
As of October 31, 2002,  71,839  shares of common stock were reserved for future
grants.

    The Company has assumed  certain  option plans in  connection  with business
combinations.  Generally,  these options were granted under terms similar to the
terms of the  Company's  stock  option  plans at prices  adjusted to reflect the
relative exchange ratios.  All assumed plans were terminated as to future grants
upon completion of each of the business combinations.


                                       75



    Additional  information  concerning stock option activity under all plans is
as follows:

                                                                 WEIGHTED-
                                                 OPTIONS          AVERAGE
                                               OUTSTANDING     EXERCISE PRICE
                                             ---------------- -----------------
                                              (IN THOUSANDS)
                                             ----------------
        Outstanding at October 31, 1999.....         13,031       $38.75
           Granted and assumed..............         16,220       $36.05
           Exercised........................         (1,554)      $27.37
           Canceled.........................         (2,952)      $41.35
                                             ----------------
        Outstanding at October 31, 2000.....         24,745       $37.39
           Granted..........................          5,967       $48.23
           Exercised........................         (2,605)      $33.14
           Canceled.........................         (2,187)      $39.80
                                             ----------------
        Outstanding at October 31, 2001.....         25,920       $40.10
           Granted..........................          4,081       $47.88
           Options assumed in acquisitions..          2,511       $37.16
           Exercised........................         (2,851)      $34.43
           Canceled.........................         (1,681)      $42.93
                                             ----------------
        Outstanding at October 31, 2002.....         27,980       $41.40
                                             ================

        Options exercisable at:
           October 31, 2000.................          6,619       $36.15
           October 31, 2001.................         10,405       $38.23
           October 31, 2002.................         15,230       $40.49

    The following table summarizes  information about stock options  outstanding
at October 31, 2002:



                                         OPTIONS OUTSTANDING
                               ----------------------------------------
                                              WEIGHTED-                    EXERCISABLE OPTIONS
                                               AVERAGE                  -------------------------
                                              REMAINING      WEIGHTED-                WEIGHTED-
                                             CONTRACTUAL      AVERAGE                  AVERAGE
               RANGE OF          NUMBER        LIFE (IN      EXERCISE     NUMBER      EXERCISE
           EXERCISE PRICES     OUTSTANDING     YEARS)         PRICE     EXERCISABLE     PRICE
        ---------------------- ------------ -------------- ------------ ------------ ------------
                              (IN THOUSANDS)                           (IN THOUSANDS)
                                                                     
           $0.003-- $32.25          7,317         7.12        $29.45         4,197      $28.96
          $32.38 -- $39.50          7,569         7.05        $37.31         4,863      $37.18
          $39.81 -- $49.60          6,512         8.08        $45.17         2,998      $45.07
          $49.83 -- $60.00          5,695         8.25        $54.68         2,591      $55.23
          $60.06 --$111.86            887         7.35        $61.79           581      $62.13
                               ------------                             ------------
           $0.003--$111.86         27,980         7.56        $41.40        15,230      $40.49
                               ============                             ============



    STOCK-BASED COMPENSATION. In accordance with APB 25, the Company applies the
intrinsic  value method in accounting for employee  stock options.  Accordingly,
the  Company  generally  recognizes  no  compensation  expense  with  respect to
stock-based   awards  to  employees.   The  Company  has  determined  pro  forma
information  regarding  net income and  earnings per share as if the Company had
accounted for employee  stock options under the fair value method as required by
SFAS No.  123.  The fair  value of these  stock-based  awards to  employees  was
estimated  using the  Black-Scholes  option pricing model,  assuming no expected
dividends and using the following weighted-average assumptions:

                                                 YEAR ENDED OCTOBER 31,
                                       -----------------------------------------
                                           2002           2001           2000
                                       -------------- -------------- -----------
                                                   STOCK OPTION PLANS
        Expected life (in years)....       4.9            4.4            3.9
        Risk-free interest rate.....       4.0%           4.8%           6.3%
        Volatility..................      59.0%          62.0%          58.3%
                                                          ESPP
        Expected life (in years)....       1.25           1.25           1.25
        Risk-free interest rate.....       2.1%           4.1%           6.1%
        Volatility..................      59.0%          62.0%          58.3%


                                       76



     For  pro  forma  purposes,  the  estimated  fair  value  of  the  Company's
stock-based awards to employees is amortized over the options' vesting period of
four  years and the  ESPP's  six-month  purchase  period.  The  weighted-average
estimated fair value of stock options  issued during fiscal 2002,  2001 and 2000
was  $25.74,  $25.62 and $15.96 per share,  respectively.  The  weighted-average
estimated fair value of share purchase rights under the ESPP during fiscal 2002,
2001 and 2000 was $16.84, $16.57 and $14.32 per share, respectively.

The  Company's  pro forma net income and  earnings per share data under SFAS No.
123 is as follows:



                                                           YEAR ENDED OCTOBER 31,
                                                  2002              2001              2000
                                             ---------------- ----------------- -----------------
                                                  (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                                                      
    Net income (loss)
      As reported under APB 25............    $   (199,993)    $     56,802     $     97,778
      Pro forma under SFAS No. 123........    $   (333,708)    $    (80,107)    $       (757)
    Earnings (loss) per share-- basic
      As reported under APB 25............    $      (2.99)    $       0.94     $       1.43
      Pro forma under SFAS No. 123........    $      (5.00)    $      (1.32)    $      (0.01)
    Earnings (loss) per share-- diluted
      As reported under APB 25............    $      (2.99)    $       0.88     $       1.38
      Pro forma under SFAS No. 123........    $      (5.00)    $      (1.32)    $      (0.01)



NOTE 7. INCOME TAXES

   The Company is entitled  to a  deduction  for federal and state tax  purposes
with respect to  employees'  stock option  activity.  The net reduction in taxes
otherwise  payable  arising from that  deduction has been credited to additional
paid-in capital.

    The  components  of the Company's  total income before  provision for income
taxes are as follows:


                                                 YEAR ENDED OCTOBER 31,
                                      ----------------------------------------
                                          2002          2001         2000
                                      ------------- ------------- ------------
                                                    (IN THOUSANDS)
    United States..................   $  (309,072)  $  93,187      $150,641
    Foreign........................        20,132      (9,654)       (4,703)
                                      ------------- ------------- ------------
                                      $  (288,940)  $  83,533     $ 145,938
                                      ============= ============= ============


                                       77


    The components of the provision (benefit) for income taxes are as follows:


                                                   YEAR ENDED OCTOBER 31,
                                       ----------------------------------------
                                           2002          2001         2000
                                       -------------- ------------ ------------
                                                    (IN THOUSANDS)
     Current:
        Federal.......................   $   9,605      $  80,783    $  62,644
        State.........................      (1,319)         7,758        8,949
        Foreign.......................      11,474          6,782        3,388
                                       -------------- ------------ ------------
                                            19,760         95,323       74,981
     Deferred:
        Federal.......................    (104,041)       (66,049)     (30,025)
        State.........................     (21,728)       (13,076)      (4,266)
        Foreign.......................      (2,398)        (5,460)      (3,394)
                                       -------------- ------------ ------------
                                          (128,167)       (84,585)     (37,685)
     Charge equivalent to the federal
        and state tax benefit related
        to employee stock options.....      19,460         15,993       10,864
                                       -------------- ------------ ------------
     Provision (benefit) for income
        taxes                            $ (88,947)     $  26,731    $  48,160
                                       ============== ============ ============

    The provision (benefit) for income taxes differs from the amount obtained by
applying the  statutory  federal  income tax rate to income (loss) before income
taxes as follows:


                                                    YEAR ENDED OCTOBER 31,
                                          -------------------------------------
                                              2002         2001         2000
                                          ------------ ------------ -----------
                                                      (IN THOUSANDS)
    Statutory federal tax................  $(101,129)    $ 29,236   $  51,078
    State tax, net of federal effect.....     (8,105)       2,611       5,555
    Tax credits..........................    (10,745)      (9,041)     (7,248)
    Tax benefit from foreign sales
       corporation/extraterritorial
       income exclusion..................     (2,827)      (2,780)     (3,146)
    Tax exempt income....................     (1,865)      (3,289)     (5,508)
    Foreign tax in excess of (less than)
       U.S. statutory tax................      1,553        2,679      (1,194)
    Non-deductible merger and acquisition
       expenses..........................      4,367        5,601       5,454
    In-process research and development
       expenses..........................     30,695           --         829
    Other................................       (891)       1,714       2,340
                                          ------------ ------------ -----------
                                          $  (88,947)   $  26,731   $  48,160
                                          ============ ============ ===========


                                       78



     Net deferred tax assets of $276.3  million and $170.4 million were recorded
at October 31, 2002 and October 31,  2001,  respectively.  The net  deferred tax
asset of $276.3  million for the year ended  October 31, 2002  includes  the tax
effects  of  the  parent   corporation,   Synopsys,   and  the  newly   acquired
corporations,  Avant!,  inSilicon,  and Co-Design.  The tax effects of temporary
differences  and  carryforwards  which give rise to significant  portions of the
deferred tax assets and liabilities are as follows:

                                                               OCTOBER 31,
                                                       ------------------------
                                                            2002         2001
                                                      -------------- -----------
                                                             (IN THOUSANDS)
 Net deferred tax assets:
   Deferred tax assets:
      Current:
        Net operating loss and tax credit carryovers   $   7,370     $   5,157
        Deferred revenue...........................      111,463       122,857
        Reserves and other expenses not currently
          deductible...............................       62,414        17,831
        Unrealized foreign exchange losses.........           --         1,839
        Insurance premiums.........................       94,213            --
        Other......................................       10,491         1,555
                                                      ------------- ------------
                                                         285,951       149,239
      Non-current:
        Net operating loss and tax credit carryovers      52,529         6,496
        Deferred compensation......................        9,247         5,907
        Deferred revenue...........................           --        11,883
        Depreciation and amortization..............       32,335         6,698
        Other......................................        2,148         1,258
                                                      ------------- ------------
                                                          96,259        32,242
                                                      ------------- ------------
   Total deferred tax assets.......................      382,210       181,481

     Deferred tax liabilities:
      Current:
        Unrealized foreign exchange losses.........       (3,084)           --
                                                      ------------- ------------
                                                          (3,084)           --
      Non-current:

        Unrealized gain on securities investments..       (5,256)       (9,196)

        Net capitalized software development costs.       (1,185)         (397)
        Intangible assets..........................      (96,358)           --
        Other......................................           --        (1,482)
                                                      ------------- ------------
                                                        (102,799)      (11,075)
                                                      ------------- ------------
 Total deferred tax liabilities....................     (105,883)      (11,075)
                                                      ------------- ------------

 Net deferred tax assets...........................    $ 276,327     $ 170,406
                                                      ============= ============

   At October 31,  2002,  the Company  believes  that it is more likely than not
that the results of future operations will generate sufficient taxable income to
realize the deferred tax assets.

   The  Company's  United  States  income tax  returns  for fiscal  years  ended
September 30, 1996 and September 30, 1995 are under examination and the Internal
Revenue  Service has proposed  certain  adjustments.  Management  believes  that
adequate  amounts have been  provided for any  adjustments  that may  ultimately
result from these examinations.


                                       79



   The  Company  has  federal tax loss  carryforwards  of  approximately  $117.5
million at October 31, 2002. The loss  carryforwards will expire in 2010 through
2020.  Because of the change in ownership  provisions  of the  Internal  Revenue
Code, a portion of the  Company's  loss  carryforwards  may be subject to annual
limitations.  The  annual  limitation  may result in the  expiration  of the net
operating  loss before  utilization.  The Company  also has net  operating  loss
carryforwards from Ireland operations of approximately $25.2 million. These loss
carryforwards will expire in 2005 through 2006. Management believes that all net
operating losses will be utilized and a valuation allowance is not necessary.

NOTE 8. SEGMENT DISCLOSURE

    Statement of  Financial  Accounting  Standards  No. 131,  DISCLOSURES  ABOUT
SEGMENTS  OF  AN  ENTERPRISE  AND  RELATED   INFORMATION  (SFAS  131),  requires
disclosures of certain information  regarding  operating segments,  products and
services,  geographic  areas of operation  and major  customers.  The method for
determining  what  information  to  report  under  SFAS  131 is  based  upon the
"management  approach,"  or the way  that  management  organizes  the  operating
segments within a company, for which separate financial information is available
that is evaluated  regularly  by the Chief  Operating  Decision  Maker (CODM) in
deciding how to allocate resources and in assessing performance.  Synopsys' CODM
is the Chief Executive Officer and Chief Operating Officer.

    The Company provides comprehensive design technology products and consulting
services  in the  electronic  design  automation  software  industry.  The  CODM
evaluates the performance of the Company based on profit or loss from operations
before income taxes not including  merger-related costs, in-process research and
development  and  amortization of intangible  assets.  For the purpose of making
operating  decisions,   the  CODM  primarily  considers  financial   information
presented on a consolidated basis accompanied by disaggregated information about
revenues by geographic region.  There are no differences  between the accounting
policies used to measure profit and loss for the Company  segment and those used
on a consolidated basis. Revenue is defined as revenues from external customers.

    The disaggregated financial information reviewed by the CODM is as follows:




                                                              YEAR ENDED OCTOBER 31,
                                                 -----------------------------------------
                                                      2002          2001         2000
                                                 ------------- ------------- ------------
                                                              (IN THOUSANDS)
                                                                   
        Revenue:
           Product...............................     245,193       163,924      434,077
           Service...............................     287,747       341,833      340,796
           Ratable license.......................     373,594       174,593        8,905
                                                  ------------- ------------ ------------
             Total revenue.......................  $  906,534    $  680,350  $   783,778
                                                  ============= ============ ============

        Gross margin before amortization of
           intangible assets and deferred stock
           compensation..........................  $  767,311    $  550,228  $   659,304
        Operating income before integration costs,
           in-process  research  and  development,
           amortization  of  intangible assets
           and  deferred  stock  compensation,
           and $95  million  of the insurance
           premium related to the Cadence
           litigation (1).........                 $  198,496    $   16,761  $   122,014



(1)           The total premium paid to the insurer was $335.8  million of which
              $95.0 million is included in operating income but is excluded from
              this table and  $240.8  million is  included  in other  income and
              expense in the Company's consolidated statement of operations.


                                       80


    There were no integration,  amortization  of deferred stock  compensation or
insurance settlement costs during fiscal 2001 and 2000. There were no in-process
research and development costs during fiscal 2001.

    A  reconciliation  of the  Company's  segment  gross margin to the Company's
gross margin is as follows:




                                                                YEAR ENDED OCTOBER 31.
                                                      --------------------------------------
                                                          2002         2001          2000
                                                      ------------ ------------- -----------
                                                                  (IN THOUSANDS)
                                                                       
        Gross margin before amortization of
          intangible assets and deferred stock
          compensation                                $  767,311   $   550,228  $   659,304
        Amortization of intangible assets and
          deferred stock compensation                    (33,936)           --           --
                                                      ------------ ------------ ------------
        Gross margin                                  $  733,375   $   550,228  $   659,304
                                                      ============ ============ ============



    Reconciliation  of the  Company's  segment  profit and loss to the Company's
operating income (loss) is as follows:



                                                                YEAR ENDED OCTOBER 31,
                                                      -------------------------------------------
                                                          2002           2001           2000
                                                      -------------- -------------- -------------
                                                                    (IN THOUSANDS)
                                                                          
        Operating  income  before  integration
          costs,  in-process research and
          development, amortization of intangible
          assets and deferred stock compensation,
          and $95 million of the insurance premium
          related to the Cadence litigation (1)...    $   198,496    $    16,761    $   122,014
        Integration costs........................        (128,528)            --             --
        In-process research and development......         (87,700)            --         (1,750)
        Amortization of intangible assets and
          deferred stock compensation............         (62,585)       (17,012)       (15,129)
                                                      -------------- -------------- -------------
        Operating (loss) income..................     $   (80,317)   $      (251)   $   105,135
                                                      ============== ============== =============



(1)           The total premium paid to the insurer was $335.8  million of which
              $95.0 million is included in operating income but is excluded from
              this table and  $240.8  million is  included  in other  income and
              expense in the Company's consolidated statement of operations.


                                       81



    Revenue and long-lived assets related to operations in the United States and
other geographic areas are as follows:

                                               YEAR ENDED OCTOBER 31,
                                     -------------------------------------------
                                         2002           2001           2000
                                     -------------- -------------- -------------
                                                   (IN THOUSANDS)
        Revenue:
           United States.........    $     591,526      $ 426,527  $     456,759
           Europe................          145,758        125,380        141,306
           Japan.................           95,413         69,850        130,698
           Other.................           73,837         58,593         55,015
                                     -------------- -------------- -------------
             Consolidated........    $     906,534  $     680,350  $     783,778
                                     ============== ============== =============

                                            OCTOBER 31,   OCTOBER 31,
                                               2002           2001
                                          -------------- --------------
        Long-lived assets:
           United States..............    $     162,360  $     176,330
           Other......................           22,680         15,974
                                          -------------- --------------
             Consolidated.............    $     185,040  $     192,304
                                          ============== ==============

    Geographic  revenue  data  for  multi-region,   multi-product   transactions
reflects internal  allocations and is therefore  subject to certain  assumptions
and the  Company's  methodology.  Revenue is not  reallocated  among  geographic
regions to reflect any re-mixing of licenses between different regions following
the  initial  product  shipment.  No one  customer  accounted  for more than ten
percent of the Company's consolidated revenue in the periods presented.

    The Company segregates revenue into five categories for purposes of internal
management  reporting:  Design  Implementation,  Verification  and Test,  Design
Analysis,  Intellectual Property (IP) and Professional  Services.  The following
table  summarizes the revenue  attributable  to each of the various  categories.
Revenue  attributable to products acquired from Avant!,  inSilicon and Co-Design
that  was  recognized  by  the  acquired   companies  prior  to  the  respective
acquisition date is not reflected in the following tables.  Revenue attributable
to such acquired  products after the acquisition date of the respective  company
is included in fiscal 2002.  As a result of the Avant!  merger,  the Company has
redefined its product  groups.  Prior period amounts have been  reclassified  to
conform to the new presentation.




                                                              YEAR ENDED OCTOBER 31,
                                                  --------------------------------------------
                                                       2002           2001           2000
                                                  -------------- -------------- --------------
                                                                (IN THOUSANDS)
                                                                       
        Revenue:
           Design Implementation.................   $   397,109    $   270,357    $   305,192
           Verification and Test.................       269,098        222,776        266,489
           Design Analysis.......................       119,469         40,658         44,220
           IP....................................        62,177         64,859         86,393
           Professional Services.................        58,681         81,700         81,484
                                                  -------------- -------------- --------------
             Consolidated........................     $ 906,534     $  680,350     $  783,778
                                                  ============== ============== ==============



                                       82


NOTE 9. TERMINATION OF AGREEMENT TO ACQUIRE IKOS SYSTEMS, INC.

    On July 2, 2001,  the Company  entered into an Agreement  and Plan of Merger
and Reorganization  (the IKOS Merger Agreement) with IKOS Systems,  Inc. (IKOS).
The IKOS Merger Agreement provided for the acquisition of all outstanding shares
of IKOS common stock by Synopsys.

     On December 7, 2001, Mentor Graphics  Corporation (Mentor) commenced a cash
tender  offer to acquire all of the  outstanding  shares of IKOS common stock at
$11.00 per share, subject to certain conditions. On March 12, 2002, Synopsys and
IKOS executed a termination  agreement by which the parties  terminated the IKOS
Merger  Agreement  and  pursuant to which IKOS paid  Synopsys  the $5.5  million
termination fee required by the IKOS Merger Agreement.  This termination fee and
$2.4  million of  expenses  incurred in  conjunction  with the  acquisition  are
included in other income,  net on the  consolidated  statement of operations for
the year  ended  October  31,  2002.  Synopsys  subsequently  executed a revised
termination  agreement  with  Mentor  and IKOS in order to add Mentor as a party
thereto.

NOTE 10. DEFERRED STOCK COMPENSATION

    In  connection  with the current  year  mergers,  the Company  also  assumed
unvested stock options held by Avant!,  inSilicon and Co-Design  employees.  The
Company has recorded  deferred stock  compensation  totaling $8.1 million,  $1.7
million and $0.7 million based on the intrinsic value of these assumed  unvested
stock options for Avant!,  inSilicon and Co-Design,  respectively.  The deferred
stock  compensation is amortized over the options'  remaining  vesting period of
one to three years.  During fiscal 2002, the Company  recorded  amortization  of
deferred stock compensation in each of the following expense  classifications in
the statement of operations:

(IN THOUSANDS)
Cost of revenues                           $   207
Research and development                       499
Sales and marketing                            234
General and administrative                     582
                                           ----------
Total                                      $ 1,522
                                           ==========

NOTE 11. EFFECT OF NEW ACCOUNTING STANDARDS

    In July  2001,  the  Financial  Accounting  Standards  Board  (FASB)  issued
Statements  of Financial  Accounting  Standards No. 141,  BUSINESS  COMBINATIONS
(SFAS 141),  and  GOODWILL  AND OTHER  INTANGIBLE  ASSETS  (SFAS 142).  SFAS 141
requires  that the  purchase  method  of  accounting  be used  for all  business
combinations  initiated  after June 30, 2001 and specifies  criteria  intangible
assets  acquired  in a  purchase  method  business  combination  must meet to be
recognized  apart from goodwill.  SFAS 142 requires that goodwill and intangible
assets  with  indefinite  useful  lives no longer be  amortized,  but instead be
tested for  impairment at least  annually in accordance  with the  provisions of
SFAS 142.

    The Company  adopted  SFAS 142 on November 1, 2002.  As of October 31, 2002,
unamortized  goodwill  is $434.6  million,  which  will no  longer be  amortized
subsequent to the adoption of SFAS 142.  Related goodwill  amortization  expense
for  fiscal  2002,  2001 and 2000 is $16.2  million,  $17.0  million  and  $15.1
million, respectively.

    The Company  adopted the provisions of SFAS 141 on July 1, 2001.  Under SFAS
141,  goodwill and intangible  assets with indefinite useful lives acquired in a
purchase business combination completed after June 30, 2001, but before SFAS 142
is  adopted,  will  not be  amortized  but will  continue  to be  evaluated  for
impairment in accordance with SFAS 121.  Goodwill and intangible assets acquired
in  business  combinations  completed  before  July 1, 2001 will  continue to be
amortized  and tested for  impairment  in  accordance  with  current  accounting
guidance until the date of adoption of SFAS 142.


                                       83



    Upon adoption of SFAS 142, the Company must evaluate its existing intangible
assets and goodwill acquired in purchase business  combinations prior to July 1,
2001, and make any necessary  reclassifications in order to conform with the new
criteria in SFAS 141 for recognition apart from goodwill.  Upon adoption of SFAS
142, the Company has assessed useful lives and residual values of all intangible
assets  acquired.  The  Company  has also  tested  goodwill  for  impairment  in
accordance  with the  provisions  of SFAS  142.  In  completing  its  impairment
analysis,  the  Company has  determined  that it has one  reporting  unit as the
company   operates  in  one  reportable   segment.   In  conjunction   with  the
implementation of SFAS No. 142, the Company has completed a goodwill  impairment
review  as of the  beginning  of  fiscal  2003  and  found no  impairment.  This
impairment  review was based on the fair value of the Company as  determined  by
its market capitalization.

    In July 2001, the FASB issued  Statement of Financial  Accounting  Standards
No. 143,  ACCOUNTING  FOR ASSET  RETIREMENT  OBLIGATIONS  (SFAS  143).  SFAS 143
requires  that  asset  retirement   obligations   that  are  identifiable   upon
acquisition,  construction  or  development  and during the operating  life of a
long-lived  asset be  recorded as a  liability  using the  present  value of the
estimated cash flows. A corresponding amount would be capitalized as part of the
asset's  carrying  amount and amortized to expense over the asset's useful life.
The Company is required to adopt the  provisions of SFAS 143 effective  November
1, 2002.  The  adoption  of SFAS 143 will not have a  significant  impact on its
financial position and results of operations.

    In August 2001, the FASB issued Statement of Financial  Accounting Standards
No. 144,  ACCOUNTING FOR THE  IMPAIRMENT OR DISPOSAL OF LONG-LIVED  ASSETS (SFAS
144), which addresses  financial  accounting and reporting for the impairment or
disposal of long-lived  assets and supersedes  SFAS No. 121,  ACCOUNTING FOR THE
IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, and
the  accounting  and reporting  provisions of APB Opinion No. 30,  REPORTING THE
RESULTS OF OPERATIONS FOR A DISPOSAL OF A SEGMENT OF A BUSINESS.  The Company is
required to adopt the provisions of SFAS 144 no later than November 1, 2002. The
adoption  of SFAS  144  will  not have a  significant  impact  on the  Company's
financial position and results of operations.

    In July 2002, the FASB issued  Statement of Financial  Accounting  Standards
No.  146  (SFAS  146),  ACCOUNTING  FOR EXIT OR  DISPOSAL  ACTIVITIES.  SFAS 146
addresses  the  recognition,  measurement,  and  reporting  of  costs  that  are
associated  with  exit and  disposal  activities,  including  costs  related  to
terminating a contract that is not a capital lease and termination benefits that
employees who are involuntarily terminated receive under the terms of a one-time
benefit  arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation  contract.  SFAS 146 supersedes Emerging Issues Task Force
Issue No. 94-3, LIABILITY  RECOGNITION FOR CERTAIN EMPLOYEE TERMINATION BENEFITS
AND OTHER  COSTS TO EXIT AN  ACTIVITY  (INCLUDING  CERTAIN  COSTS  INCURRED IN A
RESTRUCTURING)  and  requires  liabilities  associated  with  exit and  disposal
activities  to be expensed as incurred.  SFAS 146 will be effective  for exit or
disposal  activities of the Company that are initiated  after December 31, 2002.
The Company  believes  that the adoption of SFAS 146 will not have a significant
impact on the Company's financial position and results of operations.

    In  December  2002,  the  FASB  issued  Statement  of  Financial  Accounting
Standards  No.  148  (SFAS  148),  ACCOUNTING  FOR  STOCK-BASED  COMPENSATION  -
TRANSITION  AND  DISCLOSURE.  SFAS 148 amends FASB Statement No. 123 (SFAS 123),
ACCOUNTING  FOR  STOCK-BASED  Compensation,  to provide  alternative  methods of
transition  for a voluntary  change to the fair value based method of accounting
for  stock-based  employee  compensation.  In  addition,  SFAS  148  amends  the
disclosure  requirements  of SFAS 123 to require  prominent  disclosures in both
annual and  interim  financial  statements  about the method of  accounting  for
stock-based employee  compensation and the effect of the method used on reported
results.  The transition  guidance and annual disclosure  provisions of SFAS 148
are  effective  for fiscal  years ending  after  December 15, 2002.  The interim
disclosure  provisions are effective for financial reports containing  financial
statements for interim periods beginning after December 15, 2002. The Company is
currently  evaluating  the  impact  of  adoption  of SFAS  148 on its  financial
position and results of operations.


                                       84



    In November  2002,  the EITF  reached a consensus  on Issue No.  00-21 (EITF
00-21),  REVENUE ARRANGEMENTS WITH MULTIPLE  DELIVERABLES.  EITF 00-21 addresses
certain aspects of the accounting by a vendor for  arrangements  under which the
vendor will perform multiple revenue generating  activities.  EITF 00-21 will be
effective for fiscal years  beginning  after June 15, 2003. The Company does not
expect the  adoption  of EITF 00-21 to have a material  impact on its  financial
position and results of operations.

    In  November  2002,  the FASB  Interpretation  No. 45  (Interpretation  45),
GUARANTOR'S  ACCOUNTING AND DISCLOSURE  REQUIREMENTS  FOR GUARANTEES,  INCLUDING
INDIRECT  GUARANTEES OF INDEBTEDNESS OF OTHERS,  which clarifies  disclosure and
recognition/measurement   requirements   related  to  certain  guarantees.   The
disclosure  requirements  are effective for  financial  statements  issued after
December 15, 2002 and the recognition/measurement  requirements are effective on
a prospective  basis for guarantees  issued or modified after December 31, 2002.
The Company is currently  evaluating the impact of adoption of Interpretation 45
on its financial position and results of operations.

NOTE 12. RELATED PARTY TRANSACTIONS

    Approximately  8% of fiscal 2002  revenues were derived from a company whose
Chief  Financial  and  Enterprise  Officer  serves  on  the  Synopsys  Board  of
Directors.  Management  believes the  transactions  between the two parties were
carried out under the Company's normal terms and conditions.

    The Company has a joint  venture  with Davan Tech Co.,  Ltd, of Korea (Davan
Tech) whereby  Davan Tech acts as a  non-exclusive  distributor  for the Company
subject to certain  conditions as defined in the distribution  agreement.  As of
October 31,  2002,  the Company  owned  approximately  10% of Davan Tech and the
investment is accounted for under the cost basis. During the period from June 6,
2002 through  October 31, 2002, the Company  recognized  revenues  totaling $1.3
million from Davan Tech.

    The Chairman of the  Company's  Audit  Committee is also the Chairman of the
Board of Directors for a company in which Synopsys has invested $500,000. During
the first quarter of fiscal 2003,  Synopsys  invested an additional  $300,000 in
this company.

NOTE 13. SUBSEQUENT EVENTS

     RENEWAL OF STOCK REPURCHASE  PROGRAM. In December 2002, the Company's Board
of Directors renewed its stock repurchase  program  originally  approved in July
2001.  Under the renewed  program,  the Company may repurchase  Synopsys  common
stock with a market value up to $500 million (not including amounts purchased to
date under the July 2001 program on the open market).  Common shares repurchased
are  intended  to be used for  ongoing  stock  issuances,  such as for  existing
employee stock option and stock purchase plans and acquisitions.

     PROPOSED ACQUISITION OF NUMERICAL  TECHNOLOGIES,  INC. On January 13, 2003,
the  Company  entered  into an  Agreement  and  Plan of  Merger  with  Numerical
Technologies,  Inc.  (Numerical) under which the Company commenced a cash tender
offer to acquire all of the  outstanding  shares of  Numerical  common  stock at
$7.00 per share,  followed by a  second-step  merger in which the Company  would
acquire any untendered  Numerical  shares at the same price per share. The total
transaction  value is expected to be approximately  $250 million.  Following the
consummation  of the cash  tender  offer,  Numerical  will merge with and into a
wholly owned  subsidiary of the Company.  The  acquisition is subject to certain
conditions,  including the tender of a majority of the fully  diluted  shares of
Numerical,   compliance  with  regulatory  requirements  and  customary  closing
conditions.

     WORKFORCE  REDUCTION.  During the first quarter of fiscal 2003, the Company
implemented  a  workforce  reduction.  The  purpose  was to reduce  expenses  by
decreasing  the number of employees in all  departments  in domestic and foreign
locations.  As a result,  the Company expects to record a charge of between $4.8
million and $5.3 million  during the first  quarter of fiscal  2003.  The charge
consists of severance and other special termination benefits.


                                       85



NOTE 14. SELECTED QUARTERLY DATA (UNAUDITED)



                                                      QUARTER ENDED
                                   -----------------------------------------------------
                                    JANUARY 31,    APRIL 30,    JULY 31,    OCTOBER 31,
                                   ------------- ------------ ------------ -------------
                                          (IN THOUSANDS, EXCEPT PER SHARE DATA)
                                                               
2002:
Revenue                            $ 175,545     $  185,638   $  236,095    $  309,256

Gross margin                         140,355        151,246      188,409       253,365

Income (loss) before income taxes     20,179         30,716     (161,380)     (178,455)
Net income (loss)                     14,052         21,380     (137,589)      (97,836)
Earnings (loss) per share
   Basic                           $    0.23     $     0.35    $   (1.93)   $    (1.31)
   Diluted                         $    0.22     $     0.33    $   (1.93)   $    (1.31)
Market stock price range (1):
   High                            $   59.70     $    55.21    $   55.30    $    47.25
   Low                             $   49.46     $    41.71    $   40.24    $    32.63

2001:
Revenue                            $ 157,154     $  163,524     $176,110      $183,562

Gross margin                         125,099        132,568      143,390       149,171

Income before income taxes            13,919         18,368       21,250        29,996

Net income                             9,465         12,490       14,450        20,397
Earnings per share
   Basic                           $    0.15     $     0.21   $     0.24    $     0.34
   Diluted                         $    0.15     $     0.19   $     0.22    $     0.33
Market stock price range (1):
   High                            $   55.37     $    61.87   $    62.75    $    54.35
   Low                             $   34.12     $    43.12   $    44.05    $    37.04



(1)           Company's  common stock is traded on The Nasdaq Stock Market under
              the symbol  "SNPS." The stock  prices shown  represent  quotations
              among dealers without adjustments for retail markups, markdowns or
              commissions  and  may not  represent  actual  transactions.  As of
              October 31, 2002,  there were  approximately  568  shareholders of
              record.  To date,  the Company has paid no cash  dividends  on its
              capital stock, and has no current intention to do so.


                                       86


ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
FINANCIAL DISCLOSURE

    Not applicable.

                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

    The  information  with  respect to directors of the Company will be included
under the caption "Proposal One -- Election of Directors" in Synopsys' Notice of
Annual  Meeting  and Proxy  Statement  for  Synopsys'  2003  annual  meeting  of
stockholders,  which  Notice and Proxy  Statement  is  expected  to be mailed to
Synopsys  stockholders  within 120 days after the end of  Synopsys'  fiscal year
ended November 2, 2002 and which  information  shall be  incorporated  herein by
reference.  Information with respect to Executive Officers is included under the
heading "Executive Officers of the Company" in Part I hereof after Item 4.

    The  information  regarding  delinquent  filers  pursuant  to  Item  405  of
Regulation  S-K will be included  under the heading  "Section  16(a)  Beneficial
Ownership Reporting  Compliance" under the caption  "Additional  Information" in
the  Proxy  Statement,   which  information  shall  be  incorporated  herein  by
reference.

ITEM 11. EXECUTIVE COMPENSATION

    The  information  required by this item will be  included  under the heading
"Executive  Compensation"  under  the  caption  "Proposal  One  --  Election  of
Directors"  in the Proxy  Statement,  which  information  shall be  incorporated
herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The  information  required by this item will be  included  under the heading
"Security  Ownership  of Certain  Beneficial  Owners and  Management"  under the
caption  "Proposal One -- Election of Directors" in the Proxy  Statement,  which
information shall be incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The  information  required  by this item  will be  included  under  the  caption
"Proposal  One  --  Election  of  Directors"  in  the  Proxy  Statement,   which
information shall be incorporated herein by reference.

ITEM 14. CONTROLS AND PROCEDURES

(a) EVALUATION  OF  DISCLOSURE  CONTROLS AND  PROCEDURES.  The  Company's  Chief
    Executive   Officer  and  Chief   Financial   Officer  have   evaluated  the
    effectiveness of the Company's  disclosure  controls and procedures (as such
    term is  defined  in Rules  13a-14(c)  and  15d-14(c)  under the  Securities
    Exchange Act of 1934, as amended (the  "Exchange  Act")) as of a date within
    90 days prior to the filing  date of this  annual  report  (the  "Evaluation
    Date").  Based on such evaluation,  such officers have concluded that, as of
    the Evaluation  Date, the Company's  disclosure  controls and procedures are
    effective for gathering,  analyzing and disclosing the information  that the
    Company (including its consolidated  subsidiaries) is required to include in
    the Company's reports filed or submitted under the Exchange Act.

(b) CHANGES IN INTERNAL CONTROLS. Since the Evaluation Date, there have not been
    any  significant  changes in the  Company's  internal  controls  or in other
    factors that could significantly affect such controls.



                                       87



                                     PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a) The  following  documents  are filed as part of this  Annual  Report on Form
10-K:

    (1) Financial Statements

    The  following  documents  are  included  as Part II, Item 8, of this Annual
Report on Form 10-K:

                                                                           PAGE
          Report of Independent Auditors....................................50
          Consolidated Balance Sheets.......................................51
          Consolidated Statements of Operations.............................52
          Consolidated Statements of Stockholders' Equity and
            Comprehensive Income............................................53
          Consolidated Statements of Cash Flows.............................57
          Notes to Consolidated Financial Statements........................58

    (2) Financial Statement Schedule

        The following schedule of the Company is included herein:

           Valuation and Qualifying Accounts and Reserves (Schedule II)

       All other  schedules are omitted  because they are not  applicable or the
        amounts are  immaterial or the required  information is presented in the
        consolidated financial statements or notes thereto.

       The following documents are included in Exhibit 23 hereto:

           Exhibit 23.1 Report on Financial Statement Schedule
           Exhibit 23.2 Consent of KPMG LLP, Independent Auditors

    (3) Exhibits

       See Item 15(c) below.

(b) Reports on Form 8-K

    None.

(c) Exhibits

 EXHIBIT
  NUMBER                       EXHIBIT DESCRIPTION
   2.1   Agreement and Plan of Merger, dated as of December 3, 2001, among
         Synopsys, Inc., Maple Forest Acquisition L.L.C., and Avant!
         Corporation.(1)
   3.1   Fourth Amended and Restated Certificate of Incorporation(2)
   3.2   Certificate of Designation of Series A Participating Preferred Stock(3)
   3.3   Certificate of Amendment of Fourth Amended and Restated Certificate of
         Incorporation(10)
   3.4   Restated Bylaws of Synopsys, Inc.(2)


                                       88



   4.1   Amended and Restated Preferred Shares Rights Agreement dated
         November 24, 1999(3)
   4.3   Specimen Common Stock Certificate(4)
  10.1   Form of Indemnification Agreement(4)
  10.2   Director's and Officer's Insurance and Company Reimbursement Policy(4)
  10.3   Lease Agreement, dated August 17, 1990, between the Company and John
         Arrillaga,  Trustee,  or his successor  trustee,  UTA dated July 20,
         1977 (John  Arrillaga  Separate  Property  Trust),  as amended,  and
         Richard T. Peery,  Trustee, or his successor trustee, UTA dated July
         20, 1977 (Richard T. Peery Separate Property Trust), as amended(4)
  10.7   Lease Agreement,  dated June 16, 1992,  between the Company and John
         Arrillaga,  Trustee,  or his successor  trustee,  UTA dated July 20,
         1977 (John  Arrillaga  Separate  Property  Trust),  as amended,  and
         Richard T. Peery,  Trustee, or his successor trustee, UTA dated July
         20, 1977 (Richard T. Peery Separate Property Trust), as amended(5)
  10.8   Lease Agreement,  dated June 23, 1993,  between the Company and John
         Arrillaga,  Trustee,  or his successor  trustee,  UTA dated July 20,
         1977 (John  Arrillaga  Separate  Property  Trust),  as amended,  and
         Richard T. Peery,  Trustee, or his successor trustee, UTA dated July
         20, 1977 (Richard T. Peery Separate Property Trust), as amended(6)
  10.9   Lease Agreement, August 24, 1995, between the Company and John
         Arrillaga, Trustee, or his successor trustee, UTA dated July 20, 1977
         (John Arrillaga Separate Property Trust), as amended, and
         Richard T. Peery, Trustee, or his successor trustee, UTA dated
         July 20, 1977 (Richard T. Peery Separate Property Trust), as amended(7)
  10.10  Amendment No. 6 to Lease, dated July 18, 2001, to Lease Agreement dated
         August 17, 1990, between the Company and John Arrillaga, Trustee, or
         his successor trustee, UTA dated July 20, 1997 (John Arrillaga
         Survivor's Trust), and Richard T. Peery, Trustee, or his successor
         trustee, UTA dated July 20, 1997 (Richard T. Peery Separate Property
         Trust), as amended(8)
  10.11  Amendment No. 4 to Lease, dated July 18, 2001, to Lease Agreement dated
         June 16, 1992, between the Company and John Arrillaga, Trustee, or his
         successor trustee, UTA dated July 20, 1997 (John Arrillaga Survivor's
         Trust), and Richard T. Peery, Trustee, or his successor trustee, UTA
         dated July 20, 1997 (Richard T. Peery Separate Property Trust),
         as amended(8)
  10.12  Amendment No. 3 to Lease, dated July 18, 2001, to Lease Agreement dated
         June 23, 1993, between the Company and John Arrillaga, Trustee, or his
         successor trustee, UTA dated July 20, 1997 (John Arrillaga Survivor's
         Trust), and Richard T. Peery, Trustee, or his successor trustee, UTA
         dated July 20, 1997 (Richard T. Peery Separate Property Trust),
         as amended (8)
  10.13  Amendment No. 1 to Lease, dated July 18, 2001, to Lease Agreement dated
         August 24, 1995, between the Company and John Arrillaga, Trustee, or
         his successor trustee, UTA dated July 20, 1997 (John Arrillaga
         Survivor's Trust), and Richard T. Peery, Trustee, or his successor
         trustee, UTA dated July 20, 1997 (Richard T. Peery Separate Property
         Trust), as amended. (8)
  10.14  Lease dated January 2, 1996 between the Company and Tarigo-Paul, a
         California Limited Partnership(9)


                                       89



  10.15  1992 Stock Option Plan, as amended and restated(10)(11)
  10.16  Employee Stock Purchase Program, as amended and restated(10)(12)
  10.17  International Employee Stock Purchase Plan, as amended and
         restated(10)(12)
  10.18  Synopsys deferred compensation plan dated September 30, 1996(10)(13)
  10.19  1994 Non-Employee Directors Stock Option Plan, as amended
         and restated(10)(14)
  10.20  Form of Executive  Employment Agreement dated October 1, 1997(10)(15)
  10.21  Schedule of Executive Employment Agreements(10) 10.22 1998 Nonstatutory
         Stock Option Plan(10)(16)
  10.23  Settlement Agreement and General Release by and among Cadence Design
         Systems, Inc., Joseph Costello, Avant! Corporation LLC, Gerald Hsu,
         Eric Cheng, Mitsuru Igusa and Synopsys, Inc. effective as of
         November 13, 2002 (17)
  10.24  Consulting Services Agreement between Synopsys, Inc. and
         A. Richard Newton Dated November 1, 2001(10)(18)
  21.1   Subsidiaries of the Company
  23.1   Report on Financial Statement Schedule
  23.2   Consent of KPMG LLP, Independent Auditors
  24.1   Power of Attorney (see page 93)
----------

(1)  Incorporated  by reference from exhibit to Current Report on Form 8-K filed
     with the Securities and Exchange Commission on December 5, 2001.

(2)  Incorporated by reference from exhibit to the Company's Quarterly Report on
     Form 10-Q for the quarterly period ended April 3, 1999.

(3)  Incorporated  by reference from exhibit to Amendment No. 1 to the Company's
     Registration  Statement on Form 8-A filed with the  Securities and Exchange
     Commission on December 13, 1999.

(4)  Incorporated  by  reference  from  exhibit  to the  Company's  Registration
     Statement on Form S-1 (File No. 33-45138) which became  effective  February
     24, 1992.

(5)  Incorporated  by reference  from exhibit to the Company's  Annual Report on
     Form 10-K for the fiscal year ended September 30, 1992.

(6)  Incorporated  by reference  from exhibit to the Company's  Annual Report on
     Form 10-K for the fiscal year ended September 30, 1993.

(7)  Incorporated  by reference  from exhibit to the Company's  Annual Report on
     Form 10-K for the fiscal year ended September 30, 1995.

(8)  Confidential Treatment requested for certain portions of this document.

(9)  Incorporated by reference from exhibit to the Company's Quarterly Report on
     Form 10-Q for the quarterly period ended March 31, 1996.

(10) Compensatory  plan or agreement  in which an executive  officer or director
     participates

(11) Incorporated  by reference  from exhibit to the Company's  Annual Report on
     Form 10-K for the fiscal year ended October 31, 2001.


                                       90



(12) Incorporated by reference from exhibit to the Company's Quarterly Report on
     Form 10-Q for the quarterly period ended April 30, 2001.

(13) Incorporated  by reference  from exhibit to the  Registration  Statement on
     Form S-4 (File No.  333-21129) of Synopsys,  Inc. filed with the Securities
     and Exchange Commission on February 5, 1997.

(14) Incorporated  by  reference  from  exhibit  to the  Company's  Registration
     Statement on Form S-8 (file No.  333-77597)  filed with the  Securities and
     Exchange Commission on May 3, 1999.

(15) Incorporated by reference from exhibit to the Company's Quarterly Report on
     Form 10-Q for the quarterly period ended January 3, 1998.

(16) Incorporated  by  reference  from  exhibit  to the  Company's  Registration
     Statement on Form S-8 (File No.  333-90643)  filed with the  Securities and
     Exchange Commission on November 9, 1999.

(17) Incorporated by reference  exhibit to the Company's  Current Report on Form
     8-K filed with the Securities and Exchange Commission on November 19, 2002.

(18) Incorporated by reference from exhibit to the Company's Quarterly Report on
     Form 10-Q for the quarterly period ended April 30, 2002.



                                       91




                                   SIGNATURES

    Pursuant  to the  requirements  of  section  13 or 15(d)  of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the  undersigned,  thereunto  duly  authorized,  in Mountain View,
State of California, on this 27th day of January, 2003.

                                                SYNOPSYS, INC.

                                       By: /S/ AART J. DE GEUS
                                           -----------------------------------
                                           Aart J. de Geus
                                           Chief Executive Officer and
                                           Chairman of the Board of Directors
                                           (Principal Executive Officer)

                                       By: /S/ STEVEN K. SHEVICK
                                           -----------------------------------
                                           Steven K. Shevick
                                           Senior Vice President, Finance
                                           and Chief Financial Officer
                                           (Principal Financial Officer)

                                       By: /S/ RICHARD T. ROWLEY
                                           -----------------------------------
                                           Richard T. Rowley
                                           Vice President, Corporate Controller
                                           (Principal Accounting Officer)



                                       92




                                POWER OF ATTORNEY

    KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below  constitutes and appoints Aart J. de Geus and Steven K. Shevick,  and each
of them, as his true and lawful attorneys-in-fact and agents, with full power of
substitution  and  resubstitution,  for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Report on Form 10-K, and to file the same, with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said  attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite  and  necessary to be done in  connection  therewith,  as fully to all
intents and  purposes as he might or could do in person,  hereby  ratifying  and
confirming all that said  attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes,  may lawfully do or cause to be done by virtue
hereof.  Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
registrant and in the capacities and on the dates indicated:

SIGNATURE                             TITLE                            DATE

/S/ AART J. DE GEUS          Chief Executive Officer           January 27, 2003
--------------------------    (Principal Executive
Aart J. de Geus             Officer) and Chairman of
                             the Board of Directors

/S/ CHI-FOON CHAN          President, Chief Operating          January 27, 2003
--------------------------
Chi-Foon Chan                 Officer and Director

/S/ ANDY D. BRYANT                  Director                   January 27, 2003
--------------------------
Andy D. Bryant

/S/ BRUCE R. CHIZEN                 Director                   January 27, 2003
--------------------------
Bruce R. Chizen

/S/ DEBORAH A. COLEMAN              Director                   January 27, 2003
--------------------------
Deborah A. Coleman

 /S/ A. RICHARD NEWTON              Director                   January 27, 2003
--------------------------
A. Richard Newton

/S/ SASSON SOMEKH                   Director                   January 27, 2003
--------------------------
Sasson Somekh

/S/ STEVEN C. WALSKE                Director                   January 27, 2003
--------------------------
Steven C. Walske




                                       93




                                   SCHEDULE II
                                 SYNOPSYS, INC.

                 VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
                                 (IN THOUSANDS)

                                BALANCE AT  ADDITIONS                 BALANCE AT
                                BEGINNING   CHARGED TO                  END OF
                                OF PERIOD    EXPENSE    DEDUCTIONS(1)   PERIOD
                                ----------- ----------- ------------- ----------
Allowance for Doubtful Accounts
  and Sales Returns
  Fiscal 2002..................  $ 11,027   $   7,042    $   6,504     $ 11,565
  Fiscal 2001..................     9,539       5,759        4,271       11,027
  Fiscal 2000..................    10,563       3,528        4,552        9,539
----------

(1)      Accounts written off, net of recoveries.



                                       94




                                  EXHIBIT INDEX

 EXHIBIT
  NUMBER                       EXHIBIT DESCRIPTION
   2.1   Agreement and Plan of Merger, dated as of December 3, 2001, among
         Synopsys, Inc., Maple Forest Acquisition L.L.C., and Avant!
         Corporation.(1)
   3.1   Fourth Amended and Restated Certificate of Incorporation(2)
   3.2   Certificate of Designation of Series A Participating Preferred Stock(3)
   3.3   Certificate of Amendment of Fourth Amended and Restated Certificate of
         Incorporation(10)
   3.4   Restated Bylaws of Synopsys, Inc.(2)
   4.1   Amended and Restated Preferred Shares Rights Agreement dated
         November 24, 1999(3)
   4.3   Specimen Common Stock Certificate(4)
  10.1   Form of Indemnification Agreement(4)
  10.2   Director's and Officer's Insurance and Company Reimbursement Policy(4)
  10.3   Lease Agreement, dated August 17, 1990, between the Company and John
         Arrillaga,  Trustee,  or his successor  trustee,  UTA dated July 20,
         1977 (John  Arrillaga  Separate  Property  Trust),  as amended,  and
         Richard T. Peery,  Trustee, or his successor trustee, UTA dated July
         20, 1977 (Richard T. Peery Separate Property Trust), as amended(4)
  10.7   Lease Agreement,  dated June 16, 1992,  between the Company and John
         Arrillaga,  Trustee,  or his successor  trustee,  UTA dated July 20,
         1977 (John  Arrillaga  Separate  Property  Trust),  as amended,  and
         Richard T. Peery,  Trustee, or his successor trustee, UTA dated July
         20, 1977 (Richard T. Peery Separate Property Trust), as amended(5)
  10.8   Lease Agreement,  dated June 23, 1993,  between the Company and John
         Arrillaga,  Trustee,  or his successor  trustee,  UTA dated July 20,
         1977 (John  Arrillaga  Separate  Property  Trust),  as amended,  and
         Richard T. Peery,  Trustee, or his successor trustee, UTA dated July
         20, 1977 (Richard T. Peery Separate Property Trust), as amended(6)
  10.9   Lease Agreement, August 24, 1995, between the Company and John
         Arrillaga, Trustee, or his successor trustee, UTA dated
         July 20, 1977 (John Arrillaga Separate Property Trust), as amended, and
         Richard T. Peery, Trustee, or his successor trustee, UTA dated
         July 20, 1977 (Richard T. Peery Separate Property Trust), as amended(7)
  10.10  Amendment No. 6 to Lease, dated July 18, 2001, to Lease Agreement dated
         August 17, 1990, between the Company and John Arrillaga, Trustee, or
         his successor trustee, UTA dated July 20, 1997 (John Arrillaga
         Survivor's Trust), and Richard T. Peery, Trustee, or his successor
         trustee, UTA dated July 20, 1997 (Richard T. Peery Separate Property
         Trust), as amended(8)
  10.11  Amendment No. 4 to Lease, dated July 18, 2001, to Lease Agreement dated
         June 16, 1992, between the Company and John Arrillaga, Trustee, or his
         successor trustee, UTA dated July 20, 1997 (John Arrillaga Survivor's
         Trust), and Richard T. Peery, Trustee, or his successor trustee, UTA
         dated July 20, 1997 (Richard T. Peery Separate Property Trust),
         as amended(8)
  10.12  Amendment No. 3 to Lease, dated July 18, 2001, to Lease Agreement dated
         June 23, 1993, between the Company and John Arrillaga, Trustee, or his
         successor trustee, UTA dated July 20, 1997 (John Arrillaga Survivor's
         Trust), and Richard T. Peery, Trustee, or his successor trustee,
         UTA dated July 20, 1997 (Richard T. Peery Separate Property Trust),
         as amended (8)






  10.13  Amendment No. 1 to Lease, dated July 18, 2001, to Lease Agreement dated
         August 24, 1995, between the Company and John Arrillaga, Trustee, or
         his successor trustee, UTA dated July 20, 1997 (John Arrillaga
         Survivor's Trust), and Richard T. Peery, Trustee, or his successor
         trustee, UTA dated July 20, 1997 (Richard T. Peery Separate Property
         Trust), as amended. (8)
  10.14  Lease dated January 2, 1996 between the Company and Tarigo-Paul, a
         California Limited Partnership(9)
  10.15  1992 Stock Option Plan, as amended and  restated(10)(11)
  10.16  Employee Stock Purchase Program,  as amended and  restated(10)(12)
  10.17  International Employee Stock Purchase Plan, as amended and
         restated(10)(12)
  10.18  Synopsys deferred  compensation  plan  dated
         September  30,  1996(10)(13)
  10.19  1994 Non-Employee Directors Stock Option Plan, as amended and
         restated(10)(14)
  10.20  Form of Executive  Employment  Agreement  dated October 1, 1997(10)(15)
  10.21  Schedule of Executive Employment  Agreements(10)
  10.22  1998 Nonstatutory Stock Option Plan(10)(16)
  10.23  Settlement Agreement and General Release by and among Cadence Design
         Systems, Inc., Joseph Costello, Avant! Corporation LLC, Gerald Hsu,
         Eric Cheng, Mitsuru Igusa and Synopsys, Inc. effective as of
         November 13, 2002 (17)
  10.24  Consulting Services Agreement between Synopsys, Inc. and
         A. Richard Newton Dated  November 1, 2001(10)(18)
  21.1   Subsidiaries of the Company
  23.1   Report on Financial Statement Schedule
  23.2   Consent of KPMG LLP, Independent Auditors
  24.1   Power of Attorney (see page 93)
----------

(1)  Incorporated  by reference from exhibit to Current Report on Form 8-K filed
     with the Securities and Exchange Commission on December 5, 2001.

(2)  Incorporated by reference from exhibit to the Company's Quarterly Report on
     Form 10-Q for the quarterly period ended April 3, 1999.

(3)  Incorporated  by reference from exhibit to Amendment No. 1 to the Company's
     Registration  Statement on Form 8-A filed with the  Securities and Exchange
     Commission on December 13, 1999.

(4)  Incorporated  by  reference  from  exhibit  to the  Company's  Registration
     Statement on Form S-1 (File No. 33-45138) which became  effective  February
     24, 1992.

(5)  Incorporated  by reference  from exhibit to the Company's  Annual Report on
     Form 10-K for the fiscal year ended September 30, 1992.

(6)  Incorporated  by reference  from exhibit to the Company's  Annual Report on
     Form 10-K for the fiscal year ended September 30, 1993.

(7)  Incorporated  by reference  from exhibit to the Company's  Annual Report on
     Form 10-K for the fiscal year ended September 30, 1995.






(8)  Confidential Treatment requested for certain portions of this document.

(9)  Incorporated by reference from exhibit to the Company's Quarterly Report on
     Form 10-Q for the quarterly period ended March 31, 1996.

(10) Compensatory  plan or agreement  in which an executive  officer or director
     participates

(11) Incorporated  by reference  from exhibit to the Company's  Annual Report on
     Form 10-K for the fiscal year ended October 31, 2001.

(12) Incorporated by reference from exhibit to the Company's Quarterly Report on
     Form 10-Q for the quarterly period ended April 30, 2001.

(13) Incorporated  by reference  from exhibit to the  Registration  Statement on
     Form S-4 (File No.  333-21129) of Synopsys,  Inc. filed with the Securities
     and Exchange Commission on February 5, 1997.

(14)  Incorporated  by  reference  from  exhibit to the  Company's  Registration
      Statement on Form S-8 (file No.  333-77597)  filed with the Securities and
      Exchange Commission on May 3, 1999.

(15)  Incorporated by reference from exhibit to the Company's  Quarterly  Report
      on Form 10-Q for the quarterly period ended January 3, 1998.

(16)  Incorporated  by  reference  from  exhibit to the  Company's  Registration
      Statement on Form S-8 (File No.  333-90643)  filed with the Securities and
      Exchange Commission on November 9, 1999.

(17)  Incorporated by reference  exhibit to the Company's Current Report on Form
      8-K filed with the  Securities  and  Exchange  Commission  on November 19,
      2002.

(18) Incorporated by reference from exhibit to the Company's Quarterly Report on
     Form 10-Q for the quarterly period ended April 30, 2002.










                                  EXHIBIT 10.10

                                 AMENDMENT NO. 6
                                    TO LEASE

         THIS  AMENDMENT  NO. 6 is made and entered  into this 18th day of July,
2001, by and between JOHN ARRILLAGA, Trustee, or his Successor Trustee UTA dated
7/20/77 (JOHN ARRILLAGA  SURVIVOR'S  TRUST)  (previously known as the "Arrillaga
Family Trust and the John Arrillaga  Separate  Property Trust") as amended,  and
RICHARD T. PEERY,  Trustee,  or his Successor Trustee UTA dated 7/20/77 (RICHARD
T. PEERY SEPARATE  PROPERTY  TRUST) as amended,  collectively  as LANDLORD,  and
SYNOPSYS, INC., A DELAWARE CORPORATION, as TENANT.

                                    RECITALS

     A. WHEREAS,  by Lease  Agreement  dated August 17, 1990 Landlord  leased to
Tenant all of that certain  104,170+/- square foot building located at 7000 East
Middlefield  Rd.,  Mountain  View,  California,  the  details  of which are more
particularly  set forth in said August 17, 1990 Lease  Agreement  (the "Lease"),
and

     B. WHEREAS,  said Lease was amended by the Commencement  Letter dated April
1, 1991 which amended the  Commencement  Date of the Lease to commence March 15,
1991 and terminate March 14, 1999, and

     C.  WHEREAS,  said Lease was amended by Amendment No. 1 dated June 16, 1992
which:  (i)  extended  the Lease Term  through  October 31,  2000;  (ii) added a
Paragraph addressing co-terminous lease terms; (iii) replaced Lease Paragraph 51
("Hazardous  Materials")  and  Exhibit A to the Lease;  and (iv)  amended  Lease
Paragraph 31 ("Notices") and the Basic Rent schedule, and

     D. WHEREAS,  said Lease was amended by Amendment No. 2 dated March 22, 1993
which  extended the Lease Term  through  December 31, 2000 and amended the Basic
Rent Schedule, and

     E. WHEREAS,  said Lease was amended by Amendment No. 3 dated June 23, 1993,
which:  (i)  extended  the Term of the Lease  through  December  31,  2002 to be
co-terminous  with the projected term of the Lease Agreement dated June 23, 1993
for premises located at 700A East Middlefield Road,  Mountain View,  California;
(ii)  amended  the  Basic  Rent  schedule;   and  (iii)  replaced  Paragraph  47
("Parking"), and

     F.  WHEREAS,  said Lease was amended by Amendment  No. 4 dated  November 4,
1994 which:  (i) extended the Term of the Lease through  February 28, 2003 to be
co-terminous  with the extended  Termination  Date of the Lease  Agreement dated
June 23, 1993 for premises located at 700A East Middlefield Road, Mountain View,
California,  and (ii) amended the Basic Rent schedule and the Aggregate  Rent of
the Lease Agreement, and






     G.  WHEREAS,  said Lease was amended by  Amendment  No. 5 dated  October 4,
1995,   which:   (i)  amended   Amendment   No.  3  Paragraph  2  ("Lease  Terms
Co-Terminous")  and  Amendment  No. 2  Paragraph  1 ("Term of Lease") to include
reference to Tenant's other lease  agreements with Landlord dated June 16, 1992,
June 23, 1993, and August 24, 1994 for premises respectively located at 700B and
700A East  Middlefield  Road,  Mountain  View,  California  and 1101 West  Maude
Avenue,  Sunnyvale,  California (the "Other Leases"); (ii) added a Cross Default
Paragraph in  reference  to the Other  Leases;  and (iii)  established  Tenant's
temporary  driveway  rights to adjacent  property  leased by Tenant at 1101 West
Maude Avenue,  Mountain View,  California;  and (iv) replaced  EXHIBIT A to said
Lease, and

     H. WHEREAS,  it is now the desire of the parties  hereto to amend the Lease
by (i)  extending the Term for twelve years,  thereby  changing the  Termination
Date from  February 28, 2003 to February 28, 2015,  (ii) amending the Basic Rent
schedule and Aggregate Rent  accordingly,  (iii) increasing the Security Deposit
required  under the Lease,  (iv) amending the  Management Fee charged to Tenant,
(vii) replacing Lease  Paragraphs 12 ("Property  Insurance") and 31 ("Notices"),
(viii) amending Lease Paragraphs 5 ("Acceptance  and Surrender of Premises"),  6
("Alterations and Additions"),  11 ("Tenant's  Personal  Property  Insurance and
Workman's Compensation  Insurance") and 21 ("Destruction"),  and (ix) adding a ,
paragraph  ("Authority to Execute") to said Lease  Agreement as hereinafter  set
forth.








                                    AGREEMENT

     NOW  THEREFORE,  for  valuable  consideration,  receipt  of which is hereby
acknowledged,  and in  consideration  of the hereinafter  mutual  promises,  the
parties hereto do agree as follows:

     1. TERM OF LEASE:  It is agreed  between the parties  that the Term of said
Lease Agreement shall be extended for an additional twelve (12) year period, and
the Lease  Termination  Date shall be changed from February 28, 2003 to February
28, 2015.

     2. BASIC RENT  SCHEDULE:  The monthly Basic Rent Schedule shall be adjusted
as follows:

     On March 1, 2003, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2004.

     On March 1, 2004, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2005.

     On March 1, 2005, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2006.

     On March 1, 2006,  the sum of [***]*  shall be due, and like sum due on the
first day of each month thereafter, through and including February 1, 2007.

     On March 1, 2007, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2008.

     On March 1, 2008, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2009.

     On March 1, 2009, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2010.

     On March 1, 2010 the sum of [***]*  shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2011.

     On March 1, 2011, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2012.

     On March 1, 2012, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2013.

     On March 1, 2013,  the sum of [***]*  shall be due,  and a like sum' due on
the first day of each month thereafter, through and including February 1, 2014.

     On March 1, 2014,  the sum of [***]* shall be due, and alike sum due on the
first day of each month thereafter, through and including February 1, 2015.

     The  Aggregate  Basic  Rent  for the  Lease  Term,  as  extended,  shall be
increased by $[***]* or from $[***]* to $[***]*.


--------
*  Confidential  treatment has been  requested for the  bracketed  portion.  The
confidential  redacted  portion has been omitted and filed  separately  with the
Securities and Exchange Commission.






     3.  SECURITY  DEPOSIT:  Provided  Tenant  is not in  default  (pursuant  to
Paragraph 19 of the Lease,  i.e.,  Tenant has received notice and any applicable
cure  period  has  expired  without  cure) of any of the terms,  covenants,  and
conditions of the Lease Agreement, the Security Deposit required under the Lease
shall remain  $364,595.00.  In the event of a Tenant default,  Tenant's Security
Deposit shall be increased by $236,797.30,  or from  $364,595.00 to $601,392.30.
Within ten (10) days of notice  from  Landlord of an uncured  default  under the
Lease,  Tenant  shall (i) provide  Landlord  with an amended  Standby  Letter of
Credit,  in compliance with the terms of Lease  Paragraph 45 ("Security  Deposit
Represented  by Standby Letter of Credit") in the total amount of $601,392.30 or
(ii) deposit  additional cash in the amount of $236,797.30.  Within ten business
days of  Tenant's  execution  of this  Amendment  No. 6,  Tenant  shall  provide
Landlord with an amended Standby Letter of Credit  reflecting an expiration date
on the Standby Letter of Credit of March 30, 2015.

     4.  MANAGEMENT  FEE:  Effective March 1, 2003, and on the first day of each
month  thereafter  during  said Lease Term,  Tenant  shall pay to  Landlord,  in
addition to the Basic Rent and Additional  Rent, a fixed monthly  management fee
("Management  Fee") equal to one and one-half  percent  (1.5%) of the Basic Rent
due for each month throughout the remaining Lease Term. Notwithstanding anything
to the  contrary  above  or in  Lease  Paragraph  4.D  ("Additional  Rent"),  no
additional real property management fee shall be charged to Tenant.

     5. PROPERTY INSURANCE:  Lease Paragraph 12 ("Property Insurance") is hereby
deleted in its entirety and shall be replaced with the following:

     "12. PROPERTY INSURANCE.  Landlord shall purchase and keep in force, and as
Additional Rent and in accordance with Paragraph 4D of this Lease,  Tenant shall
pay to  Landlord  (or  Landlord's  agent if so directed  by  Landlord)  Tenant's
proportionate share (allocated to the Leased Premises by square footage or other
equitable  basis as calculated and determined by Landlord) of the deductibles on
insurance claims and the cost of, policy or policies of insurance  covering loss
or damage to the  Premises  (including  all  improvements  within  the  Premises
constructed  by  either  Landlord  or  Tenant   (provided  Tenant  has  obtained
Landlord's  written approval for said  improvements to the Premises) and Complex
(excluding routine  maintenance and repairs and incidental damage or destruction
caused by accidents or vandalism for which Tenant is responsible under Paragraph
7) in the amount of the full  replacement  value thereof,  providing  protection
against those perils included within the classification of "all risks" insurance
and flood and/or  earthquake  insurance,  if available,  plus a policy of rental
income  insurance  in the amount of one  hundred  (100%)  percent of twelve (12)
months Basic Rent, plus sums paid as Additional Rent and any deductibles related
thereto. If such insurance cost is increased due to Tenant's use of the Premises
or the Complex, Tenant agrees to pay to Landlord the full cost of such increase.
Tenant shall have no interest in nor any right to the proceeds of any  insurance
procured by Landlord for the Complex.

     In addition and notwithstanding  anything to the contrary in this Paragraph
12, each party to this Lease  hereby  waives all rights of recovery  against the
other party or its officer,  employees,  agents and  representatives for loss or
damage to its property or the property of others under its control, arising from
any cause  insured  against  under the fire and  extended  coverage  (excluding,
however,  any  loss  resulting  from  Hazardous  Material  contamination  of the
Property)  required to be maintained by the terms of this Lease Agreement to the
extent full  reimbursement  of the  loss/claim is received by the insured party.
Each party required to carry property insurance hereunder shall cause the policy
evidencing  such  insurance  to include a provision  permitting  such release of






liability ("waiver of subrogation  endorsement") provided,  however, that if the
insurance  policy of either  releasing  party  prohibits such waiver,  then this
waiver shall not take effect until consent to such waiver is obtained; provided,
however,  that if the insurance  policy of either releasing party prohibits such
waiver,  then this waiver shall not take effect until  consent to such waiver is
obtained.  If such waiver is so  prohibited,  the insured party  affected  shall
promptly notify the other party thereof.  In the event the waivers are issued to
the parties and are not valid under current policies and/or subsequent insurance
policies,  the  non-complying  party will provide,  to the other party,  30 days
advance  notification of the  cancellation of the subrogation  waiver,  in which
case neither  party will provide such  subrogation  waiver  thereafter  and this
Paragraph will be null and void. The foregoing  waiver of subrogation  shall not
include any loss resulting from Hazardous Material contamination of the Property
or any insurance coverage relating thereto."

     6.  NOTICES:  Lease  Paragraph  31  ("Notices")  is hereby  deleted  in its
entirety and shall be replaced with the following:

     "31. NOTICES. All notices, demands, requests, advices or designations which
may be or are required to be given by either party to the other  hereunder shall
be in writing.  All  notices,  demands,  requests,  advices or  designations  by
Landlord to Tenant shall be sufficiently  given, made or delivered if personally
served on Tenant by leaving the same at the Premises  (provided  written receipt
is offered and is  addressed  to the  attention  of the Vice  President  of Real
Estate)  or if sent by United  States  certified  or  registered  mail,  postage
prepaid or by a reputable  same day or overnight  courier  service  addressed to
Tenant at: SYNOPSYS,  INC., 700 EAST MIDDLEFIELD ROAD,  MOUNTAIN VIEW, CA 94043,
ATTN: VICE PRESIDENT OF REAL ESTATE.  As an  accommodation  to Tenant,  Landlord
shall also send a copy of all notices to:  SHARTSIS,  FRIESE & GINSBURG LLP, ONE
MARITIME PLAZA, 18TH FLOOR, SAN FRANCISCO,  CA 94111, ATTN: JONATHON M. KENNEDY;
however,  Tenant  acknowledges  and agrees that any notice delivered to Tenant's
main  address  listed  above  shall be  considered  to be  delivered  to Tenant,
regardless  of whether or not said notice is  submitted  and/or  received at the
secondary address., All notices, demands,  requests,  advices or designations by
Tenant to Landlord shall be sent by United States  certified or registered mail,
postage prepaid, addressed to Landlord at its offices at: PEERY/ARRILLAGA,  2560
MISSION COLLEGE BLVD.,  SUITE 101, SANTA CLARA, CA 95054. Each notice,  request,
demand,  advice or  designation  referred to in this  Paragraph  shall be deemed
received  on the date of the  personal  service  or receipt or refusal to accept
receipt of the mailing  thereof in the manner herein  provided,  as the case may
be. Either party shall have the right,  upon ten (10) days written notice to the
other, to change the address as noted herein."

     7.  ALTERATIONS  MADE BY TENANT:  The  provisions of this Paragraph 7 shall
modify Lease  Paragraphs  5  ("Acceptance  and  Surrender  of  Premises")  and 6
("Alterations and Additions"),  as follows:

          A. Landlord  acknowledges that Tenant shall have the right, subject to
     the  terms  of  thin  Paragraph  7.A,  to  make  non-structural,   interior
     improvements  ("Interior  Improvements")  to the  Premises  subject  to the
     following:

               a) Tenant shall provide Landlord,  for Landlord's approval, a set
          of construction plans and a list reflecting the Interior  Improvements
          Tenant  desires  to make  to the  Increased  Premises  no  later  than
          November 1, 2002. Upon Landlord's review and approval of said Interior
          Improvements, said construction plans shall become EXHIBIT B-1 to this
          Lease.  Construction of said Interior  Improvements shall not commence
          until  Landlord  and Tenant  execute  Landlord's  standard  Consent to
          Alterations   agreement   and   Landlord  has  posted  its  Notice  of
          Non-Responsibility;

               b) Landlord  shall not be required,  under any  circumstance,  to
          contribute any  concessions or monetary  contribution to said Interior
          Improvements;

               c) Tenant shall not be required to remove the  Landlord  approved
          Interior  Improvements  shown  on  EXHIBIT  B-1 at the  expiration  or
          earlier termination of the Lease Term. Notwithstanding anything to the
          contrary  herein,  Landlord's  approval of said Interior  Improvements
          referenced in Section  7.A(a) above may provide for specific  Interior
          Improvements  to be restored at the expiration or earlier  termination
          of the Lease Term if said  Interior  Improvements  are not  consistent
          with Landlord's standard interior improvements.






          B.  Notwithstanding  anything  to the  contrary  in Lease  Paragraph 6
     ("Alterations  and  Additions"),  Landlord's  written consent to any future
     alterations  or  additions to the Premises  will specify  whether  Landlord
     shall require removal of said alterations and/or additions, provided Tenant
     requests such determination from Landlord.

     8.  TENANT'S  PERSONAL  PROPERTY   INSURANCE  AND  WORKMAN'S   COMPENSATION
INSURANCE.  The provisions of this  Paragraph 8 shall modify Lease  Paragraph 11
("Tenant's Personal Property Insurance and Workman's  Compensation  Insurance"),
as follows:  Tenant's  obligation to insure the leasehold  improvements owned by
Tenant  within  the  Leased   Premises  shall  be  limited  to  those  leasehold
improvements  owned by Tenant  that are not covered by real  property  insurance
Landlord  obtains  pursuant to Lease  Paragraph  12  ("Property  Insurance")  as
amended in Paragraph 5 above.

     9.  DESTRUCTION.  The  provisions  of this  Paragraph 9 shall  modify Lease
Paragraph 21 ("Destruction"),  as follows:  Landlord's  obligation to rebuild or
restore  the  Premises  shall  be  limited  to the  building  and  any  interior
improvements  covered by the real` property  insurance Landlord obtains pursuant
to Lease Paragraph 12 ("Property Insurance") as amended in Paragraph 5 above:

     10.  AUTHORITY TO EXECUTE.  The parties  executing  this  Agreement  hereby
warrant  and  represent  that  they are  properly  authorized  to  execute  this
Agreement and bind the parties on behalf of whom they execute this Agreement and
to all of the terms, covenants and condition of this Agreement as they relate to
the respective parties hereto.

     EXCEPT AS MODIFIED HEREIN,  all other terms,  covenants,  and conditions of
said August 17, 1990 Lease Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF,  Landlord and Tenant have executed this Amendment No. 6
to Lease as of the day and year last written below:


LANDLORD:                                    TENANT:
JOHN ARRILLAGA SURVIVOR'S                    SYNOPSYS, INC.
TRUST                                        a Delaware corporation



By    /S/ JOHN ARRILLAGA                      By      /S/ AART DE GEUS
  -------------------------------------         --------------------------------
      John Arrillaga, Trustee

Date:      8/8/01                                     AART DE GEUS
      ---------------------------------       ----------------------------------
                                              Print or Type Name

RICHARD T. PEERY SEPARATE                     Title:       CHAIRMAN & CEO
                                                     ---------------------------
PROPERTY TRUST

By    /S/ JASON PEERY                         Date:        8/8/01
  -------------------------------------             ----------------------------
      Jason Peery, Special Trustee



Date:         8/8/01
      ---------------------------------









                                  EXHIBIT 10.11

                                 AMENDMENT NO. 4
                                    TO LEASE

         THIS  AMENDMENT  NO. 4 is made and entered  into this 18th day of July,
2001, by and between JOHN ARRILLAGA, Trustee, or his Successor Trustee UTA dated
7/20/77 (JOHN ARRILLAGA  SURVIVOR'S  TRUST)  (previously known as the "Arrillaga
Family Trust" and the "John Arrillaga Separate Property Trust") as amended,  and
RICHARD T. PEERY,  Trustee,  or his Successor Trustee UTA dated 7/20/77 (RICHARD
T. PEERY SEPARATE  PROPERTY  TRUST) as amended,  collectively  as LANDLORD,  and
SYNOPSYS, INC., A DELAWARE CORPORATION, as TENANT.

                                    RECITALS

     A.  WHEREAS,  by Lease  Agreement  dated June 16, 1992  Landlord  leased to
Tenant all of that certain  104,170+/-  square foot building  located at 700B E.
Middlefield  Road,  Mountain  View,  California,  the  details of which are more
particularly set forth in said June 16, 1992 Lease Agreement, and

     B. WHEREAS,  said Lease was amended by the Commencement  Letter dated March
9, 1993 which changed the  Commencement  Date of the Lease from November 1, 1992
to December 21, 1992, and changed the Termination  Date from October 31, 2000 to
December 31, 2000, and,

     C. WHEREAS,  said Lease was amended by Amendment No. 1 dated June 23, 1993,
which: (i) established December 21, 1993 as the Commencement Date for the second
floor of the  Premises;  (ii)  extended  the Term for two  years,  changing  the
Termination  Date from December 31, 2000 to December 31, 2002 to be co-terminous
with the projected term of the lease  agreement dated June 23, 1993 for premises
located at 700A E. Middlefield Road,  Mountain View,  California,  (iii) amended
the Basic Rent Schedule;  (iv) replaced Lease Paragraph 46 ("Parking");  and (v)
established June 1, 1993 as the Commencement  Date for the payment of Additional
Rent expenses for 100% o of the building, and

     D.  WHEREAS,  said Lease was amended by Amendment  No. 2 dated  November 4,
1994  which:  (i)  extended  the  Term  for two  months,  thereby  changing  the
Termination  Date from December 31, 2002 to February 28, 2003 to be co-terminous
with the extended  termination  date of the lease  agreement dated June 23, 1993
for premises located at 700A E. Middlefield Road, Mountain View, California, and
(ii) amended the Basic Rent Schedule and Aggregate Rent accordingly, and

     E. WHEREAS, said Lease was amended by Amendment No. 3 dated October 4, 1995
which: (i) amended (a) Amendment No. 1 Paragraph 3 ("Lease Terms  Co-Terminous")
and (b) Lease  Paragraph 49 ("Cross  Default") to include  reference to Tenant's
other lease  agreements  with Landlord dated August 17, 1990,  June 23, 1993 and
August  24,  1995  for  premises  respectively  located  at  7000  and  700A  E.
Middlefield  Road and 1101 W. Maude  Avenue,  Mountain  View,  California;  (ii)
amended  Lease   Paragraph  52.B.   ("Structural   Capital  Costs  Regulated  by
Governmental  Agencies after the Commencement of this Lease Not Caused by Tenant
or Tenant's Uses or Remodeling of the  Premises") to correct an error  disclosed
by an audit of said Lease which  required the  deletion of the  reference to the
last four  years of the  Lease  Term as a factor in  calculating  Tenant's  cash
contribution  towards the cost of said capital  improvements;  (iii) established
Tenant's temporary driveway rights to adjacent property leased by Tenant at 1101
W. Maude Avenue, Mountain View, California;  and (iv) replaced EXHIBIT A to said
Lease, and



     F. WHEREAS,  it is now the desire of the parties  hereto to amend the Lease
by  (i)  extending  the  Term  for  twelve  (12)  years,  thereby  changing  the
Termination  Date from February 28, 2003 to February 28, 2015, (ii) amending the
Basic Rent  schedule  and  Aggregate  Rent  accordingly,  (iii)  increasing  the
Security  Deposit  required  under the Lease,  (iv) amending the  Management Fee
charged to Tenant, (v) replacing Lease Paragraphs 12 ("Property  Insurance") and
31 ("Notices"),  (vi) amending Lease  Paragraphs 5 ("Acceptance and Surrender of
Premises"),  6 ("Alterations  and Additions"),  11 ("Tenant's  Personal Property
Insurance and Workman's Compensation  Insurance") and 21 ("Destruction"),  (vii)
adding a paragraph ("Authority to Execute") and (viii) deleting Lease Paragraphs
54 ("Option to Lease  Building A (700A  Middlefield  Rd., Mt.  View,  CA) Option
Space"),  55 ("First  Right of Refusal")  and 56 ("Rights  Reserved for Tenant's
Personal Benefit") to the Lease Agreement as hereinafter set forth.

                                    AGREEMENT

         NOW THEREFORE,  for valuable consideration,  receipt of which is hereby
acknowledged,  and in  consideration  of the hereinafter  mutual  promises,  the
parties hereto do agree as follows:

     1. TERM OF LEASE:  It is agreed  between the parties  that the Term of said
Lease Agreement shall be extended for an additional twelve (12) year period, and
the Lease  Termination  Date shall be changed from February 28, 2003 to February
28, 2015.

     2. BASIC RENT: The monthly Basic Rent shall be adjusted as follows:

     On March 1, 2003, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2004.

     On March 1, 2004,  the sum of [***]* shall be due, and alike sum due on the
first day of each month thereafter, through and including February 1, 2005.

     On March 1, 2005, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2006.

     On March 1, 2006,  the sum of [***]*  shall be due, and like sum due on the
first day of each month thereafter, through and including February 1, 2007.

     On March 1, 2007,  the sum of [***]* shall be due, and alike sum due on the
first day of each month thereafter, through and including February 1, 2008.

     On March l, 2008, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2009.

     On March 1, 2009, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2010.

     On March 1, 2010, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2011.





     On March 1, 2011,  the sum of [***]* shall be due, and alike sum due on the
first day of each month thereafter, through and including February 1, 2012.

     On March 1, 2012, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2013.

     On March 1, 2013, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February 1, 2014.

     On March 1, 2014, the sum of [***]* shall be due, and a like sum due on the
first day of each month thereafter, through and including February l, 2015.

     The  Aggregate  Basic  Rent  for the  Lease  Term,  as  extended,  shall be
increased by $[***]* or from $[***]* to $[***]*.

     3.  SECURITY  DEPOSIT:  Provided  Tenant  is not in  default  (pursuant  to
Paragraph 19 of the Lease,  i.e.,  Tenant has received notice and any applicable
cure  period  has  expired  without  cure) of any of the terms,  covenants,  and
conditions of the Lease Agreement, the Security Deposit required under the Lease
shall remain  $333,344.00.  In the event of a Tenant default,  Tenant's Security
Deposit shall be increased by $268,048.30,  or from  $333,344.00 to $601,392.30.
Within ten (10) days of notice  from  Landlord of an uncured  default  under the
Lease,  Tenant  shall (i) provide  Landlord  with an amended  Standby  Letter of
Credit,  in compliance with the terms of Lease  Paragraph 45 ("Security  Deposit
Represented  by Standby Letter of Credit") in the total amount of $601,392.30 or
(ii)  deposit  additional  cash in the  amount of  $268,048.30.  Within ten (10)
business  days of Tenant's  execution  of this  Amendment  No. 4,  Tenant  shall
provide  Landlord  with an  amended  Standby  Letter  of  Credit  reflecting  an
expiration date on the Standby Letter of Credit of March 30, 2015.

     4.  MANAGEMENT  FEE:  Effective March 1, 2003, and on the first day of each
month  thereafter  during  said Lease Term,  Tenant  shall pay to  Landlord,  in
addition to the Basic Rent and Additional  Rent, a fixed monthly  management fee
("Management  Fee") equal to one and one-half  percent  (1.5%) of the Basic Rent
due for each month throughout the remaining Lease Term. Notwithstanding anything
to the  contrary  above  or in  Lease  Paragraph  4.D  ("Additional  Rent"),  no
additional real property management fee shall be charged to Tenant.

     5. PROPERTY INSURANCE:  Lease Paragraph 12 ("Property Insurance") is hereby
deleted in its entirety and shall be replaced with the following:

     "12. PROPERTY INSURANCE.  Landlord shall purchase and keep in force, and as
Additional Rent and in accordance with Paragraph 4D of this Lease,  Tenant shall
pay to  Landlord  (or  Landlord's  agent if so directed  by  Landlord)  Tenant's
proportionate share (allocated to the Leased Premises by square footage or other
equitable  basis as calculated and determined by Landlord) of the deductibles on
insurance claims and the cost of, policy or policies of insurance  covering loss
or damage to the  Premises  (including  all  improvements  within  the  Premises
constructed  by  either  Landlord  or  Tenant   (provided  Tenant  has  obtained
Landlord's  written approval for said  improvements to the Premises) and Complex
(excluding routine  maintenance and repairs and incidental damage or destruction
caused by accidents or vandalism for which Tenant is responsible under Paragraph
7) in the amount of the full  replacement  value thereof,  providing  protection
against those perils included within the classification of "all risks" insurance
and flood and/or  earthquake  insurance,  if available,  plus a policy of rental
income  insurance  in the amount of one  hundred  (100%)  percent of twelve (12)
months Basic Rent, plus sums paid as Additional Rent and any deductibles related
thereto. If such insurance cost is increased due to Tenant's use of the Premises
or the Complex, Tenant agrees to pay to Landlord the full cost of such increase.
Tenant shall have no interest in nor any right to the proceeds of any  insurance
procured by Landlord for the Complex:


--------
*  Confidential  treatment has been  requested for the  bracketed  portion.  The
confidential  redacted  portion has been omitted and filed  separately  with the
Securities and Exchange Commission.



         In  addition  and  notwithstanding  anything  to the  contrary  in this
Paragraph  12,  each party to this Lease  hereby  waives all rights of  recovery
against the other party or its officer, employees, gents and representatives for
loss or damage to its  property  or the  property of others  under its  control,
arising from any cause  insured  against  under the fire and  extended  coverage
(excluding, however, any loss resulting from Hazardous Material contamination of
the Property)  required to be maintained by the terms of this Lease Agreement to
the extent  full  reimbursement  of the  loss/claim  is  received by the insured
party. Each party required to carry property insurance hereunder shall cause the
policy evidencing such insurance to include a provision  permitting such release
of liability ("waiver of subrogation  endorsement")  provided,  however, that if
the insurance policy of either releasing party prohibits such waiver,  then this
waiver shall not take effect until consent to such waiver is obtained; provided,
however,  that if the insurance  policy of either releasing party prohibits such
waiver,  then this waiver shall not take effect until  consent to such waiver is
obtained.  If such waiver is so  prohibited,  the insured party  affected  shall
promptly notify the other party thereof.  In the event the waivers are issued to
the parties and are not valid under current policies and/or subsequent insurance
policies,  the  non-complying  party will provide,  to the other party,  30 days
advance  notification of the  cancellation of the subrogation  waiver,  in which
case neither  party will provide such  subrogation  waiver  thereafter  and this
Paragraph will be null and void. The foregoing  waiver of subrogation  shall not
include any loss resulting from Hazardous Material contamination of the Property
or any insurance coverage relating thereto."

     6.  NOTICES:  Lease  Paragraph  31  ("Notices")  is hereby  deleted  in its
entirety and shall be replaced with the following:

     "31. NOTICES. All notices, demands, requests, advices or designations which
may be or are required to be given by either party to the other  hereunder shall
be in writing.  All  notices,  demands,  requests,  advices or  designations  by
Landlord to Tenant shall be sufficiently  given, made or delivered if personally
served on Tenant by leaving the same at the Premises  (provided  written receipt
is offer d is addressed to the  attention of the Vice  President of Real Estate)
or if sent by United States certified or registered mail,  postage prepaid or by
a  reputable  same day or  overnight  courier  service  addressed  to Tenant at:
SYNOPSYS,  INC., 700 EAST MIDDLEFIELD ROAD,  MOUNTAIN VIEW, CA 94043, ATTN: VICE
PRESIDENT OF REAL ESTATE.  As an  accommodation  to Tenant,  Landlord shall also
send a copy of all notices to:  SHARTSIS,  FRIESE & GINSBURG  LLP,  ONE MARITIME
PLAZA, 18TH FLOOR, SAN FRANCISCO, CA 94111, ATTN: JONATHON M. KENNEDY;  however,
Tenant  acknowledges  and agrees  that any notice  delivered  to  Tenant's  main
address  listed above shall be considered to be delivered to Tenant,  regardless
of whether or not said notice is  submitted  and/or  received  at the  secondary
address. All notices,  demands,  requests,  advices or designations by Tenant to
Landlord shall be sent by United States  certified or registered  mail,  postage
prepaid, addressed to Landlord at its offices at: PEERY/ARRILLAGA,  2560 MISSION
COLLEGE BLVD., SUITE 101, SANTA CLARA, CA 95054. Each notice,  request,  demand,
advice or designation  referred to in this Paragraph shall be deemed received on
the date of the personal  service or receipt or refusal to accept receipt of the
mailing thereof in the manner herein provided,  as the case may be. Either party
shall have the right,  upon ten (10) days written notice to the other, to change
the address as noted herein."

     7.  ALTERATIONS  MADE BY TENANT:  The  provisions of this Paragraph 7 shall
modify Lease  Paragraphs  5  ("Acceptance  and  Surrender  of  Premises")  and 6
("Alterations and Additions"), as follows:

          A. Landlord  acknowledges that Tenant shall have the right, subject to
     the  terms  of  this  Paragraph  7.A,  to  make  non-structural,   interior
     improvements  ("Interior  Improvements")  to the  Premises  subject  to the
     following:

               a) Tenant shall provide Landlord,  for Landlord's approval, a set
          of construction plans and a list reflecting the Interior  Improvements
          Tenant  desires  to make  to the  Increased  Premises  no  later  than
          November 1, 2002. Upon Landlord's review and approval of said Interior
          Improvements, said construction plans shall become EXHIBIT B-1 to this
          Lease.  Construction of said Interior  Improvements shall not commence
          until  Landlord  and Tenant  execute  Landlord's  standard  Consent to
          Alterations   agreement   and   Landlord  has  posted  its  Notice  of
          Non-Responsibility;



               b) Landlord  shall not be required,  under any  circumstance,  to
          contribute any  concessions or monetary  contribution to said Interior
          Improvements;

               c) Tenant shall not be required to remove the  Landlord  approved
          Interior  Improvements  shown  on  EXHIBIT  B-1 at the  expiration  or
          earlier termination of the Lease Term. Notwithstanding anything to the
          contrary  herein,  Landlord's  approval of said Interior  Improvements
          referenced in Section  7.A(a) above may provide for specific  Interior
          Improvements to be restored at the' expiration or earlier  termination
          of the Lease Term if said  Interior  Improvements  are not  consistent
          with Landlord's standard interior improvements.

          B.  Notwithstanding  anything  to the  contrary  in Lease  Paragraph 6
     ("Alterations  and  Additions"),  Landlord's  written consent to any future
     alterations  or  additions to the Premises  will specify  whether  Landlord
     shall require removal of said alterations and/or additions, provided Tenant
     requests such determination from Landlord.

     8.  TENANT'S  PERSONAL  PROPERTY   INSURANCE  AND  WORKMAN'S   COMPENSATION
INSURANCE.  The provisions of this  Paragraph 8 shall modify Lease  Paragraph 11
"Tenant's Personal Property Insurance and Workman's Compensation Insurance"), as
follows:  Tenant's  obligation  to insure the  leasehold  improvements  owned by
Tenant  within  the  Leased   Premises  shall  be  limited  to  those  leasehold
improvements  owned by Tenant  that are not covered by real  property  insurance
Landlord  obtains  pursuant to Lease  Paragraph  12  ("Property  Insurance")  as
amended in Paragraph 5 above.

     9.  DESTRUCTION.  The  provisions  of this  Paragraph 9 shall  modify Lease
Paragraph 21 ("Destruction"),  as follows:  Landlord's  obligation to rebuild or
restore  the  Premises  shall  be  limited  to the  building  and  any  interior
improvements covered by the real property insurance Landlord obtains pursuant to
Lease Paragraph 12 ("Property Insurance") as amended in Paragraph 5 above:

     10.  AUTHORITY TO EXECUTE.  The parties  executing  this  Agreement  hereby
warrant  and  represent  that  they are  properly  authorized  to  execute  this
Agreement and bind the parties on behalf of whom they execute this Agreement and
to all of the terms,  covenants and  conditions of this Agreement as they relate
to the respective parties hereto.

     11.  DELETION OF  PARAGRAPHS:  Insomuch as Tenant has entered  into a lease
agreement  with  Landlord for premises  located at 700A East  Middlefield  Road,
Mountain  View,  California  (Building A), it is agreed between the parties that
Lease  Paragraphs  54 ("Option to Lease  Building A (700A  Middlefield  Rd., Mt.
View, CA) Option Space"), 55 ("First Right of Refusal") and 56 ("Rights Reserved
for Tenant's  Personal  Benefit"),  all of which relate to said  Building A, are
hereby deleted and shall be of no further force or effect.

     EXCEPT AS MODIFIED HEREIN,  all other terms,  covenants,  and conditions of
said June 16, 1992 Lease Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF,  Landlord and Tenant have executed this Amendment No. 4
to Lease as of the day and year last written below.


LANDLORD:                                          TENANT:

JOHN ARRILLAGA SURVIVOR'S                          SYNOPSYS, INC.
TRUST                                              a Delaware corporation



By    /S/ JOHN ARRILLAGA                           By      /S/ AART DE GEUS
  -----------------------------------------          ---------------------------
      John Arrillaga, Trustee

Date:      8/8/01                                          AART DE GEUS
      -------------------------------------        -----------------------------
                                                   Print or Type Name

RICHARD T. PEERY SEPARATE                          Title:       CHAIRMAN & CEO
                                                          ----------------------
PROPERTY TRUST

By    /S/ JASON PEERY                              Date:        8/8/01
  -----------------------------------------              -----------------------
      Jason Peery, Special Trustee




                                  EXHIBIT 10.12

                                 AMENDMENT NO. 3
                                    TO LEASE


         THIS  AMENDMENT  NO. 3 is made and entered  into this l8th day of July,
2001, by and between JOHN ARRILLAGA, Trustee, or his Successor Trustee UTA dated
7/20/77 (JOHN ARRILLAGA  SURVIVOR'S  TRUST)  (previously known as the "Arrillaga
Family Trust" and the "John Arrillaga Separate Property Trust") as amended,  and
RICHARD T. PEERY,  Trustee,  or his Successor Trustee UTA dated 7/20/77 (RICHARD
T. PEERY SEPARATE  PROPERTY  TRUST) as amended,  collectively  as LANDLORD,  and
SYNOPSYS, INC., A DELAWARE CORPORATION, as TENANT.


                                    RECITALS


         A. WHEREAS,  by Lease  Agreement dated June 23, 1993 Landlord leased to
Tenant all of that certain  104,170+/- square foot building located at 700A East
Middlefield  Road,  Mountain  View,  California,  the  details of which are more
particularly set forth in said June 23, 1993 Lease Agreement, and

         B. WHEREAS, said Lease was amended by Amendment No. 1 dated November 4,
1994 which: (i) acknowledged  Tenant's  exercise of it option to delay occupancy
of the first  floor of the  Premises  and  established  February  1, 1995 as the
Commencement Date for the second floor of the Premises;  (ii) decreased the Term
of the Lease to eight  years  five  months,  or from  October  1,  1994  through
February 28, 2003,  pursuant to Lease Paragraph 51  ("Commencement  Date,  Lease
Term and Basic Rent Schedule Amended in the Event Tenant Delays Occupancy on the
First and/or Second Floor of the Leased Premises");  and (iii) amended the Basic
Rent Schedule and the Aggregate Rent accordingly, and,

         C. WHEREAS,  said Lease was amended by Amendment No. 2 dated October 4,
1995 which:  (i) amended Lease  Paragraphs  49 ("Cross  Default") and 50 ("Lease
Terms  Co-Terminous")  to include  reference to Tenant's other lease  agreements
with  Landlord  dated  August 17,  1990,  June 16,  1992 and August 24, 1995 for
premises  respectively  located at 7000 and 700B East Middlefield Road, Mountain
View,  California and 1101 West Maude Avenue,  Mountain View,  California;  (ii)
amended Lease Paragraph 523 ("Structural Capital Costs Regulated by Governmental
Agencies after the  Commencement  of this Lease Not Caused by Tenant or Tenant's
Uses or Remodeling of the  Premises") to correct an error  disclosed by an audit
of the Lease which required the deletion of the reference to the last four years
of the Lease Term as a factor in calculating  Tenant's cash contribution towards
the cost of said  improvements;  (iii) established  Tenant's  temporary driveway
rights to adjacent property leased by Tenant at 1101 West Maude Avenue, Mountain
View, California; and (iv) replaced Exhibit A to the Lease, and

         D.  WHEREAS,  it is now the desire of the  parties  hereto to amend the
Lease  by (i)  extending  the  Term  for  twelve  years,  thereby  changing  the
Termination  Date from February 28, 2003 to February 28, 2015, (ii) amending the
Basic Rent  schedule  and  Aggregate  Rent  accordingly,  (iii)  increasing  the
Security  Deposit  required  under the Lease,  (iv) amending the  Management Fee
charged to Tenant,  (vii) replacing Lease  Paragraphs 12 ("Property  Insurance")
and  31  ("Notices"),  (viii)  amending  Lease  Paragraphs  5  ("Acceptance  and
Surrender of Premises"), 6 ("Alterations and Additions"), 11 ("Tenant's Personal
Property Insurance and Workman's Compensation Insurance") and 21 ("Destruction")
and (ix) adding a paragraph  ("Authority to Execute") to the Lease  Agreement as
hereinafter set forth.




                                    AGREEMENT

         NOW THEREFORE,  for valuable consideration,  receipt of which is hereby
acknowledged,  and in  consideration  of the hereinafter  mutual  promises,  the
parties hereto do agree as follows:

     1. TERM OF LEASE:  It is agreed  between the parties  that the Term of said
Lease Agreement shall be extended for an additional twelve (12) year period, and
the Lease  Termination  Date shall be changed from February 28, 2003 to February
28, 2015.

     2. BASIC RENT  SCHEDULE:  The monthly Basic Rent Schedule shall be adjusted
as follows:


         On March 1, 2003, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2004.

         On March 1, 2004, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2005.

         On March 1, 2005, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2006.

         On March 1, 2006,  the sum of [***]*  shall be due, and like sum due on
the first day of each month thereafter, through and including February 1, 2007.

         On March 1, 2007, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2008.

         On March 1, 2008, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2009.

         On March 1, 2009, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2010.

         On March 1, 2010, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2011.

         On March 1, 2011, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2012.



         On March l, 2012, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2013.

         On March 1, 2013, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2014.

         On March 1, 2014, the sum of [***]* shall be due, and a like sum due on
the first day of each month -  thereafter,  through  and  including  February 1,
2015.

         The  Aggregate  Basic Rent for the Lease Term,  as  extended,  shall be
increased by $[***]*, or from $[***]* to $[***]*.

     3.  SECURITY  DEPOSIT:  Provided  Tenant  is not in  default  (pursuant  to
Paragraph 19 of the Lease,  I.E.,  Tenant has received notice and any applicable
cure  period  has  expired  without  cure) of any of the terms,  covenants,  and
conditions of the Lease Agreement, the Security Deposit required under the Lease
shall remain  $343,761.00.  In the event of a Tenant default,  Tenant's Security
Deposit shall be increased by $257,631.30,  or from  $343,761.00 to $601,392.30.
Within ten days of notice from  Landlord of an uncured  default under the Lease,
Tenant shall provide Landlord with: (i) an amended Standby Letter of Credit,  in
compliance with the terms of Lease Paragraph 46 ("Security  Deposit  Represented
by  Standby  Letter of  Credit")  in the total  amount of  $601,392.30;  or (ii)
deposit  additional cash in the amount of $257,631.30.  Within ten business days
of Tenant's  execution of this  Amendment No. 3, Tenant shall  provide  Landlord
with an amended  Standby Letter of Credit  reflecting an expiration  date on the
Standby Letter of Credit of March 30, 2015.

     4.  MANAGEMENT  FEE:  Effective March l, 2003, and on the first day of each
month  thereafter  during  said Lease Term,  Tenant  shall pay to  Landlord,  in
addition to the Basic Rent and Additional  Rent, a fixed monthly  management fee
("Management  Fee") equal to one and one-half  percent  (1.5%) of the Basic Rent
due for each month throughout the remaining Lease Term. Notwithstanding anything
to the  contrary  above  or in  Lease  Paragraph  4.D  ("Additional  Rent"),  no
additional real property management fee shall be charged to Tenant.

     5. PROPERTY INSURANCE:  Lease Paragraph 12 ("Property Insurance") is hereby
deleted in its entirety and shall be replaced with the following:

     "12. PROPERTY INSURANCE.  Landlord shall purchase and keep in force, and as
Additional Rent and in accordance with Paragraph 4D of this Lease,  Tenant shall
pay to  Landlord  (or  Landlord's  agent if so directed  by  Landlord)  Tenant's
proportionate share (allocated to the Leased Premises by square footage or other
equitable  basis as calculated and determined by Landlord) of the deductibles on
insurance claims and the cost of, policy or policies of insurance  covering loss
or damage to the  Premises  (including  all  improvements  within  the  Premises
constructed  by  either  Landlord  or  Tenant   (provided  Tenant  has  obtained
Landlord's  written approval for said  improvements to the Premises) and Complex
(excluding routine  maintenance and repairs and incidental damage or destruction
caused by accidents or vandalism for which Tenant is responsible under Paragraph
7) in the amount of the full  replacement  value thereof,  providing  protection
against those perils included within the classification of "all risks" insurance
and flood and/or  earthquake  insurance,  if available,  plus a policy of rental
income  insurance  in the amount of one  hundred  (100%)  percent of twelve (12)
months Basic Rent, plus sums paid as Additional Rent and any deductibles related
thereto. If such insurance cost is increased due to Tenant's use of the Premises
or the Complex, Tenant agrees to pay to Landlord the full cost of such increase.
Tenant shall have no interest in nor any right to the proceeds of any  insurance
procured by Landlord for the Complex.

     In addition and notwithstanding  anything to the contrary in this Paragraph
12, each party to this Lease  hereby  waives all rights of recovery  against the
other party or its officer,  employees,  agents and  representatives for loss or
damage to its property or the property of others under its control, arising from
any cause  insured  against  under the fire and  extended  coverage  (excluding,
however,  any  loss  resulting  from  Hazardous  Material  contamination  of the
Property)  required to be maintained by the terms of this Lease Agreement to the
extent full  reimbursement  of the  loss/claim is received by the insured party.
Each party required to carry property insurance hereunder shall cause the policy
evidencing  such  insurance  to include a provision  permitting  such release of
liability ("waiver of subrogation  endorsement") provided,  however, that if the



--------
*  Confidential  treatment has been  requested for the  bracketed  portion.  The
confidential  redacted  portion has been omitted and filed  separately  with the
Securities and Exchange Commission.



insurance  policy of either  releasing  party  prohibits such waiver,  then this
waiver shall not take effect until consent to such waiver is obtained; provided,
however,  that if the insurance  policy of either releasing party prohibits such
waiver,  then this waiver shall not take effect until  consent to such waiver is
obtained.  If such waiver is so  prohibited,  the insured party  affected  shall
promptly notify the other party thereof.  In the event the waivers are issued to
the parties and are not valid under current policies and/or subsequent insurance
policies,  the  non-complying  party will provide,  to the other party,  30 days
advance  notification of the  cancellation of the subrogation  waiver,  in which
case neither  party will provide such  subrogation  waiver  thereafter  and this
Paragraph will be null and void. The foregoing  waiver of subrogation  shall not
include any loss resulting from Hazardous Material contamination of the Property
or any insurance coverage relating thereto."

     6.  NOTICES:  Lease  Paragraph  31  ("Notices")  is hereby  deleted  in its
entirety and shall be replaced with the following:

     "31. NOTICES. All notices, demands, requests, advices or designations which
may be or are required to be given by either party to the other  hereunder shall
be in writing.  All  notices,  demands,  requests,  advices or  designations  by
Landlord to Tenant shall be sufficiently  given, made or delivered if personally
served on Tenant by leaving the same at the Premises  (provided  written receipt
is offered and is  addressed  to the  attention  of the Vice  President  of Real
Estate)  or if sent by United  States  certified  or  registered  mail,  postage
prepaid or by a reputable  same day or overnight  courier  service  addressed to
Tenant at: SYNOPSYS,  INC., 700 EAST MIDDLEFIELD ROAD,  MOUNTAIN VIEW, CA 94043,
ATTN: VICE PRESIDENT OF REAL ESTATE.  As an  accommodation  to Tenant,  Landlord
shall also send a copy of all notices to:  SHARTSIS,  FRIESE & GINSBURG LLP, ONE
MARITIME PLAZA, 18TH FLOOR, SAN FRANCISCO,  CA 94111, ATTN: JONATHON M. KENNEDY;
however,  Tenant  acknowledges  and agrees that any notice delivered to Tenant's
main  address  listed  above  shall be  considered  to be  delivered  to Tenant,
regardless  of whether or not said notice is  submitted  and/or  received at the
secondary address. All notices,  demands,  requests,  advices or designations by
Tenant to Landlord shall be sent by United States  certified or registered mail,
postage prepaid, addressed to Landlord at its offices at: PEERY/ARRILLAGA,  2560
MISSION COLLEGE BLVD.,  SUITE 101, SANTA CLARA, CA 95054. Each notice,  request,
demand,  advice or  designation  referred to in this  Paragraph  shall be deemed
received  on the date of the  personal  service  or receipt or refusal to accept
receipt of the mailing  thereof in the manner herein  provided,  as the case may
be. Either party shall have the right,  upon ten (10) days written notice to the
other, to change the address as noted herein."

     7.  ALTERATIONS  MADE BY TENANT:  The  provisions of this Paragraph 7 shall
modify Lease  Paragraphs  5  ("Acceptance  and  Surrender  of  Premises")  and 6
("Alterations and Additions"), as follows:

          a) Landlord  acknowledges that Tenant shall have the right, subject to
     the  terms  of  this  Paragraph  7.A,  to  make  non-structural,   interior
     improvements  ("Interior  Improvements")  to the  Premises  subject  to the
     following:

          b) Tenant shall provide Landlord,  for Landlord's  approval,  a set of
     construction plans and a list reflecting the Interior  Improvements  Tenant
     desires to make to the  Increased  Premises no later than  November 1, 2002
     Upon  Landlord's  review and approval of said Interior  Improvements,  said
     construction plans shall become Exhibit B-1 to this Lease.  Construction of
     said Interior  Improvements  shall not commence  until  Landlord and Tenant
     execute Landlord's standard Consent to Alterations  agreement and' Landlord
     has posted its Notice of Non-Responsibility;





          c)  Landlord  shall  not  be  required,  under  any  circumstance,  to
     contribute  any  concessions  or  monetary  contribution  to said  Interior
     Improvements;

          d)  Tenant  shall not be  required  to remove  the  Landlord  approved
     Interior  Improvements  shown on Exhibit B-1 at the  expiration  or earlier
     termination  of the Lease Term.  Notwithstanding  anything to the  contrary
     herein,  Landlord's  approval of said Interior  Improvements  referenced in
     Section 7.A(a) above may provide for specific  Interior  Improvements to be
     restored at the expiration or earlier termination of the Lease Term if said
     Interior  Improvements are not consistent with Landlord's standard interior
     improvements;

          e)  Notwithstanding  anything  to the  contrary  in Lease  Paragraph 6
     ("Alterations  and  Additions"),  Landlord's  written consent to any future
     alterations  or  additions to the Premises  will specify  whether  Landlord
     shall require removal of said alterations and/or additions, provided Tenant
     requests such determination from Landlord.

     8.  TENANT'S  PERSONAL  PROPERTY   INSURANCE  AND  WORKMAN'S   COMPENSATION
INSURANCE.  The provisions of this  Paragraph 8 shall modify Lease  Paragraph 11
("Tenant's Personal Property Insurance and Workman's  Compensation  Insurance"),
as follows:  Tenant's  obligation to insure the leasehold  improvements owned by
Tenant  within  the  Leased   Premises  shall  be  limited  to  those  leasehold
improvements  owned by Tenant  that are not covered by real  property  insurance
Landlord  obtains  pursuant to Lease  Paragraph  12  ("Property  Insurance")  as
amended in Paragraph 5 above.

     9.  DESTRUCTION.  The  provisions  of this  Paragraph 9 shall  modify Lease
Paragraph 21 ("Destruction"),  as follows:  Landlord's  obligation to rebuild or
restore  the  Premises  shall  be  limited  to the  building  and  any  interior
improvements covered by the real property insurance Landlord obtains pursuant to
Lease Paragraph 12 ("Property Insurance") as amended in Paragraph 5 above.

     10.  AUTHORITY TO EXECUTE.  The parties  executing  this  Agreement  hereby
warrant  and  represent  that  they are  properly  authorized  to  execute  this
Agreement and bind the parties on behalf of whom they execute this Agreement and
to all of the terms,  covenants and  conditions of this Agreement as they relate
to the respective parties hereto.

         EXCEPT AS MODIFIED HEREIN, all other terms,  covenants,  and conditions
of said June 23, 1993 Lease Agreement shall remain in full force and effect.

         IN WITNESS  WHEREOF,  Landlord and Tenant have executed this  Amendment
No. 3 to Lease as of the day and year last written below.


LANDLORD:                                        TENANT:
JOHN ARRILLAGA SURVIVOR'S                        SYNOPSYS, INC.
TRUST                                            a Delaware corporation


By    /S/ JOHN ARRILLAGA                         By      /S/ AART DE GEUS
  ---------------------------------------          -----------------------------
      John Arrillaga, Trustee

Date:      8/8/01                                        AART DE GEUS
      -----------------------------------        -------------------------------
                                                 Print or Type Name

RICHARD T. PEERY SEPARATE                        Title:       CHAIRMAN & CEO
                                                        ------------------------
PROPERTY TRUST

By    /S/ JASON PEERY                            Date:        8/8/01
  ---------------------------------------              -------------------------
      Jason Peery, Special Trustee

Date:         8/8/01
      -----------------------------------








                                  EXHIBIT 10.13

                                 AMENDMENT NO. 1
                                    TO LEASE

         THIS  AMENDMENT  NO. 1 is made and entered  into this 18th day of July,
2001, by and between JOHN ARRILLAGA, Trustee, or his Successor Trustee UTA dated
7/20/77 (JOHN ARRILLAGA  SURVIVOR'S  TRUST)  (previously known as the "Arrillaga
Family  Trust") as  amended,  and RICHARD T. PEERY,  Trustee,  or his  Successor
Trustee UTA dated 7/20/77 (RICHARD T. PEERY SEPARATE PROPERTY TRUST) as amended,
collectively as LANDLORD, and SYNOPSYS, INC., A DELAWARE CORPORATION, as TENANT.

                                    RECITALS

         A. WHEREAS, by Lease Agreement dated August 24, 1995 Landlord leased to
Tenant all of that certain  85,000+/-  square foot building located at 1101 West
Maude  Avenue,  Mountain  View,  California,  the  details  of  which  are  more
particularly set forth in said August 24, 1995 Lease Agreement, and

         B.  WHEREAS,  it is now the desire of the  parties  hereto to amend the
Lease  by:  (i)  extending  the Term for  twelve  years,  thereby  changing  the
Termination  Date from February 28, 2003 to February 28, 2015, (ii) amending the
Basic Rent  schedule  and  Aggregate  Rent  accordingly,  (iii)  increasing  the
Security  Deposit  required  under the Lease,  (iv) amending the  Management Fee
charged to Tenant,  (vii) replacing Lease  Paragraphs 12 ("Property  Insurance")
and  31  ("Notices"),  (viii)  amending  Lease  Paragraphs  5  ("Acceptance  and
Surrender of Premises"), 6 ("Alterations and Additions"), 11 ("Tenant's Personal
Property   Insurance   and   Workman's    Compensation    Insurance")   and   21
("Destruction"),  (xi)  adding a paragraph  ("Authority  to  Execute"),  and (x)
deleting Lease  Paragraphs 53 ("Two (2) - Three (3) Year Options to Extend") and
54 ("Tenant's  Option to Terminate Lease") to the Lease Agreement as hereinafter
set forth.

                                    AGREEMENT

         NOW THEREFORE,  for valuable consideration,  receipt of which is hereby
acknowledged,  and in  consideration  of the hereinafter  mutual  promises,  the
parties hereto do agree as follows:

     1) TERM OF LEASE:  It is agreed  between the parties  that the Term of said
Lease Agreement shall be extended for an additional twelve (12) year period (the
"Extended Term"),  and the Lease Termination Date shall be changed from February
28, 2003 to February  28, 2015.  The Extended  Term of the Lease is comprised of
the two three year  extensions  (which  extend the Term to  February  28,  2009)
covered under  Tenant's  Option to Extend  pursuant to Lease  Paragraph 53 ("Two
Three Year  Options to Extend")  and an  additional  six year  extension,  which
extends the Term to February 28, 2015 to make the Termination Date of this Lease
co-terminous  with the extended  term of the Existing  Leases as  referenced  in
Lease  Paragraph 47 ("Lease  Terms  Co-Terminous").  Tenant and Landlord  hereby
acknowledge Tenant's exercise of said Options to Extend the Terms of said Lease,
and Lease  Paragraph 53 is hereby  deleted in its entirety upon the execution of
this Amendment No. 1.





     2) BASIC RENTAL FOR EXTENDED  TERM OF LEASE:  The monthly  Basic Rental for
the Extended Term of Lease shall be as follows:

         On March 1, 2003, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter through and including February 1, 2004.

         On March 1, 2004, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter through and including February 1, 2005.

         On March 1, 2005, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter through and including February 1, 2006.

         On March 1, 2006, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter through and including February 1, 2007.

         On March 1, 2007, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter through and including February 1, 2008.

         On March 1, 2008,  the sum of [***]*shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2009.

         On March 1, 2009, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2010.

         On March 1, 2010, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February l, 2011.

         On March 1, 2011, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2012.

         On March 1, 2012, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2013.

         On March 1, 2013, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2014.

         On March 1, 2014, the sum of [***]* shall be due, and a like sum due on
the first day of each month thereafter, through and including February 1, 2015.

         The  Aggregate  Basic Rent for the Lease Term,  as  extended,  shall be
increased by $[***]* or from $[***]* to $[***]*.

     3)  SECURITY  DEPOSIT:  Provided  Tenant  is not in  default  (pursuant  to
Paragraph 19 of the Lease,  i.e..  Tenant has received notice and any applicable
cure  period  has  expired  without  cure) of any of the terms,  covenants,  and
conditions of the Lease Agreement, the Security Deposit required under the Lease
shall remain  $280,500.00.  In the event of a Tenant default,  Tenant's Security
Deposit shall be increased by $210,220.42, or from $280,500.00 to $490,720.42 as
follows:

          A. By  February  28,  2003 (or  within  ten (10) days of  notice  from
     Landlord of an uncured default under the Lease if said default occurs after
     February 28,  2003),  Tenant  shall:  (i) provide  Landlord with an amended
     Standby Letter of Credit,  in compliance  with the terms of Lease Paragraph
     44  ("Security  Deposit  Represented  by Standby  Letter of Credit") in the
     total amount of $297,500.00,  which amount is the Security Deposit required
     under  Tenant's  First  Three  Year  Option  to  Extend  as stated in Lease
     Paragraph 53.A; or (ii) deposit cash in the amount of $17,000.00.




--------
*  Confidential  treatment has been  requested for the  bracketed  portion.  The
confidential  redacted  portion has been omitted and filed  separately  with the
Securities and Exchange Commission.



          B. By  February  28,  2006 (or  within  ten (10) days of  notice  from
     Landlord of an uncured default under the Lease if said default occurs after
     February 28,  2006),  Tenant  shall:  (i) provide  Landlord with an amended
     Standby Letter of Credit,  in compliance  with the terms of Lease Paragraph
     44  ("Security  Deposit  Represented  by Standby  Letter of Credit") in the
     total amount of $323,000.00,  which amount is the Security Deposit required
     under  Tenant's  Second  Three  Year  Option  to  Extend as stated in Lease
     Paragraph 53.13; or (ii) deposit cash in the amount of $25,500.00.

          C. By  February  28,  2009 (or  within  ten (10) days of  notice  from
     Landlord of an uncured default under the Lease if said default occurs after
     February 28,  2006),  Tenant  shall:  (i) provide  Landlord with an amended
     Standby Letter of Credit,  in compliance  with the terms of Lease Paragraph
     44  ("Security  Deposit  Represented  by Standby  Letter of Credit") in the
     total amount of  $490,720.42,  which amount is the total  Security  Deposit
     required  under  the  Lease;   or  (ii)  deposit  cash  in  the  amount  of
     $167,720.42.

     Within ten (10) business days of Tenant's  execution of this  Amendment No.
1,  Tenant  shall  provide  Landlord  with an amended  Standby  Letter of Credit
reflecting an expiration date on the Standby Letter of Credit of March 30, 2015.

     4) MANAGEMENT  FEE:  Effective  March 1, 2009, and on the first day of each
month  thereafter  during  said Lease Term,  Tenant  shall pay to  Landlord,  in
addition to the Basic Rent and Additional  Rent, a fixed monthly  management fee
("Management  Fee") equal to one and one-half  percent  (1.5%) of the Basic Rent
due for each month throughout the remaining Lease Term. Notwithstanding anything
to the  contrary  above  or in  Lease  Paragraph  4.D  ("Additional  Rent"),  no
additional real property management fee shall be charged to Tenant.

     5) PROPERTY INSURANCE:  Lease Paragraph 12 ("Property Insurance") is hereby
deleted in its entirety and shall be replaced with the following:

     "12: PROPERTY INSURANCE.  Landlord shall purchase and keep in force, and as
Additional Rent and in accordance with Paragraph 4D of this Lease,  Tenant shall
pay to  Landlord  (or  Landlord's  agent if so directed  by  Landlord)  Tenant's
proportionate share (allocated to the Leased Premises by square footage or other
equitable  basis as calculated and determined by Landlord) of the deductibles on
insurance claims and the cost of, policy or policies of insurance  covering loss
or damage to the  Premises  (including  all  improvements  within  the  Premises
constructed  by  either  Landlord  or  Tenant   (provided  Tenant  has  obtained
Landlord's  written approval for said  improvements to the Premises) and Complex
(excluding routine  maintenance and repairs and incidental damage or destruction
caused by accidents or vandalism for which Tenant is responsible under Paragraph
7) in the amount of the full  replacement  value thereof,  providing  protection
against those perils included within the classification of "all risks" insurance
and flood and/or  earthquake  insurance,  if available,  plus a policy of rental
income  insurance  in the amount of one  hundred  (100%)  percent of twelve (12)
months Basic Rent, plus sums paid as Additional Rent and any deductibles related
thereto. If such insurance cost is increased due to Tenant's use of the Premises
or the Complex, Tenant agrees to pay to Landlord the full cost of such increase.
Tenant shall have no interest in nor any right to the proceeds of any  insurance
procured by Landlord for the Complex.





         In  addition  and  notwithstanding  anything  to the  contrary  in this
Paragraph  12,  each party to this Lease  hereby  waives all rights of  recovery
against the other party or its officer, employees, gents and representatives for
loss or damage to its  property  or the  property of others  under its  control,
arising from any cause  insured  against  under the fire and  extended  coverage
(excluding, however, any loss resulting from Hazardous Material contamination of
the Property)  required to be maintained by the terms of this Lease Agreement to
the extent  full  reimbursement  of the  loss/claim  is  received by the insured
party. Each party required to carry property insurance hereunder shall cause the
policy evidencing such insurance to include a provision  permitting such release
of liability ("waiver of subrogation  endorsement")  provided,  however, that if
the insurance policy of either releasing party prohibits such waiver,  then this
waiver shall not take effect until consent to such waiver is obtained; provided,
however,  that if the insurance  policy of either releasing party prohibits such
waiver,  then this waiver shall not take effect until  consent to such waiver is
obtained.  If such waiver is so  prohibited,  the insured party  affected  shall
promptly notify the other party thereof. In the' event the waivers are issued to
the parties and are not valid under current policies and/or subsequent insurance
policies,  the  non-complying  party will provide,  to the other party,  30 days
advance  notification of the  cancellation of the subrogation  waiver,  in which
case neither  party will provide such  subrogation  waiver  thereafter  and this
Paragraph will be null and void. The foregoing  waiver of subrogation  shall not
include any loss resulting from Hazardous Material contamination of the Property
or any insurance coverage relating thereto."

     6)  NOTICES:  Lease  Paragraph  31  ("Notices")  is hereby  deleted  in its
entirety and shall be replaced with the following:

     "31. NOTICES. All notices, demands, requests, advices or designations which
maybe or are required to be given by either party to the other  hereunder  shall
be in writing.  All  notices,  demands,  requests,  advices or  designations  by
Landlord to Tenant shall be sufficiently  given, made or delivered if personally
served on Tenant by leaving the same at the Premises  (provided  written receipt
is offered and is  addressed  to the  attention  of the Vice  President  of Real
Estate)  or if sent by United  States  certified  or  registered  mail,  postage
prepaid or by a reputable  same day or overnight  courier  service  addressed to
Tenant at: SYNOPSYS,  INC., 700 EAST MIDDLEFIELD ROAD,  MOUNTAIN VIEW, CA 94043,
ATTN: VICE PRESIDENT OF REAL ESTATE.  As an  accommodation  to Tenant,  Landlord
shall also send a copy of all notices to:  SHARTSIS,  FRIESE & GINSBURG LLP, ONE
MARITIME PLAZA, 18TH FLOOR, SAN FRANCISCO,  CA 94111, ATTN: JONATHON M. KENNEDY;
however,  Tenant  acknowledges  and agrees that any notice delivered to Tenant's
main  address  listed  above  shall be  considered  to be  delivered  to Tenant,
regardless  of whether or not said notice is  submitted  and/or  received at the
secondary address. All notices,  demands,  requests,  advices or designations by
Tenant to Landlord shall be sent by United States  certified or registered mail,
postage prepaid, addressed to Landlord at its offices at: PEERY/ARRILLAGA,  2560
MISSION COLLEGE BLVD.,  SUITE 101, SANTA CLARA, CA 95054. Each notice,  request,
demand,  advice or  designation  referred to in this  Paragraph  shall be deemed
received  on the date of the  personal  service  or receipt or refusal to accept
receipt of the mailing  thereof in the manner herein  provided,  as the case may
be. Either party shall have the right,  upon ten (10) days written notice to the
other, to change the address as noted herein."

     7)  ALTERATIONS  MADE BY TENANT:  The  provisions of this Paragraph 7 shall
modify Lease  Paragraphs  5  ("Acceptance  and  Surrender  of  Premises")  and 6
("Alterations and Additions"), as follows:

          A. Landlord  acknowledges that Tenant shall have the right, subject to
     the  terms  of  this  Paragraph  7.A,  to  make  non-structural,   interior
     improvements  ("Interior  Improvements")  to the  Premises  subject  to the
     following:

               a) Tenant shall provide Landlord,  for Landlord's approval, a set
          of construction plans and a list reflecting the Interior  Improvements
          Tenant  desires  to make  to the  Increased  Premises  no  later  than
          November 1, 2002. Upon Landlord's review and approval of said Interior
          Improvements, said construction plans shall become EXHIBIT B-1 to this
          Lease.  Construction of said Interior  Improvements shall not commence
          until  Landlord  and Tenant  execute  Landlord's  standard  Consent to
          Alterations   agreement   and   Landlord  has  posted  its  Notice  of
          Non-Responsibility;




               b) Landlord  shall not be required,  under any  circumstance,  to
          contribute any  concessions or monetary  contribution to said Interior
          Improvements;

               c) Tenant shall not be required to remove the  Landlord  approved
          Interior  Improvements  shown  on  EXHIBIT  B-1 at the  expiration  or
          earlier termination of the Lease Term. Notwithstanding anything to the
          contrary  herein,  Landlord's  approval of said Interior  Improvements
          referenced in Section  7.A(a) above may provide for specific  Interior
          Improvements  to be restored of the expiration or earlier  termination
          of the Lease Term if said  Interior  Improvements  are not  consistent
          with Landlord's standard interior improvements.

          B.  Notwithstanding  anything  to the  contrary  in Lease  Paragraph 6
     ("Alterations  and  Additions"),  Landlord's  written consent to any future
     alterations  or  additions to the Premises  will specify  whether  Landlord
     shall require removal of said alterations and/or additions, provided Tenant
     requests such determination from Landlord:

     8)  TENANT'S  PERSONAL  PROPERTY   INSURANCE  AND  WORKMAN'S   COMPENSATION
INSURANCE.  The provisions of this  Paragraph 8 shall modify Lease  Paragraph 11
("Tenant's Personal Property Insurance and Workman's  Compensation  Insurance"),
as follows:  Tenant's  obligation to insure the leasehold  improvements owned by
Tenant  within  the  Leased   Premises  shall  be  limited  to  those  leasehold
improvements  owned by Tenant  that are not covered by real  property  insurance
Landlord  obtains  pursuant to Lease  Paragraph  12  ("Property  Insurance")  as
amended in Paragraph 5 above.

     9)  DESTRUCTION.  The  provisions  of this  Paragraph 9 shall  modify Lease
Paragraph 21 ("Destruction"),  as follows:  Landlord's  obligation to rebuild or
restore  the  Premises  shall  be  limited  to the  building  and  any  interior
improvements covered by the real property insurance Landlord obtains pursuant to
Lease Paragraph 12 ("Property Insurance") as amended in Paragraph 5 above.

     10)  AUTHORITY TO EXECUTE.  The parties  executing  this  Agreement  hereby
warrant  and  represent  that  they are  properly  authorized  to  execute  this
Agreement and bind the parties on behalf of whom they execute this Agreement and
to all of the terms,  covenants and  conditions of this Agreement as they relate
to the respective parties hereto.

     11)  TENANT'S  OPTION TO TERMINATE  LEASE:  Lease  Paragraph 54  ("Tenant's
Option to Terminate  Lease") is hereby deleted in its entirety,  and shall be of
no further force or effect.

     EXCEPT AS MODIFIED HEREIN,  all other terms,  covenants,  and conditions of
said August 24, 1995 Lease Agreement shall remain in full force and effect.

     IN WITNESS WHEREOF,  Landlord and Tenant have executed this Amendment No. 1
to Lease as, of the day and year last written below.


LANDLORD:                                        TENANT:
JOHN ARRILLAGA SURVIVOR'S                        SYNOPSYS, INC.
TRUST                                            a Delaware corporation



By    /S/ JOHN ARRILLAGA                         By      /S/ AART DE GEUS
  -----------------------------------------        -----------------------------
      John Arrillaga, Trustee

Date:      8/8/01                                        AART DE GEUS
      -------------------------------------      -------------------------------
                                                 Print or Type Name

RICHARD T. PEERY SEPARATE                        Title:       CHAIRMAN & CEO
                                                        ------------------------
PROPERTY TRUST

By    /S/ JASON PEERY                            Date:        8/8/01
  -----------------------------------------            -------------------------
      Jason Peery, Special Trustee
Date:    8/8/01
      ------------






                                  EXHIBIT 10.21


                   SCHEDULE OF EXECUTIVE EMPLOYMENT AGREEMENTS

         The Company has entered into Employment Agreements in the form filed as
Exhibit  10.29(a)  to the  Company's  Quarterly  Report  on  Form  10-Q  for the
quarterly period ended January 3, 1998 with the individuals  listed below.  Both
agreements  are  identical  except  for the  references  to  names,  titles  and
annualized  base  salaries  (for fiscal  2002),  which are shown in the schedule
below.

  NAME                               TITLE               ANNUALIZED BASE SALARY
  ----                               ------              ----------------------

  Aart de Geus                Chief Executive Officer           $400,000

  Chi-Foon Chan               Chief Operating Officer           $400,000












                                  EXHIBIT 21.1

                                 SYNOPSYS, INC.
                                  Subsidiaries


                             NAME                  JURISDICTION OF INCORPORATION
ACEO Technology, Inc.                                            US
Advanced Test Technologies,  Inc.                                US
Analogy France SARL                                            France
Analogy GmbH                                                  Germany
Analogy UK Ltd.                                            United Kingdom
Analogy AB Sweden                                              Sweden
Angel Fund Limited                                           Hong Kong
Angel Hi-Tech Limited                                         Bermuda
Angel Technology Limited                                    Not Available
Apteq Design Systems, Inc.                                       US
Archer Systems, Inc.                                             US
Avansmart, Inc.                                               Delaware
Avant! Asia Investment Holdings, Inc.                  British Virgin Islands
Avant! China                                        People's Republic of China
Avant! China Holdings, Ltd.                                   Bermuda
Avant! Corp SRL (Italy)                                        Italy
Avant! Corporation LLC                                        Delaware
Avant! Corporation Limited                                 United Kingdom
Avant! Europe Manufacturing Ltd.                              Ireland
Avant! Export FSC, Inc.                                       Barbados
Gemstone LLC                                                Not Available
Avant! Gmbh                                                   Germany
Avant! Global Investment Holdings, Ltd.                       Bermuda
Avant! Global Technologies Ltd.                               Bermuda
Avant! Hi-Tech Corporation                                     Taiwan
Avant! International Distribution Ltd.                        Ireland
Avant! Japan Corporation                                       Japan
Avant! Korea Co., Ltd.                                         Korea
Avant! Micro-Electronic (Shanghai) Company Limited             China
Avant! Software & Development Centre (India) Private
       Limited                                                 India
Avant! Software (Israel) Ltd.                                  Israel
Avant! Sweden SA                                               Sweden
Avant! Taiwan Holdings, Ltd.                                  Bermuda
Avant! UK                                                        UK
Avant! Worldwide Holdings, Ltd.                               Bermuda
Avanticorp. Hong Kong Limited                                Hong Kong
Avanwise, Inc.                                                Delaware
Chronologic Simulation, Inc.                                     US
Cida Technology, Inc.                                            US
Co-Design Automation, Inc.                                       US
Co-Design Automation Ltd.                                        UK





Compass Design Automation International, B.V.               Netherlands
Compass Design Automation, EURL                                France
Compass Design Automation, Inc.                                  US
Compass Italy BV                                            Netherlands
Compass Japan KK                                               Japan
Compass Korea                                                  Korea
Crystal Investment (Taiwan) Corporation                        Taiwan
Crystal VC                                                 Cayman Island
Eagle Design Automation, Inc.                                    US
Electronic Design Automation Services Europe                Netherlands
Epic International, Inc.                                         US
Everest Design Automation, Inc.                                  US
Galax!                                                        Delaware
Gambit Automation Design, Inc.                                   US
Gemstone LLC                                                  Delaware
inSilicon Canada Corporation                                   Canada
inSilicon Canada Holding ULC                                   Canada
inSilicon Canada Ltd.                                          Canada
inSilicon Corporation                                         Delaware
inSilicon GmbH                                                Germany
inSilicon Holding Corp.                                       US (DE)
inSilicon International, Inc.                                 US (DE)
inSilicon K.K.                                                 Japan
inSilicon Limited                                                UK
InterHDL, Inc.                                               California
InterHDL Design Corp.                                           U.S
Maingate Electronics, Inc.                                     Japan
Maude Avenue Land Corporation                                    US
Meta Software KK                                                Japan
Meta Software SA                                            Switzerland
Nexus IC                                                   Cayman Islands
Nexus IC Asia                                              Cayman Islands
Oak Merger Corp                                               Delaware
Quad Design Technology, Inc.                                     US
Radiant Design Tools, Inc.                                       US
Silerity, Inc.                                                   US
Stanza Systems, Inc.                                             US
Sunrise Test Systems, Inc.                                       US
Symmetry Design Systems, Inc.                                    US
Synopsys Holding Company                                         US
Synopsys Ireland Limited (GB01)                               Ireland
Synopsys International Limited                                Ireland
Synopsys Ireland Resources                                    Ireland
Synopsys International Inc. (FSC)                             Barbados
Synopsys International Trading (Shanghai) Co., Ltd.  People's Republic of China
Synopsys Denmark ApS (DK01)                                   Denmark
Synopsys Finland OY (Smartech) (FI01)                         Finland
Synopsys SARL (FR01)                                           France
Synopsys Consulting SARL                                       France
Synopsys Services SARL                                         France
Synopsys Leda SARL                                             France
Synopsys Leasing Company                                         US
Synopsys GmbH (DE01)                                          Germany
Synopsys (India) Private Limited (IN01)                        India
Synopsys (India) EDA Software                                  India
       Private Limited (IN03)
Synopsys Israel Limited) (IL01)                                Israel
Synopsys Italia S.r.l. (IT01)                                  Italy
Nihon Synopsys K.K.                                            Japan
Synopsys Korea, Inc. (Yuhan Hoesa Synopsys Korea)              Korea
Synopsys Scandinavia AB (SE01)                                 Sweden
Synopsys (Singapore) Pte. Limited (SG01)                     Singapore
Synopsys (Northern Europe) Limited (GB01)                        UK
Synopsys Taiwan Limited (TW01)                                 Taiwan
System Science, Inc.                                             US
The CAE Company                                             Netherlands
The Silicon Group, Inc.                                        Texas
TMA Italy                                                      Italy
TMA UK                                                     United Kingdom
Viewlogic Asia Corporation                                       US
Xianqu Science & Technology (Shenzhen) Co., Ltd.     People's Republic of China
Xynetix Design Systems, U.K.                               United Kingdom
Xynetix GmbH                                                  Germany




                                  EXHIBIT 23.1

                     REPORT ON FINANCIAL STATEMENT SCHEDULE

The Board of Directors
Synopsys, Inc.:

Under  the date of  November  20,  2002,  except  as to Note 13,  which is as of
January 13, 2003, we reported on the  consolidated  balance  sheets of Synopsys,
Inc.  and  subsidiaries  as of  October  31,  2002  and  2001  and  the  related
consolidated  statements of operations,  stockholders'  equity and comprehensive
income  and cash  flows for each of the  years in the  three-year  period  ended
October  31,  2002.  In  connection  with  our  audits  of  the   aforementioned
consolidated  financial  statements,  we also  audited the related  consolidated
financial statement schedule as listed in the accompanying index. This financial
statement  schedule  is the  responsibility  of the  Company's  management.  Our
responsibility  is to express an opinion on this  financial  statement  schedule
based on our audits.

In our opinion,  such financial statement schedule,  when considered in relation
to the  basic  consolidated  financial  statements  taken as a  whole,  presents
fairly, in all material respects, the information set forth therein.



                                    KPMG LLP


Mountain View,  California
November 20, 2002, except as to Note 13,
which is as of January 13, 2003






                                  EXHIBIT 23.2

                         Consent of Independent Auditors

The Board of Directors
Synopsys, Inc.:

We consent to the  incorporation  by reference in registration  statements (Nos.
333-75638 and 333-67184) on Form S-4 and (Nos. 333-45056,  333-38810, 333-32130,
333-90643,  333-84279,  333-77597,  333-56170,  333-63216, 333-71056, 333-50947,
333-77000,  333-97317,  333-97319,  333-99651,  and  333-100155)  on Form S-8 of
Synopsys,  Inc. of our reports  dated  November 20, 2002,  except as to Note 13,
which is as of January 13, 2003, relating to the consolidated  balance sheets of
Synopsys,  Inc. and subsidiaries as of October 31, 2002 and 2001 and the related
consolidated  statements of operations,  stockholders'  equity and comprehensive
income,  and cash  flows for each of the years in the  three-year  period  ended
October 31, 2002, and the related  consolidated  financial  statement  schedule,
which reports appear in this annual report on Form 10-K of Synopsys, Inc.


                                    KPMG LLP

Mountain View, California
January 31, 2003






                                 CERTIFICATIONS


I, Aart J. de Geus, certify that:


         1. I have reviewed this annual report on Form 10-K of Synopsys, Inc.;


         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report; and


         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


         4. The registrant's  other certifying officer and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


                  a) designed such disclosure  controls and procedures to ensure
         that material  information  relating to the  registrant,  including its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;


                  b) evaluated the effectiveness of the registrant's  disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this annual report (the "Evaluation Date"); and


                  c) presented in this annual report our  conclusions  about the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;


         5. The  registrant's  other  certifying  officer and I have  disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):


                  a) all significant  deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to  record,  process,  summarize  and  report  financial  data and have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and


                  b)  any  fraud,   whether  or  not  material,   that  involves
         management  or  other  employees  who  have a  significant  role in the
         registrant's internal controls; and


         6. The registrant's  other  certifying  officer and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: January 27, 2003


                                            /s/ AART J. DE GEUS
                                            -----------------------
                                            Aart J. de Geus
                                            Chief Executive Officer
                                            (Principal Executive Officer)








I, Steven K. Shevick, certify that:


         1. I have reviewed this annual report on Form 10-K of Synopsys, Inc.;


         2. Based on my  knowledge,  this  annual  report  does not  contain any
untrue  statement of a material fact or omit to state a material fact  necessary
to make the  statements  made,  in light of the  circumstances  under which such
statements  were made, not misleading with respect to the period covered by this
annual report; and


         3. Based on my knowledge, the financial statements, and other financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


         4. The registrant's  other certifying officer and I are responsible for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


                  a) designed such disclosure  controls and procedures to ensure
         that material  information  relating to the  registrant,  including its
         consolidated  subsidiaries,  is made known to us by others within those
         entities, particularly during the period in which this annual report is
         being prepared;


                  b) evaluated the effectiveness of the registrant's  disclosure
         controls and procedures as of a date within 90 days prior to the filing
         date of this annual report (the "Evaluation Date"); and


                  c) presented in this annual report our  conclusions  about the
         effectiveness  of the disclosure  controls and procedures  based on our
         evaluation as of the Evaluation Date;


         5. The  registrant's  other  certifying  officer and I have  disclosed,
based on our most recent evaluation,  to the registrant's auditors and the audit
committee  of  registrant's  board  of  directors  (or  persons  performing  the
equivalent function):


                  a) all significant  deficiencies in the design or operation of
         internal controls which could adversely affect the registrant's ability
         to  record,  process,  summarize  and  report  financial  data and have
         identified  for the  registrant's  auditors any material  weaknesses in
         internal controls; and


                  b)  any  fraud,   whether  or  not  material,   that  involves
         management  or  other  employees  who  have a  significant  role in the
         registrant's internal controls; and


         6. The registrant's  other  certifying  officer and I have indicated in
this annual  report  whether or not there were  significant  changes in internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.


Date: January 27, 2003




                                                   /S/ STEVEN K. SHEVICK
                                                   ---------------------
                                                   Steven K. Shevick
                                                   Chief Financial Officer
                                                   (Principal Financial Officer)