Stock Repurchase Program

The Company’s Board of Directors (the Board) previously approved a stock repurchase program pursuant to which the Company was authorized to purchase up to $500.0 million of its common stock, and has periodically replenished the stock repurchase program to such amount. The Board replenished the stock repurchase program up to $500.0 million on December 3, 2013, as announced on December 4, 2013. The program does not obligate Synopsys to acquire any particular amount of common stock, and the program may be suspended or terminated at any time by Synopsys’ Chief Financial Officer or the Board. The Company repurchases shares to offset dilution caused by ongoing stock issuances from existing equity plans for equity compensation awards and issuances related to acquisitions, and when management believes it is a good use of cash. Repurchases are transacted in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), and may be made through any means including, but not limited to, open market purchases, plans executed under Rule 10b5-1(c) of the Exchange Act and structured transactions. As of July 31, 2015, $200.3 million remained available for further repurchases under the program.

In December 2014, the Company entered into an accelerated share repurchase agreement (the 2015 ASR) to repurchase an aggregate of $180.0 million of the Company’s common stock. Pursuant to the 2015 ASR, the Company made a prepayment of $180.0 million of which an initial share value of $144.0 million was delivered in December and the $36.0 million forward equity contract was settled during the third fiscal quarter of fiscal 2015. Total shares purchased under the 2015 ASR were approximately 4.0 million shares at an average purchase price of $45.37 per share.

Stock repurchase activities are as follow:



	Three Months Ended July 31,				Nine Months Ended July 31,
	2015		2014		2015		2014
	(in thousands)
Total shares repurchased	678		—		3,968		2,050
Total cost of the repurchased shares	$	36,000	$	—	$	180,000	$	79,747
Reissuance of treasury stock	1,553		931		3,931		3,519