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 September 1, 2015. 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 April 30, 2016, $300.0 million remained available for further repurchases under the program.

In August 2015, the Company entered into an accelerated share repurchase agreement (the August 2015 ASR) to repurchase an aggregate of $100.0 million of the Company’s common stock. Pursuant to the August 2015 ASR, the Company made a prepayment of $100.0 million and received an initial share delivery of shares valued at $80.0 million. The remaining balance of $20.0 million was settled in the first quarter of fiscal 2016. Total shares purchased under the August 2015 ASR were approximately 2.1 million shares, at an average purchase price of $48.06 per share.

In December 2015, the Company entered into two simultaneous accelerated share repurchase agreements (the December 2015 ASRs) to repurchase an aggregate of $200.0 million of the Company’s common stock. Pursuant to the December 2015 ASRs, the Company made a prepayment of $200.0 million and received initial share deliveries of shares valued at $160.0 million. The December 2015 ASRs expired on April 29, 2016 with $20.0 million settled in April 2016 and the final $20.0 million settled in May 2016. Total shares purchased under the December 2015 ASRs were approximately 4.5 million shares, at an average purchase price of $44.40 per share.

In May 2016, the Company entered into an accelerated share repurchase agreement (the May 2016 ASR) to repurchase an aggregate of $125.0 million of the Company’s common stock. Pursuant to the May 2016 ASR, the Company will make a prepayment of $125.0 million to receive initial share deliveries of shares valued at $100.0 million. The remaining balance of $25.0 million is anticipated to be settled on or before August 15, 2016, upon completion of the repurchase. Under the terms of the May 2016 ASR, the specific number of shares that the Company ultimately repurchases will be based on the volume-weighted average share price of the Company’s common stock during the repurchase period, less a discount.

Stock repurchase activities are as follow:



	Three Months Ended April 30,				Six Months Ended April 30,
	2016		2015		2016		2015
	(in thousands)
Total shares repurchased (1)	515		—		4,364		3,290
Total cost of the repurchased shares(1)	$	20,000	$	—	$	200,000	$	144,000
Reissuance of treasury stock	1,261		1,597		1,462		2,379


(1)	Does not include the final 517,410 shares and $20.0 million equity forward contract, respectively, from the December 2015 ASRs settled in May 2016.