Creating a Leader in
Silicon to Systems Design Solutions
January 16, 2024

Ansys Fiscal Year 2023 Preliminary Results

Ansys has not completed preparation of its financial statements for the fourth quarter or the fiscal year ended December 31, 2023. The annual contract value (“ACV”), recurring ACV and ACV growth figures provided here
as of and for the fiscal year ended December 31, 2023, are preliminary and unaudited and are thus subject to change as Ansys completes its financial results.

Synopsys Cautionary Statement Regarding Forward Looking Statements
This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed transaction between Synopsys and Ansys, including, but not limited to, statements
regarding the proposed transaction and the anticipated timing of the closing thereof; Ansys’ anticipated results of operations for fiscal year 2023; the market outlook, products and business of Synopsys, Ansys and the
combined company, and the benefits of and cost and revenue synergies from the transaction to Synopsys; pro forma financial information; the expected structure and the proposed financing for the transaction and longterm leverage and debt paydown targets; short-term and long-term financial targets of the companies; Synopsys’ expectations and objectives; strategies related to Synopsys’ and Ansys’ products, technology and services;
trends, opportunities, strategies and technological trends, such as artificial intelligence; customer demand and market expansion of each of Synopsys and Ansys and the combined company; Synopsys’ planned productreleases and capabilities; industry growth rates; the total addressable markets of Synopsys, Ansys and the combined company; software trends; planned acquisitions and stock repurchases; the exploration of strategic
alternatives; Synopsys’ expected tax rate; and the impact and result of pending legal, administrative and tax proceedings. These forward-looking statements generally are identified by the words “believe,” “project,”“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions or the negatives of these words or othercomparable terminology to convey uncertainty of future events or outcomes. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations andassumptions and, as a result, are subject to risks and uncertainties.
Many risks, uncertainties and other factors could cause actual future events to differ materially from the forward-looking statements in this press release, including, but not limited to: (i) the completion of the proposedtransaction on anticipated terms and timing, anticipated tax treatment and unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial
condition, losses, pricing trends, future prospects, credit ratings, business and management strategies which may adversely affect each of Synopsys’ and Ansys’ business, financial condition, operating results and theprice of their common stock, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the merger agreement by the stockholders of Ansys and the receipt of certain
governmental and regulatory approvals on the terms expected, in a timely manner, or at all, (iii) the risk that such regulatory approvals may result in the imposition of conditions that could adversely affect, following
completion of the proposed transaction (if completed), the combined company or the expected benefits of the proposed transaction (including as noted in any forward-looking financial information), (iv) uncertainties as toaccess to available financing (including any future refinancing of Ansys’ or the combined company’s debt) to consummate the proposed transaction upon acceptable terms and on a timely basis or at all, (v) the occurrenceof any event, change or other circumstance that could give rise to the termination of the merger agreement, (vi) the effect of the announcement or pendency of the transaction on Ansys’ or Synopsys’ business
relationships, competition, business, financial condition, and operating results, (vii) risks that the proposed transaction disrupts current plans and operations of Ansys or Synopsys and the ability of Ansys or Synopsys toretain and hire key personnel, (viii) risks related to diverting either management team’s attention from ongoing business operations of Ansys or Synopsys, (ix) the outcome of any legal proceedings that may be instituted
against Ansys or Synopsys related to the merger agreement or the transaction, (x) the ability of Synopsys to successfully integrate Ansys’ operations and product lines, (xi) the ability of Synopsys to implement its plans,
forecasts, expected financial performance and other expectations with respect to Ansys’ business or the combined business after the completion of the proposed mergers and realize additional opportunities, develop
customer relationships, additional products and Ansys’ existing operations and product lines, (xii) the ability of Synopsys to manage additional debt and successfully de-lever following the transaction and the outcome ofany strategic review and any resulting transactions, (xiii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (xiv) macroeconomic
conditions and geopolitical uncertainty in the global economy, (xv) uncertainty in the growth of the semiconductor, electronics and artificial intelligence industries, (xvi) the highly competitive industries Synopsys and Ansys
operate in, (xvii) actions by the U.S. or foreign governments, such as the imposition of additional export restrictions or tariffs, (xviii) consolidation among Synopsys’ customers and Synopsys’ dependence on a relatively
small number of large customers, (xix) legislative, regulatory and economic developments affecting Ansys’ and Synopsys’ businesses, (xx) the evolving legal, regulatory and tax regimes under which Ansys and Synopsys
operate, (xxi) restrictions during the pendency of the proposed transaction that may impact Ansys’ or Synopsys’ ability to pursue certain business opportunities or strategic transactions, and (xxii) unpredictability andseverity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as Ansys’ and Synopsys’ response to any of the aforementioned factors. The foregoing list of risks,
uncertainties and factors is not exhaustive. Unlisted factors may present significant additional obstacles to the realization of forward looking statements.
You should carefully consider the foregoing factors and the other risks and uncertainties that affect the businesses of Synopsys and Ansys described in the “Risk Factors” section of their respective Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual
events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. All forward-looking statements by their nature address
matters that involve risks and uncertainties, many of which are beyond Synopsys’ and Ansys’ control, and are not guarantees of future results. Readers are cautioned not to put undue reliance on forward-looking
statements, and Synopsys and Ansys assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, unless required bylaw. Neither Synopsys nor Ansys gives any assurance that either Synopsys or Ansys will achieve its expectations.

© 2024 Synopsys, Inc.

2

Ansys Cautionary Statement Regarding Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. These forward-looking statements are based on Ansys’ current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits
thereof, its business and industry, management’s beliefs and certain assumptions made by Ansys and Synopsys, all of which are subject to change. In this context, forward-looking statements often address expected
future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,”“estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. Examples of such forward-looking
statements include, but are not limited to, statements regarding our preliminary results, expected ACV, recurring ACV, ACV growth and additional 2023 guidance which are subject to change through our audit andcustomary year-end close and review process. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control, and are not guarantees of future
results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposedtransaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that
could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from thoseindicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may causesuch a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining shareholder and regulatory approvals, anticipated tax treatment,
unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the
management, expansion and growth of Ansys’ and Synopsys’ businesses and other conditions to the completion of the transaction; (ii) failure to realize the anticipated benefits of the proposed transaction, including as aresult of delay in completing the transaction or integrating the businesses of Ansys and Synopsys; (iii) Ansys’ ability to implement its business strategy; (iv) pricing trends, including Ansys’ and Synopsys’ ability to achieve
economies of scale; (v) potential litigation relating to the proposed transaction that could be instituted against Ansys, Synopsys or their respective directors; (vi) the risk that disruptions from the proposed transaction will
harm Ansys’ or Synopsys’ business, including current plans and operations; (vii) the ability of Ansys or Synopsys to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships
resulting from the announcement or completion of the proposed transaction; (ix) uncertainty as to the long-term value of Synopsys’ common stock; (x) legislative, regulatory and economic developments affecting Ansys’
and Synopsys’ businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under which Ansys and Synopsys operate; (xiii) potential businessuncertainty, including changes to existing business relationships, during the pendency of the Transaction that could affect Ansys’ or Synopsys’ financial performance; (xiv) restrictions during the pendency of the proposedtransaction that may impact Ansys’ or Synopsys’ ability to pursue certain business opportunities or strategic transactions; (xv) unpredictability and severity of catastrophic events, including, but not limited to, acts ofterrorism or outbreak of war or hostilities, as well as Ansys’ and Synopsys’ response to any of the aforementioned factors; and (xvi) failure to receive the approval of the stockholders of Ansys. These risks, as well as otherrisks associated with the proposed transaction, are more fully discussed in the proxy statement/prospectus to be filed with the U.S. Securities and Exchange Commission in connection with the proposed transaction. Whilethe list of factors presented here is, and the list of factors presented in the proxy statement/prospectus will be, considered representative, no such list should be considered to be a complete statement of all potential risks
and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in theforward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on
Ansys’ or Synopsys’ consolidated financial condition, results of operations, or liquidity. Neither Ansys nor Synopsys assumes any obligation to publicly provide revisions or updates to any forward-looking statements,
whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Important Information and Where to Find ItThis document relates to a proposed transaction between Synopsys and Ansys. Synopsys will file a registration statement on Form S-4 with the SEC, which will include a document that serves as a prospectus of
Synopsys and a proxy statement of Ansys referred to as a proxy statement/prospectus. A proxy statement/prospectus will be sent to all Ansys shareholders. Each party also will file other documents regarding the
proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS,
CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Synopsys or Ansys
through the website maintained by the SEC at www.sec.gov.
The documents filed by Synopsys with the SEC also may be obtained free of charge at Synopsys’ website at https://investor.synopsys.com/overview/default.aspx or upon written request to Synopsys at Synopsys, Inc.,
675 Almanor Avenue, Sunnyvale, California 94085, Attention: Investor Relations Department. The documents filed by Ansys with the SEC also may be obtained free of charge at Ansys’ website athttps://investors.ansys.com/ or upon written request to kelsey.debriyn@ansys.com.

Participants in Solicitation

Synopsys, Ansys and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Ansys’ shareholders in connection with the proposed transaction. Information
about Ansys’ directors and executive officers and their ownership of Ansys’ common stock is set forth in Ansys’ proxy statement for its 2023 Annual Meeting of Shareholders on Schedule 14A filed with the SEC on March
28, 2023. To the extent that holdings of Ansys’ securities have changed since the amounts printed in Ansys’ proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form
4 filed with the SEC. Information about Synopsys’ directors and executive officers is set forth in Synopsys’ proxy statement for its 2023 Annual Meeting of Shareholders on Schedule 14A filed with the SEC on February
17, 2023 and Synopsys’ subsequent filings with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed transaction
may be obtained by reading the proxy statement/prospectus regarding the proposed transaction when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph.
© 2024 Synopsys, Inc.

3

No Offer or Solicitation
This document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, norshall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

Non-GAAP Financial Information

This document includes certain forward looking financial measures that are not in accordance with the U.S. generally accepted accounting principles (“GAAP”).
•

•
•
•
•
•
•

Adjusted EBITDA (“Adj. EBITDA”) is calculated as GAAP Operating Income excluding depreciation and amortization, stock compensation, non-qualified deferred compensation plan, acquisition-related costs andrestructuring charges
Free Cash Flow (“FCF”) is calculated as cash provided from operating activities less capital expenditures and capitalization of software development costs
Unlevered Free Cash Flow (“uFCF”) is calculated as Free Cash Flow excluding tax-effected cash net interest
Unlevered Free Cash Flow Margin is calculated as Unlevered Free Cash Flow for a period divided by revenue for the same period
Non-GAAP Earnings Per Share (“EPS”) is calculated as GAAP net income excluding amortization of intangible assets, stock compensation, acquisition-related costs, restructuring charges, and legal matters, adjusted
for the difference between GAAP and non-GAAP tax rates, divided by fully diluted outstanding shares
Non-GAAP Operating Income is calculated as GAAP Operating Income, excluding amortization of intangible assets, stock compensation, non-qualified deferred compensation plan, acquisition-related costs andrestructuring charges
Non-GAAP Operating Margin is Non-GAAP Operating income for a period divided by revenue for the same period

Synopsys and Ansys present non-GAAP financial measures to provide their investors with an additional tool to evaluate Synopsys’ and Ansys’ respective operating results in a manner that focuses on what Synopsys andAnsys each believe to be their respective core business operations and what Synopsys and Ansys each use to evaluate their respective business operations and for internal budgeting and resource allocation purposes.
These non-GAAP measures may be different from non-GAAP measures used by other companies. In addition, these non-GAAP measures are not based on any comprehensive set of accounting rules or principles, andmanagement exercises judgment in determining which items should be excluded in the calculation of non-GAAP measures. The presentation of non-GAAP financial information is not meant to be considered in isolation
from, as superior to or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. These non-GAAP financial measures are meant to supplement, and be viewed in conjunction with,the corresponding GAAP financial measures.
When possible with respect to non-GAAP financial measures presented with respect to historical periods, Synopsys and Ansys, respectively, provide a reconciliation of their historic non-GAAP financial measures to theirmost closely applicable GAAP financial measures in the documents filed by Synopsys and Ansys with the SEC. Synopsys and Ansys, respectively, are unable to provide a reconciliation of certain non-GAAP guidance
measures to the corresponding GAAP measures on a forward-looking basis because doing so would not be possible without unreasonable effort due to, among other things, the potential variability and limited visibility ofthe excluded items and expectations as to the financial of performance of each of Synopsys and Ansys upon the completion of the mergers. For the same reasons, Synopsys and Ansys are each unable to address theprobable significance of the unavailable information. Synopsys and Ansys are presenting forward looking non-GAAP financial measures for illustrative purposes and may not report on this basis going forward.
Combined company measures for historical periods are based on combining Synopsys’ historical financial results and Ansys’ historical or preliminary financial results, as applicable, without pro forma adjustments and areincluded for illustrative purposes in order to provide investors with estimates of what the combined company results could have been. Combined company estimates are not pro forma financial measures, are not preparedin accordance with Regulation S-X under the U.S. Securities Act of 1933, as amended, and are not necessarily indicative of the results that actually would have been realized had Synopsys and Ansys been a single entity
during the relevant periods.

Other Key Business Metrics

Annual Contract Value (“ACV”) is a key performance metric for Ansys and is useful to investors in assessing the strength and trajectory of the business. ACV is a supplemental metric to help evaluate the annual
performance of the business. Over the life of the contract, ACV equals the total value realized from a customer. ACV is not impacted by the timing of license revenue recognition. ACV is used by Ansys’ management infinancial and operational decision-making and in setting sales targets used for compensation. ACV is not a replacement for, and should be viewed independently of, GAAP revenue and deferred revenue as ACV is a
performance metric and is not intended to be combined with any of these items. There is no GAAP measure comparable to ACV.
ACV is composed of the following: 1) the annualized value of maintenance and subscription lease contracts with start dates or anniversary dates during the period, plus; 2) the value of perpetual license contracts with startdates during the period, plus; 3) the annualized value of fixed-term services contracts with start dates or anniversary dates during the period, plus; 4) the value of work performed during the period on fixed-deliverable
services contracts.

© 2024 Synopsys, Inc.

4

Today’s Presenters

Sassine Ghazi

Ajei Gopal

Shelagh Glaser

President and Chief Executive Officer

President and Chief Executive Officer

Chief Financial Officer© 2024 Synopsys, Inc.

5

Creating a Leader in
Silicon to Systems Design Solutions

Strategic Vision and Transaction Overview
Ansys: A Global Leader in Simulation

Value Creation for Shareholders© 2024 Synopsys, Inc.

6+
Builds on Seven-Year Partnership to Createa Leader in Silicon to Systems Design Solutions
Strategic Logic• Combines leaders in semiconductor design technology andsimulation & analysis to address customer need for fusionof electronics and physics, augmented with AI• Enhances and accelerates Synopsys’ Silicon to Systems
strategy, both in core electronic design automation(EDA) and new attractive adjacent growth areas• Expands Synopsys’ TAM by ~1.5x to ~$28B, growing at~11% CAGR1• Extends pioneering AI and Cloud leadership in EDA
and simulation
1.
2.

Expected Significant Shareholder Value Creation•

Industry-leading double-digit revenue growth and
immediately expands margins•

Expected to be accretive to non-GAAP EPS insecond full year post close and substantially accretive
thereafter2•

Expected to achieve ~$400 million of cost synergies by
year 3 and ~$400 million of revenue synergies by year 4•

Strong free cash flow generation to enable rapid
deleveraging (<2x Adj. EBITDA leverage expected within
2 years post close)

Synopsys management estimates; excludes the Software Integrity Group’s TAM. CAGR forecast for 2023 to 2028 period.
Expected to be accretive in second full year post close including cost synergies only, substantially accretive thereafter including cost and revenue synergies.

© 2024 Synopsys, Inc.

7

Synopsys at a Glance~$6B

FY23 Revenue by ProductGroup & Region
EDA1
65%

IP
26%

Design Automation

FY23 Revenue

Mission
Empower technology
innovators everywhereIndustry Leader

PurposeSIG
9%Power innovation today that
ignites the ingenuityof tomorrow
Other
16%

Design IP#2 IP Vendor
Europe10%

Value
Proposition
We maximize customers’ R&D
capabilities and multiply theirproductivity

Korea
11%

Software Integrity
Industry Leader

U.S.
48%

China
15%

Source: Company filings. Synopsys FY23 financial metrics for fiscal year ending on October 31, 2023.
Note: Software Integrity business is undergoing a strategic review as announced on November 29, 2023.
1.
Segment includes the EDA and Other revenue groups.

~15%
FY23 Revenue
Growth Rate

~35%
FY23 Non-GAAP
Operating Margin~20K
Employees© 2024 Synopsys, Inc.

8

Track Record of Shareholder Value Creation
STRATEGIC PRIORITIESFY20 – FY23 RESULTS

Technology andInnovation Leadership• 3nm/2nm leadership across EDA stack• Enabling the multi-die industry transition• Pioneering AI/Cloud in EDA• Next-gen IP across all leading foundries

Industry-Leading
Growth~120%
3 Year TSR2

• ~17% revenue CAGR(>200bps above Synopsys’ TAM1 CAGR)~3.5x
Margin Expansion

1.
2.

• +~700bps non-GAAP operating margin increase(from ~28% to ~35%)

Sources: ESDA, Ipnest, Synopsys management estimates.
Total Shareholder Return (TSR) as of December 21, 2023 (the last trading day prior to media speculation regarding a potential transaction).

vs. S&P 500© 2024 Synopsys, Inc.

9

The Era of Pervasive Intelligence

Pervasive Intelligence

Data Center

Edge

Insatiable demand forhigh-performance compute

Compute deployedin broad array of devices

New generations of advanced
chips pushing the boundaries
of semiconductor design

Proliferation of electronic
software-defined systems© 2024 Synopsys, Inc.

10

Fundamental Changes in Silicon and Systems Design
Electronics

Advanced
Computing

Systems Companies
High-Tech

Automotive

AerospaceIndustrial
Equipment

MECHANICALMECHANICALMECHANICALMECHANICALELECTRICELECTRICELECTRICELECTRICELECTRONIC

OthersMECHANICALELECTRICELECTRONIC

Silicon

ELECTRONICELECTRONICELECTRONICELECTRONICELECTRONIC

HardwareHardwareHardwareHardwareHardware

Software

Software

Software

Software

Software

SiliconSiliconSiliconSiliconSilicon

Embedded
control

Systems to Silicon

Silicon to Systems

Semiconductor Companies“Classic”
Chips

Electro-Mechanical

SYSTEMS SPECTRUM

New Complexity Challenges
Angstrom scale,multi-die chips

Silicon/Software/
Hardware co-design

In-field monitoringand optimization© 2024 Synopsys, Inc.

11

Our Strategy for Sustained, Value-Creating Growth
STRATEGIC PRIORITIESTechnology andInnovation Leadership

STRATEGY

From Silicon …

Lead innovation in EDA and IP forthe era of Pervasive Intelligence

Industry-Leading
GrowthMargin Expansion… to Systems

Expand into new adjacent growthareas in software-defined systems

Optimize Go-to-Market (GTM) to achieve full growth potential across all
regions and increase penetration beyond Semiconductor accounts

Unleash productivity gains through digital transformationof engineering and operations© 2024 Synopsys, Inc.

12

Solving Today’s Silicon Design Complexity with Digital Fusion and AI
Fusion Design Platform™
2017

Harnessing AI

2020

TODAY

Industry-leading Digital
Implementation Platform

AI

Test
Synthesis

Power
Integrity
PhysicalVerification

FusionCompiler™

System Architecture
Design Capture

Hyper Convergence

Place & RouteTimingPioneering
AI-powered EDA

Partnership with Ansys
has been an integral part ofSynopsys Fusion since 2017
• Technology and GTM partnership• Joint solution qualified at leading foundries

Verification
Implementation
Signoff
Test & SLM
Silicon Manufacturing• The vast majority of Synopsys Fusion
CompilerTM users incorporate Ansys
technology© 2024 Synopsys, Inc.

13

New Complexity Challenges Require Fusion of Electronics and Physics
Fusion Design Platform™
2017

2020

Synthesis

Multi-Die
Power
ElectricalPower
Integrity
PhysicalVerification

FusionCompiler™

ThermalSystem Architecture

HPC, Data Center

Aerospace

Automotive

Industrial Automation

Design Capture

Hyper Convergence

Test

Pioneering
AI-powered EDA

AI

Place & Route

Co-Optimized
Intelligent Systems

TODAY

Industry-leading Digital
Implementation Platform

TimingNext-Gen Multi-Die forHigh-Performance Compute

Harnessing AI

Verification
Implementation
Signoff
Test & SLM
Silicon Manufacturing

Structures

Electromagnetic
Interference (EMI)+Technology andGTM partnership

Combination to deliver fusion of electronics andphysics, augmented with AI© 2024 Synopsys, Inc.

14

Creating a Leader in Silicon to Systems Design Solutions

DesignAutomation

DesignIP

SoftwareIntegrity

Simulation &Analysis

Industry Leader#2 IP Vendor

Industry Leader

Industry Leader

~$6B

~$2B1

FY23 Revenue

FY23 Revenue Guidance

Building on our successful seven-year partnership
1.

Ansys FY2023 revenue guidance provided in November 2023. Final results may differ.

© 2024 Synopsys, Inc.

15

Combination Enhances and Accelerates Silicon to Systems Strategy
From Silicon …
Strengthens capabilities
in advanced chip
design technology• Extends portfolio withindustry-leading simulation
and analysis solutions… to Systems

31%

22%

Semiconductor /High-Tech• Enables fusion ofmulti-physics analysis into
digital design flows

Aerospace

Prelim. FY23
ACV ~$2B• Allows development
of joint solutions in
new areas (e.g., Analog/RF)
Other

7%
EnergyNote: Ansys’ financial metrics based on preliminary unaudited 2023 results. Final results may differ.

• Opportunities to improve EDA
penetration• Scale fast-growing Synopsys
system software businesses
through Ansys GTM

18%
Automotive

13%

Accelerates expansion
into new growthverticals• High-potential verticals
for digital twin and functionalsafety solutions combining
physics and electronics

9%
Industrial
Equipment© 2024 Synopsys, Inc.

16

Provides Access to Attractive ~$10B Simulation & Analysis TAM
Underlying
R&D Growth1

Systems~6-7%

Secular
Trends• Sustainability• Autonomy• IoT• Engineering Digital Transformation• Model-Based Systems Engineering• Availability of compute (Cloud)• Engineering complexity• AI-powered design & analysis~8-9%
Silicon• Talent constraints• Software-defined systems• Domain-specific silicon• Multi-die• Angstrom-size nodes

Estimated
2023 TAM2

TAM CAGR
2023-28

~$28B

~11%

~$10B
Simulation& Analysis

~1.5x

~$7B
IP

~$11B

~10%

~12%

~12%

EDA

Expect combined company revenue growth to outpace TAM growth1.
2.

Wall Street Research and Synopsys management estimates; growth for the period 2007-2021; Systems R&D growth rate calculated as a blended rate across sectors applying Ansys ACV industry mix.
Synopsys management estimates; excludes the Software Integrity Group’s TAM.

© 2024 Synopsys, Inc.

17

Extends Pioneering AI and Cloud Leadership in EDA and Simulation
Synopsys.ai – industry’s first AI-driven EDA suite:

Industry pioneer
with DSO.ai™

(I) Self-optimizing tools(II) Designer assistants

First AI-designed
chip tapeout

AI

2019

2020

2021

(III) Generative design

2022

2023

2024

AnsysGPT: virtualcustomer support assistant

SimAI: physics-agnostic,
cloud-enabled AI engine

BringYour Own
Cloud

Cloud

Common underlying
technology and know-how
Combined total R&D of ~$2B(~2x industry peer median)1

FlexEDAbusiness
model

Highly talented workforce withdeep engineering expertise
2019

Industry pioneer
with Ansys Cloud
1.

Cloud
EDA
(SaaS)

Well-positioned tocontinue innovating ahead

2020

2021

2022

Marketplace /Bring Your
Own Licenses

2023

2024

APIs to components
for new custom-madesolutions

Cross-domain system data,from in-design to in-field

Combined R&D spend based on Synopsys’ and Ansys’ respective FY22 R&D spends. Industry peer median based on reported FY22 R&D spend from publicly available filings. Peers defined as Altair Engineering, Autodesk, Cadence
Design Systems, Dassault Systèmes, Keysight Technologies and PTC.

© 2024 Synopsys, Inc.

18

Highly Compelling Combination: Transaction Highlights
Overview• Synopsys to acquire 100% of Ansys outstanding shares– $197.00 in cash and 0.3450 shares of Synopsys common stock per Ansys share– $390.191 implied total consideration represents premium of ~29%1 and ~35%1 over Ansys’ closing price and60-day VWAP, respectively• Ansys shareholders expected to own ~16.5% of combined company

Expected Combined
Company Financial Benefits• Annual revenue of ~$8B2; industry-leading double-digit growth outpacing TAM growth• Non-GAAP operating margin expansion of ~125bps and uFCF margin expansion of ~75bps in year 1• Accretive to non-GAAP EPS in second full year post close and substantially accretive thereafter3• ~$400M of run-rate cost synergies by year 3 and ~$400M of run-rate revenue synergies by year 4

Expected Transaction
Financing• Synopsys intends to fund the $19B of cash consideration4 through a combination of cash and debt
• Expect $16B of fully-committed financing

Expected Combined
Company Leverage• Plan to de-lever to <2x Adj. EBITDA within 2 years post close• Expect to maintain investment grade credit ratings and long-term leverage target <1x given strong FCF

Management & Integration• Teams know each other well, have collaborated successfully in partnership since 2017
• Dedicated team to execute detailed and actionable plan for smooth integration and realization of identified
synergies

Timing & Next Steps• Targeting close in the first half of 2025 (subject to customary closing conditions, including approval by Ansys’
shareholders and required regulatory approvals)

1.
2.
3.
4.

Implied total consideration based on Synopsys’ common stock closing price as of December 21, 2023 (the last trading day prior to media speculation regarding a potential transaction); premium calculated over Ansys’ common stock closing price as of December 21, 2023,
and Ansys’ volume-weighted average price for the 60-day period ending on the same date.
Based on Synopsys FY2023 revenue and Ansys FY2023 revenue guidance provided in November 2023. Ansys final financial results may differ.
© 2024 Synopsys, Inc.
Expected to be accretive in second full year post close, including cost synergies only, and substantially accretive thereafter including cost and revenue synergies.
Includes the refinancing of Ansys’ existing debt and transaction expenses.

19Creating a Leader in
Silicon to Systems Design Solutions

Strategic Vision and Transaction Overview
Ansys: A Global Leader in Simulation

Value Creation for Shareholders© 2024 Synopsys, Inc.

20

Ansys Is a Leader in Simulation and Analysis
Broad and Deep
Physics Portfolio

Powerful
Secular Trends

Broad, Diversified
Customer BaseHighly Recurring
Business Model

Best-in-class portfolio
from component design
to mission level engineering
powered by• Numerics• HPC• AI/ML• Cloud & Experience• Digital Engineering

Megatrends driving
customer need for more
simulation• Electrification• Autonomy• Connectivity• Industrial IoT• Sustainability

Thousands of customers
worldwide acrossgeographies, industries andcustomer types

Subscription lease model withthree vectors of growth:• More users• More products• More computations

Top 100 represent ~45% of
ACV

~$2B

~$2B

~83%

~13%

41-42%

92%3

Prelim. FY23ACV

FY23E Guidance1
Revenue

Prelim. FY23
Recurring ACV2Prelim. FY23
ACV Growth

FY23E Guidance1
Non-GAAP
Operating Margin

2023 Customer
Satisfaction Score

Note: Unless otherwise noted, Ansys financial metrics based on Ansys’ preliminary unaudited 2023 results. Final results may differ.
1.
Financial metrics based on Ansys’ FY2023 guidance range provided in November 2023.
2.
Recurring ACV includes both subscription lease ACV and all maintenance ACV (including maintenance from perpetual licenses). Non-recurring ACV includes perpetual license ACV and service ACV.
3.
Source: Ansys customer satisfaction program.

© 2024 Synopsys, Inc.

21

Consistent, High Quality Double-Digit Top Line Growth
Industry-Leading Growth

Sustained Growth over Time

Quality Growth

Total ACV

Y-o-Y Constant Currency ACV Growth~11%(Constant currency at 2022 rates)

Consistently performing above
financial targets1

$2.3B

~16%
~14%

$1.5B

~13%

12%1

Prelim. FY23
ACV Growth
ex-Dynamore acquisition~83%
Prelim. FY23
Recurring ACV

~16%
2020
Non-recurring ACV

Prelim. 2023

2021

2022

Prelim. 2023

Prelim. FY23
Recurring ACV Growth(Subscription lease + Maintenance)

Recurring ACV(Subscription lease+ Maintenance)

Note: Unless otherwise noted, financial metrics based on Ansys’ preliminary unaudited 2023 results. Final results may differ.
1.
Represents Ansys’ long-term outlook presented in its 2022 Investor Day of 12% constant currency ACV CAGR, including tuck-in M&A, from 2022 to 2025.

© 2024 Synopsys, Inc.

22

Creating a Leader in
Silicon to Systems Design Solutions

Strategic Vision and Transaction Overview
Ansys: A Global Leader in Simulation

Value Creation for Shareholders© 2024 Synopsys, Inc.

23

Attractive Financial Benefits Drive Shareholder ValueHigh Quality Revenue

High Margin

Better Together

Expected to add high quality,
durable revenue stream

Expected to immediately
expand margins

Significant synergy
opportunity expected~$8B
Combined Revenue1• High growth (industry-leading
double-digit)• Neutral to Synopsys revenue
growth by first full year andaccretive thereafter• Combined company revenue
growth expected to outpace TAM
growth• High quality recurring revenue
1.
2.
3.

~125 bps~75 bpsYear 1 Non-GAAP
Operating Margin
Expansion

Year 1uFCF Margin
Expansion• Two high-margin businesses• ~37% combined non-GAAP
operating margin2• Opportunity for further margin
expansion as cost synergies are
realized~$400M~$400M

Run-rate
Cost Synergies

Run-rate
Revenue Synergies• Expected to be accretive to nonGAAP EPS within the second fullyear post close and substantiallyaccretive thereafter3• Identified and actionable run-rate
cost synergies of ~$400M by year 3• Run-rate revenue synergies of~$400M by year 4, growing to~$1B+ annually in the longer-term

Based on Synopsys FY2023 revenue and Ansys FY2023 revenue guidance provided in November 2023. Final results may differ.
Based on Synopsys FY2023 non-GAAP operating margin of ~35% and Ansys FY2023 non-GAAP operating margin guidance range of ~41% - 42%, provided in November 2023 guidance. Final results may differ.
Expected to be accretive in second full year post close including cost synergies only, substantially accretive thereafter including cost and revenue synergies.

© 2024 Synopsys, Inc.

24

Strong Combined Balance Sheet with Strong Free Cash Flow
Generation Supporting Financial Flexibility
Expected Rapid
Deleveraging1

Financial Flexibility for Disciplined
Capital Allocation

Debt / Adj. EBITDA

3.9x

<2x

Deleveraging• Expect rapid deleveraging to <2x within 2 years
post close• Long-term gross leverage target of <1x• Maintain investment grade credit rating

Share Buybacks• Temporary suspension of share buybacks• Expected to resume as leverage approaches <2x

M&A• Focused on successful integration• Strong free cash flow to support financial flexibility
for future M&A<1x

At Close

1.

2 Years
Post Close

Does not include any proceeds from potential divestitures.

Long-Term
Target© 2024 Synopsys, Inc.

25

Highly Achievable, Identified Synergies and Potential for More~$400M~$400Mof run-rate cost synergies
expected by year 3

of run-rate revenue synergies
expected by year 4of annual revenue synergies
expected over longer-term• Streamlining and realizing the benefitsof scale• Integration of multi-physics systemanalysis for advanced chip design• Full potential realization of current
identified synergies and TAM growth• Integration of engineering platforms
and technology reuse for AI and Cloud• Expansion of direct account coveragefor Ansys portfolio in Semiconductor /High-Tech sector• Significant potential for additional
revenue synergies from

• Joint semiconductor solutions (e.g.,
Analog/RF)• Accelerated expansion in Automotive,
Aerospace, and Industrial Equipment~$1B+• Further penetration beyond
Semiconductor / High-Tech sector• New joint innovative systemsolutions (e.g., digital twin, functionalsafety)We have identified specific, substantial and actionable cost and revenue synergies© 2024 Synopsys, Inc.

26

Long-Term Financial Objectives1

Combined company long-term, multi-year objectives
Revenue

MarginFree
Cash Flow

EPS

Industry-leading
double-digit growthLong-term non-GAAP
operating margins in
mid 40sLong-term unlevered
free cash flow margins
in mid 30s

Non-GAAP EPS
growth in thehigh-teens range

Near-term prioritization of our strong cash flow for debt paydown
1. These multi-year objectives are provided as of January 16, 2024.

© 2024 Synopsys, Inc.

27

Committed to a Successful Integration
Highly complementarybusinesses
Common underlying seculartrends and customer needs

Dedicated team in place to execute integration
Objectives

Key Functional Areas

Manage risk

❑ Engineering❑ GTM

Shared deep tech andscience core competences
Very similar talent profileand cultures

Maintain business continuity❑ People

Retain critical talent andcapabilities❑ Corporate Functions

Realize identified synergies
Builds on success ofseven-year partnership

Committed to providing quarterly updates on our integration efforts

Rigorous integration planning approach informed by comprehensive diligence© 2024 Synopsys, Inc.

28

Highly Strategic and Financially Compelling Combination
Combines leaders in semiconductor design technology and simulation & analysis
Addresses customer need for fusion of electronics and physics, augmented with AI
Enhances and accelerates our Silicon to Systems strategy, both in core EDA and new attractive adjacent growth
areas
Expands Synopsys’ TAM by ~1.5x to ~$28B, forecasted to grow at ~11% CAGR1
Highly attractive combined company financial profile with improved margin, unlevered free cash flow and EPS
Expected to deliver identified and actionable run-rate cost synergies of ~$400M by year 3 and run-rate revenue
synergies of ~$400M by year 4, growing to over ~$1B annually in the longer-term
Combines two best-in-class, highly complementary organizations with deep tech underpinnings

Synopsys delivered ~120% TSR in the past 3 years2 andexpects to continue to deliver meaningful value creation with the addition of Ansys
1.
2.

Synopsys management estimates. CAGR forecast for 2023 to 2028 period.
Total Shareholder Return (TSR) as of December 21, 2023 (the last trading day prior to media speculation regarding a potential transaction).

© 2024 Synopsys, Inc.

29

Appendix© 2024 Synopsys, Inc.

30

Creating a Leader in Silicon to Systems Design Solutions

1

Design Automation

Industry Leader+

Design IP#2 IP Vendor

2

Leaders in
Growing TAM1

~$18B

~12%

EDA and IP
2023 TAM

2023-2028
TAM CAGR

3

Complementary
Customers2

~85%

~15%

Semiconductor /High-Tech

Other Systems
Verticals

4High Growth,High Margin

~15%

5

1.
2.
3.

Complementary
Industry Leaders

AI / Cloud
Capabilities~35%

FY23 Revenue Growth

FY23 Non-GAAP
Operating Margin

Pioneer in AI-enhanced EDA
Launched first cloud-based EDA

Synopsys management estimates.
Synopsys based on FY2023 revenue. Ansys based on preliminary unaudited FY2023 ACV. Final results may differ.
Based on Ansys’ preliminary unaudited FY2023 results. Final results may differ.

Industry Leader

+

~$10B

~10%

Simulation & Analysis
2023 TAM

2023-2028
TAM CAGR

+

~30%

~70%

Semiconductor /High-Tech

Other Systems
Verticals+~11%~41 – 42%

Prelim. FY23 ACV Growth
ex-Dynamore Acquisition3

FY23 GuidanceNon-GAAP Op. Margin4+
4.

Simulation &Analysis

Advancing AI innovation poweredby Ansys’ third generation cloud

Based on Ansys’ FY2023 guidance range provided in November 2023. Final results may differ.

© 2024 Synopsys, Inc.

31

Ansys Is Recognized by Customers as a Segment Leader & Innovator
Third-Party Survey of Simulation & Analysis Users1

Best in technicalcapabilities

Segment Leader
Leading closest
competitors by
1.5 - 4x2

Highest rating(8.0 out of 10)

Leadingin innovating
and unlocking
new use cases
Leading closest
competitors by
1.2 - 2x2

In each major sector:
Semiconductor / High-Tech,
Automotive, Aerospace

1.
2.

Source: Third-party consulting firm Simulation & Analysis User Survey – Key Insights (January 2024).
Across all core simulation segments surveyed: Structural Mechanics, CFD / Thermal, Electromagnetics.

© 2024 Synopsys, Inc.

32

Ansys’ Comprehensive Portfolio Built through Decades of Investment• Best-in-class engineering simulation
portfolio with an open and integrated
ecosystem• Addressing new multi-physics use cases
from component to mission analyses,
safety and software• Model-Based Systems Engineeringand digital twin expansion opportunities• Ongoing accuracy, speed and scalability
algorithmic advancements

KEY TECHNOLOGY PILLARS
Numerics

High-Performance
Computing

AI & ML

Cloud &
Experience

DigitalEngineering• Continually advancing customer value
with new products and features• Significant investments in Cloud and AI© 2024 Synopsys, Inc.

33