8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): July 24, 2023

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-15867	00-0000000
(State or Other Jurisdiction<br>of Incorporation)	(Commission File Number)	(I.R.S. Employer<br>Identification No.)

2655 Seely Avenue, San Jose, California 95134

(Address of Principal Executive Offices) (Zip Code)

(408) 943-1234

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	CDNS	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 24, 2023, Cadence Design Systems, Inc. ("Cadence") issued a press release announcing its financial results for the quarter ended June 30, 2023.

A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter ended June 30, 2023 is attached hereto as Exhibit 99.02, and the press release and the commentary are incorporated herein by reference.

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.01	Press Release issued by Cadence Design Systems, Inc. on July 24, 2023.
99.02	CFO Commentary on Results of Quarter Ended June 30, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: July 24, 2023

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ John M. Wall
	John M. Wall
	Senior Vice President and Chief Financial Officer

Document

Exhibit 99.01

Cadence Reports Second Quarter 2023 Financial Results

SAN JOSE, Calif. — July 24, 2023 — Cadence Design Systems, Inc. (Nasdaq: CDNS) today announced results for the second quarter of 2023.

Cadence reported second quarter 2023 revenue of $977 million, compared to revenue of $858 million for the same period in 2022. On a GAAP basis, Cadence achieved operating margin of 31 percent and recognized net income of $221 million, or $0.81 per share on a diluted basis, in the second quarter of 2023, compared to operating margin of 33 percent and net income of $187 million, or $0.68 per share on a diluted basis, for the same period in 2022.

Using the non-GAAP measures defined below, operating margin for the second quarter of 2023 was 42 percent and net income was $334 million, or $1.22 per share on a diluted basis, compared to operating margin of 42 percent and net income of $298 million, or $1.08 per share on a diluted basis, for the same period in 2022.

“Cadence delivered excellent results for the second quarter of 2023, with strong ongoing customer demand for our innovative technologies,” said Anirudh Devgan, president and chief executive officer. “With its unparalleled promise, Generative AI is beginning to make a significant impact globally. Our dedicated focus on AI over the past several years, combined with our computational software expertise and invaluable data that lies at the core of AI, uniquely positions us to deliver to the tremendous potential of this transformative technology.”

“We achieved another quarter of strong financial results and are raising our revenue, operating margin and EPS guidance for 2023 yet again,” said John Wall, senior vice president and chief financial officer. “Our revenue outlook for the second half represents a year-over-year growth of approximately 15%, allowing us to raise our 2023 revenue guidance to more than 14% growth over 2022.”

CFO Commentary

Commentary on the second quarter 2023 financial results by John Wall, senior vice president and chief financial officer, is available at www.cadence.com/cadence/investor_relations.

Business Outlook

For the second half of 2023, the company expects total revenue in the range of $2.052 billion to $2.092 billion. Second half GAAP operating margin is expected to be in the range of 30 percent to 31 percent and GAAP net income per diluted share is expected to be in the range of $1.65 to $1.71. Using the non-GAAP measures defined below, operating margin is expected to be in the range of 41 percent to 42 percent and net income per diluted share is expected to be in the range of $2.54 to $2.60.

For fiscal year 2023, the company expects total revenue in the range of $4.05 billion to $4.09 billion. On a GAAP basis, operating margin for 2023 is expected to be in the range of 30.2 percent to 31.2 percent and GAAP net income per diluted share for 2023 is expected to be in the range of $3.35 to $3.41. Using the non-GAAP measures defined below, operating margin for 2023 is expected to be in the range of 41.2 percent to 42.2 percent and net income per diluted share for 2023 is expected to be in the range of $5.05 to $5.11.

The company utilizes a long-term projected non-GAAP tax rate, which reflects currently available information, as well as other factors and assumptions. The non-GAAP tax rate could be subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in the company’s geographic earnings mix, or other changes to the company’s strategy or business operations. The company expects to use this normalized non-GAAP tax rate through fiscal 2025 but will re-evaluate this rate periodically for significant items that may materially affect its projections.

A schedule showing reconciliations of the business outlook from GAAP operating margin, GAAP net income and GAAP diluted net income per share to non-GAAP operating margin, non-GAAP net income and non-GAAP diluted net income per share, respectively, is included in this press release.

Audio Webcast Scheduled

Anirudh Devgan, president and chief executive officer, and John Wall, senior vice president and chief financial officer, will host the second quarter 2023 financial results audio webcast today, July 24, 2023, at 2 p.m. (Pacific) / 5 p.m. (Eastern). Attendees are asked to register at the website at least 10 minutes prior to the scheduled webcast. An archive of the webcast will be available starting July 24, 2023 at 5 p.m. (Pacific) and ending September 15, 2023 at 5 p.m. (Pacific). Webcast access is available at www.cadence.com/cadence/investor_relations.

About Cadence

Cadence is a pivotal leader in electronic systems design, building upon more than 30 years of computational software expertise. The company applies its underlying Intelligent System Design strategy to deliver software, hardware and IP that turn design concepts into reality. Cadence customers are the world’s most innovative companies, delivering extraordinary products from chips to boards to complete systems for the most dynamic market applications, including hyperscale computing, 5G communications, automotive, mobile, aerospace, consumer, industrial and healthcare. For nine years in a row, Fortune magazine has named Cadence one of the 100 Best Companies to Work For. Learn more at www.cadence.com.

© 2023 Cadence Design Systems, Inc. All rights reserved worldwide. Cadence, the Cadence logo and the other Cadence marks found at www.cadence.com/go/trademarks are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

This press release contains forward-looking statements, including Cadence's outlook on future operating results, strategic objectives, business prospects, technology and product developments, industry trends and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will,” and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: (i) Cadence’s ability to compete successfully in the highly competitive industries in which it operates; (ii) the success of Cadence’s efforts to maintain and improve operational efficiency and growth; (iii) the mix of products and services sold, the timing of orders and deliveries and the ability to develop, install or deliver Cadence’s products or services; (iv) change in customer demands or supply constraints that could result in delays in purchases, development, installations or deliveries of Cadence's products or services, including those resulting from consolidation, restructurings and other operational efficiency improvements of Cadence’s customers; (v) economic, geopolitical and industry conditions, including that of the semiconductor and electronics industries, government regulations and trade restrictions; (vi) capital expenditure requirements, legislative or regulatory requirements, changes in tax laws, interest rates, currency exchange rate fluctuations, inflation rates and Cadence’s ability to access capital and debt markets; (vii) the acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them; (viii) events that affect cash flow, liquidity, or reserves, or settlement assumptions Cadence may take from time to time with respect to accounts receivable, taxes and tax examinations, litigation, regulatory or other matters; and (ix) the effects of any litigation, regulatory, tax or other proceedings to which Cadence is or may become a party or to which Cadence or its products, services or properties are subject. In addition, the timing and amount of Cadence’s repurchases of its common stock are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors.

For a detailed discussion of these and other cautionary statements related to Cadence’s business, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, including its most recent report on Form 10-K, subsequent reports on Form 10-Q and future filings.

All forward-looking statements in this press release are based on management's expectations as of the date of this press release and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

GAAP to Non-GAAP Reconciliation

Non-GAAP financial measures should not be considered as a substitute for or superior to measures of financial performance prepared in accordance with generally accepted accounting principles, or GAAP. Investors are encouraged to review the reconciliation of non-GAAP measures contained within this press release with their most directly comparable GAAP results. Investors are also encouraged to look at the GAAP results as the best measure of financial performance.

To supplement Cadence’s financial results presented on a GAAP basis, Cadence management uses non-GAAP measures that it believes are helpful in understanding Cadence’s performance. One such measure is non-GAAP net income, which is a financial measure not calculated under GAAP. Non-GAAP net income is calculated by Cadence management by taking GAAP net income and excluding, as applicable, amortization of intangible assets, stock-based compensation expense, acquisition and integration-related costs including retention expenses, investment gains or losses, income or expenses related to Cadence’s non-qualified deferred compensation plan, restructuring and other significant items not directly related to Cadence’s core business operations, and the income tax effect of non-GAAP pre-tax adjustments.

Cadence management uses non-GAAP net income because it excludes items that are generally not directly related to the performance of Cadence’s core business operations and therefore provides supplemental information to Cadence management and investors regarding the performance of the business operations, facilitates comparisons to the historical operating results and allows the review of Cadence's business from the same perspective as Cadence management, including forecasting and budgeting.

The following tables reconcile the specific items excluded from GAAP operating margin, GAAP net income and GAAP net income per diluted share in the calculation of non-GAAP operating margin, non-GAAP net income and non-GAAP net income per diluted share for the periods shown below:

Operating Margin Reconciliation	Three Months Ended
	June 30, 2023	July 2, 2022
	(unaudited)
GAAP operating margin as a percent of total revenue	31%	33%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense	8%	7%
Amortization of acquired intangibles	2%	2%
Acquisition and integration-related costs	1%	1%
Restructuring	0%	0%
Non-qualified deferred compensation expenses (credits)	0%	(1)%
Non-GAAP operating margin as a percent of total revenue	42%	42%
Net Income Reconciliation	Three Months Ended
---	---	---	---	---
	June 30, 2023		July 2, 2022
(in thousands)	(unaudited)
Net income on a GAAP basis	$	221,120	$	186,920
Stock-based compensation expense	76,608		64,270
Amortization of acquired intangibles	14,920		14,701
Acquisition and integration-related costs	13,946		8,278
Restructuring	—		16
Non-qualified deferred compensation expenses (credits)	3,155		(6,524)
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(2,508)		7,610
Income tax effect of non-GAAP adjustments	6,509		22,551
Net income on a non-GAAP basis	$	333,750	$	297,822
*	Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on investments and gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.
---	---
Diluted Net Income Per Share Reconciliation	Three Months Ended
---	---	---	---	---
	June 30, 2023		July 2, 2022
(in thousands, except per share data)	(unaudited)
Diluted net income per share on a GAAP basis	$	0.81	$	0.68
Stock-based compensation expense	0.28		0.23
Amortization of acquired intangibles	0.06		0.05
Acquisition and integration-related costs	0.05		0.03
Restructuring	—		—
Non-qualified deferred compensation expenses (credits)	0.01		(0.02)
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(0.01)		0.03
Income tax effect of non-GAAP adjustments	0.02		0.08
Diluted net income per share on a non-GAAP basis	$	1.22	$	1.08
Shares used in calculation of diluted net income per share	272,996		275,172
*	Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on investments and gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.
---	---

For more information, please contact:

Cadence Investor Relations

408-944-7100

investor_relations@cadence.com

Cadence Newsroom

408-944-7039

newsroom@cadence.com

Cadence Design Systems, Inc.

Condensed Consolidated Balance Sheets

June 30, 2023 and December 31, 2022

(In thousands)

(Unaudited)

	June 30, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	873,925	$	882,325
Receivables, net	440,915		486,710
Inventories	139,576		128,005
Prepaid expenses and other	188,634		209,727
Total current assets	1,643,050		1,706,767
Property, plant and equipment, net	370,193		371,451
Goodwill	1,428,772		1,374,268
Acquired intangibles, net	340,742		354,617
Deferred taxes	872,151		853,691
Other assets	500,216		476,277
Total assets	$	5,155,124	$	5,137,071
Current liabilities:
Revolving credit facility	$	—	$	100,000
Accounts payable and accrued liabilities	510,007		557,158
Current portion of deferred revenue	686,293		690,538
Total current liabilities	1,196,300		1,347,696
Long-term liabilities:
Long-term portion of deferred revenue	96,653		91,524
Long-term debt	648,551		648,078
Other long-term liabilities	305,165		304,660
Total long-term liabilities	1,050,369		1,044,262
Stockholders’ equity	2,908,455		2,745,113
Total liabilities and stockholders’ equity	$	5,155,124	$	5,137,071

Cadence Design Systems, Inc.

Condensed Consolidated Income Statements

For the Three and Six Months Ended June 30, 2023 and July 2, 2022

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Six Months Ended
	June 30, 2023		July 2, 2022		June 30, 2023		July 2, 2022
Revenue:
Product and maintenance	$	922,790	$	802,285	$	1,886,532	$	1,648,529
Services	53,789		55,236		111,737		110,758
Total revenue	976,579		857,521		1,998,269		1,759,287
Costs and expenses:
Cost of product and maintenance	74,218		68,717		174,456		141,512
Cost of services	22,640		23,948		46,874		48,996
Marketing and sales	167,070		139,296		333,736		279,482
Research and development	354,416		286,597		704,711		577,492
General and administrative	54,605		51,426		108,132		100,363
Amortization of acquired intangibles	4,302		4,633		8,569		9,597
Restructuring	—		16		—		28
Total costs and expenses	677,251		574,633		1,376,478		1,157,470
Income from operations	299,328		282,888		621,791		601,817
Interest expense	(8,877)		(4,281)		(18,137)		(8,389)
Other income (expense), net	7,973		(5,962)		16,257		(10,862)
Income before provision for income taxes	298,424		272,645		619,911		582,566
Provision for income taxes	77,304		85,725		156,987		160,311
Net income	$	221,120	$	186,920	$	462,924	$	422,255
Net income per share - basic	$	0.82	$	0.69	$	1.72	$	1.55
Net income per share - diluted	$	0.81	$	0.68	$	1.70	$	1.53
Weighted average common shares outstanding - basic	269,714		271,520		269,607		272,028
Weighted average common shares outstanding - diluted	272,996		275,172		273,078		276,097

Cadence Design Systems, Inc.

Condensed Consolidated Statements of Cash Flows

For the Six Months Ended June 30, 2023 and July 2, 2022

(In thousands)

(Unaudited)

	Six Months Ended
	June 30, 2023		July 2, 2022
Cash and cash equivalents at beginning of period	$	882,325	$	1,088,940
Cash flows from operating activities:
Net income	462,924		422,255
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	70,432		67,690
Amortization of debt discount and fees	626		539
Stock-based compensation	150,896		123,739
Loss on investments, net	554		3,124
Deferred income taxes	(20,171)		(41,597)
Provisions for losses on receivables	720		133
ROU asset amortization and change in operating lease liabilities	(3,543)		1,742
Other non-cash items	1,834		88
Changes in operating assets and liabilities, net of effect of acquired businesses:
Receivables	41,208		(64,036)
Inventories	(16,981)		367
Prepaid expenses and other	50,793		40,571
Other assets	(31,838)		14,476
Accounts payable and accrued liabilities	(37,049)		17,470
Deferred revenue	1,269		80,460
Other long-term liabilities	9,497		(5,872)
Net cash provided by operating activities	681,171		661,149
Cash flows from investing activities:
Purchases of investments	(29,212)		(1,000)
Proceeds from the sale and maturity of investments	1,505		—
Purchases of property, plant and equipment	(46,655)		(42,202)
Purchases of intangible assets	—		(750)
Cash paid in business combinations, net of cash acquired	(55,379)		(25,000)
Net cash used for investing activities	(129,741)		(68,952)
Cash flows from financing activities:
Proceeds from revolving credit facility	50,000		—
Payments on revolving credit facility	(150,000)		—
Proceeds from issuance of common stock	77,502		50,224
Stock received for payment of employee taxes on vesting of restricted stock	(78,988)		(63,544)
Payments for repurchases of common stock	(450,119)		(600,049)
Net cash used for financing activities	(551,605)		(613,369)
Effect of exchange rate changes on cash and cash equivalents	(8,225)		(38,224)
Decrease in cash and cash equivalents	(8,400)		(59,396)
Cash and cash equivalents at end of period	$	873,925	$	1,029,544

Cadence Design Systems, Inc.

(Unaudited)

Revenue Mix by Geography (% of Total Revenue)

	2022										2023
GEOGRAPHY	Q1		Q2		Q3		Q4		Year		Q1		Q2
Americas	47	%	45	%	45	%	46	%	46	%	44	%	41	%
China	16	%	13	%	17	%	13	%	15	%	17	%	18	%
Other Asia	18	%	18	%	17	%	18	%	18	%	18	%	18	%
Europe, Middle East and Africa	14	%	18	%	16	%	17	%	16	%	15	%	17	%
Japan	5	%	6	%	5	%	6	%	5	%	6	%	6	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%

Revenue Mix by Product Category (% of Total Revenue)

	2022										2023
PRODUCT CATEGORY	Q1		Q2		Q3		Q4		Year		Q1		Q2
Custom IC Design and Simulation	22	%	23	%	22	%	22	%	22	%	20	%	22	%
Digital IC Design and Signoff	27	%	27	%	29	%	28	%	28	%	25	%	27	%
Functional Verification, including Emulation and Prototyping Hardware	28	%	24	%	25	%	25	%	26	%	32	%	27	%
IP	13	%	14	%	12	%	12	%	12	%	11	%	11	%
System Design and Analysis	10	%	12	%	12	%	13	%	12	%	12	%	13	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Operating Margin

As of July 24, 2023

(Unaudited)

	Six Months Ending<br>December 31, 2023	Year Ending<br>December 31, 2023
	Forecast	Forecast
GAAP operating margin as a percent of total revenue	30% - 31%	30.2% - 31.2%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense	8%	8%
Amortization of acquired intangibles	2%	2%
Acquisition and integration-related costs	1%	1%
Non-qualified deferred compensation expenses	0%	0%
Non-GAAP operating margin as a percent of total revenue†	41% - 42%	41.2% - 42.2%
†	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
---	---

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Diluted Net Income Per Share

As of July 24, 2023

(Unaudited)

	Six Months Ending<br>December 31, 2023	Year Ending<br>December 31, 2023
	Forecast	Forecast
Diluted net income per share on a GAAP basis	$1.65 to $1.71	$3.35 to $3.41
Stock-based compensation expense	0.65	1.20
Amortization of acquired intangibles	0.12	0.23
Acquisition and integration-related costs	0.06	0.17
Non-qualified deferred compensation expenses	—	0.02
Other income or expense related to investments and non-qualified deferred compensation plan assets*	—	(0.02)
Income tax effect of non-GAAP adjustments	0.06	0.10
Diluted net income per share on a non-GAAP basis†	$2.54 to $2.60	$5.05 to $5.11

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Net Income

As of July 24, 2023

(Unaudited)

	Six Months Ending<br>December 31, 2023	Year Ending<br>December 31, 2023
($ in millions)	Forecast	Forecast
Net income on a GAAP basis	$452 to $468	$915 to $931
Stock-based compensation expense	178	329
Amortization of acquired intangibles	33	63
Acquisition and integration-related costs	17	47
Non-qualified deferred compensation expenses	—	6
Other income or expense related to investments and non-qualified deferred compensation plan assets*	—	(6)
Income tax effect of non-GAAP adjustments	15	26
Net income on a non-GAAP basis†	$695 to $711	$1,380 to $1,396
†	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
---	---		*	Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on investments and gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense
---	---

Document

Exhibit 99.02

CADENCE REPORTS SECOND QUARTER2023
CADENCE DESIGN SYSTEMS, INC.
CFO COMMENTARY
Key Takeaways • Exceeded key financial metrics for Q2.• Raising 2023 revenue outlook and increasing non-GAAP operating margin to 41.7%.• Raising 2023 outlook for non-GAAP EPS growth to 19%, a 3-year CAGR of 22%.	Q2 2023 KEY METRICS
FY 2023 Outlook• Revenue: 4.05 - 4.09 billion.• GAAP operating margin: 30.2% - 31.2%.• Non-GAAP operating margin: 41.2% - 42.2%.• GAAP EPS: 3.35 - 3.41• Non-GAAP EPS 5.05 - 5.11• Operating cash flow: 1.3 - 1.4 billion.• Expect to use at least 50% of free cash flow to repurchase Cadence shares for the year.

All values are in US Dollars.

July 24, 2023	Cadence Q2 2023 Financial Results	1
Cadence Design Systems, Inc.
---

Financial Metrics

(In Millions, except per share data)	2017*		2018		2019		2020*		2021		2022		2023E*
Revenue	$	1,943	$	2,138	$	2,336	$	2,683	$	2,988	$	3,562	4,050- 4,090
Revenue growth*	7%		10%		9%		15%		11%		19%		14% - 15%
3-year CAGR	7%		8%		9%		11%		12%		15%		~15%
3-year CAGR without 53rd week impact	8%						11%						~16%
GAAP operating expenses	$	1,619	$	1,742	$	1,845	$	2,037	$	2,209	$	2,488	~2,818
GAAP operating expense growth	3%		8%		6%		10%		8%		13%		~13%
Non-GAAP operating expenses	$	1,409	$	1,491	$	1,587	$	1,739	$	1,877	$	2,125	~2,373
Non-GAAP operating expense growth	5%		6%		6%		10%		8%		13%		~12%
GAAP operating margin**	17%		19%		21%		24%		26%		30%		30.7
Non-GAAP operating margin**	28%		30%		32%		35%		37%		40%		41.7
GAAP earnings per share	$	0.73	$	1.23	$	3.53	$	2.11	$	2.50	$	3.09	3.35 - 3.41
Non-GAAP earning per share	$	1.40	$	1.87	$	2.20	$	2.80	$	3.29	$	4.27	5.05 - 5.11
Non-GAAP EPS growth**	16%		34%		18%		27%		18%		30%		19
3-year Non-GAAP EPS CAGR**	14%		20%		22%		26%		21%		25%		22
Weighted average shares diluted outstanding	280.2		281.1		280.5		279.6		278.9		275.0		272 - 274
Cash flow from operations	471		605		730		905		1,101		1,242		1,300 - 1,400
Capital expenditures	58		62		75		95		65		123		~105

All values are in US Dollars.

* Fiscal 2014 and 2020 were 53-week years, compared to all other years which are 52 week years. 2020 (which impacts the 3 year CAGR in 2023) included approximately $45 million revenue impact for the extra week. 2014 revenue (which impacts the 3 year CAGR in 2017) included approximately $27 million revenue impact for the extra week.

** At midpoint of guidance.

Profitability Trends

(In Millions)	2017		2018		2019		2020		2021		2022		2023E*
Revenue	$	1,943	$	2,138	$	2,336	$	2,683	$	2,988	$	3,562	$	4,070
Revenue Growth	7%		10%		9%		15%		11%		19%		~14%
3-Year Revenue Growth CAGR	7%		8%		9%		11%		12%		15%		~15%
GAAP operating margin	17%		19%		21%		24%		26%		30%		30.7%
Non-GAAP operating margin	28%		30%		32%		35%		37%		40%		41.7%
Stock-based compensation	(7)%		(8)%		(8)%		(7)%		(7)%		(8)%		~(8)%
Non-GAAP operating margin adjusted for stock-based compensation	21%		22%		24%		28%		30%		32%		33.7%
GAAP operating income	$	324	$	396	$	492	$	646	$	779	$	1,074	$	1,252
Non-GAAP operating income	$	534	$	647	$	749	$	944	$	1,111	$	1,436	$	1,697
Non-GAAP operating income adjusted for stock-based compensation	$	404	$	479	$	567	$	747	$	901	$	1,166	$	1,368

* At midpoint of guidance.

| July 24, 2023 | Cadence Q2 2023 Financial Results | 2 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

Third Quarter 2023 Financial Outlook

	Q3 2022		Q2 2023		Q3 2023E
Total Revenue ($ Millions)	$	903	$	977	$990 - $1,010
Q/Q Growth			(4)%		1% - 3%
Y/Y Growth			14%		10% - 12%
GAAP Operating Margin	29%		31%		~29%
Non-GAAP Operating Margin	39%		42%		~40%
GAAP EPS	$	0.68	$	0.81	$0.76 - $0.80
Non-GAAP EPS	$	1.06	$	1.22	$1.18 - $1.22

Fiscal Year 2023 Financial Outlook

			Previous	Current
	FY 2022		FY 2023E	FY 2023E
Recurring Revenue	~85%		~85%	~85%
Total Revenue ($ Millions)	$	3,562	$4,030 - $4,070	$4,050 - $4,090
Y/Y Growth	19%		13% - 14%	14% - 15%
Revenue from Beginning Backlog	~70%		~75%	~75%
GAAP Operating Margin	30.1%		30% - 31%	30.2% - 31.2%
Non-GAAP Operating Margin	40.3%		41% - 42%	41.2% - 42.2%
GAAP Other Income & Expense ($ Millions)	$	(28)	$(18) - $(24)	$(7) - $(11)
Non-GAAP Other Income & Expense ($ Millions)	$	(14)	$(21) - $(27)	$(13) - $(17)
GAAP Tax Rate	19%		~26%	~26%
Non-GAAP Tax Rate	17.5%		17.5%	17.5%
Weighted Average Diluted Shares Outstanding (Millions)	275.0		272 - 274	272 - 274
GAAP EPS	$	3.09	$3.26 - $3.34	$3.35 - $3.41
Y/Y Growth	24%		6% - 8%	8% - 10%
Non-GAAP EPS	$	4.27	$4.96 - $5.04	$5.05 - $5.11
Y/Y Growth	30%		16% - 18%	18% - 20%
Cash Flow from Operations ($ Millions)	$	1,242	$1,300 - $1,400	$1,300 - $1,400
DSO	49		~45	~45
Capital Expenditures ($ Millions)	$	123	~$120	~$105
July 24, 2023	Cadence Q2 2023 Financial Results	3
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Second Quarter Financial Results

Backlog

(In Billions)	2019		2020		2021		2022		Q2 2023
Backlog	$	3.6	$	3.9	$	4.4	$	5.8	$	5.3

Revenue

(In Millions)	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
Product and Maintenance	$	803	$	846	$	846	$	964	$	923
Services	55		57		54		58		54
Total Revenue	$	858	$	903	$	900	$	1,022	$	977

Recurring and Up-Front Revenue

	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
Revenue recognized over time	84	%	81	%	84	%	77	%	82	%
Revenue from arrangements with non-cancelable commitments	2	%	3	%	3	%	3	%	3	%
Recurring Revenue	86	%	84	%	87	%	80	%	85	%
Up-Front Revenue	14	%	16	%	13	%	20	%	15	%
Total	100	%	100	%	100	%	100	%	100	%

Trailing Twelve Months Recurring and Up-Front Revenue

	Trailing Twelve Months Ended
	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
Recurring Revenue	87	%	86	%	85	%	84	%	84	%
Up-Front Revenue	13	%	14	%	15	%	16	%	16	%
Total	100	%	100	%	100	%	100	%	100	%

Revenue Mix by Geography

(% of Total Revenue)	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
Americas	45	%	45	%	46	%	44	%	41	%
China	13	%	17	%	13	%	17	%	18	%
Other Asia	18	%	17	%	18	%	18	%	18	%
Europe, Middle East and Africa	18	%	16	%	17	%	15	%	17	%
Japan	6	%	5	%	6	%	6	%	6	%
Total	100	%	100	%	100	%	100	%	100	%

Revenue Mix by Product Category

(% of Total Revenue)	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
Custom IC Design and Simulation	23	%	22	%	22	%	20	%	22	%
Digital IC Design and Signoff	27	%	29	%	28	%	25	%	27	%
Functional Verification	24	%	25	%	25	%	32	%	27	%
IP	14	%	12	%	12	%	11	%	11	%
System Design and Analysis	12	%	12	%	13	%	12	%	13	%
Total	100	%	100	%	100	%	100	%	100	%
July 24, 2023	Cadence Q2 2023 Financial Results	4
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Gross Margin

	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
GAAP Gross Margin	89.2	%	90.3	%	89.6	%	87.8	%	90.1	%
Non-GAAP Gross Margin	90.6	%	91.5	%	91.1	%	89.1	%	91.4	%

Total Costs and Expenses

(In Millions)	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
Total GAAP Costs and Expenses	$	575	$	642	$	689	$	699	$	677
Total Non-GAAP Costs and Expenses	$	494	$	547	$	579	$	591	$	569

Operating Margin

	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
GAAP Operating Margin	33.0	%	28.9	%	23.5	%	31.6	%	30.7	%
Non-GAAP Operating Margin	42.4	%	39.4	%	35.6	%	42.1	%	41.8	%

Earnings Per Share

	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
GAAP Net Income Per Share	$	0.68	$	0.68	$	0.88	$	0.89	$	0.81
Non-GAAP Net Income Per Share	$	1.08	$	1.06	$	0.96	$	1.29	$	1.22

Total DSO

	Q2 2022	Q3 2022	Q4 2022	Q1 2023	Q2 2023
DSO	42	40	49	44	42

Balance Sheet and Cash Review

Free Cash Flow

(In Millions)	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
Net Cash from Operating Activities	$	325	$	317	$	264	$	267	$	414
Capital Expenditures	24		44		37		26		20
Free Cash Flow	$	301	$	273	$	227	$	241	$	394

Cash and Cash Equivalents

(In Millions)	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
Cash and Cash Equivalents	$	1,030	$	1,026	$	882	$	917	$	874

•Approximately 27 percent of our cash and cash equivalents were in the U.S. at quarter-end.

Share Repurchase

(In Millions)	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
Share Repurchase	$	320	$	180	$	300	$	125	$	265
Number of Shares	2.138		0.959		1.939		0.668		1.178

•Q3 2022 includes 109,365 shares and $30 million equity forward contract from Q2 2022 ASR settled in Q3 2022.

•Paid $325 million for share repurchases during Q2 2023. $60 million worth of shares will settle during Q3 2023.

Employees

	Q2 2022	Q3 2022	Q4 2022	Q1 2023	Q2 2023
Headcount	9,570	9,994	10,228	10,579	10,832
July 24, 2023	Cadence Q2 2023 Financial Results	5
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Forward Looking Statements

This CFO Commentary contains forward-looking statements, including Cadence's outlook on future operating results, strategic objectives, business prospects, technology and product developments, industry trends and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will,” and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: (i) Cadence’s ability to compete successfully in the highly competitive industries in which it operates; (ii) the success of Cadence’s efforts to maintain and improve operational efficiency and growth; (iii) the mix of products and services sold, the timing of orders and deliveries and the ability to develop, install or deliver Cadence’s products or services; (iv) change in customer demands or supply constraints that could result in delays in purchases, development, installations or deliveries of Cadence's products or services, including those resulting from consolidation, restructurings and other operational efficiency improvements of Cadence’s customers; (v) economic, geopolitical and industry conditions, including that of the semiconductor and electronics industries, government regulations and trade restrictions; (vi) capital expenditure requirements, legislative or regulatory requirements, changes in tax laws, interest rates, currency exchange rate fluctuations, inflation rates and Cadence’s ability to access capital and debt markets; (vii) the acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them; (viii) events that affect cash flow, liquidity, or reserves, or settlement assumptions Cadence may take from time to time with respect to accounts receivable, taxes and tax examinations, litigation, regulatory or other matters; and (ix) the effects of any litigation, regulatory, tax or other proceedings to which Cadence is or may become a party or to which Cadence or its products, services or properties are subject. In addition, the timing and amount of Cadence’s repurchases of its common stock are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors.

For a detailed discussion of these and other cautionary statements related to Cadence’s business, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, including its most recent report on Form 10-K, subsequent reports on Form 10-Q and future filings.

All forward-looking statements in this document are based on management's expectations as of the date of this document and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

GAAP to Non-GAAP Reconciliation

Non-GAAP financial measures should not be considered as a substitute for or superior to measures of financial performance prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of non-GAAP financial measures contained within this CFO Commentary with their most directly comparable GAAP financial results. Investors are also encouraged to look at the GAAP results as the best measure of financial performance. See our earnings press release issued today for further discussion of our non-GAAP financial measures, as well as the reconciliation provided in the Appendix to this CFO Commentary.

Cadence’s management uses non-GAAP net income because it excludes items that are generally not directly related to the performance of the company’s core business operations and therefore provides supplemental information to Cadence’s management and investors regarding the performance of the business operations, facilitates comparisons to the historical operating results and allows the review of Cadence’s business from the same perspective as Cadence’s management, including forecasting and budgeting.

© 2023 Cadence Design Systems, Inc. All rights reserved worldwide. Cadence, the Cadence logo and the other Cadence marks found at www.cadence.com/go/trademarks are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

July 24, 2023	Cadence Q2 2023 Financial Results	6
Cadence Design Systems, Inc.
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APPENDIX I

Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)

Reconciliation of GAAP Total Expenses to Non-GAAP Total Expenses

(In Millions)	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023
GAAP total costs and expenses	$	575	$	642	$	689	$	699	$	677
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense	(64)		(74)		(73)		(74)		(76)
Amortization of acquired intangibles	(15)		(13)		(16)		(15)		(15)
Acquisition and integration-related costs	(8)		(11)		(18)		(16)		(14)
Restructuring	—		—		—		—		—
Non-qualified deferred compensation (expenses) credits	6		3		(3)		(3)		(3)
Non-GAAP total costs and expenses*	$	494	$	547	$	579	$	591	$	569
*	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
---	---

Reconciliation of GAAP Total Expenses to Non-GAAP Total Expenses

(In Millions)	2017		2018		2019		2020*		2021		2022		2023E
GAAP total costs and expenses	$	1,619	$	1,742	$	1,845	$	2,037	$	2,209	$	2,488	$	2,818
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense	(130)		(168)		(182)		(197)		(210)		(270)		(329)
Amortization of acquired intangibles	(57)		(53)		(53)		(64)		(67)		(60)		(63)
Acquisition and integration-related costs	(8)		(20)		(8)		(23)		(23)		(41)		(47)
Restructuring	(9)		(11)		(9)		(9)		1		—		—
Non-qualified deferred compensation (expenses) credits	(6)		1		(5)		(5)		(6)		8		(6)
Special charges**	—		—		(1)		—		(27)		—		—
Non-GAAP total costs and expenses***	$	1,409	$	1,491	$	1,587	$	1,739	$	1,877	$	2,125	$	2,373
*	Fiscal 2020 was a 53-week year.
---	---
**	2021 includes costs related to a voluntary retirement program.
***	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.		July 24, 2023	Cadence Q2 2023 Financial Results	7
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Reconciliation of GAAP Gross Margin as a Percent of Total Revenue to Non-GAAP Gross Margin as a Percent of Total Revenue

	Q2 2022	Q3 2022	Q4 2022	Q1 2023	Q2 2023
GAAP gross margin as a percent of total revenue	89.2%	90.3%	89.6%	87.8%	90.1%
Reconciling items to non-GAAP gross margin as a percent of total revenue
Stock-based compensation expense	0.2%	0.2%	0.3%	0.3%	0.2%
Amortization of acquired intangibles	1.2%	1.0%	1.2%	1.0%	1.1%
Non-qualified deferred compensation expenses (credits)	0.0%	0.0%	0.0%	0.0%	0.0%
Acquisition and integration-related costs	0.0%	0.0%	0.0%	0.0%	0.0%
Non-GAAP gross margin as a percent of total revenue*	90.6%	91.5%	91.1%	89.1%	91.4%
*	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
---	---
July 24, 2023	Cadence Q2 2023 Financial Results	8
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Reconciliation of GAAP Operating Margin as a Percent of Total Revenue to Non-GAAP Operating Margin as a Percent of Total Revenue

	Q2 2022	Q3 2022	Q4 2022	Q1 2023	Q2 2023	Q3 2023E
GAAP operating margin as a percent of total revenue	33%	29%	23%	32%	31%	~29%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Stock-based compensation expense	7%	8%	8%	7%	8%	9%
Amortization of acquired intangibles	2%	1%	2%	1%	2%	1%
Acquisition and integration-related costs	1%	1%	2%	2%	1%	1%
Restructuring	0%	0%	0%	0%	0%	0%
Non-qualified deferred compensation expenses (credits)	(1)%	0%	1%	0%	0%	0%
Non-GAAP operating margin as a percent of total revenue*	42%	39%	36%	42%	42%	~40%
*	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
---	---			2017	2018	2019	2020	2021	2022	2023E
---	---	---	---	---	---	---	---
GAAP operating margin as a percent of total revenue	17%	19%	21%	24%	26%	30%	30.2% - 31.2%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Stock-based compensation expense	7%	8%	8%	7%	7%	8%	8%
Amortization of acquired intangibles	3%	2%	2%	3%	2%	2%	2%
Acquisition and integration-related costs	0%	1%	0%	1%	1%	1%	1%
Restructuring	1%	0%	1%	0%	0%	0%	0%
Non-qualified deferred compensation expenses (credits)	0%	0%	0%	0%	0%	(1)%	0%
Special charges *	0%	0%	0%	0%	1%	0%	0%
Non-GAAP operating margin as a percent of total revenue**	28%	30%	32%	35%	37%	40%	41.2% - 42.2%		*	2021 includes costs related to a voluntary retirement program.
---	---
**	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.		July 24, 2023	Cadence Q2 2023 Financial Results	9
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Reconciliation of GAAP Diluted Net Income Per Share to Non-GAAP Diluted Net Income Per Share

(In Thousands, Except Per Share Data)	Q2 2022		Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023E
Diluted net income per share on a GAAP basis	$	0.68	$	0.68	$	0.88	$	0.89	$	0.81	$0.76 - $0.80
Stock-based compensation expense	0.23		0.27		0.27		0.27		0.28		0.32
Amortization of acquired intangibles	0.05		0.05		0.06		0.05		0.06		0.06
Acquisition and integration-related costs	0.03		0.04		0.06		0.06		0.05		0.04
Restructuring	—		—		—		—		—		—
Non-qualified deferred compensation expenses (credits)	(0.02)		(0.01)		0.01		0.01		0.01		—
Other income or expense related to investments and non-qualified deferred compensation plan assets**	0.03		0.02		(0.01)		(0.01)		(0.01)		—
Income tax effect of non-GAAP adjustments	0.08		0.01		(0.31)		0.02		0.02		—
Diluted net income per share on a non-GAAP basis*	$	1.08	$	1.06	$	0.96	$	1.29	$	1.22	$1.18 - $1.22
Shares used in calculation of diluted net income per share	275,172		274,957		272,997		273,159		272,996
*	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
---	---
**	Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on investments and gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.
July 24, 2023	Cadence Q2 2023 Financial Results	10
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Reconciliation of GAAP Diluted Net Income Per Share to Non-GAAP Diluted Net Income Per Share

(In Thousands, Except Per Share Data)	2017		2018		2019		2020		2021		2022		2023E
Diluted net income per share on a GAAP basis	$	0.73	$	1.23	$	3.53	$	2.11	$	2.50	$	3.09	$3.35 - $3.41
Stock-based compensation expense	0.46		0.60		0.65		0.71		0.75		0.98		1.20
Amortization of acquired intangibles	0.20		0.19		0.19		0.23		0.24		0.22		0.23
Acquisition and integration-related costs	0.03		0.07		0.03		0.08		0.08		0.15		0.17
Restructuring	0.03		0.04		0.03		0.03		—		—		—
Non-qualified deferred compensation expenses (credits)	0.02		(0.01)		0.02		0.02		0.02		(0.03)		0.02
Special charges**	—		—		—		—		0.10		—		—
Other income or expense related to investments and non-qualified deferred compensation plan assets***	(0.05)		—		(0.01)		—		(0.03)		0.05		(0.02)
Income tax benefit related to intercompany transfers of certain intellectual property rights	—		—		(2.05)		—		—		—		—
Income tax related to transition tax	0.24		—		—		—		—		—		—
Income tax related to tax rate change	0.09		—		—		—		—		—		—
Income tax effect of non-GAAP adjustments	(0.35)		(0.25)		(0.19)		(0.38)		(0.37)		(0.19)		0.10
Diluted net income per share on a non-GAAP basis*	$	1.40	$	1.87	$	2.20	$	2.80	$	3.29	$	4.27	$5.05 - $5.11
Shares used in calculation of diluted net income per share	280,221		281,144		280,515		279,641		278,858		275,011		272 - 274M
*	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
---	---
**	2021 includes costs related to a voluntary retirement program.
***	Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on investments and gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.
July 24, 2023	Cadence Q2 2023 Financial Results	11
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Reconciliation of GAAP Total Other Income and Expense to Non-GAAP Total Other Income and Expense

(In Millions)	FY 2021		FY 2022		FY 2023E
GAAP total other income and expense	$	(10.7)	$	(28.3)	$(7) - $(11)
Reconciling items to non-GAAP total income and expense
Other income or expense related to investments and non-qualified deferred compensation plan assets**	(6.7)		14.1		(6)
Non-GAAP total other income and expense*	$	(17.4)	$	(14.2)	$(13) - $(17)
*	The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
---	---
**	Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on investments and gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.
July 24, 2023	Cadence Q2 2023 Financial Results	12
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