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): October 23, 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 October 23, 2023, Cadence Design Systems, Inc. ("Cadence") issued a press release announcing its financial results for the quarter ended September 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 September 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 October 23, 2023.
99.02	CFO Commentary on Results of Quarter Ended September 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: October 23, 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 Third Quarter 2023 Financial Results

SAN JOSE, Calif. — October 23, 2023 — Cadence Design Systems, Inc. (Nasdaq: CDNS) today announced results for the third quarter of 2023.

Cadence reported third quarter 2023 revenue of $1.023 billion, compared to revenue of $903 million for the same period in 2022. On a GAAP basis, Cadence achieved operating margin of 29 percent and recognized net income of $254 million, or $0.93 per share on a diluted basis, in the third quarter of 2023, compared to operating margin of 29 percent and net income of $186 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 third quarter of 2023 was 41 percent and net income was $343 million, or $1.26 per share on a diluted basis, compared to operating margin of 39 percent and net income of $290 million, or $1.06 per share on a diluted basis, for the same period in 2022.

“I’m pleased with our strong Q3 performance and our relentless focus on driving innovation and delighting our customers,” said Anirudh Devgan, president and chief executive officer. “Generational trends including AI, HPC, and autonomous driving continue to fuel robust design activities, and 3D-IC designs are accelerating. We are excited about the momentum of our JedAI platform based Generative AI applications that are delivering breakthrough results for our customers.”

“Cadence delivered yet another strong quarter of top and bottom-line results in Q3, driven by growth across our businesses,” said John Wall, senior vice president and chief financial officer. “Our team’s strong execution and operational efficiency allowed us to raise our outlook for the year.”

CFO Commentary

Commentary on the third 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 fourth quarter of 2023, the company expects total revenue in the range of $1.039 billion to $1.079 billion. Fourth quarter GAAP operating margin is expected to be approximately 31 percent and GAAP net income per diluted share is expected to be in the range of $0.85 to $0.91. Using the non-GAAP measures defined below, operating margin is expected to be approximately 42 percent and net income per diluted share is expected to be in the range of $1.30 to $1.36.

For fiscal year 2023, the company expects total revenue in the range of $4.06 billion to $4.10 billion. On a GAAP basis, operating margin for 2023 is expected to be in the range of 30.5 percent to 31.0 percent and GAAP net income per diluted share for 2023 is expected to be in the range of $3.48 to $3.54. Using the non-GAAP measures defined below, operating margin for 2023 is expected to be in the range of 41.5 percent to 42.0 percent and net income per diluted share for 2023 is expected to be in the range of $5.07 to $5.13.

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 third quarter 2023 financial results audio webcast today, October 23, 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 October 23, 2023 at 5 p.m. (Pacific) and ending December 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
	September 30, 2023	October 1, 2022
	(unaudited)
GAAP operating margin as a percent of total revenue	29%	29%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense	9%	8%
Amortization of acquired intangibles	1%	1%
Acquisition and integration-related costs	1%	1%
Restructuring	1%	0%
Non-qualified deferred compensation credits	0%	0%
Non-GAAP operating margin as a percent of total revenue	41%	39%
Net Income Reconciliation	Three Months Ended
---	---	---	---	---
	September 30, 2023		October 1, 2022
(in thousands)	(unaudited)
Net income on a GAAP basis	$	254,321	$	186,305
Stock-based compensation expense	88,032		73,451
Amortization of acquired intangibles	15,603		12,813
Acquisition and integration-related costs	14,213		11,418
Restructuring	11,582		14
Non-qualified deferred compensation credits	(1,749)		(2,885)
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(11,755)		4,539
Income tax effect of non-GAAP adjustments	(27,147)		4,433
Net income on a non-GAAP basis	$	343,100	$	290,088
*	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
---	---	---	---	---
	September 30, 2023		October 1, 2022
(in thousands, except per share data)	(unaudited)
Diluted net income per share on a GAAP basis	$	0.93	$	0.68
Stock-based compensation expense	0.32		0.27
Amortization of acquired intangibles	0.06		0.05
Acquisition and integration-related costs	0.05		0.04
Restructuring	0.04		—
Non-qualified deferred compensation credits	—		(0.01)
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(0.04)		0.02
Income tax effect of non-GAAP adjustments	(0.10)		0.01
Diluted net income per share on a non-GAAP basis	$	1.26	$	1.06
Shares used in calculation of diluted net income per share	272,427		274,957			*	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

September 30, 2023 and December 31, 2022

(In thousands)

(Unaudited)

	September 30, 2023		December 31, 2022
Current assets:
Cash and cash equivalents	$	961,982	$	882,325
Receivables, net	426,505		486,710
Inventories	163,693		128,005
Prepaid expenses and other	272,283		209,727
Total current assets	1,824,463		1,706,767
Property, plant and equipment, net	379,776		371,451
Goodwill	1,500,442		1,374,268
Acquired intangibles, net	347,617		354,617
Deferred taxes	874,805		853,691
Other assets	504,272		476,277
Total assets	$	5,431,375	$	5,137,071
Current liabilities:
Revolving credit facility	$	—	$	100,000
Accounts payable and accrued liabilities	598,261		557,158
Current portion of deferred revenue	665,906		690,538
Total current liabilities	1,264,167		1,347,696
Long-term liabilities:
Long-term portion of deferred revenue	100,609		91,524
Long-term debt	648,801		648,078
Other long-term liabilities	303,904		304,660
Total long-term liabilities	1,053,314		1,044,262
Stockholders’ equity	3,113,894		2,745,113
Total liabilities and stockholders’ equity	$	5,431,375	$	5,137,071

Cadence Design Systems, Inc.

Condensed Consolidated Income Statements

For the Three and Nine Months Ended September 30, 2023 and October 1, 2022

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Nine Months Ended
	September 30, 2023		October 1, 2022		September 30, 2023		October 1, 2022
Revenue:
Product and maintenance	$	965,840	$	845,788	$	2,852,372	$	2,494,317
Services	57,254		56,766		168,991		167,524
Total revenue	1,023,094		902,554		3,021,363		2,661,841
Costs and expenses:
Cost of product and maintenance	85,813		62,351		260,269		203,863
Cost of services	23,768		25,249		70,642		74,245
Marketing and sales	176,215		152,925		509,951		432,407
Research and development	369,642		323,629		1,074,353		901,121
General and administrative	58,556		73,688		166,688		174,051
Amortization of acquired intangibles	4,612		3,946		13,181		13,543
Restructuring	11,582		14		11,582		42
Total costs and expenses	730,188		641,802		2,106,666		1,799,272
Income from operations	292,906		260,752		914,697		862,569
Interest expense	(9,059)		(5,463)		(27,196)		(13,852)
Other income (expense), net	16,106		(3,017)		32,363		(13,879)
Income before provision for income taxes	299,953		252,272		919,864		834,838
Provision for income taxes	45,632		65,967		202,619		226,278
Net income	$	254,321	$	186,305	$	717,245	$	608,560
Net income per share - basic	$	0.94	$	0.69	$	2.66	$	2.24
Net income per share - diluted	$	0.93	$	0.68	$	2.63	$	2.21
Weighted average common shares outstanding - basic	269,229		271,131		269,480		271,694
Weighted average common shares outstanding - diluted	272,427		274,957		272,859		275,683

Cadence Design Systems, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2023 and October 1, 2022

(In thousands)

(Unaudited)

	Nine Months Ended
	September 30, 2023		October 1, 2022
Cash and cash equivalents at beginning of period	$	882,325	$	1,088,940
Cash flows from operating activities:
Net income	717,245		608,560
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	106,783		98,178
Amortization of debt discount and fees	942		810
Stock-based compensation	238,928		197,190
(Gain) loss on investments, net	(12,732)		4,777
Deferred income taxes	(23,506)		(49,834)
Provisions for losses on receivables	1,692		471
ROU asset amortization and change in operating lease liabilities	(2,684)		(883)
Other non-cash items	1,962		158
Changes in operating assets and liabilities, net of effect of acquired businesses:
Receivables	50,024		(57,309)
Inventories	(47,293)		(8,020)
Prepaid expenses and other	33,307		30,596
Other assets	(26,580)		17,644
Accounts payable and accrued liabilities	43,111		24,514
Deferred revenue	(14,628)		113,712
Other long-term liabilities	10,514		(2,305)
Net cash provided by operating activities	1,077,085		978,259
Cash flows from investing activities:
Purchases of investments	(145,150)		(1,000)
Proceeds from the sale and maturity of investments	64,174		—
Purchases of property, plant and equipment	(68,634)		(86,295)
Purchases of intangible assets	—		(1,000)
Cash paid in business combinations, net of cash acquired	(163,963)		(586,163)
Net cash used for investing activities	(313,573)		(674,458)
Cash flows from financing activities:
Proceeds from term loan	—		300,000
Proceeds from revolving credit facility	50,000		450,000
Payments on revolving credit facility	(150,000)		(300,000)
Payment of debt issuance costs	—		(425)
Proceeds from issuance of common stock	131,341		103,682
Stock received for payment of employee taxes on vesting of restricted stock	(122,182)		(103,093)
Payments for repurchases of common stock	(575,127)		(750,062)
Net cash used for financing activities	(665,968)		(299,898)
Effect of exchange rate changes on cash and cash equivalents	(17,887)		(66,792)
Increase (decrease) in cash and cash equivalents	79,657		(62,889)
Cash and cash equivalents at end of period	$	961,982	$	1,026,051

Cadence Design Systems, Inc.

(Unaudited)

Revenue Mix by Geography (% of Total Revenue)

	2022										2023
GEOGRAPHY	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3
Americas	47	%	45	%	45	%	46	%	46	%	44	%	41	%	43	%
China	16	%	13	%	17	%	13	%	15	%	17	%	18	%	17	%
Other Asia	18	%	18	%	17	%	18	%	18	%	18	%	18	%	19	%
Europe, Middle East and Africa	14	%	18	%	16	%	17	%	16	%	15	%	17	%	15	%
Japan	5	%	6	%	5	%	6	%	5	%	6	%	6	%	6	%
Total	100	%	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		Q3
Custom IC Design and Simulation	22	%	23	%	22	%	22	%	22	%	20	%	22	%	22	%
Digital IC Design and Signoff	27	%	27	%	29	%	28	%	28	%	25	%	27	%	28	%
Functional Verification, including Emulation and Prototyping Hardware	28	%	24	%	25	%	25	%	26	%	32	%	27	%	26	%
IP	13	%	14	%	12	%	12	%	12	%	11	%	11	%	11	%
System Design and Analysis	10	%	12	%	12	%	13	%	12	%	12	%	13	%	13	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Operating Margin

As of October 23, 2023

(Unaudited)

	Three Months Ending<br>December 31, 2023	Year Ending<br>December 31, 2023
	Forecast	Forecast
GAAP operating margin as a percent of total revenue	~31%	30.5% - 31.0%
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%
Restructuring	0%	0%
Non-qualified deferred compensation expenses	0%	0%
Non-GAAP operating margin as a percent of total revenue†	~42%	41.5% - 42.0%
†	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 October 23, 2023

(Unaudited)

	Three Months Ending<br>December 31, 2023	Year Ending<br>December 31, 2023
	Forecast	Forecast
Diluted net income per share on a GAAP basis	$0.85 to $0.91	$3.48 to $3.54
Stock-based compensation expense	0.32	1.20
Amortization of acquired intangibles	0.06	0.22
Acquisition and integration-related costs	0.04	0.20
Restructuring	—	0.04
Non-qualified deferred compensation expenses	—	0.02
Other income or expense related to investments and non-qualified deferred compensation plan assets*	—	(0.06)
Income tax effect of non-GAAP adjustments	0.03	(0.03)
Diluted net income per share on a non-GAAP basis†	$1.30 to $1.36	$5.07 to $5.13

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Net Income

As of October 23, 2023

(Unaudited)

	Three Months Ending<br>December 31, 2023	Year Ending<br>December 31, 2023
($ in millions)	Forecast	Forecast
Net income on a GAAP basis	$232 to $248	$949 to $965
Stock-based compensation expense	88	327
Amortization of acquired intangibles	16	61
Acquisition and integration-related costs	10	54
Restructuring	—	12
Non-qualified deferred compensation expenses	—	5
Other income or expense related to investments and non-qualified deferred compensation plan assets*	—	(18)
Income tax effect of non-GAAP adjustments	9	(7)
Net income on a non-GAAP basis†	$355 to $371	$1,383 to $1,399
†	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.
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Document

Exhibit 99.02

CADENCE REPORTS THIRD QUARTER2023
CADENCE DESIGN SYSTEMS, INC.
CFO COMMENTARY
Key Takeaways • Raising 2023 outlook for revenue.• Raising 2023 outlook for non-GAAP operating margin to 41.75%.• Raising 2023 outlook for non-GAAP EPS to 5.10 and GAAP EPS to 3.51.	Q3 2023 KEY METRICS
FY 2023 Outlook• Revenue: 4.06 - 4.10 billion.• GAAP operating margin: 30.5% - 31.0%.• Non-GAAP operating margin: 41.5% - 42.0%.• GAAP EPS: 3.48 - 3.54• Non-GAAP EPS 5.07 - 5.13• 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.

October 23, 2023	Cadence Q3 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	4,060- 4,100
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	~2,836
GAAP operating expense growth	3%		8%		6%		10%		8%		13%		~14%
Non-GAAP operating expenses	$	1,409	$	1,491	$	1,587	$	1,739	$	1,877	$	2,125	~2,377
Non-GAAP operating expense growth	5%		6%		6%		10%		8%		13%		~12%
GAAP operating margin**	17%		19%		21%		24%		26%		30%		30.75
Non-GAAP operating margin**	28%		30%		32%		35%		37%		40%		41.75
GAAP earnings per share	$	0.73	$	1.23	$	3.53	$	2.11	$	2.50	$	3.09	3.48 - 3.54
Non-GAAP earning per share	$	1.40	$	1.87	$	2.20	$	2.80	$	3.29	$	4.27	5.07 - 5.13
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		272.2 - 273.2
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	$	4,080
Revenue Growth	7%		10%		9%		15%		11%		19%		~15%
3-Year Revenue Growth CAGR	7%		8%		9%		11%		12%		15%		~15%
GAAP operating margin	17%		19%		21%		24%		26%		30%		30.75%
Non-GAAP operating margin	28%		30%		32%		35%		37%		40%		41.75%
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%		33.75%
GAAP operating income	$	324	$	396	$	492	$	646	$	779	$	1,074	$	1,244
Non-GAAP operating income	$	534	$	647	$	749	$	944	$	1,111	$	1,436	$	1,703
Non-GAAP operating income adjusted for stock-based compensation	$	404	$	479	$	567	$	747	$	901	$	1,166	$	1,376

* At midpoint of guidance.

| October 23, 2023 | Cadence Q3 2023 Financial Results | 2 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

Fourth Quarter 2023 Financial Outlook

	Q4 2022		Q3 2023		Q4 2023E
Total Revenue ($ Millions)	$	900	$	1,023	$1,039 - $1,079
Q/Q Growth			5%		2% - 5%
Y/Y Growth			13%		15% - 20%
GAAP Operating Margin	23%		29%		~31%
Non-GAAP Operating Margin	36%		41%		~42%
GAAP EPS	$	0.88	$	0.93	$0.85 - $0.91
Non-GAAP EPS	$	0.96	$	1.26	$1.30 - $1.36

Fiscal Year 2023 Financial Outlook

			Previous	Current
	FY 2022		FY 2023E	FY 2023E
Recurring Revenue	~85%		~85%	~85%
Total Revenue ($ Millions)	$	3,562	$4,050 - $4,090	$4,060 - $4,100
Y/Y Growth	19%		14% - 15%	14% - 15%
Revenue from Beginning Backlog	~70%		~75%	~75%
GAAP Operating Margin	30.1%		30.2% - 31.2%	30.5% - 31.0%
Non-GAAP Operating Margin	40.3%		41.2% - 42.2%	41.5% - 42.0%
GAAP Other Income & Expense ($ Millions)	$	(28)	$(7) - $(11)	$0 - $3
Non-GAAP Other Income & Expense ($ Millions)	$	(14)	$(13) - $(17)	$(15) - $(18)
GAAP Tax Rate	19%		~26%	~23%
Non-GAAP Tax Rate	17.5%		17.5%	17.5%
Weighted Average Diluted Shares Outstanding (Millions)	275.0		272 - 274	272.2 - 273.2
GAAP EPS	$	3.09	$3.35 - $3.41	$3.48 - $3.54
Y/Y Growth	24%		8% - 10%	13% - 15%
Non-GAAP EPS	$	4.27	$5.05 - $5.11	$5.07 - $5.13
Y/Y Growth	30%		18% - 20%	19% - 20%
Cash Flow from Operations ($ Millions)	$	1,242	$1,300 - $1,400	$1,300 - $1,400
DSO	49		~45	~45
Capital Expenditures ($ Millions)	$	123	~$105	~$105
October 23, 2023	Cadence Q3 2023 Financial Results	3
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Third Quarter Financial Results

Backlog

(In Billions)	2019		2020		2021		2022		Q3 2023
Backlog	$	3.6	$	3.9	$	4.4	$	5.8	$	5.4

Revenue

(In Millions)	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
Product and Maintenance	$	846	$	846	$	964	$	923	$	966
Services	57		54		58		54		57
Total Revenue	$	903	$	900	$	1,022	$	977	$	1,023

Recurring and Up-Front Revenue

	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
Revenue recognized over time	81	%	84	%	77	%	82	%	83	%
Revenue from arrangements with non-cancelable commitments	3	%	3	%	3	%	3	%	2	%
Recurring Revenue	84	%	87	%	80	%	85	%	85	%
Up-Front Revenue	16	%	13	%	20	%	15	%	15	%
Total	100	%	100	%	100	%	100	%	100	%

Trailing Twelve Months Recurring and Up-Front Revenue

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

Revenue Mix by Geography

(% of Total Revenue)	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
Americas	45	%	46	%	44	%	41	%	43	%
China	17	%	13	%	17	%	18	%	17	%
Other Asia	17	%	18	%	18	%	18	%	19	%
Europe, Middle East and Africa	16	%	17	%	15	%	17	%	15	%
Japan	5	%	6	%	6	%	6	%	6	%
Total	100	%	100	%	100	%	100	%	100	%

Revenue Mix by Product Category

(% of Total Revenue)	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
Custom IC Design and Simulation	22	%	22	%	20	%	22	%	22	%
Digital IC Design and Signoff	29	%	28	%	25	%	27	%	28	%
Functional Verification	25	%	25	%	32	%	27	%	26	%
IP	12	%	12	%	11	%	11	%	11	%
System Design and Analysis	12	%	13	%	12	%	13	%	13	%
Total	100	%	100	%	100	%	100	%	100	%
October 23, 2023	Cadence Q3 2023 Financial Results	4
---	---	---		Cadence Design Systems, Inc.
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Gross Margin

	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
GAAP Gross Margin	90.3	%	89.6	%	87.8	%	90.1	%	89.3	%
Non-GAAP Gross Margin	91.5	%	91.1	%	89.1	%	91.4	%	90.6	%

Total Costs and Expenses

(In Millions)	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
Total GAAP Costs and Expenses	$	642	$	689	$	699	$	677	$	730
Total Non-GAAP Costs and Expenses	$	547	$	579	$	591	$	569	$	603

Operating Margin

	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
GAAP Operating Margin	28.9	%	23.5	%	31.6	%	30.7	%	28.6	%
Non-GAAP Operating Margin	39.4	%	35.6	%	42.1	%	41.8	%	41.1	%

Earnings Per Share

	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
GAAP Net Income Per Share	$	0.68	$	0.88	$	0.89	$	0.81	$	0.93
Non-GAAP Net Income Per Share	$	1.06	$	0.96	$	1.29	$	1.22	$	1.26

Total DSO

	Q3 2022	Q4 2022	Q1 2023	Q2 2023	Q3 2023
DSO	40	49	44	42	39

Balance Sheet and Cash Review

Free Cash Flow

(In Millions)	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
Net Cash from Operating Activities	$	317	$	264	$	267	$	414	$	396
Capital Expenditures	44		37		26		20		22
Free Cash Flow	$	273	$	227	$	241	$	394	$	374

Cash and Cash Equivalents

(In Millions)	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
Cash and Cash Equivalents	$	1,026	$	882	$	917	$	874	$	962

•Approximately 34 percent of our cash and cash equivalents were in the U.S. at quarter-end.

Share Repurchase

(In Millions)	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
Share Repurchase	$	180	$	300	$	125	$	265	$	185
Number of Shares	0.959		1.939		0.668		1.178		0.811

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

•Q3 2023 includes 276,330 shares and $60 million equity forward contract from Q2 2023 ASR settled in Q3 2023.

Employees

	Q3 2022	Q4 2022	Q1 2023	Q2 2023	Q3 2023
Headcount	9,994	10,228	10,579	10,832	11,139
October 23, 2023	Cadence Q3 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.

October 23, 2023	Cadence Q3 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)	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023
GAAP total costs and expenses	$	642	$	689	$	699	$	677	$	730
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense	(74)		(73)		(74)		(76)		(88)
Amortization of acquired intangibles	(13)		(16)		(15)		(15)		(15)
Acquisition and integration-related costs	(11)		(18)		(16)		(14)		(14)
Restructuring	—		—		—		—		(12)
Non-qualified deferred compensation (expenses) credits	3		(3)		(3)		(3)		2
Non-GAAP total costs and expenses*	$	547	$	579	$	591	$	569	$	603
*	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	$	2,836
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense	(130)		(168)		(182)		(197)		(210)		(270)		(327)
Amortization of acquired intangibles	(57)		(53)		(53)		(64)		(67)		(60)		(61)
Acquisition and integration-related costs	(8)		(20)		(8)		(23)		(23)		(41)		(54)
Restructuring	(9)		(11)		(9)		(9)		1		—		(12)
Non-qualified deferred compensation (expenses) credits	(6)		1		(5)		(5)		(6)		8		(5)
Special charges**	—		—		(1)		—		(27)		—		—
Non-GAAP total costs and expenses***	$	1,409	$	1,491	$	1,587	$	1,739	$	1,877	$	2,125	$	2,377
*	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.		October 23, 2023	Cadence Q3 2023 Financial Results	7
---	---	---		Cadence Design Systems, Inc.
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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

	Q3 2022	Q4 2022	Q1 2023	Q2 2023	Q3 2023
GAAP gross margin as a percent of total revenue	90.3%	89.6%	87.8%	90.1%	89.3%
Reconciling items to non-GAAP gross margin as a percent of total revenue
Stock-based compensation expense	0.2%	0.3%	0.3%	0.2%	0.2%
Amortization of acquired intangibles	1.0%	1.2%	1.0%	1.1%	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*	91.5%	91.1%	89.1%	91.4%	90.6%
*	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.
---	---
October 23, 2023	Cadence Q3 2023 Financial Results	8
---	---	---		Cadence Design Systems, Inc.
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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

	Q3 2022	Q4 2022	Q1 2023	Q2 2023	Q3 2023	Q4 2023E
GAAP operating margin as a percent of total revenue	29%	23%	32%	31%	29%	~31%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Stock-based compensation expense	8%	8%	7%	8%	9%	8%
Amortization of acquired intangibles	1%	2%	1%	2%	1%	2%
Acquisition and integration-related costs	1%	2%	2%	1%	1%	1%
Restructuring	0%	0%	0%	0%	1%	0%
Non-qualified deferred compensation expenses (credits)	0%	1%	0%	0%	0%	0%
Non-GAAP operating margin as a percent of total revenue*	39%	36%	42%	42%	41%	~42%
*	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%	30.5% - 31.0%
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%	41.5% - 42.0%		*	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.		October 23, 2023	Cadence Q3 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)	Q3 2022		Q4 2022		Q1 2023		Q2 2023		Q3 2023		Q4 2023E
Diluted net income per share on a GAAP basis	$	0.68	$	0.88	$	0.89	$	0.81	$	0.93	$0.85 - $0.91
Stock-based compensation expense	0.27		0.27		0.27		0.28		0.32		0.32
Amortization of acquired intangibles	0.05		0.06		0.05		0.06		0.06		0.06
Acquisition and integration-related costs	0.04		0.06		0.06		0.05		0.05		0.04
Restructuring	—		—		—		—		0.04		—
Non-qualified deferred compensation expenses (credits)	(0.01)		0.01		0.01		0.01		—		—
Other income or expense related to investments and non-qualified deferred compensation plan assets**	0.02		(0.01)		(0.01)		(0.01)		(0.04)		—
Income tax effect of non-GAAP adjustments	0.01		(0.31)		0.02		0.02		(0.10)		0.03
Diluted net income per share on a non-GAAP basis*	$	1.06	$	0.96	$	1.29	$	1.22	$	1.26	$1.30 - $1.36
Shares used in calculation of diluted net income per share	274,957		272,997		273,159		272,996		272,427
*	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.
October 23, 2023	Cadence Q3 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	$3.48 - $3.54
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		0.22
Acquisition and integration-related costs	0.03		0.07		0.03		0.08		0.08		0.15		0.20
Restructuring	0.03		0.04		0.03		0.03		—		—		0.04
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		(0.06)
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)		(0.03)
Diluted net income per share on a non-GAAP basis*	$	1.40	$	1.87	$	2.20	$	2.80	$	3.29	$	4.27	$5.07 - $5.13
Shares used in calculation of diluted net income per share	280,221		281,144		280,515		279,641		278,858		275,011		272.2 - 273.2M
*	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.
October 23, 2023	Cadence Q3 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)	$0 - $3
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		(18)
Non-GAAP total other income and expense*	$	(17.4)	$	(14.2)	$(15) - $(18)
*	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.
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**	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.
October 23, 2023	Cadence Q3 2023 Financial Results	12
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