8-K - CDNS - Equibles

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): February 13, 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 February 13, 2023, Cadence Design Systems, Inc. ("Cadence") issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2022.

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 and fiscal year ended December 31, 2022 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 February 13, 2023.
99.02	CFO Commentary on Results of Quarter and Fiscal Year Ended December 31, 2022.
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: February 13, 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 Fourth Quarter and Fiscal Year 2022 Financial Results

SAN JOSE, Calif. — February 13, 2023 — Cadence Design Systems, Inc. (Nasdaq: CDNS) today announced results for the fourth quarter and fiscal year 2022.

Cadence reported 2022 revenue of $3.562 billion, compared to revenue of $2.988 billion for 2021. On a GAAP basis, Cadence achieved operating margin of 30 percent and recognized net income of $849 million, or $3.09 per share on a diluted basis, in 2022, compared to operating margin of 26 percent and net income of $696 million, or $2.50 per share on a diluted basis for 2021. Revenue for the fourth quarter of 2022 totaled $900 million, compared to revenue of $773 million for the same period in 2021. Cadence achieved operating margin of 23 percent and recognized net income of $240 million, or $0.88 per share on a diluted basis, in the fourth quarter of 2022, compared to operating margin of 25 percent and net income of $177 million, or $0.63 per share on a diluted basis, for the same period in 2021.

Using the non-GAAP measures defined below, operating margin for 2022 was 40 percent and net income was $1.173 billion, or $4.27 per share on a diluted basis, compared to operating margin of 37 percent and net income of $918 million, or $3.29 per share on a diluted basis, for the same period in 2021. For the fourth quarter of 2022, operating margin was 36 percent and net income was $262 million, or $0.96 per share on a diluted basis, compared to operating margin of 36 percent and net income of $227 million, or $0.82 per share on a diluted basis, for the same period in 2021.

“Cadence delivered record results for 2022 driven by our innovative solutions and strong execution to our Intelligent System Design™ strategy,” said Anirudh Devgan, president and chief executive officer. “I remain confident in the long-term secular mega-trends that continue to fuel robust design activity across semi and system companies. As we start off 2023, I’m excited about our momentum and look forward to driving further innovation and customer success.”

“We delivered another year of strong financial results,” said John Wall, senior vice president and chief financial officer. “I am pleased that we exceeded all key operating metrics for 2022, and look forward to building on that strength in 2023.”

CFO Commentary

Commentary on the fourth quarter and fiscal year 2022 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 first quarter of 2023, the company expects total revenue in the range of $1.00 billion to $1.02 billion. First quarter GAAP operating margin is expected to be in the range of 31 percent to 32 percent and GAAP net income per diluted share is expected to be in the range of $0.84 to $0.88. 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 $1.23 to $1.27.

For fiscal year 2023, the company expects total revenue in the range of $4.00 billion to $4.06 billion. On a GAAP basis, operating margin for 2023 is expected to be in the range of 30.5 percent to 32.0 percent and GAAP net income per diluted share for 2023 is expected to be in the range of $3.24 to $3.34. Using the non-GAAP measures defined below, operating margin for 2023 is expected to be in the range of 40.5 percent to 42.0 percent and net income per diluted share for 2023 is expected to be in the range of $4.90 to $5.00.

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 fourth quarter and fiscal year 2022 financial results audio webcast today, February 13, 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 February 13, 2023 at 5 p.m. (Pacific) and ending March 17, 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 eight 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; (ix) the effects of any litigation, regulatory or other proceedings to which Cadence is or may become a party or to which Cadence or its products, services or properties are subject; and (x) the duration, severity, volatility and effects of the COVID-19 pandemic and containment measures on Cadence, its employees, and its suppliers and customers, which may also have the effect of heightening the other risks described in this paragraph. 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 reports on Form 10-K and Form 10-Q and future filings.

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
	December 31, 2022	January 1, 2022
	(unaudited)
GAAP operating margin as a percent of total revenue	23%	25%
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	2%	1%
Restructuring	0%	0%
Non-qualified deferred compensation expenses	1%	1%
Non-GAAP operating margin as a percent of total revenue	36%	36%
Operating Margin Reconciliation	Years Ended
---	---	---
	December 31, 2022	January 1, 2022
	(unaudited)
GAAP operating margin as a percent of total revenue	30%	26%
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)	(1)%	0%
Special charges*	0%	1%
Non-GAAP operating margin as a percent of total revenue	40%	37%		*	Includes costs related to a voluntary retirement program in the second quarter of 2021.
---	---		Net Income Reconciliation	Three Months Ended
---	---	---	---	---
	December 31, 2022		January 1, 2022
(in thousands)	(unaudited)
Net income on a GAAP basis	$	240,392	$	176,579
Stock-based compensation expense	73,249		54,230
Amortization of acquired intangibles	15,369		16,781
Acquisition and integration-related costs	17,510		5,946
Restructuring	13		(80)
Non-qualified deferred compensation expenses	3,233		2,205
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(2,584)		(2,454)
Income tax effect of non-GAAP adjustments	(85,397)		(25,834)
Net income on a non-GAAP basis	$	261,785	$	227,373
*	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.
---	---
Net Income Reconciliation	Years Ended
---	---	---	---	---
	December 31, 2022		January 1, 2022
(in thousands)	(unaudited)
Net income on a GAAP basis	$	848,952	$	695,955
Stock-based compensation expense	270,439		210,090
Amortization of acquired intangibles	59,818		67,216
Acquisition and integration-related costs	41,103		22,413
Restructuring	55		(1,048)
Non-qualified deferred compensation expenses (credits)	(8,744)		6,163
Special charges*	—		26,832
Other income or expense related to investments and non-qualified deferred compensation plan assets**	14,171		(6,745)
Income tax effect of non-GAAP adjustments	(52,475)		(102,456)
Net income on a non-GAAP basis	$	1,173,319	$	918,420
*	Includes costs related to a voluntary retirement program in the second quarter of 2021.
---	---		**	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
---	---	---	---	---
	December 31, 2022		January 1, 2022
(in thousands, except per share data)	(unaudited)
Diluted net income per share on a GAAP basis	$	0.88	$	0.63
Stock-based compensation expense	0.27		0.20
Amortization of acquired intangibles	0.06		0.06
Acquisition and integration-related costs	0.06		0.02
Restructuring	—		—
Non-qualified deferred compensation expenses	0.01		0.01
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(0.01)		(0.01)
Income tax effect of non-GAAP adjustments	(0.31)		(0.09)
Diluted net income per share on a non-GAAP basis	$	0.96	$	0.82
Shares used in calculation of diluted net income per share	272,997		278,253
*	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	Years Ended
---	---	---	---	---
	December 31, 2022		January 1, 2022
(in thousands, except per share data)	(unaudited)
Diluted net income per share on a GAAP basis	$	3.09	$	2.50
Stock-based compensation expense	0.98		0.75
Amortization of acquired intangibles	0.22		0.24
Acquisition and integration-related costs	0.15		0.08
Restructuring	—		—
Non-qualified deferred compensation expenses (credits)	(0.03)		0.02
Special charges*	—		0.10
Other income or expense related to investments and non-qualified deferred compensation plan assets**	0.05		(0.03)
Income tax effect of non-GAAP adjustments	(0.19)		(0.37)
Diluted net income per share on a non-GAAP basis	$	4.27	$	3.29
Shares used in calculation of diluted net income per share	275,011		278,858
*	Includes costs related to a voluntary retirement program in the second quarter of 2021.
---	---		**	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.
---	---

Cadence expects that its corporate representatives will meet privately during the quarter with investors, the media, investment analysts and others. At these meetings, Cadence may reiterate the business outlook published in this press release. At the same time, Cadence will keep this press release, including the business outlook, publicly available on its website.

Prior to the start of the Quiet Period (described below), the public may continue to rely on the business outlook contained herein as still being Cadence’s current expectations on matters covered unless Cadence publishes a notice stating otherwise.

Beginning March 17, 2023, Cadence will observe a Quiet Period during which the business outlook as provided in this press release and the most recent Annual Report on Form 10-K and Quarterly Report on Form 10-Q no longer constitute Cadence’s current expectations. During the Quiet Period, the business outlook in these documents should be considered historical, speaking as of prior to the Quiet Period only and not subject to any update by Cadence. During the Quiet Period, Cadence’s representatives will not comment on Cadence’s business outlook, financial results or expectations. The Quiet Period will extend until Cadence’s first quarter 2023 earnings release is published, which is currently scheduled for April 24, 2023.

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

December 31, 2022 and January 1, 2022

(In thousands)

(Unaudited)

	December 31, 2022		January 1, 2022
Current assets:
Cash and cash equivalents	$	882,325	$	1,088,940
Receivables, net	486,710		337,596
Inventories	128,005		115,721
Prepaid expenses and other	209,727		173,512
Total current assets	1,706,767		1,715,769
Property, plant and equipment, net	371,451		305,911
Goodwill	1,374,268		928,358
Acquired intangibles, net	354,617		233,265
Deferred taxes	853,691		763,770
Other assets	476,277		439,226
Total assets	$	5,137,071	$	4,386,299
Current liabilities:
Revolving credit facility	$	100,000	$	—
Accounts payable and accrued liabilities	557,158		417,283
Current portion of deferred revenue	690,538		553,942
Total current liabilities	1,347,696		971,225
Long-term liabilities:
Long-term portion of deferred revenue	91,524		101,148
Long-term debt	648,078		347,588
Other long-term liabilities	304,660		225,663
Total long-term liabilities	1,044,262		674,399
Stockholders’ equity	2,745,113		2,740,675
Total liabilities and stockholders’ equity	$	5,137,071	$	4,386,299

Cadence Design Systems, Inc.

Condensed Consolidated Income Statements

For the Three Months and Years Ended December 31, 2022 and January 1, 2022

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Years Ended
	December 31, 2022		January 1, 2022		December 31, 2022		January 1, 2022
Revenue:
Product and maintenance	$	845,880	$	719,849	$	3,340,197	$	2,812,947
Services	53,997		53,187		221,521		175,297
Total revenue	899,877		773,036		3,561,718		2,988,244
Costs and expenses:
Cost of product and maintenance	69,702		47,714		273,565		222,647
Cost of services	23,813		21,979		98,058		84,359
Marketing and sales	171,817		148,068		604,224		560,262
Research and development	350,423		288,953		1,251,544		1,134,277
General and administrative	68,065		65,743		242,116		189,018
Amortization of acquired intangibles	4,927		4,979		18,470		19,640
Restructuring	13		(80)		55		(1,048)
Total costs and expenses	688,760		577,356		2,488,032		2,209,155
Income from operations	211,117		195,680		1,073,686		779,089
Interest expense	(9,082)		(4,251)		(22,934)		(16,980)
Other income (expense), net	8,490		2,625		(5,389)		6,326
Income before provision (benefit) for income taxes	210,525		194,054		1,045,363		768,435
Provision (benefit) for income taxes	(29,867)		17,475		196,411		72,480
Net income	$	240,392	$	176,579	$	848,952	$	695,955
Net income per share - basic	$	0.89	$	0.65	$	3.13	$	2.54
Net income per share - diluted	$	0.88	$	0.63	$	3.09	$	2.50
Weighted average common shares outstanding - basic	269,709		273,066		271,198		273,504
Weighted average common shares outstanding - diluted	272,997		278,253		275,011		278,858

Cadence Design Systems, Inc.

Condensed Consolidated Statements of Cash Flows

For the Years Ended December 31, 2022 and January 1, 2022

(In thousands)

(Unaudited)

	Years Ended
	December 31, 2022		January 1, 2022
Cash and cash equivalents at beginning of year	$	1,088,940	$	928,432
Cash flows from operating activities:
Net income	848,952		695,955
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	132,088		142,308
Amortization of debt discount and fees	1,134		1,219
Stock-based compensation	270,439		210,090
(Gain) loss on investments, net	5,425		(580)
Deferred income taxes	(107,606)		(43,178)
Provisions for losses on receivables	204		525
ROU asset amortization and change in operating lease liabilities	3,342		(11,606)
Other non-cash items	371		427
Changes in operating assets and liabilities, net of effect of acquired businesses:
Receivables	(138,471)		2,014
Inventories	(23,073)		(39,027)
Prepaid expenses and other	(38,927)		(34,342)
Other assets	(933)		(7,133)
Accounts payable and accrued liabilities	113,945		67,356
Deferred revenue	131,462		100,731
Other long-term liabilities	43,542		16,199
Net cash provided by operating activities	1,241,894		1,100,958
Cash flows from investing activities:
Purchases of non-marketable investments	(1,000)		—
Proceeds from the sale of non-marketable investments	366		128
Purchases of property, plant and equipment	(123,215)		(65,298)
Purchases of intangible assets	(1,000)		(1,583)
Cash paid in business combinations, net of cash acquired	(613,785)		(226,201)
Net cash used for investing activities	(738,634)		(292,954)
Cash flows from financing activities:
Proceeds from revolving credit facility	585,000		—
Payments on revolving credit facility	(485,000)		—
Proceeds from term loan	300,000		—
Payment of debt issuance costs	(425)		(1,285)
Proceeds from issuance of common stock	105,331		87,772
Stock received for payment of employee taxes on vesting of restricted stock	(111,864)		(117,982)
Payments for repurchases of common stock	(1,050,091)		(612,297)
Net cash used for financing activities	(657,049)		(643,792)
Effect of exchange rate changes on cash and cash equivalents	(52,826)		(3,704)
Increase (decrease) in cash and cash equivalents	(206,615)		160,508
Cash and cash equivalents at end of year	$	882,325	$	1,088,940

Cadence Design Systems, Inc.

(Unaudited)

Revenue Mix by Geography (% of Total Revenue)

	2021										2022
GEOGRAPHY	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Americas	46	%	44	%	46	%	43	%	45	%	47	%	45	%	45	%	46	%	46	%
China	12	%	14	%	13	%	12	%	13	%	16	%	13	%	17	%	13	%	15	%
Other Asia	18	%	19	%	18	%	21	%	19	%	18	%	18	%	17	%	18	%	18	%
Europe, Middle East and Africa	18	%	17	%	17	%	18	%	17	%	14	%	18	%	16	%	17	%	16	%
Japan	6	%	6	%	6	%	6	%	6	%	5	%	6	%	5	%	6	%	5	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

Revenue Mix by Product Category (% of Total Revenue)

	2021										2022
PRODUCT CATEGORY	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Custom IC Design and Simulation	23	%	23	%	23	%	24	%	23	%	22	%	23	%	22	%	22	%	22	%
Digital IC Design and Signoff	27	%	28	%	29	%	29	%	29	%	27	%	27	%	29	%	28	%	28	%
Functional Verification, including Emulation and Prototyping Hardware	26	%	25	%	23	%	21	%	24	%	28	%	24	%	25	%	25	%	26	%
IP	14	%	13	%	14	%	14	%	13	%	13	%	14	%	12	%	12	%	12	%
System Design and Analysis	10	%	11	%	11	%	12	%	11	%	10	%	12	%	12	%	13	%	12	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Operating Margin

As of February 13, 2023

(Unaudited)

	Three Months Ending<br>March 31, 2023	Year Ending<br>December 31, 2023
	Forecast	Forecast
GAAP operating margin as a percent of total revenue	31% - 32%	30.5% - 32.0%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense	8%	8%
Amortization of acquired intangibles	1%	1%
Acquisition and integration-related costs	1%	1%
Non-GAAP operating margin as a percent of total revenue†	41% - 42%	40.5% - 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 February 13, 2023

(Unaudited)

	Three Months Ending<br>March 31, 2023	Year Ending<br>December 31, 2023
	Forecast	Forecast
Diluted net income per share on a GAAP basis	$0.84 to $0.88	$3.24 to $3.34
Stock-based compensation expense	0.28	1.21
Amortization of acquired intangibles	0.05	0.21
Acquisition and integration-related costs	0.05	0.15
Income tax effect of non-GAAP adjustments	0.01	0.09
Diluted net income per share on a non-GAAP basis†	$1.23 to $1.27	$4.90 to $5.00

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Net Income

As of February 13, 2023

(Unaudited)

	Three Months Ending<br>March 31, 2023	Year Ending<br>December 31, 2023
($ in millions)	Forecast	Forecast
Net income on a GAAP basis	$230 to $241	$886 to $913
Stock-based compensation expense	77	330
Amortization of acquired intangibles	15	58
Acquisition and integration-related costs	13	40
Income tax effect of non-GAAP adjustments	1	24
Net income on a non-GAAP basis†	$336 to $347	$1,338 to $1,365
†	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.
---	---

Document

Exhibit 99.02

CADENCE REPORTS FOURTH QUARTERAND FISCAL YEAR 2022
CADENCE DESIGN SYSTEMS, INC.
CFO COMMENTARY
Key Takeaways for 2022• All businesses performing well; 3-year revenue CAGR > 15%.• Non-GAAP Operating Margin >40%; GAAP Operating Margin >30%.• Non-GAAP EPS up ~30%; GAAP EPS up ~24%.

FY 2023 Outlook• Revenue: 4.00 - 4.06 billion.• GAAP operating margin: 30.5% - 32.0%.• Non-GAAP operating margin: 40.5% - 42.0%.• GAAP EPS: 3.24 - 3.34• Non-GAAP EPS 4.90 - 5.00• Operating cash flow: 1.3 - 1.4 billion.• Expect to use approximately 50% of free cash flow to repurchase Cadence shares for the year.

All values are in US Dollars.

February 13, 2023	Cadence Q4 and Fiscal Year 2022 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	$4,000- $4,060
Revenue growth*	7%		10%		9%		15%		11%		19%		12% - 14%
3-year CAGR	7%		8%		9%		11%		12%		15%		~15%
3-year CAGR without 53rd week impact	8%						11%						~15%
GAAP operating expenses	$	1,619	$	1,742	$	1,845	$	2,037	$	2,209	$	2,488	~$2,796
GAAP operating expense growth	3%		8%		6%		10%		8%		13%		~12%
Non-GAAP operating expenses	$	1,409	$	1,491	$	1,587	$	1,739	$	1,877	$	2,125	~$2,368
Non-GAAP operating expense growth	5%		6%		6%		10%		8%		13%		~11%
GAAP operating margin	17%		19%		21%		24%		26%		30%
Implied GAAP operating margin**													31.25%
Non-GAAP operating margin	28%		30%		32%		35%		37%		40%
Implied Non-GAAP operating margin**													41.25%
GAAP earnings per share	$	0.73	$	1.23	$	3.53	$	2.11	$	2.50	$	3.09	$3.24 - $3.34
Non-GAAP earning per share	$	1.40	$	1.87	$	2.20	$	2.80	$	3.29	$	4.27	$4.90 - $5.00
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		~$120

* 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	$	4,030
Revenue Growth	7%		10%		9%		15%		11%		19%		~13%
3-Year Revenue Growth CAGR	7%		8%		9%		11%		12%		15%		~15%
GAAP operating margin	17%		19%		21%		24%		26%		30%		31.25%
Non-GAAP operating margin	28%		30%		32%		35%		37%		40%		41.25%
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%		33.25%
GAAP operating income	$	324	$	396	$	492	$	646	$	779	$	1,074	$	1,234
Non-GAAP operating income	$	534	$	647	$	749	$	944	$	1,111	$	1,436	$	1,662
Non-GAAP operating income adjusted for stock-based compensation	$	404	$	479	$	567	$	747	$	901	$	1,166	$	1,332

* At midpoint of guidance.

| February 13, 2023 | Cadence Q4 and Fiscal Year 2022 Financial Results | 2 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

First Quarter 2023 Financial Outlook

	Q1 2022		Q4 2022		Q1 2023E
Total Revenue ($ Millions)	$	902	$	900	$1,000 - $1,020
Q/Q Growth			0%		11% - 13%
Y/Y Growth			16%		11% - 13%
GAAP Operating Margin	35%		23%		31% -32%
Non-GAAP Operating Margin	44%		36%		41% - 42%
GAAP EPS	$	0.85	$	0.88	$0.84 - $0.88
Non-GAAP EPS	$	1.17	$	0.96	$1.23 - $1.27

Fiscal Year 2023 Financial Outlook

	FY 2022		FY 2023E
Recurring Revenue	~85%		~85%
Total Revenue ($ Millions)	$	3,562	$4,000 - $4,060
Y/Y Growth	19%		12% - 14%
Revenue from Beginning Backlog	~70%		~75%
GAAP Operating Margin	30.1%		30.5% - 32.0%
Non-GAAP Operating Margin	40.3%		40.5% - 42.0%
GAAP Other Income & Expense ($ Millions)	$	(28)	$(21) - $(29)
Non-GAAP Other Income & Expense ($ Millions)	$	(14)	$(21) - $(29)
GAAP Tax Rate	19%		~26%
Non-GAAP Tax Rate	17.5%		17.5%
Weighted Average Diluted Shares Outstanding (Millions)	275.0		272 - 274
GAAP EPS	$	3.09	$3.24 - $3.34
Y/Y Growth	24%		5% - 8%
Non-GAAP EPS	$	4.27	$4.90 - $5.00
Y/Y Growth	30%		15% - 17%
Cash Flow from Operations ($ Millions)	$	1,242	$1,300 - $1,400
DSO	49		~45
Capital Expenditures ($ Millions)	$	123	~$120
February 13, 2023	Cadence Q4 and Fiscal Year 2022 Financial Results	3
---	---	---		Cadence Design Systems, Inc.
---

Fourth Quarter and Fiscal Year Financial Results

Backlog

(In Billions)	2018		2019		2020		2021		2022
Backlog	$	3.0	$	3.6	$	3.9	$	4.4	$	5.8

Revenue

(In Millions)	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
Product and Maintenance	$	720	$	846	$	803	$	846	$	846
Services	53		56		55		57		54
Total Revenue	$	773	$	902	$	858	$	903	$	900
(In Millions)	2018		2019		2020*		2021		2022
---	---	---	---	---	---	---	---	---	---	---
Product and Maintenance	$	1,998	$	2,204	$	2,537	$	2,813	$	3,340
Services	140		132		146		175		222
Total Revenue	$	2,138	$	2,336	$	2,683	$	2,988	$	3,562

* Fiscal 2020 was a 53-week year.

Recurring and Up-Front Revenue

	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
Revenue recognized over time	88	%	81	%	84	%	81	%	84	%
Revenue from arrangements with non-cancelable commitments	3	%	2	%	2	%	3	%	3	%
Recurring Revenue	91	%	83	%	86	%	84	%	87	%
Up-Front Revenue	9	%	17	%	14	%	16	%	13	%
Total	100	%	100	%	100	%	100	%	100	%
	2020		2021		2022
---	---	---	---	---	---	---
Revenue recognized over time	85	%	85	%	83	%
Revenue from arrangements with non-cancelable commitments	3	%	3	%	2	%
Recurring Revenue	88	%	88	%	85	%
Up-Front Revenue	12	%	12	%	15	%
Total	100	%	100	%	100	%

Trailing Twelve Months Recurring and Up-Front Revenue

	Trailing Twelve Months Ended
	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
Recurring Revenue	88	%	87	%	87	%	86	%	85	%
Up-Front Revenue	12	%	13	%	13	%	14	%	15	%
Total	100	%	100	%	100	%	100	%	100	%
February 13, 2023	Cadence Q4 and Fiscal Year 2022 Financial Results	4
---	---	---		Cadence Design Systems, Inc.
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Revenue Mix by Geography

(% of Total Revenue)	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
Americas	43	%	47	%	45	%	45	%	46	%
China	12	%	16	%	13	%	17	%	13	%
Other Asia	21	%	18	%	18	%	17	%	18	%
Europe, Middle East and Africa	18	%	14	%	18	%	16	%	17	%
Japan	6	%	5	%	6	%	5	%	6	%
Total	100	%	100	%	100	%	100	%	100	%
(% of Total Revenue)	2018		2019		2020		2021		2022
---	---	---	---	---	---	---	---	---	---	---
Americas	45	%	44	%	42	%	45	%	46	%
China	10	%	10	%	15	%	13	%	15	%
Other Asia	18	%	20	%	18	%	19	%	18	%
Europe, Middle East and Africa	19	%	18	%	18	%	17	%	16	%
Japan	8	%	8	%	7	%	6	%	5	%
Total	100	%	100	%	100	%	100	%	100	%

Revenue Mix by Product Category

(% of Total Revenue)	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
Custom IC Design and Simulation	24	%	22	%	23	%	22	%	22	%
Digital IC Design and Signoff	29	%	27	%	27	%	29	%	28	%
Functional Verification	21	%	28	%	24	%	25	%	25	%
IP	14	%	13	%	14	%	12	%	12	%
System Design and Analysis	12	%	10	%	12	%	12	%	13	%
Total	100	%	100	%	100	%	100	%	100	%
(% of Total Revenue)	2018		2019		2020		2021		2022
---	---	---	---	---	---	---	---	---	---	---
Custom IC Design and Simulation	26	%	25	%	25	%	23	%	22	%
Digital IC Design and Signoff	29	%	30	%	29	%	29	%	28	%
Functional Verification	24	%	23	%	22	%	24	%	26	%
IP	12	%	13	%	14	%	13	%	12	%
System Design and Analysis	9	%	9	%	10	%	11	%	12	%
Total	100	%	100	%	100	%	100	%	100	%
February 13, 2023	Cadence Q4 and Fiscal Year 2022 Financial Results	5
---	---	---		Cadence Design Systems, Inc.
---

3 Year Revenue CAGR by Product Category

(% of Total Revenue)	2018		2019		2020		2021		2022
Custom IC Design and Simulation	7	%	9	%	9	%	8	%	10	%
Digital IC Design and Signoff	9	%	10	%	11	%	11	%	13	%
Functional Verification	10	%	5	%	11	%	11	%	20	%
IP	8	%	16	%	18	%	16	%	15	%
System Design and Analysis	3	%	7	%	13	%	19	%	24	%
Total 3 Year CAGR	8	%	9	%	11	%	12	%	15	%

3 Year Revenue CAGR by Product Category Without 53rd Week Impact*

(% of Total Revenue)	2018		2019		2020		2021		2022
Custom IC Design and Simulation	7	%	9	%	8	%	8	%	10	%
Digital IC Design and Signoff	9	%	10	%	10	%	11	%	13	%
Functional Verification	10	%	5	%	10	%	11	%	20	%
IP	8	%	16	%	18	%	16	%	15	%
System Design and Analysis	3	%	7	%	12	%	19	%	24	%
Total 3 Year CAGR	8	%	9	%	11	%	12	%	15	%

* Fiscal 2020 was a 53-week year and included approximately $45 million revenue impact for the extra week.

Gross Margin

	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
GAAP Gross Margin	91.0	%	89.1	%	89.2	%	90.3	%	89.6	%
Non-GAAP Gross Margin	92.7	%	90.7	%	90.6	%	91.5	%	91.1	%
	2018		2019		2020		2021		2022
---	---	---	---	---	---	---	---	---	---	---
GAAP Gross Margin	87.9	%	88.6	%	88.6	%	89.7	%	89.6	%
Non-GAAP Gross Margin	90.0	%	90.6	%	90.6	%	91.7	%	91.0	%

Total Costs and Expenses

(In Millions)	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
Total GAAP Costs and Expenses	$	577	$	583	$	575	$	642	$	689
Total Non-GAAP Costs and Expenses	$	498	$	505	$	494	$	547	$	579
(In Millions)	2018		2019		2020*		2021		2022
---	---	---	---	---	---	---	---	---	---	---
Total GAAP Costs and Expenses	$	1,742	$	1,845	$	2,037	$	2,209	$	2,488
Total Non-GAAP Costs and Expenses	$	1,491	$	1,587	$	1,739	$	1,877	$	2,125

* Fiscal 2020 was a 53-week year.

| February 13, 2023 | Cadence Q4 and Fiscal Year 2022 Financial Results | 6 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

Operating Margin

	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
GAAP Operating Margin	25.3	%	35.4	%	33.0	%	28.9	%	23.5	%
Non-GAAP Operating Margin	35.5	%	44.0	%	42.4	%	39.4	%	35.6	%
	2018		2019		2020		2021		2022
---	---	---	---	---	---	---	---	---	---	---
GAAP Operating Margin	18.5	%	21.1	%	24.1	%	26.1	%	30.1	%
Non-GAAP Operating Margin	30.2	%	32.1	%	35.2	%	37.2	%	40.3	%

Earnings Per Share

	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
GAAP Net Income Per Share	$	0.63	$	0.85	$	0.68	$	0.68	$	0.88
Non-GAAP Net Income Per Share	$	0.82	$	1.17	$	1.08	$	1.06	$	0.96
	2018		2019		2020		2021		2022
---	---	---	---	---	---	---	---	---	---	---
GAAP Net Income Per Share	$	1.23	$	3.53	$	2.11	$	2.50	$	3.09
Non-GAAP Net Income Per Share	$	1.87	$	2.20	$	2.80	$	3.29	$	4.27

Total DSO

	Q4 2021	Q1 2022	Q2 2022	Q3 2022	Q4 2022
DSO	40	37	42	40	49

Balance Sheet and Cash Review

Free Cash Flow

(In Millions)	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
Net Cash from Operating Activities	$	216	$	337	$	325	$	317	$	264
Capital Expenditures	15		18		24		44		37
Free Cash Flow	$	201	$	319	$	301	$	273	$	227
(In Millions)	2018		2019		2020		2021		2022
---	---	---	---	---	---	---	---	---	---	---
Net Cash from Operating Activities	$	605	$	730	$	905	$	1,101	$	1,242
Capital Expenditures	62		75		95		65		123
Free Cash Flow	$	543	$	655	$	810	$	1,036	$	1,119

Cash and Cash Equivalents

(In Millions)	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
Cash and Cash Equivalents	$	1,089	$	1,135	$	1,030	$	1,026	$	882

•Approximately 24 percent of our cash and cash equivalents were in the U.S. at quarter-end.

(In Millions)	2018		2019		2020		2021		2022
Cash and Cash Equivalents	$	533	$	705	$	928	$	1,089	$	882
February 13, 2023	Cadence Q4 and Fiscal Year 2022 Financial Results	7
---	---	---		Cadence Design Systems, Inc.
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Share Repurchase

(In Millions)	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
Share Repurchase	$	110	$	250	$	320	$	180	$	300
Number of Shares	0.635		1.566		2.138		0.959		1.939

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

(In Millions)	2018		2019		2020		2021		2022
Share Repurchase	$	250	$	306	$	380	$	612	$	1,050
Number of Shares	5.934		4.841		4.247		4.401		6.602

Employees

	Q4 2021	Q1 2022	Q2 2022	Q3 2022	Q4 2022
Headcount	9,298	9,411	9,570	9,994	10,228
	2018	2019	2020	2021	2022
---	---	---	---	---	---
Headcount	7,499	8,078	8,746	9,298	10,228	February 13, 2023	Cadence Q4 and Fiscal Year 2022 Financial Results	8
---	---	---		Cadence Design Systems, Inc.
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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; (ix) the effects of any litigation, regulatory or other proceedings to which Cadence is or may become a party or to which Cadence or its products, services or properties are subject; and (x) the duration, severity, volatility and effects of the COVID-19 pandemic and containment measures on Cadence, its employees, and its suppliers and customers, which may also have the effect of heightening the other risks described in this paragraph. 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.

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.

February 13, 2023	Cadence Q4 and Fiscal Year 2022 Financial Results	9
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)	Q4 2021		Q1 2022		Q2 2022		Q3 2022		Q4 2022
GAAP total costs and expenses	$	577	$	583	$	575	$	642	$	689
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense	(54)		(59)		(64)		(74)		(73)
Amortization of acquired intangibles	(17)		(17)		(15)		(13)		(16)
Acquisition and integration-related costs	(6)		(4)		(8)		(11)		(18)
Restructuring	—		—		—		—		—
Non-qualified deferred compensation (expenses) credits	(2)		2		6		3		(3)
Non-GAAP total costs and expenses †	$	498	$	505	$	494	$	547	$	579