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 22, 2021

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 22, 2021, Cadence Design Systems, Inc. ("Cadence") issued a press release announcing its financial results for the quarter and fiscal year ended January 2, 2021.

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 January 2, 2021 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 22, 2021.
99.02	CFO Commentary on Results of Quarter and Fiscal Year Ended January 2, 2021.
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 22, 2021

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 2020 Financial Results

SAN JOSE, Calif. — February 22, 2021 — Cadence Design Systems, Inc. (Nasdaq: CDNS) today announced results for the fourth quarter and fiscal year 2020.

Cadence reported 2020 revenue of $2.683 billion, compared to revenue of $2.336 billion for 2019. On a GAAP basis, Cadence achieved operating margin of 24 percent and recognized net income of $591 million, or $2.11 per share on a diluted basis, in 2020, compared to operating margin of 21 percent and net income of $989 million, or $3.53 per share on a diluted basis for 2019. Revenue for the fourth quarter of 2020 totaled $760 million, compared to revenue of $600 million for the same period in 2019. Cadence achieved operating margin of 24 percent and recognized net income of $174 million, or $0.62 per share on a diluted basis, in the fourth quarter of 2020, compared to operating margin of 18 percent and net income of $660 million, or $2.36 per share on a diluted basis, for the same period in 2019. GAAP net income for the fourth quarter of 2019 and fiscal 2019 included a one-time non-cash tax benefit of $576 million related to intercompany transfers of certain intellectual property rights to Cadence's Irish subsidiary.

Using the non-GAAP measure defined below, operating margin for 2020 was 35 percent and net income was $782 million, or $2.80 per share on a diluted basis, compared to operating margin of 32 percent and net income of $618 million, or $2.20 per share on a diluted basis, for 2019. For the fourth quarter of 2020, operating margin was 37 percent and net income was $234 million, or $0.83 per share on a diluted basis, compared to operating margin of 31 percent and net income of $152 million, or $0.54 per share on a diluted basis, for the same period in 2019.

“I am very pleased that against the backdrop of an unprecedented year, Cadence delivered outstanding results for 2020, driven by our highly innovative solutions and strong execution,” said Lip-Bu Tan, chief executive officer. “Generational industry drivers continue to fuel robust design activity and I am especially excited by the momentum in our system design and analysis segment as we further our Intelligent System Design strategy with the pending acquisition of NUMECA.”

“Many unique factors contributed to Cadence’s solid 2020 results of 15% revenue growth, 35% non-GAAP operating margin and over $900 million of operating cash flow. I am pleased that we can follow-up on 2020 with a strong outlook for 2021,” said John Wall, senior vice president and chief financial officer.

CFO Commentary

Commentary on the fourth quarter and fiscal year 2020 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 2021, the company expects total revenue in the range of $710 million to $730 million. First quarter GAAP operating margin is expected to be approximately 25 percent and GAAP net income per diluted share is expected to be in the range of $0.55 to $0.59. Using the non-GAAP measure defined below, operating margin is expected to be approximately 35 percent and net income per diluted share is expected to be in the range of $0.72 to $0.76.

For 2021, the company expects total revenue in the range of $2.86 billion to $2.92 billion. On a GAAP basis, operating margin is expected to be in the range of 24.5 percent to 26 percent and GAAP net income per diluted share for 2021 is expected to be in the range of $2.09 to $2.19. Using the non-GAAP measure defined below, operating margin for 2021 is expected to be in the range of 34.5 percent to 36 percent and net income per diluted share for 2021 is expected to be in the range of $2.95 to $3.05.

Our fiscal years are 52- or 53-week periods ending on the Saturday closest to December 31. Fiscal 2020 was a 53-week fiscal year, with an additional week in our fourth quarter of 2020. Fiscal 2019 was a 52-week fiscal year and fiscal 2021 will be a 52-week fiscal year.

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

Audio Webcast Scheduled

Lip-Bu Tan, chief executive officer, and John Wall, senior vice president and chief financial officer, will host the fourth quarter and fiscal year 2020 financial results audio webcast today, February 22, 2021, 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 22, 2021 at 5 p.m. (Pacific) and ending March 19, 2021 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 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 electronic products from chips to boards to systems for the most dynamic market applications including consumer, hyperscale computing, mobile, 5G communications, automotive, aerospace and defense, industrial and healthcare. For six years in a row, Fortune Magazine has named Cadence one of the 100 Best Companies to Work For. Learn more at cadence.com.

© 2021 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 document includes forward-looking statements which are based on current expectations and preliminary assumptions that are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, 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 the ability to develop, install or deliver Cadence’s products or services; (iv) change in customer demands 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 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 and Cadence’s ability to access capital and debt markets; (vii) the acquisition of other companies 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 or other matters; (ix) the effects of any litigation or other proceedings to which Cadence is or may become a party; and (x) the duration, severity 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 repurchase of its common stock under the authorizations will be 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, which include Cadence’s most recent reports on Form 10-K and Form 10-Q, including Cadence’s 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 financial measures contained within this press release 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.

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, executive severance 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
	January 2, 2021	December 28, 2019
	(unaudited)
GAAP operating margin as a percent of total revenue	24%	18%
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 and other charges	1%	2%
Non-qualified deferred compensation expenses	1%	0%
Special charges	0%	0%
Non-GAAP operating margin as a percent of total revenue	37%	31%
Operating Margin Reconciliation	Years Ended
---	---	---
	January 2, 2021	December 28, 2019
	(unaudited)
GAAP operating margin as a percent of total revenue	24%	21%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense	7%	8%
Amortization of acquired intangibles	3%	2%
Acquisition and integration-related costs	1%	0%
Restructuring and other charges	0%	1%
Non-qualified deferred compensation expenses	0%	0%
Special charges	0%	0%
Non-GAAP operating margin as a percent of total revenue	35%	32%
Net Income Reconciliation	Three Months Ended
---	---	---	---	---
	January 2, 2021		December 28, 2019
(in thousands)	(unaudited)
Net income on a GAAP basis	$	173,738	$	659,675
Stock-based compensation expense	58,545		46,758
Amortization of acquired intangibles	17,168		12,660
Acquisition and integration-related costs	6,556		3,466
Restructuring and other charges	10,544		9,809
Non-qualified deferred compensation expenses	4,280		1,948
Special charges	—		875
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(4,860)		(513)
Income tax benefit related to intercompany transfers of certain intellectual property rights	—		(575,618)
Income tax effect of non-GAAP adjustments	(32,097)		(7,500)
Net income on a non-GAAP basis	$	233,874	$	151,560
*	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
---	---	---	---	---
	January 2, 2021		December 28, 2019
(in thousands)	(unaudited)
Net income on a GAAP basis	$	590,644	$	988,979
Stock-based compensation expense	197,268		181,547
Amortization of acquired intangibles	64,193		53,079
Acquisition and integration-related costs	22,580		8,107
Restructuring and other charges	9,215		8,621
Non-qualified deferred compensation expenses	4,881		5,402
Special charges	394		875
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(522)		(1,314)
Income tax benefit related to intercompany transfers of certain intellectual property rights	—		(575,618)
Income tax effect of non-GAAP adjustments	(106,817)		(52,037)
Net income on a non-GAAP basis	$	781,836	$	617,641
*	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
---	---	---	---	---
	January 2, 2021		December 28, 2019
(in thousands, except per share data)	(unaudited)
Diluted net income per share on a GAAP basis	$	0.62	$	2.36
Stock-based compensation expense	0.21		0.17
Amortization of acquired intangibles	0.06		0.05
Acquisition and integration-related costs	0.02		0.01
Restructuring and other charges	0.04		0.03
Non-qualified deferred compensation expenses	0.01		0.01
Special charges	—		—
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(0.02)		—
Income tax benefit related to intercompany transfers of certain intellectual property rights	—		(2.06)
Income tax effect of non-GAAP adjustments	(0.11)		(0.03)
Diluted net income per share on a non-GAAP basis	$	0.83	$	0.54
Shares used in calculation of diluted net income per share	280,173		279,557
*	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
---	---	---	---	---
	January 2, 2021		December 28, 2019
(in thousands, except per share data)	(unaudited)
Diluted net income per share on a GAAP basis	$	2.11	$	3.53
Stock-based compensation expense	0.71		0.65
Amortization of acquired intangibles	0.23		0.19
Acquisition and integration-related costs	0.08		0.03
Restructuring and other charges	0.03		0.03
Non-qualified deferred compensation expenses	0.02		0.02
Special charges	—		—
Other income or expense related to investments and non-qualified deferred compensation plan assets*	—		(0.01)
Income tax benefit related to intercompany transfers of certain intellectual property rights	—		(2.05)
Income tax effect of non-GAAP adjustments	(0.38)		(0.19)
Diluted net income per share on a non-GAAP basis	$	2.80	$	2.20
Shares used in calculation of diluted net income per share	279,641		280,515
*	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 19, 2021, 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 2021 earnings release is published, which is currently scheduled for April 26, 2021.

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

January 2, 2021 and December 28, 2019

(In thousands)

(Unaudited)

	January 2, 2021		December 28, 2019
Current assets:
Cash and cash equivalents	$	928,432	$	705,210
Receivables, net	338,487		304,546
Inventories	75,956		55,802
Prepaid expenses and other	135,712		103,785
Total current assets	1,478,587		1,169,343
Property, plant and equipment, net	311,125		275,855
Goodwill	782,087		661,856
Acquired intangibles, net	210,590		172,375
Deferred taxes	732,290		732,367
Other assets	436,106		345,429
Total assets	$	3,950,785	$	3,357,225
Current liabilities:
Accounts payable and accrued liabilities	$	349,951	$	316,908
Current portion of deferred revenue	446,857		355,483
Total current liabilities	796,808		672,391
Long-term liabilities:
Long-term portion of deferred revenue	107,064		73,400
Long-term debt	346,793		346,019
Other long-term liabilities	207,102		162,521
Total long-term liabilities	660,959		581,940
Stockholders’ equity	2,493,018		2,102,894
Total liabilities and stockholders’ equity	$	3,950,785	$	3,357,225

Cadence Design Systems, Inc.

Condensed Consolidated Income Statements

For the Three Months and Years Ended January 2, 2021 and December 28, 2019

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended				Years Ended
	January 2, 2021		December 28, 2019		January 2, 2021		December 28, 2019
Revenue:
Product and maintenance	$	723,233	$	564,964	$	2,536,617	$	2,204,615
Services	36,676		34,591		146,274		131,704
Total revenue	759,909		599,555		2,682,891		2,336,319
Costs and expenses:
Cost of product and maintenance	55,111		53,521		231,026		189,146
Cost of services	18,425		19,807		74,472		77,211
Marketing and sales	146,502		127,267		516,460		481,673
Research and development	290,309		235,372		1,033,732		935,938
General and administrative	49,264		42,093		154,425		139,806
Amortization of acquired intangibles	4,775		2,787		18,009		12,128
Restructuring and other charges	10,544		9,809		9,215		8,621
Total costs and expenses	574,930		490,656		2,037,339		1,844,523
Income from operations	184,979		108,899		645,552		491,796
Interest expense	(4,873)		(4,222)		(20,749)		(18,829)
Other income, net	6,083		748		7,945		6,001
Income before provision (benefit) for income taxes	186,189		105,425		632,748		478,968
Provision (benefit) for income taxes	12,451		(554,250)		42,104		(510,011)
Net income	$	173,738	$	659,675	$	590,644	$	988,979
Net income per share - basic	$	0.63	$	2.41	$	2.16	$	3.62
Net income per share - diluted	$	0.62	$	2.36	$	2.11	$	3.53
Weighted average common shares outstanding - basic	273,985		273,234		273,728		273,239
Weighted average common shares outstanding - diluted	280,173		279,557		279,641		280,515

Cadence Design Systems, Inc.

Condensed Consolidated Statements of Cash Flows

For the Years Ended January 2, 2021 and December 28, 2019

(In thousands)

(Unaudited)

	Years Ended
	January 2, 2021		December 28, 2019
Cash and cash equivalents at beginning of year	$	705,210	$	533,298
Cash flows from operating activities:
Net income	590,644		988,979
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	145,653		122,789
Amortization of debt discount and fees	1,053		1,001
Stock-based compensation	197,268		181,547
Loss on investments, net	4,954		4,090
Deferred income taxes	(26,117)		(576,738)
Provisions for losses on receivables	1,628		632
ROU asset amortization and change in operating lease liabilities	4,483		562
Other non-cash items	773		428
Changes in operating assets and liabilities, net of effect of acquired businesses:
Receivables	(25,934)		(4,718)
Inventories	(25,685)		(33,024)
Prepaid expenses and other	(31,167)		(11,031)
Other assets	(71,606)		(8,011)
Accounts payable and accrued liabilities	18,394		33,915
Deferred revenue	110,173		27,498
Other long-term liabilities	10,408		1,681
Net cash provided by operating activities	904,922		729,600
Cash flows from investing activities:
Purchases of non-marketable investments	—		(33,717)
Proceeds from the sale of non-marketable investments	217		2,952
Purchases of property, plant and equipment	(94,813)		(74,605)
Cash paid in business combinations, net of cash acquired	(197,562)		(338)
Net cash used for investing activities	(292,158)		(105,708)
Cash flows from financing activities:
Proceeds from revolving credit facility	350,000		150,000
Payment on revolving credit facility	(350,000)		(250,000)
Proceeds from issuance of common stock	74,803		52,842
Stock received for payment of employee taxes on vesting of restricted stock	(110,028)		(90,580)
Payments for repurchases of common stock	(380,064)		(306,148)
Net cash used for financing activities	(415,289)		(443,886)
Effect of exchange rate changes on cash and cash equivalents	25,747		(8,094)
Increase in cash and cash equivalents	223,222		171,912
Cash and cash equivalents at end of year	$	928,432	$	705,210

Cadence Design Systems, Inc.

(Unaudited)

Revenue Mix by Geography (% of Total Revenue)

	2019										2020
GEOGRAPHY	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Americas	44	%	42	%	44	%	46	%	44	%	43	%	44	%	42	%	41	%	42	%
China	10	%	12	%	10	%	9	%	10	%	13	%	12	%	17	%	17	%	15	%
Other Asia	19	%	19	%	21	%	20	%	20	%	18	%	19	%	19	%	18	%	18	%
Europe, Middle East and Africa	18	%	20	%	18	%	18	%	18	%	19	%	18	%	16	%	17	%	18	%
Japan	9	%	7	%	7	%	7	%	8	%	7	%	7	%	6	%	7	%	7	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

Revenue Mix by Product Category (% of Total Revenue)

	2019										2020
PRODUCT CATEGORY	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3		Q4		Year
Custom IC Design and Simulation	25	%	26	%	26	%	25	%	25	%	25	%	24	%	24	%	26	%	25	%
Digital IC Design and Signoff	30	%	31	%	30	%	29	%	30	%	29	%	28	%	27	%	31	%	29	%
Functional Verification, including Emulation and Prototyping Hardware	24	%	22	%	20	%	24	%	23	%	23	%	24	%	23	%	19	%	22	%
IP	12	%	11	%	15	%	13	%	13	%	14	%	14	%	15	%	13	%	14	%
System Design and Analysis	9	%	10	%	9	%	9	%	9	%	9	%	10	%	11	%	11	%	10	%
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 22, 2021

(Unaudited)

	Three Months Ending<br>April 3, 2021	Year Ending<br>January 1, 2022
	Forecast	Forecast
GAAP operating margin as a percent of total revenue	~25%	24.5% - 26%
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	0%	0%
Non-GAAP operating margin as a percent of total revenue†	~35%	34.5% - 36%
†	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 22, 2021

(Unaudited)

	Three Months Ending<br>April 3, 2021	Year Ending<br>January 1, 2022
	Forecast	Forecast
Diluted net income per share on a GAAP basis	$0.55 to $0.59	$2.09 to $2.19
Stock-based compensation expense	0.20	0.80
Amortization of acquired intangibles	0.06	0.26
Acquisition and integration-related costs	0.01	0.03
Income tax effect of non-GAAP adjustments	(0.10)	(0.23)
Diluted net income per share on a non-GAAP basis†	$0.72 to $0.76	$2.95 to $3.05

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Net Income

As of February 22, 2021

(Unaudited)

	Three Months Ending<br>April 3, 2021	Year Ending<br>January 1, 2022
($ in millions)	Forecast	Forecast
Net income on a GAAP basis	$154 to $166	$586 to $614
Stock-based compensation expense	55	225
Amortization of acquired intangibles	17	72
Acquisition and integration-related costs	3	8
Income tax effect of non-GAAP adjustments	(27)	(64)
Net income on a non-GAAP basis†	$202 to $214	$827 to $855
†	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 2020
CADENCE DESIGN SYSTEMS, INC.
CFO COMMENTARY
Key Takeaways• Achieved a Rule of 40 metric of '50%' in 2020 (revenue growth of 15% plus non-GAAP operating margin of 35%).• Operating cash flow for 2020 exceeded 900 million.• FY 2021 outlook projects revenue growth of approximately 10% (adjusting for 53rd week in 2020).

FY 2021 Outlook• Revenue: 2.86 - 2.92 billion.• GAAP operating margin: 24.5% - 26%.• Non-GAAP operating margin: 34.5% - 36%.• GAAP EPS: 2.09 - 2.19• Non-GAAP EPS 2.95 - 3.05• Operating cash flow: 900 - 950 million.• Expect to use approximately 50% of free cash flow to repurchase Cadence shares for the year.

All values are in US Dollars.

February 22, 2021	Cadence Q4 and Fiscal Year 2020 Financial Results	1
Cadence Design Systems, Inc.
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Financial Metrics

(In Millions, except per share data)	2016		2017*		2018		2019		2020*		2021E
Revenue	$	1,816	$	1,943	$	2,138	$	2,336	$	2,683	$2,860 - $2,920
Revenue growth	7%		7%		10%		9%		15%		7% - 9%
3-year CAGR	8%		7%		8%		9%		11%		~11%
3-year CAGR without 53rd week impact			8%						11%
GAAP operating expenses	$	1,571	$	1,619	$	1,742	$	1,845	$	2,037	~$2,176
Non-GAAP operating expenses	$	1,348	$	1,409	$	1,491	$	1,587	$	1,739	~$1,871
Non-GAAP operating expense growth			5%		6%		6%		10%		~8%
GAAP operating margin	13%		17%		19%		21%		24%
Implied GAAP operating margin**											~25.25%
Non-GAAP operating margin	26%		28%		30%		32%		35%
Implied Non-GAAP operating margin**											~35.25%
GAAP earnings per share	$	0.70	$	0.73	$	1.23	$	3.53	$	2.11	$2.09 - $2.19
Non-GAAP earning per share	$	1.21	$	1.40	$	1.87	$	2.20	$	2.80	$2.95 - $3.05
Weighted average shares diluted outstanding	291.3		280.2		281.1		280.5		279.6		279 - 282
Cash flow from operations	445		471		605		730		905		$900 - $950
Capital expenditures	54		58		62		75		95		~$100

* Fiscal 2014 and 2020 were 53-week years, compared to all other years which are 52 week years. 2020 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.

Non-GAAP Operating Margin Adjusted for Stock-Based Compensation

	2016		2017		2018		2019		2020		2021E
Non-GAAP operating margin	26	%	28	%	30	%	32	%	35	%	34.5% - 36%
Stock-based compensation	(6)	%	(7)	%	(8)	%	(8)	%	(7)	%	~(8)%
Net	20	%	21	%	22	%	24	%	28	%	26.5% - 28%
February 22, 2021	Cadence Q4 and Fiscal Year 2020 Financial Results	2
---	---	---		Cadence Design Systems, Inc.
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First Quarter 2021 Financial Outlook

	Q1 2020A		Q4 2020*		Q1 2021E
Total Revenue ($ Millions)	$	618	$	759.9	$710 - $730
Q/Q Growth			14%		(7)% - (4)%
Y/Y Growth			27%		15% - 18%
GAAP Operating Margin	23%		24%		~25%
Non-GAAP Operating Margin	32%		37%		~35%
GAAP EPS	$	0.44	$	0.62	$0.55 - $0.59
Non-GAAP EPS	$	0.60	$	0.83	$0.72 - $0.76
Q/Q Growth			19%		(13)% - (8)%
Y/Y Growth			54%		20% - 27%

* Q4 2020 was a 14-week quarter.

Fiscal Year 2021 Financial Outlook

	FY 2020*		FY 2021E
Recurring Revenue	85% - 90%		85% - 90%
Total Revenue ($ Millions)	$	2,683	$2,860 - $2,920
Y/Y Growth	15%		7% - 9%
Revenue from Beginning Backlog**	~70%		~75%
GAAP Operating Margin	24.1%		24.5% - 26%
Non-GAAP Operating Margin	35.2%		34.5% - 36%
GAAP Other Income & Expense ($ Millions)	$	(13)	$(13) - $(21)
Non-GAAP Other Income & Expense ($ Millions)	$	(13)	$(13) - $(21)
GAAP Tax Rate	7%		~14%
Non-GAAP Tax Rate	16%		16%
Weighted Average Diluted Shares Outstanding (Millions)	279.6		279 - 282
GAAP EPS	$	2.11	$2.09 - $2.19
Non-GAAP EPS	$	2.80	$2.95 - $3.05
Y/Y Growth	27%		5% - 9%
Cash Flow from Operations ($ Millions)	$	905	$900 - $950
DSO	44		~45
Capital Expenditures ($ Millions)	$	95	~$100

* Fiscal 2020 was a 53-week year.

**Backlog = Remaining Performance Obligations + IP Access Agreements

| February 22, 2021 | Cadence Q4 and Fiscal Year 2020 Financial Results | 3 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

Fourth Quarter and Fiscal Year Financial Results

Backlog

(In Billions)	2018		2019		2020
Backlog*	$	3.0	$	3.6	$	3.9

*Backlog = Remaining Performance Obligations + IP Access Agreements

Revenue

(In Millions)	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020*
Product and Maintenance	$	565	$	582	$	601	$	631	$	723
Services	35		36		37		36		37
Total Revenue	$	600	$	618	$	638	$	667	$	760

* Q4 2020 was a 14-week quarter.

(In Millions)	2018		2019		2020*
Product and Maintenance	$	1,998	$	2,204	$	2,537
Services	140		132		146
Total Revenue	$	2,138	$	2,336	$	2,683

* Fiscal 2020 was a 53-week year.

Revenue Mix by Geography

(% of Total Revenue)	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020
Americas	46	%	43	%	44	%	42	%	41	%
China	9	%	13	%	12	%	17	%	17	%
Other Asia	20	%	18	%	19	%	19	%	18	%
Europe, Middle East and Africa	18	%	19	%	18	%	16	%	17	%
Japan	7	%	7	%	7	%	6	%	7	%
Total	100	%	100	%	100	%	100	%	100	%
(% of Total Revenue)	2018		2019		2020
---	---	---	---	---	---	---
Americas	45	%	44	%	42	%
China	10	%	10	%	15	%
Other Asia	18	%	20	%	18	%
Europe, Middle East and Africa	19	%	18	%	18	%
Japan	8	%	8	%	7	%
Total	100	%	100	%	100	%
February 22, 2021	Cadence Q4 and Fiscal Year 2020 Financial Results	4
---	---	---		Cadence Design Systems, Inc.
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Revenue Mix by Product Category

(% of Total Revenue)	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020
Custom IC Design and Simulation	25	%	25	%	24	%	24	%	26	%
Digital IC Design and Signoff	29	%	29	%	28	%	27	%	31	%
Functional Verification	24	%	23	%	24	%	23	%	19	%
IP	13	%	14	%	14	%	15	%	13	%
System Design and Analysis	9	%	9	%	10	%	11	%	11	%
Total	100	%	100	%	100	%	100	%	100	%
(% of Total Revenue)	2018		2019		2020
---	---	---	---	---	---	---
Custom IC Design and Simulation	26	%	25	%	25	%
Digital IC Design and Signoff	29	%	30	%	29	%
Functional Verification	24	%	23	%	22	%
IP	12	%	13	%	14	%
System Design and Analysis	9	%	9	%	10	%
Total	100	%	100	%	100	%

3 Year Revenue CAGR by Product Group

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

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

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

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

| February 22, 2021 | Cadence Q4 and Fiscal Year 2020 Financial Results | 5 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

Gross Margin

	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020
GAAP Gross Margin	87.8	%	88.0	%	88.2	%	87.7	%	90.3	%
Non-GAAP Gross Margin	89.7	%	89.9	%	90.3	%	89.6	%	92.2	%
	2018		2019		2020
---	---	---	---	---	---	---
GAAP Gross Margin	87.9	%	88.6	%	88.6	%
Non-GAAP Gross Margin	90.0	%	90.6	%	90.6	%

Total Costs and Expenses

(In Millions)	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020*
Total GAAP Costs and Expenses	$	491	$	479	$	486	$	497	$	575
Total Non-GAAP Costs and Expenses	$	415	$	419	$	415	$	428	$	478

* Q4 2020 was a 14-week quarter.

(In Millions)	2018		2019		2020*
Total GAAP Costs and Expenses	$	1,742	$	1,845	$	2,037
Total Non-GAAP Costs and Expenses	$	1,491	$	1,587	$	1,739

* Fiscal 2020 was a 53-week year.

| February 22, 2021 | Cadence Q4 and Fiscal Year 2020 Financial Results | 6 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

Operating Margin

	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020
GAAP Operating Margin	18.2	%	22.6	%	23.8	%	25.4	%	24.3	%
Non-GAAP Operating Margin	30.8	%	32.2	%	35.1	%	35.9	%	37.1	%
	2018		2019		2020
---	---	---	---	---	---	---
GAAP Operating Margin	18.5	%	21.1	%	24.1	%
Non-GAAP Operating Margin	30.2	%	32.1	%	35.2	%

Earnings Per Share

	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020
GAAP Net Income Per Share	$	2.36	$	0.44	$	0.47	$	0.58	$	0.62
Non-GAAP Net Income Per Share	$	0.54	$	0.60	$	0.66	$	0.70	$	0.83
	2018		2019		2020
---	---	---	---	---	---	---
GAAP Net Income Per Share	$	1.23	$	3.53	$	2.11
Non-GAAP Net Income Per Share	$	1.87	$	2.20	$	2.80

Total DSO

	Q4 2019	Q1 2020	Q2 2020	Q3 2020	Q4 2020
DSO	47	42	45	41	44

Balance Sheet and Cash Review

Free Cash Flow

(In Millions)	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020
Net Cash from Operating Activities	$	159	$	218	$	345	$	206	$	136
Capital Expenditures	27		22		22		20		31
Free Cash Flow	$	132	$	196	$	323	$	186	$	105
(In Millions)	2016		2017		2018		2019		2020
---	---	---	---	---	---	---	---	---	---	---
Net Cash from Operating Activities	$	445	$	471	$	605	$	730	$	905
Capital Expenditures	54		58		62		75		95
Free Cash Flow	$	391	$	413	$	543	$	655	$	810
February 22, 2021	Cadence Q4 and Fiscal Year 2020 Financial Results	7
---	---	---		Cadence Design Systems, Inc.
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Cash and Cash Equivalents

(In Millions)	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020
Cash and Cash Equivalents	$	705	$	946	$	1,189	$	1,307	$	928

•Approximately 39 percent of our cash and cash equivalents were in the U.S. at quarter-end.

(In Millions)	2016		2017		2018		2019		2020
Cash and Cash Equivalents	$	465	$	688	$	533	$	705	$	928

Stock Repurchase

(In Millions, Except Share Price)	Q4 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020
Share Repurchase	$	75	$	100	$	75	$	75	$	130
Number of Shares	1.122		1.488		0.920		0.717		1.123
Average Share Price	$	66.86	$	67.22	$	81.54	$	104.62	$	115.78
(In Millions, Except Share Price)	2016		2017		2018		2019		2020
---	---	---	---	---	---	---	---	---	---	---
Share Repurchase	$	960	$	100	$	250	$	306	$	380
Number of Shares	40.493		2.495		5.934		4.841		4.247
Average Share Price	$	23.71	$	40.09	$	42.14	$	63.24	$	89.49

Employees

	Q4 2019	Q1 2020	Q2 2020	Q3 2020	Q4 2020
Headcount	8,078	8,205	8,375	8,674	8,746
	2016	2017	2018	2019	2020
---	---	---	---	---	---
Headcount	7,094	7,214	7,499	8,078	8,746
February 22, 2021	Cadence Q4 and Fiscal Year 2020 Financial Results	8
---	---	---		Cadence Design Systems, Inc.
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Forward Looking Statements

The statements in this CFO Commentary contain forward-looking statements which are based on current expectations and preliminary assumptions that are subject to factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, 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 the ability to develop, install or deliver Cadence’s products or services; (iv) change in customer demands 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 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 and Cadence’s ability to access capital and debt markets; (vii) the acquisition of other companies 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 or other matters; (ix) the effects of any litigation or other proceedings to which Cadence is or may become a party; and (x) the duration, severity 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 repurchase of its common stock under the authorizations will be 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 22, 2021	Cadence Q4 and Fiscal Year 2020 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 2019		Q1 2020		Q2 2020		Q3 2020		Q4 2020*
GAAP total costs and expenses	$	491	$	479	$	486	$	497	$	575
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense	(47)		(47)		(47)		(45)		(59)
Amortization of acquired intangibles	(13)		(15)		(16)		(16)		(17)
Acquisition and integration-related costs	(3)		(4)		(5)		(6)		(7)
Restructuring and other (charges) credits	(10)		1		1		—		(10)
Non-qualified deferred compensation (expenses) credits	(2)		5		(4)		(2)		(4)
Special charges	(1)		—		—		—		—
Non-GAAP total costs and expenses †	$	415	$	419	$	415	$	428	$	478

* Q4 2020 was a 14-week quarter.