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8-K

Cadence Design Systems Inc (CDNS)

8-K 2024-10-28 For: 2024-10-28
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Added on April 11, 2026

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 28, 2024

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 28, 2024, Cadence Design Systems, Inc. ("Cadence") issued a press release announcing its financial results for the quarter ended September 30, 2024.

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, 2024 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. onOctober 28, 2024.
99.02 CFO Commentary on Results of Quarter EndedSeptember30, 2024.
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 28, 2024

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 2024 Financial Results

Exceeded Q3 guidance for revenue and operating margin

On track to deliver strong second half

Raising midpoint of 2024 non-GAAP EPS outlook to $5.90

SAN JOSE, Calif. — October 28, 2024 — Cadence Design Systems, Inc. (Nasdaq: CDNS) today announced results for the third quarter of 2024.

Third Quarter 2024 Financial Results

•Revenue of $1.215 billion, compared to revenue of $1.023 billion in Q3 2023

•GAAP operating margin of 29%, compared to 29% in Q3 2023

•Non-GAAP operating margin of 45%, compared to 41% in Q3 2023

•GAAP diluted net income per share of $0.87, compared to $0.93 in Q3 2023

•Non-GAAP diluted net income per share of $1.64, compared to $1.26 in Q3 2023

•Quarter-end backlog was $5.6 billion and current remaining performance obligations ("cRPO"), contract revenue expected to be recognized as revenue in the next 12 months, was $2.9 billion

“Cadence delivered exceptional results for the third quarter of 2024, driven by broad-based strength across our portfolio, especially in IP, SD&A, and hardware systems,” said Anirudh Devgan, president and chief executive officer. “Customers are achieving outstanding results with Cadence.AI, and I’m excited by its accelerating proliferation as AI rapidly becomes an integral part of the design workflow.”

“I am pleased to report that Cadence delivered strong Q3 results, with total revenue growing 19% year-over-year. Our Q3 recurring revenue growth returned to low teens on a year-over-year basis, and China revenue continues to improve, representing 13% of our total revenue for Q3,” said John Wall, senior vice president and chief financial officer. “Our Q4 bookings pipeline looks exceptionally strong, and we are well positioned to deliver a strong 2024.”

CFO Commentary

Commentary on the third quarter of 2024 financial results by John Wall, senior vice president and chief financial officer, is available at www.cadence.com/cadence/investor_relations.

Business Outlook

For fiscal year 2024, the company expects:

•Revenue in the range of $4.61 billion to $4.65 billion

•GAAP operating margin in the range of 29% to 30%

•Non-GAAP operating margin in the range of 42% to 43%

•GAAP diluted net income per share in the range of $3.70 to $3.76

•Non-GAAP diluted net income per share in the range of $5.87 to $5.93

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 is 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 the current normalized non-GAAP tax rate through fiscal 2025 but will re-evaluate this rate periodically for significant items that may materially affect its projections.

Reconciliations of the financial results and 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, are included in this press release.

Business Highlights

•Cadence.AI portfolio powered by GenAI agents, AI-driven optimization and the big data analytics JedAI platform, offers unparalleled quality of results and productivity benefits, further proliferated with revenue nearly tripling over the last year

•System Design & Analysis business achieved 47 percent year-over-year revenue growth in Q3 with strong growth of Cadence's comprehensive multi-physics portfolio that couples the company's expertise in physics-based modeling with AI driven optimization

•Strong IP business momentum, with 59 percent year-over-year growth as Cadence executed to its profitable and scalable growth strategy. A long-term IP partner signed a major deal for Cadence's hardware, IP and services offering to help deliver its AI product roadmap and next generation subsystems

•Functional Verification delivered 22 percent year-over-year revenue growth, fueled by strong demand for Cadence's new ground-breaking hardware systems, especially at AI, hyperscale and automotive companies

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 2024 financial results audio webcast today, October 28, 2024, 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 28, 2024 at 5 p.m. (Pacific) and ending December 17, 2024 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 electronic 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 10 years in a row, Fortune magazine has named Cadence one of the 100 Best Companies to Work For. Learn more at www.cadence.com.

© 2024 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, financial condition, strategic objectives, business prospects, technology and product developments, industry trends, market growth 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 and realize the benefits of its investments in research and development, including opportunities presented by AI; (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, and rising tensions and conflicts around the world such as in the Middle East and with respect to Taiwan; (vi) capital expenditure requirements, legislative or regulatory requirements, changes in tax laws, interest rate and currency exchange rate fluctuations, inflation rates, Cadence’s increased debt levels and obligations and Cadence’s ability to access capital and debt markets in the future; (vii) Cadence’s acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them; (viii) potential harm caused by compromises in cybersecurity and cybersecurity attacks; (ix) 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; (x) 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, technologies or properties are subject; and (xi) Cadence’s ability to successfully meet corporate governance, environmental and social targets and strategies. 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, 2024 September 30, 2023
(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% 9%
Amortization of acquired intangibles 2% 1%
Acquisition and integration-related costs 3% 1%
Restructuring 2% 1%
Non-qualified deferred compensation expenses (credits) 0% 0%
Non-GAAP operating margin as a percent of total revenue 45% 41%
Net Income Reconciliation Three Months Ended
--- --- --- --- ---
September 30, 2024 September 30, 2023
(in thousands) (unaudited)
Net income on a GAAP basis $ 238,111 $ 254,321
Stock-based compensation expense 109,013 88,032
Amortization of acquired intangibles 26,763 15,603
Acquisition and integration-related costs 29,284 14,213
Restructuring 24,538 11,582
Non-qualified deferred compensation expenses (credits) 4,567 (1,749)
Other income or expense related to investments and non-qualified deferred compensation plan assets* 11,582 (11,755)
Income tax effect of non-GAAP adjustments 6,341 (27,147)
Net income on a non-GAAP basis $ 450,199 $ 343,100
* 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, 2024 September 30, 2023
(in thousands, except per share data) (unaudited)
Diluted net income per share on a GAAP basis $ 0.87 $ 0.93
Stock-based compensation expense 0.40 0.32
Amortization of acquired intangibles 0.10 0.06
Acquisition and integration-related costs 0.11 0.05
Restructuring 0.09 0.04
Non-qualified deferred compensation expenses (credits) 0.01
Other income or expense related to investments and non-qualified deferred compensation plan assets* 0.04 (0.04)
Income tax effect of non-GAAP adjustments 0.02 (0.10)
Diluted net income per share on a non-GAAP basis $ 1.64 $ 1.26
Shares used in calculation of diluted net income per share 273,958 272,427 * 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, 2024 and December 31, 2023

(In thousands)

(Unaudited)

September 30, 2024 December 31, 2023
Current assets:
Cash and cash equivalents $ 2,786,040 $ 1,008,152
Receivables, net 560,973 489,224
Inventories 293,350 181,661
Prepaid expenses and other 459,560 297,180
Total current assets 4,099,923 1,976,217
Property, plant and equipment, net 448,652 403,213
Goodwill 2,493,467 1,535,845
Acquired intangibles, net 662,343 336,843
Deferred taxes 889,939 880,001
Other assets 572,707 537,372
Total assets $ 9,167,031 $ 5,669,491
Current liabilities:
Current portion of long-term debt $ 349,958 $ 349,285
Accounts payable and accrued liabilities 627,200 576,558
Current portion of deferred revenue 697,836 665,024
Total current liabilities 1,674,994 1,590,867
Long-term liabilities:
Long-term portion of deferred revenue 102,439 98,931
Long-term debt 2,475,232 299,771
Other long-term liabilities 351,028 275,651
Total long-term liabilities 2,928,699 674,353
Stockholders’ equity 4,563,338 3,404,271
Total liabilities and stockholders’ equity $ 9,167,031 $ 5,669,491

Cadence Design Systems, Inc.

Condensed Consolidated Income Statements

For the Three and Nine Months Ended September 30, 2024 and September 30, 2023

(In thousands, except per share amounts)

(Unaudited)

Three Months Ended Nine Months Ended
September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023
Revenue:
Product and maintenance $ 1,100,380 $ 965,840 $ 2,974,222 $ 2,852,372
Services 115,119 57,254 311,061 168,991
Total revenue 1,215,499 1,023,094 3,285,283 3,021,363
Costs and expenses:
Cost of product and maintenance 109,593 85,813 279,351 260,269
Cost of services 53,451 23,768 148,160 70,642
Marketing and sales 189,763 176,215 557,077 509,951
Research and development 407,369 369,642 1,157,067 1,074,353
General and administrative 71,581 58,556 203,733 166,688
Amortization of acquired intangibles 9,148 4,612 21,222 13,181
Restructuring 24,538 11,582 24,785 11,582
Total costs and expenses 865,443 730,188 2,391,395 2,106,666
Income from operations 350,056 292,906 893,888 914,697
Interest expense (24,495) (9,059) (46,092) (27,196)
Other income, net 7,853 16,106 111,371 32,363
Income before provision for income taxes 333,414 299,953 959,167 919,864
Provision for income taxes 95,303 45,632 243,893 202,619
Net income $ 238,111 $ 254,321 $ 715,274 $ 717,245
Net income per share - basic $ 0.87 $ 0.94 $ 2.64 $ 2.66
Net income per share - diluted $ 0.87 $ 0.93 $ 2.61 $ 2.63
Weighted average common shares outstanding - basic 272,244 269,229 270,925 269,480
Weighted average common shares outstanding - diluted 273,958 272,427 273,679 272,859

Cadence Design Systems, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended September 30, 2024 and September 30, 2023

(In thousands)

(Unaudited)

Nine Months Ended
September 30, 2024 September 30, 2023
Cash and cash equivalents at beginning of period $ 1,008,152 $ 882,325
Cash flows from operating activities:
Net income 715,274 717,245
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 142,252 106,783
Amortization of debt discount and fees 2,381 942
Stock-based compensation 284,711 238,928
Gain on investments, net (64,458) (12,732)
Deferred income taxes (5,082) (23,506)
Provisions for losses on receivables 1,124 1,692
ROU asset amortization and change in operating lease liabilities (1,100) (2,684)
Other non-cash items 309 1,962
Changes in operating assets and liabilities, net of effect of acquired businesses:
Receivables (44,766) 50,024
Inventories (139,179) (47,293)
Prepaid expenses and other (114,785) 33,307
Other assets (8,759) (26,580)
Accounts payable and accrued liabilities 21,858 43,111
Deferred revenue 6,680 (14,628)
Other long-term liabilities 22,732 10,514
Net cash provided by operating activities 819,192 1,077,085
Cash flows from investing activities:
Purchases of investments (2,095) (145,150)
Proceeds from the sale and maturity of investments 45,656 64,174
Purchases of property, plant and equipment (105,340) (68,634)
Cash paid in business combinations, net of cash acquired (735,327) (163,963)
Net cash used for investing activities (797,106) (313,573)
Cash flows from financing activities:
Proceeds from revolving credit facility 50,000
Payments on revolving credit facility (150,000)
Proceeds from issuance of debt 3,196,595
Payment of term loans (1,000,000)
Payment of debt issuance costs (22,669)
Proceeds from issuance of common stock 193,933 131,341
Stock received for payment of employee taxes on vesting of restricted stock (217,462) (122,182)
Payments for repurchases of common stock (400,018) (575,127)
Net cash provided by (used for) financing activities 1,750,379 (665,968)
Effect of exchange rate changes on cash and cash equivalents 5,423 (17,887)
Increase in cash and cash equivalents 1,777,888 79,657
Cash and cash equivalents at end of period $ 2,786,040 $ 961,982

Cadence Design Systems, Inc.

(Unaudited)

Revenue Mix by Geography (% of Total Revenue)

2023 2024
GEOGRAPHY Q1 Q2 Q3 Q4 Year Q1 Q2 Q3
Americas 44 % 41 % 43 % 44 % 43 % 46 % 49 % 50 %
China 17 % 18 % 17 % 15 % 17 % 12 % 12 % 13 %
Other Asia 18 % 18 % 19 % 19 % 19 % 20 % 19 % 17 %
Europe, Middle East and Africa 15 % 17 % 15 % 16 % 16 % 17 % 14 % 14 %
Japan 6 % 6 % 6 % 6 % 5 % 5 % 6 % 6 %
Total 100 % 100 % 100 % 100 % 100 % 100 % 100 % 100 %

Revenue Mix by Product Category (% of Total Revenue)

2023 2024
PRODUCT CATEGORY Q1 Q2 Q3 Q4 Year Q1 Q2 Q3
Custom IC Design and Simulation 20 % 22 % 22 % 22 % 22 % 22 % 21 % 19 %
Digital IC Design and Signoff 25 % 27 % 28 % 29 % 27 % 29 % 27 % 24 %
Functional Verification, including Emulation and Prototyping Hardware 32 % 27 % 26 % 24 % 27 % 25 % 25 % 27 %
Core EDA Total 77 % 76 % 76 % 75 % 76 % 76 % 73 % 70 %
IP 11 % 11 % 11 % 13 % 12 % 12 % 13 % 14 %
System Design and Analysis 12 % 13 % 13 % 12 % 12 % 12 % 14 % 16 %
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 28, 2024

(Unaudited)

Three Months Ending<br><br>December 31, 2024 Year Ending<br><br>December 31, 2024
Forecast Forecast
GAAP operating margin as a percent of total revenue 33.2% - 34.2% 29% - 30%
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 2% 2%
Restructuring 0% 1%
Non-qualified deferred compensation expenses 0% 0%
Special charges 0% 0%
Non-GAAP operating margin as a percent of total revenue† 45.2% - 46.2% 42% - 43%
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 28, 2024

(Unaudited)

Three Months Ending<br><br>December 31, 2024 Year Ending<br><br>December 31, 2024
Forecast Forecast
Diluted net income per share on a GAAP basis $1.09 to $1.15 $3.70 to $3.76
Stock-based compensation expense 0.39 1.44
Amortization of acquired intangibles 0.10 0.33
Acquisition and integration-related costs 0.09 0.35
Restructuring 0.09
Non-qualified deferred compensation expenses 0.04
Special charges
Other income or expense related to investments and non-qualified deferred compensation plan assets* (0.27)
Income tax effect of non-GAAP adjustments 0.11 0.19
Diluted net income per share on a non-GAAP basis† $1.78 to $1.84 $5.87 to $5.93
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.
--- ---

Cadence Design Systems, Inc.

Impact of Non-GAAP Adjustments on Forward Looking Net Income

As of October 28, 2024

(Unaudited)

Three Months Ending<br><br>December 31, 2024 Year Ending<br><br>December 31, 2024
($ in millions) Forecast Forecast
Net income on a GAAP basis $300 to $316 $1,015 to $1,031
Stock-based compensation expense 108 393
Amortization of acquired intangibles 27 91
Acquisition and integration-related costs 24 96
Restructuring 25
Non-qualified deferred compensation expenses 11
Special charges 1
Other income or expense related to investments and non-qualified deferred compensation plan assets* (75)
Income tax effect of non-GAAP adjustments 30 52
Net income on a non-GAAP basis† $489 to $505 $1,609 to $1,625
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
--- --- * Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on investments and gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.
--- ---

Document

Exhibit 99.02

image0a22a.jpg

CADENCE REPORTS THIRD QUARTER2024
CADENCE DESIGN SYSTEMS, INC.
CFO COMMENTARY
Key Takeaways• Q3 revenue growth of ~19% year-over-year• Q3 non-GAAP operating margin of 45%• Raising midpoint of 2024 non-GAAP EPS outlook to 5.90 Q3 2024 KEY METRICS
FY 2024 Outlook• Revenue: 4.61 billion - 4.65 billion• GAAP operating margin: 29% - 30%• Non-GAAP operating margin: 42% - 43%• GAAP EPS: 3.70 - 3.76• Non-GAAP EPS: 5.87 - 5.93• Operating cash flow: 1.0 billion - 1.2 billion• Expect to use approximately 50% of free cash flow to repurchase Cadence shares for the year

All values are in US Dollars.

October 28, 2024 Cadence Q3 2024 Financial Results 1
Cadence Design Systems, Inc.
---

Financial Metrics

(In Millions, except per share data) 2018 2019 2020* 2021 2022 2023* 2024E
Revenue $ 2,138 $ 2,336 $ 2,683 $ 2,988 $ 3,562 $ 4,090 4,610- 4,650
Revenue growth* 10% 9% 15% 11% 19% 15% 13% - 14%
3-year CAGR 8% 9% 11% 12% 15% 15% ~16%
3-year CAGR without 53rd week impact 11% 16%
GAAP operating expenses $ 1,742 $ 1,845 $ 2,037 $ 2,209 $ 2,488 $ 2,839 ~3,279
GAAP operating expense growth 8% 6% 10% 8% 13% 14% ~15%
Non-GAAP operating expenses $ 1,491 $ 1,587 $ 1,739 $ 1,877 $ 2,125 $ 2,373 ~2,662
Non-GAAP operating expense growth 6% 6% 10% 8% 13% 12% ~12%
GAAP operating margin** 19% 21% 24% 26% 30% 31% 29.5
Non-GAAP operating margin** 30% 32% 35% 37% 40% 42% 42.5
GAAP earnings per share $ 1.23 $ 3.53 $ 2.11 $ 2.50 $ 3.09 $ 3.82 3.70 - 3.76
Non-GAAP earning per share $ 1.87 $ 2.20 $ 2.80 $ 3.29 $ 4.27 $ 5.15 5.87 - 5.93
Non-GAAP EPS growth** 34% 18% 27% 18% 30% 21% 15
3-year Non-GAAP EPS CAGR** 20% 22% 26% 21% 25% 23% 21
Weighted average shares diluted outstanding 281.1 280.5 279.6 278.9 275.0 272.7 273 - 275
Cash flow from operations 605 730 905 1,101 1,242 1,349 1,000 - 1,200
Capital expenditures 62 75 95 65 123 102 ~130

All values are in US Dollars.

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

** At midpoint of outlook.

Profitability Trends

(In Millions) 2018 2019 2020 2021 2022 2023 2024E*
Revenue $ 2,138 $ 2,336 $ 2,683 $ 2,988 $ 3,562 $ 4,090 $ 4,630
Revenue Growth 10% 9% 15% 11% 19% 15% 13%
3-Year Revenue Growth CAGR 8% 9% 11% 12% 15% 15% 16%
GAAP operating margin 19% 21% 24% 26% 30% 31% 29.5%
Non-GAAP operating margin 30.2% 32.1% 35.2% 37.2% 40.3% 42.0% 42.5%
Stock-based compensation (7.8)% (7.8)% (7.4)% (7.0)% (7.6)% (8.0)% (8.5)%
Non-GAAP operating margin adjusted for stock-based compensation 22.4% 24.3% 27.8% 30.2% 32.7% 34.0% 34.0%
GAAP operating income $ 396 $ 492 $ 646 $ 779 $ 1,074 $ 1,251 $ 1,351
Non-GAAP operating income $ 647 $ 749 $ 944 $ 1,111 $ 1,436 $ 1,717 $ 1,968
Non-GAAP operating income adjusted for stock-based compensation $ 479 $ 567 $ 747 $ 901 $ 1,166 $ 1,391 $ 1,575

* At midpoint of outlook.

| October 28, 2024 | Cadence Q3 2024 Financial Results | 2 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

Fourth Quarter 2024 Financial Outlook

Q4 2023 Q3 2024 Q4 2024E
Total Revenue ($ Millions) $ 1,069 $ 1,215 $1,325 - $1,365
Q/Q Growth 15% 9% - 12%
Y/Y Growth 19% 24% - 28%
GAAP Operating Margin 31% 29% 33.2% - 34.2%
Non-GAAP Operating Margin 43% 45% 45.2% - 46.2%
GAAP EPS $ 1.19 $ 0.87 $1.09 - $1.15
Non-GAAP EPS $ 1.38 $ 1.64 $1.78 - $1.84

Fiscal Year 2024 Financial Outlook

Previous Current
FY 2023 FY 2024E FY 2024E
Recurring Revenue 84% 80% - 85% 80% - 85%
Total Revenue ($ Millions) $ 4,090 $4,600 - $4,660 $4,610 - $4,650
Y/Y Growth 15% 12% - 14% 13% - 14%
Revenue from Beginning Backlog ~75% ~70% ~70%
GAAP Operating Margin 30.6% 29.7% - 31.3% 29% - 30%
Non-GAAP Operating Margin 42.0% 41.7% - 43.3% 42% - 43%
GAAP Other Income & Expense ($ Millions) $ 31 $42 - $56 $40 - $50
Non-GAAP Other Income & Expense ($ Millions) $ (15) $(31) - $(45) $(25) - $(35)
GAAP Tax Rate 19% ~25% ~27%
Non-GAAP Tax Rate 17.5% 16.5% 16.5%
Weighted Average Diluted Shares Outstanding (Millions) 272.7 273.5 - 275.5 273 - 275
GAAP EPS $ 3.82 $3.82 - $4.02 $3.70 - $3.76
Y/Y Growth 24% 0% - 5% (3)% - (2)%
Non-GAAP EPS $ 5.15 $5.77 - $5.97 $5.87 - $5.93
Y/Y Growth 21% 12% - 16% 14% - 15%
Cash Flow from Operations ($ Millions) $ 1,349 $1,000 - $1,200 $1,000 - $1,200
DSO 43 ~45 ~45
Capital Expenditures ($ Millions) $ 102 ~$130 ~$130
October 28, 2024 Cadence Q3 2024 Financial Results 3
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Third Quarter Financial Results

Backlog

(In Billions) 2020 2021 2022 2023 Q3 2024
Backlog $ 3.9 $ 4.4 $ 5.8 $ 6.0 $ 5.6

Revenue

(In Millions) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Product and Maintenance $ 966 $ 982 $ 913 $ 961 $ 1,100
Services 57 87 96 100 115
Total Revenue $ 1,023 $ 1,069 $ 1,009 $ 1,061 $ 1,215

Recurring and Up-Front Revenue

Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Revenue recognized over time 83 % 85 % 87 % 85 % 80 %
Revenue from arrangements with non-cancelable commitments 2 % 2 % 3 % 3 % 2 %
Recurring Revenue 85 % 87 % 90 % 88 % 82 %
Up-Front Revenue 15 % 13 % 10 % 12 % 18 %
Total 100 % 100 % 100 % 100 % 100 %

Trailing Twelve Months Recurring and Up-Front Revenue

Trailing Twelve Months Ended
Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Recurring Revenue 84 % 84 % 87 % 87 % 86 %
Up-Front Revenue 16 % 16 % 13 % 13 % 14 %
Total 100 % 100 % 100 % 100 % 100 %

Revenue Mix by Geography

(% of Total Revenue) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Americas 43 % 44 % 46 % 49 % 50 %
China 17 % 15 % 12 % 12 % 13 %
Other Asia 19 % 19 % 20 % 19 % 17 %
Europe, Middle East and Africa 15 % 16 % 17 % 14 % 14 %
Japan 6 % 6 % 5 % 6 % 6 %
Total 100 % 100 % 100 % 100 % 100 %

Revenue Mix by Product Category

(% of Total Revenue) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Custom IC Design and Simulation 22 % 22 % 22 % 21 % 19 %
Digital IC Design and Signoff 28 % 29 % 29 % 27 % 24 %
Functional Verification 26 % 24 % 25 % 25 % 27 %
Core EDA Total 76 % 75 % 76 % 73 % 70 %
IP 11 % 13 % 12 % 13 % 14 %
System Design and Analysis 13 % 12 % 12 % 14 % 16 %
Total 100 % 100 % 100 % 100 % 100 %
October 28, 2024 Cadence Q3 2024 Financial Results 4
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Gross Margin

Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
GAAP Gross Margin 89.3 % 90.3 % 87.6 % 86.9 % 86.6 %
Non-GAAP Gross Margin 90.6 % 91.7 % 89.1 % 88.5 % 88.6 %

Total Costs and Expenses

(In Millions) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Total GAAP Costs and Expenses $ 730 $ 732 $ 759 $ 767 $ 865
Total Non-GAAP Costs and Expenses $ 603 $ 610 $ 627 $ 635 $ 671

Operating Margin

Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
GAAP Operating Margin 28.6 % 31.5 % 24.8 % 27.7 % 28.8 %
Non-GAAP Operating Margin 41.1 % 42.9 % 37.8 % 40.1 % 44.8 %

Net Income Per Share

Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
GAAP Net Income Per Share $ 0.93 $ 1.19 $ 0.91 $ 0.84 $ 0.87
Non-GAAP Net Income Per Share $ 1.26 $ 1.38 $ 1.17 $ 1.28 $ 1.64

Total DSO

Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
DSO 39 43 36 49 44

Balance Sheet and Cash Review

Free Cash Flow

(In Millions) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Net Cash from Operating Activities $ 396 $ 272 $ 253 $ 156 $ 410
Capital Expenditures 22 34 49 29 27
Free Cash Flow $ 374 $ 238 $ 204 $ 127 $ 383

Cash and Cash Equivalents

(In Millions) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Cash and Cash Equivalents $ 962 $ 1,008 $ 1,012 $ 1,059 $ 2,786

•Approximately 74 percent of our cash and cash equivalents were in the U.S. at quarter-end.

Debt

(In Millions) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Debt (principal value) $ 650 $ 650 $ 650 $ 1,350 $ 2,850

•In September 2024, Cadence issued $2.5 billion of Senior Notes at a weighted average interest rate of 4.44%.

Share Repurchase

(In Millions) Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Share Repurchase $ 185 $ 125 $ 125 $ 125 $ 150
Number of Shares 0.811 0.488 0.425 0.423 0.563

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

| October 28, 2024 | Cadence Q3 2024 Financial Results | 5 | | --- | --- | --- || Cadence Design Systems, Inc. | | --- |

Employees

Q3 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
Headcount 11,139 11,226 11,753 12,665 12,703
October 28, 2024 Cadence Q3 2024 Financial Results 6
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Forward Looking Statements

This CFO Commentary contains forward-looking statements, including Cadence's outlook on future operating results, financial condition, strategic objectives, business prospects, technology and product developments, industry trends, market growth 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 and realize the benefits of its investments in research and development, including opportunities presented by AI; (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, and rising tensions and conflicts around the world such as in the Middle East and with respect to Taiwan; (vi) capital expenditure requirements, legislative or regulatory requirements, changes in tax laws, interest rate and currency exchange rate fluctuations, inflation rates, Cadence's increased debt levels and obligations and Cadence’s ability to access capital and debt markets in the future; (vii) Cadence’s acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them; (viii) potential harm caused by compromises in cybersecurity and cybersecurity attacks; (ix) 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; (x) 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, technologies or properties are subject; and (xi) Cadence’s ability to successfully meet corporate governance, environmental and social targets and strategies. 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.

© 2024 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 28, 2024 Cadence Q3 2024 Financial Results 7
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 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
GAAP total costs and expenses $ 730 $ 732 $ 759 $ 767 $ 865
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense (88) (87) (88) (88) (109)
Amortization of acquired intangibles (15) (17) (17) (20) (27)
Acquisition and integration-related costs (14) (13) (22) (21) (29)
Restructuring (12) 1 (25)
Non-qualified deferred compensation (expenses) credits 2 (6) (5) (2) (4)
Special charges (1)
Non-GAAP total costs and expenses* $ 603 $ 610 $ 627 $ 635 $ 671
* 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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Reconciliation of GAAP Total Expenses to Non-GAAP Total Expenses

(In Millions) 2018 2019 2020* 2021 2022 2023 2024E
GAAP total costs and expenses $ 1,742 $ 1,845 $ 2,037 $ 2,209 $ 2,488 $ 2,839 $ 3,279
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense (168) (182) (197) (210) (270) (326) (393)
Amortization of acquired intangibles (53) (53) (64) (67) (60) (62) (91)
Acquisition and integration-related costs (20) (8) (23) (23) (41) (56) (96)
Restructuring (11) (9) (9) 1 (11) (25)
Non-qualified deferred compensation (expenses) credits 1 (5) (5) (6) 8 (11) (11)
Special charges** (1) (27) (1)
Non-GAAP total costs and expenses*** $ 1,491 $ 1,587 $ 1,739 $ 1,877 $ 2,125 $ 2,373 $ 2,662
* Fiscal 2020 was a 53-week year.
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** 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 28, 2024 Cadence Q3 2024 Financial Results 8
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Reconciliation of GAAP Operating Income to Non-GAAP Operating Income and Non-GAAP Operating Income Adjusted for Stock-based Compensation

(In Millions) 2018 2019 2020* 2021 2022 2023 2024E
GAAP operating income $ 396 $ 492 $ 646 $ 779 $ 1,074 $ 1,251 $ 1,351
Reconciling items to non-GAAP operating income
Stock-based compensation expense 168 182 197 210 270 326 393
Amortization of acquired intangibles 53 53 64 67 60 62 91
Acquisition and integration-related costs 20 8 23 23 41 56 96
Restructuring 11 9 9 (1) 11 25
Non-qualified deferred compensation expenses (credits) (1) 5 5 6 (8) 11 11
Special charges** 1 27 1
Non-GAAP operating income*** $ 647 $ 749 $ 944 $ 1,111 $ 1,436 $ 1,717 $ 1,968
Stock-based compensation expense (168) (182) (197) (210) (270) (326) $ (393)
Non-GAAP operating income adjusted for stock-based compensation*** $ 479 $ 567 $ 747 $ 901 $ 1,166 $ 1,391 $ 1,575

Table may not foot due to rounding

* 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 28, 2024 Cadence Q3 2024 Financial Results 9
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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 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024
GAAP gross margin as a percent of total revenue 89.3% 90.3% 87.6% 86.9% 86.6%
Reconciling items to non-GAAP gross margin as a percent of total revenue
Stock-based compensation expense 0.2% 0.3% 0.3% 0.3% 0.3%
Amortization of acquired intangibles 1.1% 1.1% 1.1% 1.2% 1.5%
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% 0.1% 0.1% 0.2%
Non-GAAP gross margin as a percent of total revenue* 90.6% 91.7% 89.1% 88.5% 88.6%
* 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.
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October 28, 2024 Cadence Q3 2024 Financial Results 10
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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 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024E
GAAP operating margin as a percent of total revenue 29% 31% 25% 28% 29% 33.2% - 34.2%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Stock-based compensation expense 9% 8% 9% 8% 9% 8%
Amortization of acquired intangibles 1% 2% 2% 2% 2% 2%
Acquisition and integration-related costs 1% 1% 2% 2% 3% 2%
Restructuring 1% 0% 0% 0% 2% 0%
Non-qualified deferred compensation expenses (credits) 0% 1% 0% 0% 0% 0%
Special charges 0% 0% 0% 0% 0% 0%
Non-GAAP operating margin as a percent of total revenue* 41% 43% 38% 40% 45% 45.2% - 46.2%
* The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
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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

2018 2019 2020 2021 2022 2023 2024E
GAAP operating margin as a percent of total revenue 19% 21% 24% 26% 30% 31% 29% - 30%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Stock-based compensation expense 8% 8% 7% 7% 8% 8% 8%
Amortization of acquired intangibles 2% 2% 3% 2% 2% 2% 2%
Acquisition and integration-related costs 1% 0% 1% 1% 1% 1% 2%
Restructuring 0% 1% 0% 0% 0% 0% 1%
Non-qualified deferred compensation expenses (credits) 0% 0% 0% 0% (1)% 0% 0%
Special charges * 0% 0% 0% 1% 0% 0% 0%
Non-GAAP operating margin as a percent of total revenue** 30% 32% 35% 37% 40% 42% 42% - 43% * 2021 includes costs related to a voluntary retirement program.
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** 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 28, 2024 Cadence Q3 2024 Financial Results 11
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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 2023 Q4 2023 Q1 2024 Q2 2024 Q3 2024 Q4 2024E
Diluted net income per share on a GAAP basis $ 0.93 $ 1.19 $ 0.91 $ 0.84 $ 0.87 $1.09 - $1.15
Stock-based compensation expense 0.32 0.32 0.32 0.32 0.40 0.39
Amortization of acquired intangibles 0.06 0.06 0.06 0.07 0.10 0.10
Acquisition and integration-related costs 0.05 0.04 0.08 0.08 0.11 0.09
Restructuring 0.04 0.09
Non-qualified deferred compensation expenses (credits) 0.02 0.02 0.01 0.01
Special charges
Other income or expense related to investments and non-qualified deferred compensation plan assets** (0.04) (0.10) (0.22) (0.10) 0.04
Income tax effect of non-GAAP adjustments (0.10) (0.15) 0.06 0.02 0.11
Diluted net income per share on a non-GAAP basis* $ 1.26 $ 1.38 $ 1.17 $ 1.28 $ 1.64 $1.78 - $1.84
Shares used in calculation of diluted net income per share 272,427 272,419 273,544 273,520 273,958
* 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 28, 2024 Cadence Q3 2024 Financial Results 12
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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) 2018 2019 2020 2021 2022 2023 2024E
Diluted net income per share on a GAAP basis $ 1.23 $ 3.53 $ 2.11 $ 2.50 $ 3.09 $ 3.82 $3.70 - $3.76
Stock-based compensation expense 0.60 0.65 0.71 0.75 0.98 1.19 1.44
Amortization of acquired intangibles 0.19 0.19 0.23 0.24 0.22 0.23 0.33
Acquisition and integration-related costs 0.07 0.03 0.08 0.08 0.15 0.21 0.35
Restructuring 0.04 0.03 0.03 0.04 0.09
Non-qualified deferred compensation expenses (credits) (0.01) 0.02 0.02 0.02 (0.03) 0.04 0.04
Special charges** 0.10
Other income or expense related to investments and non-qualified deferred compensation plan assets*** (0.01) (0.03) 0.05 (0.17) (0.27)
Income tax benefit related to intercompany transfers of certain intellectual property rights (2.05)
Income tax effect of non-GAAP adjustments (0.25) (0.19) (0.38) (0.37) (0.19) (0.21) 0.19
Diluted net income per share on a non-GAAP basis* $ 1.87 $ 2.20 $ 2.80 $ 3.29 $ 4.27 $ 5.15 $5.87 - $5.93
Shares used in calculation of diluted net income per share 281,144 280,515 279,641 278,858 275,011 272,748 273 - 275M
* 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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** 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 28, 2024 Cadence Q3 2024 Financial Results 13
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Reconciliation of GAAP Total Other Income and Expense to Non-GAAP Total Other Income and Expense

(In Millions) FY 2022 FY 2023 FY 2024E
GAAP total other income and expense $ (28) $ 31 $40 - $50
Reconciling items to non-GAAP total income and expense
Other income or expense related to investments and non-qualified deferred compensation plan assets** 14 (46) (75)
Non-GAAP total other income and expense* $ (14) $ (15) $(25) - $(35)
* 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 28, 2024 Cadence Q3 2024 Financial Results 14
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