8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO

SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 24, 2016

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-15867	00-0000000
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
2655 Seely Avenue, Building 5 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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On October 24, 2016, Cadence Design Systems, Inc. ("Cadence") issued a press release announcing its financial results for the quarter ended October 1, 2016.

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 October 1, 2016 is attached hereto as Exhibit 99.02, and the press release and the commentary are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.01	Press Release issued by Cadence Design Systems, Inc. on October 24, 2016.
99.02	CFO Commentary on Results of Quarter Ended October 1, 2016.

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 24, 2016

CADENCE DESIGN SYSTEMS, INC.
By:	/s/ Geoffrey G. Ribar
	Geoffrey G. Ribar
	Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.01	Press Release issued by Cadence Design Systems, Inc. on October 24, 2016.
99.02	CFO Commentary on Results of the Quarter Ended October 1, 2016.

EX-99.01

Exhibit 99.01

Cadence Reports Third Quarter 2016 Financial Results

SAN JOSE, Calif. — October 24, 2016 — Cadence Design Systems, Inc. (NASDAQ: CDNS) today announced results for the third quarter 2016.

Cadence reported third quarter 2016 revenue of $446 million, compared to revenue of $434 million reported for the same period in 2015. On a GAAP basis, Cadence recognized net income of $65 million, or $0.23 per share on a diluted basis, in the third quarter of 2016, compared to net income of $78 million, or $0.25 per share on a diluted basis, for the same period in 2015.

Using the non-GAAP measure defined below, net income in the third quarter of 2016 was $85 million, or $0.30 per share on a diluted basis, as compared to net income of $89 million, or $0.28 per share on a diluted basis, for the same period in 2015.

“We continued to make progress on our System Design Enablement strategy in the third quarter, which resulted in solid financial results,” said Lip-Bu Tan, president and chief executive officer. “Our digital and signoff solutions maintained their momentum with market-shaping customers; five new systems customers, including a major aerospace company, adopted our Palladium^® Z1 emulation platform; and we increased our expansion into automotive functional safety verification.”

“Our results for the third quarter reflect our relentless focus on innovation and execution,” said Geoff Ribar, senior vice president and chief financial officer. “We believe that we are well-positioned for the rest of the year as we continue to execute on our strategic priorities and return capital to shareholders. In the third quarter, we repurchased 9.6 million shares of stock, and we have now repurchased 42.5 million shares for $960 million under the current $1.2 billion program, representing approximately 15 percent of shares outstanding as of July 4, 2015.”

CFO Commentary

Commentary on the third quarter 2016 financial results by Geoff Ribar, senior vice president and chief financial officer, is available at www.cadence.com/cadence/investor_relations.

Business Outlook

For the fourth quarter of 2016, the company expects total revenue in the range of $463 million to $473 million. Fourth quarter GAAP net income per diluted share is expected to be in the range of $0.18 to $0.20. Net income per diluted share using the non-GAAP measure defined below is expected to be in the range of $0.32 to $0.34.

For 2016, the company expects total revenue in the range of $1.810 billion to $1.820 billion. On a GAAP basis, net income per diluted share for 2016 is expected to be in the range of $0.74 to $0.76. Using the non-GAAP measure defined below, net income per diluted share for 2016 is expected to be in the range of $1.19 to $1.21.

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

Audio Webcast Scheduled

Lip-Bu Tan, president and chief executive officer, and Geoff Ribar, senior vice president and chief financial officer, will host a third quarter 2016 financial results audio webcast today, October 24, 2016, 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 24, 2016 at 5 p.m. (Pacific) and ending December 16, 2016 at 5 p.m. (Pacific). Webcast access is available at www.cadence.com/cadence/investor_relations.

About Cadence

Cadence enables global electronic design innovation and plays an essential role in the creation of today’s integrated circuits and electronics. Customers use Cadence^® software, hardware, IP, and services to design and verify advanced semiconductors, consumer electronics, networking and telecommunications equipment, and computer systems. The company is headquartered in San Jose, California, with sales offices, design centers, and research facilities around the world to serve the global electronics industry. More information about the company and its products and services is available at www.cadence.com.

Cadence, the Cadence logo and Palladium are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

The statements contained above regarding Cadence’s third quarter 2016 financial results, as well as the information in the Business Outlook section, are or include forward-looking statements based on current expectations or beliefs and preliminary assumptions about future events 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 electronic design automation product and the commercial electronic design and methodology services industries; (ii) the success of Cadence’s efforts to improve operational efficiency and growth; (iii) the mix of products and services sold and the timing of significant orders for Cadence’s products; (iv) change in customer demands, including those resulting from consolidation among Cadence’s customers and the possibility that the restructurings and other efforts to improve operational efficiency of Cadence’s customers could result in delays in purchases of Cadence’s products and services; (v) economic and industry conditions in regions in which Cadence does business; (vi) fluctuations in rates of exchange between the U.S. dollar and the currencies of other countries in which Cadence does business; (vii) capital expenditure requirements, legislative or regulatory requirements, interest rates and Cadence’s ability to access capital and debt markets; (viii) the acquisition of other companies or technologies or the failure to successfully integrate and operate these companies or technologies Cadence acquires, including the potential inability to retain customers, key employees or vendors; (ix) the effects of Cadence’s efforts to improve operational efficiency in its business, including strategic, customer and supplier relationships, and its ability to retain key employees; (x) events that affect the reserves or settlement assumptions Cadence may take from time to time with respect to accounts receivable, taxes, litigation or other matters; and (xi) the effects of any litigation or other proceedings to which Cadence is or may become a party.

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 and debt discount related to convertible notes, stock-based compensation expense, acquisition and integration-related costs including retention expenses, special charges, 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’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.

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

Net Income Reconciliation	Three Months Ended
	October 1, 2016			October 3, 2015
	(unaudited)
(in thousands)
Net income on a GAAP basis	$	64,712		$	77,624
Amortization of acquired intangibles	14,482			15,794
Stock-based compensation expense	29,998			24,117
Non-qualified deferred compensation expenses (credits)	921			(1,508		)
Restructuring and other charges	101			303
Acquisition and integration-related costs	1,841			948
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(806		)	174
Income tax effect of non-GAAP adjustments	(26,424		)	(28,601		)
Net income on a non-GAAP basis	$	84,825		$	88,851

* Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on sale of 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
	October 1, 2016			October 3, 2015
	(unaudited)
(in thousands, except per share data)
Diluted net income per share on a GAAP basis	$	0.23		$	0.25
Amortization of acquired intangibles	0.05			0.05
Stock-based compensation expense	0.10			0.08
Non-qualified deferred compensation expenses (credits)	—			(0.01		)
Restructuring and other charges	—			—
Acquisition and integration-related costs	0.01			—
Other income or expense related to investments and non-qualified deferred compensation plan assets*	—			—
Income tax effect of non-GAAP adjustments	(0.09		)	(0.09		)
Diluted net income per share on a non-GAAP basis	$	0.30		$	0.28
Shares used in calculation of diluted net income per share — GAAP**	287,473			313,186
Shares used in calculation of diluted net income per share — non-GAAP**	287,473			313,186

* Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on sale of investments and gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.

** Shares used in the calculation of GAAP net income per share are expected to be the same as shares used in the calculation of non-GAAP net income per share, except when the company reports a GAAP net loss and non-GAAP net income, or GAAP net income and a non-GAAP net loss.

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 December 16, 2016, 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 the company’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 the company. 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 the day when Cadence’s fourth quarter and fiscal year 2016 earnings release is published, which is currently scheduled for February 1, 2017.

For more information, please contact:

Investors and Shareholders

Alan Lindstrom

Cadence Design Systems, Inc.

408-944-7100

investor_relations@cadence.com

Media and Industry Analysts

Craig Cochran

Cadence Design Systems, Inc.

408-944-7039

newsroom@cadence.com

Cadence Design Systems, Inc.

Condensed Consolidated Balance Sheets

October 1, 2016 and January 2, 2016

(In thousands)

(Unaudited)

	October 1, 2016		January 2, 2016
Current assets:
Cash and cash equivalents	$	524,333	$	616,686
Short-term investments	8,503		94,498
Receivables, net	152,025		164,848
Inventories	64,476		56,762
Prepaid expenses and other	42,953		31,441
Total current assets	792,290		964,235
Property, plant and equipment, net of accumulated depreciation of $613,314 and $581,345, respectively	240,590		228,599
Goodwill	573,890		551,772
Acquired intangibles, net of accumulated amortization of $253,562 and $216,589, respectively	273,381		296,482
Long-term receivables	14,961		4,498
Other assets	298,975		299,929
Total assets	$	2,194,087	$	2,345,515
Current liabilities:
Revolving credit facility	$	50,000	$	—
Accounts payable and accrued liabilities	192,948		238,022
Current portion of deferred revenue	288,373		298,285
Total current liabilities	531,321		536,307
Long-term liabilities:
Long-term portion of deferred revenue	36,338		30,209
Long-term debt	643,277		343,288
Other long-term liabilities	56,355		59,596
Total long-term liabilities	735,970		433,093
Stockholders’ equity	926,796		1,376,115
Total liabilities and stockholders’ equity	$	2,194,087	$	2,345,515

Cadence Design Systems, Inc.

Condensed Consolidated Income Statements

For the Three and Nine Months Ended October 1, 2016 and October 3, 2015

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Nine Months Ended
	October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Revenue:
Product and maintenance	$	415,370		$	396,867		$	1,247,077		$	1,165,455
Services	30,850			36,896			100,026			95,557
Total revenue	446,220			433,763			1,347,103			1,261,012
Costs and expenses:
Cost of product and maintenance	38,740			41,206			125,881			114,980
Cost of services	17,867			24,005			54,563			62,571
Marketing and sales	96,793			101,950			297,103			298,880
Research and development	191,547			154,627			553,824			475,597
General and administrative	30,441			28,084			95,129			83,193
Amortization of acquired intangibles	3,889			5,687			14,206			18,037
Restructuring and other charges	101			303			14,613			4,164
Total costs and expenses	379,378			355,862			1,155,319			1,057,422
Income from operations	66,842			77,901			191,784			203,590
Interest expense	(6,053		)	(4,177		)	(17,306		)	(24,111		)
Other income, net	2,836			1,839			10,441			7,967
Income before provision (benefit) for income taxes	63,625			75,563			184,919			187,446
Provision (benefit) for income taxes	(1,087		)	(2,061		)	20,310			15,403
Net income	$	64,712		$	77,624		$	164,609		$	172,043
Net income per share - basic	$	0.23		$	0.27		$	0.57		$	0.60
Net income per share - diluted	$	0.23		$	0.25		$	0.56		$	0.55
Weighted average common shares outstanding - basic	280,622			284,818			288,476			284,880
Weighted average common shares outstanding - diluted	287,473			313,186			295,369			312,899

Cadence Design Systems, Inc.

Condensed Consolidated Statements of Cash Flows

For the Nine Months Ended October 1, 2016 and October 3, 2015

(In thousands)

(Unaudited)

	Nine Months Ended
	October 1, 2016			October 3, 2015
Cash and cash equivalents at beginning of period	$	616,686		$	932,161
Cash flows from operating activities:
Net income	164,609			172,043
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	89,726			88,006
Amortization of debt discount and fees	792			9,185
Stock-based compensation	79,986			67,681
Gain on investments, net	(4,070		)	(1,434		)
Gain on sale of property, plant and equipment	(482		)	—
Deferred income taxes	8,657			1,713
Other non-cash items	1,869			(69		)
Changes in operating assets and liabilities, net of effect of acquired businesses:
Receivables	2,873			(10,100		)
Inventories	(16,339		)	(1,861		)
Prepaid expenses and other	(12,135		)	(12,451		)
Other assets	(3,822		)	300
Accounts payable and accrued liabilities	(46,585		)	(28,154		)
Deferred revenue	(10,823		)	(9,207		)
Other long-term liabilities	(6,239		)	(20,303		)
Net cash provided by operating activities	248,017			255,349
Cash flows from investing activities:
Purchases of available-for-sale securities	(20,525		)	(81,300		)
Proceeds from the sale of available-for-sale securities	55,418			50,806
Proceeds from the maturity of available-for-sale securities	52,362			25,550
Proceeds from the sale of long-term investments	2,913			4,510
Proceeds from the sale of property, plant and equipment	482			—
Purchases of property, plant and equipment	(42,452		)	(34,093		)
Cash paid in business combinations and asset acquisitions, net of cash acquired	(41,627		)	—
Net cash provided by (used for) investing activities	6,571			(34,527		)
Cash flows from financing activities:
Proceeds from term loan	300,000			—
Proceeds from revolving credit facility	50,000			—
Payment of debt issuance costs	(622		)	—
Payment of convertible notes	—			(349,999		)
Payment of convertible notes embedded conversion derivative liability	—			(530,643		)
Proceeds from convertible notes hedges	—			530,643
Excess tax benefits from stock-based compensation	—			16,940
Proceeds from issuance of common stock	50,293			59,448
Stock received for payment of employee taxes on vesting of restricted stock	(35,532		)	(31,795		)
Payments for repurchases of common stock	(720,196		)	(213,135		)
Net cash used for financing activities	(356,057		)	(518,541		)
Effect of exchange rate changes on cash and cash equivalents	9,116			(18,351		)
Decrease in cash and cash equivalents	(92,353		)	(316,070		)
Cash and cash equivalents at end of period	$	524,333		$	616,091

Cadence Design Systems, Inc.

(Unaudited)

Revenue Mix by Geography (% of Total Revenue)

	2015										2016
GEOGRAPHY	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3
Americas	47	%	48	%	48	%	48	%	47	%	49	%	47	%	46	%
Asia	24	%	23	%	25	%	25	%	24	%	22	%	24	%	27	%
Europe, Middle East and Africa	19	%	20	%	18	%	17	%	19	%	19	%	20	%	19	%
Japan	10	%	9	%	9	%	10	%	10	%	10	%	9	%	8	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

Revenue Mix by Product Group (% of Total Revenue)

	2015										2016
PRODUCT GROUP	Q1		Q2		Q3		Q4		Year		Q1		Q2		Q3
Functional Verification, including Emulation and Prototyping Hardware	23	%	21	%	23	%	25	%	23	%	26	%	27	%	24	%
Digital IC Design and Signoff	28	%	29	%	28	%	28	%	28	%	30	%	27	%	28	%
Custom IC Design	27	%	27	%	26	%	25	%	26	%	25	%	26	%	27	%
System Interconnect and Analysis	11	%	11	%	10	%	10	%	11	%	9	%	10	%	10	%
IP	11	%	12	%	13	%	12	%	12	%	10	%	10	%	11	%
Total	100	%	100	%	100	%	100	%	100	%	100	%	100	%	100	%

Cadence Design Systems, Inc.

As of October 24, 2016

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

(Unaudited)

	Three Months Ending December 31, 2016	Year Ending December 31, 2016
	Forecast	Forecast
Diluted net income per share on a GAAP basis	$0.18 to $0.20	$0.74 to $0.76
Amortization of acquired intangibles	0.05	0.21
Stock-based compensation expense	0.11	0.37
Non-qualified deferred compensation expenses	—	—
Restructuring and other charges*	0.04	0.09
Acquisition and integration-related costs	—	0.04
Other income or expense related to investments and non-qualified deferred compensation plan assets**	—	(0.01)
Income tax effect of non-GAAP adjustments	(0.06)	(0.25)
Diluted net income per share on a non-GAAP basis†	$0.32 to $0.34	$1.19 to $1.21

Cadence Design Systems, Inc.

As of October 24, 2016

Impact of Non-GAAP Adjustments on Forward Looking Net Income

(Unaudited)

	Three Months Ending December 31, 2016	Year Ending December 31, 2016
($ in millions)	Forecast	Forecast
Net income on a GAAP basis	$50 to $56	$214 to $220
Amortization of acquired intangibles	14	60
Stock-based compensation expense	29	109
Non-qualified deferred compensation expenses	—	1
Restructuring and other charges*	12	27
Acquisition and integration-related costs	1	11
Other income or expense related to investments and non-qualified deferred compensation plan assets**	—	(4)
Income tax effect of non-GAAP adjustments	(17)	(73)
Net income on a non-GAAP basis†	$89 to $95	$345 to $351

† 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 expected costs related to a voluntary retirement program being offered in the fourth quarter of 2016.

** Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on sale of investments and gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.

EX-99.02

Exhibit 99.02

CADENCE REPORTS THIRD QUARTER 2016
CADENCE DESIGN SYSTEMS, INC.
CFO COMMENTARY
October 24, 2016 Q3 2016 Key Takeaways • Good financial results with revenue and profitability meeting or exceeding expectations. • Repurchased 9.6 million shares of stock for $240 million, representing approximately 3% of shares outstanding as of July 2, 2016. • Maintained 2016 outlook midpoints for revenue, bookings, operating margin and operating cash flow. FY 2016 Outlook • Revenue: $1.810 - $1.820 billion. • GAAP operating margin: approximately 14%. • Non-GAAP operating margin: approximately 26%. • GAAP EPS: $0.74 - $0.76. • Non-GAAP EPS $1.19 - $1.21. • Operating cash flow: $380 - $420 million.	Q4 2016 Outlook • Revenue : $463 - $473 million. • GAAP operating margin: approximately 15%. • Non-GAAP operating margin: approximately 27%. • GAAP EPS: $0.18 - $0.20. • Non-GAAP EPS: $0.32 - $0.34. Financial Results Webcast Our Q3 2016 financial results webcast will begin October 24, 2016 at 2:00 p.m. (Pacific) / 5:00 p.m. (Eastern). The webcast may be accessed at www.cadence.com/cadence/investor_relations. An archive of the webcast will be available on October 24, 2016 until 5:00 p.m. (Pacific) / 8:00 p.m. (Eastern) on December 16, 2016.	Q3 2016 KEY METRICS
		• Revenue $446 million. • GAAP operating margin 15%. • Non-GAAP operating margin 26%. • GAAP EPS $0.23. • Non-GAAP EPS $0.30. • Operating cash flow $84 million. • Cash and short-term Investments $533 million. • Total debt $700 million. • DSO 34 days, down 1 day.

October 24, 2016 Cadence Q3 2016 Financial Results 1

Cadence Design Systems, Inc.

Fiscal Year 2016 Financial Outlook

		Previous	Current
	FY 2015A	FY 2016E	FY 2016E
Total Bookings ($ Billion)	$1.902	$2.020 - $2.080	$2.030 - $2.070
Y/Y Growth	7%	6% - 9%	7% - 9%
Average Contract Life (Years)	2.58	~2.6	~2.6
Recurring Revenue	>90%	>90%	>90%
Total Revenue ($ Billion)	$1.702	$1.800 - $1.830	$1.810 - $1.820
Y/Y Growth	8%	6% - 8%	6% - 7%
Revenue from Beginning Backlog	~70%	~70%	~70%
GAAP Operating Margin	16.8%	~15%	~14%
Non-GAAP Operating Margin	26.7%	~26%	~26%
Non-GAAP Other Income & Exp ($ Million)	$(12.3)	($20) - ($14)	($18) - ($15)
Non-GAAP Tax Rate	23%	23%	23%
Weighted Average Diluted Shares Outstanding (Million)	312.3	288 - 294	289 - 293
GAAP EPS	$0.81	$0.70 - $0.76	$0.74 - $0.76
Non-GAAP EPS	$1.09	$1.17 - $1.23	$1.19 - $1.21
Y/Y Growth	16%	7% - 13%	9% - 11%
Cash Flow from Operations ($ Million)	$378.2	$380 - $420	$380 - $420
DSO	35	30 - 35	30 - 35
Capital Expenditures ($ Million)	$44.8	~$50	~$50

Fourth Quarter 2016 Financial Outlook

			Current
	Q4 2015A	Q3 2016A	Q4 2016E
Total Revenue ($ Million)	$441.1	$446.2	$463 - $473
Q/Q Growth	2%	(2%)	4% - 6%
Y/Y Growth	4%	3%	5% - 7%
GAAP Operating Margin	19%	15%	~15%
Non-GAAP Operating Margin	29%	26%	~27%
GAAP EPS	$0.26	$0.23	$0.18 - $0.20
Non-GAAP EPS	$0.31	$0.30	$0.32 - $0.34
Q/Q Growth	11%	3%	7% - 13%
Y/Y Growth	15%	7%	3% - 10%

October 24, 2016 Cadence Q3 2016 Financial Results 2

Cadence Design Systems, Inc.

Third Quarter Financial Results

Revenue

(In Thousands)	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
Product & Maintenance	$396,867	$413,489	$411,744	$419,963	$415,370
Services	36,896	27,590	36,118	33,058	30,850
Total Revenue	$433,763	$441,079	$447,862	$453,021	$446,220
Y/Y Growth	8%	4%	9%	9%	3%

Revenue Mix by Geography

(% of Total Revenue)	Q3 2015		Q4 2015		Q1 2016		Q2 2016		Q3 2016
Americas	48	%	48	%	49	%	47	%	46	%
Asia	25	%	25	%	22	%	24	%	27	%
Europe, Middle East and Africa	18	%	17	%	19	%	20	%	19	%
Japan	9	%	10	%	10	%	9	%	8	%
Total	100	%	100	%	100	%	100	%	100	%

Revenue Mix by Product Group

(% of Total Revenue)	Q3 2015		Q4 2015		Q1 2016		Q2 2016		Q3 2016
Functional Verification	23	%	25	%	26	%	27	%	24	%
Digital IC Design and Signoff	28	%	28	%	30	%	27	%	28	%
Custom IC Design	26	%	25	%	25	%	26	%	27	%
System Interconnect and Analysis	10	%	10	%	9	%	10	%	10	%
IP	13	%	12	%	10	%	10	%	11	%
Total	100	%	100	%	100	%	100	%	100	%

Contract Duration

(Years)	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
Weighted Average Contract Life	2.4	2.8	2.7	2.7	2.5

• Expect approximately 2.6 years for 2016.

Total Costs and Expenses

(In Thousands)	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
Total GAAP Costs & Expenses	$355,862	$359,239	$389,826	$386,115	$379,378
Y/Y Growth	3%	3%	8%	14%	7%
Total Non-GAAP Costs & Expenses	$316,208	$315,319	$333,444	$338,201	$332,035
Y/Y Growth	9%	4%	6%	13%	5%

October 24, 2016 Cadence Q3 2016 Financial Results 3

Cadence Design Systems, Inc.

Operating Margin

	Q3 2015		Q4 2015		Q1 2016		Q2 2016		Q3 2016
GAAP Operating Margin	18.0	%	18.6	%	13.0	%	14.8	%	15.0	%
Non-GAAP Operating Margin	27.1	%	28.5	%	25.5	%	25.3	%	25.6	%

Earnings Per Share

	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
GAAP Net Income Per Share	$0.25	$0.26	$0.17	$0.17	$0.23
Y/Y Growth	108%	24%	42%	(11)%	(8)%
Non-GAAP Net Income Per Share	$0.28	$0.31	$0.28	$0.29	$0.30
Y/Y Growth	8%	15%	22%	7%	7%

Total DSO

	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
DSO	28	35	32	35	34

• Our DSO target for 2016 is 30 - 35 days.

• Note that DSO were 34 days, down 1 day from Q2.

• The 6 day increase in DSO, and the 13 million increase in long-term receivables, over Q3 2015, are both due to the increase in hardware leases associated with the increase in hardware sales since Q3 2015.

Balance Sheet and Cash Review

Cash Flow from Operating Activities

(In Thousands)	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
Net Cash from Operating Activities	$86,907	$122,851	$83,191	$80,366	$84,460

Capital Expenditures

(In Thousands)	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
Capital Expenditures	$10,026	$10,715	$12,116	$16,171	$14,165

• Capital expenditures for 2016 are expected to be approximately $50 million.

Cash and Short-Term Investments

(In Thousands)	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
Cash and Short-Term Investments	$711,195	$711,184	$906,717	$704,318	$532,836

• Approximately 32 percent of our cash and short-term investments were in the U.S. at quarter-end.

October 24, 2016 Cadence Q3 2016 Financial Results 4

Cadence Design Systems, Inc.

Stock Repurchase

(In Thousands, Except Share Price)	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
Share Repurchase	$120,059	$120,054	$240,000	$240,100	$240,096
Number of Shares	5,856	5,510	11,556	10,026	9,596
Average Share Price	$20.50	$21.79	$20.77	$23.95	$25.02

• Since Q3 of 2015, under current repurchase program, Cadence has repurchased a total of 42.5 million shares for $960 million, representing approximately 15% of shares outstanding on July 4, 2015.

Employees

	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016
Headcount	6,567	6,664	6,786	6,945	7,113

• Headcount increased by 168 positions from Q2 to Q3 due to hiring in R&D and technical field positions.

October 24, 2016 Cadence Q3 2016 Financial Results 5

Cadence Design Systems, Inc.

Forward Looking Statements

The statements in this CFO Commentary contain forward-looking statements based on current expectations or beliefs and preliminary assumptions about future events 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 electronic design automation product and the commercial electronic design and methodology services industries; (ii) the success of Cadence’s efforts to improve operational efficiency and growth; (iii) the mix of products and services sold and the timing of significant orders for Cadence’s products; (iv) change in customer demands, including those resulting from consolidation among Cadence’s customers and the possibility that the restructurings and other efforts to improve operational efficiency of Cadence’s customers could result in delays in purchases of Cadence’s products and services; (v) economic and industry conditions in regions in which Cadence does business; (vi) fluctuations in rates of exchange between the U.S. dollar and the currencies of other countries in which Cadence does business; (vii) capital expenditure requirements, legislative or regulatory requirements, interest rates and Cadence’s ability to access capital and debt markets; (viii) the acquisition of other companies or technologies or the failure to successfully integrate and operate these companies or technologies Cadence acquires, including the potential inability to retain customers, key employees or vendors; (ix) the effects of Cadence’s efforts to improve operational efficiency in its business, including strategic, customer and supplier relationships, and its ability to retain key employees; (x) events that affect the reserves or settlement assumptions Cadence may take from time to time with respect to accounts receivable, taxes, litigation or other matters; and (xi) the effects of any litigation or other proceedings to which Cadence is or may become a party.

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 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.

Cadence and the Cadence logo are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.

October 24, 2016 Cadence Q3 2016 Financial Results 6

Cadence Design Systems, Inc.

APPENDIX

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

Reconciliation of GAAP Total Expenses to Non-GAAP Total Expenses

(In Thousands)	Q3 2015		Q4 2015		Q1 2016		Q2 2016		Q3 2016
GAAP total costs and expenses	$355,862		$359,239		$389,826		$386,115		$379,378
Reconciling items to non-GAAP total costs & expenses
Amortization of acquired intangibles	(15,794	)	(15,826	)	(16,443	)	(15,083	)	(14,482	)
Stock-based compensation expense	(24,117	)	(24,660	)	(24,632	)	(25,356	)	(29,998	)
Non-qualified deferred compensation (expenses) credits	1,508		(575	)	83		(359	)	(921	)
Restructuring and other (charges) credits	(303	)	(347	)	(14,586	)	74		(101	)
Acquisition and integration-related costs	(948	)	(1,596	)	(804	)	(7,190	)	(1,841	)
Special charges *	—		(916	)	—		—		—
Non-GAAP total costs and expenses†	$316,208		$315,319		$333,444		$338,201		$332,035

† 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.

* Comprised of executive severance costs.

October 24, 2016 Cadence Q3 2016 Financial Results 7

Cadence Design Systems, Inc.

Reconciliation of GAAP Operating Margin as Percent of Total Revenue to Non-GAAP Operating Margin as Percent of Total Revenue

	Q3 2015	Q4 2015	Q1 2016	Q2 2016	Q3 2016	Forecast Q4 2016
GAAP operating margin as percent of total revenue	18%	19%	13%	15%	15%	~15%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Amortization of acquired intangibles	4%	4%	4%	3%	3%	3%
Stock-based compensation expense	5%	6%	6%	6%	7%	6%
Non-qualified deferred compensation expenses (credits)	0%	0%	0%	0%	0%	0%
Restructuring and other charges (credits)	0%	0%	3%	0%	0%	3%
Acquisition and integration-related costs	0%	0%	0%	1%	1%	0%
Special charges *	0%	0%	0%	0%	0%	0%
Non-GAAP operating margin as percent of total revenue†	27%	29%	26%	25%	26%	~27%

† 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.

* Comprised of executive severance costs.

	2014	2015	Forecast 2016
GAAP operating margin as percent of total revenue	13%	17%	~14%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Amortization of acquired intangibles	4%	4%	3%
Stock-based compensation expense	5%	5%	6%
Non-qualified deferred compensation expenses (credits)	0%	0%	0%
Restructuring and other charges	0%	0%	2%
Acquisition and integration-related costs	2%	1%	1%
Special charges *	1%	0%	0%
Non-GAAP operating margin as percent of total revenue†	25%	27%	~26%

† 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.

* Comprised of costs related to a voluntary retirement program and executive severance costs.

October 24, 2016 Cadence Q3 2016 Financial Results 8

Cadence Design Systems, Inc.

Reconciliation of GAAP Diluted Net Income Per Share to Non-GAAP Diluted Net Income Per Share

(In Thousands, Except Per Share Data)	Q3 2015		Q4 2015		Q1 2016		Q2 2016		Q3 2016		Forecast Q4 2016
Diluted net income per share on a GAAP basis	$0.25		$0.26		$0.17		$0.17		$0.23		$0.18 - $0.20
Amortization of acquired intangibles	0.05		0.05		0.05		0.05		0.05		0.05
Stock-based compensation expense	0.08		0.08		0.08		0.09		0.10		0.11
Non-qualified deferred compensation expenses (credits)	(0.01	)	—		—		—		—		—
Restructuring and other charges (credits)	—		—		0.05		—		—		0.04
Acquisition and integration-related costs	—		0.01		—		0.02		0.01		—
Special charges *	—		—		—		—		—		—
Other income or expense related to investments and non-qualified deferred compensation plan assets **	—		—		(0.01	)	—		—		—
Income tax effect of non-GAAP adjustments	(0.09	)	(0.09	)	(0.06	)	(0.04	)	(0.09	)	(0.06	)
Diluted net income per share on a non-GAAP basis †	$0.28		$0.31		$0.28		$0.29		$0.30		$0.32 - $0.34
Shares used in calculation of diluted net income per share - GAAP ***	313,186		310,512		303,434		295,201		287,473
Shares used in calculation of diluted net income per share - non-GAAP ***	313,186		310,512		303,434		295,201		287,473

† 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.

* Comprised of executive severance costs.

** Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.

*** Shares used in the calculation of GAAP net income per share are expected to be the same as shares used in the calculation of non-GAAP net income per share, except when the company reports a GAAP net loss and non-GAAP net income, or GAAP net income and a non-GAAP net loss.

October 24, 2016 Cadence Q3 2016 Financial Results 9

Cadence Design Systems, Inc.

Reconciliation of GAAP Diluted Net Income Per Share to Non-GAAP Diluted Net Income Per Share

(In Thousands, Except Per Share Data)	2012		2013		2014		2015		Forecast 2016
Diluted net income per share on a GAAP basis	$1.57		$0.56		$0.52		$0.81		$0.74 - $0.76
Amortization of acquired intangibles	0.10		0.15		0.20		0.21		0.21
Stock-based compensation expense	0.17		0.23		0.27		0.30		0.37
Non-qualified deferred compensation expenses (credits)	0.02		0.01		0.01		—		—
Restructuring and other charges	—		0.06		0.03		0.01		0.09
Acquisition and integration-related costs	0.03		0.11		0.08		0.03		0.04
Special charges *	—		—		0.04		—		—
Amortization of debt discount on convertible notes	0.07		0.08		0.06		0.02		—
Other income or expense related to investments and non-qualified deferred compensation plan assets **	(0.02	)	(0.02	)	(0.01	)	(0.01	)	(0.01	)
Income tax benefit due to a release of an uncertain tax position	—		(0.11	)	—		—		—
Income tax benefit of valuation allowance release	(0.78	)	—		—		—		—
Income tax benefit of State of California settlement	(0.13	)	—		—		—		—
Acquisition-related income tax benefit	(0.05	)	—		—		—		—
Income tax effect of non-GAAP adjustments	(0.21	)	(0.21	)	(0.26	)	(0.28	)	(0.25	)
Diluted net income per share on a non-GAAP basis †	$0.77		$0.86		$0.94		$1.09		$1.19 - $1.21
Shares used in calculation of diluted net income per share - GAAP ***	280,667		294,564		306,775		312,302
Shares used in calculation of diluted net income per share - non-GAAP ***	280,667		294,564		306,775		312,302

† 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.

* Comprised of costs related to a voluntary retirement program and executive severance costs.

** Includes, as applicable, equity in losses or income from investments, write-down of investments, gains or losses on non-qualified deferred compensation plan assets recorded in other income or expense.

*** Shares used in the calculation of GAAP net income per share are expected to be the same as shares used in the calculation of non-GAAP net income per share, except when the company reports a GAAP net loss and non-GAAP net income, or GAAP net income and a non-GAAP net loss.

October 24, 2016 Cadence Q3 2016 Financial Results 10

Cadence Design Systems, Inc.

Reconciliation of GAAP Total Other Income and Expense to Non-GAAP Total Other Income and Expense

		Previous	Current
(In Millions)	FY 2015A	FY 2016E	FY 2016E
GAAP total other income and expense	$(17.8)	$(17) - $(11)	$(14) - $(11)
Reconciling items to non-GAAP total income and expense
Other income or expense related to investments and non-qualified deferred compensation plan assets*	(2.0)	(3)	(4)
Amortization of debt discount on convertible notes	(7.5)	—	—
Non-GAAP total other income and expense†	$(12.3)	$(20) - $(14)	$(18) - $(15)

† 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 non-qualified deferred compensation plan assets recorded in other income or expense.

October 24, 2016 Cadence Q3 2016 Financial Results 11