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): April 27, 2005

CADENCE DESIGN SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10606	77-0148231
(State or other jurisdiction	(Commission file number)	(I.R.S. Employer
of incorporation)		Identification Number)

2655 Seely Avenue, Building 5	95134
San Jose, California	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (408) 943-1234

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))

TABLE OF CONTENTS

	Item 2.02. Results of Operations and Financial Condition.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition.

     The financial results of Cadence Design Systems, Inc. (“Cadence”) for the first quarter of 2005, ended April 2, 2005, are provided in Exhibit 99.1 and incorporated by reference herein.

     The presentation of Cadence’s first quarter 2005 financial results included in this Current Report on Form 8-K is qualified by a detailed discussion of associated material risks set forth in Cadence’s filings with the Securities and Exchange Commission. These include Cadence’s Annual Report on Form 10-K for the year ended January 1, 2005.

     The information in this report shall be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superceded by information as of a subsequent date that is included in or incorporated by reference into such registration statement. The information in this report shall be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

     (c)     Exhibits

Exhibit

Description

99.1

Cadence Design Systems, Inc. financial results for the quarter ended April 2, 2005. This exhibit shall be deemed incorporated by reference into any registration statement heretofore or hereafter filed under the Securities Act of 1933, as amended, except to the extent that such information is superceded by information as of a subsequent date that is included in or incorporated by reference into such registration statement. The information in this report shall be treated as filed for purposes of the Securities Exchange Act of 1934, as amended.

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: April 27, 2005
	CADENCE DESIGN SYSTEMS, INC.
	By:	/s/ William Porter
		William Porter
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit	Description
99.1	Cadence Design Systems, Inc. financial results for the quarter ended April 2, 2005.

EX-99.1

Exhibit 99.1

Cadence Design Systems, Inc.
Condensed Consolidated Balance Sheets
April 2, 2005 and January 1, 2005
(In thousands)

	April 2, 2005		January 1, 2005
	(Unaudited)
Current Assets:
Cash and cash equivalents	$	656,820	$	448,517
Short-term investments		26,507		144,491
Receivables, net of allowances of $11,026 and $12,734, respectively		289,076		384,114
Inventories		19,774		20,481
Prepaid expenses and other		79,900		72,312
Total current assets		1,072,077		1,069,915
Property, plant and equipment, net		386,583		390,367
Goodwill		1,013,040		995,065
Acquired intangibles, net		171,977		195,655
Installment contract receivables, net		99,556		96,038
Other assets		232,942		242,799
Total Assets	$	2,976,175	$	2,989,839
Current Liabilities:
Accounts payable and accrued liabilities	$	229,649	$	277,992
Current portion of deferred revenue		253,837		270,966
Total current liabilities		483,486		548,958
Long-term Liabilities:
Long-term portion of deferred revenue		18,863		20,847
Convertible notes		420,000		420,000
Other long-term liabilities		308,597		300,064
Total long-term liabilities		747,460		740,911
Stockholders’ Equity		1,745,229		1,699,970
Total Liabilities and Stockholders’ Equity	$	2,976,175	$	2,989,839

Cadence Design Systems, Inc.
Condensed Consolidated Statements of Operations
For the Quarters Ended April 2, 2005 and April 3, 2004
(In thousands, except per share amounts)
(Unaudited)

	Quarters Ended
	April 2, 2005			April 3, 2004
Revenue:
Product	$	173,409		$	154,737
Services		32,443			32,364
Maintenance		86,685			78,623
Total revenue		292,537			265,724
Costs and Expenses:
Cost of product		21,933			18,514
Cost of services		22,488			23,099
Cost of maintenance		14,267			13,705
Marketing and sales		79,694			81,223
Research and development		90,386			87,151
General and administrative		25,933			20,004
Amortization of acquired intangibles		10,611			15,910
Deferred compensation expense		11,357			4,033
Restructuring and other charges		17,489			5,435
Total costs and expenses		294,158			269,074
Loss from operations		(1,621	)		(3,350	)
Interest expense		(1,381	)		(1,557	)
Other income (expense), net		4,507			(6,318	)
Income (loss) before provision (benefit) for income taxes		1,505			(11,225	)
Provision (benefit) for income taxes		482			(2,470	)
Net income (loss)	$	1,023		$	(8,755	)
Basic net income (loss) per share	$	0.00		$	(0.03	)
Diluted net income (loss) per share	$	0.00		$	(0.03	)
Weighted average common shares outstanding		274,201			271,477
Weighted average common and potential common shares outstanding-assuming dilution		307,354			271,477

Cadence Design Systems, Inc.
Condensed Consolidated Statements of Cash Flows
For the Three Months Ended April 2, 2005 and April 3, 2004
(In thousands)
(Unaudited)

	Quarter Ended
	April 2,			April 3,
	2005			2004
Cash and Cash Equivalents at Beginning of Period	$	448,517		$	309,175
Cash Flows from Operating Activities:
Net income (loss)		1,023			(8,755	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		44,354			45,359
Deferred compensation		11,357			4,033
Equity in loss from investments, net		2,446			6,263
Gain on investments, net		(10,161	)		(683	)
Write-down of investment securities		6,193			1,924
Non-cash restructuring and other charges		1,352			—
Tax benefits from employee stock transactions		—			435
Deferred income taxes		(2,591	)		—
Proceeds from the sale of receivables		40,933			5,149
Provisions for losses on trade accounts receivable and sales returns		(1,774	)		1,000
Other non-cash items		—			676
Changes in operating assets and liabilities, net of effect of acquired and disposed businesses:
Receivables		80,851			8,316
Inventories		707			(9,114	)
Prepaid expenses and other		(1,807	)		(2,024	)
Installment contract receivables		(35,147	)		20,194
Other assets		407			5,309
Accounts payable and accrued liabilities		(60,552	)		(14,554	)
Deferred revenue		(15,595	)		1,000
Other long-term liabilities		4,997			(4,868	)
Net cash provided by operating activities		66,993			59,660
Cash Flows from Investing Activities:
Proceeds from sale of available-for-sale securities		9,953			3,557
Proceeds from sale of short-term investments		289,225			167,380
Purchases of short-term investments		(180,975	)		(213,030	)
Proceeds from the sale of long-term investments		4,607			3,328
Purchases of property, plant and equipment		(19,587	)		(17,829	)
Purchases of software licenses		—			(650	)
Investment in venture capital partnerships and equity investments		(2,430	)		(5,653	)
Cash paid in business combinations		(1,411	)		—
Net cash provided by (used for) investing activities		99,382			(62,897	)
Cash Flows from Financing Activities:
Principal payments on capital leases		(27	)		(212	)
Payment of convertible notes issuance costs		—			(2,081	)
Proceeds from issuance of common stock		39,589			40,361
Net cash provided by financing activities		39,562			38,068
Effect of exchange rate changes on cash and cash equivalents		2,366			1,894
Increase in cash and cash equivalents		208,303			36,725
Cash and Cash Equivalents at End of Period	$	656,820		$	345,900

Cadence Design Systems, Inc.
(Unaudited)

Revenue Mix by Geography (% of Total Revenue)

	2003															2004															2005
GEOGRAPHY	Q1			Q2			Q3			Q4			Year			Q1			Q2			Q3			Q4			Year			Q1
North America		55	%		54	%		59	%		64	%		58	%		53	%		57	%		56	%		45	%		52	%		46	%
Europe		17	%		15	%		19	%		16	%		17	%		16	%		19	%		20	%		30	%		22	%		16	%
Japan		20	%		22	%		13	%		13	%		17	%		22	%		14	%		15	%		14	%		16	%		30	%
Asia		8	%		9	%		9	%		7	%		8	%		9	%		10	%		9	%		11	%		10	%		8	%
Total		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Revenue Mix by Product Group (% of Total Revenue)

	2003															2004															2005
PRODUCT GROUP	Q1			Q2			Q3			Q4			Year			Q1			Q2			Q3			Q4			Year			Q1
Functional Verification		20	%		18	%		18	%		20	%		19	%		20	%		20	%		18	%		19	%		19	%		20	%
Digital IC Design		24	%		22	%		27	%		20	%		23	%		25	%		21	%		24	%		27	%		24	%		26	%
Custom IC Design		27	%		28	%		27	%		27	%		27	%		27	%		24	%		27	%		27	%		27	%		24	%
Design for Manufacturing		9	%		10	%		7	%		13	%		10	%		6	%		9	%		12	%		8	%		9	%		9	%
System Interconnect		8	%		9	%		8	%		10	%		9	%		10	%		9	%		8	%		9	%		9	%		10	%
Services & Other		12	%		13	%		13	%		10	%		12	%		12	%		17	%		11	%		10	%		12	%		11	%
Total		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%		100	%

Note: Product Group total revenue includes Product + Maintenance