|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
77-0148231
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
2655 Seely Avenue, Building 5, San Jose, California
|
|
95134
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of Each Class
|
Names of Each Exchange on which Registered
|
Common Stock, $0.01 par value per share
|
NASDAQ Global Select Market
|
Large accelerated filer
|
|
x
|
|
Accelerated filer
|
|
o
|
Non-accelerated filer
|
|
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
o
|
|
|
|
Page
|
PART I.
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 1B.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II.
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
Item 7.
|
||
|
|
|
Item 7A.
|
||
|
|
|
Item 8.
|
||
|
|
|
Item 9.
|
||
|
|
|
Item 9A.
|
||
|
|
|
Item 9B.
|
||
|
|
|
PART III.
|
|
|
|
|
|
Item 10.
|
||
|
|
|
Item 11.
|
||
|
|
|
Item 12.
|
||
|
|
|
Item 13
|
||
|
|
|
Item 14.
|
||
|
|
|
PART IV.
|
|
|
|
|
|
Item 15.
|
||
|
|
|
|
•
|
Functional Verification, Hardware and IP;
|
•
|
Custom IC Design;
|
•
|
Digital IC Design;
|
•
|
System Interconnect Design; and
|
•
|
Design for Manufacturing, or DFM.
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
|
(In millions, except percentages)
|
|||||||||||||||||||
Product
|
$
|
839.1
|
|
|
63
|
%
|
|
$
|
640.8
|
|
|
56
|
%
|
|
$
|
471.6
|
|
|
50
|
%
|
Services
|
114.0
|
|
|
9
|
%
|
|
116.7
|
|
|
10
|
%
|
|
100.9
|
|
|
11
|
%
|
|||
Maintenance
|
373.3
|
|
|
28
|
%
|
|
392.3
|
|
|
34
|
%
|
|
363.5
|
|
|
39
|
%
|
|||
Total revenue
|
$
|
1,326.4
|
|
|
|
|
$
|
1,149.8
|
|
|
|
|
$
|
936.0
|
|
|
|
•
|
Licenses for software products and Design IP;
|
•
|
Maintenance on hardware and software products;
|
•
|
Bookings for the sale of hardware products that have expected delivery dates after
December 29, 2012
and prior to
March 30, 2013
;
|
•
|
Leases of hardware products;
|
•
|
Licenses with payments that are outside our customary terms; and
|
•
|
The undelivered portion of engineering services contracts.
|
•
|
SoC design and verification;
|
•
|
High-performance IC packaging, SiP and PCB design;
|
•
|
System‑level modeling and verification and hardware/software co-verification; and
|
•
|
VIP and Design IP.
|
Name
|
|
Age
|
|
Positions and Offices
|
|
Lip-Bu Tan
|
|
53
|
|
|
President, Chief Executive Officer and Director
|
Geoffrey G. Ribar
|
|
54
|
|
|
Senior Vice President and Chief Financial Officer
|
James J. Cowie
|
|
48
|
|
|
Senior Vice President, General Counsel and Secretary
|
Chi-Ping Hsu
|
|
57
|
|
|
Senior Vice President, Research and Development
|
Charlie Huang
|
|
49
|
|
|
Senior Vice President, Worldwide Field Operations
|
Martin N. Lund
|
|
45
|
|
|
Senior Vice President, Research and Development
|
Nimish H. Modi
|
|
50
|
|
|
Senior Vice President, Research and Development
|
•
|
Changes in the design and manufacturing of ICs, including migration to advanced process nodes and the introduction of three dimensional transistors, such as fin-based, multigate transistors, or FinFETs, present major challenges to the semiconductor industry, particularly in IC design, design automation, design of manufacturing equipment, and the manufacturing process itself. With migration to advanced process nodes, the industry must adapt to more complex physics and manufacturing challenges such as the need to draw features on silicon that are many times smaller than the wavelength of light used to draw the features via lithography. Models of each component's electrical properties and behavior also become more complex as do requisite analysis, design, verification and manufacturing capabilities. Novel design tools and methodologies must be invented and enhanced quickly to remain competitive in the design of electronics in the smallest nanometer ranges.
|
•
|
The challenges of advanced node design are leading some customers to work with more mature, less risky manufacturing processes that may reduce their need to upgrade or enhance their EDA products and design flows.
|
•
|
The ability to design SoCs increases the complexity of managing a design that, at the lowest level, is represented by billions of shapes on fabrication masks. In addition, SoCs typically incorporate microprocessors and digital signal processors that are programmed with software, requiring simultaneous design of the IC and the related software embedded on the IC.
|
•
|
With the availability of seemingly endless gate capacity, there is an increase in design reuse, or the combining of off-the-shelf design IP with custom logic to create ICs or SoCs. The unavailability of a broad range of high-quality design IP (including our own) that can be reliably incorporated into a customer's design with our software products and services could lead to reduced demand for our products and services.
|
•
|
Increased technological capability of the Field-Programmable Gate Array, or FPGA, which is a programmable logic chip, creates an alternative to IC implementation for some electronics companies. This could reduce demand for our IC implementation products and services.
|
•
|
A growing number of low-cost engineering services businesses could reduce the need for some IC companies to invest in EDA products.
|
•
|
Adoption of cloud computing technologies with accompanying new business models for an increasing number of software categories, including EDA.
|
•
|
Announcements of our quarterly operating results and revenue and earnings forecasts that fail to meet or are inconsistent with earlier projections or the expectations of our securities analysts or investors;
|
•
|
Changes in our forecasted bookings, revenue or earnings estimates;
|
•
|
Market conditions in the IC, electronics systems and semiconductor industries;
|
•
|
Announcements of a restructuring plan;
|
•
|
Changes in management;
|
•
|
A gain or loss of a significant customer or market segment share;
|
•
|
Material litigation; and
|
•
|
Announcements of new products or acquisitions of new technologies by us, our competitors or our customers.
|
•
|
The development by others of competitive EDA products or platforms and engineering services, possibly resulting in a shift of customer preferences away from our products and services and significantly decreased revenue;
|
•
|
Decisions by electronics manufacturers to perform engineering services internally, rather than purchase these services from outside vendors due to budget constraints or excess engineering capacity;
|
•
|
The challenges of developing (or acquiring externally developed) technology solutions, including hardware offerings, that are adequate and competitive in meeting the rapidly evolving requirements of next-generation design challenges;
|
•
|
The significant number of current and potential competitors in the EDA industry and the low cost of entry;
|
•
|
Intense competition to attract acquisition targets, possibly making it more difficult for us to acquire companies or technologies at an acceptable price, or at all;
|
•
|
The combination of two or more of our EDA competitors or collaboration among many EDA companies to deliver more comprehensive offerings than they could individually; and
|
•
|
Aggressive pricing competition by some of our competitors may cause us to lose our competitive position, which could result in lower revenues or profitability and could adversely impact our ability to realize the revenue and profitability forecasts for our software or hardware systems products.
|
•
|
The adoption or expansion of government trade restrictions, including tariffs and other trade barriers;
|
•
|
Limitations on repatriation of earnings;
|
•
|
Limitations on the conversion of foreign currencies;
|
•
|
Reduced protection of intellectual property rights in some countries;
|
•
|
Performance of national economies;
|
•
|
Longer collection periods for receivables and greater difficulty in collecting accounts receivable;
|
•
|
Difficulties in managing foreign operations;
|
•
|
Political and economic instability;
|
•
|
Unexpected changes in regulatory requirements;
|
•
|
Inability to continue to offer competitive compensation in certain growing regions; and
|
•
|
United States' and other governments' licensing requirements for exports, which may lengthen the sales cycle or restrict or prohibit the sale or licensing of certain products.
|
•
|
The failure to realize anticipated benefits such as cost savings and revenue enhancements;
|
•
|
The failure to retain key employees of the acquired business;
|
•
|
Difficulties in combining previously separate businesses into a single unit;
|
•
|
The substantial diversion of management's attention from day-to-day business when evaluating and negotiating these transactions and integrating an acquired business;
|
•
|
The discovery, after completion of the acquisition, of unanticipated liabilities assumed from the acquired business or of assets acquired, such that we cannot realize the anticipated value of the acquisition;
|
•
|
Difficulties related to integrating the products of an acquired business in, for example, distribution, engineering, licensing models and customer support areas;
|
•
|
Unanticipated costs;
|
•
|
Customer dissatisfaction with existing license agreements with us, possibly dissuading them from licensing or buying products acquired by us after the effective date of the license; and
|
•
|
The failure to understand and compete effectively in markets where we have limited experience.
|
•
|
Pay damages (including the potential for treble damages), license fees or royalties (including royalties for past periods) to the party claiming infringement;
|
•
|
Stop licensing products or providing services that use the challenged intellectual property;
|
•
|
Obtain a license from the owner of the infringed intellectual property to sell or use the relevant technology, which license may not be available on reasonable terms, or at all; or
|
•
|
Redesign the challenged technology, which could be time consuming and costly, or not be accomplished.
|
•
|
The timing of customers' competitive evaluation processes; or
|
•
|
Customers' budgetary constraints and budget cycles.
|
•
|
Changes in tax laws or the interpretation of such tax laws, including potential United States and international tax reforms;
|
•
|
Earnings being lower than anticipated in countries where we are taxed at lower rates as compared to the United States federal and state statutory tax rates;
|
•
|
An increase in expenses not deductible for tax purposes, including certain stock-based compensation and impairment of goodwill;
|
•
|
Changes in the valuation allowance against our deferred tax assets;
|
•
|
Changes in judgment from the evaluation of new information that results in a recognition, derecognition or change in measurement of a tax position taken in a prior period;
|
•
|
Increases to interest or penalty expenses classified in the financial statements as income taxes;
|
•
|
New accounting standards or interpretations of such standards;
|
•
|
A change in our decision to indefinitely reinvest foreign earnings outside the United States; or
|
•
|
Results of tax examinations by the Internal Revenue Service, or IRS, and state and foreign tax authorities.
|
•
|
Loss of customers;
|
•
|
Loss of market share;
|
•
|
Failure to attract new customers or achieve market acceptance;
|
•
|
Diversion of development resources to resolve the problem;
|
•
|
Loss of or delay in revenue;
|
•
|
Increased service costs; and
|
•
|
Liability for damages.
|
•
|
Our certificate of incorporation allows our Board of Directors to issue, at any time and without stockholder approval, preferred stock with such terms as it may determine. No shares of preferred stock are currently outstanding. However, the rights of holders of any of our preferred stock that may be issued in the future may be superior to the rights of holders of our common stock.
|
•
|
Section 203 of the Delaware General Corporation Law generally prohibits a Delaware corporation from engaging in any business combination with a person owning 15% or more of its voting stock, or who is affiliated with the corporation and owned 15% or more of its voting stock at any time within three years prior to the proposed business combination, for a period of three years from the date the person became a 15% owner, unless specified conditions are met.
|
•
|
$350.0 million
related to our 2.625% cash convertible senior notes due 2015, or our 2015 Notes;
|
•
|
$144.5 million
related to our 1.500% convertible senior notes due December 15, 2013, or our 2013 Notes; and
|
•
|
$0.2 million
related to our zero coupon zero yield senior convertible notes due 2023, or our 2023 Notes.
|
•
|
Make it difficult for us to satisfy our payment obligations on our debt as described above;
|
•
|
Make us more vulnerable in the event of a downturn in our business;
|
•
|
Reduce funds available for use in our operations or for developments or acquisitions of new technologies;
|
•
|
Make it difficult for us to incur additional debt or obtain any necessary financing in the future for working capital, capital expenditures, debt service, acquisitions or general corporate purposes;
|
•
|
Impose additional operating or financial covenants on us;
|
•
|
Limit our flexibility in planning for or reacting to changes in our business; or
|
•
|
Place us at a possible competitive disadvantage relative to less leveraged competitors and competitors that have greater access to capital resources.
|
2012
|
High
|
|
Low
|
||||
Fourth Quarter
|
$
|
13.61
|
|
|
$
|
11.61
|
|
Third Quarter
|
13.79
|
|
|
10.83
|
|
||
Second Quarter
|
12.16
|
|
|
9.73
|
|
||
First Quarter
|
12.60
|
|
|
9.84
|
|
||
|
|
|
|
||||
2011
|
|
|
|
||||
Fourth Quarter
|
$
|
11.72
|
|
|
$
|
8.71
|
|
Third Quarter
|
10.86
|
|
|
8.09
|
|
||
Second Quarter
|
11.07
|
|
|
8.96
|
|
||
First Quarter
|
10.28
|
|
|
8.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
12/29/2007
|
|
|
1/3/2009
|
|
|
1/2/2010
|
|
|
1/1/2011
|
|
|
12/31/2011
|
|
|
12/29/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Cadence Design Systems, Inc.
|
|
100.00
|
|
|
22.55
|
|
|
35.17
|
|
|
48.50
|
|
|
61.07
|
|
|
78.92
|
|
NASDAQ Composite
|
|
100.00
|
|
|
59.03
|
|
|
82.25
|
|
|
97.32
|
|
|
98.63
|
|
|
110.78
|
|
S&P 400 Information Technology
|
|
100.00
|
|
|
54.60
|
|
|
82.76
|
|
|
108.11
|
|
|
95.48
|
|
|
109.88
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
1/3/2009
|
|
|
1/2/2010
|
|
|
1/1/2011
|
|
|
12/31/2011
|
|
|
12/29/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cadence Design Systems, Inc.
|
|
100.00
|
|
|
155.99
|
|
|
215.10
|
|
|
270.83
|
|
|
350.00
|
|
NASDAQ Composite
|
|
100.00
|
|
|
139.32
|
|
|
164.84
|
|
|
167.06
|
|
|
187.66
|
|
S&P 400 Information Technology
|
|
100.00
|
|
|
151.58
|
|
|
198.02
|
|
|
174.88
|
|
|
201.26
|
|
Period
|
Total Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
Per Share
|
|
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plan or Program
|
|
Maximum Dollar
Value of Shares that
May Yet
Be Purchased Under
Publicly Announced
Plan or Program
(1)
(In millions)
|
||||||
September 30, 2012 – November 3, 2012
|
9,050
|
|
|
$
|
12.67
|
|
|
—
|
|
|
$
|
814.4
|
|
November 4, 2012 – December 1, 2012
|
138,294
|
|
|
$
|
12.78
|
|
|
—
|
|
|
$
|
814.4
|
|
December 2, 2012 – December 29, 2012
|
4,272
|
|
|
$
|
13.40
|
|
|
—
|
|
|
$
|
814.4
|
|
Total
|
151,616
|
|
|
$
|
12.79
|
|
|
—
|
|
|
|
(1)
|
Shares purchased that were not part of our publicly announced repurchase programs represent employee surrender of shares of restricted stock to satisfy employee income tax withholding obligations due upon vesting, and do not reduce the dollar value that may yet be purchased under our publicly announced repurchase programs.
|
|
Five fiscal years ended December 29, 2012
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
2008
|
||||||||||
|
(In millions, except per share amounts)
|
||||||||||||||||||
Revenue
(1)
|
$
|
1,326.4
|
|
|
$
|
1,149.8
|
|
|
$
|
936.0
|
|
|
$
|
852.6
|
|
|
$
|
1,038.6
|
|
Income (loss) from operations
(1) (2) (3)
|
211.7
|
|
|
120.4
|
|
|
(29.0
|
)
|
|
(123.6
|
)
|
|
(1,573.3
|
)
|
|||||
Net income (loss)
(1) (2) (3) (4)
|
439.9
|
|
|
72.2
|
|
|
126.5
|
|
|
(149.9
|
)
|
|
(1,856.7
|
)
|
|||||
Net income (loss) per share-assuming dilution
(1) (2) (3) (4)
|
1.57
|
|
|
0.27
|
|
|
0.48
|
|
|
(0.58
|
)
|
|
(7.30
|
)
|
|||||
Total assets
(2)
|
2,287.0
|
|
|
1,761.3
|
|
|
1,732.1
|
|
|
1,410.6
|
|
|
1,679.9
|
|
|||||
Convertible notes
|
447.0
|
|
|
426.0
|
|
|
549.7
|
|
|
436.0
|
|
|
416.6
|
|
|||||
Stockholders' equity
(2)
|
915.2
|
|
|
411.1
|
|
|
276.7
|
|
|
108.4
|
|
|
186.7
|
|
•
|
We have persuasive evidence of an arrangement with a customer;
|
•
|
Delivery has occurred;
|
•
|
The fee for the arrangement is considered to be fixed or determinable at the outset of the arrangement; and
|
•
|
Collectibility of the fee is probable.
|
•
|
Identifying a triggering event that arises from a change in circumstances;
|
•
|
Forecasting future operating results; and
|
•
|
Estimating the proceeds, if any, from the disposition of long-lived or intangible asset group.
|
•
|
Level 1
- Quoted prices for identical instruments in active markets;
|
•
|
Level 2
- Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
|
•
|
Level 3
- Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
•
|
An increase in the aggregate amount of our product and maintenance revenue, primarily because of a general increase in the annualized values of software contracts with our customers and an increase in the sale and lease of our hardware products;
|
•
|
An increase in the cost of hardware products sold, primarily during fiscal 2011, as compared to fiscal 2010, driven by increases in the sale and lease of our hardware products;
|
•
|
An increase in employee-related costs, primarily consisting of costs related to hiring additional employees during fiscal 2012 and incremental costs related to employees added from our acquisition of Sigrity, Inc., or Sigrity, during fiscal 2012 and employees added from our fiscal 2011 acquisitions;
|
•
|
An increase in variable compensation due to increased revenue, bookings and operating performance;
|
•
|
Net recoveries of amounts in our allowance for doubtful accounts recorded during fiscal 2010 and, to a lesser extent, fiscal 2011, from collection of certain receivables that had previously been reserved;
|
•
|
The agreements we reached in February 2011 to settle our derivative and securities litigation and the associated $15.8 million litigation charge we recorded during fiscal 2010; and
|
•
|
Benefits for income taxes in fiscal 2012 and 2010 related to the following:
|
•
|
During fiscal 2012, the release of the valuation allowance for a significant portion of our United States deferred tax assets based on our determination that it is more likely than not that we will realize these deferred tax assets in future periods and from the effective settlement of the California Franchise Tax Board, or FTB, examination of our tax returns for the 2001 through 2003 tax years; and
|
•
|
During fiscal 2010, the effective settlement of the IRS examination of our federal income tax returns for the tax years 2000 through 2002 and the release of valuation allowance for our United States deferred tax assets that resulted from the increase in deferred tax liabilities from the intangible assets acquired with Denali during fiscal 2010.
|
•
|
Competitiveness of our new technology; and
|
•
|
Size, duration, timing, terms and type of:
|
•
|
Contract renewals with existing customers;
|
•
|
Additional sales to existing customers; and
|
•
|
Sales to new customers.
|
|
|
|
|
|
Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||||||
Product
|
$
|
839.1
|
|
|
$
|
640.8
|
|
|
$
|
471.6
|
|
|
$
|
198.3
|
|
|
31
|
%
|
|
$
|
169.2
|
|
|
36
|
%
|
Services
|
114.0
|
|
|
116.7
|
|
|
100.9
|
|
|
(2.7
|
)
|
|
(2
|
)%
|
|
15.8
|
|
|
16
|
%
|
|||||
Maintenance
|
373.3
|
|
|
392.3
|
|
|
363.5
|
|
|
(19.0
|
)
|
|
(5
|
)%
|
|
28.8
|
|
|
8
|
%
|
|||||
Total revenue
|
$
|
1,326.4
|
|
|
$
|
1,149.8
|
|
|
$
|
936.0
|
|
|
$
|
176.6
|
|
|
15
|
%
|
|
$
|
213.8
|
|
|
23
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Functional Verification, Hardware and IP
|
30
|
%
|
|
30
|
%
|
|
24
|
%
|
Custom IC Design
|
23
|
%
|
|
22
|
%
|
|
26
|
%
|
Digital IC Design
|
23
|
%
|
|
22
|
%
|
|
23
|
%
|
System Interconnect Design
|
9
|
%
|
|
9
|
%
|
|
9
|
%
|
Design for Manufacturing
|
6
|
%
|
|
7
|
%
|
|
7
|
%
|
Services and other
|
9
|
%
|
|
10
|
%
|
|
11
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||
|
(In millions, except percentages)
|
|
|
|
|
||||||||||||||||||||
United States
|
$
|
567.6
|
|
|
$
|
489.4
|
|
|
$
|
382.7
|
|
|
$
|
78.2
|
|
|
16
|
%
|
|
$
|
106.7
|
|
|
28
|
%
|
Other Americas
|
23.0
|
|
|
25.1
|
|
|
22.2
|
|
|
(2.1
|
)
|
|
(8
|
)%
|
|
2.9
|
|
13
|
%
|
||||||
Europe, Middle East and Africa
|
262.4
|
|
|
234.9
|
|
|
207.2
|
|
|
27.5
|
|
|
12
|
%
|
|
27.7
|
|
13
|
%
|
||||||
Japan
|
218.7
|
|
|
204.4
|
|
|
165.2
|
|
|
14.3
|
|
|
7
|
%
|
|
39.2
|
|
24
|
%
|
||||||
Asia
|
254.7
|
|
|
196.0
|
|
|
158.7
|
|
|
58.7
|
|
|
30
|
%
|
|
37.3
|
|
24
|
%
|
||||||
Total revenue
|
$
|
1,326.4
|
|
|
$
|
1,149.8
|
|
|
$
|
936.0
|
|
|
$
|
176.6
|
|
|
15
|
%
|
|
$213.8
|
|
23
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
United States
|
43
|
%
|
|
43
|
%
|
|
41
|
%
|
Other Americas
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Europe, Middle East and Africa
|
20
|
%
|
|
20
|
%
|
|
22
|
%
|
Japan
|
16
|
%
|
|
18
|
%
|
|
18
|
%
|
Asia
|
19
|
%
|
|
17
|
%
|
|
17
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Change
|
||||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||||||
Product
|
$
|
73.4
|
|
|
$
|
69.7
|
|
|
$
|
31.4
|
|
|
$
|
3.7
|
|
|
5
|
%
|
|
$
|
38.3
|
|
|
122
|
%
|
Services
|
72.6
|
|
|
81.5
|
|
|
83.0
|
|
|
(8.9
|
)
|
|
(11
|
)%
|
|
(1.5
|
)
|
|
(2
|
)%
|
|||||
Maintenance
|
45.1
|
|
|
44.0
|
|
|
42.1
|
|
|
1.1
|
|
|
3
|
%
|
|
1.9
|
|
|
5
|
%
|
|||||
Total cost of revenue
|
$
|
191.1
|
|
|
$
|
195.2
|
|
|
$
|
156.5
|
|
|
$
|
(4.1
|
)
|
|
(2
|
)%
|
|
$
|
38.7
|
|
|
25
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Product
|
9
|
%
|
|
11
|
%
|
|
7
|
%
|
Services
|
64
|
%
|
|
70
|
%
|
|
82
|
%
|
Maintenance
|
12
|
%
|
|
11
|
%
|
|
12
|
%
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||
|
(In millions, except percentages)
|
|
|
|
|
||||||||||||||||||||
Product-related costs
|
$
|
60.4
|
|
|
$
|
59.2
|
|
|
$
|
25.8
|
|
|
$
|
1.2
|
|
|
2
|
%
|
|
$
|
33.4
|
|
|
129
|
%
|
Amortization of acquired intangibles
|
13.0
|
|
|
10.5
|
|
|
5.6
|
|
|
2.5
|
|
|
24
|
%
|
|
4.9
|
|
|
88
|
%
|
|||||
Total cost of product
|
$
|
73.4
|
|
|
$
|
69.7
|
|
|
$
|
31.4
|
|
|
$
|
3.7
|
|
|
5
|
%
|
|
$
|
38.3
|
|
|
122
|
%
|
|
Change
|
||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||
|
(In millions)
|
||||||
Hardware costs
|
$
|
0.5
|
|
|
$
|
31.0
|
|
Amortization of acquired intangibles
|
2.5
|
|
|
4.9
|
|
||
Other individually insignificant items
|
0.7
|
|
|
2.4
|
|
||
|
$
|
3.7
|
|
|
$
|
38.3
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||||||
Marketing and sales
|
$
|
342.3
|
|
|
$
|
323.8
|
|
|
$
|
305.6
|
|
|
$
|
18.5
|
|
|
6
|
%
|
|
$
|
18.2
|
|
|
6
|
%
|
Research and development
|
454.1
|
|
|
400.7
|
|
|
376.4
|
|
|
53.4
|
|
|
13
|
%
|
|
24.3
|
|
|
6
|
%
|
|||||
General and administrative
|
112.1
|
|
|
92.9
|
|
|
86.4
|
|
|
19.2
|
|
|
21
|
%
|
|
6.5
|
|
|
8
|
%
|
|||||
|
$
|
908.5
|
|
|
$
|
817.4
|
|
|
$
|
768.4
|
|
|
$
|
91.1
|
|
|
11
|
%
|
|
$
|
49.0
|
|
|
6
|
%
|
|
2012
|
|
2011
|
|
2010
|
|||
Marketing and sales
|
26
|
%
|
|
28
|
%
|
|
33
|
%
|
Research and development
|
34
|
%
|
|
35
|
%
|
|
40
|
%
|
General and administrative
|
8
|
%
|
|
8
|
%
|
|
9
|
%
|
Operating expenses
|
68
|
%
|
|
71
|
%
|
|
82
|
%
|
|
Change
|
||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||
|
(In millions)
|
||||||
Salary, benefits and other employee-related costs
|
$
|
18.4
|
|
|
$
|
22.3
|
|
Marketing programs and events
|
0.1
|
|
|
(3.5
|
)
|
||
Executive and other severance
|
(3.1
|
)
|
|
2.5
|
|
||
Other individually insignificant items
|
3.1
|
|
|
(3.1
|
)
|
||
|
$
|
18.5
|
|
|
$
|
18.2
|
|
|
Change
|
||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||
|
(In millions)
|
||||||
Salary, benefits and other employee-related costs
|
$
|
46.8
|
|
|
$
|
23.8
|
|
Professional engineering services
|
5.1
|
|
|
—
|
|
||
Stock-based compensation
|
3.0
|
|
|
0.2
|
|
||
Facilities and other infrastructure costs
|
(0.4
|
)
|
|
(3.4
|
)
|
||
Executive and other severance
|
(2.2
|
)
|
|
2.2
|
|
||
Other individually insignificant items
|
1.1
|
|
|
1.5
|
|
||
|
$
|
53.4
|
|
|
$
|
24.3
|
|
|
Change
|
||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||
|
(In millions)
|
||||||
Salary, benefits and other employee-related costs
|
$
|
8.7
|
|
|
$
|
3.4
|
|
Net reductions in recoveries of allowance for doubtful accounts
|
6.8
|
|
|
9.9
|
|
||
Professional services
|
4.2
|
|
|
(2.4
|
)
|
||
Stock-based compensation
|
1.5
|
|
|
(0.5
|
)
|
||
Other individually insignificant items
|
(2.0
|
)
|
|
(3.9
|
)
|
||
|
$
|
19.2
|
|
|
$
|
6.5
|
|
|
|
|
|
|
|
|
Change
|
||||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||||||||
|
(In millions, except percentages)
|
||||||||||||||||||||||||
Amortization of acquired intangibles
|
$
|
15.1
|
|
|
$
|
16.5
|
|
|
$
|
14.2
|
|
|
$
|
(1.4
|
)
|
|
(8
|
)%
|
|
$
|
2.3
|
|
|
16
|
%
|
|
Change
|
||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||
|
(In millions)
|
||||||
Increase due to additions of acquired intangibles
|
$
|
0.6
|
|
|
$
|
4.4
|
|
Decrease due to completed amortization of acquired intangibles
|
(2.0
|
)
|
|
(2.1
|
)
|
||
|
$
|
(1.4
|
)
|
|
$
|
2.3
|
|
|
Severance
and
Benefits
|
|
Excess
Facilities
|
|
Other
|
|
Total
|
||||||||
|
(In millions)
|
||||||||||||||
Fiscal 2012
|
$
|
—
|
|
|
$
|
0.1
|
|
|
$
|
—
|
|
|
$
|
0.1
|
|
Fiscal 2011
|
(0.9
|
)
|
|
1.3
|
|
|
—
|
|
|
0.4
|
|
||||
Fiscal 2010
|
5.2
|
|
|
1.2
|
|
|
3.8
|
|
|
10.2
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Contractual cash interest expense:
|
|
|
|
|
|
||||||
2011 Notes
|
$
|
—
|
|
|
$
|
2.0
|
|
|
$
|
2.7
|
|
2013 Notes
|
2.1
|
|
|
2.1
|
|
|
2.9
|
|
|||
2015 Notes
|
9.2
|
|
|
9.2
|
|
|
5.0
|
|
|||
Amortization of debt discount:
|
|
|
|
|
|
||||||
2011 Notes
|
—
|
|
|
6.8
|
|
|
8.6
|
|
|||
2013 Notes
|
6.3
|
|
|
5.9
|
|
|
7.5
|
|
|||
2015 Notes
|
14.8
|
|
|
13.7
|
|
|
7.0
|
|
|||
Amortization of deferred financing costs:
|
|
|
|
|
|
||||||
2011 Notes
|
—
|
|
|
0.7
|
|
|
0.8
|
|
|||
2013 Notes
|
0.4
|
|
|
0.4
|
|
|
0.5
|
|
|||
2015 Notes
|
1.9
|
|
|
1.9
|
|
|
0.9
|
|
|||
Other
|
—
|
|
|
0.3
|
|
|
0.4
|
|
|||
Total interest expense
|
$
|
34.7
|
|
|
$
|
43.0
|
|
|
$
|
36.3
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions)
|
||||||||||
Interest income
|
$
|
1.5
|
|
|
$
|
1.3
|
|
|
$
|
1.2
|
|
Gains on sale of marketable debt and equity securities, net
|
0.1
|
|
|
8.0
|
|
|
0.1
|
|
|||
Gains on sale of non-marketable equity investments
|
2.9
|
|
|
8.3
|
|
|
4.9
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(5.7
|
)
|
|||
Gains (losses) on securities in Cadence's non-qualified deferred compensation trust
|
4.5
|
|
|
(0.5
|
)
|
|
2.6
|
|
|||
Gains on foreign exchange
|
3.3
|
|
|
0.7
|
|
|
0.4
|
|
|||
Write-down of non-marketable investments
|
(1.1
|
)
|
|
—
|
|
|
(1.5
|
)
|
|||
Other income, net
|
0.1
|
|
|
0.3
|
|
|
0.5
|
|
|||
Total other income, net
|
$
|
11.3
|
|
|
$
|
18.1
|
|
|
$
|
2.5
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In millions, except percentages)
|
||||||||||
Provision (benefit) for income taxes
|
$
|
(251.7
|
)
|
|
$
|
23.2
|
|
|
$
|
(189.3
|
)
|
Effective tax rate
|
(133.7
|
)%
|
|
24.3
|
%
|
|
301.6
|
%
|
•
|
Tax benefit from the release of year-end valuation allowance of
$219.6 million
against our United States deferred tax assets;
|
•
|
Tax benefit of
$36.7 million
from the effective settlement of the State of California FTB's examination of our tax returns from 2001 through 2003;
|
•
|
Tax benefit from the release of
$14.8 million
of valuation allowance against our United States deferred tax assets due to the acquisition of intangible assets held by Sigrity during fiscal 2012, partially offset by;
|
•
|
Tax expense related to certain of our foreign subsidiaries; and
|
•
|
Excess tax benefit from employee stock compensation that was allocated to equity.
|
|
As of
|
|
Change
|
||||||||||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1, 2011
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash, cash equivalents and short-term investments
|
$
|
827.1
|
|
|
$
|
604.6
|
|
|
$
|
570.1
|
|
|
$
|
222.5
|
|
|
$
|
34.5
|
|
Net working capital
|
$
|
174.0
|
|
|
$
|
48.6
|
|
|
$
|
181.9
|
|
|
$
|
125.4
|
|
|
$
|
(133.3
|
)
|
|
Change
|
||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||
|
(In millions)
|
||||||
Increase in cash and cash equivalents
|
$
|
124.8
|
|
|
$
|
44.2
|
|
Increase (decrease) in short-term investments
|
97.7
|
|
|
(9.7
|
)
|
||
Increase (decrease) in prepaid expenses and other
|
62.8
|
|
|
(14.1
|
)
|
||
Decrease (increase) in current portion of deferred revenue
|
44.6
|
|
|
(3.0
|
)
|
||
(Increase) decrease in accounts payable and accrued liabilities
|
(5.5
|
)
|
|
51.1
|
|
||
(Decrease) increase in inventories
|
(7.1
|
)
|
|
4.2
|
|
||
Decrease in receivables, net
|
(39.0
|
)
|
|
(55.1
|
)
|
||
Increase in current portion of convertible notes
|
(153.0
|
)
|
|
(150.8
|
)
|
||
Other individually insignificant items
|
0.1
|
|
|
(0.1
|
)
|
||
|
$
|
125.4
|
|
|
$
|
(133.3
|
)
|
|
|
|
Change
|
||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash provided by operating activities
|
$
|
316.0
|
|
|
$
|
240.3
|
|
|
$
|
199.1
|
|
|
$
|
75.7
|
|
|
$
|
41.2
|
|
|
Change
|
||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||
|
(In millions)
|
||||||
Net income, net of non-cash related gains and losses
|
$
|
138.5
|
|
|
$
|
10.8
|
|
Changes in operating assets and liabilities, net of effect of acquired businesses
|
(62.8
|
)
|
|
30.4
|
|
||
|
$
|
75.7
|
|
|
$
|
41.2
|
|
|
|
|
Change
|
||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash used for investing activities
|
$
|
(201.2
|
)
|
|
$
|
(56.5
|
)
|
|
$
|
(285.1
|
)
|
|
$
|
(144.7
|
)
|
|
$
|
228.6
|
|
|
Change
|
||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||
|
(In millions)
|
||||||
Purchases of available-for-sale securities
|
$
|
(121.2
|
)
|
|
$
|
—
|
|
Cash paid in business combinations and asset acquisitions, net of cash acquired
|
(22.4
|
)
|
|
214.8
|
|
||
Proceeds from the sale of long-term investments
|
(9.7
|
)
|
|
(0.5
|
)
|
||
Purchases of property, plant and equipment
|
(4.5
|
)
|
|
3.4
|
|
||
Proceeds from the sale of available-for-sale securities
|
8.5
|
|
|
9.8
|
|
||
Proceeds from the maturity of available-for-sale securities
|
4.2
|
|
|
—
|
|
||
Investment in venture capital partnerships and equity investments
|
0.4
|
|
|
2.4
|
|
||
Proceeds from the sale of property, plant and equipment
|
—
|
|
|
(0.9
|
)
|
||
Other individually insignificant items
|
—
|
|
|
(0.4
|
)
|
||
|
$
|
(144.7
|
)
|
|
$
|
228.6
|
|
|
|
|
Change
|
||||||||||||||||
|
2012
|
|
2011
|
|
2010
|
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Cash provided by (used for) financing activities
|
$
|
15.8
|
|
|
$
|
(144.8
|
)
|
|
$
|
59.9
|
|
|
$
|
160.6
|
|
|
$
|
(204.7
|
)
|
|
Change
|
||||||
|
2012 vs. 2011
|
|
2011 vs. 2010
|
||||
|
(In millions)
|
||||||
Payments of 2011 Notes and 2013 Notes
|
$
|
150.0
|
|
|
$
|
42.4
|
|
Proceeds from the issuance of common stock
|
13.0
|
|
|
6.1
|
|
||
Tax effect related to employee stock transactions allocated to equity
|
0.5
|
|
|
15.0
|
|
||
Proceeds from issuance of 2015 Notes, net of issuance costs
|
—
|
|
|
(339.5
|
)
|
||
Proceeds from sale of 2015 Warrants
|
—
|
|
|
(37.5
|
)
|
||
Purchases of treasury stock
|
—
|
|
|
40.0
|
|
||
Purchase of 2015 Notes Hedges
|
—
|
|
|
76.6
|
|
||
Other individually insignificant items
|
(2.9
|
)
|
|
(7.8
|
)
|
||
|
$
|
160.6
|
|
|
$
|
(204.7
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less
Than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More
Than 5 Years
|
||||||||||
|
(In millions)
|
||||||||||||||||||
Operating lease obligations
|
$
|
73.0
|
|
|
$
|
20.0
|
|
|
$
|
28.2
|
|
|
$
|
14.4
|
|
|
$
|
10.4
|
|
Purchase obligations
(1)
|
43.6
|
|
|
32.1
|
|
|
11.2
|
|
|
0.3
|
|
|
—
|
|
|||||
2023 Notes
(2)
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2013 Notes
|
144.5
|
|
|
144.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
2015 Notes
(3)
|
350.0
|
|
|
350.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contractual interest payments
|
28.9
|
|
|
12.1
|
|
|
15.3
|
|
|
1.5
|
|
|
—
|
|
|||||
Current income tax payable and unrecognized tax benefits
|
2.3
|
|
|
2.3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term contractual obligations
(4)
|
71.1
|
|
|
—
|
|
|
58.8
|
|
|
1.8
|
|
|
10.5
|
|
|||||
Total
|
$
|
713.6
|
|
|
$
|
561.2
|
|
|
$
|
113.5
|
|
|
$
|
18.0
|
|
|
$
|
20.9
|
|
|
Notional
Principal
|
|
Weighted
Average
Contract
Rate
|
|||
|
(In millions)
|
|
|
|||
Forward Contracts:
|
|
|
|
|||
Japanese yen
|
$
|
65.9
|
|
|
84.50
|
|
European Union euro
|
40.4
|
|
|
0.77
|
|
|
Indian rupee
|
21.2
|
|
|
54.66
|
|
|
Canadian dollar
|
13.1
|
|
|
0.99
|
|
|
Chinese renminbi
|
8.7
|
|
|
6.28
|
|
|
Israeli shekel
|
7.3
|
|
|
3.81
|
|
|
Other
|
12.5
|
|
|
N/A
|
|
|
Total
|
$
|
169.1
|
|
|
|
|
Estimated fair value
|
$
|
1.7
|
|
|
|
|
Shares
|
|
|
(In millions)
|
|
$11.00
|
0.9
|
|
$12.00
|
4.7
|
|
$13.00
|
7.9
|
|
$14.00
|
10.7
|
|
$15.00
|
13.0
|
|
$16.00
|
15.1
|
|
$17.00
|
17.0
|
|
$18.00
|
18.6
|
|
$19.00
|
20.1
|
|
$20.00
|
21.4
|
|
|
|
2012
|
|
2011
|
||||||||||||||||||||||||||||
|
|
4
th
|
|
3
rd
|
|
2
nd
|
|
1
st
|
|
4
th
|
|
3
rd
|
|
2
nd
|
|
1
st
|
||||||||||||||||
|
|
(In thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Revenue
|
|
$
|
345,585
|
|
|
$
|
338,533
|
|
|
$
|
326,476
|
|
|
$
|
315,830
|
|
|
$
|
308,006
|
|
|
$
|
292,457
|
|
|
$
|
283,270
|
|
|
$
|
266,102
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cost of revenue
|
|
43,790
|
|
|
51,270
|
|
|
49,477
|
|
|
46,586
|
|
|
48,765
|
|
|
49,818
|
|
|
51,406
|
|
|
45,167
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income
(1)
|
|
313,874
|
|
|
58,584
|
|
|
36,386
|
|
|
31,104
|
|
|
10,892
|
|
|
28,106
|
|
|
26,908
|
|
|
6,323
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income per share - basic
(1)
|
|
1.15
|
|
|
0.22
|
|
|
0.13
|
|
|
0.12
|
|
|
0.04
|
|
|
0.11
|
|
|
0.10
|
|
|
0.02
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net income per share - diluted
(1)
|
|
1.10
|
|
|
0.21
|
|
|
0.13
|
|
|
0.11
|
|
|
0.04
|
|
|
0.10
|
|
|
0.10
|
|
|
0.02
|
|
|
Page
|
|
(a) 1. Financial Statements
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
(a) 2. Financial Statement Schedules
|
|
|
|
|
|
|
||
|
|
|
|
All other schedules are omitted because they are not required or the required information is shown in the consolidated financial statements or notes thereto.
|
|
|
|
|
|
|
|
|
2012
|
|
2011
|
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
726,357
|
|
|
$
|
601,602
|
|
Short-term investments
|
100,704
|
|
|
3,037
|
|
||
Receivables, net of allowances of $85 and $0, respectively
|
97,821
|
|
|
136,772
|
|
||
Inventories
|
36,163
|
|
|
43,243
|
|
||
2015 notes hedges
|
303,154
|
|
|
215,113
|
|
||
Prepaid expenses and other
|
127,036
|
|
|
64,216
|
|
||
Total current assets
|
1,391,235
|
|
|
1,063,983
|
|
||
Property, plant and equipment, net
|
244,439
|
|
|
262,517
|
|
||
Goodwill
|
233,266
|
|
|
192,125
|
|
||
Acquired intangibles, net
|
184,938
|
|
|
173,234
|
|
||
Long-term receivables
|
7,559
|
|
|
11,371
|
|
||
Other assets
|
225,566
|
|
|
58,039
|
|
||
Total assets
|
$
|
2,287,003
|
|
|
$
|
1,761,269
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Convertible notes
|
$
|
447,011
|
|
|
$
|
294,061
|
|
2015 notes embedded conversion derivative
|
303,154
|
|
|
215,113
|
|
||
Accounts payable and accrued liabilities
|
171,318
|
|
|
165,791
|
|
||
Current portion of deferred revenue
|
295,787
|
|
|
340,401
|
|
||
Total current liabilities
|
1,217,270
|
|
|
1,015,366
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term portion of deferred revenue
|
50,529
|
|
|
73,959
|
|
||
Convertible notes
|
—
|
|
|
131,920
|
|
||
Other long-term liabilities
|
104,033
|
|
|
128,894
|
|
||
Total long-term liabilities
|
154,562
|
|
|
334,773
|
|
||
Commitments and contingencies (Notes 4, 6, 15 and 17)
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
||||
Preferred stock - $0.01 par value; authorized 400 shares, none issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock - 0.01 par value; authorized 600,000 shares; issued and outstanding shares: 280,644 as of December 29, 2012; 272,680 as of December 31, 2011
|
1,721,556
|
|
|
1,733,884
|
|
||
Treasury stock, at cost; 25,394 shares as of December 29, 2012; 33,358 shares as of December 31, 2011
|
(200,786
|
)
|
|
(290,462
|
)
|
||
Accumulated deficit
|
(649,549
|
)
|
|
(1,083,245
|
)
|
||
Accumulated other comprehensive income
|
43,950
|
|
|
50,953
|
|
||
Total stockholders' equity
|
915,171
|
|
|
411,130
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,287,003
|
|
|
$
|
1,761,269
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Product
|
$
|
839,129
|
|
|
$
|
640,836
|
|
|
$
|
471,598
|
|
Services
|
113,995
|
|
|
116,692
|
|
|
100,891
|
|
|||
Maintenance
|
373,300
|
|
|
392,307
|
|
|
363,465
|
|
|||
Total revenue
|
1,326,424
|
|
|
1,149,835
|
|
|
935,954
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of product
|
73,392
|
|
|
69,657
|
|
|
31,421
|
|
|||
Cost of services
|
72,607
|
|
|
81,498
|
|
|
82,968
|
|
|||
Cost of maintenance
|
45,124
|
|
|
44,001
|
|
|
42,054
|
|
|||
Marketing and sales
|
342,278
|
|
|
323,798
|
|
|
305,558
|
|
|||
Research and development
|
454,085
|
|
|
400,745
|
|
|
376,413
|
|
|||
General and administrative
|
112,076
|
|
|
92,863
|
|
|
86,394
|
|
|||
Amortization of acquired intangibles
|
15,077
|
|
|
16,536
|
|
|
14,160
|
|
|||
Restructuring and other charges
|
113
|
|
|
360
|
|
|
10,152
|
|
|||
Litigation charges
|
—
|
|
|
—
|
|
|
15,800
|
|
|||
Total costs and expenses
|
1,114,752
|
|
|
1,029,458
|
|
|
964,920
|
|
|||
Income (loss) from operations
|
211,672
|
|
|
120,377
|
|
|
(28,966
|
)
|
|||
Interest expense
|
(34,742
|
)
|
|
(43,025
|
)
|
|
(36,343
|
)
|
|||
Other income, net
|
11,341
|
|
|
18,074
|
|
|
2,541
|
|
|||
Income (loss) before provision (benefit) for income taxes
|
188,271
|
|
|
95,426
|
|
|
(62,768
|
)
|
|||
Provision (benefit) for income taxes
|
(251,677
|
)
|
|
23,197
|
|
|
(189,306
|
)
|
|||
Net income
|
$
|
439,948
|
|
|
$
|
72,229
|
|
|
$
|
126,538
|
|
Net income per share – basic
|
$
|
1.63
|
|
|
$
|
0.27
|
|
|
$
|
0.49
|
|
Net income per share – diluted
|
$
|
1.57
|
|
|
$
|
0.27
|
|
|
$
|
0.48
|
|
Weighted average common shares outstanding – basic
|
270,479
|
|
|
263,892
|
|
|
260,787
|
|
|||
Weighted average common shares outstanding – diluted
|
280,667
|
|
|
270,816
|
|
|
265,871
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
$
|
439,948
|
|
|
$
|
72,229
|
|
|
$
|
126,538
|
|
Other comprehensive income, net of tax effects:
|
|
|
|
|
|
||||||
Foreign currency translation gain (loss)
|
(5,337
|
)
|
|
2,731
|
|
|
7,667
|
|
|||
Changes in unrealized holding gains or losses on available-for-sale securities, net of reclassification adjustment for realized gains and losses
|
(905
|
)
|
|
(5,140
|
)
|
|
6,438
|
|
|||
Changes in defined benefit plan liabilities
|
(761
|
)
|
|
306
|
|
|
(4,319
|
)
|
|||
Total other comprehensive income (loss), net of tax effects
|
(7,003
|
)
|
|
(2,103
|
)
|
|
9,786
|
|
|||
Comprehensive income
|
$
|
432,945
|
|
|
$
|
70,126
|
|
|
$
|
136,324
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|||||||||||||
|
|
|
Par Value
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||
|
|
|
and Capital
|
|
|
|
|
|
Other
|
|
|
|||||||||||
|
|
|
in Excess
|
|
Treasury
|
|
Accumulated
|
|
Comprehensive
|
|
|
|||||||||||
|
Shares
|
|
of Par
|
|
Stock
|
|
Deficit
|
|
Income
|
|
Total
|
|||||||||||
Balance, January 2, 2010
|
268,649
|
|
|
$
|
1,674,396
|
|
|
$
|
(431,310
|
)
|
|
$
|
(1,177,983
|
)
|
|
$
|
43,270
|
|
|
$
|
108,373
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
126,538
|
|
|
—
|
|
|
126,538
|
|
|||||
Other comprehensive income, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,786
|
|
|
9,786
|
|
|||||
Purchase of treasury stock
|
(6,493
|
)
|
|
—
|
|
|
(39,997
|
)
|
|
—
|
|
|
—
|
|
|
(39,997
|
)
|
|||||
Issuance of common stock and reissuance of treasury stock under equity incentive plans, net of forfeitures
|
6,201
|
|
|
(26,116
|
)
|
|
127,157
|
|
|
(87,408
|
)
|
|
—
|
|
|
13,633
|
|
|||||
Stock received for payment of employee taxes on vesting of restricted stock
|
(1,241
|
)
|
|
(794
|
)
|
|
(8,940
|
)
|
|
—
|
|
|
—
|
|
|
(9,734
|
)
|
|||||
Proceeds from sale of 2015 warrants
|
—
|
|
|
37,450
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37,450
|
|
|||||
Proceeds from termination of 2011 notes hedges and 2013 notes hedges
|
—
|
|
|
311
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
311
|
|
|||||
Extinguishment of equity component related to the repurchase of 2011 notes and 2013 notes
|
—
|
|
|
(5,617
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,617
|
)
|
|||||
Tax effect related to employee stock transactions allocated to equity
|
—
|
|
|
(9,917
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,917
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
43,180
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,180
|
|
|||||
Unrecognized tax benefit adjustment
|
—
|
|
|
2,648
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,648
|
|
|||||
Balance, January 1, 2011
|
267,116
|
|
|
$
|
1,715,541
|
|
|
$
|
(353,090
|
)
|
|
$
|
(1,138,853
|
)
|
|
$
|
53,056
|
|
|
$
|
276,654
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
72,229
|
|
|
—
|
|
|
72,229
|
|
|||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,103
|
)
|
|
(2,103
|
)
|
|||||
Issuance of common stock and reissuance of treasury stock under equity incentive plans, net of forfeitures
|
6,804
|
|
|
(38,844
|
)
|
|
75,179
|
|
|
(16,621
|
)
|
|
—
|
|
|
19,714
|
|
|||||
Stock received for payment of employee taxes on vesting of restricted stock
|
(1,240
|
)
|
|
(1,674
|
)
|
|
(12,551
|
)
|
|
—
|
|
|
—
|
|
|
(14,225
|
)
|
|||||
Tax effect related to employee stock transactions allocated to equity
|
—
|
|
|
5,403
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,403
|
|
|||||
Stock options assumed in acquisitions
|
—
|
|
|
1,599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,599
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
43,588
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,588
|
|
|||||
Unrecognized tax benefit adjustment
|
—
|
|
|
8,271
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,271
|
|
|||||
Balance, December 31, 2011
|
272,680
|
|
|
$
|
1,733,884
|
|
|
$
|
(290,462
|
)
|
|
$
|
(1,083,245
|
)
|
|
$
|
50,953
|
|
|
$
|
411,130
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
439,948
|
|
|
—
|
|
|
$
|
439,948
|
|
||||
Other comprehensive loss, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,003
|
)
|
|
$
|
(7,003
|
)
|
||||
Issuance of common stock and reissuance of treasury stock under equity incentive plans, net of forfeitures
|
9,101
|
|
|
(64,384
|
)
|
|
103,323
|
|
|
(6,252
|
)
|
|
—
|
|
|
$
|
32,687
|
|
||||
Stock received for payment of employee taxes on vesting of restricted stock
|
(1,137
|
)
|
|
(2,081
|
)
|
|
(13,647
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(15,728
|
)
|
||||
Tax effect related to employee stock transactions allocated to equity
|
—
|
|
|
6,576
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
6,576
|
|
||||
Stock-based compensation expense
|
—
|
|
|
47,561
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
47,561
|
|
||||
Balance, December 29, 2012
|
280,644
|
|
|
$
|
1,721,556
|
|
|
$
|
(200,786
|
)
|
|
$
|
(649,549
|
)
|
|
$
|
43,950
|
|
|
$
|
915,171
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash and cash equivalents at beginning of year
|
$
|
601,602
|
|
|
$
|
557,409
|
|
|
$
|
569,115
|
|
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
439,948
|
|
|
72,229
|
|
|
126,538
|
|
|||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
89,217
|
|
|
91,648
|
|
|
88,335
|
|
|||
Amortization of debt discount and fees
|
23,513
|
|
|
29,266
|
|
|
25,352
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
5,705
|
|
|||
Stock-based compensation
|
47,561
|
|
|
43,588
|
|
|
43,460
|
|
|||
Gain on investments, net
|
(6,320
|
)
|
|
(15,737
|
)
|
|
(5,984
|
)
|
|||
Non-cash restructuring and other charges
|
252
|
|
|
240
|
|
|
4,086
|
|
|||
Tax impact of convertible notes interest
|
—
|
|
|
8,486
|
|
|
—
|
|
|||
Impairment of property, plant and equipment
|
—
|
|
|
—
|
|
|
491
|
|
|||
Deferred income taxes
|
(240,424
|
)
|
|
(7,811
|
)
|
|
(64,191
|
)
|
|||
Provisions (recoveries) for losses (gains) on receivables, net
|
215
|
|
|
(6,596
|
)
|
|
(17,098
|
)
|
|||
Other non-cash items
|
3,063
|
|
|
3,196
|
|
|
1,039
|
|
|||
Changes in operating assets and liabilities, net of effect of acquired businesses:
|
|
|
|
|
|
||||||
Receivables
|
45,630
|
|
|
76,785
|
|
|
71,375
|
|
|||
Inventories
|
5,245
|
|
|
(6,820
|
)
|
|
(26,528
|
)
|
|||
Prepaid expenses and other
|
(12,426
|
)
|
|
20,053
|
|
|
(22,392
|
)
|
|||
Other assets
|
(4,902
|
)
|
|
(2,220
|
)
|
|
8,604
|
|
|||
Accounts payable and accrued liabilities
|
17,523
|
|
|
(46,950
|
)
|
|
60,281
|
|
|||
Deferred revenue
|
(69,662
|
)
|
|
(13,408
|
)
|
|
62,531
|
|
|||
Other long-term liabilities
|
(22,439
|
)
|
|
(5,607
|
)
|
|
(162,461
|
)
|
|||
Net cash provided by operating activities
|
315,994
|
|
|
240,342
|
|
|
199,143
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of available-for-sale securities
|
(121,154
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of available-for-sale securities
|
18,338
|
|
|
9,793
|
|
|
—
|
|
|||
Proceeds from the maturity of available-for-sale securities
|
4,150
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the sale of short-term investments
|
—
|
|
|
—
|
|
|
317
|
|
|||
Proceeds from the sale of long-term investments
|
74
|
|
|
9,791
|
|
|
10,276
|
|
|||
Proceeds from the sale of property, plant and equipment
|
—
|
|
|
—
|
|
|
900
|
|
|||
Purchases of property, plant and equipment
|
(35,966
|
)
|
|
(31,421
|
)
|
|
(34,782
|
)
|
|||
Investment in venture capital partnerships and equity investments
|
(250
|
)
|
|
(608
|
)
|
|
(3,000
|
)
|
|||
Cash paid in business combinations and asset acquisitions, net of cash acquired
|
(66,432
|
)
|
|
(44,052
|
)
|
|
(258,823
|
)
|
|||
Net cash used for investing activities
|
(201,240
|
)
|
|
(56,497
|
)
|
|
(285,112
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Principal payments on receivable sale financing
|
(5,776
|
)
|
|
(5,842
|
)
|
|
(3,540
|
)
|
|||
Proceeds from issuance of 2015 notes
|
—
|
|
|
—
|
|
|
350,000
|
|
|||
Payment of 2011 notes and 2013 notes
|
—
|
|
|
(150,000
|
)
|
|
(192,364
|
)
|
|||
Payment of debt issuance costs
|
(1,372
|
)
|
|
—
|
|
|
(10,532
|
)
|
|||
Purchase of 2015 notes hedges
|
—
|
|
|
—
|
|
|
(76,635
|
)
|
|||
Proceeds from termination of 2011 and 2013 notes hedges
|
—
|
|
|
—
|
|
|
311
|
|
|||
Proceeds from sale of 2015 warrants
|
—
|
|
|
—
|
|
|
37,450
|
|
|||
Payment of acquisition-related contingent consideration
|
(39
|
)
|
|
—
|
|
|
—
|
|
|||
Tax effect related to employee stock transactions allocated to equity
|
6,061
|
|
|
5,549
|
|
|
(9,458
|
)
|
|||
Proceeds from issuance of common stock
|
32,687
|
|
|
19,714
|
|
|
13,643
|
|
|||
Stock received for payment of employee taxes on vesting of restricted stock
|
(15,728
|
)
|
|
(14,225
|
)
|
|
(8,940
|
)
|
|||
Purchases of treasury stock
|
—
|
|
|
—
|
|
|
(39,997
|
)
|
|||
Net cash provided by (used for) financing activities
|
15,833
|
|
|
(144,804
|
)
|
|
59,938
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(5,832
|
)
|
|
5,152
|
|
|
14,325
|
|
|||
Increase (decrease) in cash and cash equivalents
|
124,755
|
|
|
44,193
|
|
|
(11,706
|
)
|
|||
Cash and cash equivalents at end of year
|
$
|
726,357
|
|
|
$
|
601,602
|
|
|
$
|
557,409
|
|
•
|
Term licenses;
|
•
|
Subscription licenses; and
|
•
|
Perpetual licenses.
|
•
|
Access and use all products delivered at the outset of an arrangement throughout the entire term of the arrangement, generally
two
to
three
years, with no rights to return; and
|
•
|
Remix among the products delivered at the outset of the arrangement, so long as the cumulative contractual value of all products in use does not exceed the total license fee determined at the outset of the arrangement.
|
•
|
Use unspecified additional products that become commercially available during the term of the arrangement; and
|
•
|
Remix into other unspecified additional products that may become available during the term of the arrangement, so long as the cumulative contractual value of all products in use does not exceed the total license fee determined at the outset of the arrangement.
|
•
|
Vendor specific objective evidence of fair value, or VSOE;
|
•
|
Third-party evidence of selling price, or TPE; and
|
•
|
Best estimate of the selling price, or BESP.
|
Computer equipment and related software
|
2-7 years
|
Buildings
|
25-32 years
|
Leasehold and building improvements
|
Shorter of the lease term
or the estimated useful life
|
Furniture and fixtures
|
3-5 years
|
Equipment
|
3-5 years
|
•
|
The nature, frequency and severity of current or cumulative financial reporting income or losses;
|
•
|
Sources of future taxable income;
|
•
|
The expiration dates of the deferred tax assets; and
|
•
|
Tax planning strategies.
|
|
December 29, 2012
|
|
December 31, 2011
|
||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
|
Principal
|
|
Unamortized Discount
|
|
Carrying Value
|
|
Principal
|
|
Unamortized Discount
|
|
Carrying Value
|
||||||||||||
2015 Notes
|
$
|
350,000
|
|
|
$
|
(41,181
|
)
|
|
$
|
308,819
|
|
|
$
|
350,000
|
|
|
$
|
(55,939
|
)
|
|
$
|
294,061
|
|
2013 Notes
|
144,461
|
|
|
(6,447
|
)
|
|
138,014
|
|
|
144,461
|
|
|
(12,719
|
)
|
|
131,742
|
|
||||||
2023 Notes
|
178
|
|
|
—
|
|
|
178
|
|
|
178
|
|
|
—
|
|
|
178
|
|
||||||
Revolving line of credit
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total outstanding debt
|
$
|
494,639
|
|
|
$
|
(47,628
|
)
|
|
$
|
447,011
|
|
|
$
|
494,639
|
|
|
$
|
(68,658
|
)
|
|
$
|
425,981
|
|
|
|
2015 Notes
|
|
|
(In thousands, except percentages)
|
|
|
|
Outstanding principal maturity value – at December 29, 2012
|
|
$350,000
|
|
|
|
Contractual interest rate
|
|
2.625%
|
|
|
|
Contractual maturity date
|
|
June 1, 2015
|
|
|
|
Initial conversion rate
|
|
132.5205 shares of common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $7.55 per share of Cadence common stock.
|
|
|
|
Conversion feature (in addition to principal amount payable in cash)
|
|
Cash to the extent Cadence's stock price exceeds approximately $7.55 per share, calculated based on the applicable conversion rate multiplied by the volume weighted average price of Cadence common stock over a specified period.
|
|
|
|
Early conversion conditions (or the Early Conversion Conditions)
|
|
• Closing stock price greater than $9.81 for at least 20 of the last 30 trading days in a fiscal quarter (convertible only for subsequent quarter);
• Specified corporate transactions; or
• Note trading price falls below a calculated minimum.
|
|
|
|
Conversion immediately preceding maturity
|
|
From March 1, 2015 until the second trading day immediately preceding the maturity date, holders may convert their 2015 Notes at any time into cash as described above under "Conversion feature."
|
|
|
|
Redemption at Cadence's option prior to maturity
|
|
None.
|
|
|
|
Fundamental change put right
|
|
Upon certain fundamental corporate changes prior to maturity, the 2015 Note holders could require Cadence to repurchase their notes for cash equal to the principal amount of the notes plus accrued interest.
|
|
|
|
Make-whole premium
|
|
Upon certain fundamental changes prior to maturity, if Cadence's stock price were between $6.16 and $40.00 per share at that time, the holders of the notes would be entitled to an increase to the conversion rate. This is referred to as a "make-whole premium."
|
|
|
|
Financial covenants
|
|
None.
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands, except percentages)
|
||||||||||
Effective interest rate
|
8.1
|
%
|
|
8.1
|
%
|
|
8.1
|
%
|
|||
|
|
|
|
|
|
||||||
Contractual interest expense
|
$
|
9,157
|
|
|
$
|
9,157
|
|
|
$
|
5,005
|
|
Amortization of debt discount
|
14,758
|
|
|
13,665
|
|
|
7,035
|
|
|||
Total interest expense
|
$
|
23,915
|
|
|
$
|
22,822
|
|
|
$
|
12,040
|
|
|
|
2013 Notes
|
|
|
(In thousands, except percentages)
|
|
|
|
Principal maturity value – at issuance
|
|
$250,000
|
|
|
|
Outstanding principal maturity value – at December 29, 2012
|
|
$144,461
|
|
|
|
Contractual interest rate
|
|
1.500%
|
|
|
|
Contractual maturity date
|
|
December 15, 2013
|
|
|
|
Equity component - included in common stock - at December 29, 2012 and December 31, 2011
|
|
$63,027
|
|
|
|
Initial conversion rate
|
|
47.2813 shares of common stock per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $21.15 per share of Cadence common stock.
|
|
|
|
Conversion feature (in addition to principal amount payable in cash)
|
|
Shares to the extent Cadence's stock price exceeds $21.15 per share, calculated based on the applicable conversion rate multiplied by the volume weighted average price of Cadence common stock over a specified period.
|
|
|
|
Early conversion conditions (or the Early Conversion Conditions)
|
|
• Closing stock price greater than $27.50 for at least 20 of the last 30 trading days in a calendar quarter (convertible only for subsequent quarter);
• Specified corporate transactions; or
• Note trading price falls below calculated minimum.
|
|
|
|
Conversion immediately preceding maturity
|
|
From November 1, 2013, and until the trading day immediately preceding the maturity date, holders may convert their 2013 Notes at any time into cash and Cadence shares as described above under "Conversion feature."
|
|
|
|
Redemption at Cadence's option prior to maturity
|
|
None.
|
|
|
|
Fundamental change put right
|
|
Upon a fundamental change prior to maturity, the 2013 Note holders could require Cadence to repurchase their notes for cash equal to the principal amount of the notes plus accrued interest.
|
|
|
|
Make-whole premium
|
|
Upon certain fundamental changes, prior to maturity, if Cadence's stock price were between $18.00 and $60.00 per share at that time, the holders of the notes would be entitled to an increase to the conversion rate. This is referred to as a "make-whole premium."
|
|
|
|
Financial covenants
|
|
None.
|
|
2011 Notes
|
|
2013 Notes
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Principal amount repurchased
|
$
|
100,000
|
|
|
$
|
105,539
|
|
|
$
|
205,539
|
|
|
|
|
|
|
|
||||||
Amount allocated to:
|
|
|
|
|
|
||||||
Extinguishment of liability component
|
$
|
95,865
|
|
|
$
|
90,881
|
|
|
$
|
186,746
|
|
Extinguishment of equity component
|
2,285
|
|
|
3,333
|
|
|
5,618
|
|
|||
Total cash paid for repurchase
|
$
|
98,150
|
|
|
$
|
94,214
|
|
|
$
|
192,364
|
|
|
2011 Notes
|
|
2013 Notes
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Principal amount repurchased
|
$
|
100,000
|
|
|
$
|
105,539
|
|
|
$
|
205,539
|
|
Unamortized debt discount
|
(6,958
|
)
|
|
(15,780
|
)
|
|
(22,738
|
)
|
|||
Extinguishment of liability component
|
(95,865
|
)
|
|
(90,881
|
)
|
|
(186,746
|
)
|
|||
Related debt issuance costs
|
(676
|
)
|
|
(1,084
|
)
|
|
(1,760
|
)
|
|||
Loss on early extinguishment of debt
|
$
|
(3,499
|
)
|
|
$
|
(2,206
|
)
|
|
$
|
(5,705
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands, except percentages)
|
||||||||||
Effective interest rate
|
6.4
|
%
|
|
6.3
|
%
|
|
6.3
|
%
|
|||
|
|
|
|
|
|
||||||
Contractual interest expense
|
$
|
2,159
|
|
|
$
|
4,119
|
|
|
$
|
5,579
|
|
Amortization of debt discount
|
6,272
|
|
|
12,654
|
|
|
16,055
|
|
|||
Total interest expense
|
$
|
8,431
|
|
|
$
|
16,773
|
|
|
$
|
21,634
|
|
|
|
2010
|
||
|
|
(In thousands)
|
||
Total revenue
|
|
$
|
947,849
|
|
Net income
|
|
$
|
109,828
|
|
|
|
|
|
Fair value as of
|
||||||||
|
|
Maximum payment
|
|
Acquisition Date
|
|
December 29, 2012
|
||||||
|
|
(in thousands)
|
||||||||||
Fiscal 2011 acquisition contingent consideration
|
|
$
|
5,000
|
|
|
$
|
3,521
|
|
|
$
|
4,118
|
|
Fiscal 2010 acquisition contingent consideration
|
|
4,000
|
|
|
858
|
|
|
100
|
|
|
Gross Carrying
Amount
|
||
|
(In thousands)
|
||
Balance as of January 1, 2011
|
$
|
158,893
|
|
Goodwill resulting from acquisitions
|
32,250
|
|
|
Additions due to contingent consideration*
|
1,347
|
|
|
Effect of foreign currency translation
|
(365
|
)
|
|
Balance as of December 31, 2011
|
$
|
192,125
|
|
Goodwill resulting from acquisitions
|
39,680
|
|
|
Additions due to contingent consideration*
|
1,041
|
|
|
Effect of foreign currency translation
|
420
|
|
|
Balance as of December 29, 2012
|
$
|
233,266
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Acquired
Intangibles, Net
|
||||||
|
(In thousands)
|
||||||||||
Existing technology
|
$
|
112,940
|
|
|
$
|
(30,171
|
)
|
|
$
|
82,769
|
|
Agreements and relationships
|
133,764
|
|
|
(37,769
|
)
|
|
95,995
|
|
|||
Distribution rights
|
30,100
|
|
|
(28,595
|
)
|
|
1,505
|
|
|||
Tradenames, trademarks and patents
|
12,485
|
|
|
(7,816
|
)
|
|
4,669
|
|
|||
Total acquired intangibles
|
$
|
289,289
|
|
|
$
|
(104,351
|
)
|
|
$
|
184,938
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Acquired
Intangibles, Net
|
||||||
|
(In thousands)
|
||||||||||
Existing technology
|
$
|
90,433
|
|
|
$
|
(17,119
|
)
|
|
$
|
73,314
|
|
Agreements and relationships
|
118,060
|
|
|
(27,123
|
)
|
|
90,937
|
|
|||
Distribution rights
|
30,100
|
|
|
(25,585
|
)
|
|
4,515
|
|
|||
Tradenames, trademarks and patents
|
26,183
|
|
|
(21,715
|
)
|
|
4,468
|
|
|||
Total acquired intangibles
|
$
|
264,776
|
|
|
$
|
(91,542
|
)
|
|
$
|
173,234
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Cost of product
|
$
|
13,003
|
|
|
$
|
10,480
|
|
|
$
|
5,603
|
|
Cost of maintenance
|
538
|
|
|
—
|
|
|
1,045
|
|
|||
Amortization of acquired intangibles
|
15,077
|
|
|
16,536
|
|
|
14,160
|
|
|||
Total amortization of acquired intangibles
|
$
|
28,618
|
|
|
$
|
27,016
|
|
|
$
|
20,808
|
|
|
(In thousands)
|
||
2013
|
$
|
27,914
|
|
2014
|
25,178
|
|
|
2015
|
24,831
|
|
|
2016
|
24,307
|
|
|
2017
|
23,257
|
|
|
Thereafter
|
59,451
|
|
|
Total estimated amortization expense
|
$
|
184,938
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
United States
|
$
|
61,865
|
|
|
$
|
39,175
|
|
|
$
|
(141,726
|
)
|
Foreign subsidiaries
|
126,406
|
|
|
56,251
|
|
|
78,958
|
|
|||
Total income (loss) before provision (benefit) for income taxes
|
$
|
188,271
|
|
|
$
|
95,426
|
|
|
$
|
(62,768
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(588
|
)
|
|
$
|
(662
|
)
|
|
$
|
(143,045
|
)
|
State and local
|
(36,650
|
)
|
|
1,363
|
|
|
(3,475
|
)
|
|||
Foreign
|
19,409
|
|
|
13,752
|
|
|
24,468
|
|
|||
Total current
|
(17,829
|
)
|
|
14,453
|
|
|
(122,052
|
)
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(203,731
|
)
|
|
(4,937
|
)
|
|
(59,880
|
)
|
|||
State and local
|
(28,894
|
)
|
|
(524
|
)
|
|
(8,523
|
)
|
|||
Foreign
|
(7,799
|
)
|
|
(2,350
|
)
|
|
4,212
|
|
|||
Total deferred
|
(240,424
|
)
|
|
(7,811
|
)
|
|
(64,191
|
)
|
|||
|
|
|
|
|
|
||||||
Tax expense (benefit) allocated to shareholders' equity
|
6,576
|
|
|
16,555
|
|
|
(3,063
|
)
|
|||
|
|
|
|
|
|
||||||
Total provision (benefit) for income taxes
|
$
|
(251,677
|
)
|
|
$
|
23,197
|
|
|
$
|
(189,306
|
)
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Provision computed at federal statutory income tax rate
|
$
|
65,895
|
|
|
$
|
33,400
|
|
|
$
|
(21,968
|
)
|
State and local income tax, net of federal tax effect
|
3,626
|
|
|
6,493
|
|
|
(3,970
|
)
|
|||
Foreign income tax rate differential
|
(39,308
|
)
|
|
(6,676
|
)
|
|
(7,053
|
)
|
|||
Non-deductible share-based compensation costs
|
7,785
|
|
|
1,651
|
|
|
11,129
|
|
|||
Change in deferred tax asset valuation allowance
|
(301,542
|
)
|
|
(3,617
|
)
|
|
(26,550
|
)
|
|||
Tax credits
|
(3,744
|
)
|
|
(12,588
|
)
|
|
(12,495
|
)
|
|||
Repatriation of foreign earnings
|
(2,645
|
)
|
|
708
|
|
|
(407
|
)
|
|||
Non-deductible research and development expense
|
1,968
|
|
|
—
|
|
|
3,199
|
|
|||
Financing arrangements
|
—
|
|
|
—
|
|
|
(1,821
|
)
|
|||
Withholding taxes
|
3,593
|
|
|
3,851
|
|
|
2,778
|
|
|||
Tax settlements, domestic
|
(37,481
|
)
|
|
328
|
|
|
(147,109
|
)
|
|||
Tax settlements, foreign
|
(804
|
)
|
|
(2,451
|
)
|
|
—
|
|
|||
Interest and penalties not included in tax settlements
|
2,552
|
|
|
1,840
|
|
|
7,595
|
|
|||
Increase (decrease) in unrecognized tax benefits not included in tax settlements
|
47,329
|
|
|
933
|
|
|
8,496
|
|
|||
Other
|
1,099
|
|
|
(675
|
)
|
|
(1,130
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
(251,677
|
)
|
|
$
|
23,197
|
|
|
$
|
(189,306
|
)
|
Effective tax rate
|
(134
|
)%
|
|
24
|
%
|
|
302
|
%
|
|
As of
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Tax credit carryforwards
|
$
|
129,724
|
|
|
$
|
133,829
|
|
Intangible assets
|
56,512
|
|
|
70,314
|
|
||
Reserves and accruals
|
50,960
|
|
|
77,325
|
|
||
Capitalized research and development expense for income tax purposes
|
34,046
|
|
|
40,510
|
|
||
Share-based compensation costs
|
20,012
|
|
|
20,661
|
|
||
Operating loss carryforwards
|
24,429
|
|
|
56,330
|
|
||
Deferred income
|
27,237
|
|
|
17,840
|
|
||
Capital loss carryforwards
|
23,026
|
|
|
23,737
|
|
||
Depreciation and amortization
|
8,979
|
|
|
7,058
|
|
||
Investments
|
7,550
|
|
|
7,339
|
|
||
Other
|
4,185
|
|
|
3,723
|
|
||
Total deferred tax assets
|
386,660
|
|
|
458,666
|
|
||
Valuation allowance
|
(74,323
|
)
|
|
(375,864
|
)
|
||
Net deferred tax assets
|
312,337
|
|
|
82,802
|
|
||
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
(70,086
|
)
|
|
(66,878
|
)
|
||
Undistributed foreign earnings
|
(13,113
|
)
|
|
(5,584
|
)
|
||
Other
|
(965
|
)
|
|
(6,700
|
)
|
||
Total deferred tax liabilities
|
(84,164
|
)
|
|
(79,162
|
)
|
||
Total net deferred tax assets
|
$
|
228,173
|
|
|
$
|
3,640
|
|
|
As of
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
|
(Tax Effected - In thousands)
|
||||||
Federal
|
$
|
2,170
|
|
|
$
|
2,343
|
|
California
|
457
|
|
|
457
|
|
•
|
The magnitude and duration of Cadence's current profitability in the United States;
|
•
|
Cadence's four year history of approximately
90%
of the aggregate value of its bookings being of a type that revenue is recurring, or ratable, in nature;
|
•
|
Cadence's existing revenue backlog as of
December 29, 2012
that provides Cadence with an objective source of future revenues to be recognized in fiscal 2013 and subsequent periods; and
|
•
|
Cadence's expectation of having sufficient sources of income in the future to prevent the expiration of deferred tax assets.
|
•
|
State credits and foreign tax credits in foreign jurisdictions that are accumulating at a rate greater than our capacity to utilize the credits;
|
•
|
Federal and foreign deferred tax assets related to investments and capital losses that can only be utilized against gains that are capital in nature; and
|
•
|
Domestic foreign tax credits that have not been recognized for income tax purposes and can only be fully utilized if we have sufficient levels of foreign source income in the future.
|
|
Amount
|
|
Expiration Periods
|
||
|
(in thousands)
|
|
|
||
Federal
|
$
|
21,985
|
|
|
from 2021 through 2031
|
California
|
263,023
|
|
|
from 2013 through 2031
|
|
Other states (tax effected, net of federal benefit)
|
4,466
|
|
|
from 2013 through 2031
|
|
Amount
|
|
Expiration Periods
|
||
|
(in thousands)
|
|
|
||
Federal
(1)
|
$
|
94,213
|
|
|
from 2015 through 2032
|
California
|
32,103
|
|
|
do not expire until utilized
|
|
Other states
|
9,699
|
|
|
from 2013 through 2026
|
|
Foreign
|
8,340
|
|
|
do not expire until utilized
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Unrecognized tax benefits at the beginning of the fiscal year
|
$
|
98,812
|
|
|
$
|
131,545
|
|
|
$
|
324,837
|
|
Gross amount of the increases (decreases) in unrecognized tax benefits of tax positions taken during a prior year
|
2,194
|
|
|
(3,791
|
)
|
|
(130,313
|
)
|
|||
Gross amount of the increases in unrecognized tax benefits as a result of tax positions taken during the current year
|
3,082
|
|
|
1,588
|
|
|
12,052
|
|
|||
Amount of decreases in unrecognized tax benefits relating to settlements with taxing authorities, including the utilization of tax attributes
|
(11,768
|
)
|
|
(30,115
|
)
|
|
(74,890
|
)
|
|||
Reductions to unrecognized tax benefits resulting from the lapse of the applicable statute of limitations
|
(189
|
)
|
|
(421
|
)
|
|
(109
|
)
|
|||
Effect of foreign currency translation
|
247
|
|
|
6
|
|
|
(32
|
)
|
|||
Unrecognized tax benefits at the end of the fiscal year
|
$
|
92,378
|
|
|
$
|
98,812
|
|
|
$
|
131,545
|
|
|
|
|
|
|
|
||||||
Total amounts of unrecognized tax benefits that, if upon resolution of the uncertain tax positions would reduce Cadence's effective tax rate
|
$
|
57,725
|
|
|
75,057
|
|
|
$
|
83,676
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Interest
|
$
|
(11,184
|
)
|
|
$
|
2,173
|
|
|
$
|
(46,268
|
)
|
Penalties
|
(1,862
|
)
|
|
(1,495
|
)
|
|
4,471
|
|
|
As of
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
|
(In thousands)
|
||||||
Interest
|
$
|
24,427
|
|
|
$
|
35,368
|
|
Penalties
|
8,953
|
|
|
11,574
|
|
|
As of
|
||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
|
(In thousands)
|
||||||
Accounts receivable
|
$
|
67,259
|
|
|
$
|
99,686
|
|
Installment contract receivables, short-term
|
30,647
|
|
|
37,086
|
|
||
Long-term receivables
|
7,559
|
|
|
11,371
|
|
||
Total receivables
|
$
|
105,465
|
|
|
$
|
148,143
|
|
Less allowance for doubtful accounts
|
(85
|
)
|
|
—
|
|
||
Total receivables, net
|
$
|
105,380
|
|
|
$
|
148,143
|
|
|
Balance at Beginning of Period
|
|
(Charged to) Credited to Costs and Expenses
|
|
Uncollectible Accounts Written Off, Net
|
|
Balance at End of Period
|
||||||||
|
(In thousands)
|
||||||||||||||
Year ended December 29, 2012
|
$
|
—
|
|
|
$
|
(215
|
)
|
|
$
|
130
|
|
|
$
|
(85
|
)
|
Year ended December 31, 2011
|
$
|
(7,604
|
)
|
|
$
|
6,596
|
|
|
$
|
1,008
|
|
|
$
|
—
|
|
•
|
Level 1
– Quoted prices for identical instruments in active markets;
|
•
|
Level 2
– Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
|
•
|
Level 3
– Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
|
(In thousands)
|
||
Balance as of January 1, 2011
|
$
|
966
|
|
Acquisitions
|
3,521
|
|
|
Adjustments
|
(576
|
)
|
|
Balance as of December 31, 2011
|
$
|
3,911
|
|
Payments
|
(39
|
)
|
|
Adjustments
|
346
|
|
|
Balance as of December 29, 2012
|
$
|
4,218
|
|
|
As of
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
726,357
|
|
|
$
|
601,602
|
|
Short-term investments
|
100,704
|
|
|
3,037
|
|
||
Cash, cash equivalents and short-term investments
|
$
|
827,061
|
|
|
$
|
604,639
|
|
|
As of
|
||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
|
(In thousands)
|
||||||
Cash and interest bearing deposits
|
$
|
160,023
|
|
|
$
|
117,500
|
|
Money market funds
|
566,334
|
|
|
484,102
|
|
||
Total cash and cash equivalents
|
$
|
726,357
|
|
|
$
|
601,602
|
|
|
As of December 29, 2012
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Corporate debt securities
|
$
|
31,313
|
|
|
$
|
57
|
|
|
$
|
(11
|
)
|
|
$
|
31,359
|
|
Bank certificates of deposit
|
27,805
|
|
|
21
|
|
|
—
|
|
|
27,826
|
|
||||
United States Treasury securities
|
23,213
|
|
|
26
|
|
|
—
|
|
|
23,239
|
|
||||
United States government agency securities
|
10,245
|
|
|
13
|
|
|
—
|
|
|
10,258
|
|
||||
Commercial paper
|
5,777
|
|
|
6
|
|
|
—
|
|
|
5,783
|
|
||||
Marketable debt securities
|
98,353
|
|
|
123
|
|
|
(11
|
)
|
|
98,465
|
|
||||
Marketable equity securities
|
1,817
|
|
|
422
|
|
|
—
|
|
|
2,239
|
|
||||
Total short-term investments
|
$
|
100,170
|
|
|
$
|
545
|
|
|
$
|
(11
|
)
|
|
$
|
100,704
|
|
|
As of December 31, 2011
|
||||||||||||||
|
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
Marketable equity securities
|
$
|
1,830
|
|
|
$
|
1,207
|
|
|
$
|
—
|
|
|
$
|
3,037
|
|
Total short-term investments
|
$
|
1,830
|
|
|
$
|
1,207
|
|
|
$
|
—
|
|
|
$
|
3,037
|
|
|
Amortized
Cost
|
|
Fair
Value
|
||||
|
(In thousands)
|
||||||
Due in less than one year
|
$
|
57,447
|
|
|
$
|
57,491
|
|
Due in one to three years
|
40,906
|
|
|
40,974
|
|
||
Total marketable debt securities included in short-term investments
|
$
|
98,353
|
|
|
$
|
98,465
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Gains on sale of marketable debt and equity securities
|
$
|
143
|
|
|
$
|
8,052
|
|
|
$
|
—
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Amortization of premium or discount
|
$
|
(498
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of
|
||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
|
(In thousands)
|
||||||
Cost method
|
$
|
3,038
|
|
|
$
|
6,157
|
|
Equity method
|
4,249
|
|
|
4,303
|
|
||
Total non-marketable investments
|
$
|
7,287
|
|
|
$
|
10,460
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Gains on sale of non-marketable investments
|
$
|
2,895
|
|
|
$
|
8,281
|
|
|
$
|
4,916
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Write-down of cost method investments
|
$
|
1,103
|
|
|
$
|
—
|
|
|
$
|
1,500
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Equity losses from non-marketable investments
|
$
|
65
|
|
|
$
|
136
|
|
|
$
|
133
|
|
|
As of
|
||||||
|
December 29, 2012
|
|
December 31, 2011
|
||||
|
(In thousands)
|
||||||
Inventories:
|
|
|
|
||||
Raw materials
|
$
|
23,654
|
|
|
$
|
24,247
|
|
Finished goods
|
12,509
|
|
|
18,996
|
|
||
Inventories
|
$
|
36,163
|
|
|
$
|
43,243
|
|
|
|
|
|
||||
Prepaid expenses and other:
|
|
|
|
||||
Prepaid expenses and other
|
$
|
68,494
|
|
|
$
|
52,290
|
|
Deferred income taxes
|
58,542
|
|
|
11,926
|
|
||
Prepaid expenses and other
|
$
|
127,036
|
|
|
$
|
64,216
|
|
|
|
|
|
||||
Property, plant and equipment:
|
|
|
|
||||
Computer equipment and related software
|
$
|
541,180
|
|
|
$
|
557,473
|
|
Buildings
|
127,201
|
|
|
127,394
|
|
||
Land
|
61,236
|
|
|
61,208
|
|
||
Leasehold and building improvements
|
82,234
|
|
|
77,006
|
|
||
Furniture and fixtures
|
21,961
|
|
|
43,418
|
|
||
Equipment
|
44,108
|
|
|
47,831
|
|
||
Assets not ready to be placed in service
|
1,969
|
|
|
7,177
|
|
||
Total cost
|
879,889
|
|
|
921,507
|
|
||
Less: Accumulated depreciation and amortization
|
(635,450
|
)
|
|
(658,990
|
)
|
||
Property, plant and equipment, net
|
$
|
244,439
|
|
|
$
|
262,517
|
|
|
|
|
|
||||
Other Assets:
|
|
|
|
||||
Deferred income taxes
|
$
|
171,721
|
|
|
$
|
5,232
|
|
Non-qualified deferred compensation assets
|
24,235
|
|
|
23,889
|
|
||
Non-marketable securities
|
7,287
|
|
|
10,460
|
|
||
Other long-term assets
|
22,323
|
|
|
18,458
|
|
||
Other assets
|
$
|
225,566
|
|
|
$
|
58,039
|
|
|
|
|
|
||||
Accounts payable and accrued liabilities:
|
|
|
|
||||
Payroll and payroll-related accruals
|
$
|
129,956
|
|
|
$
|
108,701
|
|
Accounts payable
|
6,412
|
|
|
3,231
|
|
||
Income taxes payable - current
|
2,305
|
|
|
6,488
|
|
||
Accrued operating liabilities
|
32,645
|
|
|
47,371
|
|
||
Accounts payable and accrued liabilities
|
$
|
171,318
|
|
|
$
|
165,791
|
|
|
|
|
|
||||
Other Long-term Liabilities:
|
|
|
|
||||
Income taxes payable - long-term
|
$
|
51,994
|
|
|
$
|
71,218
|
|
Non-qualified deferred compensation liability
|
24,329
|
|
|
24,057
|
|
||
Long-term acquisition-related holdbacks and payments
|
5,614
|
|
|
3,872
|
|
||
Other long-term liabilities
|
22,096
|
|
|
29,747
|
|
||
Other long-term liabilities
|
$
|
104,033
|
|
|
$
|
128,894
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Stock options
|
$
|
8,752
|
|
|
$
|
8,685
|
|
|
$
|
7,924
|
|
Restricted stock
|
34,838
|
|
|
30,815
|
|
|
31,725
|
|
|||
ESPP
|
3,971
|
|
|
4,088
|
|
|
3,811
|
|
|||
Total stock-based compensation expense
|
$
|
47,561
|
|
|
$
|
43,588
|
|
|
$
|
43,460
|
|
|
|
|
|
|
|
||||||
Income tax benefit
|
$
|
12,453
|
|
|
$
|
1,406
|
|
|
$
|
1,370
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Cost of product
|
$
|
99
|
|
|
$
|
111
|
|
|
$
|
117
|
|
Cost of services
|
1,889
|
|
|
2,105
|
|
|
2,225
|
|
|||
Cost of maintenance
|
1,218
|
|
|
1,357
|
|
|
1,435
|
|
|||
Marketing and sales
|
10,193
|
|
|
10,356
|
|
|
9,765
|
|
|||
Research and development
|
21,516
|
|
|
18,561
|
|
|
18,324
|
|
|||
General and administrative
|
12,646
|
|
|
11,098
|
|
|
11,594
|
|
|||
Total stock-based compensation expense
|
$
|
47,561
|
|
|
$
|
43,588
|
|
|
$
|
43,460
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Dividend yield
|
None
|
|
|
None
|
|
|
None
|
|
|||
Expected volatility
|
46.4
|
%
|
|
44.9
|
%
|
|
45.9
|
%
|
|||
Risk-free interest rate
|
0.79
|
%
|
|
2.18
|
%
|
|
2.45
|
%
|
|||
Expected term (in years)
|
4.6
|
|
|
4.7
|
|
|
4.6
|
|
|||
Weighted-average fair value of options granted
|
$
|
4.57
|
|
|
$
|
3.93
|
|
|
$
|
2.51
|
|
|
|
|
Weighted-
Average
|
|
Weighted-
Average
Remaining
Contractual
Terms
|
|
Aggregate
Intrinsic
|
|||||
|
Shares
|
|
Exercise Price
|
|
(Years)
|
|
Value
|
|||||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||||
Options outstanding as of December 31, 2011
|
22,996
|
|
|
$
|
11.01
|
|
|
|
|
|
||
Granted
|
1,700
|
|
|
$
|
11.63
|
|
|
|
|
|
||
Exercised
|
(2,457
|
)
|
|
$
|
7.78
|
|
|
|
|
|
||
Canceled and forfeited
|
(2,961
|
)
|
|
$
|
16.03
|
|
|
|
|
|
||
Options outstanding as of December 29, 2012
|
19,278
|
|
|
$
|
10.71
|
|
|
3.4
|
|
$
|
71,574
|
|
Options vested as of December 29, 2012
|
15,696
|
|
|
$
|
11.00
|
|
|
2.9
|
|
$
|
57,307
|
|
Options vested as of, and expected to vest after, December 29, 2012
|
19,222
|
|
|
$
|
10.71
|
|
|
3.3
|
|
$
|
71,386
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Intrinsic value of options exercised
|
$
|
11,493
|
|
|
$
|
7,255
|
|
|
$
|
1,435
|
|
Cash received from options exercised
|
$
|
19,119
|
|
|
$
|
6,478
|
|
|
$
|
868
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Stock-based compensation expense related to performance-based grants
|
$
|
3,230
|
|
|
$
|
2,174
|
|
|
$
|
2,541
|
|
|
|
|
Weighted-
Average Grant Date
|
|
Weighted-
Average
Remaining
Vesting
Terms
|
|
Aggregate
Intrinsic
|
|||||
|
Shares
|
|
Fair Value
|
|
(Years)
|
|
Value
|
|||||
|
(In thousands)
|
|
|
|
|
|
(In thousands)
|
|||||
Unvested shares as of December 31, 2011
|
7,827
|
|
|
$
|
8.39
|
|
|
|
|
|
||
Granted
|
6,078
|
|
|
$
|
11.33
|
|
|
|
|
|
||
Vested
|
(4,033
|
)
|
|
$
|
8.02
|
|
|
|
|
|
||
Forfeited
|
(428
|
)
|
|
$
|
9.07
|
|
|
|
|
|
||
Unvested shares as of December 29, 2012
|
9,444
|
|
|
$
|
10.40
|
|
|
1.2
|
|
$
|
126,928
|
|
Unvested shares expected to vest after December 29, 2012
|
8,869
|
|
|
$
|
10.38
|
|
|
1.2
|
|
$
|
119,206
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Fair value of restricted stock realized upon vesting
|
$
|
48,249
|
|
|
$
|
43,756
|
|
|
$
|
28,866
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Dividend yield
|
None
|
|
|
None
|
|
|
None
|
|
|||
Expected volatility
|
31.4
|
%
|
|
38.4
|
%
|
|
39.1
|
%
|
|||
Risk-free interest rate
|
0.12
|
%
|
|
0.17
|
%
|
|
0.19
|
%
|
|||
Expected term (in years)
|
0.5
|
|
|
0.5
|
|
|
0.5
|
|
|||
Weighted-average fair value of options granted
|
$
|
2.78
|
|
|
$
|
2.48
|
|
|
$
|
1.72
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Cadence shares purchased under the ESPP
|
1,548
|
|
|
2,029
|
|
|
2,568
|
|
|||
Cash received for the purchase of shares under the ESPP
|
$
|
13,568
|
|
|
$
|
13,236
|
|
|
$
|
12,765
|
|
Weighted-average purchase price per share
|
$
|
8.77
|
|
|
$
|
6.52
|
|
|
$
|
4.97
|
|
|
Shares
|
|
|
(In thousands)
|
|
Employee equity incentive plans*
|
39,505
|
|
2015 Warrants (Note 3)
|
46,382
|
|
2011 and 2013 Notes Warrants (Note 3)
|
6,830
|
|
Employee stock purchase plans
|
3,752
|
|
Directors stock option plans*
|
2,681
|
|
2023 Notes conversion (Note 3)
|
11
|
|
Total
|
99,161
|
|
|
|
|
Remaining
|
||||
Authorization Date
|
Amount
|
|
Authorization
|
||||
|
(In thousands)
|
||||||
February 2008
|
$
|
500,000
|
|
|
$
|
314,389
|
|
August 2008
|
500,000
|
|
|
500,000
|
|
||
Total remaining authorization
|
|
|
$
|
814,389
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Shares repurchased
|
—
|
|
|
—
|
|
|
6,493
|
|
|||
Total cost of repurchased shares
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
39,997
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Net income
|
$
|
439,948
|
|
|
$
|
72,229
|
|
|
$
|
126,538
|
|
Weighted average common shares used to calculate basic net income per share
|
270,479
|
|
|
263,892
|
|
|
260,787
|
|
|||
2023 Notes
|
11
|
|
|
11
|
|
|
11
|
|
|||
2015 Warrants
|
4,237
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
5,940
|
|
|
6,913
|
|
|
5,073
|
|
|||
Weighted average common shares used to calculate diluted net income per share
|
280,667
|
|
|
270,816
|
|
|
265,871
|
|
|||
Net income per share - basic
|
$
|
1.63
|
|
|
$
|
0.27
|
|
|
$
|
0.49
|
|
Net income per share - diluted
|
$
|
1.57
|
|
|
$
|
0.27
|
|
|
$
|
0.48
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Unrealized holding gains or losses
|
$
|
(764
|
)
|
|
$
|
50
|
|
|
$
|
9,320
|
|
Tax effect of unrealized holding gains
|
—
|
|
|
2,882
|
|
|
(2,882
|
)
|
|||
Reclassification of unrealized holding gains or losses to other income, net
|
(141
|
)
|
|
(8,072
|
)
|
|
—
|
|
|||
Changes in unrealized holding gains
or losses
|
$
|
(905
|
)
|
|
$
|
(5,140
|
)
|
|
$
|
6,438
|
|
|
As of
|
||||||
|
December 29,
2012 |
|
December 31,
2011 |
||||
|
(In thousands)
|
||||||
Foreign currency translation gain
|
$
|
48,653
|
|
|
$
|
53,990
|
|
Changes in defined benefit plan liabilities
|
(5,229
|
)
|
|
(4,468
|
)
|
||
Unrealized holding gains on available-for-sale securities
|
526
|
|
|
1,431
|
|
||
Total accumulated other comprehensive income
|
$
|
43,950
|
|
|
$
|
50,953
|
|
|
As of
|
||
|
December 29, 2012
|
||
|
(In thousands)
|
||
Accounts payable and accrued liabilities
|
$
|
730
|
|
Other long-term liabilities
|
3,613
|
|
|
Total accrued as of December 29, 2012
|
$
|
4,343
|
|
|
Severance
and
Benefits
|
|
Excess
Facilities
|
|
Other
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
Balance, January 2, 2010
|
$
|
18,925
|
|
|
$
|
6,522
|
|
|
$
|
5
|
|
|
$
|
25,452
|
|
Restructuring and other charges, net
|
5,147
|
|
|
1,227
|
|
|
3,778
|
|
|
10,152
|
|
||||
Non-cash charges
|
—
|
|
|
307
|
|
|
(3,778
|
)
|
|
(3,471
|
)
|
||||
Cash payments
|
(14,421
|
)
|
|
(1,889
|
)
|
|
—
|
|
|
(16,310
|
)
|
||||
Effect of foreign currency translation
|
(453
|
)
|
|
(299
|
)
|
|
—
|
|
|
(752
|
)
|
||||
Balance, January 1, 2011
|
$
|
9,198
|
|
|
$
|
5,868
|
|
|
$
|
5
|
|
|
$
|
15,071
|
|
Restructuring and other charges (credits), net
|
(944
|
)
|
|
1,304
|
|
|
—
|
|
|
360
|
|
||||
Non-cash charges
|
—
|
|
|
137
|
|
|
—
|
|
|
137
|
|
||||
Cash payments
|
(8,385
|
)
|
|
(2,219
|
)
|
|
—
|
|
|
(10,604
|
)
|
||||
Effect of foreign currency translation
|
177
|
|
|
(114
|
)
|
|
—
|
|
|
63
|
|
||||
Balance, December 31, 2011
|
$
|
46
|
|
|
$
|
4,976
|
|
|
$
|
5
|
|
|
$
|
5,027
|
|
Restructuring and other charges (credits), net
|
(29
|
)
|
|
147
|
|
|
(5
|
)
|
|
113
|
|
||||
Cash payments
|
(17
|
)
|
|
(906
|
)
|
|
—
|
|
|
(923
|
)
|
||||
Effect of foreign currency translation
|
—
|
|
|
126
|
|
|
—
|
|
|
126
|
|
||||
Balance, December 29, 2012
|
$
|
—
|
|
|
$
|
4,343
|
|
|
$
|
—
|
|
|
$
|
4,343
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Rent expense
|
$
|
20,082
|
|
|
$
|
20,633
|
|
|
$
|
21,797
|
|
|
|
|
Expected
|
|
|
||||||
|
Operating
|
|
Sub-lease
|
|
Net Operating
|
||||||
|
Leases
|
|
Income
|
|
Leases
|
||||||
For the fiscal years:
|
(In thousands)
|
||||||||||
2013
|
$
|
20,494
|
|
|
$
|
(518
|
)
|
|
$
|
19,976
|
|
2014
|
15,898
|
|
|
(489
|
)
|
|
15,409
|
|
|||
2015
|
13,174
|
|
|
(343
|
)
|
|
12,831
|
|
|||
2016
|
10,307
|
|
|
(129
|
)
|
|
10,178
|
|
|||
2017
|
4,260
|
|
|
(54
|
)
|
|
4,206
|
|
|||
Thereafter
|
10,423
|
|
|
—
|
|
|
10,423
|
|
|||
Total lease payments
|
$
|
74,556
|
|
|
$
|
(1,533
|
)
|
|
$
|
73,023
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Contributions to defined contribution plans
|
$
|
17,896
|
|
|
$
|
16,244
|
|
|
$
|
14,613
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Trading securities
|
$
|
4,453
|
|
|
$
|
(472
|
)
|
|
$
|
2,623
|
|
|
December 29, 2012
|
|
December 31, 2011
|
|
January 1, 2011
|
||||||
|
(In thousands)
|
||||||||||
Unfunded projected benefit obligation
|
$
|
9,400
|
|
|
$
|
8,889
|
|
|
$
|
8,018
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Expense related to defined benefit plans
|
$
|
1,580
|
|
|
$
|
2,175
|
|
|
$
|
1,832
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Cash paid during the fiscal year for:
|
|
|
|
|
|
||||||
Interest
|
$
|
11,354
|
|
|
$
|
13,417
|
|
|
$
|
9,979
|
|
Income taxes, including foreign withholding tax
|
$
|
18,637
|
|
|
$
|
18,961
|
|
|
$
|
29,838
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Stock options assumed for acquisition
|
$
|
—
|
|
|
$
|
1,600
|
|
|
$
|
—
|
|
Available-for-sale securities received from customer
|
$
|
20
|
|
|
$
|
352
|
|
|
$
|
1,431
|
|
Receivables related to sales of cost-method investments
|
$
|
4,911
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Interest income
|
$
|
1,473
|
|
|
$
|
1,303
|
|
|
$
|
1,201
|
|
Gains on sale of marketable debt and equity securities, net
|
141
|
|
|
8,009
|
|
|
109
|
|
|||
Gains on sale of non-marketable equity investments
|
2,895
|
|
|
8,281
|
|
|
4,885
|
|
|||
Loss on early extinguishment of debt
|
—
|
|
|
—
|
|
|
(5,705
|
)
|
|||
Gains (losses) on securities in Cadence's NQDC
|
4,453
|
|
|
(472
|
)
|
|
2,623
|
|
|||
Gains on foreign exchange
|
3,263
|
|
|
740
|
|
|
449
|
|
|||
Write-down of non-marketable investments
|
(1,103
|
)
|
|
—
|
|
|
(1,500
|
)
|
|||
Other income, net
|
219
|
|
|
213
|
|
|
479
|
|
|||
Total other income, net
|
$
|
11,341
|
|
|
$
|
18,074
|
|
|
$
|
2,541
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
|
(In thousands)
|
||||||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
567,609
|
|
|
$
|
489,438
|
|
|
$
|
382,692
|
|
Other Americas
|
22,967
|
|
|
25,152
|
|
|
22,218
|
|
|||
Total Americas
|
590,576
|
|
|
514,590
|
|
|
404,910
|
|
|||
Europe, Middle East and Africa
|
262,375
|
|
|
234,880
|
|
|
207,216
|
|
|||
Japan
|
218,731
|
|
|
204,388
|
|
|
165,155
|
|
|||
Asia
|
254,742
|
|
|
195,977
|
|
|
158,673
|
|
|||
Total
|
$
|
1,326,424
|
|
|
$
|
1,149,835
|
|
|
$
|
935,954
|
|
|
As of
|
||||||||||
|
December 29,
2012 |
|
December 31,
2011 |
|
January 1,
2011 |
||||||
|
(In thousands)
|
||||||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
214,711
|
|
|
$
|
230,884
|
|
|
$
|
254,113
|
|
Other Americas
|
185
|
|
|
35
|
|
|
34
|
|
|||
Total Americas
|
214,896
|
|
|
230,919
|
|
|
254,147
|
|
|||
Europe, Middle East and Africa
|
5,410
|
|
|
4,813
|
|
|
6,341
|
|
|||
Japan
|
1,649
|
|
|
3,960
|
|
|
4,532
|
|
|||
Asia
|
22,484
|
|
|
22,825
|
|
|
20,095
|
|
|||
Total
|
$
|
244,439
|
|
|
$
|
262,517
|
|
|
$
|
285,115
|
|
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to (Credited to) Costs and Expenses
|
|
Charged to Other Accounts
(1)
|
|
Uncollectible Accounts Written Off, Net
|
|
Balance at End of Period
|
||||||||||
Deducted from asset accounts:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Provisions for losses on trade accounts receivable:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 29, 2012
|
|
$
|
—
|
|
|
$
|
215
|
|
|
$
|
—
|
|
|
$
|
(130
|
)
|
|
$
|
85
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended December 31, 2011
|
|
7,604
|
|
|
(6,596
|
)
|
|
—
|
|
|
(1,008
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended January 1, 2011
|
|
$
|
23,744
|
|
|
$
|
(17,098
|
)
|
|
$
|
428
|
|
|
$
|
530
|
|
|
$
|
7,604
|
|
CADENCE DESIGN SYSTEMS, INC.
|
|
|
|
/s/ Lip-Bu Tan
|
|
Lip-Bu Tan
|
|
President, Chief Executive Officer and Director
|
|
Dated:
|
February 21, 2013
|
|
|
|
|
|
|
/s/ Lip-Bu Tan
|
DATE:
|
February 21, 2013
|
Lip-Bu Tan
|
|
|
President, Chief Executive Officer and Director
|
|
|
|
|
|
|
|
|
/s/ Geoffrey G. Ribar
|
DATE:
|
February 21, 2013
|
Geoffrey G. Ribar
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
|
|
/s/
|
Dr. John B. Shoven
|
|
February 21, 2013
|
|
Dr. John B. Shoven, Chairman of the Board of Directors
|
|
|
|
|
|
|
|
|
|
/s/
|
Susan L. Bostrom
|
|
February 21, 2013
|
|
Susan L. Bostrom, Director
|
|
|
|
|
|
|
|
|
|
/s/
|
Dr. James D. Plummer
|
|
February 21, 2013
|
|
Dr. James D. Plummer, Director
|
|
|
|
|
|
|
|
|
|
/s/
|
Dr. Alberto Sangiovanni-Vincentelli
|
|
February 21, 2013
|
|
Dr. Alberto Sangiovanni-Vincentelli, Director
|
|
|
|
|
|
|
|
|
|
/s/
|
George M. Scalise
|
|
February 21, 2013
|
|
George M. Scalise, Director
|
|
|
|
|
|
|
|
|
|
/s/
|
Roger Siboni
|
|
February 21, 2013
|
|
Roger Siboni, Director
|
|
|
|
|
|
|
|
|
|
/s/
|
Young K. Sohn
|
|
February 21, 2013
|
|
Young K. Sohn, Director
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|
|
||||
Exhibit
|
|
|
|
|
|
|
|
Exhibit
|
|
Filing
|
|
Provided
|
Number
|
|
Exhibit Title
|
|
Form
|
|
File No.
|
|
No.
|
|
Date
|
|
Herewith
|
2.01
|
|
Agreement and Plan of Merger, dated as of May 12, 2010, among the Registrant, Denali Software, Inc., Eagle Subsidiary Corporation and Mark Gogolewski, as Shareholder Agent.
|
|
10-Q
|
|
001-10606
|
|
2.01
|
|
8/4/2010
|
|
|
3.01
|
|
Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware on May 13, 1998.
|
|
10-Q
|
|
001-10606
|
|
3.01(j)
|
|
8/18/1998
|
|
|
3.02
|
|
Certificate of Designation for the Series A Junior Participating Preferred Stock, as amended on February 1, 2000.
|
|
10-K
|
|
001-10606
|
|
4.02
|
|
3/27/2000
|
|
|
3.03
|
|
Amended and Restated Bylaws, as amended and effective July 29, 2008.
|
|
8-K
|
|
001-10606
|
|
3.01
|
|
8/1/2008
|
|
|
4.01
|
|
Specimen Certificate of the Registrant's Common Stock.
|
|
S-4
|
|
033-43400
|
|
4.01
|
|
10/17/1991
|
|
|
4.02
|
|
Indenture dated as of August 15, 2003 by and between the Registrant and J.P. Morgan Trust Company, National Association as Trustee, including form of Zero Coupon Zero Yield Senior Convertible Notes Due 2023.
|
|
10-Q
|
|
001-10606
|
|
4.1
|
|
11/7/2003
|
|
|
4.03
|
|
Indenture, dated as of June 15, 2010, between the Registrant and Deutsche Bank Trust Company Americas, as Trustee, including form of 2.625% Cash Convertible Senior Notes due 2015.
|
|
10-Q
|
|
001-10606
|
|
4.01
|
|
8/4/2010
|
|
|
4.04
|
|
Indenture dated as of December 19, 2006 by and between the Registrant and Deutsche Bank Trust Company Americas as Trustee, including form of 1.500% Convertible Senior Notes Due 2013.
|
|
10-K
|
|
000-10606
|
|
4.04
|
|
2/23/2007
|
|
|
10.01*
|
|
Form of Stock Option Agreement and Form of Stock Option Exercise Request, as currently in effect under the Registrant's 1987 Stock Incentive Plan, as amended and restated.
|
|
10-Q
|
|
001-10606
|
|
10.02
|
|
8/10/2004
|
|
|
10.02*
|
|
Form of Nonstatutory Incentive Stock Award Agreement, as currently in effect under the Registrant's 1987 Stock Incentive Plan, as amended and restated.
|
|
10-K
|
|
001-10606
|
|
10.03
|
|
3/16/2005
|
|
|
10.03*
|
|
Form of Incentive Stock Award Agreement for performance-based Incentive Stock Awards granted prior to July 29, 2008, as amended and restated, under the Registrant's 1987 Stock Incentive Plan, as amended and restated.
|
|
10-Q
|
|
001-10606
|
|
10.02
|
|
12/11/2008
|
|
|
10.04*
|
|
Form of Incentive Stock Award Agreement for performance-based Incentive Stock Awards to be granted subsequent to July 29, 2008, under the Registrant's 1987 Stock Incentive Plan, as amended and restated.
|
|
10-Q
|
|
001-10606
|
|
10.03
|
|
12/11/2008
|
|
|
10.05*
|
|
The Registrant's 1995 Directors Stock Incentive Plan.
|
|
10-Q
|
|
001-15867
|
|
10.01
|
|
7/26/2012
|
|
|
10.06*
|
|
The Registrant's 1994 Deferred Compensation Plan, as amended and restated effective November 20, 2003 (409A Grandfathered Plan).
|
|
10-K
|
|
001-10606
|
|
10.10
|
|
2/26/2008
|
|
|
10.07*
|
|
The Registrant's 1996 Deferred Compensation Venture Investment Plan, as amended and restated effective January 1, 2001.
|
|
10-K
|
|
001-10606
|
|
10.09
|
|
3/12/2002
|
|
|
10.08*
|
|
The Registrant's 2009 Deferred Compensation Plan.
|
|
10-K
|
|
001-10606
|
|
10.13
|
|
2/26/2008
|
|
|
10.09*
|
|
Amendments Number One and Two of the Registrant's 2009 Deferred Compensation Plan.
|
|
10-K
|
|
001-10606
|
|
10.14
|
|
3/2/2009
|
|
|
10.10
|
|
Plato Design Systems Incorporated 2002 Supplemental Stock Option Plan.
|
|
S-8
|
|
333-87674
|
|
99.1
|
|
5/7/2002
|
|
|
10.11
|
|
Verplex Systems, Inc. 1998 Stock Plan.
|
|
S-8
|
|
333-108251
|
|
99.1
|
|
8/27/2003
|
|
|
10.12
|
|
Get2Chip.Com, Inc. 2001 Stock Plan.
|
|
S-8
|
|
333-104720
|
|
99.2
|
|
4/24/2003
|
|
|
10.13
|
|
Neolinear, Inc. 2004 Stock Option Plan.
|
|
S-8
|
|
333-115351
|
|
99.1
|
|
5/10/2004
|
|
|
10.14
|
|
QDA, Inc. 2003 Stock Option/Stock Issuance Plan.
|
|
10-K
|
|
001-10606
|
|
10.23
|
|
4/2/2004
|
|
|
10.15*
|
|
The Registrant's 2002 Deferred Compensation Venture Investment Plan, as amended.
|
|
10-Q
|
|
001-10606
|
|
10.32
|
|
8/10/2004
|
|
|
10.16
|
|
eTop Design Technology, Inc. 2000 Stock Incentive Plan.
|
|
S-8
|
|
333-119335
|
|
99.1
|
|
9/28/2004
|
|
|
10.17
|
|
Simplex Solutions, Inc. 2001 Incentive Stock Plan.
|
|
S-8
|
|
333-88390
|
|
99.2
|
|
7/3/2002
|
|
|
10.18
|
|
Simplex Solutions, Inc. 2002 Nonstatutory Stock Option Plan.
|
|
S-8
|
|
333-88390
|
|
99.3
|
|
7/3/2002
|
|
|
10.19
|
|
Celestry Design Technologies, Inc. 2001 Stock Option Plan.
|
|
S-8
|
|
333-102648
|
|
99.4
|
|
1/22/2003
|
|
|
10.20
|
|
Celestry Design Technologies, Inc. 2001 Executive Stock Plan.
|
|
S-8
|
|
333-102648
|
|
99.5
|
|
1/22/2003
|
|
|
10.21
|
|
Amended and Restated Verisity Ltd. 2000 U.S. Share Incentive Plan.
|
|
S-8
|
|
333-124025
|
|
99.1
|
|
4/12/2005
|
|
|
10.22
|
|
Verisity Ltd. 1999 Israeli Share Option Plan.
|
|
S-8
|
|
333-124025
|
|
99.2
|
|
4/12/2005
|
|
|
10.23
|
|
Verisity Ltd. 1997 Israel Share and Stock Option Incentive Plan.
|
|
S-8
|
|
333-124025
|
|
99.3
|
|
4/12/2005
|
|
|
10.24
|
|
Verisity Ltd. 2000 Israeli Share Option Plan, as amended.
|
|
S-8
|
|
333-124025
|
|
99.5
|
|
4/12/2005
|
|
|
10.25
|
|
Axis Systems, Inc. 1997 Stock Plan, as amended and restated.
|
|
S-8
|
|
333-124025
|
|
99.6
|
|
4/12/2005
|
|
|
10.26
|
|
Convertible Note Hedge Side Letter, dated as of December 14, 2006, between the Registrant and Morgan Stanley Bank, as agent for Morgan Stanley & Co. International Limited, for the Registrant's Convertible Senior Notes due December 15, 2013.
|
|
10-K
|
|
001-10606
|
|
10.85
|
|
2/23/2007
|
|
|
10.27
|
|
Warrant Transaction Confirmation, dated December 14, 2006, between the Registrant and Morgan Stanley Bank, as agent for Morgan Stanley & Co. International Limited.
|
|
10-K
|
|
001-10606
|
|
10.86
|
|
2/23/2007
|
|
|
10.28
|
|
Warrant Transaction Confirmation, dated December 14, 2006, between the Registrant and Morgan Stanley Bank, as agent for Morgan Stanley & Co. International Limited.
|
|
10-K
|
|
001-10606
|
|
10.87
|
|
2/23/2007
|
|
|
10.29
|
|
Convertible Note Hedge Side Letter, dated December 14, 2006, between the Registrant and J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association, for the Registrant's Convertible Senior Notes due December 15, 2013.
|
|
10-K
|
|
001-10606
|
|
10.89
|
|
2/23/2007
|
|
|
10.30
|
|
Warrant Transaction Confirmation, dated December 14, 2006, between the Registrant and J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association.
|
|
10-K
|
|
001-10606
|
|
10.90
|
|
2/23/2007
|
|
|
10.31
|
|
Warrant Transaction Confirmation, dated December 14, 2006, between the Registrant and J.P. Morgan Securities Inc., as agent for JPMorgan Chase Bank, National Association.
|
|
10-K
|
|
001-10606
|
|
10.91
|
|
2/23/2007
|
|
|
10.32
|
|
Convertible Note Hedge Side Letter, dated December 14, 2006, between the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent for Merrill Lynch International, for the Registrant's Convertible Senior Notes due December 15, 2013.
|
|
10-K
|
|
001-10606
|
|
10.93
|
|
2/23/2007
|
|
|
10.33
|
|
Warrant Transaction Confirmation, dated December 14, 2006, between the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent for Merrill Lynch International.
|
|
10-K
|
|
001-10606
|
|
10.94
|
|
2/23/2007
|
|
|
10.34
|
|
Warrant Transaction Confirmation, dated December 14, 2006, between the Registrant and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as agent for Merrill Lynch International.
|
|
10-K
|
|
001-10606
|
|
10.95
|
|
2/23/2007
|
|
|
10.35
|
|
Clear Shape Technologies, Inc. 2004 Equity Incentive Award Plan, as amended.
|
|
S-8
|
|
333-145891
|
|
99.1
|
|
9/5/2007
|
|
|
10.36
|
|
Chip Estimate Corporation 2003 Stock Option Plan.
|
|
S-8
|
|
333-149877
|
|
99.1
|
|
3/24/2008
|
|
|
10.37*
|
|
Form of Indemnity Agreement between the Registrant and its directors and executive officers, as amended and restated.
|
|
10-Q
|
|
001-10606
|
|
10.01
|
|
12/11/2008
|
|
|
10.38*
|
|
Employment Agreement, effective as of July 29, 2008, between the Registrant and Charlie Huang.
|
|
10-K
|
|
001-10606
|
|
10.91
|
|
3/2/2009
|
|
|
10.39*
|
|
Employment Agreement, effective as of July 29, 2008, between the Registrant and James J. Cowie.
|
|
10-K
|
|
001-10606
|
|
10.92
|
|
3/2/2009
|
|
|
10.40*
|
|
Employment Agreement, effective as of January 8, 2009, between the Registrant and Lip-Bu Tan.
|
|
10-K
|
|
001-10606
|
|
10.93
|
|
3/2/2009
|
|
|
10.41*
|
|
Employment Agreement, effective as of February 23, 2009, between the Registrant and Chi-Ping Hsu.
|
|
10-K
|
|
001-10606
|
|
10.95
|
|
3/2/2009
|
|
|
10.42*
|
|
Employment Agreement, effective as of February 23, 2009, between the Registrant and Nimish H. Modi.
|
|
10-K
|
|
001-10606
|
|
10.96
|
|
3/2/2009
|
|
|
10.43*
|
|
Form of Stock Option Agreement, as currently in effect under the Registrant's 1987 Stock Incentive Plan, as amended and restated.
|
|
10-Q
|
|
001-10606
|
|
10.01
|
|
5/1/2009
|
|
|
10.44*
|
|
Form of Incentive Stock Award Agreement for performance-based Incentive Stock Awards, as currently in effect under the Registrant's 1987 Stock Incentive Plan, as amended and restated.
|
|
10-Q
|
|
001-10606
|
|
10.02
|
|
5/1/2009
|
|
|
10.45*
|
|
Form of First Amendment to Employment Agreement between the Registrant and the Registrant's named executive officers.
|
|
10-Q
|
|
001-10606
|
|
10.02
|
|
7/31/2009
|
|
|
10.46*
|
|
Form of Second Amendment to Employment Agreement between the Registrant and the Registrant's named executive officers.
|
|
10-K
|
|
001-10606
|
|
10.94
|
|
2/26/2010
|
|
|
10.47*
|
|
Second Amendment to Employment Agreement, effective as of March 1, 2010, between the Registrant and Lip-Bu Tan.
|
|
10-K
|
|
001-10606
|
|
10.95
|
|
2/26/2010
|
|
|
10.48
|
|
Convertible Note Hedge Confirmation, dated June 9, 2010, between the Registrant and JPMorgan Chase Bank, National Association, for the Registrant's 2.625% Cash Convertible Senior Notes due 2015.
|
|
10-Q
|
|
001-10606
|
|
10.01
|
|
8/4/2010
|
|
|
10.49
|
|
Convertible Note Hedge Confirmation, dated June 9, 2010, between the Registrant and Morgan Stanley & Co. International plc, for the Registrant's 2.625% Cash Convertible Senior Notes due 2015.
|
|
10-Q
|
|
001-10606
|
|
10.02
|
|
8/4/2010
|
|
|
10.50
|
|
Convertible Note Hedge Confirmation, dated June 9, 2010, between the Registrant and Deutsche Bank AG, London Branch, for the Registrant's 2.625% Cash Convertible Senior Notes due 2015.
|
|
10-Q
|
|
001-10606
|
|
10.03
|
|
8/4/2010
|
|
|
10.51
|
|
Additional Convertible Note Hedge Confirmation, dated June 18, 2010, between the Registrant and JPMorgan Chase Bank, National Association, for the Registrant's 2.625% Cash Convertible Senior Notes due 2015.
|
|
10-Q
|
|
001-10606
|
|
10.04
|
|
8/4/2010
|
|
|
10.52
|
|
Additional Convertible Note Hedge Confirmation, dated June 18, 2010, between the Registrant and Morgan Stanley & Co. International plc, for the Registrant's 2.625% Cash Convertible Senior Notes due 2015.
|
|
10-Q
|
|
001-10606
|
|
10.05
|
|
8/4/2010
|
|
|
10.53
|
|
Additional Convertible Note Hedge Confirmation, dated June 18, 2010, between the Registrant and Deutsche Bank AG, London Branch, for the Registrant's 2.625% Cash Convertible Senior Notes due 2015.
|
|
10-Q
|
|
001-10606
|
|
10.06
|
|
8/4/2010
|
|
|
10.54
|
|
Warrant Transaction Confirmation, dated June 9, 2010, between the Registrant and JPMorgan Chase Bank, National Association.
|
|
10-Q
|
|
001-10606
|
|
10.07
|
|
8/4/2010
|
|
|
10.55
|
|
Warrant Transaction Confirmation, dated June 9, 2010, between the Registrant and Morgan Stanley & Co. Inc.
|
|
10-Q
|
|
001-10606
|
|
10.08
|
|
8/4/2010
|
|
|
10.56
|
|
Warrant Transaction Confirmation, dated June 9, 2010, between the Registrant and Deutsche Bank AG, London Branch.
|
|
10-Q
|
|
001-10606
|
|
10.09
|
|
8/4/2010
|
|
|
10.57
|
|
Additional Warrant Transaction Confirmation, dated June 18, 2010, between the Registrant and JPMorgan Chase Bank, National Association.
|
|
10-Q
|
|
001-10606
|
|
10.10
|
|
8/4/2010
|
|
|
10.58
|
|
Additional Warrant Transaction Confirmation, dated June 18, 2010, between the Registrant and Morgan Stanley & Co. Inc.
|
|
10-Q
|
|
001-10606
|
|
10.11
|
|
8/4/2010
|
|
|
10.59
|
|
Additional Warrant Transaction Confirmation, dated June 18, 2010, between the Registrant and Deutsche Bank AG, London Branch.
|
|
10-Q
|
|
001-10606
|
|
10.12
|
|
8/4/2010
|
|
|
10.60*
|
|
Offer Letter, executed February 6, 2012, between the Registrant and Martin Lund.
|
|
10-Q
|
|
001-10606
|
|
10.01
|
|
4/27/2012
|
|
|
10.61
|
|
Credit Agreement, dated as of December 12, 2012, by and among the Registrant, certain subsidiaries of the Registrant, Bank of America, N.A. and other lenders party thereto.
|
|
8-K
|
|
000-15867
|
|
10.01
|
|
12/13/2012
|
|
|
10.62*
|
|
Master Individual Consulting Agreement between the Registrant and Alberto Sangiovanni-Vincentelli, Ph.D., dated February 9, 2011.
|
|
10-Q
|
|
001-10606
|
|
10.01
|
|
4/29/2011
|
|
|
10.63*
|
|
Director Medical and Prescription Benefits Coverage Reimbursement Plan.
|
|
10-Q
|
|
001-10606
|
|
10.02
|
|
4/29/2011
|
|
|
10.64*
|
|
Executive Transition and Release Agreement, effective as of April 27, 2011, between the Registrant and Thomas A. Cooley.
|
|
10-Q
|
|
001-10606
|
|
10.01
|
|
7/29/2011
|
|
|
10.65*
|
|
The Senior Executive Bonus Plan.
|
|
8-K
|
|
001-10606
|
|
10.01
|
|
5/16/2011
|
|
|
10.66*
|
|
The Registrant's Amended and Restated 2000 Equity Incentive Plan.
|
|
S-8
|
|
333-174200
|
|
99.1
|
|
5/13/2011
|
|
|
10.67*
|
|
The Registrant's Amended and Restated 1987 Stock Incentive Plan.
|
|
S-8
|
|
333-174201
|
|
99.1
|
|
5/13/2011
|
|
|
10.68*
|
|
Altos Design Automation, Inc. 2006 Stock Plan, as amended December 23, 2009.
|
|
S-8
|
|
333-174202
|
|
99.1
|
|
5/13/2011
|
|
|
10.69*
|
|
Executive Transition and Release Agreement, effective as of July 28, 2011, between the Registrant and John J. Bruggeman II.
|
|
10-Q
|
|
001-10606
|
|
10.01
|
|
10/28/2011
|
|
|
10.70*
|
|
Form of Incentive Stock Award Agreement, as currently in effect under the Registrant's Amended and Restated 2000 Equity Incentive Plan.
|
|
10-Q
|
|
001-10606
|
|
10.02
|
|
10/28/2011
|
|
|
10.71*
|
|
Form of Restricted Stock Unit Award Agreement, as currently in effect under the Registrant's Amended and Restated 2000 Equity Incentive Plan.
|
|
10-Q
|
|
001-10606
|
|
10.03
|
|
10/28/2011
|
|
|
10.72*
|
|
Form of Stock Option Agreement, as currently in effect under the Registrant's Amended and Restated 2000 Equity Incentive Plan.
|
|
10-Q
|
|
001-10606
|
|
10.04
|
|
10/28/2011
|
|
|
10.73*
|
|
Employment Agreement, effective as of October 21, 2011, between the Registrant and Geoffrey G. Ribar.
|
|
10-K
|
|
001-10606
|
|
10.77
|
|
2/24/2012
|
|
|
10.74*
|
|
Exhibit B to Master Individual Consulting Agreement between the Registrant and Alberto Sangiovanni-Vincentelli, Ph.D., dated November 17, 2011.
|
|
10-K
|
|
001-10606
|
|
10.78
|
|
2/24/2012
|
|
|
10.75*
|
|
The Registrant's Amended and Restated Employee Stock Purchase Plan.
|
|
|
|
|
|
|
|
|
|
X
|
10.76*
|
|
Form of Stock Option Agreement, as currently in effect under the Registrant's 1995 Directors Stock Incentive Plan.
|
|
|
|
|
|
|
|
|
|
X
|
10.77*
|
|
Form of Incentive Stock Award Agreement, as currently in effect under the Registrant's 1995 Directors Stock Incentive Plan.
|
|
|
|
|
|
|
|
|
|
X
|
21.01
|
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
|
|
X
|
23.01
|
|
Independent Registered Public Accounting Firm's Consent.
|
|
|
|
|
|
|
|
|
|
X
|
31.01
|
|
Certification of the Registrant's Chief Executive Officer, Lip-Bu Tan, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
|
|
X
|
31.02
|
|
Certification of the Registrant's Chief Financial Officer, Geoffrey G. Ribar, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.
|
|
|
|
|
|
|
|
|
|
X
|
32.01
|
|
Certification of the Registrant's Chief Executive Officer, Lip-Bu Tan, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
32.02
|
|
Certification of the Registrant's Chief Financial Officer, Geoffrey G. Ribar, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
1.
|
Purpose
.
|
2.
|
Definitions
.
|
3.
|
Administration
.
|
4.
|
Shares Subject to the Plan
.
|
5.
|
Grant of Rights; Offering
.
|
6.
|
Eligibility
.
|
7.
|
Rights; Purchase Price
.
|
8.
|
Participation; Withdrawal; Termination
.
|
9.
|
Exercise
.
|
10.
|
Covenants of the Company
.
|
11.
|
Use of Proceeds from Shares
.
|
12.
|
Rights as a Stockholder and Employee
.
|
13.
|
Adjustments Upon Changes in Securities
.
|
14.
|
Amendment of the Plan
.
|
15.
|
Designation of Beneficiary
.
|
16.
|
Termination or Suspension of the Plan
.
|
17.
|
Code Section 409A; Tax Qualification
.
|
18.
|
Severability
.
|
19.
|
Governing Law.
|
20.
|
Effective Date of Plan
.
|
OTHER
|
|
|
|
|
|
|
|
|
[Insert Name]
|
ADDRESS
|
|
|
|
|
|
|
|
Vesting Schedule
:
|
100%
of the shares vest fully on the first anniversary of the Date of Award; p
rovided
,
however
,
that the Non-Employee Director, during the period from the Date of Award to such vesting date, he or she has continuously served as a member of the Company's Board of Directors (the “
Board
”),
whereupon the shares subject to this Award shall become fully vested.
|
(a)
|
The Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time;
|
(b)
|
The grant of the Award is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past. All decisions with respect to future award grants, if any, will be at the sole discretion of the Company;
|
(c)
|
The Non-Employee Director's participation in the Plan shall not create a right to further service on the Board and shall not interfere with the general manner in which Non-Employee Directors are elected to the Board;
|
(d)
|
The Award and the Non-Employee Director's participation in the Plan will not be interpreted to form an employment contract or service contract or relationship with the Company or any Affiliate;
|
(e)
|
The Non-Employee Director is voluntarily participating in the Plan;
|
(f)
|
The Award and the shares of Common Stock subject to the Award are extraordinary items that do not constitute compensation of any kind for services of any of any kind rendered to the Company or any Affiliate, and which is outside the scope of the Non-Employee Director's service on the Board; and
|
(g)
|
The future value of the shares of Common Stock subject to the Award is unknown and cannot be predicted with certainty.
|
(a)
|
Description of Electronic Delivery
. The Plan documents, including but not limited to the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company's stockholders, may be delivered to the Non-Employee Director electronically. Such means of electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company.
|
(b)
|
Consent to Electronic Delivery
. The Non-Employee Director acknowledges that the Non-Employee Director has read the “Delivery of Documents and Notices” section of this Agreement and consents to the electronic delivery of the Plan documents and Agreement, as described in this section. The Non-Employee Director acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Non-Employee Director by contacting the Company by telephone or in writing. The Non-Employee Director further acknowledges that the Non-Employee Director will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Non-Employee Director understands that the Non-Employee Director must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails. The Non-Employee Director may revoke his or her consent to the electronic delivery of documents described in this section or may change the electronic mail address to which such documents are to be delivered (if Non-Employee Director has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Non-Employee Director understands that he or she is not required to consent to electronic delivery of documents as described in this section.
|
By:
|
|
|
Dated:
|
Altos Design Automation, Inc.
|
|
Delaware, U.S.A.
|
Azuro (UK) Limited
|
|
United Kingdom
|
Azuro, Inc.
|
|
Delaware, U.S.A.
|
Beijing Cadence Electronics Technology Co., Ltd.
|
|
People's Republic of China
|
Cadence China Limited, Beijing Representative Office
|
|
People's Republic of China
|
Cadence China Limited, Shanghai Representative Office
|
|
People's Republic of China
|
Cadence China Limited, Shenzhen Representative Office
|
|
People's Republic of China
|
Cadence China Ltd.
|
|
Hong Kong
|
Cadence Credit Corporation
|
|
Delaware, U.S.A.
|
Cadence Design (Israel) II, Ltd.
|
|
Israel
|
Cadence Design Foundry UK Ltd.
|
|
United Kingdom
|
Cadence Design Systems (Canada) Limited
|
|
Canada
|
Cadence Design Systems (Cyprus) Limited
|
|
Cyprus
|
Cadence Design Systems (India) Private Ltd.
|
|
India
|
Cadence Design Systems (Ireland) Limited
|
|
Ireland
|
Cadence Design Systems (Israel) Limited
|
|
Israel
|
Cadence Design Systems (Japan) B.V.
|
|
The Netherlands
|
Cadence Design Systems (Japan) B.V. (Branch)
|
|
The Netherlands
|
Cadence Design Systems (S) Pte Ltd.
|
|
Singapore
|
Cadence Design Systems (Taiwan) B.V.
|
|
The Netherlands
|
Cadence Design Systems A.B.
|
|
Sweden
|
Cadence Design Systems Asia Ltd.
|
|
Hong Kong
|
Cadence Design Systems B.V.
|
|
The Netherlands
|
Cadence Design Systems Business Services Limited
|
|
Hungary
|
Cadence Design Systems Finland (Branch)
|
|
Finland
|
Cadence Design Systems GmbH
|
|
Germany
|
Cadence Design Systems B.V.
|
|
The Netherlands
|
Cadence Design Systems Leasing, Inc.
|
|
Delaware, U.S.A.
|
Cadence Design Systems Limited
|
|
United Kingdom
|
Cadence Design Systems LLC
|
|
Russia
|
Cadence Design Systems Management (Shanghai) Co., Ltd.
|
|
People's Republic of China
|
Cadence Design Systems S.A.S.
|
|
France
|
Cadence Design Systems S.r.l.
|
|
Italy
|
Cadence Group
|
|
Ireland
|
Cadence International (Cyprus) Limited
|
|
Cyprus
|
Cadence International Limited
|
|
Ireland
|
Cadence International Sales Corporation
|
|
U.S. Virgin Islands
|
Cadence Korea Ltd.
|
|
Korea
|
Cadence Netherlands B.V.
|
|
The Netherlands
|
Cadence Nippon Finance, LLC
|
|
Delaware, U.S.A.
|
Cadence Receivables Consolidation Corporation
|
|
Delaware, U.S.A.
|
Cadence Receivables Credit Corporation TYK
|
|
Japan
|
Cadence Taiwan, Inc.
|
|
Republic of China (Taiwan)
|
Cadence Technology Limited
|
|
Ireland
|
Castlewilder
|
|
Ireland
|
Chip Estimate Corporation
|
|
Delaware, U.S.A.
|
Daffodil Acquisition II, Inc.
|
|
Delaware, U.S.A
|
Denali Design Systems Private Ltd.
|
|
India
|
Denali Software Kabushiki Kaisha
|
|
Japan
|
Denali Software Limited
|
|
United Kingdom
|
Denali Software, Inc.
|
|
California, U.S.A.
|
Gardenia MJM II
|
|
Mauritius
|
Quickturn Design Systems, Inc.
|
|
Delaware, U.S.A.
|
Shanghai Cadence Electronics Technology Co., Ltd.
|
|
People's Republic of China
|
Sigrity, Inc.
|
|
California, U.S.A.
|
Sigrity Software (Shanghai) Co., Ltd.
|
|
People's Republic of China
|
Spin Technologies Pvt. Ltd.
|
|
India
|
Symbionics Group Limited
|
|
United Kingdom
|
Tality Canada Corporation
|
|
Canada
|
Tality India Services Private Ltd.
|
|
India
|
Taray, Inc.
|
|
California, U.S.A.
|
Telos Venture Partners III, L.P.
|
|
Delaware, U.S.A.
|
TVP I LLC
|
|
Delaware, U.S.A.
|
TVP II LLC
|
|
Delaware, U.S.A.
|
TVP III LLC
|
|
Delaware, U.S.A.
|
Verisity Design, Inc.
|
|
California, U.S.A.
|
Zhongguanun - Cadence Institute of Software Technology Management Company, Ltd.
|
|
China
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cadence Design Systems, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
|
/s/ Lip-Bu Tan
|
|
|
|
Lip-Bu Tan
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Cadence Design Systems, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
By:
|
|
/s/ Geoffrey G. Ribar
|
|
|
|
Geoffrey G. Ribar
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Lip-Bu Tan
|
|
|
|
Lip-Bu Tan
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
February 21, 2013
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
|
/s/ Geoffrey G. Ribar
|
|
|
|
Geoffrey G. Ribar
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
|
|
|
Date:
|
February 21, 2013
|