|
|
x
|
QUARTERLY 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
|
|
00-0000000
|
(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)
|
Large accelerated filer
|
x
|
|
Accelerated filer
|
o
|
|
Smaller reporting company
|
o
|
|
|
|
|
|
|||||
Non-accelerated filer
|
o
|
|
(Do not check if a smaller reporting company)
|
|
|
Emerging growth company
|
o
|
|
|
|
Page
|
PART I.
|
FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II.
|
OTHER INFORMATION
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Item 5.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
As of
|
||||||
|
March 31,
2018 |
|
December 30,
2017 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
746,968
|
|
|
$
|
688,087
|
|
Short-term investments
|
5,466
|
|
|
4,455
|
|
||
Receivables, net
|
225,822
|
|
|
190,426
|
|
||
Inventories
|
30,090
|
|
|
33,209
|
|
||
Prepaid expenses and other
|
61,597
|
|
|
63,811
|
|
||
Total current assets
|
1,069,943
|
|
|
979,988
|
|
||
Property, plant and equipment, net of accumulated depreciation of $673,265 and $658,377, respectively
|
249,810
|
|
|
251,342
|
|
||
Goodwill
|
665,615
|
|
|
666,009
|
|
||
Acquired intangibles, net
|
264,927
|
|
|
278,835
|
|
||
Long-term receivables
|
9,380
|
|
|
12,239
|
|
||
Other assets
|
226,998
|
|
|
230,301
|
|
||
Total assets
|
$
|
2,486,673
|
|
|
$
|
2,418,714
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Revolving credit facility
|
$
|
45,000
|
|
|
$
|
85,000
|
|
Current portion of long-term debt
|
299,826
|
|
|
—
|
|
||
Accounts payable and accrued liabilities
|
210,784
|
|
|
221,101
|
|
||
Current portion of deferred revenue
|
310,639
|
|
|
336,297
|
|
||
Total current liabilities
|
866,249
|
|
|
642,398
|
|
||
Long-term liabilities:
|
|
|
|
||||
Long-term portion of deferred revenue
|
56,276
|
|
|
61,513
|
|
||
Long-term debt
|
344,766
|
|
|
644,369
|
|
||
Other long-term liabilities
|
77,084
|
|
|
81,232
|
|
||
Total long-term liabilities
|
478,126
|
|
|
787,114
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Common stock and capital in excess of par value
|
1,858,692
|
|
|
1,829,950
|
|
||
Treasury stock, at cost
|
(1,222,151
|
)
|
|
(1,178,121
|
)
|
||
Retained earnings
|
499,817
|
|
|
341,003
|
|
||
Accumulated other comprehensive income (loss)
|
5,940
|
|
|
(3,630
|
)
|
||
Total stockholders’ equity
|
1,142,298
|
|
|
989,202
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,486,673
|
|
|
$
|
2,418,714
|
|
|
|
Three Months Ended
|
||||||
|
|
March 31,
2018 |
|
April 1,
2017 |
||||
Revenue:
|
|
|
|
|
||||
Product and maintenance
|
|
$
|
480,609
|
|
|
$
|
451,407
|
|
Services
|
|
36,704
|
|
|
25,504
|
|
||
Total revenue
|
|
517,313
|
|
|
476,911
|
|
||
Costs and expenses:
|
|
|
|
|
||||
Cost of product and maintenance
|
|
41,730
|
|
|
43,717
|
|
||
Cost of services
|
|
21,479
|
|
|
18,075
|
|
||
Marketing and sales
|
|
109,148
|
|
|
103,347
|
|
||
Research and development
|
|
224,185
|
|
|
198,286
|
|
||
General and administrative
|
|
33,299
|
|
|
31,816
|
|
||
Amortization of acquired intangibles
|
|
3,630
|
|
|
3,856
|
|
||
Restructuring and other credits
|
|
(1,991
|
)
|
|
(1,788
|
)
|
||
Total costs and expenses
|
|
431,480
|
|
|
397,309
|
|
||
Income from operations
|
|
85,833
|
|
|
79,602
|
|
||
Interest expense
|
|
(6,975
|
)
|
|
(6,479
|
)
|
||
Other income (expense), net
|
|
(689
|
)
|
|
1,059
|
|
||
Income before provision for income taxes
|
|
78,169
|
|
|
74,182
|
|
||
Provision for income taxes
|
|
5,284
|
|
|
5,923
|
|
||
Net income
|
|
$
|
72,885
|
|
|
$
|
68,259
|
|
Net income per share - basic
|
|
0.27
|
|
|
0.25
|
|
||
Net income per share - diluted
|
|
0.26
|
|
|
0.25
|
|
||
Weighted average common shares outstanding – basic
|
|
273,773
|
|
|
270,173
|
|
||
Weighted average common shares outstanding – diluted
|
|
281,651
|
|
|
277,736
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Net income
|
$
|
72,885
|
|
|
$
|
68,259
|
|
Other comprehensive income, net of tax effects:
|
|
|
|
||||
Foreign currency translation adjustments
|
12,058
|
|
|
2,389
|
|
||
Changes in unrealized holding gains or losses on available-for-sale securities, net of reclassification adjustment for realized gains and losses
|
—
|
|
|
465
|
|
||
Changes in defined benefit plan liabilities
|
150
|
|
|
30
|
|
||
Total other comprehensive income, net of tax effects
|
12,208
|
|
|
2,884
|
|
||
Comprehensive income
|
$
|
85,093
|
|
|
$
|
71,143
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
Cash and cash equivalents at beginning of period
|
$
|
688,087
|
|
|
$
|
465,232
|
|
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
72,885
|
|
|
68,259
|
|
||
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
29,389
|
|
|
28,894
|
|
||
Amortization of debt discount and fees
|
292
|
|
|
350
|
|
||
Stock-based compensation
|
37,901
|
|
|
27,436
|
|
||
Gain on investments, net
|
(1,123
|
)
|
|
(1,228
|
)
|
||
Deferred income taxes
|
1,363
|
|
|
1,990
|
|
||
Provisions for losses on receivables
|
666
|
|
|
—
|
|
||
Other non-cash items
|
(43
|
)
|
|
1,359
|
|
||
Changes in operating assets and liabilities, net of effect of acquired businesses:
|
|
|
|
||||
Receivables
|
(10,988
|
)
|
|
(22,475
|
)
|
||
Inventories
|
2,105
|
|
|
6,000
|
|
||
Prepaid expenses and other
|
8,392
|
|
|
(3,777
|
)
|
||
Other assets
|
8,152
|
|
|
(3,657
|
)
|
||
Accounts payable and accrued liabilities
|
(46,956
|
)
|
|
(46,159
|
)
|
||
Deferred revenue
|
59,854
|
|
|
34,325
|
|
||
Other long-term liabilities
|
(4,242
|
)
|
|
1,113
|
|
||
Net cash provided by operating activities
|
157,647
|
|
|
92,430
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from the sale of available-for-sale securities
|
—
|
|
|
107
|
|
||
Purchases of property, plant and equipment
|
(13,128
|
)
|
|
(14,843
|
)
|
||
Net cash used for investing activities
|
(13,128
|
)
|
|
(14,736
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Proceeds from revolving credit facility
|
—
|
|
|
50,000
|
|
||
Payment on revolving credit facility
|
(40,000
|
)
|
|
(50,000
|
)
|
||
Payment of debt issuance costs
|
—
|
|
|
(793
|
)
|
||
Proceeds from issuance of common stock
|
23,339
|
|
|
22,715
|
|
||
Stock received for payment of employee taxes on vesting of restricted stock
|
(26,515
|
)
|
|
(22,470
|
)
|
||
Payments for repurchases of common stock
|
(50,013
|
)
|
|
—
|
|
||
Change in book overdraft
|
(3,867
|
)
|
|
—
|
|
||
Net cash used for financing activities
|
(97,056
|
)
|
|
(548
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
11,418
|
|
|
1,750
|
|
||
Increase in cash and cash equivalents
|
58,881
|
|
|
78,896
|
|
||
Cash and cash equivalents at end of period
|
$
|
746,968
|
|
|
$
|
544,128
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Cash paid for interest
|
$
|
2,716
|
|
|
$
|
2,219
|
|
Cash paid for taxes, net
|
$
|
6,025
|
|
|
$
|
9,767
|
|
•
|
At the adoption date, Cadence increased retained earnings by
$85.4 million
for uncompleted contracts for which revenue will not be recognized in future periods under Topic 606. This revenue would otherwise have been recognized in prior periods, so the beginning balance of receivables increased by
$47.3 million
, contract assets were established at
$4.0 million
, deferred revenue decreased by
$57.4 million
and accrued liabilities increased by
$23.3 million
;
|
•
|
Revenue generated under Topic 606 is expected to be slightly lower than revenue would have been under Topic 605 in fiscal 2018. This is the result of a combination of factors, including the elimination of deferred revenue that, under Topic 605, would have continued to be recognized into revenue in 2018 and beyond, as well as changes in the timing of revenue recognition as discussed below. The actual effects on revenue recognized for the first quarter of fiscal 2018 are reported in the table below; and
|
•
|
Cadence capitalized
$27.3 million
of incremental sales commission costs at the adoption date directly related to obtaining customer contracts and is amortizing these costs over the life of the contract.
|
|
As reported under Topic 606
|
|
Adjustments
|
|
Balances under Prior GAAP
|
||||||
|
(In thousands)
|
||||||||||
Receivables, net
|
$
|
225,822
|
|
|
$
|
(18,538
|
)
|
|
$
|
207,284
|
|
Prepaid expenses and other
|
61,597
|
|
|
(5,255
|
)
|
|
56,342
|
|
|||
Long-term receivables
|
9,380
|
|
|
569
|
|
|
9,949
|
|
|||
Other assets
|
226,998
|
|
|
(11,947
|
)
|
|
215,051
|
|
|||
Accounts payable and accrued liabilities*
|
210,784
|
|
|
(40,357
|
)
|
|
170,427
|
|
|||
Current portion of deferred revenue
|
310,639
|
|
|
78,462
|
|
|
389,101
|
|
|||
Long-term portion of deferred revenue
|
56,276
|
|
|
4,275
|
|
|
60,551
|
|
|||
Retained earnings
|
499,817
|
|
|
(79,876
|
)
|
|
419,941
|
|
|||
Accumulated other comprehensive income
|
5,940
|
|
|
2,325
|
|
|
8,265
|
|
|
As reported under Topic 606
|
|
Adjustments
|
|
Balances under Prior GAAP
|
||||||
|
(In thousands, except per share amounts)
|
||||||||||
Product and maintenance revenue
|
$
|
480,609
|
|
|
$
|
6,180
|
|
|
$
|
486,789
|
|
Services revenue
|
36,704
|
|
|
1,964
|
|
|
38,668
|
|
|||
Cost of product and maintenance
|
41,730
|
|
|
(251
|
)
|
|
41,479
|
|
|||
Marketing and sales expense
|
109,148
|
|
|
(2,810
|
)
|
|
106,338
|
|
|||
Provision for income taxes
|
5,284
|
|
|
557
|
|
|
5,841
|
|
|||
Net income
|
72,885
|
|
|
10,648
|
|
|
83,533
|
|
|||
Net income per share - basic
|
0.27
|
|
|
0.04
|
|
|
0.31
|
|
|||
Net income per share - diluted
|
0.26
|
|
|
0.04
|
|
|
0.30
|
|
|
As reported under Topic 606
|
|
Adjustments
|
|
Balances under Prior GAAP
|
||||||
|
(In thousands)
|
||||||||||
Net income
|
$
|
72,885
|
|
|
$
|
10,648
|
|
|
$
|
83,533
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Receivables
|
(10,988
|
)
|
|
(25,638
|
)
|
|
(36,626
|
)
|
|||
Prepaid expenses and other
|
8,392
|
|
|
2,026
|
|
|
10,418
|
|
|||
Other assets
|
8,152
|
|
|
(1,742
|
)
|
|
6,410
|
|
|||
Accounts payable and accrued liabilities
|
(46,956
|
)
|
|
(11,641
|
)
|
|
(58,597
|
)
|
|||
Deferred revenue
|
59,854
|
|
|
26,347
|
|
|
86,201
|
|
|
Retained Earnings
|
||
|
(In thousands)
|
||
Balance, December 30, 2017, as previously reported
|
$
|
341,003
|
|
Cumulative effect adjustment from the adoption of new accounting standards:
|
|
||
Revenue from Contracts with Customers (Topic 606)
|
91,640
|
|
|
Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
|
2,638
|
|
|
Income taxes (Topic 740): Intra-entity Transfers of Assets Other Than Inventory
|
(8,349
|
)
|
|
Balance, December 30, 2017, as adjusted
|
426,932
|
|
|
Net Income
|
72,885
|
|
|
Balance, March 31, 2018
|
$
|
499,817
|
|
|
March 31, 2018
|
|
December 30, 2017
|
||||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
|
Principal
|
|
Unamortized Discount
|
|
Carrying Value
|
|
Principal
|
|
Unamortized Discount
|
|
Carrying Value
|
||||||||||||
Revolving Credit Facility
|
$
|
45,000
|
|
|
$
|
—
|
|
|
$
|
45,000
|
|
|
$
|
85,000
|
|
|
$
|
—
|
|
|
$
|
85,000
|
|
2019 Term Loan
|
300,000
|
|
|
(174
|
)
|
|
299,826
|
|
|
300,000
|
|
|
(226
|
)
|
|
299,774
|
|
||||||
2024 Notes
|
350,000
|
|
|
(5,234
|
)
|
|
344,766
|
|
|
350,000
|
|
|
(5,405
|
)
|
|
344,595
|
|
||||||
Total outstanding debt
|
$
|
695,000
|
|
|
$
|
(5,408
|
)
|
|
$
|
689,592
|
|
|
$
|
735,000
|
|
|
$
|
(5,631
|
)
|
|
$
|
729,369
|
|
|
As of
|
||||||
|
March 31,
2018 |
|
December 30,
2017 |
||||
|
(In thousands)
|
||||||
Cash and cash equivalents
|
$
|
746,968
|
|
|
$
|
688,087
|
|
Short-term investments
|
5,466
|
|
|
4,455
|
|
||
Cash, cash equivalents and short-term investments
|
$
|
752,434
|
|
|
$
|
692,542
|
|
|
As of
|
||||||
|
March 31,
2018 |
|
December 30,
2017 |
||||
|
(In thousands)
|
||||||
Cash and interest bearing deposits
|
$
|
302,401
|
|
|
$
|
184,153
|
|
Money market funds
|
444,567
|
|
|
503,934
|
|
||
Total cash and cash equivalents
|
$
|
746,968
|
|
|
$
|
688,087
|
|
|
As of
|
||||||
|
March 31,
2018 |
|
December 30,
2017 |
||||
|
(In thousands)
|
||||||
Accounts receivable
|
$
|
117,065
|
|
|
$
|
119,325
|
|
Unbilled accounts receivable
|
109,423
|
|
|
71,101
|
|
||
Long-term receivables
|
9,380
|
|
|
12,239
|
|
||
Total receivables
|
235,868
|
|
|
202,665
|
|
||
Less allowance for doubtful accounts
|
(666
|
)
|
|
—
|
|
||
Total receivables, net
|
$
|
235,202
|
|
|
$
|
202,665
|
|
|
Three Months Ended
|
||||
|
March 31,
2018 |
|
April 1,
2017 |
||
Functional Verification, including Emulation and Prototyping Hardware
|
26
|
%
|
|
23
|
%
|
Digital IC Design and Signoff
|
30
|
%
|
|
29
|
%
|
Custom IC Design
|
26
|
%
|
|
26
|
%
|
System Interconnect and Analysis
|
9
|
%
|
|
10
|
%
|
IP
|
9
|
%
|
|
12
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
As of
|
||||||
|
March 31,
2018 |
|
December 30,
2017 |
||||
|
|
|
As Adjusted
|
||||
|
(In thousands)
|
||||||
Contract assets
|
$
|
6,077
|
|
|
$
|
3,964
|
|
Deferred revenue
|
366,915
|
|
|
336,060
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
|
(In thousands)
|
||||||
Cost of product and maintenance
|
$
|
590
|
|
|
$
|
529
|
|
Cost of services
|
863
|
|
|
761
|
|
||
Marketing and sales
|
7,614
|
|
|
6,008
|
|
||
Research and development
|
23,235
|
|
|
15,482
|
|
||
General and administrative
|
5,599
|
|
|
4,656
|
|
||
Total stock-based compensation expense
|
$
|
37,901
|
|
|
$
|
27,436
|
|
|
Gross Carrying
Amount
|
||
|
(In thousands)
|
||
Balance as of December 30, 2017
|
$
|
666,009
|
|
Effect of foreign currency translation
|
(394
|
)
|
|
Balance as of March 31, 2018
|
$
|
665,615
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Acquired
Intangibles, Net
|
||||||
|
(In thousands)
|
||||||||||
Existing technology
|
$
|
331,162
|
|
|
$
|
(197,877
|
)
|
|
$
|
133,285
|
|
Agreements and relationships
|
146,565
|
|
|
(89,725
|
)
|
|
56,840
|
|
|||
Tradenames, trademarks and patents
|
10,718
|
|
|
(7,416
|
)
|
|
3,302
|
|
|||
Total acquired intangibles with definite lives
|
488,445
|
|
|
(295,018
|
)
|
|
193,427
|
|
|||
In-process technology
|
71,500
|
|
|
—
|
|
|
71,500
|
|
|||
Total acquired intangibles
|
$
|
559,945
|
|
|
$
|
(295,018
|
)
|
|
$
|
264,927
|
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Acquired
Intangibles, Net
|
||||||
|
(In thousands)
|
||||||||||
Existing technology
|
$
|
342,810
|
|
|
$
|
(199,529
|
)
|
|
$
|
143,281
|
|
Agreements and relationships
|
151,063
|
|
|
(90,675
|
)
|
|
60,388
|
|
|||
Tradenames, trademarks and patents
|
10,918
|
|
|
(7,252
|
)
|
|
3,666
|
|
|||
Total acquired intangibles with definite lives
|
504,791
|
|
|
(297,456
|
)
|
|
207,335
|
|
|||
In-process technology
|
71,500
|
|
|
—
|
|
|
71,500
|
|
|||
Total acquired intangibles
|
$
|
576,291
|
|
|
$
|
(297,456
|
)
|
|
$
|
278,835
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
|
(In thousands)
|
||||||
Cost of product and maintenance
|
$
|
10,277
|
|
|
$
|
10,578
|
|
Amortization of acquired intangibles
|
3,630
|
|
|
3,856
|
|
||
Total amortization of acquired intangibles
|
$
|
13,907
|
|
|
$
|
14,434
|
|
|
Severance
and
Benefits
|
|
Excess
Facilities
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
Balance, December 30, 2017
|
$
|
13,535
|
|
|
$
|
249
|
|
|
$
|
13,784
|
|
Restructuring and other credits
|
(1,948
|
)
|
|
(43
|
)
|
|
(1,991
|
)
|
|||
Cash payments
|
(6,813
|
)
|
|
(206
|
)
|
|
(7,019
|
)
|
|||
Effect of foreign currency translation
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Balance, March 31, 2018
|
$
|
4,764
|
|
|
$
|
—
|
|
|
$
|
4,764
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
|
(In thousands, except per share amounts)
|
||||||
Net income
|
$
|
72,885
|
|
|
$
|
68,259
|
|
Weighted average common shares used to calculate basic net income per share
|
273,773
|
|
|
270,173
|
|
||
Stock-based awards
|
7,878
|
|
|
7,563
|
|
||
Weighted average common shares used to calculate diluted net income per share
|
281,651
|
|
|
277,736
|
|
||
Net income per share - basic
|
$
|
0.27
|
|
|
$
|
0.25
|
|
Net income per share - diluted
|
$
|
0.26
|
|
|
$
|
0.25
|
|
|
Three Months Ended
|
||||
|
March 31,
2018 |
|
April 1,
2017 |
||
|
(In thousands)
|
||||
Long-term performance-based stock awards
|
150
|
|
|
232
|
|
Options to purchase shares of common stock
|
416
|
|
|
391
|
|
Non-vested shares of restricted stock
|
279
|
|
|
161
|
|
Total potential common shares excluded
|
845
|
|
|
784
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
|
(In thousands)
|
||||||
Shares repurchased
|
1,289
|
|
|
—
|
|
||
Total cost of repurchased shares
|
$
|
50,013
|
|
|
$
|
—
|
|
•
|
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.
|
|
As of
|
||||||
|
March 31,
2018 |
|
December 30,
2017 |
||||
|
(In thousands)
|
||||||
Foreign currency translation gain (loss)
|
$
|
9,082
|
|
|
$
|
(2,976
|
)
|
Changes in defined benefit plan liabilities
|
(3,142
|
)
|
|
(3,292
|
)
|
||
Unrealized holding gains on available-for-sale securities
|
—
|
|
|
2,638
|
|
||
Total accumulated other comprehensive income (loss)
|
$
|
5,940
|
|
|
$
|
(3,630
|
)
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
|
(In thousands)
|
||||||
Americas:
|
|
|
|
||||
United States
|
$
|
224,803
|
|
|
$
|
205,435
|
|
Other Americas
|
7,666
|
|
|
7,755
|
|
||
Total Americas
|
232,469
|
|
|
213,190
|
|
||
Asia
|
139,947
|
|
|
122,423
|
|
||
Europe, Middle East and Africa
|
104,708
|
|
|
98,321
|
|
||
Japan
|
40,189
|
|
|
42,977
|
|
||
Total
|
$
|
517,313
|
|
|
$
|
476,911
|
|
|
As of
|
||||||
|
March 31,
2018 |
|
December 30,
2017 |
||||
|
(In thousands)
|
||||||
Americas:
|
|
|
|
||||
United States
|
$
|
196,628
|
|
|
$
|
198,744
|
|
Other Americas
|
629
|
|
|
611
|
|
||
Total Americas
|
197,257
|
|
|
199,355
|
|
||
Asia
|
38,030
|
|
|
37,678
|
|
||
Europe, Middle East and Africa
|
13,856
|
|
|
13,615
|
|
||
Japan
|
667
|
|
|
694
|
|
||
Total
|
$
|
249,810
|
|
|
$
|
251,342
|
|
•
|
Functional Verification, including Emulation and Prototyping Hardware;
|
•
|
Digital IC Design and Signoff;
|
•
|
Custom IC Design;
|
•
|
System Interconnect and Analysis; and
|
•
|
IP.
|
•
|
the effects of adopting ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which provided a new basis of accounting for our revenue arrangements during fiscal 2018;
|
•
|
increased product and maintenance revenue resulting from overall growth in our software and hardware business, particularly in the United States and Asia, partially offset by lower IP revenue; and
|
•
|
continued investment in research and development activities focused on creating and enhancing our products.
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
Amount
|
|
Percentage
|
|||||||
|
(In millions, except percentages)
|
|||||||||||||
Product and maintenance
|
$
|
480.6
|
|
|
$
|
451.4
|
|
|
$
|
29.2
|
|
|
6
|
%
|
Services
|
36.7
|
|
|
25.5
|
|
|
11.2
|
|
|
44
|
%
|
|||
Total revenue
|
$
|
517.3
|
|
|
$
|
476.9
|
|
|
$
|
40.4
|
|
|
8
|
%
|
|
Three Months Ended
|
|||||||||||||
|
April 1,
2017 |
|
July 1,
2017 |
|
September 30,
2017 |
|
December 30,
2017 |
|
March 31,
2018 |
|||||
Functional Verification, including Emulation and Prototyping Hardware
|
23
|
%
|
|
23
|
%
|
|
21
|
%
|
|
23
|
%
|
|
26
|
%
|
Digital IC Design and Signoff
|
29
|
%
|
|
30
|
%
|
|
30
|
%
|
|
29
|
%
|
|
30
|
%
|
Custom IC Design
|
26
|
%
|
|
26
|
%
|
|
28
|
%
|
|
26
|
%
|
|
26
|
%
|
System Interconnect and Analysis
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
10
|
%
|
|
9
|
%
|
IP
|
12
|
%
|
|
11
|
%
|
|
11
|
%
|
|
12
|
%
|
|
9
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
Amount
|
|
Percentage
|
|||||||
|
(In millions, except percentages)
|
|||||||||||||
United States
|
$
|
224.8
|
|
|
$
|
205.4
|
|
|
$
|
19.4
|
|
|
9
|
%
|
Other Americas
|
7.7
|
|
|
7.8
|
|
|
(0.1
|
)
|
|
(1
|
)%
|
|||
Asia
|
139.9
|
|
|
122.4
|
|
|
17.5
|
|
|
14
|
%
|
|||
Europe, Middle East and Africa
|
104.7
|
|
|
98.3
|
|
|
6.4
|
|
|
7
|
%
|
|||
Japan
|
40.2
|
|
|
43.0
|
|
|
(2.8
|
)
|
|
(7
|
)%
|
|||
Total revenue
|
$
|
517.3
|
|
|
$
|
476.9
|
|
|
$
|
40.4
|
|
|
8
|
%
|
|
Three Months Ended
|
||||
|
March 31,
2018 |
|
April 1,
2017 |
||
United States
|
44
|
%
|
|
43
|
%
|
Other Americas
|
1
|
%
|
|
2
|
%
|
Asia
|
27
|
%
|
|
26
|
%
|
Europe, Middle East and Africa
|
20
|
%
|
|
20
|
%
|
Japan
|
8
|
%
|
|
9
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
Amount
|
|
Percentage
|
|||||||
|
(In millions, except percentages)
|
|||||||||||||
Cost of product and maintenance
|
$
|
41.7
|
|
|
$
|
43.7
|
|
|
$
|
(2.0
|
)
|
|
(5
|
)%
|
Cost of services
|
21.5
|
|
|
18.1
|
|
|
3.4
|
|
|
19
|
%
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
Amount
|
|
Percentage
|
|||||||
|
(In millions, except percentages)
|
|||||||||||||
Product and maintenance-related costs
|
$
|
31.4
|
|
|
$
|
33.1
|
|
|
$
|
(1.7
|
)
|
|
(5
|
)%
|
Amortization of acquired intangibles
|
10.3
|
|
|
10.6
|
|
|
(0.3
|
)
|
|
(3
|
)%
|
|||
Total cost of product and maintenance
|
$
|
41.7
|
|
|
$
|
43.7
|
|
|
$
|
(2.0
|
)
|
|
(5
|
)%
|
|
Change
|
||
|
Three Months Ended
|
||
|
(In millions)
|
||
Emulation and prototyping hardware costs
|
$
|
(1.8
|
)
|
Other items
|
0.1
|
|
|
Total change in product and maintenance-related costs
|
$
|
(1.7
|
)
|
|
Three Months Ended
|
|
Change
|
|||||||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
Amount
|
|
Percentage
|
|||||||
|
(In millions, except percentages)
|
|||||||||||||
Marketing and sales
|
$
|
109.1
|
|
|
$
|
103.3
|
|
|
$
|
5.8
|
|
|
6
|
%
|
Research and development
|
224.2
|
|
|
198.3
|
|
|
25.9
|
|
|
13
|
%
|
|||
General and administrative
|
33.3
|
|
|
31.8
|
|
|
1.5
|
|
|
5
|
%
|
|||
Total operating expenses
|
$
|
366.6
|
|
|
$
|
333.4
|
|
|
$
|
33.2
|
|
|
10
|
%
|
|
Three Months Ended
|
||||
|
March 31,
2018 |
|
April 1,
2017 |
||
Marketing and sales
|
21
|
%
|
|
22
|
%
|
Research and development
|
43
|
%
|
|
42
|
%
|
General and administrative
|
7
|
%
|
|
7
|
%
|
Total operating expenses
|
71
|
%
|
|
71
|
%
|
|
Change
|
||
|
Three Months Ended
|
||
|
(In millions)
|
||
Salary, benefits and other employee-related costs
|
$
|
3.1
|
|
Stock-based compensation
|
1.6
|
|
|
Other items
|
1.1
|
|
|
Total change in marketing and sales expense
|
$
|
5.8
|
|
|
Change
|
||
|
Three Months Ended
|
||
|
(In millions)
|
||
Salary, benefits and other employee-related costs
|
$
|
15.0
|
|
Stock-based compensation
|
7.8
|
|
|
Facilities and other infrastructure costs
|
1.3
|
|
|
Other items
|
1.8
|
|
|
Total change in research and development expense
|
$
|
25.9
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
|
(In millions)
|
||||||
Contractual interest expense:
|
|
|
|
||||
2019 Term Loan
|
$
|
2.1
|
|
|
$
|
1.8
|
|
2024 Notes
|
3.8
|
|
|
3.8
|
|
||
Revolving credit facility
|
0.5
|
|
|
0.4
|
|
||
Amortization of debt discount:
|
|
|
|
||||
2019 Term Loan
|
0.1
|
|
|
0.1
|
|
||
2024 Notes
|
0.2
|
|
|
0.2
|
|
||
Other
|
0.3
|
|
|
0.2
|
|
||
Total interest expense
|
$
|
7.0
|
|
|
$
|
6.5
|
|
|
Three Months Ended
|
||||||
|
March 31,
2018 |
|
April 1,
2017 |
||||
|
(In millions, except percentages)
|
||||||
Provision for income taxes
|
$
|
5.3
|
|
|
$
|
5.9
|
|
Effective tax rate
|
6.8
|
%
|
|
8.0
|
%
|
|
As of
|
|
|
||||||||
|
March 31,
2018 |
|
December 30,
2017 |
|
Change
|
||||||
|
(In millions)
|
||||||||||
Cash, cash equivalents and short-term investments
|
$
|
752.4
|
|
|
$
|
692.5
|
|
|
$
|
59.9
|
|
Net working capital
|
$
|
203.7
|
|
|
$
|
337.6
|
|
|
$
|
(133.9
|
)
|
|
Three Months Ended
|
|
|
||||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
Change
|
||||||
|
(In millions)
|
||||||||||
Cash provided by operating activities
|
$
|
157.6
|
|
|
$
|
92.4
|
|
|
$
|
65.2
|
|
|
Three Months Ended
|
|
|
||||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
Change
|
||||||
|
(In millions)
|
||||||||||
Cash used for investing activities
|
$
|
(13.1
|
)
|
|
$
|
(14.7
|
)
|
|
$
|
1.6
|
|
|
Three Months Ended
|
|
|
||||||||
|
March 31,
2018 |
|
April 1,
2017 |
|
Change
|
||||||
|
(In millions)
|
||||||||||
Cash used for financing activities
|
$
|
(97.1
|
)
|
|
$
|
(0.5
|
)
|
|
$
|
(96.6
|
)
|
|
Notional
Principal
|
|
Weighted
Average
Contract
Rate
|
|||
|
(In millions)
|
|
|
|||
Forward Contracts:
|
|
|
|
|||
European Union euro
|
$
|
107.0
|
|
|
0.81
|
|
British pound
|
87.2
|
|
|
0.71
|
|
|
Japanese yen
|
59.3
|
|
|
106.32
|
|
|
Indian rupee
|
24.7
|
|
|
65.08
|
|
|
Swedish krona
|
18.0
|
|
|
8.22
|
|
|
South Korean won
|
17.7
|
|
|
1,064.62
|
|
|
Chinese renminbi
|
13.8
|
|
|
6.33
|
|
|
Israeli shekel
|
10.4
|
|
|
3.45
|
|
|
Other
|
12.6
|
|
|
N/A
|
|
|
Total
|
$
|
350.7
|
|
|
|
|
Estimated fair value
|
$
|
(0.8
|
)
|
|
|
•
|
changes in the design and manufacturing of ICs, including migration to advanced process nodes and three-dimensional transistors, such as 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 ability to design systems-on-chip (“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 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; and
|
•
|
adoption of cloud computing technologies with accompanying new business models for an increasing number of software categories.
|
•
|
the failure to realize anticipated benefits such as cost savings and revenue enhancements;
|
•
|
overlapping customers and product sets that impact our ability to maintain revenue at historical rates;
|
•
|
the failure to understand, compete and operate effectively in markets where we have limited experience;
|
•
|
the failure to integrate and manage acquired products and businesses effectively;
|
•
|
the failure to integrate and retain key employees of the acquired company or business;
|
•
|
difficulties in combining previously separate companies or 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 company or business;
|
•
|
the discovery, after completion of the acquisition, of unanticipated liabilities assumed from the acquired company, business or assets, such that we cannot realize the anticipated value of the acquisition;
|
•
|
difficulties related to integrating the products of an acquired company or business in, for example, distribution, engineering, licensing models or customer support areas;
|
•
|
unanticipated costs; or
|
•
|
unwillingness of customers of the acquired business to continue licensing or buying products from us following the acquisition.
|
•
|
the development by others of competitive products or platforms and engineering services, possibly resulting in a shift of customer preferences away from our products and services and significantly decreased revenue;
|
•
|
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 emulation and prototyping hardware systems products;
|
•
|
the challenges of advanced node design may lead 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 challenges of developing (or acquiring externally developed) technology solutions, including hardware and IP offerings, that are adequate and competitive in meeting the rapidly evolving requirements of next-generation design challenges;
|
•
|
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 low cost of entry in our business;
|
•
|
the combination of our competitors or collaboration among many companies to deliver more comprehensive offerings than they could individually; and
|
•
|
decisions by electronics manufacturers to perform engineering services or IP development internally, rather than purchase these services from outside vendors due to budget constraints or excess engineering capacity.
|
•
|
changes in tax laws or the interpretation of such tax laws in the United States, Ireland, Hungary, the United Kingdom, China, the Republic of Korea, Japan, India or other international locations where we have operations;
|
•
|
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;
|
•
|
changes in tax benefits from stock-based compensation;
|
•
|
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; or
|
•
|
results of examinations by the IRS, state, and foreign tax or other governmental authorities.
|
•
|
quarterly or annual operating or financial results or 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, earnings or operating cash flow estimates;
|
•
|
an increase in our debt or other liabilities;
|
•
|
market conditions in the IC, electronics systems and semiconductor industries;
|
•
|
announcements of a restructuring plan;
|
•
|
changes in management;
|
•
|
repurchases of shares of our common stock or changes to plans to repurchase shares of our common stock;
|
•
|
a gain or loss of a significant customer or market segment share;
|
•
|
litigation; and
|
•
|
announcements of new products or acquisitions of new technologies by us, our competitors or our customers.
|
•
|
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 impossible.
|
•
|
shifts in political, trade or other policies resulting from the results of certain elections or votes, such as changes in policies pursued by the United States, China or the Republic of Korea, or changes associated with the United Kingdom’s withdrawal from the European Union;
|
•
|
the adoption or expansion of government trade restrictions, including tariffs, export or import regulations, sanctions or 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;
|
•
|
differing employment practices and labor issues;
|
•
|
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; and
|
•
|
variations in costs or expenses associated with our international operations, including as a result of changes in foreign tax laws or devaluation of the U.S. dollar relative to other foreign currencies.
|
•
|
loss of customers;
|
•
|
loss of market share;
|
•
|
damage to our reputation;
|
•
|
failure to attract new customers or achieve market acceptance;
|
•
|
diversion of development resources to resolve the problem;
|
•
|
loss of or delay in revenue or payments;
|
•
|
increased service costs; and
|
•
|
liability for damages.
|
•
|
the timing of customers’ competitive evaluation processes; or
|
•
|
customers’ budgetary constraints and budget cycles.
|
•
|
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.
|
•
|
making it more difficult for us to satisfy our obligations to service our debt as described above;
|
•
|
limiting our ability to obtain additional financing to fund future working capital, capital expenditures,
|
•
|
requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other
|
•
|
utilizing large portions of our U.S. cash to service our debt obligations because those payments are made in the United States, which may require us to repatriate cash from outside the United States;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under
|
•
|
limiting our flexibility in planning for and reacting to changes in the industry in which we compete;
|
•
|
placing us at a disadvantage compared to other, less leveraged competitors and competitors that have greater access to capital resources;
|
•
|
limiting our interest deductions for US income tax purposes; and
|
•
|
increasing our cost of borrowing.
|
•
|
pay dividends or make other distributions or repurchase or redeem capital stock;
|
•
|
prepay, redeem or repurchase certain debt;
|
•
|
issue certain preferred stock or similar equity securities;
|
•
|
make certain investments;
|
•
|
incur liens;
|
•
|
incur additional indebtedness and guarantee indebtedness;
|
•
|
enter into sale and leaseback transactions;
|
•
|
enter into transactions with affiliates;
|
•
|
alter the businesses we conduct;
|
•
|
enter into agreements restricting our subsidiaries’ ability to pay dividends; and
|
•
|
consolidate, merge or sell all or substantially all of our assets.
|
•
|
limited in how we conduct our business;
|
•
|
unable to raise additional debt or equity financing to operate during general economic or business downturns; or
|
•
|
unable to compete effectively or to take advantage of new business opportunities.
|
Period
|
|
Total Number
of Shares
Purchased
(1)
|
|
Average
Price Paid
Per Share
(2)
|
|
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)
|
||||||
December 31, 2017 – February 3, 2018
|
|
7,858
|
|
|
$
|
44.96
|
|
|
—
|
|
|
$
|
425
|
|
February 4, 2018 – March 3, 2018
|
|
1,149,271
|
|
|
$
|
39.23
|
|
|
604,653
|
|
|
$
|
401
|
|
March 4, 2018 – March 31, 2018
|
|
702,142
|
|
|
$
|
38.63
|
|
|
683,991
|
|
|
$
|
375
|
|
Total
|
|
1,859,271
|
|
|
$
|
39.02
|
|
|
1,288,644
|
|
|
|
(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.
|
(2)
|
The weighted average price paid per share of common stock does not include the cost of commissions.
|
(a)
|
The following exhibits are filed herewith:
|
|
|
|
|
Incorporated by Reference
|
||||||||
Exhibit
Number
|
|
Exhibit Title
|
|
Form
|
|
File No.
|
|
Exhibit
No.
|
|
Filing Date
|
|
Provided
Herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8-K
|
|
000-15867
|
|
3.01
|
|
2/12/2018
|
|
|
||
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
X
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
X
|
|
|
|
|
CADENCE DESIGN SYSTEMS, INC.
(Registrant)
|
|
|
|
|
|
|
|
DATE:
|
April 25, 2018
|
|
|
By:
|
/s/ Lip-Bu Tan
|
|
|
|
|
|
Lip-Bu Tan
|
|
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
|
|
|
DATE:
|
April 25, 2018
|
|
|
By:
|
/s/ John M. Wall
|
|
|
|
|
|
John M. Wall
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
CADENCE DESIGN SYSTEMS, INC.
|
|
EXECUTIVE
|
|
|
|
|
|
|
|
By:
|
/s/ Christina R. Jones
|
|
/s/ Lip-Bu Tan
|
|
Name:
|
Christina R. Jones
|
|
Lip-Bu Tan
|
|
Title:
|
Senior Vice President
|
|
|
|
|
Global Human Resources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q 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/ John M. Wall
|
|
|
|
John M. Wall
|
|
|
|
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
|
|
|
|
Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
Date:
|
April 25, 2018
|
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/ John M. Wall
|
|
|
|
John M. Wall
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Accounting and Financial Officer)
|
|
|
|
Date:
|
April 25, 2018
|