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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 FORM 8-K
 
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): July 28, 2025
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware   000-15867   00-0000000
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
2655 Seely Avenue, San Jose, California 95134
(Address of Principal Executive Offices) (Zip Code)
(408) 943-1234
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.01 par value per share CDNS Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐








Item 2.02. Results of Operations and Financial Condition.

On July 28, 2025 Cadence Design Systems, Inc. (“Cadence”) issued a press release announcing its financial results for the quarter ended June 30, 2025.
A copy of the press release is attached hereto as Exhibit 99.01 and a copy of the commentary by the Chief Financial Officer of Cadence regarding Cadence's financial results for the quarter ended June 30, 2025 is attached hereto as Exhibit 99.02, and the press release and the commentary are incorporated herein by reference.
The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits

Exhibit No.    Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: July 28, 2025
CADENCE DESIGN SYSTEMS, INC.
By:  
/s/ John M. Wall
 
John M. Wall
 
Senior Vice President and Chief Financial Officer



EX-99.01 2 cdns7282025ex9901.htm PRESS RELEASE Document

Exhibit 99.01
Cadence Reports Second Quarter 2025 Financial Results
Exceeded Q2 Guidance for Revenue & Non-GAAP EPS
Raising 2025 Revenue, Non-GAAP EPS & Cash Flow Outlook

SAN JOSE, Calif. — July 28, 2025 — Cadence (Nasdaq: CDNS) today announced results for the second quarter of 2025.
Second Quarter 2025 Financial Results
•Revenue of $1.275 billion, compared to revenue of $1.061 billion in Q2 2024
•GAAP operating margin of 19.0%, compared to 27.7% in Q2 2024
•GAAP diluted net income per share of $0.59, compared to $0.84 in Q2 2024
•Non-GAAP operating margin of 42.8%, compared to 40.1% in Q2 2024
•Non-GAAP diluted net income per share of $1.65, compared to $1.28 in Q2 2024
•Quarter-end backlog was $6.4 billion and current remaining performance obligations (“cRPO”), contract revenue expected to be recognized as revenue in the next 12 months, was $3.1 billion
•GAAP results include a one-time charge relating to the $140.6 million settlements of our previously disclosed legal proceedings with the U.S. Department of Justice (“DOJ”) and the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce

“Cadence delivered an exceptional Q2, with 20% year-over-year revenue growth and stronger than expected bookings. This highlighted the strategic relevance of our AI-driven portfolio and the depth of our customer relationships,” said Anirudh Devgan, president and chief executive officer. “The strength and breadth of our products are enabling us to lead through the accelerating waves of the AI Supercycle, from AI infrastructure build-out, to physical AI in autonomous systems, to the emerging frontier of science AI.”

“I am pleased to report that Cadence delivered excellent results for Q2, with broad-based strength across all businesses, more than offsetting the impact of the temporary restrictions on exports to China imposed on May 23rd,” said John Wall, senior vice president and chief financial officer. “We are raising our 2025 revenue outlook to 13% growth year-over-year, and non-GAAP operating margin to 44%.”

CFO Commentary
Commentary on the second quarter of 2025 financial results by John Wall, senior vice president and chief financial officer, is available at www.cadence.com/cadence/investor_relations.
Business Outlook
For fiscal year 2025, the company expects:
•Revenue in the range of $5.21 billion to $5.27 billion
•GAAP operating margin in the range of 28.5% to 29.5%
•Non-GAAP operating margin in the range of 43.5% to 44.5%
•GAAP diluted net income per share in the range of $3.97 to $4.07
•Non-GAAP diluted net income per share in the range of $6.85 to $6.95
•Operating cash flow in the range of $1.65 billion to $1.75 billion

At the midpoint, the $50 million increase in operating cash flow outlook is primarily driven by the $50 million increase in revenue outlook. Cadence anticipates a $140.6 million cash outflow relating to the DOJ and BIS settlements. In addition, Cadence expects to benefit from approximately $140 million in reduced cash tax payments due to the immediate expensing of U.S. R&D expenditures under the One Big Beautiful Bill Act.
The company utilizes a long-term projected non-GAAP tax rate, which reflects currently available information, as well as other factors and assumptions. The non-GAAP tax rate is subject to change for a variety of reasons, including the rapidly evolving global tax environment, significant changes in the company’s geographic earnings mix, or other changes to the company’s strategy or business operations. The company expects to use the current normalized non-GAAP tax rate through fiscal 2025 but will re-evaluate this rate periodically for significant items that may materially affect its projections.



Reconciliations of the financial results and business outlook from GAAP operating margin, GAAP net income and GAAP diluted net income per share to non-GAAP operating margin, non-GAAP net income and non-GAAP diluted net income per share, respectively, are included in this press release.
Business Highlights
•Launched Cadence Cerebrus AI Studio, an agentic AI implementation platform delivering up to 20% PPA improvement and 5x to 10x faster chip delivery time.
•Launched Millennium M2000 AI Supercomputer featuring Nvidia Blackwell, delivering AI-accelerated simulation at unprecedented speed and scale across engineering and science workloads.
•Core EDA, comprised of Cadence’s digital, custom / analog and verification businesses, delivered 16% year-over-year revenue growth, driven by further proliferation of Cadence's AI portfolio.
•IP business delivered more than 25% year-over-year revenue growth, driven by product strength and a broadening silicon solutions portfolio.
•System Design & Analysis business achieved 35% year-over-year revenue growth driven by Cadence’s multi-physics analysis platform and AI-driven optimization, which delivered superior results.

Audio Webcast Scheduled
Anirudh Devgan, president and chief executive officer, and John Wall, senior vice president and chief financial officer, will host the second quarter 2025 financial results audio webcast today, July 28, 2025, at 2 p.m. (Pacific) / 5 p.m. (Eastern). Attendees are asked to register at the website at least 10 minutes prior to the scheduled webcast. An archive of the webcast will be available starting July 28, 2025 at 5 p.m. (Pacific) and ending September 16, 2025 at 5 p.m. (Pacific). Webcast access is available at www.cadence.com/cadence/investor_relations.
About Cadence
Cadence is a market leader in AI and digital twins, pioneering the application of computational software to accelerate innovation in the engineering design of silicon to systems. Our design solutions, based on Cadence’s Intelligent System Design™ strategy, are essential for the world’s leading semiconductor and systems companies to build their next-generation products from chips to full electromechanical systems that serve a wide range of markets, including hyperscale computing, mobile communications, automotive, aerospace, industrial, life sciences and robotics. In 2024, Cadence was recognized by the Wall Street Journal as one of the world’s top 100 best-managed companies. Cadence solutions offer limitless opportunities—learn more at www.cadence.com.

© 2025 Cadence Design Systems, Inc. All rights reserved worldwide. Cadence, the Cadence logo and the other Cadence marks found at www.cadence.com/go/trademarks are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.



This press release contains forward-looking statements, including Cadence’s outlook on future operating results, financial condition, strategic objectives, business model and prospects, technology and product developments, backlog, industry trends, market growth, settlements of legal proceedings, tax payments and rates and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will,” and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control, and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: (i) Cadence’s ability to compete successfully in the highly competitive industries in which it operates and realize the benefits of its investments in research and development, including opportunities presented by AI; (ii) the success of Cadence’s efforts to maintain and improve operational efficiency and growth; (iii) the mix of products and services sold, the timing of orders and deliveries and the ability to develop, install or deliver Cadence’s products or services; (iv) changes in customer demands or supply constraints that could result in delays in purchases, development, installations or deliveries of Cadence’s products or services, including those resulting from consolidation, restructurings and other operational efficiency improvements of Cadence’s customers; (v) economic, geopolitical and industry conditions, including export controls, tariffs, other trade restrictions and other government regulations, as well as rising tensions and armed conflicts around the world; (vi) changes in tax laws, interest rate and currency exchange rate fluctuations, inflation rates, Cadence’s increased debt levels and obligations and Cadence’s ability to access capital and debt markets in the future; (vii) legislative or regulatory requirements; (viii) Cadence’s pending acquisitions which remain subject to certain closing conditions, the acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them; (ix) potential harm caused by compromises in cybersecurity and cybersecurity attacks; (x) capital expenditure requirements and events that affect cash flow, liquidity or reserves, or estimates Cadence may take from time to time with respect to accounts receivable, taxes and tax examinations, litigation, regulatory or other matters; (xi) the effects of any litigation, regulatory, tax or other proceedings to which Cadence is or may become a party or to which Cadence or its products, services, technologies or properties are subject, including the settlements with the DOJ (which is subject to court approval) and BIS, Cadence’s ongoing compliance, cooperation, audit and other obligations under the settlement agreements, any further inquiries or adverse actions by the court, the DOJ, BIS or other U.S. or foreign governmental authorities and any impact of the settlements on Cadence’s operations and business dealings in China, U.S. government contracting business and other customer relationships; and (xii) Cadence’s ability to successfully meet any environmental, social and governance targets and practices. In addition, the timing and amount of Cadence’s repurchases of its common stock are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors.

For a detailed discussion of these and other cautionary statements related to Cadence and its business, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, including its most recent report on Form 10-K, subsequent reports on Form 10-Q and future filings. Cadence plans to file a current report on Form 8-K with more information about the DOJ and BIS settlements and will include further information in its Form 10-Q for the fiscal quarter ended June 30, 2025.
All forward-looking statements in this press release are based on management's expectations as of the date of this press release and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.




GAAP to Non-GAAP Reconciliation

Non-GAAP financial measures should not be considered as a substitute for or superior to measures of financial performance prepared in accordance with generally accepted accounting principles, or GAAP. Investors are encouraged to review the reconciliation of non-GAAP measures contained within this press release with their most directly comparable GAAP results. Investors are also encouraged to look at the GAAP results as the best measure of financial performance.

To supplement Cadence’s financial results presented on a GAAP basis, Cadence management uses non-GAAP measures that it believes are helpful in understanding Cadence’s performance. One such measure is non-GAAP net income, which is a financial measure not calculated under GAAP. Non-GAAP net income is calculated by Cadence management by taking GAAP net income and excluding, as applicable, amortization of intangible assets, stock-based compensation expense, acquisition and integration-related costs including retention expenses, income or expenses related to investments, divestitures and Cadence’s non-qualified deferred compensation plan, restructuring, loss related to contingent liability and other significant items not directly related to Cadence’s core business operations, and the income tax effect of non-GAAP pre-tax adjustments.

Cadence management uses non-GAAP net income because it excludes items that are generally not directly related to the performance of Cadence’s core business operations and therefore provides supplemental information to Cadence management and investors regarding the performance of the business operations, facilitates comparisons to the historical operating results and allows the review of Cadence's business from the same perspective as Cadence management, including forecasting and budgeting.
The following tables reconcile the specific items excluded from GAAP operating margin, GAAP net income and GAAP net income per diluted share in the calculation of non-GAAP operating margin, non-GAAP net income and non-GAAP net income per diluted share for the periods shown below:
 
Operating Margin Reconciliation Three Months Ended
June 30, 2025 June 30, 2024
  (unaudited)
GAAP operating margin as a percent of total revenue
19.0%
27.7%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense
9.3%
8.3%
Amortization of acquired intangibles
1.8%
1.9%
Acquisition and integration-related costs
2.0%
1.9%
Restructuring
0.0%
0.0%
Non-qualified deferred compensation expenses
0.6%
0.2%
Special charges
0.0%
0.1%
Loss related to contingent liability*
10.1%
0.0%
Non-GAAP operating margin as a percent of total revenue
42.8%
40.1%
*
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.






Net Income Reconciliation Three Months Ended
June 30, 2025 June 30, 2024
(in thousands) (unaudited)
Net income on a GAAP basis $ 160,051  $ 229,520 
Stock-based compensation expense 118,325  87,569 
Amortization of acquired intangibles 23,703  20,155 
Acquisition and integration-related costs 26,021  20,715 
Restructuring 47  (33)
Non-qualified deferred compensation expenses
7,778  1,697 
Special charges
—  1,233 
Loss related to contingent liability*
128,545  — 
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets
(46,248) (27,048)
Income tax effect of non-GAAP adjustments 31,658  16,890 
Net income on a non-GAAP basis $ 449,880  $ 350,698 
*
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.

Diluted Net Income Per Share Reconciliation Three Months Ended
June 30, 2025 June 30, 2024
(in thousands, except per share data) (unaudited)
Diluted net income per share on a GAAP basis $ 0.59  $ 0.84 
Stock-based compensation expense 0.43  0.32 
Amortization of acquired intangibles 0.09  0.07 
Acquisition and integration-related costs 0.09  0.08 
Restructuring —  — 
Non-qualified deferred compensation expenses
0.03  0.01 
Special charges
—  — 
Loss related to contingent liability*
0.47  — 
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets
(0.17) (0.10)
Income tax effect of non-GAAP adjustments 0.12  0.06 
Diluted net income per share on a non-GAAP basis $ 1.65  $ 1.28 
Shares used in calculation of diluted net income per share 272,899  273,520 
*
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.

For more information, please contact:
Cadence Investor Relations
408-944-7100
investor_relations@cadence.com
Cadence Newsroom
408-944-7039
newsroom@cadence.com




Cadence Design Systems, Inc.
Condensed Consolidated Balance Sheets
June 30, 2025 and December 31, 2024
(In thousands)
(Unaudited)
 
June 30, 2025 December 31, 2024
Current assets:
Cash and cash equivalents $ 2,822,762  $ 2,644,030 
Receivables, net 670,166  680,460 
Inventories 226,162  257,711 
Prepaid expenses and other 503,453  433,878 
Total current assets 4,222,543  4,016,079 
Property, plant and equipment, net 482,131  458,200 
Goodwill 2,599,798  2,378,671 
Acquired intangibles, net 618,952  594,734 
Deferred taxes 980,223  982,057 
Other assets 605,051  544,741 
Total assets $ 9,508,698  $ 8,974,482 
Current liabilities:
Accounts payable and accrued liabilities $ 766,636  $ 632,692 
Current portion of deferred revenue 729,929  737,413 
Total current liabilities 1,496,565  1,370,105 
Long-term liabilities:
Long-term portion of deferred revenue 154,448  115,168 
Long-term debt 2,478,145  2,476,183 
Other long-term liabilities 373,002  339,448 
Total long-term liabilities 3,005,595  2,930,799 
Stockholders’ equity 5,006,538  4,673,578 
Total liabilities and stockholders’ equity $ 9,508,698  $ 8,974,482 





Cadence Design Systems, Inc.
Condensed Consolidated Income Statements
For the Three and Six Months Ended June 30, 2025 and June 30, 2024
(In thousands, except per share amounts)
(Unaudited)
 
  Three Months Ended
Six Months Ended
  June 30, 2025 June 30, 2024 June 30, 2025 June 30, 2024
Revenue:
Product and maintenance $ 1,170,510  $ 960,457  $ 2,281,360  $ 1,873,842 
Services 104,931  100,224  236,447  195,942 
Total revenue 1,275,441  1,060,681  2,517,807  2,069,784 
Costs and expenses:
Cost of product and maintenance 139,298  94,363  255,970  169,758 
Cost of services 44,869  44,907  95,330  94,709 
Marketing and sales 200,595  186,725  403,295  367,314 
Research and development 442,057  370,740  881,159  749,698 
General and administrative 69,029  63,436  132,127  132,152 
Amortization of acquired intangibles 9,204  6,667  18,126  12,074 
Loss related to contingent liability
128,545  —  128,545  — 
Restructuring 47  (33) (62) 247 
Total costs and expenses 1,033,644  766,805  1,914,490  1,525,952 
Income from operations 241,797  293,876  603,317  543,832 
Interest expense (28,948) (12,905) (58,066) (21,597)
Other income, net
67,758  34,739  91,048  103,518 
Income before provision for income taxes
280,607  315,710  636,299  625,753 
Provision for income taxes
120,556  86,190  202,669  148,590 
Net income $ 160,051  $ 229,520  $ 433,630  $ 477,163 
Net income per share - basic $ 0.59  $ 0.85  $ 1.60  $ 1.77 
Net income per share - diluted $ 0.59  $ 0.84  $ 1.59  $ 1.74 
Weighted average common shares outstanding - basic 271,294  270,912  271,633  270,259 
Weighted average common shares outstanding - diluted 272,899  273,520  273,264  273,532 




Cadence Design Systems, Inc.
Condensed Consolidated Statements of Cash Flows
For the Six Months Ended June 30, 2025 and June 30, 2024
(In thousands)
(Unaudited) 
Six Months Ended
  June 30, 2025 June 30, 2024
Cash and cash equivalents at beginning of period
$ 2,644,030  $ 1,008,152 
Cash flows from operating activities:
Net income 433,630  477,163 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 106,592  87,202 
Stock-based compensation 225,938  175,698 
Gain on divestitures and investments, net
(36,654) (80,599)
Deferred income taxes 3,241  (9,506)
ROU asset amortization and change in operating lease liabilities 2,629  (1,410)
Other non-cash items 3,502  1,510 
Changes in operating assets and liabilities, net of effect of acquired businesses:
Receivables (11,211) (49,384)
Inventories 7,528  (15,978)
Prepaid expenses and other (24,201) (39,868)
Other assets 12,239  (38,967)
Accounts payable and accrued liabilities 115,603  (93,078)
Deferred revenue 21,824  (18,599)
Other long-term liabilities 3,964  15,013 
Net cash provided by operating activities 864,624  409,197 
Cash flows from investing activities:
Purchases of investments (21,596) (2,095)
Proceeds from the sale and maturity of investments 1,989  43,864 
Proceeds from the sale of IP and other assets
11,500  — 
Purchases of property, plant and equipment (67,146) (78,800)
Cash paid in business combinations, net of cash acquired (122,146) (720,821)
Net cash used for investing activities (197,399) (757,852)
Cash flows from financing activities:
Proceeds from issuance of debt
—  700,000 
Payments of debt issuance costs
—  (944)
Proceeds from issuance of common stock 78,322  133,272 
Stock received for payment of employee taxes on vesting of restricted stock (94,334) (166,903)
Payments for repurchases of common stock (525,016) (250,010)
Net cash provided by (used for) financing activities
(541,028) 415,415 
Effect of exchange rate changes on cash and cash equivalents 52,535  (15,957)
Increase in cash and cash equivalents
178,732  50,803 
Cash and cash equivalents at end of period
$ 2,822,762  $ 1,058,955 







Cadence Design Systems, Inc.
(Unaudited)
Revenue Mix by Geography (% of Total Revenue)
 
  2024 2025
GEOGRAPHY Q1 Q2 Q3 Q4 Year Q1 Q2
Americas 46  % 49  % 50  % 49  % 49  % 48  % 49  %
China 12  % 12  % 13  % 13  % 12  % 11  % %
Other Asia 20  % 19  % 17  % 17  % 18  % 19  % 19  %
Europe, Middle East and Africa 17  % 14  % 14  % 15  % 15  % 16  % 16  %
Japan % % % % % % %
Total 100  % 100  % 100  % 100  % 100  % 100  % 100  %

Revenue Mix by Product Category (% of Total Revenue)
 
  2024 2025
PRODUCT CATEGORY Q1 Q2 Q3 Q4 Year Q1 Q2
Core EDA
76  % 73  % 70  % 68  % 71  % 71  % 71  %
Semiconductor IP
12  % 13  % 14  % 13  % 13  % 14  % 13  %
System Design and Analysis 12  % 14  % 16  % 19  % 16  % 15  % 16  %
Total 100  % 100  % 100  % 100  % 100  % 100  % 100  %


















Cadence Design Systems, Inc.
Impact of Non-GAAP Adjustments on Forward Looking Operating Margin
As of July 28, 2025
(Unaudited)
 
Three Months Ending
September 30, 2025
Year Ending
December 31, 2025
  Forecast Forecast
GAAP operating margin as a percent of total revenue
32% - 33%
28.5% - 29.5%
Reconciling items to non-GAAP operating margin as a percent of total revenue:
Stock-based compensation expense
9%
9%
Amortization of acquired intangibles
2%
2%
Acquisition and integration-related costs
2%
2%
Loss related to contingent liability*
0%
2%
Non-GAAP operating margin as a percent of total revenue†
45% - 46%
43.5% - 44.5%
*
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.










































Cadence Design Systems, Inc.
Impact of Non-GAAP Adjustments on Forward Looking Diluted Net Income Per Share
As of July 28, 2025
(Unaudited)
 
Three Months Ending
September 30, 2025
Year Ending
December 31, 2025
  Forecast Forecast
Diluted net income per share on a GAAP basis
$1.14 to $1.20
$3.97 to $4.07
Stock-based compensation expense 0.44 1.69
Amortization of acquired intangibles 0.10 0.37
Acquisition and integration-related costs 0.07 0.31
Non-qualified deferred compensation expenses
0.02
Special charges
0.01
Loss related to contingent liability*
0.47
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets
(0.16)
Income tax effect of non-GAAP adjustments 0.17
Diluted net income per share on a non-GAAP basis†
$1.75 to $1.81
$6.85 to $6.95
*
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.

The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.

Cadence Design Systems, Inc.
Impact of Non-GAAP Adjustments on Forward Looking Net Income
As of July 28, 2025
(Unaudited)
 
Three Months Ending
September 30, 2025
Year Ending
December 31, 2025
($ in millions) Forecast Forecast
Net income on a GAAP basis
$314 to $330
$1,087 to $1,114
Stock-based compensation expense 120 462
Amortization of acquired intangibles 26 101
Acquisition and integration-related costs 20 86
Non-qualified deferred compensation expenses
6
Special charges
2
Loss related to contingent liability*
129
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets
(43)
Income tax effect of non-GAAP adjustments 47
Net income on a non-GAAP basis†
$480 to $496
$1,877 to $1,904
*
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.

The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.



EX-99.02 3 cfocommentary7282025ex9902.htm CFO COMMENTARY Document
Exhibit 99.02
image0a22.jpg

CADENCE REPORTS SECOND QUARTER
2025
CADENCE DESIGN SYSTEMS, INC.
CFO COMMENTARY
Key Takeaways
• Exceeded Q2 guidance for revenue and non-GAAP EPS
• Raising 2025 revenue outlook by $50 million at midpoint driven by broad-based strength
• Raising 2025 operating cash flow outlook by $50 million at midpoint

Q3 2025 Outlook
• Revenue: 1.305 billion - $1.335 billion
• GAAP operating margin: 32% - 33%
• Non-GAAP operating margin: 45% - 46%
• GAAP EPS: $1.14 - $1.20
• Non-GAAP EPS: $1.75 - $1.81
• Expect to use approximately $200 million to repurchase Cadence shares in Q3
Q2 2025 KEY METRICS
• Revenue: $1.275 billion
• GAAP operating margin: 19.0%
• Non-GAAP operating margin: 42.8%
• GAAP EPS: $0.59
• Non-GAAP EPS: $1.65
• Operating cash flow: $378 million

FY 2025 Outlook
• Revenue: $5.21 billion - $5.27 billion
• GAAP operating margin: 28.5% - 29.5%
• Non-GAAP operating margin: 43.5% - 44.5%
• GAAP EPS: $3.97 - $4.07
• Non-GAAP EPS: $6.85 - $6.95
• Operating cash flow: $1.65 billion - $1.75 billion
• Expect to use at least 50% of free cash flow to repurchase Cadence shares for the year
Financial Results Webcast
Our Q2 2025 financial results webcast will begin July 28, 2025 at 2:00 p.m. (Pacific). The webcast may be accessed at www.cadence.com/cadence/investor_relations. An archive of the webcast will be available on July 28, 2025 until 5:00 p.m. (Pacific) on September 16, 2025.
July 28, 2025 Cadence Q2 2025 Financial Results
1


Cadence Design Systems, Inc.
Financial Metrics
(In Millions, except per share data) 2019 2020* 2021 2022
2023*
2024
2025E
Revenue $ 2,336  $ 2,683  $ 2,988  $ 3,562  $ 4,090  $ 4,641 
$5,210- $5,270
Revenue growth* 9% 15% 11% 19%
15%
13%
12% - 14%
3-year CAGR 9% 11% 12% 15% 15%
16%
~14%
3-year CAGR without 53rd week impact 11%
16%
GAAP operating expenses $ 1,845  $ 2,037  $ 2,209  $ 2,488  $ 2,839  $ 3,291 
~$3,720
GAAP operating expense growth 6% 10% 8% 13%
14%
16%
~13%
Non-GAAP operating expenses $ 1,587  $ 1,739  $ 1,877  $ 2,125  $ 2,373  $ 2,667 
~$2,934
Non-GAAP operating expense growth 6% 10% 8% 13%
12%
12%
~10%
GAAP operating margin**
21.1%
24.1%
26.1%
30.1%
30.6%
29.1%
29.0  %
Non-GAAP operating margin**
32.1%
35.2%
37.2%
40.3%
42.0%
42.5%
44.0  %
GAAP earnings per share $ 3.53  $ 2.11  $ 2.50  $ 3.09  $ 3.82  $ 3.85 
$3.97 - $4.07
Non-GAAP earning per share $ 2.20  $ 2.80  $ 3.29  $ 4.27  $ 5.15  $ 5.97 
$6.85 - $6.95
Non-GAAP EPS growth** 18% 27% 18% 30%
21%
16%
16  %
3-year Non-GAAP EPS CAGR** 22% 26% 21% 25%
23%
22%
17  %
Weighted average diluted shares outstanding
280.5 279.6 278.9 275.0
272.7
273.8
273 - 275
Cash flow from operations 730 905 1,101 1,242
1,349
1,261
$1,650 - $1,750
Capital expenditures 75 95 65 123
102
143
~$160
* Fiscal 2020 was a 53-week year, compared to all other years which were 52 week years. 2020 (which impacts the 3 year CAGR in 2023) included approximately $45 million revenue impact for the extra week.
** At midpoint of outlook.
Profitability Trends
(In Millions) 2019 2020 2021 2022
2023
2024
2025E
Revenue*
$ 2,336  $ 2,683  $ 2,988  $ 3,562  $ 4,090  $ 4,641  $ 5,240 
Revenue Growth*
9% 15% 11% 19%
15%
13%
13%
3-Year Revenue Growth CAGR*
9% 11% 12% 15% 15%
16%
14%
GAAP operating margin*
21.1%
24.1%
26.1%
30.1%
30.6%
29.1%
29.0%
Non-GAAP operating margin*
32.1%
35.2%
37.2%
40.3%
42.0%
42.5%
44.0%
Stock-based compensation
(7.8)%
(7.4)%
(7.0)%
(7.6)%
(8.0)%
(8.4)%
(8.8)%
Non-GAAP operating margin adjusted for stock-based compensation*
24.3%
27.8%
30.2%
32.7%
34.0%
34.1%
35.2%
GAAP operating income $ 492  $ 646  $ 779  $ 1,074  $ 1,251  $ 1,351  $ 1,520 
Non-GAAP operating income*
$ 749  $ 944  $ 1,111  $ 1,436  $ 1,717  $ 1,974  $ 2,306 
Non-GAAP operating income adjusted for stock-based compensation*
$ 567  $ 747  $ 901  $ 1,166  $ 1,391  $ 1,583  $ 1,844 
* At midpoint of outlook.
July 28, 2025 Cadence Q2 2025 Financial Results
2

Cadence Design Systems, Inc.
Third Quarter 2025 Financial Outlook
Q3 2024
Q2 2025*
Q3 2025E
Total Revenue ($ Millions) $ 1,215  $ 1,275 
$1,305 - 1,335
   Q/Q Growth
3%
2% - 5%
   Y/Y Growth
20%
7% - 10%
GAAP Operating Margin
28.8%
19.0%
32% - 33%
Non-GAAP Operating Margin
44.8%
42.8%
45% - 46%
GAAP EPS $ 0.87  $ 0.59 
$1.14 - $1.20
Non-GAAP EPS $ 1.64  $ 1.65 
$1.75 - $1.81
*Q2 2025 GAAP results include a one-time charge relating to the $140.6 million settlements of our previously disclosed legal proceedings with the U.S. Department of Justice (“DOJ”) and the Bureau of Industry and Security (“BIS”) of the U.S. Department of Commerce

Fiscal Year 2025 Financial Outlook
Previous Current
FY 2024
FY 2025E
FY 2025E
Recurring Revenue
83%
~80%
~80%
Total Revenue ($ Millions) $ 4,641 
$5,150 - $5,230
$5,210 - $5,270
   Y/Y Growth
13%
11% - 13%
12% - 14%
Revenue from Beginning Backlog
~70%
~70%
~70%
GAAP Operating Margin
29.1%
30.25% - 31.25%
28.5% - 29.5%
Non-GAAP Operating Margin
42.5%
43.25% - 44.25%
43.5% - 44.5%
GAAP Other Income & Expense ($ Millions) $ 45 
$(57) - $(43)
$(9) - $11
Non-GAAP Other Income & Expense ($ Millions) $ (16)
$(54) - $(40)
$(52) - $(32)
GAAP Tax Rate
24.4%
~26%
~28%
Non-GAAP Tax Rate
16.5%
16.5%
16.5%
Weighted Average Diluted Shares Outstanding (Millions)
273.8
273 - 275
273 - 275
GAAP EPS $ 3.85 
$4.21 - $4.31
$3.97 - $4.07
   Y/Y Growth
1%
9% - 12%
3% - 6%
Non-GAAP EPS $ 5.97 
$6.73 - $6.83
$6.85 - $6.95
   Y/Y Growth
16%
13% - 14%
15% - 16%
Cash Flow from Operations ($ Millions) $ 1,261 
$1,600 - $1,700
$1,650 - $1,750
DSO
48
~50
~50
Capital Expenditures ($ Millions) $ 143 
~$150
~$160


July 28, 2025 Cadence Q2 2025 Financial Results
3

Cadence Design Systems, Inc.
Second Quarter Financial Results
Backlog
(In Billions) 2021 2022
2023
2024
Q2 2025
Backlog $ 4.4  $ 5.8  $ 6.0  $ 6.8  $ 6.4 
Revenue
(In Millions)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Product and Maintenance $ 961  $ 1,100  $ 1,239  $ 1,111  $ 1,170 
Services 100  115  117  131  105 
   Total Revenue $ 1,061  $ 1,215  $ 1,356  $ 1,242  $ 1,275 
Recurring and Up-Front Revenue*
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Revenue Recognized Over Time
85  % 79  % 72  % 77  % 73  %
Other Recurring Revenue
% % % % %
Recurring Revenue
88  % 83  % 76  % 82  % 78  %
Up-Front Revenue
12  % 17  % 24  % 18  % 22  %
Total Revenue
100  % 100  % 100  % 100  % 100  %
*The definition of recurring revenue was updated in Q2 2025. Prior period numbers reflect the updated definition. Other recurring revenue includes revenue recognized at a point in time for short-term software arrangements that are typically renewed at least annually and revenue recognized at varying points in time over the term of other arrangements with non-cancelable commitments, whereby the customer commits to a fixed dollar amount over a specified period of time that can be used to purchase from a list of products.
Trailing Twelve Months Recurring and Up-Front Revenue
Trailing Twelve Months Ended
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Recurring Revenue 88  % 87  % 84  % 82  % 80  %
Up-Front Revenue 12  % 13  % 16  % 18  % 20  %
   Total 100  % 100  % 100  % 100  % 100  %
Revenue Mix by Geography
(% of Total Revenue)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Americas 49  % 50  % 49  % 48  % 49  %
China 12  % 13  % 13  % 11  % %
Other Asia 19  % 17  % 17  % 19  % 19  %
Europe, Middle East and Africa 14  % 14  % 15  % 16  % 16  %
Japan % % % % %
   Total 100  % 100  % 100  % 100  % 100  %
Revenue Mix by Product Category
(% of Total Revenue)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Core EDA
73  % 70  % 68  % 71  % 71  %
Semiconductor IP
13  % 14  % 13  % 14  % 13  %
System Design and Analysis 14  % 16  % 19  % 15  % 16  %
   Total 100  % 100  % 100  % 100  % 100  %


July 28, 2025 Cadence Q2 2025 Financial Results
4

Cadence Design Systems, Inc.
Gross Margin
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
GAAP Gross Margin 86.9  % 86.6  % 83.8  % 86.5  % 85.6  %
Non-GAAP Gross Margin 88.5  % 88.6  % 85.5  % 88.4  % 87.2  %
Total Costs and Expenses
(In Millions)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Total GAAP Costs and Expenses $ 767  $ 865  $ 899  $ 881  $ 1,034 
Total Non-GAAP Costs and Expenses $ 635  $ 671  $ 733  $ 724  $ 729 
Operating Margin
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
GAAP Operating Margin 27.7  % 28.8  % 33.7  % 29.1  % 19.0  %
Non-GAAP Operating Margin 40.1  % 44.8  % 46.0  % 41.7  % 42.8  %
Net Income Per Share
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
GAAP Net Income Per Share $ 0.84  $ 0.87  $ 1.24  $ 1.00  $ 0.59 
Non-GAAP Net Income Per Share $ 1.28  $ 1.64  $ 1.88  $ 1.57  $ 1.65 
Total DSO
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
DSO
49
44
48
44
51
Balance Sheet and Cash Review
Free Cash Flow
(In Millions)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Net Cash from Operating Activities $ 156  $ 410  $ 441  $ 487  $ 378 
Capital Expenditures 29  27  37  23  44 
Free Cash Flow $ 127  $ 383  $ 404  $ 464  $ 334 
Cash and Cash Equivalents
(In Millions)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Cash and Cash Equivalents $ 1,059  $ 2,786  $ 2,644  $ 2,778  $ 2,823 
•Approximately 63 percent of our cash and cash equivalents were in the U.S. at quarter-end.
Debt
(In Millions)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Debt (principal value)
$ 1,350  $ 2,850  $ 2,500  $ 2,500  $ 2,500 
•In September 2024, Cadence issued $2.5 billion of Senior Notes at a weighted average interest rate of 4.44%.
Share Repurchase
(In Millions)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Share Repurchase $ 125  $ 150  $ 150  $ 350  $ 175 
Number of Shares 0.423  0.563  0.519  1.361  0.607 
Employees
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Headcount 12,665  12,703  12,705  12,837  13,152 
July 28, 2025 Cadence Q2 2025 Financial Results
5

Cadence Design Systems, Inc.
Forward Looking Statements
This CFO Commentary contains forward-looking statements, including Cadence's outlook on future operating results, financial condition, strategic objectives, business model and prospects, technology and product developments, backlog, industry trends, market growth, settlements of legal proceedings, tax payments and rates and other statements using words such as “anticipates,” “believes,” “expects,” “intends,” “plans,” “will,” and words of similar import and the negatives thereof. Forward-looking statements are subject to a number of risks, uncertainties and other factors, many of which are outside Cadence’s control and which may cause actual results to differ materially from expectations expressed or implied in the forward-looking statements, including, among others: (i) Cadence’s ability to compete successfully in the highly competitive industries in which it operates and realize the benefits of its investments in research and development, including opportunities presented by AI; (ii) the success of Cadence’s efforts to maintain and improve operational efficiency and growth; (iii) the mix of products and services sold, the timing of orders and deliveries and the ability to develop, install or deliver Cadence’s products or services; (iv) changes in customer demands or supply constraints that could result in delays in purchases, development, installations or deliveries of Cadence’s products or services, including those resulting from consolidation, restructurings and other operational efficiency improvements of Cadence’s customers; (v) economic, geopolitical and industry conditions, including export controls, tariffs, other trade restrictions and other government regulations, as well as rising tensions and armed conflicts around the world; (vi) changes in tax laws, interest rate and currency exchange rate fluctuations, inflation rates, Cadence’s increased debt levels and obligations and Cadence’s ability to access capital and debt markets in the future; (vii) legislative or regulatory requirements; (viii) Cadence’s pending acquisitions which remain subject to certain closing conditions, the acquisition of other companies, businesses or technologies or the failure to successfully integrate and operate them; (ix) potential harm caused by compromises in cybersecurity and cybersecurity attacks; (x) capital expenditure requirements and events that affect cash flow, liquidity or reserves, or estimates Cadence may take from time to time with respect to accounts receivable, taxes and tax examinations, litigation, regulatory or other matters; (xi) the effects of any litigation, regulatory, tax or other proceedings to which Cadence is or may become a party or to which Cadence or its products, services, technologies or properties are subject, including the settlements with the DOJ (which is subject to court approval) and BIS, Cadence’s ongoing compliance, cooperation, audit and other obligations under the settlement agreements, any further inquiries or adverse actions by the court, the DOJ, BIS or other U.S. or foreign governmental authorities and any impact of the settlements on Cadence’s operations and business dealings in China, U.S. government contracting business and other customer relationships; and (xii) Cadence’s ability to successfully meet any environmental, social and governance targets and practices. In addition, the timing and amount of Cadence’s repurchases of its common stock are subject to business and market conditions, corporate and regulatory requirements, stock price, acquisition opportunities and other factors.

For a detailed discussion of these and other cautionary statements related to Cadence and its business, please refer to Cadence’s filings with the U.S. Securities and Exchange Commission, including its most recent report on Form 10-K, subsequent reports on Form 10-Q and future filings. Cadence plans to file a current report on Form 8-K with more information about the DOJ and BIS settlements and will include further information in its Form 10-Q for the fiscal quarter ended June 30, 2025.

All forward-looking statements in this document are based on management's expectations as of the date of this document and, except as required by law, Cadence disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.
GAAP to Non-GAAP Reconciliation
Non-GAAP financial measures should not be considered as a substitute for or superior to measures of financial performance prepared in accordance with GAAP. Investors are encouraged to review the reconciliation of non-GAAP financial measures contained within this CFO Commentary with their most directly comparable GAAP financial results. Investors are also encouraged to look at the GAAP results as the best measure of financial performance. See our earnings press release issued today for further discussion of our non-GAAP financial measures, as well as the reconciliation provided in the Appendix to this CFO Commentary.

Cadence’s management uses non-GAAP net income because it excludes items that are generally not directly related to the performance of the company’s core business operations and therefore provides supplemental information to Cadence’s management and investors regarding the performance of the business operations, facilitates comparisons to the historical operating results and allows the review of Cadence’s business from the same perspective as Cadence’s management, including forecasting and budgeting.

© 2025 Cadence Design Systems, Inc. All rights reserved worldwide. Cadence, the Cadence logo and the other Cadence marks found at www.cadence.com/go/trademarks are trademarks or registered trademarks of Cadence Design Systems, Inc. All other trademarks are the property of their respective owners.
July 28, 2025 Cadence Q2 2025 Financial Results
6

Cadence Design Systems, Inc.
APPENDIX I
Reconciliation of GAAP to Non-GAAP Financial Measures (Unaudited)
Reconciliation of GAAP Total Expenses to Non-GAAP Total Expenses
(In Millions)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
GAAP total costs and expenses $ 767  $ 865  $ 899  $ 881  $ 1,034 
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense (88) (109) (107) (108) (118)
Amortization of acquired intangibles (20) (27) (27) (25) (24)
Acquisition and integration-related costs (21) (29) (23) (23) (26)
Restructuring —  (25) —  — 
Non-qualified deferred compensation (expenses) credits
(2) (4) —  (8)
Special charges
(1) —  (2) (2) — 
Loss related to contingent liability*
—  —  (8) —  (129)
Non-GAAP total costs and expenses**
$ 635  $ 671  $ 733  $ 724  $ 729 
Table may not foot due to rounding
*
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
**
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
Reconciliation of GAAP Total Expenses to Non-GAAP Total Expenses
(In Millions) 2019 2020* 2021 2022
2023
2024
2025E
GAAP total costs and expenses $ 1,845  $ 2,037  $ 2,209  $ 2,488  $ 2,839  $ 3,291  $ 3,720 
Reconciling items to non-GAAP total costs and expenses
Stock-based compensation expense (182) (197) (210) (270) (326) (391) (462)
Amortization of acquired intangibles (53) (64) (67) (60) (62) (90) (101)
Acquisition and integration-related costs (8) (23) (23) (41) (56) (96) (86)
Restructuring (9) (9) —  (11) (24) — 
Non-qualified deferred compensation (expenses) credits (5) (5) (6) (11) (11) (6)
Special charges** (1) —  (27) —  —  (3) (2)
Loss related to contingent liability***
—  —  —  —  —  (8) (129)
Non-GAAP total costs and expenses****
$ 1,587  $ 1,739  $ 1,877  $ 2,125  $ 2,373  $ 2,667  $ 2,934 
Table may not foot due to rounding
* Fiscal 2020 was a 53-week year.
**
2021 includes costs related to a voluntary retirement program.
***
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
****
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
July 28, 2025 Cadence Q2 2025 Financial Results
7

Cadence Design Systems, Inc.
Reconciliation of GAAP Operating Income to Non-GAAP Operating Income and Non-GAAP Operating Income Adjusted for Stock-based Compensation
(In Millions) 2019 2020* 2021 2022
2023
2024
2025E
GAAP operating income
$ 492  $ 646  $ 779  $ 1,074  $ 1,251  $ 1,351  $ 1,520 
Reconciling items to non-GAAP operating income
Stock-based compensation expense 182  197  210  270  326  391  462 
Amortization of acquired intangibles 53  64  67  60  62  90  101 
Acquisition and integration-related costs 23  23  41  56  96  86 
Restructuring (1) —  11  24  — 
Non-qualified deferred compensation expenses (credits)
(8) 11  11 
Special charges** —  27  —  — 
Loss related to contingent liability***
—  —  —  —  —  129 
Non-GAAP operating income****
$ 749  $ 944  $ 1,111  $ 1,436  $ 1,717  $ 1,974  $ 2,306 
Stock-based compensation expense (182) (197) (210) (270) (326) (391) $ (462)
Non-GAAP operating income adjusted for stock-based compensation****
$ 567  $ 747  $ 901  $ 1,166  $ 1,391  $ 1,583  $ 1,844 
Table may not foot due to rounding
* Fiscal 2020 was a 53-week year.
**
2021 includes costs related to a voluntary retirement program.
***
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
****
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
July 28, 2025 Cadence Q2 2025 Financial Results
8

Cadence Design Systems, Inc.
Reconciliation of GAAP Gross Margin as a Percent of Total Revenue to Non-GAAP Gross Margin as a Percent of Total Revenue
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
GAAP gross margin as a percent of total revenue
86.9%
86.6%
83.8%
86.5%
85.6%
Reconciling items to non-GAAP gross margin as a percent of total revenue
Stock-based compensation expense
0.3%
0.3%
0.3%
0.4%
0.4%
Amortization of acquired intangibles
1.2%
1.5%
1.3%
1.4%
1.1%
Non-qualified deferred compensation expenses (credits)
0.0% 0.0% 0.0% 0.0% 0.0%
Acquisition and integration-related costs
0.1%
0.2%
0.1%
0.1%
0.1%
Non-GAAP gross margin as a percent of total revenue*
88.5%
88.6%
85.5%
88.4%
87.2%
* The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.


July 28, 2025 Cadence Q2 2025 Financial Results
9

Cadence Design Systems, Inc.
Reconciliation of GAAP Operating Margin as a Percent of Total Revenue to Non-GAAP Operating Margin as a Percent of Total Revenue
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Q3 2025E
GAAP operating margin as a percent of total revenue
27.7%
28.8%
33.7%
29.1%
19.0%
32% - 33%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Stock-based compensation expense
8.3%
9.0%
7.9%
8.7%
9.3%
9%
Amortization of acquired intangibles
1.9%
2.2%
2.0%
2.0%
1.8%
2%
Acquisition and integration-related costs
1.9%
2.4%
1.7%
1.8%
2.0%
2%
Restructuring
0.0%
2.0%
(0.1)%
0.0%
0.0%
0%
Non-qualified deferred compensation expenses (credits)
0.2%
0.4%
0.0%
(0.1)%
0.6%
0%
Special charges
0.1%
0.0%
0.2%
0.2%
0.0%
0%
Loss related to contingent liability*
0.0%
0.0%
0.6%
0.0%
10.1%
0%
Non-GAAP operating margin as a percent of total revenue**
40.1%
44.8%
46.0%
41.7%
42.8%
45% - 46%
*
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
**
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.


























July 28, 2025 Cadence Q2 2025 Financial Results
10

Cadence Design Systems, Inc.
Reconciliation of GAAP Operating Margin as a Percent of Total Revenue to Non-GAAP Operating Margin as a Percent of Total Revenue
2019 2020 2021 2022
2023
2024
2025E
GAAP operating margin as a percent of total revenue
21.1%
24.1%
26.1%
30.1%
30.6%
29.1%
28.5% - 29.5%
Reconciling items to non-GAAP operating margin as a percent of total revenue
Stock-based compensation expense
7.8%
7.4%
7.0%
7.6%
8.0%
8.4%
9%
Amortization of acquired intangibles
2.3%
2.4%
2.2%
1.7%
1.5%
2.0%
2%
Acquisition and integration-related costs
0.3%
0.8%
0.8%
1.1%
1.4%
2.1%
2%
Restructuring
0.4%
0.3%
0.0%
0.0%
0.3%
0.5%
0%
Non-qualified deferred compensation expenses (credits)
0.2%
0.2%
0.2%
(0.2)%
0.2%
0.2%
0%
Special charges*
0.0%
0.0%
0.9%
0.0%
0.0%
0.0%
0%
Loss related to contingent liability**
0.0%
0.0%
0.0%
0.0%
0.0%
0.2%
2%
Non-GAAP operating margin as a percent of total revenue***
32.1%
35.2%
37.2%
40.3%
42.0%
42.5%
43.5% - 44.5%
*
2021 includes costs related to a voluntary retirement program.
**
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
***
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.
July 28, 2025 Cadence Q2 2025 Financial Results
11

Cadence Design Systems, Inc.
Reconciliation of GAAP Diluted Net Income Per Share to Non-GAAP Diluted Net Income Per Share
(In Thousands, Except Per Share Data)
Q2 2024
Q3 2024
Q4 2024
Q1 2025
Q2 2025
Q3 2025E
Diluted net income per share on a GAAP basis $ 0.84  $ 0.87  $ 1.24  $ 1.00  $ 0.59 
$1.14 - $1.20
Stock-based compensation expense 0.32  0.40  0.39  0.39  0.43  0.44 
Amortization of acquired intangibles 0.07  0.10  0.10  0.09  0.09  0.10 
Acquisition and integration-related costs 0.08  0.11  0.08  0.09  0.09  0.07 
Restructuring —  0.09  —  —  —  — 
Non-qualified deferred compensation expenses (credits)
0.01  0.01  —  (0.01) 0.03  — 
Special charges
—  —  0.01  0.01  —  — 
Loss related to contingent liability*
—  —  0.03  —  0.47  — 
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets
(0.10) 0.04  0.05  0.01  (0.17) — 
Income tax effect of non-GAAP adjustments 0.06  0.02  (0.02) (0.01) 0.12  — 
Diluted net income per share on a non-GAAP basis**
$ 1.28  $ 1.64  $ 1.88  $ 1.57  $ 1.65 
$1.75 - $1.81
Shares used in calculation of diluted net income per share 273,520  273,958  274,292  273,631  272,899 
*
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
**
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.





July 28, 2025 Cadence Q2 2025 Financial Results
12

Cadence Design Systems, Inc.
Reconciliation of GAAP Diluted Net Income Per Share to Non-GAAP Diluted Net Income Per Share
(In Thousands, Except Per Share Data) 2019 2020 2021 2022
2023
2024
2025E
Diluted net income per share on a GAAP basis $ 3.53  $ 2.11  $ 2.50  $ 3.09  $ 3.82  $ 3.85 
$3.97 - $4.07
Stock-based compensation expense 0.65  0.71  0.75  0.98  1.19  1.43  1.69 
Amortization of acquired intangibles 0.19  0.23  0.24  0.22  0.23  0.33  0.37 
Acquisition and integration-related costs 0.03  0.08  0.08  0.15  0.21  0.35  0.31 
Restructuring 0.03  0.03  —  —  0.04  0.09  — 
Non-qualified deferred compensation expenses (credits) 0.02  0.02  0.02  (0.03) 0.04  0.04  0.02 
Special charges*
—  —  0.10  —  —  0.01  0.01 
Loss related to contingent liability**
—  —  —  —  —  0.03  0.47 
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets
(0.01) —  (0.03) 0.05  (0.17) (0.22) (0.16)
Income tax benefit related to intercompany transfers of certain intellectual property rights (2.05) —  —  —  —  —  — 
Income tax effect of non-GAAP adjustments (0.19) (0.38) (0.37) (0.19) (0.21) 0.06  0.17 
Diluted net income per share on a non-GAAP basis***
$ 2.20  $ 2.80  $ 3.29  $ 4.27  $ 5.15  $ 5.97 
$6.85 - $6.95
Shares used in calculation of diluted net income per share 280,515  279,641  278,858  275,011  272,748  273,833 
273 - 275M
*
2021 includes costs related to a voluntary retirement program.
**
Related to resolution of previously disclosed legal proceedings with the DOJ and BIS.
***
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.








July 28, 2025 Cadence Q2 2025 Financial Results
13

Cadence Design Systems, Inc.
Reconciliation of GAAP Total Other Income and Expense to Non-GAAP Total Other Income and Expense
(In Millions)
FY 2023
FY 2024
FY 2025E
GAAP total other income and expense $ 31  $ 45 
$(9) - $11
Reconciling items to non-GAAP total income and expense
Other income or expense related to investments, divestitures and non-qualified deferred compensation plan assets
(46) (61) (43)
Non-GAAP total other income and expense*
$ (15) $ (16)
$(52) - $(32)
*
The non-GAAP measures presented in the table above should not be considered a substitute for financial results and measures determined or calculated in accordance with GAAP.


July 28, 2025 Cadence Q2 2025 Financial Results
14