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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

For the fiscal year ended January 2, 2021

OR

For the transition period from _________ to_________.

Commission file number 000-15867

CADENCE DESIGN SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

(408)****-943-1234

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter ended June 27, 2020 was approximately $26,162,000,000.

On February 6, 2021, approximately 278,974,000 shares of the Registrant’s Common Stock, $0.01 par value, were outstanding.

CADENCE DESIGN SYSTEMS, INC.

Amendment No. 1 to the Annual Report on Form 10-K

For the year ended January 2, 2021

EXPLANATORY NOTE

Cadence Design Systems, Inc. (“Cadence”) is filing this Amendment No. 1 on Form 10-K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended January 2, 2021, as filed on February 22, 2021 (the “Original Form 10-K”), at the request of KPMG LLP (“KPMG”), solely to correct KPMG’s administrative error in its audit report on Cadence’s consolidated financial statements for the year ended December 28, 2019 (the “KPMG Audit Report”). The KPMG Audit Report in the Original Form 10-K did not include the correct signature date of February 24, 2020. Such change does not affect KPMG’s unqualified opinion on Cadence’s consolidated financial statements for the year ended December 28, 2019 included in the Original Form 10-K. Updated consents from each of KPMG and PricewaterhouseCoopers LLP with the current date are filed herewith as exhibits to this Amendment.

This Amendment includes Part II, Item 8, “Financial Statements and Supplementary Data” and Item 9A, “Controls and Procedures” in their entirety and without change from the Original Form 10-K. This Amendment also includes Part IV, Item 15, “Exhibits and Financial Statement Schedules” in its entirety and without change from the Original Form 10-K other than the correction of the signature date of the KPMG Audit Report.

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, this Amendment also contains new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

Except as described above, this Amendment does not amend, update or change any other items or disclosures in the Original Form 10-K. Further, this Amendment does not change any previously reported financial results, nor does it reflect subsequent events occurring after the filing date of the Original Form 10-K. This Amendment should be read in conjunction with the Original Form 10-K and our other filings with the Securities and Exchange Commission.

PART II.