Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


(Mark One)

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-15867


cdnslogoa02.jpg

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)


Delaware00-0000000
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
2655 Seely Avenue, Building 5,San Jose,California95134
(Address of Principal Executive Offices)(Zip Code)

(408) 943-1234

Registrant’s Telephone Number, including Area Code


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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par value per shareCDNSNasdaq Global Select Market

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.

Large Accelerated Filer☒Accelerated Filer☐Smaller Reporting Company☐
Non-accelerated Filer☐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. ☐

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

On September 30, 2024, approximately 274,263,000 shares of the registrant’s common stock, $0.01 par value, were outstanding.

CADENCE DESIGN SYSTEMS, INC.

INDEX

Page
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements:
Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 20231
Condensed Consolidated Income Statements for the three and nine months ended September 30, 2024 and September 30, 20232
Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2024 and September 30, 20233
Condensed Consolidated Statements of Stockholders’ Equity for the three and nine months ended September 30, 2024 and September 30, 20234
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and September 30, 20236
Notes to Condensed Consolidated Financial Statements6
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations23
Item 3.Quantitative and Qualitative Disclosures About Market Risk35
Item 4.Controls and Procedures37
PART II.OTHER INFORMATION
Item 1.Legal Proceedings38
Item 1A.Risk Factors38
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds39
Item 3.Defaults Upon Senior Securities40
Item 4.Mine Safety Disclosures40
Item 5.Other Information40
Item 6.Exhibits41
Signatures43

PART I. FINANCIAL INFORMATION

Next: Item 1. Financial Statements