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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
 
 
FORM 10-Q/A
 
Amendment No. 1
 
 
     
(Mark One)    
x
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 29, 2008
 
OR
     
o
  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 0-15867
 
 
 
 
CADENCE DESIGN SYSTEMS, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
 
 
 
     
Delaware   77-0148231
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)
  Identification No.)
     
2655 Seely Avenue, Building 5, San Jose, California
(Address of Principal Executive Offices)
  95134
(Zip Code)
 
 
(408) 943-1234
Registrant’s Telephone Number, including Area Code
 
 
 
 
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  X      No     
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
 
Large accelerated filer [ X ] Accelerated filer [    ] Non-accelerated filer [    ] Smaller reporting company [    ]
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes           No  X   
 
On March 29, 2008, 257,854,529 shares of the registrant’s common stock, $0.01 par value, were outstanding.


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Amendment No. 1 to the Quarterly Report on Form 10-Q
For the Quarterly Period Ended March 29, 2008
 
EXPLANATORY NOTE
 
Overview
 
Cadence Design Systems, Inc., or Cadence, is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended March 29, 2008, initially filed with the Securities and Exchange Commission, or the SEC, on April 25, 2008, to restate its unaudited Condensed Consolidated Financial Statements as of and for the three months ended March 29, 2008. This restatement corrects revenue recognition for one arrangement under which $24.8 million of Product revenue was recognized during the three months ended March 29, 2008, but should be recognized during the term of the arrangement, beginning in the fourth quarter of 2008.
 
Since Cadence is restating its Quarterly Report on Form 10-Q for the quarter ended March 29, 2008 for this one revenue arrangement, Cadence has also recorded two other Product revenue adjustments, in the aggregate amount of $8.4 million, that were previously disclosed in Cadence’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008, initially filed with the SEC on July 29, 2008. See Note 2 to the accompanying unaudited Condensed Consolidated Financial Statements for additional information.
 
As a result of these revenue adjustments, certain other line items in our unaudited Condensed Consolidated Financial Statements were also adjusted.
 
Effects of Restatement
 
This Amendment No. 1 to the Quarterly Report on Form 10-Q/A restates the Quarterly Report on Form 10-Q for the quarter ended March 29, 2008 in its entirety. However, Cadence has not modified nor updated disclosures presented in the Quarterly Report on Form 10-Q for the quarter ended March 29, 2008, except as required to reflect the effects of the matters discussed above. Accordingly, this Amendment No. 1 to the Quarterly Report on Form 10-Q/A does not reflect events occurring after the filing of the Quarterly Report on Form 10-Q for the quarter ended March 29, 2008, initially filed with the SEC on April 25, 2008, or modify or update those disclosures affected by subsequent events or discoveries. Therefore, this Amendment No. 1 to the Quarterly Report on Form 10-Q/A should be read in conjunction with Cadence’s Annual Report on Form 10-K for the year ended December 29, 2007, Cadence’s Amendment No. 1 to its Quarterly Report on Form 10-Q/A for the quarter ended June 28, 2008 and Cadence’s Quarterly Report on Form 10-Q for the quarter ended September 27, 2008.
 
Cadence has amended, to the extent relevant, the following items, which were impacted by the revenue adjustments described above:
 
Part I
 
Item 1 — Financial Statements — Cadence has added Note 2 to explain the restatement and corrected the financial statements and footnotes to reflect the restatement described in this Explanatory Note.
 
Item 2 — Management’s Discussion and Analysis of Financial Condition and Results of Operations — Cadence has added an introductory paragraph summarizing the effect of the restatement and has corrected the relevant sections to reflect the restatement.
 
Item 4 — Controls and Procedures — Cadence has reevaluated its internal controls and procedures and included remediation steps to address a material weakness.
 
Part II
 
Item 1A — Risk Factors — Cadence has corrected revenue-related percentages to reflect the reduction in revenue in international locations as revised in its restated Condensed Consolidated Financial Statements.
 
In addition, in accordance with applicable SEC rules, this Amendment No. 1 to the Quarterly Report on Form 10-Q/A includes currently-dated certifications from our Member and Chief of Staff of the Office of the Chief Executive, who is performing functions similar to a Principal Executive Officer, and Principal Financial Officer in Exhibits 31.01, 31.02, 32.01 and 32.02.


 

CADENCE DESIGN SYSTEMS, INC.
INDEX
 
             
        Page
 
           
PART I.          
           
         
           
        1  
           
        2  
           
        3  
        4  
           
      20  
           
      36  
           
      38  
           
PART II.          
           
      41  
           
      42  
           
      55  
           
      55  
           
      55  
           
      55  
           
      56  
           
        57  
 EX-31.01
 EX-31.02
 EX-32.01
 EX-32.02


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PART I. FINANCIAL INFORMATION
 
Item 1.   Financial Statements
 
CADENCE DESIGN SYSTEMS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
 
ASSETS
 
                 
    Restated
       
    March 29,
    December 29,
 
    2008     2007  
 
Current Assets:
               
Cash and cash equivalents
  $ 825,545     $ 1,062,920  
Short-term investments
    11,157       15,193  
Receivables, net of allowances of $2,752 and $2,895, respectively
    326,974       326,211  
Inventories
    29,771       31,003  
Prepaid expenses and other
    97,940       94,236  
                 
Total current assets
    1,291,387       1,529,563  
Property, plant and equipment, net of accumulated depreciation of $633,059 and $624,680, respectively
    345,918       339,463  
Goodwill
    1,315,561       1,310,211  
Acquired intangibles, net
    124,196       127,072  
Installment contract receivables
    214,991       238,010  
Other assets
    326,003       326,831  
                 
Total Assets
  $ 3,618,056     $ 3,871,150  
                 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
               
Convertible notes
  $ 230,385     $ 230,385  
Accounts payable and accrued liabilities
    220,906       289,934  
Current portion of deferred revenue
    296,048       265,168  
                 
Total current liabilities
    747,339       785,487  
                 
Long-Term Liabilities:
               
Long-term portion of deferred revenue
    135,465       136,655  
Convertible notes
    500,000       500,000  
Other long-term liabilities
    352,023       368,942  
                 
Total long-term liabilities
    987,488       1,005,597  
                 
Stockholders’ Equity:
               
Common stock and capital in excess of par value
    1,528,671       1,516,493  
Treasury stock, at cost
    (780,999 )     (619,125 )
Retained earnings
    1,108,700       1,162,441  
Accumulated other comprehensive income
    26,857       20,257  
                 
Total stockholders’ equity
    1,883,229       2,080,066  
                 
Total Liabilities and Stockholders’ Equity
  $ 3,618,056     $ 3,871,150  
                 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


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CADENCE DESIGN SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
                 
    Three Months Ended  
    Restated
       
    March 29,
    March 31,
 
    2008     2007  
 
Revenue:
               
Product
  $ 139,754     $ 237,904  
Services
    32,196       31,922  
Maintenance
    98,800       95,359  
                 
Total revenue
    270,750       365,185  
                 
Costs and Expenses:
               
Cost of product
    12,001       15,652  
Cost of services
    25,193       23,615  
Cost of maintenance
    14,540       15,123  
Marketing and sales
    93,034       102,698  
Research and development
    125,356       117,065  
General and administrative
    37,708       40,611  
Amortization of acquired intangibles
    5,760       4,509  
Restructuring and other charges (credits)
    ----       (945 )
Write-off of acquired in-process technology
    600       ----  
                 
Total costs and expenses
    314,192       318,328  
                 
Income (loss) from operations
    (43,442 )     46,857  
Interest expense
    (2,995 )     (3,460 )
Other income, net
    5,763       19,530  
                 
Income (loss) before provision (benefit) for income taxes
    (40,674 )     62,927  
Provision (benefit) for income taxes
    (11,451 )     18,506  
                 
Net income (loss)
  $ (29,223 )   $ 44,421  
                 
Basic net income (loss) per share
  $ (0.11 )   $ 0.16  
                 
Diluted net income (loss) per share
  $ (0.11 )   $ 0.15  
                 
Weighted average common shares outstanding – basic
    262,825       269,660  
                 
Weighted average common shares outstanding – diluted
    262,825       293,603  
                 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


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CADENCE DESIGN SYSTEMS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
 
                 
    Three Months Ended  
    Restated
       
    March 29,
    March 31,
 
    2008     2007  
 
Cash and Cash Equivalents at Beginning of Period
  $ 1,062,920     $ 934,342  
                 
Cash Flows from Operating Activities:
               
Net income (loss)
    (29,223 )     44,421  
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities:
               
Depreciation and amortization
    32,982       31,920  
Stock-based compensation
    21,590       27,682  
Equity in loss from investments, net
    333       637  
Gain on investments, net
    (224 )     (7,498 )
Gain on sale and leaseback of land and buildings
    (535 )     (11,127 )
Write-down of investment securities
    5,401       ----  
Write-off of acquired in-process technology
    600       ----  
Tax benefit of call options
    ----       1,906  
Deferred income taxes
    ----       191  
Proceeds from the sale of receivables, net
    15,660       41,434  
Provisions (recoveries) for losses (gains) on trade accounts receivable and sales returns
    (142 )     1,283  
Other non-cash items
    1,075       3,216  
Changes in operating assets and liabilities, net of effect of acquired businesses:
               
Receivables
    (20,431 )     18,156  
Installment contract receivables
    42,600       (87,504 )
Inventories
    1,281       (651 )
Prepaid expenses and other
    (3,546 )     (9,832 )
Other assets
    (4,344 )     (4,346 )
Accounts payable and accrued liabilities
    (80,931 )     (37,729 )
Deferred revenue
    19,622       6,661  
Other long-term liabilities
    (20,849 )     143  
                 
Net cash provided by (used for) operating activities
    (19,081 )     18,963  
                 
Cash Flows from Investing Activities:
               
Proceeds from sale of short-term investments
    ----       197  
Proceeds from the sale of long-term investments
    3,250       4,787  
Proceeds from the sale of property, plant and equipment
    ----       46,500  
Purchases of property, plant and equipment
    (24,595 )     (20,394 )
Purchases of software licenses
    (375 )     ----  
Investment in venture capital partnerships and equity investments
    ----       (1,499 )
Cash paid in business combinations and asset acquisitions, net of cash acquired, and acquisition of intangibles
    (5,560 )     (1,547 )
                 
Net cash provided by (used for) investing activities
    (27,280 )     28,044  
                 
Cash Flows from Financing Activities:
               
Principal payments on term loan
    ----       (28,000 )
Tax benefit from employee stock transactions
    95       8,642  
Proceeds from issuance of common stock
    25,485       111,616  
Stock received for payment of employee taxes on vesting of restricted stock
    (2,207 )     (6,223 )
Purchases of treasury stock
    (216,236 )     (121,455 )
                 
Net cash used for financing activities
    (192,863 )     (35,420 )
                 
Effect of exchange rate changes on cash and cash equivalents
    1,849       825  
                 
Increase (decrease) in cash and cash equivalents
    (237,375 )     12,412  
                 
Cash and Cash Equivalents at End of Period
  $ 825,545     $ 946,754  
                 
 
The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


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CADENCE DESIGN SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
NOTE 1.   BASIS OF PRESENTATION
 
The Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q/A have been prepared by Cadence Design Systems, Inc., or Cadence, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations. However, Cadence believes that the disclosures contained in this Quarterly Report comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, for a Quarterly Report on Form 10-Q/A and are adequate to make the information presented not misleading. These Condensed Consolidated Financial Statements are meant to be, and should be, read in conjunction with the Consolidated Financial Statements and the notes thereto included in Cadence’s Annual Report on Form 10-K for the fiscal year ended December 29, 2007.
 
The unaudited Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q/A reflect all adjustments (which include only normal, recurring adjustments and those items discussed in these Notes) that are, in the opinion of management, necessary to state fairly the results for the periods presented. The results for such periods are not necessarily indicative of the results to be expected for the full fiscal year.
 
Preparation of the Condensed Consolidated Financial Statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
In September 2006, the Financial Accounting Standards Board, or FASB, issued Statement of Financial Accounting Standard, or SFAS, No. 157, “Fair Value Measurements,” which defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements. SFAS No. 157 does not require any new fair value measurements but rather eliminates inconsistencies in guidance found in various prior accounting pronouncements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. In February 2008, the FASB issued FASB Staff Position, or FSP, FAS No. 157-2, “Effective Date of FASB Statement No. 157,” which delayed the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Cadence adopted SFAS No. 157 for fiscal 2008, except as it applies to those non-financial assets and non-financial liabilities as described in FSP FAS No. 157-2, and it did not have a material impact on its consolidated financial position, results of operations or cash flows. See Note 4 for information and related disclosures regarding Cadence’s fair value measurements.
 
In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.” Under SFAS No. 159, companies may elect to measure certain financial instruments and certain other items at fair value. The standard requires that unrealized gains and losses on items for which the fair value option has been elected be reported in earnings. SFAS No. 159 is effective for fiscal years beginning after November 15, 2007. Cadence adopted SFAS No. 159 for fiscal 2008. However Cadence did not elect to apply the fair value option to any financial instruments or other items upon adoption of SFAS No. 159 or during the three months ended March 29, 2008. Therefore, the adoption of SFAS No. 159 did not impact Cadence’s consolidated financial position, results of operations or cash flows.
 
NOTE 2.  RESTATEMENT
 
Subsequent to the filing of Cadence’s Quarterly Report on Form 10-Q for the quarter ended March 29, 2008, initially filed with the SEC on April 25, 2008, Cadence concluded that, based on a review of one arrangement in


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which revenue was recognized during this period, Cadence would restate its Condensed Consolidated Financial Statements for the three months ended March 29, 2008, as discussed in more detail below.
 
  (A)   During the three months ended March 29, 2008, Cadence executed a term license arrangement with a customer and, during the three months ended September 27, 2008, Cadence executed a subscription license arrangement with the same customer. Cadence recognized Product revenue of $24.8 million during the three months ended March 29, 2008 in connection with the term license arrangement because it was determined at the time that all revenue recognition criteria required by Statement of Position, or SOP, 97-2, “Software Revenue Recognition,” and related software revenue recognition guidance had been met upon delivery of the software, which occurred during the three months ended March 29, 2008.
 
As part of its regular quarterly review process for the three months ended September 27, 2008, Cadence identified certain factors that, when evaluated together, indicated that the software arrangements executed with this customer both in the three months ended March 29, 2008 and the three months ended September 27, 2008 were negotiated in contemplation of one another. Accordingly, based on Technical Practice Aid, or TPA, 5100.39, “Software Revenue Recognition for Multiple-Element Arrangements,” Cadence determined that the term license arrangement executed during the three months ended March 29, 2008 and the subscription license arrangement executed during the three months ended September 27, 2008 collectively represented a multiple element arrangement. Because the subscription arrangement provides the customer with the right to use unspecified additional software products that become commercially available during the term of the arrangement, Cadence determined that the revenue relating to this multiple element arrangement should be recognized during the term of the arrangement, beginning in the fourth quarter of 2008. Accordingly, because no revenue should have been recognized during the three months ended March 29, 2008 in connection with this multiple element arrangement, total revenue during this period was reduced by $24.8 million. As a result of this reduction of revenue, Cadence also reduced Receivables, net by $24.8 million.
 
  (B)   Because Cadence is restating its Quarterly Report on Form 10-Q for the quarter ended March 29, 2008, Cadence has also recorded two other revenue adjustments that were previously disclosed in Cadence’s Quarterly Report on Form 10-Q for the quarter ended June 28, 2008, initially filed with the SEC on July 29, 2008. Cadence determined that Product revenue for two contracts totaling $8.4 million recognized during the three months ended June 28, 2008 should have been recognized during the three months ended March 29, 2008. As a result of this increase in revenue, Cadence also increased Receivables, net by $5.5 million and decreased Current portion of deferred revenue by $2.9 million as of March 29, 2008.
 
  (C)   These amounts represent the tax effects of the restatement adjustments noted above, which affect Benefit for income taxes by $6.0 million and Other long-term liabilities by the same amount.
 
  (D)   This amount represents the Net loss impact of the restatement adjustments noted above.


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The following table outlines the effects of the restatement adjustments on Cadence’s Condensed Consolidated Statement of Operations for the three months ended March 29, 2008:
 
                             
    Three Months Ended March 29, 2008  
    As Previously
    Restatement
        As
 
    Reported     Adjustments         Restated  
    (In thousands, except per share amounts)  
 
Revenue:
                           
Product
  $      156,193     $      (16,439 )   (A),(B)   $      139,754  
Services
    32,196       ----           32,196  
Maintenance
    98,800       ----           98,800  
                             
Total revenue
    287,189       (16,439 )         270,750  
                             
Costs and Expenses:
                           
Cost of product
    12,001       ----           12,001  
Cost of services
    25,193       ----           25,193  
Cost of maintenance
    14,540       ----           14,540  
Marketing and sales
    93,034       ----           93,034  
Research and development
    125,356       ----           125,356  
General and administrative
    37,708       ----           37,708  
Amortization of acquired intangibles
    5,760       ----           5,760  
Write-off of acquired in-process technology
    600       ----           600  
                             
Total costs and expenses
    314,192       ----           314,192  
                             
Loss from operations
    (27,003 )     (16,439 )         (43,442 )
Interest expense
    (2,995 )     ----           (2,995 )
Other income, net
    5,763       ----           5,763  
                             
Loss before benefit for income taxes
    (24,235 )     (16,439 )         (40,674 )
Benefit for income taxes
    (5,488 )     (5,963 )   (C)     (11,451 )
                             
Net loss
  $ (18,747 )   $ (10,476 )       $ (29,223 )
                             
Basic net loss per share
  $ (0.07 )               $ (0.11 )
                             
Diluted net loss per share
  $ (0.07 )               $ (0.11 )
                             
Weighted average common shares outstanding – basic
    262,825                   262,825  
                             
Weighted average common shares outstanding – diluted
    262,825                   262,825  
                             


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The following table outlines the effects of the restatement adjustments on Cadence’s Condensed Consolidated Balance Sheet as of March 29, 2008:
 
                             
    As of March 29, 2008  
    As Previously
    Restatement
        As
 
    Reported     Adjustments         Restated  
    (In thousands)  
 
ASSETS
Current Assets:
                           
Cash and cash equivalents
  $      825,545     $      ----         $      825,545  
Short-term investments
    11,157       ----           11,157  
Receivables, net of allowances of $2,752 and $2,895, respectively
    346,321       (19,347 )   (A),(B)     326,974  
Inventories
    29,771       ----           29,771  
Prepaid expenses and other
    97,940       ----           97,940  
                             
Total current assets
    1,310,734       (19,347 )         1,291,387  
Property, plant and equipment, net of accumulated depreciation of $633,059 and $624,680, respectively
    345,918       ----           345,918  
Goodwill
    1,315,561       ----           1,315,561  
Acquired intangibles, net
    124,196       ----           124,196  
Installment contract receivables
    214,991       ----           214,991  
Other assets
    326,003       ----           326,003  
                             
Total Assets
  $ 3,637,403     $ (19,347 )       $ 3,618,056  
                             
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
                           
Convertible notes
  $ 230,385     $ ----         $ 230,385  
Accounts payable and accrued liabilities
    220,906       ----           220,906  
Current portion of deferred revenue
    298,956       (2,908 )   (B)     296,048  
                             
Total current liabilities
    750,247       (2,908 )         747,339  
                             
Long-Term Liabilities:
                           
Long-term portion of deferred revenue
    135,465       ----           135,465  
Convertible notes
    500,000       ----           500,000  
Other long-term liabilities
    357,986       (5,963 )   (C)     352,023  
                             
Total long-term liabilities
    993,451       (5,963 )         987,488  
                             
Stockholders’ Equity:
                           
Common stock and capital in excess of par value
    1,528,671       ----           1,528,671  
Treasury stock, at cost
    (780,999 )     ----           (780,999 )
Retained earnings
    1,119,176       (10,476 )   (D)     1,108,700  
Accumulated other comprehensive income
    26,857       ----           26,857  
                             
Total stockholders’ equity
    1,893,705       (10,476 )         1,883,229  
                             
Total Liabilities and Stockholders’ Equity
  $ 3,637,403     $ (19,347 )       $ 3,618,056  
                             


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NOTE 3.   STOCK-BASED COMPENSATION
 
Cadence has equity incentive plans that provide for the grant to employees of stock-based awards, including stock options, restricted stock awards and restricted stock units. Restricted stock awards and restricted stock units are referred to in this Form 10-Q/A as restricted stock. In addition, the 1995 Directors Stock Option Plan, or 1995 Directors Plan, provides for the automatic grant of stock options to non-employee members of Cadence’s Board of Directors. Cadence also has an employee stock purchase plan, or ESPP, which enables employees to purchase shares of Cadence common stock.
 
Stock-based compensation expense and the related income tax benefit recognized under SFAS No. 123R, “Share-Based Payment” in the Condensed Consolidated Statements of Operations in connection with stock options, restricted stock and the ESPP for the three months ended March 29, 2008 and March 31, 2007 were as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Stock options
  $ 7,519     $ 10,430  
Restricted stock and stock bonuses
    11,164       15,184  
ESPP
    2,907       2,068  
                 
Total stock-based compensation expense
  $ 21,590     $ 27,682  
                 
Income tax benefit
  $ 6,060     $ 10,011  
                 
 
Stock Options
 
The exercise price of each stock option granted under Cadence’s employee equity incentive plans is equal to or greater than the market price of Cadence’s common stock on the date of grant. Generally, option grants vest over four years, expire no later than ten years from the grant date and are subject to the employee’s continuing service to Cadence. The options granted under the 1995 Directors Plan vest one year from the date of grant. Options assumed in connection with acquisitions generally have exercise prices that differ from the fair value of Cadence’s common stock on the date of acquisition and such options generally continue to vest under their original vesting schedules and expire on the original dates stated in the acquired company’s option agreements. The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model. The weighted average grant date fair value of options granted and the weighted average assumptions used in the model for the three months ended March 29, 2008 and March 31, 2007 were as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
 
Dividend yield
    None       None  
Expected volatility
    45.0%       23.0%  
Risk-free interest rate
    2.51%       4.54%  
Expected life (in years)
    4.5       4.4  
Weighted average fair value of options granted
  $ 4.29     $ 4.75  
 
The computation of the expected volatility assumption used in the Black-Scholes pricing model for new grants is based on implied volatility. When establishing the expected life assumption, Cadence reviews annual historical employee exercise behavior with respect to option grants having similar vesting periods. The risk-free interest rate for the period within the expected term of the option is based on the yield of United States Treasury notes in effect at the time of grant. Cadence has not historically paid dividends; thus the expected dividend yield used in the calculation is zero.


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Restricted Stock and Stock Bonuses
 
The cost of restricted stock is determined using the fair value of Cadence’s common stock on the date of the grant, and compensation expense is recognized over the vesting period. The weighted average grant date fair values of restricted stock granted during the three months ended March 29, 2008 and March 31, 2007 were as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
 
Weighted average fair value of restricted stock granted
  $ 10.66     $ 20.26  
 
Generally, restricted stock vests over four years and is subject to the employee’s continuing service to Cadence. Cadence issues some of its restricted stock with performance-based vesting. The terms of these restricted stock grants are consistent with grants of restricted stock described above, with the exception that the shares vest not upon the mere passage of time, but upon the attainment of certain predetermined performance goals. Each period, Cadence estimates the most likely outcome of such performance goals and recognizes the related stock-based compensation expense. The amount of stock-based compensation expense recognized in any one period can vary based on the attainment or estimated attainment of the various performance goals. If such performance goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. Stock-based compensation expense related to these performance-based restricted stock grants for the three months ended March 29, 2008 and March 31, 2007 was as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Stock-based compensation expense related to performance-based grants
  $ 2,016     $ 1,764  
 
Liability-based Awards
 
Cadence maintains a performance-based bonus plan under which payments may be made in Cadence’s common stock. Each period, Cadence estimates the most likely outcome of predetermined performance goals and recognizes any related stock-based compensation expense. The amount of stock-based compensation expense recognized in any one period can vary based on the attainment or estimated attainment of the various performance goals. If such performance goals are not met, no compensation expense is recognized and any previously recognized compensation expense is reversed. The dollar amount earned under this bonus plan is based on the achievement of the performance goals, and the number of shares to be issued under the plan is based on the average stock price for three days preceding the grant date. Stock issued under the performance-based bonus plan vests immediately. During the three months ended March 29, 2008, Cadence agreed to make the period’s payment of $2.7 million in cash. Under the terms of this performance-based bonus plan, future payments are to be made in stock. Stock-based compensation expense related to these performance-based bonus plans and the shares issued for the three months ended March 29, 2008 and March 31, 2007 were as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Stock-based compensation expense related to performance-based bonus plan
  $ 1,425     $ 3,932  
Shares issued for performance-based bonus plan
    ----       252  
 
Employee Stock Purchase Plan
 
Under the ESPP, substantially all employees may purchase Cadence’s common stock at a price equal to 85% of the lower of the fair market value at the beginning of the applicable offering period or at the end of each applicable purchase period, in an amount up to 12% of their annual base earnings plus bonuses, subject to a limit in any calendar year of $25,000 worth of common stock. The duration of each offering period under the ESPP is six


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months. New offerings begin on each February 1st and August 1st of each year and the purchase dates under the ESPP are January 31st and July 31st of each year.
 
Shares of Cadence’s common stock issued under the ESPP for the three months ended March 29, 2008 and March 31, 2007 were as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In thousands, except per share amounts)  
 
Cadence shares issued under the ESPP
    2,719       1,921  
Cash received from the exercise of purchase rights under the ESPP
  $ 23,455     $ 22,581  
Weighted average purchase price per share
  $ 8.63     $ 11.76  
 
Compensation expense is calculated using the fair value of the employees’ purchase rights under the Black-Scholes option pricing model. The weighted average grant date fair value of purchase rights granted under the ESPP and the weighted average assumptions used in the model for the three months ended March 29, 2008 and March 31, 2007 were as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
 
Dividend yield
    None       None  
Expected volatility
    45.0%       23.0%  
Risk-free interest rate
    2.15%       5.16%  
Expected life (in years)
    0.5       0.5  
Weighted average fair value of purchase rights granted
  $ 2.97     $ 4.49  
 
The computation of the expected volatility assumption used in the Black-Scholes pricing model for purchase rights is based on implied volatility. The expected life assumption is based on the average exercise date for the purchase periods in each offering period. The risk-free interest rate for the period within the expected life of the purchase right is based on the yield of United States Treasury notes in effect at the time of grant. Cadence has not historically paid dividends; thus the expected dividend yield used in the calculation is zero.
 
NOTE 4.   FINANCIAL INSTRUMENTS
 
Fair Value of Financial Instruments
 
On a quarterly basis, Cadence measures at fair value certain financial assets and liabilities, including cash equivalents, available-for-sale securities, trading securities held in Cadence’s Nonqualified Deferred Compensation Plans, or NQDCs, and foreign exchange contracts. SFAS No. 157 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect Cadence’s market assumptions. These two types of inputs have created the following fair-value hierarchy:
 
  •  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.


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This hierarchy requires Cadence to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. The fair value of these financial assets and liabilities was determined using the following levels of inputs as of March 29, 2008.
 
                                 
    Fair Value Measurements as of March 29, 2008:  
    Total     Level 1     Level 2     Level 3  
    (In thousands)  
 
Assets:
                               
Cash equivalents — Money market mutual funds
  $ 706,080     $ 706,080     $ ----     $ ----  
Available-for-sale securities
    10,887       10,799       ----       88  
Trading securities held in NQDCs
    51,451       51,451       ----       ----  
Foreign currency exchange contracts
    82       ----       82       ----  
                                 
Total
  $ 768,500     $ 768,330     $ 82     $ 88  
                                 
 
Marketable Securities
 
Cadence considers all of its investments in marketable securities as available-for-sale. Available-for-sale securities are stated at fair value, with the unrealized gains and losses presented net of tax and reported as a separate component of Stockholders’ equity. Realized gains and losses are determined using the specific identification method. Gains are recognized when realized and are recorded in the Condensed Consolidated Statements of Operations as Other income, net. Losses are recognized as realized or when Cadence has determined that an other-than-temporary decline in fair value has occurred.
 
It is Cadence’s policy to review the fair value of these marketable securities on a regular basis to determine whether its investments in these companies are other-than-temporarily impaired. This evaluation includes, but is not limited to, reviewing each company’s cash position, financing needs, earnings or revenue outlook, operational performance, management or ownership changes and competition. If Cadence believes the carrying value of an investment is in excess of its fair value, and this difference is other-than-temporary, it is Cadence’s policy to write down the investment to reduce its carrying value to fair value.
 
During the three months ended March 29, 2008, Cadence determined that one of its available-for-sale securities was other-than-temporarily impaired based on the severity and the duration of the impairment and Cadence wrote down the investment by $5.4 million. This impairment is included in Other income, net in the Condensed Consolidated Statement of Operations for the three months ended March 29, 2008.
 
NOTE 5.  GOODWILL AND ACQUIRED INTANGIBLES
 
Goodwill
 
In accordance with SFAS No. 142, “Goodwill and Other Intangible Assets,” Cadence conducts an annual impairment analysis of goodwill. The most recent analysis was completed during the third quarter of 2007, at which time Cadence determined that no indicators of impairment existed. For purposes of SFAS No. 142, Cadence operates under one reporting unit. Cadence’s annual impairment review process compares the fair value of its reporting unit to its carrying value, including the goodwill related to the reporting unit. To determine the reporting unit’s fair value, Cadence utilized the market valuation approach in the most recent evaluation.
 
The changes in the carrying amount of goodwill for the three months ended March 29, 2008 were as follows:
 
         
    (In thousands)  
 
Balance as of December 29, 2007
  $ 1,310,211  
Goodwill resulting from acquisition during the period
    3,074  
Foreign currency translation
    2,276  
         
Balance as of March 29, 2008
  $ 1,315,561  
         


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Acquired Intangibles, net
 
Acquired intangibles with finite lives as of March 29, 2008 were as follows:
 
                         
    Gross Carrying
    Accumulated
    Acquired
 
    Amount     Amortization     Intangibles, net  
    (In thousands)  
 
Existing technology and backlog
  $ 655,467     $ (608,352 )   $ 47,115  
Agreements and relationships
    101,480       (55,943 )     45,537  
Distribution rights
    30,100       (14,297 )     15,803  
Tradenames, trademarks and patents
    29,867       (14,126 )     15,741  
                         
Total acquired intangibles
  $ 816,914     $ (692,718 )   $ 124,196  
                         
 
During the three months ended March 29, 2008, Cadence acquired intangible assets of $8.6 million, including $0.6 million allocated to acquired in-process technology related to Cadence’s acquisition of Chip Estimate Corporation. The acquired in-process technology was immediately expensed because technological feasibility had not been established and no future alternative use existed.
 
Acquired intangibles with finite lives as of December 29, 2007 were as follows:
 
                         
    Gross Carrying
    Accumulated
    Acquired
 
    Amount     Amortization     Intangibles, net  
    (In thousands)  
 
Existing technology and backlog
  $ 651,427     $ (602,161 )   $ 49,266  
Agreements and relationships
    96,585       (51,791 )     44,794  
Distribution rights
    30,100       (13,545 )     16,555  
Tradenames, trademarks and patents
    29,367       (12,910 )     16,457  
                         
Total acquired intangibles
  $ 807,479     $ (680,407 )   $ 127,072  
                         
 
Amortization of acquired intangibles for the three months ended March 29, 2008 and March 31, 2007 was as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Cost of product
  $ 4,683     $ 5,552  
Cost of services
    3       3  
Cost of maintenance
    1,045       1,227  
Amortization of acquired intangibles
    5,760       4,509  
                 
Total acquired intangibles
  $ 11,491     $ 11,291  
                 
 
Amortization of costs from existing technology is included in Cost of product and Cost of services. Amortization of costs from acquired maintenance contracts is included in Cost of maintenance.


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Estimated amortization expense for the following fiscal years and thereafter is as follows:
 
         
    (In thousands)  
 
2008 – remaining period
  $ 32,827  
2009
    35,243  
2010
    22,924  
2011
    17,620  
2012
    12,129  
Thereafter
    3,453  
         
Total estimated amortization expense
  $ 124,196  
         
 
NOTE 6.   CONTINGENCIES
 
Legal Proceedings
 
From time to time, Cadence is involved in various disputes and litigation matters that arise in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contracts, distribution arrangements and employee relations matters. At least quarterly, Cadence reviews the status of each significant matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount or the range of loss can be estimated, Cadence accrues a liability for the estimated loss in accordance with SFAS No. 5, “Accounting for Contingencies.” Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, Cadence reassesses the potential liability related to pending claims and litigation matters and may revise estimates.
 
On May 30, 2007, Ahmed Higazi, a former Cadence employee, filed suit against Cadence in the United States District Court for the Northern District of California alleging that Cadence improperly classified him and a class of other Cadence information technology employees as exempt from overtime pay. The suit alleges claims for unpaid overtime under the federal Fair Labor Standards Act and California law, waiting-time penalties under the California Labor Code, failure to provide proper earnings statements under California law, failure to provide meal periods and rest breaks as required by California law, unfair business practices under California Business & Professions Code section 17200, and unpaid 401(k) Plan contributions in violation of the Employee Retirement Income Security Act, or ERISA. On June 20, 2007, Cadence answered plaintiff’s complaint, denying its material allegations and raising a number of affirmative defenses, and on December 19, 2007, Cadence filed an amended answer. A period of discovery conducted by both sides then ensued, followed, in January 2008, by a private mediation of the case. At the mediation, the parties were successful in resolving their respective differences, and have entered into a settlement agreement without contesting the merits of the claims or admitting liability. The parties are in the process of obtaining court approval of the settlement, which is not expected to occur before the third quarter of 2008. Cadence has accrued for the expected settlement in its Condensed Consolidated Balance Sheets.
 
While the outcome of these litigation matters cannot be predicted with any certainty, management does not believe that the outcome of any current matters will have a material adverse effect on Cadence’s consolidated financial position, liquidity or results of operations.
 
Income Taxes
 
The Internal Revenue Service, or IRS, and other tax authorities regularly examine Cadence’s income tax returns. In July 2006, the IRS completed its field examination of Cadence’s federal income tax returns for the tax years 2000 through 2002 and issued a Revenue Agent’s Report, or RAR, in which the IRS proposed to assess an aggregate tax deficiency for the three-year period of approximately $324.0 million. In November 2006, the IRS revised the proposed aggregate tax deficiency for the three-year period to be approximately $318.0 million. The IRS is contesting Cadence’s qualification for deferred recognition of certain proceeds received from restitution and settlement in connection with litigation during the period. The proposed tax deficiency for this item is approximately $152.0 million. The remaining proposed tax deficiency of approximately $166.0 million is primarily related


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to proposed adjustments to Cadence’s transfer pricing arrangements with its foreign subsidiaries and to Cadence’s deductions for foreign trade income. The IRS took similar positions with respect to Cadence’s transfer pricing arrangements in the prior examination period and may make similar claims against Cadence’s transfer pricing arrangements in future examinations. Cadence has filed a timely protest with the IRS and will seek resolution of the issues through the Appeals Office of the IRS, or the Appeals Office.
 
Cadence believes that the proposed IRS adjustments are inconsistent with applicable tax laws and Cadence is vigorously challenging these proposed adjustments. The RAR is not a final Statutory Notice of Deficiency, but the IRS imposes interest on the proposed deficiencies until the matters are resolved. Interest is compounded daily at rates that are published and adjusted quarterly by the IRS and have been between 4% and 10% since 2001. The IRS is currently examining Cadence’s federal income tax returns for the tax years 2003 through 2005.
 
Other Contingencies
 
Cadence provides its customers with a warranty on sales of hardware products for a 90-day period. These warranties are accounted for in accordance with SFAS No. 5. To date, Cadence has not incurred any significant costs related to warranty obligations.
 
Cadence’s product license and services agreements include a limited indemnification provision for claims from third parties relating to Cadence’s intellectual property. Such indemnification provisions are accounted for in accordance with SFAS No. 5. The indemnification is generally limited to the amount paid by the customer. To date, claims under such indemnification provisions have not been significant.
 
NOTE 7.   NET INCOME (LOSS) PER SHARE
 
Basic net income (loss) per share is computed by dividing net income (loss), the numerator, by the weighted average number of shares of common stock outstanding, less unvested restricted stock grants, the denominator, during the period. Diluted net income per share gives effect to equity instruments considered to be potential common shares, if dilutive, computed using the treasury stock method of accounting. In periods in which a net loss is recorded, potentially dilutive equity instruments would decrease the loss per share and therefore are not added to the weighted average shares outstanding.
 
Cadence accounts for the effect of its Zero Coupon Zero Yield Senior Convertible Notes Due 2023, or the 2023 Notes, in the diluted net income per share calculation using the if-converted method of accounting. Under that method, the 2023 Notes are assumed to be converted to shares (weighted for the number of days outstanding in the period) at a conversion price of $15.65, and amortization of transaction fees, net of taxes, related to the 2023 Notes is added back to net income.
 
Emerging Issues Task Force, or EITF, No. 04-08, “Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings per Share,” requires Cadence to include in diluted earnings per share the shares of Cadence’s common stock into which the 1.375% Convertible Senior Notes Due 2011 and the 1.500% Convertible Senior Notes Due 2013, together, the Convertible Senior Notes, may be converted. However, since the Convertible Senior Notes meet the qualification of an Instrument C under EITF No. 90-19, “Convertible Bonds with Issuer Option to Settle for Cash Upon Conversion,” and because cash will be paid for the principal amount of the obligation upon conversion, the only shares that will be considered for inclusion in diluted net income per share are those relating to the excess of the conversion premium over the principal amount, using the “if-converted” method of accounting.


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The calculations for basic and diluted net income (loss) per share for the three months ended March 29, 2008 and March 31, 2007 were as follows:
 
                 
    Three Months Ended  
    Restated
       
    March 29,
    March 31,
 
    2008     2007  
    (In thousands, except per share amounts)  
 
Basic:
               
Net income (loss)
  $ (29,223 )   $ 44,421  
                 
Weighted average common shares outstanding
    262,825       269,660  
                 
Basic net income (loss) per share
  $ (0.11 )   $ 0.16  
                 
Diluted:
               
Net income (loss)
  $ (29,223 )   $ 44,421  
Effect of dilutive securities:
               
Amortization of 2023 Notes transaction fees, net of tax
    ----       219  
                 
Net income (loss) as adjusted
  $ (29,223 )   $ 44,640  
                 
Weighted average common and potential common shares used to calculate basic net income (loss) per share
    262,825       269,660  
2023 Notes
    ----       14,721  
Options
    ----       7,336  
Restricted stock and ESPP shares
    ----       1,886  
                 
Weighted average common and potential common shares used to calculate diluted net income (loss) per share
    262,825       293,603  
                 
Diluted net income (loss) per share
  $ (0.11 )   $ 0.15  
                 
 
The following table presents the potential shares of Cadence’s common stock outstanding for the three months ended March 29, 2008 and March 31, 2007 that were not included in the computation of diluted net income (loss) per share because the effect of including these shares would have been anti-dilutive:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Options to purchase shares of common stock (various expiration dates through 2017)
    41,532       18,168  
Non-vested shares of restricted stock
    5,415       ----  
Warrants to purchase shares of common stock related to the Convertible Senior Notes (various expiration dates through 2014)
    23,640       23,640  
Warrants to purchase shares of common stock related to the 2023 Notes (various expiration dates through May 2008)
    8,340       14,717  
                 
Total potential common shares excluded
    78,927       56,525  
                 
 
NOTE 8.   STOCK REPURCHASE PROGRAMS
 
In December 2006, Cadence’s Board of Directors authorized a program to repurchase shares of Cadence’s common stock in the open market with a value of up to $500.0 million in the aggregate that was completed during the three months ended March 29, 2008. In February 2008, Cadence’s Board of Directors authorized a new program


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to repurchase shares of Cadence’s common stock in the open market with a value of up to $500.0 million in the aggregate.
 
The shares repurchased under Cadence’s stock repurchase programs during the three months ended March 29, 2008 and March 31, 2007 were as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Shares repurchased
    19,774       5,900  
Total cost of repurchased shares
  $ 216,236     $ 121,455  
 
As of March 29, 2008, the repurchase authorization remaining under Cadence’s repurchase program totaled $412.1 million.
 
NOTE 9.   RETAINED EARNINGS
 
The changes in retained earnings for the three months ended March 29, 2008 were as follows:
 
         
    Restated  
    (In thousands)  
 
Balance as of December 29, 2007
  $ 1,162,441  
Net loss
    (29,223 )
Re-issuance of treasury stock
    (24,518 )
         
Balance as of March 29, 2008
  $ 1,108,700  
         
 
Cadence records a gain or loss on re-issuance of treasury stock based on the total proceeds received in the transaction. Gains on the re-issuance of treasury stock are recorded as a component of Capital in excess of par in Stockholders’ Equity. Losses on the re-issuance of treasury stock are recorded as a component of Capital in excess of par to the extent that there are gains to offset the losses. If there are no treasury stock gains in Capital in excess of par, the losses upon re-issuance of treasury stock are recorded as a component of Retained earnings in Stockholders’ Equity. During the three months ended March 29, 2008, Cadence recorded losses on the re-issuance of treasury stock of $24.5 million as a component of Retained earnings.
 
NOTE 10.   OTHER COMPREHENSIVE INCOME (LOSS)
 
Other comprehensive income (loss) includes foreign currency translation gains and losses and unrealized gains and losses on available-for-sale marketable securities, net of related tax effects. These items have been excluded from net income (loss) and are reflected instead in Stockholders’ Equity.
 
Cadence’s comprehensive income (loss) for the three months ended March 29, 2008 and March 31, 2007 was as follows:
 
                 
    Three Months Ended  
    Restated
       
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Net income (loss)
  $ (29,223 )   $ 44,421  
Foreign currency translation gain
    5,707       2,580  
Changes in unrealized holding gains (losses) on available-for-sale securities, net of reclassification adjustment for realized gains and losses, net of related tax effects
    893       (835 )
                 
Comprehensive income (loss)
  $ (22,623 )   $ 46,166  
                 


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NOTE 11.   OTHER INCOME, NET
 
Cadence’s Other income, net, for the three months ended March 29, 2008 and March 31, 2007 was as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Interest income
  $ 8,775     $ 12,222  
Gains on sale of non-marketable securities
    884       4,159  
Gains (losses) on sale of non-marketable and trading securities in Cadence’s nonqualified deferred compensation trust
    (660 )     3,339  
Gains on foreign exchange
    2,273       447  
Equity loss from investments
    (333 )     (637 )
Write-down of investments (Note 4)
    (5,401 )     ----  
Other income
    225       ----  
                 
Total other income, net
  $ 5,763     $ 19,530  
                 
 
NOTE 12.   STATEMENT OF CASH FLOWS
 
The supplemental cash flow information for the three months ended March 29, 2008 and March 31, 2007 is as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Cash Paid During the Period for:
               
Interest
  $ ----     $ 416  
                 
Income taxes, including foreign withholding tax
  $ 15,860     $ 3,854  
                 
Non-Cash Investing and Financing Activities:
               
Stock options assumed for acquisitions
  $ 1,140     $ ----  
                 
Treasury stock issued for payment under a performance-based bonus plan
  $ ----     $ 5,216  
                 
Unrealized gain (loss) of available-for-sale securities, net of taxes
  $ 893     $ (835 )
                 
 
Cadence adopted FASB Interpretation, or FIN, No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109,” on December 31, 2006, the first day of fiscal 2007. The cumulative effect of adopting FIN No. 48 was reported as an adjustment to the opening balance of retained earnings (or other appropriate components of equity or net assets) in the Condensed Consolidated Balance Sheet, which amounts were non-cash items in Cadence’s Statement of Cash Flows for the three months ended March 31, 2007.
 
NOTE 13.   SEGMENT AND GEOGRAPHY REPORTING
 
SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” requires disclosures of certain information regarding operating segments, products and services, geographic areas of operation and major customers. SFAS No. 131 reporting is based upon the “management approach”: how management organizes the company’s operating segments for which separate financial information is (i) available and (ii) evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance. Cadence’s chief operating decision maker is its President and Chief Executive Officer, or CEO.


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Cadence’s CEO reviews Cadence’s consolidated results within one segment. In making operating decisions, the CEO primarily considers consolidated financial information, accompanied by disaggregated information about revenues by geographic region.
 
Outside the United States, Cadence markets and supports its products and services primarily through its subsidiaries. Revenue is attributed to geography based on the country in which the product is used or services are delivered. Long-lived assets are attributed to geography based on the country where the assets are located.
 
The following table presents a summary of revenue by geography:
 
                 
    Three Months Ended  
    Restated
       
    March 29,
    March 31,
 
    2008     2007  
    (In thousands)  
 
Americas:
               
United States
  $ 111,967     $ 168,180  
Other Americas
    6,217       7,393  
                 
Total Americas
    118,184       175,573  
                 
Europe, Middle East and Africa:
               
Germany
    14,423       13,219  
Other Europe, Middle East and Africa
    49,928       40,234  
                 
Total Europe, Middle East and Africa
    64,351       53,453  
                 
Japan and Asia:
               
Japan
    56,402       98,082  
Asia
    31,813       38,077  
                 
Total Japan and Asia
    88,215       136,159  
                 
Total
  $ 270,750     $ 365,185  
                 
 
Taking into account the restatement adjustments noted in Note 2, no one customer accounted for 10% or more of total revenue during the three months ended March 29, 2008. One customer accounted for 12% of total revenue for the three months ended March 31, 2007.
 
Taking into account the restatement adjustments noted in Note 2, two customers each accounted for 10% of Cadence’s Receivables, net and Installment contract receivables as of March 29, 2008. As of December 29, 2007, one customer accounted for 11% and one customer accounted for 10% of Cadence’s Receivables, net and Installment contract receivables.


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The following table presents a summary of long-lived assets by geography:
 
                 
    As of  
    March 29,
    December 29,
 
    2008     2007  
    (In thousands)  
 
Americas:
               
United States
  $ 308,773     $ 303,347  
Other Americas
    61       67  
                 
Total Americas
    308,834       303,414  
                 
Europe, Middle East and Africa:
               
Germany
    1,256       1,269  
Other Europe, Middle East and Africa
    7,247       7,733  
                 
Total Europe, Middle East and Africa
    8,503       9,002  
                 
Japan and Asia:
               
Japan
    3,184       1,070  
Asia
    25,397       25,977  
                 
Total Japan and Asia
    28,581       27,047  
                 
Total
  $ 345,918     $ 339,463  
                 


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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
The following discussion should be read in conjunction with the Condensed Consolidated Financial Statements and notes thereto included in this Quarterly Report on Form 10-Q/A, or this Quarterly Report, and in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 29, 2007. Certain of these statements, including, without limitation, statements regarding the extent and timing of future revenues and expenses and customer demand, statements regarding the deployment of our products, statements regarding our reliance on third parties and other statements using words such as “anticipates,” “believes,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “should,” “will” and “would,” and words of similar import and the negatives thereof, constitute forward-looking statements. These statements are predictions based upon our current expectations about future events. Actual results could vary materially as a result of certain factors, including but not limited to, those expressed in these statements. We refer you to the “Risk Factors,” “Results of Operations,” “Disclosures About Market Risk,” and “Liquidity and Capital Resources” sections contained in this Quarterly Report, and the risks discussed in our other Securities Exchange Commission, or SEC, filings, which identify important risks and uncertainties that could cause actual results to differ materially from those contained in the forward-looking statements.
 
We urge you to consider these factors carefully in evaluating the forward-looking statements contained in this Quarterly Report. All subsequent written or oral forward-looking statements attributable to our company or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements included in this Quarterly Report are made only as of the date of this Quarterly Report. We do not intend, and undertake no obligation, to update these forward-looking statements.
 
Overview
 
We develop electronic design automation, or EDA, software and hardware. We license software, sell or lease hardware technology, provide maintenance for our software and hardware and provide design, methodology and education services throughout the world to help manage and accelerate electronics product development processes. Our broad range of products and services are used by the world’s leading electronics companies to design and develop complex integrated circuits, or ICs, and electronics systems.
 
With the addition of emerging nanometer design considerations to the already burgeoning set of traditional design tasks, complex system-on-chip, or SoC, or IC design can no longer be accomplished using a collection of discrete design tools. What previously consisted of sequential design activities must be merged and accomplished nearly simultaneously without time-consuming data translation steps. We combine our design technologies into “platforms” addressing four major design activities: functional verification, digital IC design, custom IC design and system interconnect design. The four Cadence® design platforms are Incisive® functional verification, Encounter® digital IC design, Virtuoso® custom design and Allegro® system interconnect design platforms. In addition, we augment these platform product offerings with a set of design for manufacturing, or DFM, products that service both the digital and custom IC design flows. These four platforms, together with our DFM products, comprise our primary product lines.
 
We have identified certain items that management uses as performance indicators to manage our business, including revenue, certain elements of operating expenses and cash flow from operations, and we describe these items more fully below under the heading “Results of Operations” and “Liquidity and Capital Resources” below.
 
Restatement
 
As discussed in the Explanatory Note to this Amendment No. 1 to the Quarterly Report on Form 10-Q/A and in Note 2 to our unaudited Condensed Consolidated Financial Statements, we are restating our Condensed Consolidated Financial Statements as of and for the three months ended March 29, 2008. As described in Note 2 to our unaudited Condensed Consolidated Financial Statements, the restatement corrects revenue recognition for one arrangement signed during the three months ended March 29, 2008. Product revenue under this one arrangement of $24.8 million was recognized during the three months ended March 29, 2008, but should be recognized during the term of the arrangement, beginning in the fourth quarter of 2008.


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Since we are restating our Quarterly Report on Form 10-Q for the quarter ended March 29, 2008 for this one revenue arrangement, we have also recorded two other Product revenue adjustments that were previously disclosed in our Quarterly Report on Form 10-Q for the quarter ended June 28, 2008, initially filed with the SEC on July 29, 2008. See Note 2 to the accompanying unaudited Condensed Consolidated Financial Statements for additional information.
 
In this Item 2, we have corrected the relevant sections to reflect these changes. Except as described above, the unaudited Condensed Consolidated Financial Statements and other disclosures in this Amendment No. 1 to the Quarterly Report on Form 10-Q/A are unchanged and do not reflect any events that have occurred after our initial filing on April 25, 2008.
 
Critical Accounting Estimates
 
In preparing our Condensed Consolidated Financial Statements, we make assumptions, judgments and estimates that can have a significant impact on our revenue, operating income and net income, as well as on the value of certain assets and liabilities on our Condensed Consolidated Balance Sheets. We base our assumptions, judgments and estimates on historical experience and various other factors that we believe to be reasonable under the circumstances. Actual results could differ materially from these estimates under different assumptions or conditions. At least quarterly, we evaluate our assumptions, judgments and estimates and make changes accordingly. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results.
 
For further information about our other critical accounting estimates, see the discussion under the heading “Critical Accounting Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007.
 
Results of Operations
 
We primarily generate revenue from licensing our EDA software, selling or leasing our hardware technology, providing maintenance for our software and hardware and providing design and methodology services. We principally utilize three license types: subscription, term and perpetual. The different license types provide a customer with different terms of use for our products, such as:
 
  •      The right to access new technology;
  •      The duration of the license; and
  •      Payment terms.
 
Customer decisions regarding these aspects of license transactions determine the license type, timing of revenue recognition and potential future business activity. For example, if a customer chooses a fixed term of use, this will result in either a subscription or term license. A business implication of this decision is that, at the expiration of the license period, the customer must decide whether to continue using the technology and therefore renew the license agreement. Because larger customers generally use products from two or more of our five product groups, rarely will a large customer completely terminate its relationship with us at expiration of the license. See the discussion under the heading “Critical Accounting Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007 for an additional description of license types and timing of revenue recognition.
 
Although we believe that pricing volatility has not generally been a material component of the change in our revenue from period to period, we believe that the amount of revenue recognized in future periods will depend on, among other things, the competitiveness of our new technology, the length of our sales cycle, and the size, duration, terms, type and timing of our:
 
  •      Contract renewals with existing customers;
  •      Additional sales to existing customers; and
  •      Sales to new customers.
 
A substantial portion of our total revenue is recognized over multiple periods. However, a significant portion of our product revenue is recognized upon delivery of licensed software, which generally occurs upon the later of the effective date of the arrangement or delivery of the software product.


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The value and duration of contracts, and consequently product revenue recognized, is affected by the competitiveness of our products. Product revenue recognized in any period is also affected by the extent to which customers purchase subscription, term or perpetual licenses, and the extent to which contracts contain flexible payment terms. The timing of revenue recognition is also affected by changes in the extent to which existing contracts contain flexible payment terms and by changes in contractual arrangements with existing customers (e.g., customers transitioning from subscription license arrangements to term license arrangements).
 
Revenue and Revenue Mix
 
We analyze our software and hardware businesses by product group, combining revenues for both product and maintenance because of their interrelationship. We have formulated a design solution strategy that combines our design technologies into “platforms,” which are included in the various product groups described below.
 
Our product groups are:
 
Functional Verification:  Products in this group, which include the Incisive functional verification platform, are used to verify that the high level, logical representation of an IC design is functionally correct.
 
Digital IC Design:  Products in this group, which include the Encounter digital IC design platform, are used to accurately convert the high-level, logical representation of a digital IC into a detailed physical blueprint and then detailed design information showing how the IC will be physically implemented. This data is used for creation of the photomasks used in chip manufacture.
 
Custom IC Design:  Our custom design products, which include the Virtuoso custom design platform, are used for ICs that must be designed at the transistor level, including analog, radio frequency, memories, high performance digital blocks and standard cell libraries. Detailed design information showing how an IC will be physically implemented is used for creation of the photomasks used in chip manufacture.
 
System Interconnect Design:  This product group consists of our printed circuit board, or PCB, and IC package design products, including the Allegro and OrCAD® products. The Allegro system interconnect design platform enables consistent co-design of interconnects across ICs, IC packages and PCBs, while the OrCAD line focuses on cost-effective, entry-level PCB solutions.
 
Design for Manufacturing:  Included in this product group are our physical verification and analysis products. These products are used to analyze and verify that the physical blueprint of the IC has been constructed correctly and can be manufactured successfully.
 
Revenue by Period — Restated
 
The following table shows our revenue for the three months ended March 29, 2008 and March 31, 2007 and the percentage of change in revenue between periods:
 
                     
    Three Months Ended      
    Restated
           
    March 29,
    March 31,
     
    2008     2007     % Change
    (In millions, except percentages)
 
Product
  $   139.8     $   237.9     (41)%
Services
    32.2       31.9     1%
Maintenance
    98.8       95.4     4%
                     
Total revenue
  $ 270.8     $ 365.2     (26)%
                     
 
Product revenue decreased in the three months ended March 29, 2008, as compared to the three months ended March 31, 2007, primarily because of a challenging economic environment and a longer sales cycle. As a result, product revenue decreased for all product groups, and particularly for Digital IC Design, Functional Verification and Custom IC Design products.


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Revenue by Product Group
 
The following table shows for the past five consecutive quarters the percentage of product and related maintenance revenue contributed by each of our five product groups, and Services and other:
 
                                         
    Three Months Ended  
    Restated
                         
    March 29,
    December 29,
    September 29,
    June 30,
    March 31,
 
    2008     2007     2007     2007     2007  
 
Functional Verification
    22%       26%       20%       24%       24%  
Digital IC Design
    24%       27%       27%       29%       26%  
Custom IC Design
    26%       25%       32%       24%       24%  
System Interconnect
    11%       9%       7%       8%       10%  
Design for Manufacturing
    5%       6%       6%       7%       7%  
Services and other
    12%       7%       8%       8%       9%  
                                         
Total
    100%       100%       100%       100%       100%  
                                         
 
As described under the heading “Critical Accounting Estimates” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007, certain of our licenses allow customers the ability to remix among software products. Additionally, we have licensed a combination of our products to customers with the actual product selection and number of licensed users to be determined at a later date. For these arrangements, we estimate the allocation of the revenue to product groups based upon the expected usage of our products by these customers. The actual usage of our products by these customers may differ and, if that proves to be the case, the revenue allocation in the above table would differ.
 
Although we believe the methodology of allocating revenue to product groups is reasonable, there can be no assurance that such allocated amounts reflect the amounts that would result had the customer individually licensed each specific software solution at the outset of the arrangement.
 
Revenue by Geography
 
                         
    Three Months Ended        
    Restated
             
    March 29,
    March 31,
       
    2008     2007     % Change  
    (In millions, except percentages)  
 
United States
  $ 112.0     $ 168.2       (33)%  
Other Americas
    6.2       7.4       (16)%  
Europe, Middle East and Africa
    64.4       53.4       21%  
Japan
    56.4       98.1       (43)%  
Asia
    31.8       38.1       (17)%  
                         
Total revenue
  $ 270.8     $ 365.2       (26)%  
                         


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Revenue by Geography as a Percent of Total Revenue
 
                 
    Three Months Ended  
    Restated
       
    March 29,
    March 31,
 
    2008     2007  
 
United States
    41%       46%  
Other Americas
    2%       2%  
Europe, Middle East and Africa
    24%       15%  
Japan
    21%       27%  
Asia
    12%       10%  
                 
Total
    100%       100%  
                 
 
The rate of revenue change varies geographically primarily due to differences in the timing and size of term licenses in those regions. After taking into account our restatement, no one customer accounted for 10% or more of total revenue for the three months ended March 29, 2008. One customer accounted for 12% of total revenue for the three months ended March 31, 2007.
 
Most of our revenue is transacted in the United States dollar. However, certain revenue transactions are in foreign currencies, primarily the Japanese yen, and we recognize additional revenue in periods when the United States dollar weakens in value against the Japanese yen. For an additional description of how changes in foreign exchange rates affect our Condensed Consolidated Financial Statements, see the discussion under the heading “Item 3. Quantitative and Qualitative Disclosures About Market Risk – Disclosures About Market Risk – Foreign Currency Risk” below.
 
Stock-based Compensation Expense Summary
 
Stock-based compensation expense is reflected throughout our costs and expenses as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In millions)  
 
Cost of product
  $ ----     $ 0.1  
Cost of services
    1.0       0.9  
Cost of maintenance
    0.6       0.6  
Marketing and sales
    4.4       6.7  
Research and development
    9.8       13.2  
General and administrative
    5.8       6.2  
                 
Total
  $ 21.6     $ 27.7  
                 
 
Cost of Revenue
 
                       
    Three Months Ended      
    March 29,
    March 31,
     
    2008     2007     % Change
    (In millions, except percentages)
 
Product
  $  12.0     $   15.7       (24)%
Services
    25.2       23.6       7%
Maintenance
    14.5       15.1       (4)%


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Cost of Revenue as a Percent of Related Revenue
 
         
    Three Months Ended
    Restated
   
    March 29,
  March 31,
    2008   2007
 
Product
  9%   7%
Services
  78%   74%
Maintenance
  15%   16%
 
Cost of product includes costs associated with the sale or lease of our hardware and licensing of our software products. Cost of product primarily includes the cost of employee salary, benefits and other employee-related costs, including stock-based compensation expense, amortization of acquired intangibles directly related to our products, the cost of technical documentation and royalties payable to third-party vendors. Cost of product associated with our hardware products also includes materials, assembly and overhead. These additional manufacturing costs make our cost of hardware product higher, as a percentage of revenue, than our cost of software product.
 
A summary of Cost of product is as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In millions)  
 
Product related costs
  $   7.3     $   10.1  
Amortization of acquired intangibles
    4.7       5.6  
                 
Total Cost of product
  $   12.0     $   15.7  
                 
 
During the three months ended March 29, 2008, Cost of product decreased $3.7 million compared to the three months ended March 31, 2007, primarily due to a decrease in hardware costs attributable to decreased hardware sales.
 
Cost of product depends primarily upon the extent to which we acquire intangible assets, acquire licenses and incorporate third-party technology in our products that are licensed or sold in any given period, and the actual mix of hardware and software product sales in any given period.
 
Cost of services primarily includes employee salary, benefits and other employee-related costs, costs to maintain the infrastructure necessary to manage a services organization, and provisions for contract losses, if any. During the three months ended March 29, 2008, Cost of services increased $1.6 million compared to the three months ended March 31, 2007. For the three months ended March 31, 2007, we recognized a gain of $0.9 million on the sale of land and buildings that related to Cost of services, which reduced the overall Costs of services for that period. There was no similar reduction of Cost of services for the three months ended March 29, 2008 and the Cost of services for this period increased as a result.
 
Cost of maintenance includes the cost of customer services, such as hot-line and on-site support, employee salary, benefits and other employee-related costs, and documentation of maintenance updates. There were no material fluctuations in these components of Cost of maintenance during the three months ended March 29, 2008, as compared to the three months ended March 31, 2007.


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Operating Expenses
 
                       
    Three Months Ended      
    March 29,
    March 31,
     
    2008     2007     % Change
    (In millions, except percentages)
 
Marketing and sales
  $   93.0     $   102.7       (9)%
Research and development
    125.4       117.1       7%
General and administrative
    37.7       40.6       (7)%
                       
Total operating expenses
  $   256.1     $   260.4       (2)%
                       
 
Operating Expenses as a Percent of Total Revenue
 
             
    Three Months Ended
    Restated
   
    March 29,
  March 31,
    2008   2007
 
Marketing and sales
    34%     28%
Research and development
    46%     32%
General and administrative
    14%     11%
 
Operating Expense Summary
 
Operating expenses decreased $4.3 million in the three months ended March 29, 2008, as compared to the three months ended March 31, 2007, primarily due to:
 
  •      A decrease of $6.1 million in stock-based compensation;
  •      A decrease of $2.5 million in salary, benefits and other employee-related costs;
  •      A decrease of $2.2 million in travel and customer conference costs; and
  •      A decrease of $1.0 million in losses on the sale of Installment contract receivables; partially offset by
  •      An increase of $7.9 million of Operating expenses in the three months ended March 29, 2008 due to no gains offsetting such expenses during this period. In the three months ended March 31, 2007, we recognized a gain of $7.9 million on the sale of land and buildings that related to and accordingly reduced Operating expenses for that period. There was no similar reduction in Operating expenses for the three months ended March 29, 2008.
 
In January 2007, we completed the sale of certain land and buildings in San Jose, California for a sales price of $46.5 million in cash. Concurrently with the sale, we leased back from the purchaser approximately 262,500 square feet of office space, which represents all available space in the buildings. A substantial portion of the gain upon sale offset our costs and expenses during the three months ended March 31, 2007, and the remaining gain will be amortized over the remaining initial lease term.
 
Fluctuations in foreign currency exchange rates, primarily due to the decrease in the valuation of the United States dollar when compared to the European Union euro, the Indian rupee and the Japanese yen, increased operating expenses by $4.9 million in the three months ended March 29, 2008, as compared to the three months ended March 31, 2007.
 
Marketing and Sales
 
Marketing and sales expense decreased $9.7 million in the three months ended March 29, 2008, as compared to the three months ended March 31, 2007, primarily due to:
 
  •      A decrease of $8.3 million in salary, benefits and other employee-related costs;
  •      A decrease of $2.3 million in stock-based compensation; and
  •      A decrease of $1.7 million in travel and customer conference costs; partially offset by


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  •      An increase of $2.8 million of Marketing and sales expense in the three months ended March 29, 2008 due to no gains offsetting such expense during this period. In the three months ended March 31, 2007, we recognized a gain of $2.8 million on the sale of land and buildings that related to and accordingly reduced Marketing and sales expense for that period. There was no similar reduction in Marketing and sales expense for the three months ended March 29, 2008.
 
Research and Development
 
Research and development expense increased $8.3 million in the three months ended March 29, 2008, as compared to the three months ended March 31, 2007, primarily due to:
 
  •      An increase of $7.4 million in salary, benefits and other employee-related costs, primarily due to an increase in the number of employees supporting product development, our acquisitions of Clear Shape Technologies, Inc. and Invarium, Inc., and increases in salary costs; and
  •      An increase of $4.7 million of Research and development expense in the three months ended March 29, 2008 due to no gains offsetting such expense during this period. In the three months ended March 31, 2007, we recognized a gain of $4.7 million on the sale of land and buildings that related to and accordingly reduced Research and development expense for that period. There was no similar reduction in Research and development expense for the three months ended March 29, 2008; partially offset by
  •      A decrease of $3.4 million in stock-based compensation.
 
General and Administrative
 
General and administrative expense decreased $2.9 million in the three months ended March 29, 2008, as compared to the three months ended March 31, 2007, primarily due to:
 
  •      A decrease of $1.6 million in salary, benefits and other employee-related costs; and
  •      A decrease of $1.0 million in losses on the sale of Installment contract receivables.
 
Amortization of Acquired Intangibles
 
                 
    Three Months Ended
    March 29,
  March 31,
    2008   2007
    (In millions)
 
Amortization of acquired intangibles
  $   5.8     $   4.5  
 
Amortization of acquired intangibles increased $1.3 million in the three months ended March 29, 2008, as compared to the three months ended March 31, 2007, primarily due to:
 
  •      An increase of $2.4 million of amortization for intangibles acquired in 2007 and 2008; partially offset by
  •      A decrease of $1.1 million of amortization for intangible assets from prior year acquisitions that became fully amortized during 2007 and 2008.
 
Write-off of Acquired In-process Technology
 
In connection with the acquisition completed during the three months ended March 29, 2008, we immediately charged to expense $0.6 million representing certain acquired in-process technologies that had not yet reached technological feasibility and had no alternative future use. The value assigned to acquired in-process technology was determined by identifying research projects in areas for which technological feasibility had not been established. The value was determined by estimating costs to develop the various acquired in-process technologies into commercially viable products, estimating the resulting net cash flows from such projects and discounting the net cash flows back to their present value. The discount rate assumed in these calculations was 22% and included factors that reflect the uncertainty surrounding successful development of the acquired in-process technology. The in-process technologies are expected to become commercially viable in June 2008. As of March 29, 2008, less than $0.1 million was incurred to complete the in-process technology and aggregate expenditures to complete the remaining in-process technology are expected to be approximately $0.2 million.


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These estimates are subject to change, given the uncertainties of the development process, and no assurance can be given that deviations from these estimates will not occur. Additionally, these projects will require further research and development after they have reached a state of technological and commercial feasibility.
 
Interest Expense
 
                 
    Three Months Ended
    March 29,
  March 31,
    2008   2007
    (In millions)
 
Interest expense
  $   3.0     $   3.5  
 
During the three months ended March 29, 2008 and March 31, 2007, the primary component of interest expense was the Convertible Senior Notes. The decrease in interest expense for the three months ended March 29, 2008, as compared to the three months ended March 31, 2007, was primarily due to the repayment in full of our Term Loan during the three months ended March 31, 2007.
 
Other income, net
 
Other income, net, for the three months ended March 29, 2008 and March 31, 2007 was as follows:
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In millions)  
 
Interest income
  $ 8.8     $ 12.2  
Gains on sale of non-marketable securities
    0.9       4.2  
Gains (losses) on sale of non-marketable and trading securities in Cadence’s nonqualified deferred compensation trust
    (0.7 )     3.3  
Gains on foreign exchange
    2.3       0.4  
Equity loss from investments
    (0.3 )     (0.6 )
Write-down of investments
    (5.4 )     ----  
Other income
    0.2       ----  
                 
Total other income, net
  $ 5.8     $ 19.5  
                 
 
Interest income decreased $3.4 million in the three months ended March 29, 2008, as compared to the three months ended March 31, 2007. The decrease was due to lower average cash balances and lower interest rates during the three months ended March 29, 2008.
 
During the three months ended March 29, 2008, we determined that one of our available-for-sale securities was other-than-temporarily impaired based on the severity and the duration of the impairment and we wrote down the investment by $5.4 million.


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Income Taxes — Restated
 
The following table presents the provision (benefit) for income taxes and the effective tax rate for the three months ended March 29, 2008 and March 31, 2007:
 
                 
    Three Months Ended
    Restated
   
    March 29,
  March 31,
    2008   2007
    (In millions, except percentages)
 
Provision (benefit) for income taxes
  $   (11.5)     $   18.5  
Effective tax rate
    28.2%       29.4%  
 
Our effective tax rate for the three months ended March 29, 2008 was a 28.2% benefit, as compared to a 29.4% provision for the three months ended March 31, 2007. Our effective tax rate for the three months ended March 29, 2008 reflects the tax benefit of the Loss before benefit for income taxes for the three months ended March 29, 2008, reduced by the period-specific items of net tax expense that included interest expense related to unrecognized tax benefits, tax benefits from disqualifying dispositions of shares issued under our employee stock purchase plan and incentive stock options issued under employee equity incentive plans, non-deductible acquired in-process technology and changes in prior years unrecognized tax benefits. The largest of the period-specific items of net tax expense was interest expense related to unrecognized tax benefits, net of related tax effects, of $2.2 million. Our effective tax rate decreased for the three months ended March 29, 2008, compared to the three months ended March 31, 2007, primarily due to the recognition of these period-specific items of net tax expense, partially offset by decreased tax benefits from foreign income that is taxed at a lower rate than the United States federal statutory income tax rate and from the federal research tax credit, which expired at the end of 2007.
 
We project our annual effective tax rate for the fiscal year ending January 3, 2009 to be approximately 38.0%, which includes anticipated interest expense related to unrecognized tax benefits for the year that is included in the provision (benefit) for income taxes. However, we expect that the effective tax rate for interim reporting periods may vary from the annual effective tax rate due to the recognition of other period-specific items of tax expense and benefit described above. Our effective tax rate for the year ended December 29, 2007 was 18.6%. Our projected annual effective tax rate for the year ending January 3, 2009 increased compared to the year ended December 29, 2007 primarily due to the recognition of previously unrecognized tax benefits of $27.8 million from an effective settlement with the Internal Revenue Service, or IRS, in 2007, the expiration of the federal research tax credit at the end of 2007, and lower tax benefits from employee stock-based compensation.
 
The IRS and other tax authorities regularly examine our income tax returns. In July 2006, the IRS completed its field examination of our federal income tax returns for the tax years 2000 through 2002 and issued a Revenue Agent’s Report, or RAR, in which the IRS proposed to assess an aggregate tax deficiency for the three-year period of approximately $324.0 million. In November 2006, the IRS revised the proposed aggregate tax deficiency for the three-year period to be approximately $318.0 million. The IRS is contesting our qualification for deferred recognition of certain proceeds received from restitution and settlement in connection with litigation during the period. The proposed tax deficiency for this item is approximately $152.0 million. The remaining proposed tax deficiency of approximately $166.0 million is primarily related to proposed adjustments to our transfer pricing arrangements with our foreign subsidiaries and to our deductions for foreign trade income. The IRS may make similar claims against our transfer pricing arrangements and deductions for foreign trade income in future examinations. We have filed a timely protest with the IRS and will seek resolution of the issues with the Appeals Office of the IRS, or the Appeals Office.
 
We believe that the proposed IRS adjustments are inconsistent with applicable tax laws and we are vigorously challenging these proposed adjustments. The RAR is not a final Statutory Notice of Deficiency but the IRS imposes interest on the proposed deficiencies until the matters are resolved. Interest is compounded daily at rates that are published and adjusted quarterly by the IRS and have been between 4% and 10% since 2001. The IRS is currently examining our federal income tax returns for the tax years 2003 through 2005.


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We believe that it is reasonably possible that the total amounts of unrecognized tax benefits for our transfer pricing arrangements with our foreign subsidiaries could significantly increase or decrease in the next 12 months if the Appeals Office develops new settlement guidelines that change our measurement of the tax benefits to be recognized upon effective settlement with the IRS. Because of the uncertain impact of any potential settlement guidelines, we cannot currently provide an estimate of the range of the reasonably possible change.
 
We also believe that it is reasonably possible that the total amounts of unrecognized tax benefits related to the value of stock options included in our cost sharing arrangements with our foreign subsidiaries could significantly increase or decrease in the next 12 months based on the outcome of the IRS appeal of Xilinx, Inc. v. Commissioner, which is before the U.S. Court of Appeal for the Ninth Circuit. We believe that the range of reasonably possible change is an increase in unrecognized tax benefits of $6.4 million to a decrease of unrecognized tax benefit of $1.6 million.
 
Significant judgment is required in applying the principles of FASB Interpretation, or FIN, No. 48, “Accounting for Uncertainty in Income Taxes — an interpretation of FASB Statement No. 109,” and Statement of Financial Accounting Standard, or SFAS, No. 109, “Accounting for Income Taxes.” The calculation of our provision for income taxes involves dealing with uncertainties in the application of complex tax laws and regulations. In determining the adequacy of our provision for income taxes, we regularly assess the potential settlement outcomes resulting from income tax examinations. However, the final outcome of tax examinations, including the total amount payable or the timing of any such payments upon resolution of these issues, cannot be estimated with certainty. In addition, we cannot be certain that such amount will not be materially different than that which is reflected in our historical income tax provisions and accruals. Should the IRS or other tax authorities assess additional taxes as a result of a current or a future examination, we may be required to record charges to operations in future periods that could have a material impact on our results of operations, financial position or cash flows in the applicable period or periods.
 
Liquidity and Capital Resources — Restated
 
                 
    As of  
    Restated
       
    March 29,
    December 29,
 
    2008     2007  
    (In millions)  
 
Cash, cash equivalents and Short-term investments
  $   836.7     $   1,078.1  
Net working capital
    544.0       744.1  
 
                 
    Three Months Ended  
    March 29,
    March 31,
 
    2008     2007  
    (In millions)  
 
Cash provided by (used for) operating activities
  $   (19.1 )   $   19.0  
Cash provided by (used for) investing activities
    (27.3 )     28.0  
Cash used for financing activities
    (192.9 )     (35.4 )
 
Cash and cash equivalents and Short-term investments
 
As of March 29, 2008, our principal sources of liquidity consisted of $836.7 million of Cash and cash equivalents and Short-term investments, as compared to $1,078.1 million as of December 29, 2007.
 
Our primary sources of cash in the three months ended March 29, 2008 were:
 
  •      Customer payments under software licenses and from the sale or lease of our hardware products;
  •      Customer payments for design and methodology services;
  •      Proceeds from the sale of receivables; and
  •      Cash received for common stock purchases under our employee stock purchase plan.


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Our primary uses of cash in the three months ended March 29, 2008 were:
 
  •      Payments relating to payroll, product, services and other operating expenses;
  •      Payments to former shareholders of acquired businesses;
  •      Purchases of property, plant and equipment; and
  •      Purchases of treasury stock.
 
Net working capital
 
Net working capital decreased $200.1 million as of March 29, 2008, as compared to December 29, 2007, primarily due to:
 
  •      A decrease of $237.4 million in Cash and cash equivalents; and
  •      An increase of $30.9 million in Current portion of deferred revenue; partially offset by
  •      A decrease of $69.0 million in Accounts payable and accrued liabilities.
 
Cash flows from operating activities
 
Cash flows provided by (used for) operating activities include net income (loss), adjusted for certain non-cash charges, as well as changes in the balances of certain assets and liabilities. Our cash flows from operating activities are significantly influenced by the payment terms set forth in our license agreements and by sales of our receivables.
 
We have entered into agreements whereby we may transfer accounts receivable to certain financing institutions on a non-recourse or limited-recourse basis. These transfers are recorded as sales and accounted for in accordance with SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.” During the three months ended March 29, 2008, we transferred accounts receivable, net of the losses on the sale of the receivables, totaling $15.7 million, which approximated fair value, to financing institutions on a non-recourse basis, as compared to $41.4 million for the three months ended March 31, 2007. As a result of the credit losses recorded by banks in the second half of 2007 and the first quarter of 2008, a number of banks have become less willing to purchase assets because of capital constraints and concerns about over-exposure to the technology sector, and we expect a reduced level of Proceeds from the sale of receivables throughout the remainder of 2008.
 
Net cash used for operating activities of $19.1 million for the three months ended March 29, 2008 was primarily comprised of:
 
  •      A decrease in Accounts payable and other accrued liabilities of $80.9 million, primarily due to the payment of bonuses, commissions, and other salaries and benefits earned during fiscal 2007 and paid during the three months ended March 29, 2008; and
  •      A decrease in Other long-term liabilities of $20.8 million; partially offset by
  •      Net loss, net of non-cash related expenses, of $31.9 million;
  •      An increase in cash received for deferred revenue of $19.6 million; and
  •      A decrease in Receivables, net and Installment contract receivables of $37.8 million, net of sales of receivables, due to the payment terms set forth in our license agreements.
 
Net cash provided by operating activities of $19.0 million for the three months ended March 31, 2007 was primarily comprised of:
 
  •      Net income, net of non-cash related expenses, of $92.6 million; and
  •      An increase in cash received for deferred revenue of $6.7 million; partially offset by
  •      An increase in Accounts payable and other accrued liabilities of $37.7 million;
  •      An increase in Receivables, net and Installment contract receivables of $27.9 million, net of sales of receivables, due to the payment terms set forth in our license agreements; and
  •      An increase in Prepaid expenses and other current assets of $9.8 million.


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Cash flows from investing activities
 
Our primary investing activities consisted of:
 
  •      Purchases and proceeds from the sale of property, plant and equipment;
  •      Cash paid in business combinations and asset acquisitions, net of cash acquired, and acquisition of intangibles; and
  •      Proceeds from the sale of long-term investments.
 
Net cash used for investing activities was $27.3 million in the three months ended March 29, 2008, as compared to net cash provided by investing activities of $28.0 million in the three months ended March 31, 2007. The change was primarily due to:
 
  •      A decrease of $46.5 million of Proceeds from the sale of property, plant and equipment;
  •      An increase of $4.2 million of Purchases of property, plant and equipment;
  •      An increase of $4.0 million in cash paid in business combinations and asset acquisitions, net of cash acquired, and acquisition of intangibles; and
  •      A decrease of $1.5 million of Proceeds from the sale of long-term investments.
 
In January 2007, we completed the sale of certain land and buildings in San Jose, California for a sales price of $46.5 million in cash. Concurrently with the sale, we leased back from the purchaser all available space in the buildings. During the lease term, we are constructing an additional building located on our San Jose, California campus to replace the buildings we sold in this transaction. We expect to use approximately $26.6 million in cash during the remainder of fiscal 2008 for construction of this new building. We expect to continue our investing activities, including purchasing property, plant and equipment, purchasing intangible assets, purchasing software licenses and making long-term equity investments.
 
In connection with our acquisitions completed prior to March 29, 2008, we may be obligated to pay up to an aggregate of $62.4 million in cash during the next 50 months if certain defined performance goals are achieved in full. Of this amount, up to $51.4 million would be expensed as compensation expense in our Condensed Consolidated Statements of Operations and up to $11.0 million would be added to the purchase price of the acquisitions and will be recorded in Goodwill in our Condensed Consolidated Balance Sheets.
 
Cash flows from financing activities
 
Financing cash flows during the three months ended March 29, 2008 consisted primarily of the issuance of common stock under certain employee plans and purchases of treasury stock.
 
Net cash used for financing activities increased by $157.4 million in the three months ended March 29, 2008, as compared to the three months ended March 31, 2007. The increase was primarily due to:
 
  •      An increase of $94.8 million in Purchases of treasury stock; and
  •      A decrease of $86.1 million in Proceeds from the sale of common stock due to a decreased number of options exercised during the three months ended March 29, 2008; partially offset by
  •      A decrease of $28.0 million of payments on our Term Loan, the repayment of which was completed in March 2007.
 
We record a gain or loss on re-issuance of treasury stock based on the total proceeds received in the transaction. During the three months ended March 29, 2008, we recorded losses on the re-issuance of treasury stock of $24.5 million as a component of Retained earnings.
 
Other factors affecting liquidity and capital resources
 
Income Taxes
 
We provide for United States income taxes on the earnings of our foreign subsidiaries unless the earnings are considered indefinitely invested outside of the United States. As of March 29, 2008, we intend to indefinitely reinvest our undistributed foreign earnings outside of the United States.


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The IRS and other tax authorities regularly examine our income tax returns. In July 2006, the IRS completed its field examination of our federal income tax returns for the tax years 2000 through 2002 and issued an RAR in which the IRS proposed to assess an aggregate tax deficiency for the three-year period of approximately $324.0 million. In November 2006, the IRS revised the proposed aggregate tax deficiency for the three-year period to be approximately $318.0 million. The IRS is contesting our qualification for deferred recognition of certain proceeds received from restitution and settlement in connection with litigation during the period. The proposed tax deficiency for this item is approximately $152.0 million. The remaining proposed tax deficiency of approximately $166.0 million is primarily related to proposed adjustments to our transfer pricing arrangements with our foreign subsidiaries and to our deductions for foreign trade income. The IRS may make similar claims against our transfer pricing arrangements and deductions for foreign trade income in future examinations. We have filed a timely protest with the IRS and will seek resolution of the issues with the Appeals Office.
 
We believe that the proposed IRS adjustments are inconsistent with applicable tax laws and we are vigorously challenging these proposed adjustments. The RAR is not a final Statutory Notice of Deficiency but the IRS imposes interest on the proposed deficiencies until the matters are resolved. Interest is compounded daily at rates published and adjusted quarterly by the IRS and have been between 4% and 10% since 2001. The IRS is currently examining our federal income tax returns for the tax years 2003 through 2005.
 
1.375% Convertible Senior Notes Due 2011 and 1.500% Convertible Senior Notes Due 2013
 
In December 2006, we issued $250.0 million principal amount of 1.375% Convertible Senior Notes Due 2011, or the 2011 Notes, and $250.0 million principal amount of 1.500% Convertible Senior Notes Due 2013, or the 2013 Notes, and collectively, the Convertible Senior Notes, to three initial purchasers in a private placement pursuant to Section 4(2) of the Securities Act of 1933, as amended, or Securities Act, for resale to qualified institutional buyers pursuant to Rule 144A of the Securities Act. We received net proceeds of approximately $487.0 million after transaction fees of approximately $13.0 million, including $12.0 million of underwriting discounts. A portion of the net proceeds totaling $228.5 million was used to purchase $189.6 million principal amount of our Zero Coupon Zero Yield Senior Convertible Notes Due 2023, or the 2023 Notes.
 
Holders may convert their Convertible Senior Notes prior to maturity upon the occurrence of one of the following events:
 
  •      The price of our common stock reaches $27.50 during certain periods of time specified in the Convertible Senior Notes;
  •      Specified corporate transactions occur; or
  •      The trading price of the Convertible Senior Notes falls below a certain threshold.
 
On and after November 2, 2011, in the case of the 2011 Notes, and November 1, 2013, in the case of 2013 Notes, until the close of business on the scheduled trading day immediately preceding the maturity date, holders may convert their Convertible Senior Notes at any time, regardless of the foregoing circumstances. We may not redeem the Convertible Senior Notes prior to maturity.
 
The initial conversion rate for the Convertible Senior Notes is 47.2813 shares of our common stock per $1,000 principal amount of Convertible Senior Notes, equivalent to a conversion price of approximately $21.15 per share of our common stock. Upon conversion, a holder will receive the sum of the daily settlement amounts, calculated on a proportionate basis for each day, during a specified observation period following the conversion date. The daily settlement amount during each date of the observation period consists of:
 
  •      Cash up to the principal amount of the note; and
  •      Our common stock to the extent that the conversion value exceeds the amount of cash paid upon conversion of the Convertible Senior Notes.
 
In addition, if a fundamental change occurs prior to maturity, we will, in certain cases, increase the conversion rate by an additional amount up to $8.27 per share, for a holder that elects to convert its Convertible Senior Notes in connection with such fundamental change, which amount will be paid entirely in cash. A fundamental change is any transaction or event (whether by means of an exchange offer, liquidation, tender offer, consolidation, merger, combination, reclassification, recapitalization or otherwise) in connection with which more than 50% of our


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common stock is exchanged for, converted into, acquired for or constitutes solely the right to receive, consideration which is not at least 90% shares of common stock, or depositary receipts representing such shares, that are:
 
  •      Listed on, or immediately after the transaction or event will be listed on, a United States national securities exchange; or
  •      Approved, or immediately after the transaction or event will be approved, for quotation on a United States system of automated dissemination of quotations of securities prices similar to the NASDAQ National Market prior to its designation as a national securities exchange.
 
As of March 29, 2008, none of the conditions allowing the holders of the Convertible Senior Notes to convert had been met.
 
Interest on the Convertible Senior Notes began accruing in December 2006 and is payable semi-annually each December 15th and June 15th.
 
Concurrently with the issuance of the Convertible Senior Notes, we entered into hedge transactions with various parties whereby we have the option to purchase up to 23.6 million shares of our common stock at a price of $21.15 per share, subject to adjustment. These options expire on December 15, 2011, in the case of the 2011 Notes, and December 15, 2013, in the case of the 2013 Notes, and must be settled in net shares. The aggregate cost of these hedge transactions was $119.8 million and has been recorded as a reduction to Stockholders’ equity in accordance with EITF No. 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock.” The estimated fair value of the hedges acquired in connection with the issuance of the Convertible Senior Notes was $32.9 million as of March 29, 2008. Subsequent changes in the fair value of these hedges will not be recognized as long as the instruments remain classified as equity.
 
In separate transactions, we also sold warrants to various parties for the purchase of up to 23.6 million shares of our common stock at a price of $31.50 per share in a private placement pursuant to Section 4(2) of the Securities Act. The warrants expire on various dates from February 2012 through April 2012 in the case of the 2011 Notes, and February 2014 through April 2014 in the case of the 2013 Notes, and must be settled in net shares. We received $39.4 million in cash proceeds from the sale of these warrants, which has been recorded as a reduction to Stockholders’ equity in accordance with EITF No. 00-19. The estimated fair value of the warrants sold in connection with the issuance of the Convertible Senior Notes was $15.0 million as of March 29, 2008. Subsequent changes in the fair value of these warrants will not be recognized as long as the instruments remain classified as equity. The warrants will be included in diluted earnings per share, or EPS, to the extent the impact is dilutive.
 
Zero Coupon Zero Yield Senior Convertible Notes Due 2023
 
In August 2003, we issued $420.0 million principal amount of our 2023 Notes to two initial purchasers in a private placement pursuant to Section 4(2) of the Securities Act for resale to qualified institutional buyers pursuant to Rule 144A of the Securities Act. We received net proceeds of $406.4 million after transaction fees of $13.6 million that were recorded in Other long-term assets and are being amortized to interest expense using the straight-line method over five years, which is the duration of the first redemption period. The 2023 Notes were issued by us at par and bear no interest. The 2023 Notes are convertible into our common stock initially at a conversion price of $15.65 per share, which would result in an aggregate of 26.8 million shares issued upon conversion, subject to adjustment upon the occurrence of specified events. In connection with the issuance of the Convertible Senior Notes in December 2006, we repurchased $189.6 million principal amount of the 2023 Notes, reducing the aggregate number of shares to be issued upon conversion to 14.7 million.
 
We may redeem for cash all or any part of the 2023 Notes on or after August 15, 2008 for 100.00% of the principal amount. The holders of the 2023 Notes may require us to repurchase for cash all or any portion of their 2023 Notes on August 15, 2008 for 100.25% of the principal amount, on August 15, 2013 for 100.00% of the principal amount or on August 15, 2018 for 100.00% of the principal amount, by providing to the paying agent a written repurchase notice. The repurchase notice must be delivered during the period commencing 30 business days prior to the relevant repurchase date and ending on the close of business on the business day prior to the relevant repurchase date. In addition, we may redeem for cash all or any part of the 2023 Notes on or after August 15, 2008 for 100.00% of the principal amount, except for those 2023 Notes that holders have required us to repurchase on


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August 15, 2008 or on other repurchase dates, as described above. Since the 2023 Notes can be redeemed by the holders on August 15, 2008, the 2023 Notes are classified as a Current liability in our Condensed Consolidated Balance Sheet as of March 29, 2008.
 
Each $1,000 of principal of the 2023 Notes will initially be convertible into 63.8790 shares of our common stock, subject to adjustment upon the occurrence of specified events. Holders of the 2023 Notes may convert their 2023 Notes prior to maturity only if:
 
  •      The price of our common stock reaches $22.69 during certain periods of time specified in the 2023 Notes;
  •      Specified corporate transactions occur;
  •      The 2023 Notes have been called for redemption; or
  •      The trading price of the 2023 Notes falls below a certain threshold.
 
In the event of a fundamental change in our corporate ownership or structure, the holders may require us to repurchase all or any portion of their 2023 Notes for 100.00% of the principal amount. Upon a fundamental change in our corporate ownership or structure, in certain circumstances we may choose to pay the repurchase price in cash, shares of our common stock or a combination of cash and shares of our common stock. As of March 29, 2008, none of the conditions allowing the holders of the 2023 Notes to convert had been met.
 
In connection with the issuance of the Convertible Senior Notes in December 2006, a portion of the proceeds were used to purchase in the open market 2023 Notes with a principal balance of $189.6 million for a total purchase price of $228.5 million. In connection with this purchase, we incurred expenses of $40.8 million for the early extinguishment of debt. The loss on early extinguishment of debt included the call premium on the purchased 2023 Notes and the write-off of a portion of the unamortized deferred debt issuance costs.
 
Concurrently with the issuance of the 2023 Notes, we entered into hedge transactions with a financial institution whereby we originally acquired options to purchase up to 26.8 million shares of our common stock at a price of $15.65 per share. These options expire on August 15, 2008 and must be settled in net shares. The cost of the hedge transactions to us was $134.6 million. In connection with the purchase of a portion of the 2023 Notes in December 2006, we also sold 12.1 million of the hedges that were originally purchased in connection with the 2023 Notes and received proceeds of $55.9 million.
 
In addition, we sold warrants for our common stock to a financial institution for the purchase of up to 26.8 million shares of our common stock at a price of $23.08 per share. The warrants expire on various dates from February 2008 through May 2008 and must be settled in net shares. We received $56.4 million in cash proceeds from the sale of these warrants. In connection with the purchase of a portion of the 2023 Notes in December 2006, we also purchased 12.1 million of the warrants for our common stock that were originally issued in connection with the 2023 Notes at a cost of $10.2 million. Certain warrants that expired from February 21, 2008 through March 29, 2008 expired out of the money and no settlement was required. The remaining outstanding warrants will be included in diluted EPS to the extent the impact is dilutive.
 
As of March 29, 2008, the estimated fair value of the remaining hedges acquired in connection with the issuance of the 2023 Notes was $0.1 million and there was no fair value for the remaining warrants sold in connection with the issuance of the 2023 Notes. Subsequent changes in the fair value of these hedge and warrant transactions will not be recognized as long as the instruments remain classified as equity.
 
For further information about our 2023 Notes, including conversion rights and the effect of a fundamental change, see the discussion under the heading “Liquidity and Capital Resources — Other Factors Affecting Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended December 29, 2007.


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Item 3.   Quantitative and Qualitative Disclosures About Market Risk
 
Disclosures About Market Risk
 
Interest Rate Risk
 
Our exposure to market risk for changes in interest rates relates primarily to our portfolio of Cash and cash equivalents. While we are exposed to interest rate fluctuations in many of the world’s leading industrialized countries, our interest income and expense is most sensitive to fluctuations in the general level of United States interest rates. In this regard, changes in United States interest rates affect the interest earned on our Cash and cash equivalents and costs associated with foreign currency hedges.
 
We invest in high quality credit issuers and, by policy, limit the amount of our credit exposure to any one issuer. As part of our policy, our first priority is to reduce the risk of principal loss. Consequently, we seek to preserve our invested funds by limiting default risk, market risk and reinvestment risk. We mitigate default risk by investing in only high quality credit securities that we believe to have low credit risk and by positioning our portfolio to respond appropriately to a significant reduction in a credit rating of any investment issuer or guarantor. The short-term interest-bearing portfolio of Cash and cash equivalents includes only marketable securities with active secondary or resale markets to ensure portfolio liquidity.
 
All highly liquid investments with a maturity of three months or less at the date of purchase are considered to be cash equivalents. Investments with maturities greater than three months are classified as available-for-sale and are considered to be short-term investments. The carrying value of our interest-bearing instruments approximated fair value as of March 29, 2008. The following table presents the carrying value and related weighted average interest rates for our interest-bearing instruments, which are all classified as Cash and cash equivalents on our Condensed Consolidated Balance Sheet as of March 29, 2008.
 
                 
    Carrying
    Average
 
    Value     Interest Rate  
    (In millions)        
 
Interest-Bearing Instruments:
               
Cash – variable rate
  $ 72.6       1.27%  
Cash equivalents – variable rate
    706.1       2.96%  
Cash equivalents – fixed rate
    23.6       2.14%  
                 
Total interest-bearing instruments
  $ 802.3       2.79%  
                 
 
Foreign Currency Risk
 
Most of our revenue and material business activity are transacted in the United States dollar. However, certain of our operations include transactions in foreign currencies and, therefore, we benefit from a weaker dollar, and in certain countries where we invoice customers in the local currency, we are adversely affected by a stronger dollar relative to major currencies worldwide. The primary effect of foreign currency transactions on our results of operations from a weakening United States dollar is an increase in revenue offset by a smaller increase in expenses. Conversely, the primary effect of foreign currency transactions on our results of operations from a strengthening United States dollar is a reduction in revenue offset by a smaller reduction in expenses.
 
We enter into foreign currency forward exchange contracts with financial institutions to protect against currency exchange risks associated with existing assets and liabilities. A foreign currency forward exchange contract acts as a hedge by increasing in value when underlying assets decrease in value or underlying liabilities increase in value due to changes in foreign exchange rates. Conversely, a foreign currency forward exchange contract decreases in value when underlying assets increase in value or underlying liabilities decrease in value due to changes in foreign exchange rates. These forward contracts are not designated as accounting hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and, therefore, the unrealized gains and losses are recognized in Other income, net, in advance of the actual foreign currency cash flows with the fair value of these forward contracts being recorded as accrued liabilities or other current assets.


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Our policy governing hedges of foreign currency risk does not allow us to use forward contracts for trading purposes. Our forward contracts generally have maturities of 90 days or less. The effectiveness of our hedging program depends on our ability to estimate future asset and liability exposures. We enter into currency forward exchange contracts based on estimated future asset and liability exposures. Recognized gains and losses with respect to our current hedging activities will ultimately depend on how accurately we are able to match the amount of currency forward exchange contracts with actual underlying asset and liability exposures.
 
The following table provides information, as of March 29, 2008, about our forward foreign currency contracts. The information is provided in United States dollar equivalent amounts. The table presents the notional amounts, at contract exchange rates, and the weighted average contractual foreign currency exchange rates expressed as units of the foreign currency per United States dollar, which in some cases may not be the market convention for quoting a particular currency. All of these forward contracts mature prior to or during May 2008.
 
                 
          Weighted
 
          Average
 
    Notional
    Contract
 
    Principal     Rate  
    (In millions)        
 
Forward Contracts:
               
Japanese yen
  $ 38.7       101.19  
British pound sterling
    22.0       0.50  
European union euro
    16.6       0.65  
Israeli shekel
    10.9       3.51  
Taiwan dollar
    9.3       30.37  
Indian rupee
    9.0       40.39  
Other
    18.2          
                 
Total
  $ 124.7          
                 
Estimated fair value
  $ 0.1          
                 
 
While we actively monitor our foreign currency risks, there can be no assurance that our foreign currency hedging activities will substantially offset the impact of fluctuations in currency exchange rates on our results of operations, cash flows and financial position.
 
Equity Price Risk
 
1.375% Convertible Senior Notes Due 2011 and 1.500% Convertible Senior Notes Due 2013
 
In December 2006, we issued $250.0 million principal amount of our 2011 Notes, and $250.0 million principal amount of our 2013 Notes, collectively, the Convertible Senior Notes, to three initial purchasers in a private placement pursuant to Section 4(2) of the Securities Act for resale to qualified institutional buyers pursuant to Rule 144A of the Securities Act. Concurrently with the issuance of the Convertible Senior Notes, we entered into hedge transactions with various parties, and in separate transactions, sold warrants for the purchase of our common stock to various parties to reduce the potential dilution from the conversion of the Convertible Senior Notes and to mitigate any negative effect such conversion may have on the price of our common stock. For an additional description of the Convertible Senior Notes, including the hedge and warrants transactions, see the discussion under the heading “Liquidity and Capital Resources — Other Factors Affecting Liquidity and Capital Resources” above.
 
Zero Coupon Zero Yield Senior Convertible Notes Due 2023
 
In August 2003, we issued $420.0 million principal amount of our 2023 Notes to two initial purchasers in a private placement pursuant to Section 4(2) of the Securities Act for resale to qualified institutional buyers pursuant to Rule 144A of the Securities Act. Concurrently with the issuance of the 2023 Notes, we entered into hedge transactions with one of the initial purchasers and in a separate transaction, sold warrants for the purchase of our


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common stock to one of the initial purchasers to reduce the potential dilution from the conversion of the 2023 Notes and to mitigate any negative effect such conversion may have on the price of our common stock. For an additional description of the 2023 Notes, including the hedge and warrants transactions, see the discussion under the heading “Liquidity and Capital Resources — Other Factors Affecting Liquidity and Capital Resources” above.
 
Investments
 
We have a portfolio of equity investments that includes marketable equity securities and non-marketable equity securities. Our equity investments are made primarily in connection with our strategic investment program. Under our strategic investment program, from time to time, we make cash investments in companies with technologies that are potentially strategically important to us.
 
We consider all of our investments in marketable securities as available-for-sale. It is our policy to review the fair value of these marketable securities on a regular basis to determine whether our investments in these companies are other-than-temporarily impaired. This evaluation includes, but is not limited to, reviewing each company’s cash position, financing needs, earnings or revenue outlook, operational performance, management or ownership changes and competition. If we believe the carrying value of an investment is in excess of its fair value, and this difference is other-than-temporary, it is our policy to write down the investment to reduce its carrying value to fair value.
 
The fair value of our portfolio of available-for-sale marketable equity securities, which are included in Short-term investments on the accompanying Condensed Consolidated Balance Sheets, was $10.9 million as of March 29, 2008 and $14.9 million as of December 29, 2007. While we actively monitor these investments, we do not currently engage in any hedging activities to reduce or eliminate equity price risk with respect to these equity investments. Accordingly, we could lose all or part of our investment portfolio of marketable equity securities if there is an adverse change in the market prices of the companies we invest in.
 
Our investments in marketable and non-marketable equity securities would be negatively affected by an adverse change in equity market prices, although the impact on our investments in non-marketable securities cannot be directly quantified. Such a change, or any negative change in the financial performance or prospects of the companies whose non-marketable securities we own, would harm the ability of these companies to raise additional capital and the likelihood of our being able to realize any gains or return of our investments through liquidity events such as initial public offerings, acquisitions and private sales. These types of investments involve a high degree of risk, and there can be no assurance that any company we invest in will grow or will be successful or that we will be able to liquidate a particular investment when desired. Accordingly, we could lose all or part of our investment.
 
Our investments in non-marketable equity securities had a carrying amount of $23.5 million as of March 29, 2008 and $26.2 million as of December 29, 2007. If we determine that an other-than-temporary decline in fair value exists for a non-marketable equity security, we write down the investment to its fair value and record the related write-down as an investment loss in our Condensed Consolidated Statements of Operations.
 
Item 4.   Controls and Procedures
 
Evaluation of Disclosure Controls and Procedures
 
Under the supervision and with the participation of our management, including our former Chief Executive Officer, or CEO, and our Chief Financial Officer, or CFO, we had previously evaluated the design and operation of our disclosure controls and procedures (as defined in Rules 13-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act), as of March 29, 2008. This included an evaluation of the design and operation of our disclosure controls and procedures applicable to the period covered by and existing through the initial filing of the Quarterly Report on Form 10-Q for the period ended March 29, 2008. Based on that review, our former CEO and our CFO concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in our reports under the Exchange Act would be recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and would be accumulated and communicated to our management, including the former CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.


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As previously disclosed in our Current Report on Form 8-K filed with the SEC on October 20, 2008, our former CEO resigned on October 15, 2008, and in connection with the resignation, our Board of Directors formed an Interim Office of the Chief Executive, or the IOCE, to oversee the day-to-day running of our operations. The members of the IOCE are John B. Shoven, Ph.D., Chairman of our Board of Directors, whose role as a member of the IOCE is to provide oversight on behalf of our Board of Directors, Lip-Bu Tan, Interim Vice Chairman of our Board of Directors, Charlie Huang, our Senior Vice President, and Kevin S. Palatnik, our Senior Vice President and CFO. Mr. Huang also holds the position of IOCE Chief of Staff, and performs functions similar to a principal executive officer.
 
Consistent with good corporate governance practices, the Audit Committee of our Board of Directors, with the assistance of special counsel and other advisors, conducted an investigation of the events that led to restatement of our financial results discussed in the Explanatory Note to Amendment No. 1 to the Quarterly Reports on Form 10-Q/A for the periods ended March 29, 2008 and June 28, 2008 and in Note 2 to the Condensed Consolidated Financial Statements therein. Upon the completion of this investigation, the Audit Committee concluded that the circumstances that led to the restatement were not the result of illegal conduct on the part of any of our directors, officers, or other employees. Also in connection with the restatement, we carried out a reevaluation, under the supervision and with the participation of our management, including the IOCE Chief of Staff and our CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13-15(e) and 15d-15(e) under the Exchange Act) as of March 29, 2008. It should be noted that the certification of our IOCE Chief of Staff as to our disclosure controls and procedures as of March 29, 2008 is necessarily based in part on an evaluation of facts that existed before he assumed the position pursuant to which he performs functions similar to a principal executive officer.
 
In the course of this reevaluation in connection with the restatement, our management identified a material weakness in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting that creates a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
 
There was a material weakness in our internal controls over the application of revenue recognition criteria required by SOP 97-2 “Software Revenue Recognition” in the context of multiple-element software arrangements.
 
The material weakness relates to both the insufficient design and ineffective operation of certain internal controls over the recognition of revenue from term license agreements. Specifically, the material weakness is comprised of the following components:
 
  •      Controls were not adequately designed to facilitate communication of all information pertinent to the negotiations with customers between the sales and sales finance organizations and the personnel responsible for determining the appropriate recognition of the revenue related to such license agreements. As a result, controls relative to the sales and sales finance organizations reviewing, analyzing and evaluating available information pertinent to revenue recognition for term license agreements were not operating effectively.
 
  •      Controls were not adequately designed to detect or prevent the inappropriate issuance of evaluation licenses to customers for incubation technology. Incubation technology is not commercially available for release.
 
As a result of the material weakness in internal control over financial reporting, our management did not detect that revenue from three term license arrangements was improperly recognized. The correction of the revenue associated with these term license agreements resulted in the following: (i) the restatement of our previously issued condensed consolidated financial statements for the three month period ended March 29, 2008; (ii) the restatement of our previously issued condensed consolidated financial statements for the three and six month periods ended June 28, 2008; and (iii) adjustments to the preliminary condensed consolidated financial statements for the three and nine month periods ended September 27, 2008. The restatements are more fully described in the Explanatory


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Note to Amendment No. 1 to the Quarterly Reports on Form 10-Q/A for the periods ended March 29, 2008 and June 28, 2008 and in Note 2 to the Condensed Consolidated Financial Statements therein.
 
Based on the reevaluation described above, including the identification of the material weakness, our IOCE Chief of Staff and our CFO have concluded that our disclosure controls and procedures were not effective as of March 29, 2008.
 
Remediation Steps to Address Material Weakness
 
To address the material weakness described above, we have commenced the implementation of improvements to our internal controls. Specifically, we have taken and are taking the following actions, which our management believes have improved, and will continue to improve, our internal control over financial reporting, and our disclosure controls and procedures:
 
  •      Individuals who are part of the sales process will be required to take enhanced comprehensive, ongoing compliance training specific to our policies and procedures;
 
  •      We will require additional analysis, communication, and accompanying documentation from our sales and sales finance organizations relating to recognition of revenue for term license agreements, with particular emphasis on transactions when factors are present that increase the risk that the transaction could be deemed to be a subset of a multiple element arrangement;
 
  •      We will enhance our existing processes and controls with respect to evaluation licenses that are applied to all technology being evaluated by customers; and
 
  •      We will make certain personnel changes and increase supervision and training to effectuate the changes discussed above.
 
Our management believes that the actions described above will remediate the material weakness we have identified and strengthen our internal control over financial reporting. We expect that the material weakness will be fully remediated prior to January 3, 2009; however, there can be no assurance that remediation will be completed by that date.
 
If we fail to remediate our material weakness promptly and effectively, there is an increased risk that a material misstatement in our interim or annual financial statements may occur.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting during the quarter ended March 29, 2008 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Inherent Limitations on Effectiveness of Internal Control over Financial Reporting and Disclosure Controls and Procedures
 
Our management, including the IOCE Chief of Staff and CFO, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and all fraud. An internal control, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the internal control are met. Further, the design of an internal control must reflect the fact that there are resource constraints, and the benefits of the control must be considered relative to their costs. While our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within Cadence have been detected.


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PART II. OTHER INFORMATION
 
Item 1.   Legal Proceedings
 
From time to time, we are involved in various disputes and litigation matters that arise in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contracts, distribution arrangements and employee relations matters. At least quarterly, we review the status of each significant matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount or the range of loss can be estimated, we accrue a liability for the estimated loss in accordance with SFAS No. 5, “Accounting for Contingencies.” Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we reassess the potential liability related to pending claims and litigation matters and may revise estimates.
 
On May 30, 2007, Ahmed Higazi, a former employee, filed suit against us in the United States District Court for the Northern District of California alleging that we improperly classified him and a class of our other information technology employees as exempt from overtime pay. The suit alleges claims for unpaid overtime under the federal Fair Labor Standards Act and California law, waiting-time penalties under the California Labor Code, failure to provide proper earnings statements under California law, failure to provide meal periods and rest breaks as required by California law, unfair business practices under California Business & Professions Code section 17200, and unpaid 401(k) Plan contributions in violation of the Employee Retirement Income Security Act, or ERISA. On June 20, 2007, we answered plaintiff’s complaint, denying its material allegations and raising a number of affirmative defenses, and on December 19, 2007, we filed an amended answer. A period of discovery conducted by both sides then ensued, followed, in January 2008, by a private mediation of the case. At the mediation, the parties were successful in resolving their respective differences, and have entered into a settlement agreement without contesting the merits of the claims or admitting liability. The parties are in the process of obtaining court approval of the settlement, which is not expected to occur before the third quarter of 2008.
 
While the outcome of these disputes and litigation matters cannot be predicted with any certainty, management does not believe that the outcome of any current matters will have a material adverse effect on our consolidated financial position, liquidity or results of operations.


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Item 1A.    Risk Factors
 
Our business faces many risks. Described below are what we believe to be the material risks that we face. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could suffer. The descriptions below include any material changes to and supersede the description of the risk factors as previously disclosed in Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 29, 2007, filed with the SEC on February 26, 2008.
 
Risks Related to Our Business
 
We are subject to the cyclical nature of the integrated circuit and electronics systems industries, and any downturn in these industries may reduce our revenue.
 
Purchases of our products and services are dependent upon the commencement of new design projects by IC manufacturers and electronics systems companies. The IC and electronics systems industries are cyclical and are characterized by constant and rapid technological change, rapid product obsolescence and price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand.
 
The IC and electronics systems industries have experienced significant downturns, often connected with, or in anticipation of, maturing product cycles of both these industries’ and their customers’ products and a decline in general economic conditions. These downturns have been characterized by diminished product demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. Any economic downturn in the industries we serve could harm our business, operating results or financial condition.
 
Our failure to respond quickly to technological developments could make our products uncompetitive and obsolete.
 
The industries in which we compete experience rapid technology developments, changes in industry standards, changes in customer requirements and frequent new product introductions and improvements. Currently, the industries we serve are experiencing several revolutionary trends:
 
  •      Migration to nanometer design: the size of features such as wires, transistors and contacts on ICs continuously shrink due to the ongoing advances in semiconductor manufacturing processes. Process feature sizes refer to the width of the transistors and the width and spacing of interconnect on the IC. Feature size is normally identified by the transistor length, which is shrinking rapidly to 65 nanometers and smaller. This is commonly referred to in the semiconductor industry as the migration to nanometer design. It represents a major challenge for participants in the semiconductor industry, from IC design and design automation to design of manufacturing equipment and the manufacturing process itself. Shrinkage of transistor length to such proportions is challenging the industry in the application of more complex physics and chemistry that is needed to realize advanced silicon devices. For EDA tools, models of each component’s electrical properties and behavior become more complex as do requisite analysis, design and verification capabilities. Novel design tools and methodologies must be invented quickly to remain competitive in the design of electronics in the smallest nanometer ranges.
  •      The challenges of nanometer design are leading some customers to work with older, less risky manufacturing processes. This may reduce their need to upgrade their EDA products and design flows.
  •      The ability to design SoCs, increases the complexity of managing a design that, at the lowest level, is represented by billions of shapes on the fabrication mask. 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. The unavailability of high-quality design IP that can be reliably incorporated into a customer’s design with our IC implementation products and services could reduce demand for our products and services.
  •      Increased technological capability of the Field-Programmable Gate Array, 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 design and methodology services businesses could reduce the need for some IC companies to invest in EDA products.


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If we are unable to respond quickly and successfully to these developments, we may lose our competitive position, and our products or technologies may become uncompetitive or obsolete. To compete successfully, we must develop or acquire new products and improve our existing products and processes on a schedule that keeps pace with technological developments and the requirements for products addressing a broad spectrum of designers and designer expertise in our industries. We must also be able to support a range of changing computer software, hardware platforms and customer preferences. We cannot guarantee that we will be successful in this effort.
 
We have experienced varied operating results, and our operating results for any particular fiscal period are affected by the timing of significant orders for our software products, fluctuations in customer preferences for license types and the timing of revenue recognition under those license types.
 
We have experienced, and may continue to experience, varied operating results. In particular, we experienced a net loss for the three months ended March 29, 2008, we have experienced net losses for some other past periods and we may experience net losses in future periods. Various factors affect our operating results and some of them are not within our control. Our operating results for any period are affected by the timing of significant orders for our software products because a significant number of licenses for our software products are in excess of $5.0 million.
 
Our operating results are also affected by the mix of license types executed in any given period. We license software using three different license types: subscription, term and perpetual. Product revenue associated with term and perpetual licenses is generally recognized at the beginning of the license period, whereas product revenue associated with subscription licenses is recognized over multiple periods during the term of the license. Revenue may also be deferred under term and perpetual licenses until payments become due and payable from customers with nonlinear payment terms or as cash is collected from customers with lower credit ratings. In addition, revenue is impacted by the timing of license renewals, the extent to which contracts contain flexible payment terms, changes in existing contractual arrangements with customers and the mix of license types (i.e., perpetual, term or subscription) for existing customers, which changes could have the effect of accelerating or delaying the recognition of revenue from the timing of recognition under the original contract.
 
We plan operating expense levels primarily based on forecasted revenue levels. These expenses and the impact of long-term commitments are relatively fixed in the short term. A shortfall in revenue could lead to operating results below expectations because we may not be able to quickly reduce these fixed expenses in response to these short-term business changes.
 
The majority of our contracts are executed in the final two weeks of a fiscal quarter. This makes it difficult to determine with accuracy how much business will be executed in each fiscal quarter. Due to the volume or complexity of transactions that we review at the very end of the quarter, or due to operational matters regarding particular agreements, we may not finish processing or ship products under some contracts that have been signed during that fiscal quarter, which means that the associated revenue cannot be recognized in that particular period.
 
You should not view our historical results of operations as reliable indicators of our future performance. If revenue, operating results or our business outlook for future periods fall short of the levels expected by public market analysts or investors, the trading price of our common stock could decline.
 
Our future revenue is dependent in part upon our installed customer base continuing to license or buy additional products, renew maintenance agreements and purchase additional services.
 
Our installed customer base has traditionally generated additional new license, service and maintenance revenues. In future periods, customers may not necessarily license or buy additional products or contract for additional services or maintenance. Maintenance is generally renewable annually at a customer’s option, and there are no mandatory payment obligations or obligations to license additional software. If our customers decide not to renew their maintenance agreements or license additional products or contract for additional services, or if they reduce the scope of the maintenance agreements, our revenue could decrease, which could have an adverse effect on our results of operations. Our customers, which include the largest semiconductor companies in the world, often have significant bargaining power in negotiations with us. Mergers of our customers can reduce the total level of purchases of our software and services, and in some cases, increase customers’ bargaining power in negotiations with their suppliers, including us.


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We may not receive significant revenue from our current research and development efforts for several years, if at all.
 
Internally developing software products, integrating acquired software products and integrating intellectual property into existing platforms is expensive, and these investments often require a long time to generate returns. Our strategy involves significant investments in software research and development and related product opportunities. We believe that we must continue to dedicate a significant amount of resources to our research and development efforts to maintain our competitive position. However, we cannot predict that we will receive significant, if any, revenue from these investments.
 
Our failure to attract, train, motivate and retain key employees may make us less competitive in our industries and therefore harm our results of operations.
 
Our business depends on the efforts and abilities of our employees. The high cost of training new employees, not fully utilizing these employees, or losing trained employees to competing employers could reduce our gross margins and harm our business or operating results. Competition for highly skilled employees can be intense, particularly in geographic areas recognized as high technology centers such as the Silicon Valley area, where our principal offices are located, and the other locations where we maintain facilities. To attract, retain and motivate individuals with the requisite expertise, we may be required to grant large numbers of stock options or other stock-based incentive awards, which may be dilutive to existing stockholders and increase compensation expense. We may also be required to pay key employees significant base salaries and cash bonuses, which could harm our operating results.
 
In addition, the NASDAQ Marketplace Rules require stockholder approval for new equity compensation plans and significant amendments to existing plans, including increases in shares available for issuance under such plans, and prohibit NASDAQ member organizations from giving a proxy to vote on equity compensation plans unless the beneficial owner of the shares has given voting instructions. These regulations could make it more difficult for us to grant equity compensation to employees in the future. To the extent that these regulations make it more difficult or expensive to grant equity compensation to employees, we may incur increased compensation costs or find it difficult to attract, retain and motivate employees, which could materially and adversely affect our business.
 
We have acquired and expect to acquire other companies and businesses and may not realize the expected benefits of these acquisitions.
 
We have acquired and expect to acquire other companies and businesses in the future. While we expect to carefully analyze each potential acquisition before committing to the transaction, we may not be able to integrate and manage acquired products and businesses effectively. In addition, acquisitions involve a number of risks. If any of the following events occurs after we acquire another business, it could seriously harm our business, operating results or financial condition:
 
  •      Difficulties in combining previously separate businesses into a single unit;
  •      The substantial diversion of management’s attention from day-to-day business when evaluating and negotiating these transactions and integrating an acquired business;
  •      The discovery, after completion of the acquisition, of liabilities assumed from the acquired business or of assets acquired for which we cannot realize the anticipated value;
  •      The failure to realize anticipated benefits such as cost savings and revenue enhancements;
  •      The failure to retain key employees of the acquired business;
  •      Difficulties related to integrating the products of an acquired business in, for example, distribution, engineering and customer support areas;
  •      Unanticipated costs;
  •      Customer dissatisfaction with existing license agreements with us which may dissuade them from licensing or buying products acquired by us after the effective date of the license; and
  •      The failure to understand and compete effectively in markets in which we have limited experience.
 
In a number of our previously completed acquisitions, we have agreed to make future payments, either in the form of employee bonuses or contingent purchase price payments, or earnouts, based on the performance of the acquired businesses or the employees who joined us with the acquired businesses. The performance goals pursuant to


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which these future payments may be made generally relate to achievement by the acquired business or the employees who joined us with the acquired business of certain specified bookings, revenue, product proliferation, product development or employee retention goals during a specified period following completion of the applicable acquisition. Future acquisitions may involve issuances of stock as full or partial payment of the purchase price for the acquired business, grants of incentive stock or options to employees of the acquired businesses (which may be dilutive to existing stockholders), expenditure of substantial cash resources or the incurrence of material amounts of debt.
 
The specific performance goal levels and amounts and timing of employee bonuses or contingent purchase price payments vary with each acquisition. In connection with our acquisitions completed prior to March 29, 2008, we may be obligated to pay up to an aggregate of $62.4 million in cash during the next 50 months if certain performance goals related to one or more of the criteria mentioned above are achieved in full. Of this amount, up to $51.4 million would be expensed as compensation expense in our Condensed Consolidated Statements of Operations and up to $11.0 million would be added to the purchase price of the acquisitions and will be recorded in Goodwill in our Condensed Balance Sheets.
 
The competition in our industries is substantial and we may not be able to continue to successfully compete in our industries.
 
The EDA market and the commercial electronics design and methodology services industries are highly competitive. If we fail to compete successfully in these industries, it could seriously harm our business, operating results or financial condition. To compete in these industries, we must identify and develop or acquire innovative and cost-competitive EDA products, integrate them into platforms and market them in a timely manner. We must also gain industry acceptance for our design and methodology services and offer better strategic concepts, technical solutions, prices and response time, or a combination of these factors, than those of other design companies and the internal design departments of electronics manufacturers. We cannot assure you that we will be able to compete successfully in these industries. Factors that could affect our ability to succeed include:
 
  •      The development by others of competitive EDA products or platforms and design and methodology services, which could result in a shift of customer preferences away from our products and services and significantly decrease revenue;
  •      Decisions by electronics manufacturers to perform design and methodology services internally, rather than purchase these services from outside vendors due to budget constraints or excess engineering capacity;
  •      The challenges of developing (or acquiring externally-developed) technology solutions that are adequate and competitive in meeting the requirements of next-generation design challenges;
  •      The significant number of current and potential competitors in the EDA industry and the low cost of entry;
  •      Intense competition to attract acquisition targets, which may make it more difficult for us to acquire companies or technologies at an acceptable price or at all; and
  •      The combination of or collaboration among many EDA companies to deliver more comprehensive offerings than they could individually.
 
We compete in the EDA products market with Synopsys, Inc., Mentor Graphics Corporation and Magma Design Automation, Inc. We also compete with numerous smaller EDA companies, with manufacturers of electronic devices that have developed or have the capability to develop their own EDA products, and with numerous electronics design and consulting companies. Manufacturers of electronic devices may be reluctant to purchase design and methodology services from independent vendors such as us because they wish to promote their own internal design departments.
 
We may need to change our pricing models to compete successfully.
 
The highly competitive markets in which we compete can put pressure on us to reduce the prices of our products. If our competitors offer deep discounts on certain products in an effort to recapture or gain market segment share or to sell other software or hardware products, we may then need to lower our prices or offer other favorable terms to compete successfully. Any such changes would be likely to reduce our profit margins and could adversely affect our operating results. Any substantial changes to our prices and pricing policies could cause sales and software license revenues to decline or be delayed as our sales force implements and our customers adjust to the


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new pricing policies. Some of our competitors may bundle products for promotional purposes or as a long-term pricing strategy or provide guarantees of prices and product implementations. These practices could, over time, significantly constrain the prices that we can charge for our products. If we cannot offset price reductions with a corresponding increase in the number of sales or with lower spending, then the reduced license revenues resulting from lower prices could have an adverse effect on our results of operations.
 
We rely on our proprietary technology as well as software and other intellectual property rights licensed to us by third parties, and we cannot assure you that the precautions taken to protect our rights will be adequate or that we will continue to be able to adequately secure such intellectual property rights from third parties.
 
Our success depends, in part, upon our proprietary technology. We generally rely on patents, copyrights, trademarks, trade secret laws, licenses and restrictive agreements to establish and protect our proprietary rights in technology and products. Despite precautions we may take to protect our intellectual property, third parties have tried in the past, and may try in the future, to challenge, invalidate or circumvent these safeguards. The rights granted under our patents or attendant to our other intellectual property may not provide us with any competitive advantages and there is no guarantee that patents will be issued on any of our pending applications and future patents may not be sufficiently broad to protect our technology. Furthermore, the laws of foreign countries may not protect our proprietary rights in those countries to the same extent as applicable law protects these rights in the United States. Many of our products include software or other intellectual property licensed from third parties. We may have to seek new or renew existing licenses for such software and other intellectual property in the future. Our design and methodology services business holds licenses to certain software and other intellectual property owned by third parties, including that of our competitors. Our failure to obtain, for our use, software or other intellectual property licenses or other intellectual property rights on favorable terms, or the need to engage in litigation over these licenses or rights, could seriously harm our business, operating results or financial condition.
 
We could lose key technology or suffer serious harm to our business because of the infringement of our intellectual property rights by third parties or because of our infringement of the intellectual property rights of third parties.
 
There are numerous patents in the EDA industry and new patents are being issued at a rapid rate. It is not always practicable to determine in advance whether a product or any of its components infringes the patent rights of others. As a result, from time to time, we may be compelled to respond to or prosecute intellectual property infringement claims to protect our rights or defend a customer’s rights.
 
Intellectual property infringement claims, regardless of merit, could consume valuable management time, result in costly litigation, or cause product shipment delays, all of which could seriously harm our business, operating results or financial condition. In settling these claims, we may be required to enter into royalty or licensing agreements with the third parties claiming infringement. These royalty or licensing agreements, if available, may not have terms favorable to us. Being compelled to enter into a license agreement with unfavorable terms could seriously harm our business, operating results or financial condition. Any potential intellectual property litigation could compel us to do one or more of the following:
 
  •      Pay damages (including the potential for treble damages), license fees or royalties (including royalties for past periods) to the party claiming infringement;
  •      Stop licensing products or providing services that use the challenged intellectual property;
  •      Obtain a license from the owner of the infringed intellectual property to sell or use the relevant technology, which license may not be available on reasonable terms, or at all; or
  •      Redesign the challenged technology, which could be time-consuming and costly, or not be accomplished.
 
If we were compelled to take any of these actions, our business or results of operations may suffer.
 
If our security measures are breached and an unauthorized party obtains access to customer data, our information systems may be perceived as being unsecure and customers may curtail or stop their use of our products and services.
 
Our products and services involve the storage and transmission of customers’ proprietary information, and breaches of our security measures could expose us to a risk of loss or misuse of this information, litigation and


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potential liability. Because techniques used to obtain unauthorized access or to sabotage information systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventive measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed and we could lose existing customers and our ability to obtain new customers.
 
We may not be able to effectively implement our restructuring activities, and our restructuring activities may not result in the expected benefits, which would negatively impact our future results of operations.
 
The EDA market and the commercial electronics design and methodology services industries are highly competitive and change quickly. We have responded to increased competition and changes in the industries in which we compete, in part, by restructuring our operations and at times reducing the size of our workforce. Despite our restructuring efforts in prior years, we may not achieve all of the operating expense reductions and improvements in operating margins and cash flows anticipated from those restructuring activities in the periods contemplated. Our inability to realize these benefits may result in an inefficient business structure that could negatively impact our results of operations.
 
We have reduced the workforce in certain revenue-generating portions of our business. These reductions in staffing levels could require us to forego certain future opportunities due to resource limitations, which could negatively affect our long-term revenues. We may need to implement further restructuring activities or reductions in our workforce based on changes in the markets and industries in which we compete and there is no assurance that any such restructuring efforts will be successful.
 
The long sales cycle of our products and services makes the timing of our revenue difficult to predict and may cause our operating results to fluctuate unexpectedly.
 
Generally, we have a long sales cycle that can extend up to six months or longer. The length of the sales cycle may cause our revenue or operating results to vary from quarter to quarter. The complexity and expense associated with our business generally require a lengthy customer education, evaluation and approval process. Consequently, we may incur substantial expenses and devote significant management effort and expense to develop potential relationships that do not result in agreements or revenue and may prevent us from pursuing other opportunities.
 
In addition, sales of our products and services may be delayed if customers delay approval or commencement of projects because of:
 
  •      The timing of customers’ competitive evaluation processes; or
  •      Customers’ budgetary constraints and budget cycles.
 
Long sales cycles for acceleration and emulation hardware products subject us to a number of significant risks over which we have limited control, including insufficient, excess or obsolete inventory, variations in inventory valuation and fluctuations in quarterly operating results.
 
The majority of our contracts are executed in the final two weeks of a fiscal quarter. This makes it difficult to determine with accuracy how much business will be executed in each fiscal quarter. Also, because of the timing of large orders and our customers’ buying patterns, we may not learn of bookings shortfalls, revenue shortfalls, earnings shortfalls or other failures to meet market expectations until late in a fiscal quarter. These factors may cause our operating results to fluctuate unexpectedly, which can cause significant fluctuations in the trading price of our common stock.
 
We may not be able to sell certain installment contracts to generate cash, which may impact our operating cash flows for any particular fiscal period.
 
We sell certain installment contracts to certain financing institutions on a non-recourse or limited-recourse basis to generate cash. Our ability to complete these sales of installment contracts is affected by a number of factors, including the:
 
  •      Economic conditions in the securities markets;
  •      Credit policies of the financing institutions; and
  •      Credit quality of customers whose installment contracts we wish to sell.


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If we are unable to sell certain installment contracts, our operating cash flows would be adversely affected. There can be no assurance that funding will be available to us or, if available, that it will be on terms acceptable to us. If sources of funding are not available to us on a regular basis for any reason, including the occurrence of events of default, deterioration in credit quality in the underlying pool of receivables or otherwise, it would have a material adverse effect on our operating cash flows.
 
The effect of foreign exchange rate fluctuations and other risks to our international operations may seriously harm our financial condition.
 
We have significant operations outside the United States. Our revenue from international operations as a percentage of total revenue was approximately 59% for the three months ended March 29, 2008 and 54% for the three months ended March 31, 2007. We expect that revenue from our international operations will continue to account for a significant portion of our total revenue. We also transact business in various foreign currencies, primarily the Japanese yen. The volatility of foreign currencies in certain regions, most notably the Japanese yen, European Union euro, British pound and Indian rupee have had, and may in the future have, a harmful effect on our revenue or operating results.
 
Fluctuations in the rate of exchange between the United States dollar and the currencies of other countries in which we conduct business could seriously harm our business, operating results or financial condition. For example, when a foreign currency declines in value relative to the United States dollar, it takes more of the foreign currency to purchase the same amount of United States dollars than before the change. If we price our products and services in the foreign currency, we receive fewer United States dollars than we did before the change. If we price our products and services in United States dollars, the decrease in value of the local currency results in an increase in the price for our products and services compared to those products of our competitors that are priced in local currency. This could result in our prices being uncompetitive in markets where business is transacted in the local currency. On the other hand, when a foreign currency increases in value relative to the United States dollar, it takes more United States dollars to purchase the same amount of the foreign currency. As we use the foreign currency to pay for payroll costs and other operating expenses in our international operations, this results in an increase in operating expenses.
 
Exposure to foreign currency transaction risk can arise when transactions are conducted in a currency different from the functional currency of one of our subsidiaries. A subsidiary’s functional currency is generally the currency in which it primarily conducts its operations, including product pricing, expenses and borrowings. Although we attempt to reduce the impact of foreign currency fluctuations, significant exchange rate movements may hurt our results of operations as expressed in United States dollars.
 
Our international operations may also be subject to other risks, including:
 
  •      The adoption or expansion of government trade restrictions;
  •      Limitations on repatriation of earnings;
  •      Limitations on the conversion of foreign currencies;
  •      Reduced protection of intellectual property rights in some countries;
  •      Recessions in foreign 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;
  •      Tariffs and other trade barriers; and
  •      United States and other governments’ licensing requirements for exports, which may lengthen the sales cycle or restrict or prohibit the sale or licensing of certain products.
 
We have offices throughout the world, including key research and development facilities outside of the United States. Our operations are dependent upon the connectivity of our operations throughout the world. Activities that interfere with our international connectivity, such as computer hacking or the introduction of a virus into our computer systems, could significantly interfere with our business operations.


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Our operating results could be adversely affected as a result of changes in our effective tax rates.
 
Our future effective tax rates could be adversely affected by the following:
 
  •      Earnings being lower than anticipated in countries where we are taxed at lower rates as compared to the United States federal and state statutory tax rates;
  •      An increase in expenses not deductible for tax purposes, including certain stock-based compensation, write-offs of acquired in-process technology and impairment of goodwill;
  •      Changes in the valuation of our deferred tax assets;
  •      Changes in tax laws or the interpretation of such tax laws;
  •      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 expenses classified in the financial statements as income taxes;
  •      New accounting standards or interpretations of such standards;
  •      A change in our decision to indefinitely reinvest foreign earnings outside the United States; or
  •      Results of tax examinations by the IRS and state and foreign tax authorities.
 
Any significant change in our future effective tax rates could adversely impact our results of operations for future periods.
 
We have received an examination report from the IRS proposing deficiencies in certain of our tax returns, and the outcome of current and future tax examinations may have a material adverse effect on our results of operations and cash flows.
 
The IRS and other tax authorities regularly examine our income tax returns. In July 2006, the IRS completed its field examination of our federal income tax returns for the tax years 2000 through 2002 and issued an RAR in which the IRS proposed to assess an aggregate tax deficiency for the three-year period of approximately $324.0 million. In November 2006, the IRS revised the proposed aggregate tax deficiency for the three-year period to be approximately $318.0 million. The IRS is contesting our qualification for deferred recognition of certain proceeds received from restitution and settlement in connection with litigation during the period. The proposed tax deficiency for this item is approximately $152.0 million. The remaining proposed tax deficiency of approximately $166.0 million is primarily related to proposed adjustments to our transfer pricing arrangements with foreign subsidiaries and to our deductions for foreign trade income. The IRS may make similar claims against our transfer pricing arrangements and deductions for foreign trade income in future examinations. We have filed a timely protest with the IRS and will seek resolution of the issues through the Appeals Office.
 
We believe that the proposed IRS adjustments are inconsistent with applicable tax laws and we are vigorously challenging these proposed adjustments. The RAR is not a final Statutory Notice of Deficiency but the IRS imposes interest on the proposed deficiencies until the matters are resolved. Interest is compounded daily at rates published and adjusted quarterly by the IRS and have been between 4% and 10% since 2001. The IRS is currently examining our federal income tax returns for the tax years 2003 through 2005.
 
Significant judgment is required in applying the principles of FIN No. 48 and SFAS No. 109. The calculation of our provision for income taxes involves dealing with uncertainties in the application of complex tax laws and regulations. In determining the adequacy of our provision for income taxes, we regularly assess the potential settlement outcomes resulting from income tax examinations. However, the final outcome of tax examinations, including the total amount payable or the timing of any such payments upon resolution of these issues, cannot be estimated with certainty. In addition, we cannot be certain that such amount will not be materially different than that which is reflected in our historical income tax provisions and accruals. Should the IRS or other tax authorities assess additional taxes as a result of a current or a future examination, we may be required to record charges to operations in future periods that could have a material impact on the results of operations, financial position or cash flows in the applicable period or periods.


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Forecasting our estimated annual effective tax rate is complex and subject to uncertainty, and material differences between forecasted and actual tax rates could have a material impact on our results of operations.
 
Forecasts of our income tax position and resultant effective tax rate are complex and subject to uncertainty because our income tax position for each year combines the effects of a mix of profits and losses earned by us and our subsidiaries in tax jurisdictions with a broad range of income tax rates, as well as benefits from available deferred tax assets, the impact of various accounting rules and changes to these rules and results of tax audits. To forecast our global tax rate, pre-tax profits and losses by jurisdiction are estimated and tax expense by jurisdiction is calculated. If the mix of profits and losses, our ability to use tax credits, or effective tax rates by jurisdiction is different than those estimates, our actual tax rate could be materially different than forecasted, which could have a material impact on our results of operations.
 
Failure to obtain export licenses could harm our business by rendering us unable to ship products and transfer our technology outside of the United States.
 
We must comply with regulations of the United States and of certain other countries in shipping our software products and transferring our technology outside the United States and to foreign nationals. Although we have not had any significant difficulty complying with such regulations so far, any significant future difficulty in complying could harm our business, operating results or financial condition.
 
Errors or defects in our products and services could expose us to liability and harm our reputation.
 
Our customers use our products and services in designing and developing products that involve a high degree of technological complexity, each of which has its own specifications. Because of the complexity of the systems and products with which we work, some of our products and designs can be adequately tested only when put to full use in the marketplace. As a result, our customers or their end users may discover errors or defects in our software or the systems we design, or the products or systems incorporating our design and intellectual property may not operate as expected. Errors or defects could result in:
 
  •      Loss of customers;
  •      Loss of market segment share;
  •      Failure to attract new customers or achieve market acceptance;
  •      Diversion of development resources to resolve the problem;
  •      Loss of or delay in revenue;
  •      Increased service costs; and
  •      Liability for damages.
 
If we become subject to unfair hiring claims, we could be prevented from hiring needed employees, incur liability for damages and incur substantial costs in defending ourselves.
 
Companies in our industry whose employees accept positions with competitors frequently claim that these competitors have engaged in unfair hiring practices or that the employment of these persons would involve the disclosure or use of trade secrets. These claims could prevent us from hiring employees or cause us to incur liability for damages. We could also incur substantial costs in defending ourselves or our employees against these claims, regardless of their merits. Defending ourselves from these claims could also divert the attention of our management away from our operations.
 
Our business is subject to the risk of earthquakes.
 
Our corporate headquarters, including certain of our research and development operations and certain of our distribution facilities, is located in the Silicon Valley area of Northern California, which is a region known to experience seismic activity. If significant seismic activity were to occur, our operations may be interrupted, which would adversely impact our business and results of operations.


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We maintain research and development and other facilities in parts of the world that are not as politically stable as the United States, and as a result we may face a higher risk of business interruption from acts of war or terrorism than businesses located only or primarily in the United States.
 
We maintain international research and development and other facilities, some of which are in parts of the world that are not as politically stable as the United States. Consequently, we may face a greater risk of business interruption as a result of terrorist acts or military conflicts than businesses located domestically. Furthermore, this potential harm is exacerbated given that damage to or disruptions at our international research and development facilities could have an adverse effect on our ability to develop new or improve existing products as compared to other businesses which may only have sales offices or other less critical operations abroad. We are not insured for losses or interruptions caused by acts of war or terrorism.
 
Risks Related to Our Securities and Indebtedness
 
Our debt obligations expose us to risks that could adversely affect our business, operating results or financial condition, and could prevent us from fulfilling our obligations under such indebtedness.
 
We have a substantial level of debt. As of March 29, 2008, we had $730.4 million of outstanding indebtedness as follows:
 
  •      $250.0 million related to our 1.375% Convertible Senior Notes Due 2011, or the 2011 Notes;
  •      $250.0 million related to our 1.500% Convertible Senior Notes Due 2013, or the 2013 Notes and, together with the 2011 Notes, the Convertible Senior Notes; and
  •      $230.4 million related to our Zero Coupon Zero Yield Senior Convertible Notes Due 2023, or the 2023 Notes.
 
The level of our indebtedness, among other things, could:
 
  •      Make it difficult for us to satisfy our payment obligations on our debt as described below;
  •      Make us more vulnerable in the event of a downturn in our business;
  •      Reduce funds available for use in our operations;
  •      Make it difficult for us to incur additional debt or obtain any necessary financing in the future for working capital, capital expenditures, debt service, acquisitions or general corporate purposes;
  •      Limit our flexibility in planning for or reacting to changes in our business;
  •      Make us more vulnerable in the event of an increase in interest rates if we must incur new debt to satisfy our obligations under the Convertible Senior Notes or the 2023 Notes; or
  •      Place us at a possible competitive disadvantage relative to less leveraged competitors and competitors that have greater access to capital resources.
 
If we experience a decline in revenue due to any of the factors described in this section entitled “Risk Factors,” or otherwise, we could have difficulty paying amounts due on our indebtedness. In the case of the 2023 Notes, although they mature in 2023, the holders of the 2023 Notes may require us to repurchase for cash all or any portion of the 2023 Notes on August 15, 2008 for 100.25% of the principal amount, August 15, 2013 for 100.00% of the principal amount and August 15, 2018 for 100.00% of the principal amount. As a result, although the 2023 Notes mature in 2023, the holders may require us to repurchase the 2023 Notes at an additional premium in 2008, which makes it probable that we will be required to repurchase the 2023 Notes in 2008 if they have not first been repurchased by us or are not otherwise converted.
 
If we are prohibited from paying our outstanding indebtedness, we could try to obtain the consent of the lenders under those arrangements to make such payment, or we could attempt to refinance the borrowings that contain the restrictions. If we do not obtain the necessary consents or refinance the borrowings, we may be unable to satisfy our outstanding indebtedness. Any such failure would constitute an event of default under our indebtedness, which could, in turn, constitute a default under the terms of any other indebtedness then outstanding.
 
If we are unable to generate sufficient cash flow or otherwise obtain funds necessary to make required payments, or if we fail to comply with the various requirements of our indebtedness, we would be in default, which would permit the holders of our indebtedness to accelerate the maturity of the indebtedness and could cause defaults


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under our other indebtedness as well. Any default under our indebtedness could have a material adverse effect on our business, operating results and financial condition. In addition, a material default on our indebtedness could suspend our eligibility to register securities using certain registration statement forms under SEC guidelines that permit incorporation by reference of substantial information regarding us, which could potentially hinder our ability to raise capital through the issuance of our securities and will increase the costs of such registration to us.
 
In August 2007, the FASB issued Proposed FASB Staff Position, or FSP, APB14-a, “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement),” which, if issued in its present form, would require us to recognize additional non-cash interest expense related to our Convertible Senior Notes in our Condensed Consolidated Statements of Operations. If adopted in its present form, FSP APB 14-a will have an adverse effect on our operating results and financial condition, particularly with respect to interest expense ratios commonly referred to by lenders, and could potentially hinder our ability to raise capital through the issuance of debt or equity securities.
 
Conversion of the 2023 Notes or the Convertible Senior Notes will dilute the ownership interests of existing stockholders.
 
The terms of the 2023 Notes and the Convertible Senior Notes permit the holders to convert the 2023 Notes and the Convertible Senior Notes into shares of our common stock. The 2023 Notes are convertible into our common stock initially at a conversion price of $15.65 per share, which would result in an aggregate of approximately 14.7 million shares of our common stock being issued upon conversion, subject to adjustment upon the occurrence of specified events. The terms of the Convertible Senior Notes stipulate a net share settlement, which upon conversion of the Convertible Senior Notes requires us to pay the principal amount in cash and the conversion premium, if any, in shares of our common stock based on a daily settlement amount, calculated on a proportionate basis for each day of the relevant 20 trading-day observation period. The initial conversion rate for the Convertible Senior Notes is 47.2813 shares of our common stock per $1,000 principal amount of Convertible Senior Notes, equivalent to a conversion price of approximately $21.15 per share of our common stock. The conversion price is subject to adjustment in some events but will not be adjusted for accrued interest, except in limited circumstances. The conversion of some or all of the 2023 Notes or the Convertible Senior Notes will dilute the ownership interest of our existing stockholders. Any sales in the public market of the common stock issuable upon conversion could adversely affect prevailing market prices of our common stock.
 
Prior to conversion of the 2023 Notes, if the trading price of our common stock exceeds $22.69 per share over specified periods, basic net income per share will be diluted. We may redeem for cash all or any part of the 2023 Notes on or after August 15, 2008 for 100.00% of the principal amount. The holders of the 2023 Notes may require us to repurchase for cash all or any portion of their 2023 Notes on August 15, 2008 for 100.25% of the principal amount, on August 15, 2013 for 100.00% of the principal amount, or on August 15, 2018 for 100.00% of the principal amount, by providing to the paying agent a written repurchase notice. The repurchase notice must be delivered during the period commencing 30 business days prior to the relevant repurchase date and ending on the close of business on the business day prior to the relevant repurchase date. We may redeem for cash all or any part of the 2023 Notes on or after August 15, 2008 for 100.00% of the principal amount, except for those 2023 Notes that holders have required us to repurchase on August 15, 2008 or on other repurchase dates, as described above.
 
Each $1,000 of principal of the 2023 Notes is initially convertible into 63.879 shares of our common stock, subject to adjustment upon the occurrence of specified events. Holders of the 2023 Notes may convert their 2023 Notes prior to maturity only if:
 
  •      The price of our common stock reaches $22.69 during certain periods of time specified in the 2023 Notes;
  •      Specified corporate transactions occur;
  •      The 2023 Notes have been called for redemption; or
  •      The trading price of the 2023 Notes falls below a certain threshold.
 
As a result, although the 2023 Notes mature in 2023, the holders may require us to repurchase their notes at an additional premium in 2008, which makes it probable that we will be required to repurchase the 2023 Notes in 2008


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if they have not first been repurchased by us or are not otherwise converted. As of March 29, 2008, none of the conditions allowing holders of the 2023 Notes to convert had been met.
 
Each $1,000 of principal of the Convertible Senior Notes is initially convertible into 47.2813 shares of our common stock, subject to adjustment upon the occurrence of specified events. Holders of the Convertible Senior Notes may convert their notes at their option on any day prior to the close of business on the scheduled trading day immediately preceding December 15, 2011 in the case of the 2011 Notes and December 15, 2013 in the case of the 2013 Notes, in each case only if:
 
  •      The price of our common stock reaches $27.50 during certain periods of time specified in the Convertible Senior Notes;
  •      Specified corporate transactions occur; or
  •      The trading price of the Convertible Senior Notes falls below a certain threshold.
 
On and after November 2, 2011, in the case of the 2011 Notes, and November 1, 2013, in the case of 2013 Notes, until the close of business on the scheduled trading day immediately preceding the maturity date of such Convertible Senior Notes, holders may convert their Convertible Senior Notes at any time, regardless of the foregoing circumstances. As of March 29, 2008, none of the conditions allowing holders of the Convertible Senior Notes to convert had been met.
 
Although the conversion price of the 2023 Notes is currently $15.65 per share, the hedge and warrant transactions that we entered into in connection with the issuance of the 2023 Notes effectively increased the conversion price of the 2023 Notes until various dates in 2008 to approximately $23.08 per share, which would result in an aggregate issuance upon conversion prior to August 15, 2008 of approximately 10.2 million shares of our common stock. We entered into hedge and warrant transactions to reduce the potential dilution from the conversion of the 2023 Notes. However, we cannot guarantee that such hedge and warrant instruments will fully mitigate the dilution. In addition, the existence of the 2023 Notes may encourage short selling by market participants because the conversion of the 2023 Notes could depress the price of our common stock.
 
Although the conversion price of the Convertible Senior Notes is currently $21.15 per share, we entered into hedge and separate warrant transactions to reduce the potential dilution from the conversion of the Convertible Senior Notes. However, we cannot guarantee that such hedges and warrant instruments will fully mitigate the dilution. In addition, the existence of the Convertible Senior Notes may encourage short selling by market participants because the conversion of the Convertible Senior Notes could depress the price of our common stock.
 
At the option of the 2023 Noteholders and the Convertible Senior Noteholders under certain circumstances, we may be required to repurchase the 2023 Notes and the Convertible Senior Notes, as the case may be, in cash or shares of our common stock.
 
Under the terms of the 2023 Notes and the Convertible Senior Notes, we may be required to repurchase the 2023 Notes and the Convertible Senior Notes following a “fundamental change” in our corporate ownership or structure, such as a change of control in which substantially all of the consideration does not consist of publicly traded securities, prior to maturity of the 2023 Notes and the Convertible Senior Notes, as the case may be. Following a fundamental change, in certain circumstances, we may choose to pay the repurchase price of the 2023 Notes in cash, shares of our common stock or a combination of cash and shares of our common stock. If we choose to pay all or any part of the repurchase price of the 2023 Notes in shares of our common stock, this would result in dilution to the holders of our common stock. The repurchase price for the Convertible Senior Notes in the event of a fundamental change must be paid solely in cash. These repayment obligations may have the effect of discouraging, delaying or preventing a takeover of our company that may otherwise be beneficial to investors.
 
Hedge and warrant transactions entered into in connection with the issuance of the Convertible Senior Notes and the 2023 Notes may affect the value of our common stock.
 
We entered into hedge transactions with various financial institutions, at the time of issuance of the Convertible Senior Notes and the 2023 Notes, with the objective of reducing the potential dilutive effect of issuing our common stock upon conversion of the Convertible Senior Notes and the 2023 Notes. We also entered into separate warrant transactions with the same financial institutions. In connection with our hedge and warrant transactions, these


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financial institutions purchased our common stock in secondary market transactions and entered into various over-the-counter derivative transactions with respect to our common stock. These entities or their affiliates are likely to modify their hedge positions from time to time prior to conversion or maturity of the Convertible Senior Notes and the 2023 Notes by purchasing and selling shares of our common stock, other of our securities or other instruments they may wish to use in connection with such hedging. Any of these transactions and activities could adversely affect the value of our common stock and, as a result, the number of shares and the value of the common stock holders will receive upon conversion of the Convertible Senior Notes and the 2023 Notes. In addition, subject to movement in the price of our common stock, if the hedge transactions settle in our favor, we could be exposed to credit risk related to the other party with respect to the payment we are owed from such other party.
 
Rating agencies may provide unsolicited ratings on the Convertible Senior Notes that could reduce the market value or liquidity of our common stock.
 
We have not requested a rating of the Convertible Senior Notes from any rating agency and we do not anticipate that the Convertible Senior Notes will be rated. However, if one or more rating agencies independently elects to rate the Convertible Senior Notes and assigns the Convertible Senior Notes a rating lower than the rating expected by investors, or reduces such rating in the future, the market price or liquidity of the Convertible Senior Notes and our common stock could be harmed. Should a decline in the market price of the Convertible Senior Notes result, as compared to the price of our common stock, this may trigger the right of the holders of the Convertible Senior Notes to convert the Convertible Senior Notes into cash and shares of our common stock.
 
Anti-takeover defenses in our certificate of incorporation and bylaws and certain provisions under Delaware law could prevent an acquisition of our company or limit the price that investors might be willing to pay for our common stock.
 
Our certificate of incorporation and bylaws and certain provisions of the Delaware General Corporation Law that apply to us could make it difficult for another company to acquire control of our company. For example:
 
  •      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.
 
All or any one of these factors could limit the price that certain investors would be willing to pay for shares of our common stock and could delay, prevent or allow our Board of Directors to resist an acquisition of our company, even if a proposed transaction were favored by a majority of our independent stockholders.


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Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds
 
In December 2006, our Board of Directors authorized a program to repurchase shares of our common stock in the open market with a value of up to $500.0 million in the aggregate that was completed during the three months ended March 29, 2008. In February 2008, our Board of Directors authorized a new program to repurchase shares of our common stock in the open market with a value of up to $500.0 million in the aggregate. The following table sets forth the repurchases we made during the three months ended March 29, 2008:
 
                             
                    Maximum Dollar
 
                    Value of Shares that
 
                Total Number of
  May Yet
 
    Total
          Shares Purchased
  Be Purchased Under
 
    Number of
    Average
    as Part of
  Publicly Announced
 
    Shares
    Price
    Publicly Announced
  Plan or Program*
 
Period   Purchased*     Per Share     Plan or Program   (In millions)  
 
December 30, 2007 –
February 2, 2008
    13,042     $ 12.08     ----   $ 128.3  
February 3, 2008 –
March 1, 2008
    11,139,240     $ 10.91     11,000,000   $ 508.4  
March 2, 2008 –
March 29, 2008
    8,826,059     $ 10.97     8,774,400   $ 412.1  
                             
Total
    19,978,341     $ 10.93     19,774,400        
                             
 
Shares purchased that were not part of our publicly announced repurchase program represent the surrender of shares of restricted stock to pay income taxes due upon vesting, and do not reduce the dollar value that may yet be purchased under our publicly announced repurchase program.
 
Item 3.   Defaults Upon Senior Securities
 
None.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
None.
 
Item 5.   Other Information
 
None.


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Item 6.   Exhibits
 
(a) The following exhibits are filed herewith:
 
                                             
        Incorporated by Reference    
Exhibit
              Exhibit
  Filing
  Provided
Number
 
Exhibit Title
 
Form
 
File No.
 
No.
 
Date
 
Herewith
 
3.01
  Amended and Restated Bylaws, as amended and effective March 5, 2008.     8-K       001-10606       3.1       3/10/2008          
10.01
  Employment Agreement, effective as of April 1, 2008, between the Registrant and R.L. Smith McKeithen.     10-Q       001-10606       10.01       4/25/2008          
10.02
  Chip Estimate Corporation 2003 Stock Option Plan.     S-8       333-149877       99.1       3/24/2008          
31.01
  Certification of the Registrant’s Senior Vice President and Member and Chief of Staff of the Interim Office of the Chief Executive (Person Performing Functions Similar to a Principal Executive Officer of the Registrant), pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.                                     X  
31.02
  Certification of the Registrant’s Principal Financial Officer, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.                                     X  
32.01
  Certification of the Registrant’s Senior Vice President and Member and Chief of Staff of the Interim Office of the Chief Executive (Person Performing Functions Similar to a Principal Executive Officer of the Registrant), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                     X  
32.02
  Certification of the Registrant’s Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                     X  


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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 thereunto duly authorized.
 
CADENCE DESIGN SYSTEMS, INC.
(Registrant)
 
         
DATE: December 11, 2008
  By:   /s/ Charlie Huang
Charlie Huang
Senior Vice President and Member and
Chief of Staff of the Interim Office of the
Chief Executive (Person Performing Functions Similar to a Principal Executive Officer of the Registrant)
         
DATE: December 11, 2008
  By:   /s/ Kevin S. Palatnik
Kevin S. Palatnik
Senior Vice President and Chief Financial Officer


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EXHIBIT INDEX
 
                                             
        Incorporated by Reference        
Exhibit
                  Exhibit
    Filing
    Provided
 
Number  
Exhibit Title
  Form     File No.     No.     Date     Herewith  
 
3.01
  Amended and Restated Bylaws, as amended and effective March 5, 2008.     8-K       001-10606       3.1       3/10/2008          
10.01
  Employment Agreement, effective as of April 1, 2008, between the Registrant and R.L. Smith McKeithen.     10-Q       001-10606       10.01       4/25/2008          
10.02
  Chip Estimate Corporation 2003 Stock Option Plan.     S-8       333-149877       99.1       3/24/2008          
31.01
  Certification of the Registrant’s Senior Vice President and Member and Chief of Staff of the Interim Office of the Chief Executive (Person Performing Functions Similar to a Principal Executive Officer of the Registrant), pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.                                     X  
31.02
  Certification of the Registrant’s Principal Financial Officer, pursuant to Rule 13a-14 of the Securities Exchange Act of 1934.                                     X  
32.01
  Certification of the Registrant’s Senior Vice President and Member and Chief of Staff of the Interim Office of the Chief Executive (Person Performing Functions Similar to a Principal Executive Officer of the Registrant), pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                     X  
32.02
  Certification of the Registrant’s Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                     X