Edgar Filing: CADENCE DESIGN SYSTEMS INC

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Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________________________________

FORM 10-Q

_____________________________________

(Mark One)



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

For the quarterly period ended October 1, 2016



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

For the transition period from to

Commission file number 000-15867

_____________________________________

CADENCE DESIGN SYSTEMS, INC.

(Exact Name of Registrant as Specified in Its Charter)

_____________________________________



Delaware		00-0000000
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

2655 Seely Avenue, Building 5, San Jose, California		95134
(Address of Principal Executive Offices)		(Zip Code)

(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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 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):

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 October 1, 2016, approximately 286,715,000 shares of the registrant’s common stock, $0.01 par value, were outstanding.

CADENCE DESIGN SYSTEMS, INC.

INDEX



		Page
PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets: October 1, 2016 and January 2, 2016	1

	Condensed Consolidated Income Statements: Three and Nine Months Ended October 1, 2016 and October 3, 2015	2

	Condensed Consolidated Statements of Comprehensive Income: Three and Nine Months Ended October 1, 2016 and October 3, 2015	3

	Condensed Consolidated Statements of Cash Flows: Nine Months Ended October 1, 2016 and October 3, 2015	4

	Notes to Condensed Consolidated Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	32

Item 1A.	Risk Factors	32

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

Item 3.	Defaults Upon Senior Securities	47

Item 4.	Mine Safety Disclosures	47

Item 5.	Other Information	47

Item 6.	Exhibits	48

	Signatures	49

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

CADENCE DESIGN SYSTEMS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)



	As of
	October 1, 2016			January 2, 2016
				As Adjusted (Note 1)
ASSETS
Current assets:
Cash and cash equivalents	$	524,333		$	616,686
Short-term investments	8,503			94,498
Receivables, net	152,025			164,848
Inventories	64,476			56,762
Prepaid expenses and other	42,953			31,441
Total current assets	792,290			964,235
Property, plant and equipment, net of accumulated depreciation of $613,314 and $581,345, respectively	240,590			228,599
Goodwill	573,890			551,772
Acquired intangibles, net of accumulated amortization of $253,562 and $216,589, respectively	273,381			296,482
Long-term receivables	14,961			4,498
Other assets	298,975			299,929
Total assets	$	2,194,087		$	2,345,515
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Revolving credit facility	$	50,000		$	—
Accounts payable and accrued liabilities	192,948			238,022
Current portion of deferred revenue	288,373			298,285
Total current liabilities	531,321			536,307
Long-term liabilities:
Long-term portion of deferred revenue	36,338			30,209
Long-term debt	643,277			343,288
Other long-term liabilities	56,355			59,596
Total long-term liabilities	735,970			433,093
Commitments and contingencies (Note 12)
Stockholders’ equity:
Common stock and capital in excess of par value	1,801,125			1,863,086
Treasury stock, at cost	(963,604		)	(400,555		)
Retained earnings (accumulated deficit)	98,425			(73,991		)
Accumulated other comprehensive loss	(9,150		)	(12,425		)
Total stockholders’ equity	926,796			1,376,115
Total liabilities and stockholders’ equity	$	2,194,087		$	2,345,515

See notes to condensed consolidated financial statements.

CADENCE DESIGN SYSTEMS, INC.

CONDENSED CONSOLIDATED INCOME STATEMENTS

(In thousands, except per share amounts)

(Unaudited)



	Three Months Ended						Nine Months Ended
	October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Revenue:
Product and maintenance	$	415,370		$	396,867		$	1,247,077		$	1,165,455
Services	30,850			36,896			100,026			95,557
Total revenue	446,220			433,763			1,347,103			1,261,012
Costs and expenses:
Cost of product and maintenance	38,740			41,206			125,881			114,980
Cost of services	17,867			24,005			54,563			62,571
Marketing and sales	96,793			101,950			297,103			298,880
Research and development	191,547			154,627			553,824			475,597
General and administrative	30,441			28,084			95,129			83,193
Amortization of acquired intangibles	3,889			5,687			14,206			18,037
Restructuring and other charges	101			303			14,613			4,164
Total costs and expenses	379,378			355,862			1,155,319			1,057,422
Income from operations	66,842			77,901			191,784			203,590
Interest expense	(6,053		)	(4,177		)	(17,306		)	(24,111		)
Other income, net	2,836			1,839			10,441			7,967
Income before provision (benefit) for income taxes	63,625			75,563			184,919			187,446
Provision (benefit) for income taxes	(1,087		)	(2,061		)	20,310			15,403
Net income	$	64,712		$	77,624		$	164,609		$	172,043
Net income per share - basic	$	0.23		$	0.27		0.57			0.60
Net income per share - diluted	$	0.23		$	0.25		0.56			0.55
Weighted average common shares outstanding – basic	280,622			284,818			288,476			284,880
Weighted average common shares outstanding – diluted	287,473			313,186			295,369			312,899

See notes to condensed consolidated financial statements.

CADENCE DESIGN SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

(Unaudited)



	Three Months Ended						Nine Months Ended
	October 1, 2016			October 3, 2015			October 1, 2016			October 3, 2015
Net income	$	64,712		$	77,624		$	164,609		$	172,043
Other comprehensive income (loss), net of tax effects:
Foreign currency translation adjustments	951			(6,449		)	2,858			(19,867		)
Changes in unrealized holding gains or losses on available-for-sale securities, net of reclassification adjustment for realized gains and losses	122			1			682			13
Changes in defined benefit plan liabilities	(238		)	240			(265		)	558
Total other comprehensive income (loss), net of tax effects	835			(6,208		)	3,275			(19,296		)
Comprehensive income	$	65,547		$	71,416		$	167,884		$	152,747

See notes to condensed consolidated financial statements.

CADENCE DESIGN SYSTEMS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)



	Nine Months Ended
	October 1, 2016			October 3, 2015
Cash and cash equivalents at beginning of period	$	616,686		$	932,161
Cash flows from operating activities:
Net income	164,609			172,043
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	89,726			88,006
Amortization of debt discount and fees	792			9,185
Stock-based compensation	79,986			67,681
Gain on investments, net	(4,070		)	(1,434		)
Gain on sale of property, plant and equipment	(482		)	—
Deferred income taxes	8,657			1,713
Other non-cash items	1,869			(69		)
Changes in operating assets and liabilities, net of effect of acquired businesses:
Receivables	2,873			(10,100		)
Inventories	(16,339		)	(1,861		)
Prepaid expenses and other	(12,135		)	(12,451		)
Other assets	(3,822		)	300
Accounts payable and accrued liabilities	(46,585		)	(28,154		)
Deferred revenue	(10,823		)	(9,207		)
Other long-term liabilities	(6,239		)	(20,303		)
Net cash provided by operating activities	248,017			255,349
Cash flows from investing activities:
Purchases of available-for-sale securities	(20,525		)	(81,300		)
Proceeds from the sale of available-for-sale securities	55,418			50,806
Proceeds from the maturity of available-for-sale securities	52,362			25,550
Proceeds from the sale of long-term investments	2,913			4,510
Proceeds from the sale of property, plant and equipment	482			—
Purchases of property, plant and equipment	(42,452		)	(34,093		)
Cash paid in business combinations and asset acquisitions, net of cash acquired	(41,627		)	—
Net cash provided by (used for) investing activities	6,571			(34,527		)
Cash flows from financing activities:
Proceeds from term loans	300,000			—
Proceeds from revolving credit facility	50,000			—
Payment of debt issuance costs	(622		)	—
Payment of convertible notes	—			(349,999		)
Payment of convertible notes embedded conversion derivative liability	—			(530,643		)
Proceeds from convertible notes hedges	—			530,643
Excess tax benefits from stock-based compensation	—			16,940
Proceeds from issuance of common stock	50,293			59,448
Stock received for payment of employee taxes on vesting of restricted stock	(35,532		)	(31,795		)
Payments for repurchases of common stock	(720,196		)	(213,135		)
Net cash used for financing activities	(356,057		)	(518,541		)
Effect of exchange rate changes on cash and cash equivalents	9,116			(18,351		)
Decrease in cash and cash equivalents	(92,353		)	(316,070		)
Cash and cash equivalents at end of period	$	524,333		$	616,091

Supplemental cash flow information:
Cash paid for interest	$	11,238		$	12,134
Cash paid for taxes, net	$	27,332		$	23,930

See notes to condensed consolidated financial statements.

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 have been prepared by Cadence Design Systems, Inc., or Cadence, without audit, pursuant to the rules and regulations of the United States Securities and Exchange Commission, or the SEC. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with United States generally accepted accounting principles, or U.S. GAAP, have been condensed or omitted pursuant to such rules and regulations. However, Cadence believes that the disclosures contained in this Quarterly Report on Form 10-Q comply with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, for a Quarterly Report on Form 10-Q 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 January 2, 2016. Certain prior period balances have been reclassified to conform to current period presentation.

The unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q 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 of operations, cash flows and financial position for the periods and dates presented. The results for such periods are not necessarily indicative of the results to be expected for the full fiscal year. Management has evaluated subsequent events through the issuance date of the unaudited condensed consolidated financial statements.

Use of Estimates

Preparation of the condensed consolidated financial statements in conformity with U.S. GAAP 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 revenue and expenses during the reporting period. Actual results could differ from those estimates.

New Accounting Standards

In March 2016, the Financial Accounting Standards Board, or FASB, issued a new accounting standard intended to simplify various aspects related to how stock-based awards are accounted for and presented in the financial statements. The new standard: (a) requires all income tax effects of awards to be recognized in the income statement when the awards vest or are settled, (b) requires classification of excess tax benefits as an operating activity in the statement of cash flows rather than a financing activity, (c) eliminates the requirement to defer recognition of an excess tax benefit until the benefit is realized through a reduction to taxes payable, (d) modifies statutory withholding tax requirements, and (e) provides for a policy election to account for forfeitures as they occur. The guidance is effective in the first quarter of fiscal 2017 and early adoption is permitted if all amendments are adopted in the same period. Cadence elected to early adopt the new standard during the first quarter of fiscal 2016. As a result of early adoption, Cadence recorded all income tax effects of share-based awards in its provision for income taxes in the condensed consolidated income statements. Cadence also recorded a cumulative effect adjustment of approximately $7.8 million as a reduction of opening accumulated deficit on Cadence’s condensed consolidated balance sheets. The cumulative effect adjustment was comprised of approximately $8.1 million related to the recognition of income tax benefits in excess of compensation expense, offset by $0.3 million related to the policy election to recognize the impact of forfeitures on stock-based compensation expense as they occur. Additionally, Cadence adopted the change in presentation in the condensed consolidated statement of cash flows related to excess tax benefits on a prospective basis. Accordingly, prior periods have not been adjusted. There was no impact for the change in presentation in the statement of cash flows related to statutory tax withholding requirements as Cadence has historically classified the statutory tax withholding as a financing activity in its consolidated statement of cash flows.

In April 2015, the FASB issued a new accounting standard requiring that debt issuance costs be presented in the balance sheet as a direct deduction from the associated debt liability. The new standard became effective for Cadence in the first quarter of fiscal 2016 and required retrospective application. As a result, prior period balances have been reclassified to conform to the current period presentation. Adoption of this standard did not have a material impact on Cadence’s consolidated balance sheets.

In May 2014, the FASB issued a comprehensive revenue recognition standard for revenue associated with the delivery of goods or services to customers. The updated standard will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method. In August 2015, the FASB deferred the effective date of the new revenue standard for periods beginning after December 15, 2016 to December 15, 2017, with early adoption permitted but not earlier than the original effective date of December 15, 2016. Accordingly, the updated standard is effective for Cadence in the first quarter of fiscal 2018. In March 2016, the FASB finalized its amendments to the guidance in the new standard on assessing whether an entity is a principal or an agent in a revenue transaction. This conclusion impacts whether an entity reports revenue on a gross or net basis. In April 2016, the FASB finalized additional amendments to the guidance in the new revenue standard on identifying performance obligations and accounting for licenses of intellectual property. Cadence has not yet selected a transition method and is currently evaluating the effect that the updated standard, and the recently issued amendments, will have on its consolidated financial statements and related disclosures.

In January 2016, the FASB issued a new accounting standard that will impact certain aspects of recognition, measurement, presentation and disclosure of financial instruments. The updated standard is effective for Cadence in the first quarter of fiscal 2018, and early adoption is permitted. Cadence is currently evaluating the effect the updated standard will have on its consolidated financial statements and related disclosures.

In February 2016, the FASB issued a new accounting standard requiring, among other things, the recognition of lease assets and lease liabilities on the balance sheet by lessees for certain lease arrangements that are classified as operating leases under the previous standard. The updated standard is effective for Cadence in the first quarter of fiscal 2019, and early adoption is permitted. Cadence is currently evaluating the effect the updated standard will have on its consolidated financial statements and related disclosures.

In March 2016, the FASB issued a new accounting standard intended to simplify the accounting for equity method investments when there is an increase in the level of ownership interest or degree of influence. The new standard is effective for Cadence in the first quarter of fiscal 2017 and requires prospective application. Adoption of this standard is not expected to have a material impact on Cadence’s consolidated financial statements.

NOTE 2. DEBT

Cadence’s outstanding debt as of October 1, 2016 and January 2, 2016 was as follows:



	October 1, 2016							January 2, 2016
	(In thousands)
	Principal		Unamortized Discount and Debt Issuance Costs			Carrying Value		Principal		Unamortized Discount and Debt Issuance Costs			Carrying Value
Revolving Credit Facility	$	50,000	—			$	50,000	—		$	—		$	—
2019 Term Loan	300,000		(487		)	299,513		—		$	—		—
2024 Notes	350,000		(6,236		)	343,764		350,000		(6,712		)	343,288
Total outstanding debt	$	700,000	$	(6,723	)	$	693,277	$	350,000	$	(6,712	)	$	343,288

Revolving Credit Facility

Cadence maintains a senior unsecured revolving credit facility with a group of lenders led by Bank of America, N.A., as administrative agent. The credit facility provides for borrowings up to $250.0 million, with the right to request increased capacity up to an additional $150.0 million upon the receipt of lender commitments, for total maximum borrowings of $400.0 million. The credit facility, as amended, expires on September 19, 2019 and has no subsidiary guarantors. Any outstanding loans drawn under the credit facility are due at maturity on September 19, 2019. Outstanding borrowings may be paid at any time prior to maturity.

Interest accrues on borrowings under the credit facility at either LIBOR plus a margin between 1.25% and 2.0% per annum or at the base rate plus a margin between 0.25% and 1.0% per annum. The interest rate applied to borrowings is determined by Cadence’s consolidated leverage ratio as specified by the credit facility agreement. As of October 1, 2016, the interest rate on Cadence’s revolving credit facility was 2.16%. Interest is payable quarterly. A commitment fee ranging from 0.20% to 0.35% is assessed on the daily average undrawn portion of revolving commitments.

The credit facility contains customary negative covenants that, among other things, restrict Cadence’s ability to incur additional indebtedness, grant liens, make certain investments (including acquisitions), dispose of certain assets and make certain payments, including share repurchases and dividends. In addition, the credit facility contains financial covenants that require Cadence to maintain a leverage ratio not to exceed 2.75 to 1, and a minimum interest coverage ratio of 3.00 to 1. As of October 1, 2016 and January 2, 2016, Cadence was in compliance with all financial covenants associated with the revolving credit facility.

2019 Term Loan

On January 28, 2016, Cadence entered into a $300.0 million three-year senior unsecured non-amortizing term loan facility due on January 28, 2019, or the 2019 Term Loan, with a group of lenders led by JPMorgan Chase Bank, N.A., as administrative agent. The 2019 Term Loan is unsecured, and the proceeds will be used for general corporate purposes, including the repurchase of common stock.

Amounts outstanding under the 2019 Term Loan initially accrue interest at a rate equal to LIBOR plus a margin of 1.125% per annum, which may increase to a rate equal to LIBOR plus a margin of up to 1.875% per annum, depending on Cadence’s leverage ratio. As of October 1, 2016, the interest rate on Cadence’s 2019 Term Loan was 2.12%.

The covenants of the 2019 Term Loan are generally consistent with Cadence’s existing five-year senior unsecured revolving credit facility. In addition, the term loan agreement contains certain financial covenants that require Cadence to maintain a funded debt to EBITDA ratio not greater than 2.75 to 1, with a step-up to 3.25 to 1 for one year following an acquisition by Cadence of at least $250.0 million that results in a pro forma leverage ratio between 2.50 to 1 and 3.00 to 1. As of October 1, 2016, Cadence was in compliance with all financial covenants associated with the 2019 Term Loan.

2024 Notes

In October 2014, Cadence issued $350.0 million aggregate principal amount of 4.375% Senior Notes due October 15, 2024, or the 2024 Notes. Cadence received net proceeds of $342.4 million from the issuance of the 2024 Notes, net of a discount of $1.4 million and issuance costs of $6.2 million. Both the discount and issuance costs are being amortized to interest expense over the term of the 2024 Notes using the effective interest method. Interest is payable in cash semi-annually in April and October. The 2024 Notes are unsecured and rank equal in right of payment to all of Cadence’s existing and future senior indebtedness.

Cadence may redeem the 2024 Notes, in whole or in part, at a redemption price equal to the greater of (a) 100% of the principal amount of the notes to be redeemed and (b) the sum of the present values of the remaining scheduled payments of principal and interest, plus any accrued and unpaid interest, as more particularly described in the indenture governing the 2024 Notes.

The indenture governing the 2024 Notes includes customary representations, warranties and restrictive covenants, including, but not limited to, restrictions on Cadence’s ability to grant liens on assets, enter into sale and lease-back transactions, or merge, consolidate or sell assets, and also includes customary events of default.

For information regarding the impact of new accounting standards on the presentation of debt issuance costs, see Note 1 under the heading “New Accounting Standards.”

NOTE 3. CASH, CASH EQUIVALENTS AND INVESTMENTS

Cadence’s cash, cash equivalents and short-term investments at fair value as of October 1, 2016 and January 2, 2016 were as follows:



	As of
	October 1, 2016		January 2, 2016
	(In thousands)
Cash and cash equivalents	$	524,333	$	616,686
Short-term investments	8,503		94,498
Cash, cash equivalents and short-term investments	$	532,836	$	711,184

Cash and Cash Equivalents

Cadence considers all highly liquid investments with original maturities of three months or less on the date of purchase to be cash equivalents. The amortized cost of Cadence’s cash equivalents approximates fair value. The following table summarizes Cadence’s cash and cash equivalents at fair value as of October 1, 2016 and January 2, 2016:



	As of
	October 1, 2016		January 2, 2016
	(In thousands)
Cash and interest bearing deposits	$	227,262	$	255,995
Money market funds	297,071		360,691
Total cash and cash equivalents	$	524,333	$	616,686

Short-Term Investments

The following tables summarize Cadence’s short-term investments as of October 1, 2016 and January 2, 2016:



	As of October 1, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(In thousands)
Corporate debt securities	$	400	$	—	$	—	$	400
Bank certificates of deposit	2,000		—		—		2,000
United States Treasury securities	2,000		—		—		2,000
Commercial paper	1,000		—		—		1,000
Marketable debt securities	5,400		—		—		5,400
Marketable equity securities	2,211		892		—		3,103
Total short-term investments	$	7,611	$	892	$	—	$	8,503

The marketable debt securities included in short-term investments as of October 1, 2016 have contractual maturities of less than one year. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations without penalties.



	As of January 2, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(In thousands)
Corporate debt securities	$	34,905	$	1	$	(77	)	$	34,829
Bank certificates of deposit	15,049		1		(4		)	15,046
United States Treasury securities	36,372		2		(88		)	36,286
United States government agency securities	4,151		1		—			4,152
Commercial paper	1,993		—		—			1,993
Marketable debt securities	92,470		5		(169		)	92,306
Marketable equity securities	1,817		375		—			2,192
Total short-term investments	$	94,287	$	380	$	(169	)	$	94,498

Realized gains and losses from the sale of marketable debt and equity securities are recorded in other income, net in the condensed consolidated income statements.

NOTE 4. RECEIVABLES, NET

Cadence’s current and long-term receivables balances as of October 1, 2016 and January 2, 2016 were as follows:



	As of
	October 1, 2016		January 2, 2016
	(In thousands)
Accounts receivable	$	80,034	$	107,041
Unbilled accounts receivable	71,991		57,807
Long-term receivables	14,961		4,498
Total receivables	166,986		169,346
Less allowance for doubtful accounts	—		—
Total receivables, net	$	166,986	$	169,346

Cadence’s customers are primarily concentrated within the semiconductor and electronics systems industries. As of October 1, 2016, no one customer accounted for 10% or more of Cadence’s total receivables. As of January 2, 2016, one customer accounted for 12% of Cadence’s total receivables, and no other customer accounted for 10% or more of Cadence’s total receivables. As of October 1, 2016, approximately 44% of Cadence’s total receivables were attributable to the ten customers with the largest balances of total receivables. As of January 2, 2016, approximately 45% of Cadence’s total receivables were attributable to the ten customers with the largest balances of total receivables.

NOTE 5. STOCK REPURCHASE PROGRAMS

In July 2015, Cadence’s Board of Directors approved an 18-month plan to repurchase shares of Cadence common stock of up to an aggregate of $1.2 billion, beginning in the third quarter of fiscal 2015. The actual timing and amount of repurchases are subject to business and market conditions, corporate and regulatory requirements, acquisition opportunities and other factors. The stock repurchase program may be suspended, modified or discontinued at any time. As of October 1, 2016, the remaining amount authorized for the repurchase of shares was $240 million.

The shares repurchased under Cadence’s repurchase authorizations and the total cost of repurchased shares, including commissions, during the three and nine months ended October 1, 2016 and October 3, 2015 were as follows:



	Three Months Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
	(In thousands)
Shares repurchased	9,596		5,856		31,177		10,745
Total cost of repurchased shares	$	240,096	$	120,059	$	720,196	$	213,135

For additional information regarding share repurchases, see the discussion under Part II, Item 2, “Unregistered Sales of Equity Securities and Use of Proceeds.”

NOTE 6. STOCK-BASED COMPENSATION

Stock-based compensation expense is reflected in Cadence’s condensed consolidated income statements for the three and nine months ended October 1, 2016 and October 3, 2015 as follows:



	Three Months Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
	(In thousands)
Cost of product and maintenance	$	550	$	662	$	1,461	$	1,789
Cost of services	807		968		2,141		2,615
Marketing and sales	6,040		5,764		16,881		16,447
Research and development	18,002		12,847		46,376		35,625
General and administrative	4,599		3,876		13,127		11,205
Total stock-based compensation expense	$	29,998	$	24,117	$	79,986	$	67,681

Cadence had total unrecognized compensation expense related to stock option and restricted stock grants of $229.9 million as of October 1, 2016, which will be recognized over the remaining vesting period. The remaining weighted-average vesting period of unvested awards is 2.5 years.

For information regarding the impact of new accounting standards impacting stock-based compensation, see Note 1 under the heading “New Accounting Standards.”

NOTE 7. ACQUISITIONS

During the nine months ended October 1, 2016, Cadence completed two business combinations for total cash consideration of $42.4 million, after taking into account cash acquired of $1.8 million. The total purchase consideration was allocated to the assets acquired and liabilities assumed based on their respective estimated fair values on the acquisition dates. Cadence will also make payments to certain employees over a period of up to four years subject to continued employment and other conditions. Cadence recorded a total of $23.6 million of goodwill, $23.2 million of acquired intangible assets and $2.6 million of net liabilities consisting primarily of deferred revenue.

The recorded goodwill is primarily related to expected synergies from combining operations of the acquired companies. The weighted-average amortization period for definite-lived intangible assets acquired is approximately 8.0 years.

Results of operations and the estimated fair value of acquired assets and assumed liabilities are recorded in the consolidated financial statements from the date of acquisition. Pro forma results of operations for the business combinations completed during the nine months ended October 1, 2016 have not been presented because the effects of these acquisitions, individually and in the aggregate, would not have been material to Cadence’s financial results. The fair values of acquired intangible assets and assumed liabilities were determined using significant inputs that are not observable in the market. For an additional description of these fair value calculations, see Note 11 in the notes to condensed consolidated financial statements.

A trust for the benefit of the children of Lip-Bu Tan, Cadence’s President, Chief Executive Officer, or CEO, and director, owned less than 2% of Rocketick Technologies Ltd., one of the acquired companies, and Mr. Tan and his wife serve as co-trustees of the trust and disclaim pecuniary and economic interest in the trust. The Board of Directors of Cadence reviewed the transaction and concluded that it was in the best interests of Cadence to proceed with the transaction. Mr. Tan recused himself from the Board of Directors’ discussion of the valuation of Rocketick Technologies Ltd. and on whether to proceed with the transaction. A financial advisor provided a fairness opinion to Cadence in connection with the transaction.

NOTE 8. GOODWILL AND ACQUIRED INTANGIBLES

Goodwill

The changes in the carrying amount of goodwill during the nine months ended October 1, 2016 were as follows:



	Gross Carrying Amount
	(In thousands)
Balance as of January 2, 2016	$	551,772
Goodwill resulting from acquisitions	23,579
Effect of foreign currency translation	(1,461		)
Balance as of October 1, 2016	$	573,890

Acquired Intangibles, Net

Acquired intangibles as of October 1, 2016 were as follows, excluding intangibles that were fully amortized as of January 2, 2016:



	Gross Carrying Amount		Accumulated Amortization			Acquired Intangibles, Net
	(In thousands)
Existing technology	$	342,427	$	(150,109	)	$	192,318
Agreements and relationships	174,709		(97,010		)	77,699
Tradenames, trademarks and patents	9,807		(6,443		)	3,364
Total acquired intangibles	$	526,943	$	(253,562	)	$	273,381

Acquired intangibles as of January 2, 2016 were as follows, excluding intangibles that were fully amortized as of January 3, 2015:



	Gross Carrying Amount		Accumulated Amortization			Acquired Intangibles, Net
	(In thousands)
Existing technology	$	329,627	$	(124,097	)	$	205,530
Agreements and relationships	173,325		(86,808		)	86,517
Tradenames, trademarks and patents	10,119		(5,684		)	4,435
Total acquired intangibles	$	513,071	$	(216,589	)	$	296,482

Amortization expense from existing technology and maintenance agreements is included in cost of product and maintenance. Amortization of acquired intangibles for the three and nine months ended October 1, 2016 and October 3, 2015 was as follows:



	Three Months Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
	(In thousands)
Cost of product and maintenance	$	10,593	$	10,107	$	31,802	$	30,385
Amortization of acquired intangibles	3,889		5,687		14,206		18,037
Total amortization of acquired intangibles	$	14,482	$	15,794	$	46,008	$	48,422

Estimated amortization expense for intangible assets with definite lives for the following five fiscal years and thereafter is as follows:



	(In thousands)
2016 – remaining period	$	14,478
2017	56,075
2018	52,273
2019	45,243
2020	40,036
Thereafter	65,276
Total estimated amortization expense	$	273,381

NOTE 9. RESTRUCTURING AND OTHER CHARGES

Cadence has initiated various restructuring plans in an effort to better align its resources with its business strategy. These restructuring plans have primarily been comprised of severance payments and termination benefits related to headcount reductions, estimated lease losses related to facilities vacated under the restructuring plans and charges related to assets abandoned as part of the restructuring plans. During the nine months ended October 1, 2016, Cadence initiated a restructuring plan, or the 2016 Restructuring Plan, and recorded restructuring and other charges of approximately $14.1 million related to severance payments and termination benefits. As of October 1, 2016, total liabilities related to the 2016 Restructuring Plan were $0.6 million. Cadence expects to make cash payments for severance and related benefits for the 2016 Restructuring Plan through fiscal 2016.

The following table presents activity relating to Cadence’s restructuring plans during the nine months ended October 1, 2016:



	Severance and Benefits			Excess Facilities			Total
	(In thousands)
Balance, January 2, 2016	$	751		$	386		$	1,137
Restructuring and other charges (credits):
2016 Restructuring Plan	14,116			—			14,116
Prior restructuring plans	21			476			497
Non-cash charges	—			(133		)	(133		)
Cash payments	(14,484		)	(593		)	(15,077		)
Effect of foreign currency translation	286			(28		)	258
Balance, October 1, 2016	$	690		$	108		$	798

The remaining accrual for Cadence’s restructuring plans is recorded in accounts payable and accrued liabilities in the condensed consolidated balance sheet.

NOTE 10. NET INCOME PER SHARE

Basic net income per share is computed by dividing net income during the period by the weighted average number of shares of common stock outstanding during that period, less unvested restricted stock awards. Diluted net income per share is impacted by equity instruments considered to be potential common shares, if dilutive, computed using the treasury stock method of accounting.

The calculations for basic and diluted net income per share for the three and nine months ended October 1, 2016 and October 3, 2015 are as follows:



	Three Months Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
	(In thousands, except per share amounts)
Net income	$	64,712	$	77,624	$	164,609	$	172,043
Weighted average common shares used to calculate basic net income per share	280,622		284,818		288,476		284,880
2015 Warrants	—		20,548		—		20,031
Stock-based awards	6,851		7,820		6,893		7,988
Weighted average common shares used to calculate diluted net income per share	287,473		313,186		295,369		312,899
Net income per share - basic	$	0.23	$	0.27	$	0.57	$	0.60
Net income per share - diluted	$	0.23	$	0.25	$	0.56	$	0.55

The 2015 Warrants expired in December 2015. For an additional description of the 2015 Warrants, see Note 3 in the notes to consolidated financial statements in Cadence’s Annual Report on Form 10-K for the fiscal year ended January 2, 2016.

The following table presents shares of Cadence’s common stock outstanding for the three and nine months ended October 1, 2016 and October 3, 2015 that were excluded from the computation of diluted net income per share because the effect of including these shares in the computation of diluted net income per share would have been anti-dilutive:



	Three Months Ended		Nine Months Ended
	October 1, 2016	October 3, 2015	October 1, 2016	October 3, 2015
	(In thousands)
Long-term performance-based stock awards	1,250	—	1,008	—
Options to purchase shares of common stock	160	1,472	729	1,362
Non-vested shares of restricted stock	7	169	36	68
Total potential common shares excluded	1,417	1,641	1,773	1,430

NOTE 11. FAIR VALUE

Inputs to 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.

This hierarchy requires Cadence to minimize the use of unobservable inputs and to use observable market data, if available, when determining fair value. Cadence recognizes transfers between levels of the hierarchy based on the fair values of the respective financial instruments at the end of the reporting period in which the transfer occurred. There were no transfers between levels of the fair value hierarchy during the nine months ended October 1, 2016.

On a quarterly basis, Cadence measures at fair value certain financial assets and liabilities. The fair value of financial assets and liabilities was determined using the following levels of inputs as of October 1, 2016 and January 2, 2016:



	Fair Value Measurements as of October 1, 2016
	Total		Level 1		Level 2		Level 3
	(In thousands)
Assets
Cash equivalents:
Money market funds	$	297,071	$	297,071	$	—	$	—
Short-term investments:
Corporate debt securities	400		—		400		—
Bank certificates of deposit	2,000		—		2,000		—
United States Treasury securities	2,000		2,000		—		—
Commercial paper	1,000		—		1,000		—
Marketable equity securities	3,103		3,103		—		—
Trading securities held in Non-Qualified Deferred Compensation, or NQDC, trust	25,657		25,657		—		—
Foreign currency exchange contracts	349		—		349		—
Total Assets	$	331,580	$	327,831	$	3,749	$	—

As of October 1, 2016, Cadence did not have any financial liabilities requiring a recurring fair value measurement.

	Fair Value Measurements as of January 2, 2016
	Total		Level 1		Level 2		Level 3
	(In thousands)
Assets
Cash equivalents:
Money market funds	$	360,691	$	360,691	$	—	$	—
Short-term investments:
Corporate debt securities	34,829		—		34,829		—
Bank certificates of deposit	15,046		—		15,046		—
United States Treasury securities	36,286		36,286		—		—
United States government agency securities	4,152		4,152		—		—
Commercial paper	1,993		—		1,993		—
Marketable equity securities	2,192		2,192		—		—
Trading securities held in NQDC trust	24,905		24,905		—		—
Total Assets	$	480,094	$	428,226	$	51,868	$	—

	Total		Level 1		Level 2		Level 3
	(In thousands)
Liabilities
Foreign currency exchange contracts	362		—		362		—
Total Liabilities	$	362	$	—	$	362	$	—

Level 3 Measurements

During the nine months ended October 1, 2016, Cadence acquired intangible assets of $23.2 million. The fair value of the intangible assets acquired was determined using the income and cost approaches and level 3 inputs. Key assumptions include the amount and timing of expected future cash flows, market conditions, projected costs, assumed profit margins, discount rates and the economy in general. The fair value of these intangible assets was affected most significantly by the projected income associated with the intangible assets and the anticipated timing of the projected income, but was also impacted by the discount rate used to adjust the outcomes to their present values. Cadence used discount rates ranging from 14.0% to 17.5% to value the intangible assets acquired.

As part of its acquisitions during the nine months ended October 1, 2016, Cadence also assumed obligations related to deferred revenue, which were estimated using the cost build-up approach. The cost build-up approach determines fair value using estimates of the costs required to fulfill the contracted obligations plus an assumed profit. Cadence assumed a profit margin of 14.5% when valuing these liabilities, which were then adjusted to present value using a discount rate of 3.5%. The resulting fair value using this approach approximates the amount that Cadence would be required to pay a third party to assume the obligation. The fair value of the deferred revenue obligations assumed was affected most significantly by the estimated costs required to fulfill the obligation, but was also affected by the assumed profit margin and the discount rate.

Cadence believes that its estimates and assumptions related to the fair value of its acquired intangible assets and deferred revenue obligations are reasonable, but significant judgment is involved.

NOTE 12. CONTINGENCIES

Legal Proceedings

From time to time, Cadence is involved in various disputes and litigation that arise in the ordinary course of business. These include disputes and lawsuits related to intellectual property, indemnification obligations, 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. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based on Cadence’s judgments using 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.

Other Contingencies

Cadence provides its customers with a warranty on sales of hardware products, generally for a 90-day period. Cadence did not incur any significant costs related to warranty obligations during the three and nine months ended October 1, 2016 and October 3, 2015.

Cadence’s product license and services agreements typically include a limited indemnification provision for claims from third parties relating to Cadence’s intellectual property. If the potential loss from any indemnification claim is considered probable and the amount or the range of loss can be estimated, Cadence accrues a liability for the estimated loss. The indemnification is generally limited to the amount paid by the customer. Cadence did not incur any significant losses from indemnification claims during the three and nine months ended October 1, 2016 and October 3, 2015.

NOTE 13. OTHER COMPREHENSIVE LOSS

Cadence’s other comprehensive loss is comprised of foreign currency translation losses, changes in defined benefit plan liabilities, and changes in unrealized holding gains and losses on available-for-sale securities net of reclassifications for realized gains and losses, as presented in Cadence’s condensed consolidated statements of comprehensive income.

Accumulated other comprehensive loss was comprised of the following as of October 1, 2016 and January 2, 2016:



	As of
	October 1, 2016			January 2, 2016
	(In thousands)
Foreign currency translation loss	$	(6,711	)	$	(9,569	)
Changes in defined benefit plan liabilities	(3,331		)	(3,066		)
Unrealized holding gains on available-for-sale securities	892			210
Total accumulated other comprehensive loss	$	(9,150	)	$	(12,425	)

For the three and nine months ended October 1, 2016 and October 3, 2015 there were no significant amounts reclassified from accumulated other comprehensive loss to net income.

NOTE 14. SEGMENT REPORTING

Segment reporting is based on the “management approach,” following the method that management organizes the company’s reportable segments for which separate financial information is made available to, and evaluated regularly by, the chief operating decision maker in allocating resources and in assessing performance. Cadence’s chief operating decision maker is its President and CEO, who reviews Cadence’s consolidated results as one operating 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 upon 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 for the three and nine months ended October 1, 2016 and October 3, 2015:



	Three Months Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
	(In thousands)
Americas:
United States	$	197,715	$	199,628	$	614,153	$	579,011
Other Americas	6,924		6,685		23,361		19,524
Total Americas	204,639		206,313		637,514		598,535
Asia	120,206		106,627		330,417		301,835
Europe, Middle East and Africa	83,124		80,193		257,308		240,777
Japan	38,251		40,630		121,864		119,865
Total	$	446,220	$	433,763	$	1,347,103	$	1,261,012

The following table presents a summary of long-lived assets by geography as of October 1, 2016 and January 2, 2016:



	As of
	October 1, 2016		January 2, 2016
	(In thousands)
Americas:
United States	$	193,611	$	189,665
Other Americas	823		387
Total Americas	194,434		190,052
Asia	31,943		24,767
Europe, Middle East and Africa	13,133		12,832
Japan	1,080		948
Total	$	240,590	$	228,599

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, or this Quarterly Report, and in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 2, 2016. This Quarterly Report contains statements that are not historical in nature, are predictive, or that depend upon or refer to future events or conditions or contain forward-looking statements. Statements including, but not limited to, 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,” “forecasts,” “intends,” “may,” “plans,” “projects,” “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 system design enablement, or SDE, solutions that our customers use to design whole electronics systems, increasingly small and complex integrated circuits, or ICs, and electronic devices. Our solutions are designed to help our customers reduce the time to bring an electronics system, IC or electronic device to market and to reduce their design, development and manufacturing costs. Our SDE product offerings include electronic design automation, or EDA, software, emulation and prototyping hardware, system interconnect and analysis and two categories of intellectual property, or IP, commonly referred to as verification IP, or VIP, and design IP. We provide maintenance for our software, hardware, and IP product offerings. We also provide engineering services related to methodology, education, hosted design solutions and design services for advanced ICs and development of custom IP. These services help our customers manage and accelerate their electronics product development processes.

Our customers include electronics systems and semiconductor companies, internet infrastructure and service companies and other technology companies that develop a wide range of electronics products and services in a number of market segments, such as mobile and consumer devices, communications, cloud and data center infrastructure, personal computers, automotive systems, medical systems, and other devices. The renewal of many of our customer contracts and our customers’ decisions to make new purchases from us are dependent upon our customers’ commencement of new design projects. As a result, our business is significantly influenced by our customers’ business outlook and investment in new designs and products.

Our future performance depends on our ability to innovate, commercialize newly developed solutions and enhance and maintain our current products. We must keep pace with our customers’ technical developments, satisfy industry standards and meet our customers’ increasingly demanding performance, productivity, quality and predictability requirements.

We combine our products and technologies into categories related to major design activities:


•	Functional Verification, including Emulation and Prototyping Hardware;


•	Digital IC Design and Signoff;


•	Custom IC Design;


•	System Interconnect and Analysis; and


•	IP.

The products and technologies included in these categories are combined with ready-to-use packages of technologies assembled from our broad portfolio of IP and other associated components that provide comprehensive solutions for low power, mixed signal and designs at smaller geometries referred to as advanced process nodes, as well as popular designs based on design IP owned and licensed by other companies. These solutions are marketed to users who specialize in areas such as system design and verification, functional verification, logic design, digital implementation, custom IC design and verification, printed circuit board, or PCB, IC package and SiP design and analysis.

For additional information about our products, see the discussion in Item 1, “Business,” under the heading “Products and Product Strategy,” in our Annual Report on Form 10-K for the fiscal year ended January 2, 2016.

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 further below under the headings “Results of Operations” and “Liquidity and Capital Resources.”

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 as deemed necessary. Historically, our assumptions, judgments and estimates relative to our critical accounting estimates have not differed materially from actual results. For further information about our critical accounting estimates, see the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Estimates” in our Annual Report on Form 10-K for the fiscal year ended January 2, 2016.

New Accounting Standards

For information regarding new accounting standards applicable to us, see Note 1 in the notes to condensed consolidated financial statements under the heading “New Accounting Standards.”

Results of Operations

Financial results for the three and nine months ended October 1, 2016, as compared to the three and nine months ended October 3, 2015, reflect the following:


•	increased product and maintenance revenue, primarily because of increased demand for our software and emulation and prototyping hardware;


•	continued investment in research and development activities focused on creating and enhancing our software products to maintain the pace of innovation required by our customers;


•	increased stock-based compensation included in operating expenses; and


•	restructuring activities.

Revenue

We primarily generate revenue from licensing our software and IP, selling or leasing our emulation and prototyping hardware technology, providing maintenance for our software, hardware and IP, providing engineering services and earning royalties generated from the use of our IP. The timing of our revenue is significantly affected by the mix of software, hardware and IP products generating revenue in any given period and whether the revenue is recognized in a recurring manner over multiple periods or up front, upon completion of delivery.

We seek to achieve a consistent revenue mix such that approximately 90% of our revenue is recurring in nature, and the remainder of the resulting revenue is recognized up front, upon completion of delivery. Recurring revenue includes revenue from our software and IP license arrangements where revenue is recognized over multiple periods, services, royalties from certain IP arrangements, maintenance on perpetual software licenses and hardware, and our operating leases of hardware. Upfront revenue is primarily generated by our sales of emulation and prototyping hardware and perpetual software and IP licenses. Our ability to achieve this mix in any single fiscal period may be impacted primarily by delivery of hardware and IP products to our customers.

For an additional description of the impact of emulation hardware sales on the timing of revenue recognition, see the discussion in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” under the heading “Critical Accounting Estimates – Revenue Recognition” in our Annual Report on Form 10-K for the fiscal year ended January 2, 2016.

Revenue by Period

The following table shows our revenue for the three months ended October 1, 2016 and October 3, 2015 and the change in revenue between periods:



	Three Months Ended				Change
	October 1, 2016		October 3, 2015		Amount			Percentage
	(In millions, except percentages)
Product and maintenance	$	415.4	$	396.9	$	18.5		5	%
Services	30.8		36.9		(6.1		)	(16	)%
Total revenue	$	446.2	$	433.8	$	12.4		3	%

The following table shows our revenue for the nine months ended October 1, 2016 and October 3, 2015 and the change in revenue between periods:



	Nine Months Ended				Change
	October 1, 2016		October 3, 2015		Amount		Percentage
	(In millions, except percentages)
Product and maintenance	$	1,247.1	$	1,165.4	$	81.7	7	%
Services	100.0		95.6		4.4		5	%
Total revenue	$	1,347.1	$	1,261.0	$	86.1	7	%

Product and maintenance revenue increased during the three and nine months ended October 1, 2016, as compared to the three and nine months ended October 3, 2015, primarily because of increased revenue for our emulation and prototyping hardware and generally increased business levels. The fluctuations in services revenue during the three and nine months ended October 1, 2016, compared to the three and nine months ended October 3, 2015, are primarily due to the timing of incremental revenue from certain customer agreements that was recognized at the completion of the contract when all specified deliverables were made available. Total revenue may fluctuate from period to period based on demand for, and our resources to fulfill, our services, emulation hardware and IP offerings.

No one customer accounted for 10% or more of total revenue during the three and nine months ended October 1, 2016 or October 3, 2015.

Revenue by Product Group

The following table shows the percentage of revenue contributed by each of our five product groups for the past five consecutive quarters:



	Three Months Ended
	October 3, 2015		January 2, 2016		April 2, 2016		July 2, 2016		October 1, 2016
Functional Verification, including Emulation and Prototyping Hardware	23	%	25	%	26	%	27	%	24	%
Digital IC Design and Signoff	28	%	28	%	30	%	27	%	28	%
Custom IC Design	26	%	25	%	25	%	26	%	27	%
System Interconnect and Analysis	10	%	10	%	9	%	10	%	10	%
IP	13	%	12	%	10	%	10	%	11	%
Total	100	%	100	%	100	%	100	%	100	%

As described in Note 2 in the notes to consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended January 2, 2016, certain of our licensing arrangements allow customers the ability to remix among software products. Additionally, we have arrangements with customers that include a combination of our products, 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. The actual usage of our products by these customers may differ and, if that proves to be the case, the revenue allocation in the table above would differ.

Revenue by Geography



	Three Months Ended				Change
	October 1, 2016		October 3, 2015		Amount			Percentage
	(In millions, except percentages)
United States	$	197.7	$	199.6	$	(1.9	)	(1	)%
Other Americas	6.9		6.7		0.2			3	%
Asia	120.2		106.6		13.6			13	%
Europe, Middle East and Africa	83.1		80.2		2.9			4	%
Japan	38.3		40.7		(2.4		)	(6	)%
Total revenue	$	446.2	$	433.8	$	12.4		3	%



	Nine Months Ended				Change
	October 1, 2016		October 3, 2015		Amount		Percentage
	(In millions, except percentages)
United States	$	614.1	$	579.0	$	35.1	6	%
Other Americas	23.4		19.5		3.9		20	%
Asia	330.4		301.8		28.6		9	%
Europe, Middle East and Africa	257.3		240.8		16.5		7	%
Japan	121.9		119.9		2.0		2	%
Total revenue	$	1,347.1	$	1,261.0	$	86.1	7	%

Most of our revenue is transacted in the United States dollar. However, certain revenue transactions are denominated in foreign currencies. For an additional description of how changes in foreign exchange rates affect our condensed consolidated financial statements, see the discussion under Item 3, “Quantitative and Qualitative Disclosures About Market Risk – Foreign Currency Risk.”

Revenue by Geography as a Percent of Total Revenue



	Three Months Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
United States	44	%	46	%	46	%	46	%
Other Americas	2	%	2	%	2	%	1	%
Asia	27	%	25	%	25	%	24	%
Europe, Middle East and Africa	19	%	18	%	19	%	19	%
Japan	8	%	9	%	8	%	10	%
Total	100	%	100	%	100	%	100	%

Cost of Revenue



	Three Months Ended				Change
	October 1, 2016		October 3, 2015		Amount			Percentage
	(In millions, except percentages)
Cost of product and maintenance	$	38.7	$	41.2	$	(2.5	)	(6	)%
Cost of services	17.9		24.0		(6.1		)	(25	)%



	Nine Months Ended				Change
	October 1, 2016		October 3, 2015		Amount			Percentage
	(In millions, except percentages)
Cost of product and maintenance	$	125.9	$	115.0	$	10.9		9	%
Cost of services	54.6		62.6		(8.0		)	(13	)%

Cost of Product and Maintenance

Cost of product and maintenance includes costs associated with the sale and lease of our emulation and prototyping hardware and licensing of our software and IP products, certain employee salary and benefits and other employee-related costs, cost of our customer support services, amortization of technology-related and maintenance-related acquired intangibles, costs of technical documentation and royalties payable to third-party vendors. Costs associated with our emulation and prototyping hardware products include materials, assembly, applicable reserves and overhead. These hardware manufacturing costs make our cost of emulation and prototyping hardware product higher, as a percentage of revenue, than our cost of software and IP products.

A summary of cost of product and maintenance is as follows:



	Three Months Ended				Change
	October 1, 2016		October 3, 2015		Amount			Percentage
	(In millions, except percentages)
Product and maintenance-related costs	$	28.1	$	31.1	$	(3.0	)	(10	)%
Amortization of acquired intangibles	10.6		10.1		0.5			5	%
Total cost of product and maintenance	$	38.7	$	41.2	$	(2.5	)	(6	)%



	Nine Months Ended				Change
	October 1, 2016		October 3, 2015		Amount		Percentage
	(In millions, except percentages)
Product and maintenance-related costs	$	94.1	$	84.6	$	9.5	11	%
Amortization of acquired intangibles	31.8		30.4		1.4		5	%
Total cost of product and maintenance	$	125.9	$	115.0	$	10.9	9	%

Cost of product and maintenance depends primarily on our hardware product sales in any given period. Cost of product and maintenance is also affected by employee salary and benefits and other employee-related costs, as well as the timing and extent to which we acquire intangible assets, acquire or license third-parties’ intellectual property or technology and sell our products that include such acquired or licensed intellectual property or technology.

The changes in product and maintenance-related costs for the three and nine months ended October 1, 2016, as compared to the three and nine months ended October 3, 2015, were due to the following:



	Change
	Three Months Ended			Nine Months Ended
	(In millions)
Emulation and prototyping hardware costs	$	(2.1	)	$	10.4
Other items	(0.9		)	(0.9		)
Total change in product and maintenance-related costs	$	(3.0	)	$	9.5

Emulation and prototyping hardware costs decreased during the three months ended October 1, 2016, as compared to the three months ended October 3, 2015, primarily due to lower total cost of inventory sold. Emulation and prototyping hardware costs increased during the nine months ended October 1, 2016, as compared to the nine months ended October 3, 2015, primarily due to higher emulation hardware sales. Gross margins on our hardware products will fluctuate based on customer pricing strategies, product mix, product competition and product life cycle.

Cost of Services

Cost of services primarily includes employee salary, benefits and other employee-related costs to perform work on revenue-generating projects, costs to maintain the infrastructure necessary to manage a services organization, and provisions for contract losses, if any. Cost of services will fluctuate from period to period based on our utilization of design services engineers on revenue-generating projects or on internal development projects. Cost of services decreased during the three and nine months ended October 1, 2016, as compared to the three and nine months ended October 3, 2015, primarily due to a decrease in the resources dedicated to deliver and support our services and custom IP offerings.

Operating Expenses

Our operating expenses include marketing and sales, research and development and general and administrative expenses. Factors that cause our operating expenses to fluctuate include changes in the number of employees due to hiring and acquisitions, restructuring activities, foreign exchange rates, stock-based compensation and the impact of our variable compensation programs that are driven by overall operating results.

Many of our operating expenses are transacted in various foreign currencies. We recognize lower expenses in periods when the United States dollar strengthens in value against other currencies and we recognize higher expenses when the United States dollar weakens against other currencies. For an additional description of how changes in foreign exchange rates affect our condensed consolidated financial statements, see the discussion in Item 3, “Quantitative and Qualitative Disclosures About Market Risk – Foreign Currency Risk.”

Our operating expenses for the three and nine months ended October 1, 2016 and October 3, 2015 were as follows:



	Three Months Ended				Change
	October 1, 2016		October 3, 2015		Amount			Percentage
	(In millions, except percentages)
Marketing and sales	$	96.8	$	102.0	$	(5.2	)	(5	)%
Research and development	191.5		154.6		36.9			24	%
General and administrative	30.4		28.1		2.3			8	%
Total operating expenses	$	318.7	$	284.7	$	34.0		12	%



	Nine Months Ended				Change
	October 1, 2016		October 3, 2015		Amount			Percentage
	(In millions, except percentages)
Marketing and sales	$	297.1	$	298.9	$	(1.8	)	(1	)%
Research and development	553.8		475.6		78.2			16	%
General and administrative	95.1		83.2		11.9			14	%
Total operating expenses	$	946.0	$	857.7	$	88.3		10	%

Our operating expenses, as a percentage of total revenue, for the three and nine months ended October 1, 2016 and October 3, 2015 were as follows:



	Three Months Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
Marketing and sales	22	%	24	%	22	%	24	%
Research and development	43	%	36	%	41	%	38	%
General and administrative	7	%	6	%	7	%	7	%
Total operating expenses	72	%	66	%	70	%	69	%

Marketing and sales

Costs of marketing and sales decreased during the three and nine months ended October 1, 2016, as compared to the three and nine months ended October 3, 2015, primarily due to a reduction in outside services and certain operational improvements within our sales organization. The changes in marketing and sales expense for the three and nine months ended October 1, 2016, as compared to the three and nine months ended October 3, 2015, were due to the following:



	Change
	Three Months Ended			Nine Months Ended
	(In millions)
Salary, benefits and other employee-related costs	$	(3.3	)	$	(1.7	)
Professional services	(1.7		)	(1.5		)
Other items	(0.2		)	1.4
Total change in marketing and sales expense	$	(5.2	)	$	(1.8	)

Research and Development

Costs included in research and development increased during the three and nine months ended October 1, 2016, as compared to the three and nine months ended October 3, 2015, primarily due to incremental investments in research and development as a result of additional hiring as well as headcount added from acquisitions.

Stock-based compensation included in research and development increased during the three months ended October 1, 2016, as compared to the three months ended October 3, 2015, and during the nine months ended October 1, 2016, as compared to the nine months ended October 3, 2015, primarily because of higher grant-date fair values of stock awards vesting during the three and six months ended July 2, 2016. We expect stock-based compensation included in research and development to increase during the remainder of fiscal 2016, as compared to fiscal 2015, due to higher grant-date fair values of stock awards vesting during fiscal 2016.

The changes in research and development expense for the three and nine months ended October 1, 2016, as compared to the three and nine months ended October 3, 2015, were due to the following:



	Change
	Three Months Ended		Nine Months Ended
	(In millions)
Salary, benefits and other employee-related costs	$	25.8	$	60.3
Stock-based compensation	5.2		10.8
Facilities and other infrastructure costs	3.0		7.1
Materials and other pre-production costs	1.5		(4.3		)
Travel and professional development	0.7		2.5
Other items	0.7		1.8
Total change in research and development expense	$	36.9	$	78.2

General and administrative

The changes in general and administrative expense for the three and nine months ended October 1, 2016, as compared to the three and nine months ended October 3, 2015, were due to the following:



	Change
	Three Months Ended			Nine Months Ended
	(In millions)
Acquisition-related costs	$	—		$	4.9
Salary, benefits and other employee-related costs	2.0			3.9
Stock-based compensation	0.7			1.9
Other items	(0.4		)	1.2
Total change in general and administrative expense	$	2.3		$	11.9

Restructuring and other charges

During the nine months ended October 1, 2016, we initiated a restructuring plan to better align our resources with our business strategy, or the 2016 Restructuring Plan. In connection with the 2016 Restructuring plan, we recorded restructuring and other charges of $14.1 million, which consisted of severance and related benefits. For an additional description of the 2016 Restructuring Plan, see Note 9 in the notes to condensed consolidated financial statements.

Interest Expense



	Three Months Ended				Nine Months Ended
	October 1, 2016		October 3, 2015		October 1, 2016		October 3, 2015
	(In millions)
Contractual interest expense:
2015 Notes	$	—	$	—	$	—	$	3.0
2019 Term Loan	1.6		—		3.9		—
Revolving credit facility	0.4		0.1		1.0		0.4
2024 Notes	3.8		3.8		11.4		11.4
Amortization of debt discount:
2015 Notes	—		—		—		7.5
2024 Notes	—