(Mark One)
|
||
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the fiscal year ended December 31, 2013
|
|
|
OR
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
Commission File Number 0-20853
|
|
|
ANSYS, Inc.
|
|
|
(Exact name of registrant as specified in its charter)
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
|
|
|
PART I
|
||
|
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
|
||
Item 2.
|
||
Item 3.
|
||
Item 4.
|
||
|
||
PART II
|
||
|
|
|
Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
|
||
|
||
PART III
|
||
|
|
|
Item 10.
|
||
Item 11.
|
||
Item 12.
|
||
Item 13.
|
||
Item 14.
|
||
|
||
PART IV
|
||
|
|
|
Item 15.
|
||
|
|
|
ITEM 1.
|
BUSINESS
|
•
|
In January 2014, the Company released an expanded suite and new functionality for ANSYS
®
SIwave
™
. The Company's electromagnetic simulation suite for the design of high-speed PCB and IC packages is now available via three targeted products, SIwave-DC, SIwave-PI, and SIwave. Users can quickly identify potential power and signal integrity problems with increased flexibility and easier access to a complete set of analysis capabilities that can be leveraged throughout the PCB design flow. Powered by its hybrid, full-wave finite element electromagnetic solver engine, the new SIwave suite delivers a complete signal integrity analysis solution in a single user interface.
|
•
|
In December 2013, the Company released version 15.0 of ANSYS software, providing new, unique capabilities and enhancements that offer a highly advanced approach to guide and optimize product designs. ANSYS 15.0 delivers major advancements across the entire portfolio, including structures, fluids and electronics. In addition, this enhanced version enables complete multiphysics workflows for leading simulation practices.
|
|
Balance at December 31, 2013
|
||||||||||
(in thousands)
|
Total
|
|
Current
|
|
Long-Term
|
||||||
Deferred revenue
|
$
|
317,730
|
|
|
$
|
309,775
|
|
|
$
|
7,955
|
|
Backlog
|
91,786
|
|
|
33,446
|
|
|
58,340
|
|
|||
Total
|
$
|
409,516
|
|
|
$
|
343,221
|
|
|
$
|
66,295
|
|
Date of closing
|
|
Company
|
|
Details
|
January 3, 2014
|
|
Reaction Design
|
|
Reaction Design, a leading developer of chemistry simulation software, was acquired for approximately $19 million. The combination of ANSYS's computational fluid dynamics ("CFD") solutions with Reaction Design's chemistry solvers is expected to provide the best-in-class combustion simulation tools available on the market.
|
April 2, 2013
|
|
EVEN - Evolutionary Engineering AG
|
|
EVEN - Evolutionary Engineering AG ("EVEN"), a leading provider of composite analysis and optimization technology relying on cloud computing, was acquired for $8.1 million. The acquisition strengthens the Company's simulation solutions for composites technology, which has become a standard in manufacturing in a wide range of industries due to its combination of light weight, high strength and outstanding flexibility.
|
August 1, 2012
|
|
Esterel Technologies, S.A.
|
|
Esterel, a leading provider of embedded software simulation solutions for mission critical applications, was acquired for $58.2 million. Esterel's software enables software and systems engineers to design, simulate and automatically produce certified embedded software, which is the control code built into the electronics in aircraft, rail transportation, automotive, energy systems, medical devices and other industrial products that have central processing units. The acquisition extends the Company's vision to encompass both hardware and software systems.
|
August 1, 2011
|
|
Apache Design, Inc.
|
|
Apache, a leading simulation software provider for advanced, low-power solutions for electronics, was acquired for $314.0 million. Apache’s software enables engineers to design power-efficient devices while satisfying ever-increasing performance requirements. The acquisition complements the Company's software solutions by bringing together best-in-class products that drive the Company's system vision for ICs, electronic packages and PCBs.
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Fiscal Quarter Ended 2013
|
|
Fiscal Quarter Ended 2012
|
||||||||||||
|
|
Low Sale
Price
|
|
High Sale
Price
|
|
Low Sale
Price
|
|
High Sale
Price
|
||||||||
December 31
|
|
$
|
81.20
|
|
|
$
|
89.42
|
|
|
$
|
63.22
|
|
|
$
|
73.51
|
|
September 30
|
|
$
|
72.19
|
|
|
$
|
89.71
|
|
|
$
|
55.45
|
|
|
$
|
74.37
|
|
June 30
|
|
$
|
70.66
|
|
|
$
|
81.52
|
|
|
$
|
59.28
|
|
|
$
|
69.34
|
|
March 31
|
|
$
|
68.33
|
|
|
$
|
81.55
|
|
|
$
|
55.21
|
|
|
$
|
66.56
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
||||
Plan Category
|
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(excluding securities
reflected in column
(a))
|
||||
Equity Compensation Plans Approved by Security Holders
|
|
|
|
|
|
|
||||
1996 Stock Option and Grant Plan
|
|
6,037,768
|
|
|
$
|
42.29
|
|
|
4,574,952
|
|
Ansoft Corporation 2006 Stock Incentive Plan
|
|
432,350
|
|
|
$
|
36.95
|
|
|
—
|
|
Apache Design Solutions, Inc. 2001 Stock/Option Issuance Plan
|
|
242,574
|
|
|
$
|
19.59
|
|
|
—
|
|
1996 Employee Stock Purchase Plan
|
|
(1)
|
|
(2)
|
|
317,422
|
|
|||
Equity Compensation Plans Not Approved by Security Holders
|
|
|
|
|
|
|
||||
None
|
|
|
|
|
|
|
||||
Total
|
|
6,712,692
|
|
|
|
|
4,892,374
|
|
(1)
|
The number of shares issuable with respect to the current offering period is not determinable until the end of the period.
|
(2)
|
The per share purchase price of shares issuable with respect to the current offering period is not determinable until the end of the offering period.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Maximum Number of Shares that May Yet Be Purchased Under Plans or Programs
|
|||||
October 1 - October 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,011,943
|
|
|
November 1 - November 30, 2013
|
|
505,944
|
|
|
$
|
84.35
|
|
|
505,944
|
|
|
1,505,999
|
|
December 1 - December 31, 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,505,999
|
|
|
Total
|
|
505,944
|
|
|
$
|
84.35
|
|
|
505,944
|
|
|
1,505,999
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
||||||||||
Total revenue
|
|
$
|
861,260
|
|
|
$
|
798,018
|
|
|
$
|
691,449
|
|
|
$
|
580,236
|
|
|
$
|
516,885
|
|
Operating income
|
|
321,863
|
|
|
294,253
|
|
|
265,559
|
|
|
219,268
|
|
|
183,477
|
|
|||||
Net income
|
|
245,327
|
|
|
203,483
|
|
|
180,675
|
|
|
153,132
|
|
|
116,391
|
|
|||||
Earnings per share – basic
|
|
$
|
2.65
|
|
|
$
|
2.20
|
|
|
$
|
1.96
|
|
|
$
|
1.69
|
|
|
$
|
1.32
|
|
Weighted average shares – basic
|
|
92,691
|
|
|
92,622
|
|
|
92,120
|
|
|
90,684
|
|
|
88,486
|
|
|||||
Earnings per share – diluted
|
|
$
|
2.58
|
|
|
$
|
2.14
|
|
|
$
|
1.91
|
|
|
$
|
1.64
|
|
|
$
|
1.27
|
|
Weighted average shares – diluted
|
|
95,139
|
|
|
94,954
|
|
|
94,381
|
|
|
93,209
|
|
|
91,785
|
|
|||||
Total assets
|
|
$
|
2,722,382
|
|
|
$
|
2,607,417
|
|
|
$
|
2,448,470
|
|
|
$
|
2,126,876
|
|
|
$
|
1,920,182
|
|
Working capital
|
|
627,165
|
|
|
435,972
|
|
|
301,282
|
|
|
403,264
|
|
|
248,724
|
|
|||||
Long-term liabilities
|
|
145,705
|
|
|
189,739
|
|
|
255,246
|
|
|
285,578
|
|
|
340,785
|
|
|||||
Stockholders’ equity
|
|
2,136,246
|
|
|
1,940,291
|
|
|
1,754,473
|
|
|
1,529,929
|
|
|
1,312,631
|
|
|||||
Cash provided by operating activities
|
|
332,983
|
|
|
298,415
|
|
|
307,661
|
|
|
166,884
|
|
|
173,689
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
The Company's expectation that it will continue to make targeted investments in its global sales and marketing organization and its global business infrastructure to enhance major account sales activities and to support its worldwide sales distribution and marketing strategies, and the business in general.
|
•
|
The Company's intentions related to investments in research and development, particularly as it relates to expanding the capabilities of its flagship products and other products within its broad portfolio of simulation software, evolution of its ANSYS Workbench platform, expanding its HPC capabilities, robust design and ongoing integration.
|
•
|
The Company's plans related to future capital spending.
|
•
|
The Company's intentions regarding its hybrid sales and distribution model.
|
•
|
The sufficiency of existing cash and cash equivalent balances to meet future working capital and capital expenditure requirements.
|
•
|
The Company's assessment of the ultimate liabilities arising from various investigations, claims and legal proceedings.
|
•
|
The Company's statement regarding the strength of the features, functionality and integrated multiphysics capabilities of its software products.
|
•
|
The Company's assessment of its ability to realize deferred tax assets.
|
•
|
The Company's expectation that it can renew existing leases as they expire, or find alternative facilities without difficulty as needed.
|
•
|
The Company's expectations regarding future claims related to indemnification obligations.
|
•
|
The Company's statements regarding the impact of global economic conditions.
|
•
|
The Company's statement regarding increased exposure to volatility of foreign exchange rates.
|
•
|
The Company's intentions related to investments in complementary companies, products, services and technologies.
|
•
|
The Company's estimates regarding the expected impact on reported revenue related to the acquisition accounting treatment of deferred revenue.
|
•
|
The Company's assumption that all remaining payments will be made for deferred compensation related to the Apache acquisition and contingent consideration related to both the Apache and EVEN acquisitions.
|
•
|
The Company's expectation that the combination of ANSYS's CFD solutions with Reaction Design's chemistry solvers will provide the best-in-class combustion simulation tools available on the market.
|
•
|
The Company's expectations regarding the outcome of its service tax audit case.
|
•
|
The Company's estimates regarding total compensation expense associated with granted stock-based awards for future years.
|
•
|
The Company's estimates regarding a tax benefit due to planned repatriation of cash from a foreign subsidiary.
|
Date of closing
|
|
Company
|
|
Details
|
January 3, 2014
|
|
Reaction Design
|
|
Reaction Design, a leading developer of chemistry simulation software, was acquired for approximately $19 million. The combination of ANSYS's computational fluid dynamics ("CFD") solutions with Reaction Design's chemistry solvers is expected to provide the best-in-class combustion simulation tools available on the market.
|
April 2, 2013
|
|
EVEN - Evolutionary Engineering AG
|
|
EVEN, a leading provider of composite analysis and optimization technology relying on cloud computing, was acquired for $8.1 million. The acquisition strengthens the Company's simulation solutions for composites technology, which has become a standard in manufacturing in a wide range of industries due to its combination of light weight, high strength and outstanding flexibility.
|
August 1, 2012
|
|
Esterel Technologies, S.A.
|
|
Esterel, a leading provider of embedded software simulation solutions for mission critical applications, was acquired for $58.2 million. Esterel's software enables software and systems engineers to design, simulate and automatically produce certified embedded software, which is the control code built into the electronics in aircraft, rail transportation, automotive, energy systems, medical devices and other industrial products that have central processing units. The acquisition extends the Company's vision to encompass both hardware and software systems.
|
August 1, 2011
|
|
Apache Design, Inc.
|
|
Apache, a leading simulation software provider for advanced, low-power solutions for electronics, was acquired for $314.0 million. Apache’s software enables engineers to design power-efficient devices while satisfying ever-increasing performance requirements. The acquisition complements the Company's software solutions by bringing together best-in-class products that drive the Company's system vision for ICs, electronic packages and PCBs.
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Software licenses
|
|
$
|
528,944
|
|
|
$
|
501,870
|
|
|
$
|
425,881
|
|
Maintenance and service
|
|
332,316
|
|
|
296,148
|
|
|
265,568
|
|
|||
Total revenue
|
|
861,260
|
|
|
798,018
|
|
|
691,449
|
|
|||
Cost of sales:
|
|
|
|
|
|
|
||||||
Software licenses
|
|
28,363
|
|
|
24,512
|
|
|
15,884
|
|
|||
Amortization
|
|
38,298
|
|
|
40,889
|
|
|
33,728
|
|
|||
Maintenance and service
|
|
80,031
|
|
|
74,115
|
|
|
69,402
|
|
|||
Total cost of sales
|
|
146,692
|
|
|
139,516
|
|
|
119,014
|
|
|||
Gross profit
|
|
714,568
|
|
|
658,502
|
|
|
572,435
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
218,907
|
|
|
205,178
|
|
|
180,357
|
|
|||
Research and development
|
|
151,439
|
|
|
132,628
|
|
|
108,530
|
|
|||
Amortization
|
|
22,359
|
|
|
26,443
|
|
|
17,989
|
|
|||
Total operating expenses
|
|
392,705
|
|
|
364,249
|
|
|
306,876
|
|
|||
Operating income
|
|
321,863
|
|
|
294,253
|
|
|
265,559
|
|
|||
Interest expense
|
|
(1,169
|
)
|
|
(2,661
|
)
|
|
(3,332
|
)
|
|||
Interest income
|
|
2,841
|
|
|
3,360
|
|
|
3,000
|
|
|||
Other expense, net
|
|
(1,046
|
)
|
|
(1,405
|
)
|
|
(369
|
)
|
|||
Income before income tax provision
|
|
322,489
|
|
|
293,547
|
|
|
264,858
|
|
|||
Income tax provision
|
|
77,162
|
|
|
90,064
|
|
|
84,183
|
|
|||
Net income
|
|
$
|
245,327
|
|
|
$
|
203,483
|
|
|
$
|
180,675
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||||
(in thousands, except percentages)
|
2013
|
|
2012
|
|
Amount
|
|
%
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||||
Lease licenses
|
$
|
297,658
|
|
|
$
|
279,283
|
|
|
$
|
18,375
|
|
|
6.6
|
Perpetual licenses
|
231,286
|
|
|
222,587
|
|
|
8,699
|
|
|
3.9
|
|||
Software licenses
|
528,944
|
|
|
501,870
|
|
|
27,074
|
|
|
5.4
|
|||
Maintenance
|
309,085
|
|
|
275,498
|
|
|
33,587
|
|
|
12.2
|
|||
Service
|
23,231
|
|
|
20,650
|
|
|
2,581
|
|
|
12.5
|
|||
Maintenance and service
|
332,316
|
|
|
296,148
|
|
|
36,168
|
|
|
12.2
|
|||
Total revenue
|
$
|
861,260
|
|
|
$
|
798,018
|
|
|
$
|
63,242
|
|
|
7.9
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
2013
|
|
2012
|
|
Change
|
||||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
%
|
|||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software licenses
|
$
|
28,363
|
|
|
3.3
|
|
$
|
24,512
|
|
|
3.1
|
|
$
|
3,851
|
|
|
15.7
|
|
Amortization
|
38,298
|
|
|
4.4
|
|
40,889
|
|
|
5.1
|
|
(2,591
|
)
|
|
(6.3
|
)
|
|||
Maintenance and service
|
80,031
|
|
|
9.3
|
|
74,115
|
|
|
9.3
|
|
5,916
|
|
|
8.0
|
|
|||
Total cost of sales
|
146,692
|
|
|
17.0
|
|
139,516
|
|
|
17.5
|
|
7,176
|
|
|
5.1
|
|
|||
Gross profit
|
$
|
714,568
|
|
|
83.0
|
|
$
|
658,502
|
|
|
82.5
|
|
$
|
56,066
|
|
|
8.5
|
|
•
|
Increased salaries and incentive compensation of $2.2 million.
|
•
|
Increased third-party royalties of $0.9 million.
|
•
|
Increased Esterel-related costs of $0.7 million, primarily as a result of a full year of Esterel activity in 2013 as compared to five months of activity in 2012.
|
•
|
Increased salaries and headcount-related costs of $2.6 million.
|
•
|
Increased third-party technical support of $1.4 million.
|
•
|
Increased Esterel-related costs of $0.6 million, primarily as a result of a full year of Esterel activity in 2013 as compared to five months of activity in 2012.
|
•
|
Increased depreciation expense of $0.5 million.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
2013
|
|
2012
|
|
Change
|
||||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
%
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
$
|
218,907
|
|
|
25.4
|
|
$
|
205,178
|
|
|
25.7
|
|
$
|
13,729
|
|
|
6.7
|
|
Research and development
|
151,439
|
|
|
17.6
|
|
132,628
|
|
|
16.6
|
|
18,811
|
|
|
14.2
|
|
|||
Amortization
|
22,359
|
|
|
2.6
|
|
26,443
|
|
|
3.3
|
|
(4,084
|
)
|
|
(15.4
|
)
|
|||
Total operating expenses
|
$
|
392,705
|
|
|
45.6
|
|
$
|
364,249
|
|
|
45.6
|
|
$
|
28,456
|
|
|
7.8
|
|
•
|
Increased salaries of $4.9 million.
|
•
|
Increased Esterel-related expenses of $4.5 million, primarily as a result of a full year of Esterel activity in 2013 as compared to five months of activity in 2012.
|
•
|
Increased stock-based compensation of $1.6 million.
|
•
|
Increased salaries, incentive compensation and other headcount related costs of $11.0 million.
|
•
|
Increased Esterel-related expenses of $3.1 million, primarily as a result of a full year of Esterel activity in 2013 as compared to five months of activity in 2012.
|
•
|
Increased facilities and IT-related maintenance costs of $1.7 million.
|
•
|
Increased stock-based compensation of $1.4 million.
|
•
|
EVEN-related research and development expenses of $1.4 million.
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Discounted obligations
|
$
|
722
|
|
|
$
|
546
|
|
Term loan
|
230
|
|
|
1,342
|
|
||
Amortization of debt financing costs
|
149
|
|
|
698
|
|
||
Other
|
68
|
|
|
75
|
|
||
Total interest expense
|
$
|
1,169
|
|
|
$
|
2,661
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||||
(in thousands, except percentages)
|
2012
|
|
2011
|
|
Amount
|
|
%
|
||||||
Revenue:
|
|
|
|
|
|
|
|
||||||
Lease licenses
|
$
|
279,283
|
|
|
$
|
218,005
|
|
|
$
|
61,278
|
|
|
28.1
|
Perpetual licenses
|
222,587
|
|
|
207,876
|
|
|
14,711
|
|
|
7.1
|
|||
Software licenses
|
501,870
|
|
|
425,881
|
|
|
75,989
|
|
|
17.8
|
|||
Maintenance
|
275,498
|
|
|
246,546
|
|
|
28,952
|
|
|
11.7
|
|||
Service
|
20,650
|
|
|
19,022
|
|
|
1,628
|
|
|
8.6
|
|||
Maintenance and service
|
296,148
|
|
|
265,568
|
|
|
30,580
|
|
|
11.5
|
|||
Total revenue
|
$
|
798,018
|
|
|
$
|
691,449
|
|
|
$
|
106,569
|
|
|
15.4
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
2012
|
|
2011
|
|
Change
|
|||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
%
|
||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Software licenses
|
$
|
24,512
|
|
|
3.1
|
|
$
|
15,884
|
|
|
2.3
|
|
$
|
8,628
|
|
|
54.3
|
Amortization
|
40,889
|
|
|
5.1
|
|
33,728
|
|
|
4.9
|
|
7,161
|
|
|
21.2
|
|||
Maintenance and service
|
74,115
|
|
|
9.3
|
|
69,402
|
|
|
10.0
|
|
4,713
|
|
|
6.8
|
|||
Total cost of sales
|
139,516
|
|
|
17.5
|
|
119,014
|
|
|
17.2
|
|
20,502
|
|
|
17.2
|
|||
Gross profit
|
$
|
658,502
|
|
|
82.5
|
|
$
|
572,435
|
|
|
82.8
|
|
$
|
86,067
|
|
|
15.0
|
•
|
Increased Apache-related costs of $7.3 million, primarily as a result of a full year of Apache activity in 2012 as compared to five months of activity in 2011.
|
•
|
A $900,000 increase in stock-based compensation.
|
•
|
Esterel-related cost of sales of $600,000.
|
•
|
An additional $9.5 million of amortization of acquired Apache software as a result of a full year of Apache activity in 2012 as compared to five months of activity in 2011.
|
•
|
A net $2.8 million decrease in amortization of other acquired software.
|
•
|
Increased salaries and headcount-related costs of $2.3 million.
|
•
|
Increased depreciation expense of $700,000.
|
•
|
Esterel-related maintenance and service expenses of $600,000.
|
|
Year Ended December 31,
|
|
|
|
|
||||||||||||
2012
|
|
2011
|
|
Change
|
|||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
%
|
||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
$
|
205,178
|
|
|
25.7
|
|
$
|
180,357
|
|
|
26.1
|
|
$
|
24,821
|
|
|
13.8
|
Research and development
|
132,628
|
|
|
16.6
|
|
108,530
|
|
|
15.7
|
|
24,098
|
|
|
22.2
|
|||
Amortization
|
26,443
|
|
|
3.3
|
|
17,989
|
|
|
2.6
|
|
8,454
|
|
|
47.0
|
|||
Total operating expenses
|
$
|
364,249
|
|
|
45.6
|
|
$
|
306,876
|
|
|
44.4
|
|
$
|
57,373
|
|
|
18.7
|
•
|
Increased salaries and headcount-related costs of $9.6 million.
|
•
|
Increased Apache-related expenses of $6.2 million, primarily as a result of a full year of Apache activity in 2012 as compared to five months of activity in 2011.
|
•
|
Esterel-related selling, general and administrative expenses of $5.5 million.
|
•
|
Increased stock-based compensation of $2.8 million.
|
•
|
Increased Apache-related expenses of $9.2 million, primarily as a result of a full year of Apache activity in 2012 as compared to five months of activity in 2011.
|
•
|
Increased salaries and headcount-related costs of $6.6 million.
|
•
|
Increased stock-based compensation of $5.3 million.
|
•
|
Increased depreciation expense of $1.5 million.
|
•
|
Esterel-related research and development expenses of $1.4 million.
|
•
|
Decreased incentive compensation of $1.7 million.
|
•
|
An additional $9.1 million of amortization of acquired Apache intangible assets, including customer lists, contract backlog and a trade name, as a result of a full year of Apache activity in 2012 as compared to five months of activity in 2011.
|
•
|
A net $500,000 decrease in amortization of other acquired customer lists, including Esterel.
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2012
|
|
2011
|
||||
Term loan
|
$
|
1,342
|
|
|
$
|
1,605
|
|
Amortization of debt financing costs
|
698
|
|
|
953
|
|
||
Discounted obligations
|
546
|
|
|
462
|
|
||
Other
|
75
|
|
|
312
|
|
||
Total interest expense
|
$
|
2,661
|
|
|
$
|
3,332
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2013
|
|
2012
|
||||||||||||||||||||
(in thousands, except percentages and per share data)
|
As
Reported
|
|
Adjustments
|
|
Non-GAAP
Results
|
|
As
Reported
|
|
Adjustments
|
|
Non-GAAP
Results
|
||||||||||||
Total revenue
|
$
|
861,260
|
|
|
$
|
4,632
|
|
(1)
|
$
|
865,892
|
|
|
$
|
798,018
|
|
|
$
|
9,636
|
|
(4)
|
$
|
807,654
|
|
Operating income
|
321,863
|
|
|
101,232
|
|
(2)
|
423,095
|
|
|
294,253
|
|
|
110,290
|
|
(5)
|
404,543
|
|
||||||
Operating profit margin
|
37.4
|
%
|
|
|
|
48.9
|
%
|
|
36.9
|
%
|
|
|
|
50.1
|
%
|
||||||||
Net income
|
$
|
245,327
|
|
|
$
|
66,197
|
|
(3)
|
$
|
311,524
|
|
|
$
|
203,483
|
|
|
$
|
73,304
|
|
(6)
|
$
|
276,787
|
|
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per share
|
$
|
2.58
|
|
|
|
|
$
|
3.27
|
|
|
$
|
2.14
|
|
|
|
|
$
|
2.91
|
|
||||
Weighted average shares – diluted
|
95,139
|
|
|
|
|
95,139
|
|
|
94,954
|
|
|
|
|
94,954
|
|
(1)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with accounting for deferred revenue in business combinations.
|
(2)
|
Amount represents
$60.7 million
of amortization expense associated with intangible assets acquired in business combinations,
$35.3 million
of stock-based compensation expense, the
$4.6 million
adjustment to revenue as reflected in (1) above and
$0.6 million
of transaction expenses related to business combinations.
|
(3)
|
Amount represents the impact of the adjustments to operating income referred to in (2) above, adjusted for the related income tax impact of
$35.0 million
.
|
(4)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with accounting for deferred revenue in business combinations.
|
(5)
|
Amount represents
$67.3 million
of amortization expense associated with intangible assets acquired in business combinations,
$32.4 million
of stock-based compensation expense, the
$9.6 million
adjustment to revenue as reflected in (4) above and
$0.9 million
of transaction expenses related to the Esterel acquisition.
|
(6)
|
Amount represents the impact of the adjustments to operating income referred to in (5) above, adjusted for the related income tax impact of
$37.0 million
.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2012
|
|
2011
|
||||||||||||||||||||
(in thousands, except percentages and per share data)
|
As
Reported
|
|
Adjustments
|
|
Non-GAAP
Results
|
|
As
Reported
|
|
Adjustments
|
|
Non-GAAP
Results
|
||||||||||||
Total revenue
|
$
|
798,018
|
|
|
$
|
9,636
|
|
(1)
|
$
|
807,654
|
|
|
$
|
691,449
|
|
|
$
|
9,621
|
|
(4)
|
$
|
701,070
|
|
Operating income
|
294,253
|
|
|
110,290
|
|
(2)
|
404,543
|
|
|
265,559
|
|
|
86,550
|
|
(5)
|
352,109
|
|
||||||
Operating profit margin
|
36.9
|
%
|
|
|
|
50.1
|
%
|
|
38.4
|
%
|
|
|
|
50.2
|
%
|
||||||||
Net income
|
$
|
203,483
|
|
|
$
|
73,304
|
|
(3)
|
$
|
276,787
|
|
|
$
|
180,675
|
|
|
$
|
58,301
|
|
(6)
|
$
|
238,976
|
|
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Diluted earnings per share
|
$
|
2.14
|
|
|
|
|
$
|
2.91
|
|
|
$
|
1.91
|
|
|
|
|
$
|
2.53
|
|
||||
Weighted average shares – diluted
|
94,954
|
|
|
|
|
94,954
|
|
|
94,381
|
|
|
|
|
94,381
|
|
(1)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with accounting for deferred revenue in business combinations.
|
(2)
|
Amount represents $67.3 million of amortization expense associated with intangible assets acquired in business combinations, $32.4 million of stock-based compensation expense, the $9.6 million adjustment to revenue as reflected in (1) above and $0.9 million of transaction expenses related to the Esterel acquisition.
|
(3)
|
Amount represents the impact of the adjustments to operating income referred to in (2) above, adjusted for the related income tax impact of $37.0 million.
|
(4)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with accounting for deferred revenue in business combinations.
|
(5)
|
Amount represents $51.7 million of amortization expense associated with intangible assets acquired in business combinations, $23.1 million of stock-based compensation expense, the $9.6 million adjustment to revenue as reflected in (4) above and $2.1 million of transaction expenses related to the Apache acquisition.
|
(6)
|
Amount represents the impact of the adjustments to operating income referred to in (5) above, adjusted for the related income tax impact of $28.2 million.
|
|
|
As of December 31,
|
|
Change
|
|||||||
(in thousands)
|
|
2013
|
2012
|
|
2013 vs. 2012
|
||||||
Cash, cash equivalents and short-term investments
|
|
$
|
742,986
|
|
$
|
577,155
|
|
|
$
|
165,831
|
|
Working capital
|
|
$
|
627,165
|
|
$
|
435,972
|
|
|
$
|
191,193
|
|
|
As of December 31,
|
||||||||||||
(in thousands)
|
2013
|
|
% of Total
|
|
2012
|
|
% of Total
|
||||||
Cash, cash equivalents and short-term investments held domestically
|
$
|
530,680
|
|
|
71.4
|
%
|
|
$
|
399,295
|
|
|
69.2
|
%
|
Cash, cash equivalents and short-term investments held by foreign subsidiaries
|
212,306
|
|
|
28.6
|
%
|
|
177,860
|
|
|
30.8
|
%
|
||
Total
|
$
|
742,986
|
|
|
|
|
$
|
577,155
|
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||
(in thousands)
|
|
2013
|
2012
|
2011
|
|
2013 vs. 2012
|
2012 vs. 2011
|
||||||||||
Net cash provided by operating activities
|
|
$
|
332,983
|
|
$
|
298,415
|
|
$
|
307,661
|
|
|
$
|
34,568
|
|
$
|
(9,246
|
)
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||
(in thousands)
|
|
2013
|
2012
|
2011
|
|
2013 vs. 2012
|
2012 vs. 2011
|
||||||||||
Net cash used in investing activities
|
|
$
|
(33,177
|
)
|
$
|
(68,956
|
)
|
$
|
(291,643
|
)
|
|
$
|
35,779
|
|
$
|
222,687
|
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||
(in thousands)
|
|
2013
|
2012
|
2011
|
|
2013 vs. 2012
|
2012 vs. 2011
|
||||||||||
Net cash used in financing activities
|
|
$
|
(129,759
|
)
|
$
|
(124,846
|
)
|
$
|
(9,676
|
)
|
|
$
|
(4,913
|
)
|
$
|
(115,170
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
|
Total
|
|
Within 1 year
|
|
2 – 3 years
|
|
4 – 5 years
|
|
After 5 years
|
||||||||||
Global headquarters operating leases
(1)
|
|
$
|
68,389
|
|
|
$
|
1,429
|
|
|
$
|
8,556
|
|
|
$
|
8,556
|
|
|
$
|
49,848
|
|
Other operating leases
(2)
|
|
35,890
|
|
|
11,401
|
|
|
12,045
|
|
|
5,249
|
|
|
7,195
|
|
|||||
Unconditional purchase obligations
(3)
|
|
3,860
|
|
|
2,872
|
|
|
988
|
|
|
—
|
|
|
—
|
|
|||||
Obligations related to uncertain tax positions, including interest and penalties
(4)
|
|
933
|
|
|
933
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term obligations
(5)
|
|
35,463
|
|
|
11,140
|
|
|
17,457
|
|
|
3,780
|
|
|
3,086
|
|
|||||
Total contractual obligations
|
|
$
|
144,535
|
|
|
$
|
27,775
|
|
|
$
|
39,046
|
|
|
$
|
17,585
|
|
|
$
|
60,129
|
|
(1)
|
On September 14, 2012, the Company entered into a lease agreement for a to-be-built office facility in Canonsburg, Pennsylvania, which will serve as the Company's new headquarters. The lease was effective as of September 14, 2012, but because the premises are under construction, the Company will not be obligated to pay rent until January 1, 2015. The term of the lease is 183 months, beginning on the date the Company takes possession of the facility. The Company shall have a one-time right to terminate the lease effective upon the last day of the tenth full year following the date of possession (anticipated to be December 31, 2025), by providing the landlord with at least 18 months' prior written notice of such termination. The Company's lease for its existing headquarters expires on December 31, 2014.
|
(2)
|
Other operating leases primarily include noncancellable lease commitments for the Company’s other domestic and international offices as well as certain operating equipment.
|
(3)
|
Unconditional purchase obligations primarily include software licenses and long-term purchase contracts for network, communication and office maintenance services, which are unrecorded as of December 31, 2013.
|
(4)
|
The Company has $17.9 million of unrecognized tax benefits, including estimated interest and penalties, that have been recorded as liabilities in accordance with income tax accounting guidance for which the Company is uncertain as to if or when such amounts may be settled. As a result, such amounts are excluded from the table above.
|
(5)
|
Primarily includes deferred compensation of $20.0 million (including estimated imputed interest of $250,000 within 1 year, $580,000 within 2-3 years and $90,000 within 4-5 years), contingent consideration of $8.0 million (including estimated imputed interest of $360,000 within 1 year and $740,000 within 2-3 years) and pension obligations of $5.4 million for certain foreign locations of the Company.
|
|
|
Year Ended December 31,
|
||||
|
|
2013
|
|
2012
|
|
2011
|
Risk-free interest rate
|
|
0.68% to 1.48%
|
|
0.59% to 1.04%
|
|
0.91% to 2.11%
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
Expected volatility
|
|
37%
|
|
38%
|
|
39%
|
Expected term
|
|
5.8 years
|
|
6.0 years
|
|
5.8 years
|
Weighted average fair value per share
|
|
$29.85
|
|
$24.82
|
|
$25.84
|
|
Year Ended December 31,
|
||||
Assumption used in Monte Carlo lattice pricing model
|
2013
|
|
2012
|
|
2011
|
Risk-free interest rate
|
0.35%
|
|
0.16%
|
|
1.35%
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Expected volatility—ANSYS Stock Price
|
25%
|
|
28%
|
|
40%
|
Expected volatility—NASDAQ Composite Index
|
20%
|
|
20%
|
|
25%
|
Expected term
|
2.8 years
|
|
2.8 years
|
|
2.9 years
|
Correlation factor
|
0.70
|
|
0.75
|
|
0.70
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
(in thousands)
|
|
Interest
Expense
|
|
Amortization
|
|
Interest
Expense
|
|
Amortization
|
|
Interest
Expense
|
|
Amortization
|
||||||||||||
July 31, 2008 term loan
|
|
$
|
230
|
|
|
$
|
149
|
|
|
$
|
1,342
|
|
|
$
|
698
|
|
|
$
|
1,605
|
|
|
$
|
953
|
|
|
Average Exchange Rates
|
|||||||
Twelve Months Ended
|
GBP/USD
|
|
EUR/USD
|
|
USD/JPY
|
|||
December 31, 2011
|
1.604
|
|
|
1.392
|
|
|
79.659
|
|
December 31, 2012
|
1.580
|
|
|
1.286
|
|
|
79.794
|
|
December 31, 2013
|
1.565
|
|
|
1.328
|
|
|
97.463
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Fiscal Quarter Ended
|
||||||||||||||
(in thousands, except per share data)
|
|
December 31,
2013 |
|
September 30,
2013 |
|
June 30,
2013 |
|
March 31,
2013 |
||||||||
Revenue
|
|
$
|
236,020
|
|
|
$
|
212,658
|
|
|
$
|
214,850
|
|
|
$
|
197,732
|
|
Gross profit
|
|
197,411
|
|
|
177,489
|
|
|
178,170
|
|
|
161,498
|
|
||||
Operating income
|
|
92,252
|
|
|
81,637
|
|
|
78,425
|
|
|
69,549
|
|
||||
Net income
|
|
75,929
|
|
|
62,430
|
|
|
55,945
|
|
|
51,023
|
|
||||
Earnings per share – basic
|
|
$
|
0.82
|
|
|
$
|
0.67
|
|
|
$
|
0.60
|
|
|
$
|
0.55
|
|
Earnings per share – diluted
|
|
$
|
0.80
|
|
|
$
|
0.66
|
|
|
$
|
0.59
|
|
|
$
|
0.54
|
|
|
|
Fiscal Quarter Ended
|
||||||||||||||
(in thousands, except per share data)
|
|
December 31,
2012 |
|
September 30,
2012 |
|
June 30,
2012 |
|
March 31,
2012 |
||||||||
Revenue
|
|
$
|
220,748
|
|
|
$
|
196,909
|
|
|
$
|
195,016
|
|
|
$
|
185,345
|
|
Gross profit
|
|
184,067
|
|
|
163,153
|
|
|
160,279
|
|
|
151,003
|
|
||||
Operating income
|
|
81,639
|
|
|
73,652
|
|
|
71,134
|
|
|
67,828
|
|
||||
Net income
|
|
56,063
|
|
|
51,619
|
|
|
50,262
|
|
|
45,539
|
|
||||
Earnings per share – basic
|
|
$
|
0.61
|
|
|
$
|
0.56
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
Earnings per share – diluted
|
|
$
|
0.59
|
|
|
$
|
0.54
|
|
|
$
|
0.53
|
|
|
$
|
0.48
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
Documents Filed as Part of this Annual Report on Form 10-K:
|
1.
|
Financial Statements:
The following consolidated financial statements and reports of independent registered public accounting firm are filed as part of this report:
|
-
|
||
-
|
||
-
|
||
-
|
||
-
|
||
-
|
||
-
|
||
-
|
2.
|
Financial Statement Schedule:
The following financial statement schedule is filed as part of this report and should be read in conjunction with the consolidated financial statements.
|
3.
|
Exhibits:
The Exhibits listed in the accompanying Exhibit Index immediately following the financial statement schedule are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
|
(b)
|
Exhibits:
|
1.
|
Financial Statement Schedule
|
/s/ J
AMES
E. C
ASHMAN
III
|
|
/s/ M
ARIA
T. S
HIELDS
|
James E. Cashman III
|
|
Maria T. Shields
|
President and Chief Executive Officer
|
|
Chief Financial Officer
|
February 27, 2014
|
|
February 27, 2014
|
|
/s/ Deloitte & Touche LLP
|
Pittsburgh, Pennsylvania
|
February 27, 2014
|
|
/s/ Deloitte & Touche LLP
|
Pittsburgh, Pennsylvania
|
February 27, 2014
|
|
December 31,
|
||||||
(in thousands, except share and per share data)
|
2013
|
|
2012
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
742,486
|
|
|
$
|
576,703
|
|
Short-term investments
|
500
|
|
|
452
|
|
||
Accounts receivable, less allowance for doubtful accounts of $5,700 and $4,800, respectively
|
97,845
|
|
|
96,598
|
|
||
Other receivables and current assets
|
200,734
|
|
|
216,268
|
|
||
Deferred income taxes
|
26,031
|
|
|
23,338
|
|
||
Total current assets
|
1,067,596
|
|
|
913,359
|
|
||
Property and equipment, net
|
60,538
|
|
|
52,253
|
|
||
Construction in progress - leased facility
|
18,136
|
|
|
—
|
|
||
Goodwill
|
1,255,704
|
|
|
1,251,247
|
|
||
Other intangible assets, net
|
291,390
|
|
|
351,173
|
|
||
Other long-term assets
|
10,586
|
|
|
24,393
|
|
||
Deferred income taxes
|
18,432
|
|
|
14,992
|
|
||
Total assets
|
$
|
2,722,382
|
|
|
$
|
2,607,417
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Current portion of long-term debt and capital lease obligations
|
$
|
—
|
|
|
$
|
53,149
|
|
Accounts payable
|
7,939
|
|
|
4,924
|
|
||
Accrued bonuses and commissions
|
43,992
|
|
|
42,601
|
|
||
Accrued income taxes
|
9,333
|
|
|
8,182
|
|
||
Deferred income taxes
|
49
|
|
|
1,409
|
|
||
Other accrued expenses and liabilities
|
69,343
|
|
|
61,329
|
|
||
Deferred revenue
|
309,775
|
|
|
305,793
|
|
||
Total current liabilities
|
440,431
|
|
|
477,387
|
|
||
Long-term liabilities:
|
|
|
|
||||
Non-cash obligations for construction in progress - leased facility
|
18,136
|
|
|
—
|
|
||
Deferred income taxes
|
66,899
|
|
|
92,822
|
|
||
Other long-term liabilities
|
60,670
|
|
|
96,917
|
|
||
Total long-term liabilities
|
145,705
|
|
|
189,739
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.01 par value; 2,000,000 shares authorized; zero shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value; 300,000,000 shares authorized; 93,236,023 and 93,201,905 shares issued, respectively
|
932
|
|
|
932
|
|
||
Additional paid-in capital
|
926,031
|
|
|
927,368
|
|
||
Retained earnings
|
1,284,818
|
|
|
1,039,491
|
|
||
Treasury stock, at cost: 917,937 and 536,231 shares, respectively
|
(72,891
|
)
|
|
(36,151
|
)
|
||
Accumulated other comprehensive (loss) income
|
(2,644
|
)
|
|
8,651
|
|
||
Total stockholders’ equity
|
2,136,246
|
|
|
1,940,291
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,722,382
|
|
|
$
|
2,607,417
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2013
|
|
2012
|
|
2011
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Software licenses
|
$
|
528,944
|
|
|
$
|
501,870
|
|
|
$
|
425,881
|
|
Maintenance and service
|
332,316
|
|
|
296,148
|
|
|
265,568
|
|
|||
Total revenue
|
861,260
|
|
|
798,018
|
|
|
691,449
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
Software licenses
|
28,363
|
|
|
24,512
|
|
|
15,884
|
|
|||
Amortization
|
38,298
|
|
|
40,889
|
|
|
33,728
|
|
|||
Maintenance and service
|
80,031
|
|
|
74,115
|
|
|
69,402
|
|
|||
Total cost of sales
|
146,692
|
|
|
139,516
|
|
|
119,014
|
|
|||
Gross profit
|
714,568
|
|
|
658,502
|
|
|
572,435
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
218,907
|
|
|
205,178
|
|
|
180,357
|
|
|||
Research and development
|
151,439
|
|
|
132,628
|
|
|
108,530
|
|
|||
Amortization
|
22,359
|
|
|
26,443
|
|
|
17,989
|
|
|||
Total operating expenses
|
392,705
|
|
|
364,249
|
|
|
306,876
|
|
|||
Operating income
|
321,863
|
|
|
294,253
|
|
|
265,559
|
|
|||
Interest expense
|
(1,169
|
)
|
|
(2,661
|
)
|
|
(3,332
|
)
|
|||
Interest income
|
2,841
|
|
|
3,360
|
|
|
3,000
|
|
|||
Other expense, net
|
(1,046
|
)
|
|
(1,405
|
)
|
|
(369
|
)
|
|||
Income before income tax provision
|
322,489
|
|
|
293,547
|
|
|
264,858
|
|
|||
Income tax provision
|
77,162
|
|
|
90,064
|
|
|
84,183
|
|
|||
Net income
|
$
|
245,327
|
|
|
$
|
203,483
|
|
|
$
|
180,675
|
|
Earnings per share – basic:
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
2.65
|
|
|
$
|
2.20
|
|
|
$
|
1.96
|
|
Weighted average shares – basic
|
92,691
|
|
|
92,622
|
|
|
92,120
|
|
|||
Earnings per share – diluted:
|
|
|
|
|
|
||||||
Diluted earnings per share
|
$
|
2.58
|
|
|
$
|
2.14
|
|
|
$
|
1.91
|
|
Weighted average shares – diluted
|
95,139
|
|
|
94,954
|
|
|
94,381
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
$
|
245,327
|
|
|
$
|
203,483
|
|
|
$
|
180,675
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(11,295
|
)
|
|
(3,225
|
)
|
|
(5,086
|
)
|
|||
Comprehensive income
|
$
|
234,032
|
|
|
$
|
200,258
|
|
|
$
|
175,589
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
245,327
|
|
|
$
|
203,483
|
|
|
$
|
180,675
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
80,701
|
|
|
85,422
|
|
|
65,955
|
|
|||
Deferred income tax benefit
|
(24,025
|
)
|
|
(18,896
|
)
|
|
(3,021
|
)
|
|||
Provision for bad debts
|
1,465
|
|
|
938
|
|
|
404
|
|
|||
Stock-based compensation expense
|
35,298
|
|
|
32,415
|
|
|
23,088
|
|
|||
Excess tax benefits from stock options
|
(9,971
|
)
|
|
(13,888
|
)
|
|
(10,046
|
)
|
|||
Other
|
73
|
|
|
69
|
|
|
180
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(2,983
|
)
|
|
(12,401
|
)
|
|
(8,086
|
)
|
|||
Other receivables and current assets
|
(44,162
|
)
|
|
(50,485
|
)
|
|
(16,926
|
)
|
|||
Other long-term assets
|
(462
|
)
|
|
5,027
|
|
|
(1,390
|
)
|
|||
Accounts payable, accrued expenses and current liabilities
|
15,737
|
|
|
9,548
|
|
|
18,222
|
|
|||
Accrued income taxes
|
11,876
|
|
|
14,616
|
|
|
9,668
|
|
|||
Deferred revenue
|
42,105
|
|
|
47,748
|
|
|
49,973
|
|
|||
Other long-term liabilities
|
(17,996
|
)
|
|
(5,181
|
)
|
|
(1,035
|
)
|
|||
Net cash provided by operating activities
|
332,983
|
|
|
298,415
|
|
|
307,661
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(4,224
|
)
|
|
(45,075
|
)
|
|
(269,486
|
)
|
|||
Capital expenditures
|
(28,848
|
)
|
|
(23,977
|
)
|
|
(22,063
|
)
|
|||
Purchases of short-term investments
|
(261
|
)
|
|
(228
|
)
|
|
(351
|
)
|
|||
Maturities of short-term investments
|
156
|
|
|
324
|
|
|
257
|
|
|||
Net cash used in investing activities
|
(33,177
|
)
|
|
(68,956
|
)
|
|
(291,643
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Principal payments on long-term debt
|
(53,149
|
)
|
|
(74,408
|
)
|
|
(31,889
|
)
|
|||
Principal payments on capital leases
|
—
|
|
|
(14
|
)
|
|
(87
|
)
|
|||
Purchase of treasury stock
|
(116,132
|
)
|
|
(95,477
|
)
|
|
(12,704
|
)
|
|||
Restricted stock withholding taxes paid in lieu of issued shares
|
(4,269
|
)
|
|
—
|
|
|
—
|
|
|||
Contingent consideration payments
|
(3,174
|
)
|
|
(3,241
|
)
|
|
—
|
|
|||
Proceeds from issuance of common stock under Employee Stock Purchase Plan
|
2,987
|
|
|
2,446
|
|
|
2,167
|
|
|||
Proceeds from exercise of stock options
|
34,007
|
|
|
31,960
|
|
|
22,791
|
|
|||
Excess tax benefits from stock options
|
9,971
|
|
|
13,888
|
|
|
10,046
|
|
|||
Net cash used in financing activities
|
(129,759
|
)
|
|
(124,846
|
)
|
|
(9,676
|
)
|
|||
Effect of exchange rate fluctuations on cash and cash equivalents
|
(4,264
|
)
|
|
262
|
|
|
(6,993
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
165,783
|
|
|
104,875
|
|
|
(651
|
)
|
|||
Cash and cash equivalents, beginning of period
|
576,703
|
|
|
471,828
|
|
|
472,479
|
|
|||
Cash and cash equivalents, end of period
|
$
|
742,486
|
|
|
$
|
576,703
|
|
|
$
|
471,828
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
97,706
|
|
|
$
|
103,196
|
|
|
$
|
64,731
|
|
Interest paid
|
736
|
|
|
1,970
|
|
|
1,858
|
|
|||
Construction in progress - leased facility
|
18,136
|
|
|
—
|
|
|
—
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Stockholders'
Equity
|
||||||||||||||||||
(in thousands)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
|||||||||||||||||||||
Balance, January 1, 2011
|
91,647
|
|
|
$
|
916
|
|
|
$
|
856,718
|
|
|
$
|
655,333
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
16,962
|
|
|
$
|
1,529,929
|
|
Treasury shares acquired
|
|
|
|
|
|
|
|
|
247
|
|
|
(12,704
|
)
|
|
|
|
(12,704
|
)
|
|||||||||||
Stock-based compensation awards issued in Apache acquisition
|
|
|
|
|
3,170
|
|
|
|
|
|
|
|
|
|
|
3,170
|
|
||||||||||||
Stock-based compensation activity, including tax benefit of $9,984
|
955
|
|
|
10
|
|
|
43,608
|
|
|
|
|
(247
|
)
|
|
12,704
|
|
|
|
|
56,322
|
|
||||||||
Issuance of common stock under Employee Stock Purchase Plan
|
50
|
|
|
1
|
|
|
2,166
|
|
|
|
|
|
|
|
|
|
|
|
|
2,167
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,086
|
)
|
|
(5,086
|
)
|
||||||||||||
Net income for the year
|
|
|
|
|
|
|
180,675
|
|
|
|
|
|
|
|
|
180,675
|
|
||||||||||||
Balance, December 31, 2011
|
92,652
|
|
|
927
|
|
|
905,662
|
|
|
836,008
|
|
|
—
|
|
|
—
|
|
|
11,876
|
|
|
1,754,473
|
|
||||||
Treasury shares acquired
|
|
|
|
|
|
|
|
|
1,500
|
|
|
(95,477
|
)
|
|
|
|
(95,477
|
)
|
|||||||||||
Stock-based compensation activity, including tax benefit of $14,216
|
525
|
|
|
5
|
|
|
20,791
|
|
|
|
|
(939
|
)
|
|
57,795
|
|
|
|
|
78,591
|
|
||||||||
Issuance of common stock under Employee Stock Purchase Plan
|
25
|
|
|
|
|
915
|
|
|
|
|
(25
|
)
|
|
1,531
|
|
|
|
|
2,446
|
|
|||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,225
|
)
|
|
(3,225
|
)
|
||||||||||||
Net income for the year
|
|
|
|
|
|
|
203,483
|
|
|
|
|
|
|
|
|
203,483
|
|
||||||||||||
Balance, December 31, 2012
|
93,202
|
|
|
932
|
|
|
927,368
|
|
|
1,039,491
|
|
|
536
|
|
|
(36,151
|
)
|
|
8,651
|
|
|
1,940,291
|
|
||||||
Treasury shares acquired
|
|
|
|
|
|
|
|
|
1,494
|
|
|
(116,132
|
)
|
|
|
|
(116,132
|
)
|
|||||||||||
Stock-based compensation activity, including tax benefit of $10,033
|
34
|
|
|
|
|
|
(806
|
)
|
|
|
|
(1,063
|
)
|
|
75,874
|
|
|
|
|
75,068
|
|
||||||||
Issuance of common stock under Employee Stock Purchase Plan
|
|
|
|
|
|
|
(531
|
)
|
|
|
|
(49
|
)
|
|
3,518
|
|
|
|
|
2,987
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,295
|
)
|
|
(11,295
|
)
|
||||||||||||
Net income for the year
|
|
|
|
|
|
|
245,327
|
|
|
|
|
|
|
|
|
245,327
|
|
||||||||||||
Balance, December 31, 2013
|
93,236
|
|
|
$
|
932
|
|
|
$
|
926,031
|
|
|
$
|
1,284,818
|
|
|
918
|
|
|
$
|
(72,891
|
)
|
|
$
|
(2,644
|
)
|
|
$
|
2,136,246
|
|
1.
|
Organization
|
2.
|
Accounting Policies
|
•
|
Allowances for doubtful accounts receivable
|
•
|
Income tax accruals
|
•
|
Uncertain tax positions
|
•
|
Tax valuation reserves
|
•
|
Fair value of stock-based compensation
|
•
|
Contract revenue
|
•
|
Useful lives for depreciation and amortization
|
•
|
Valuations of goodwill and other intangible assets
|
•
|
Contingent consideration
|
•
|
Deferred compensation
|
•
|
Loss contingencies
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||
(in thousands, except percentages)
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
||||
Cash accounts
|
$
|
439,348
|
|
|
59.2
|
|
$
|
369,724
|
|
|
64.1
|
Money market mutual funds
|
303,138
|
|
|
40.8
|
|
206,979
|
|
|
35.9
|
||
Total
|
$
|
742,486
|
|
|
|
|
$
|
576,703
|
|
|
|
|
|
Year Ended December 31,
|
|||||||
(as a % of revenue, except customer data)
|
|
2013
|
|
2012
|
|
2011
|
|||
Revenue from channel partners
|
|
25
|
%
|
|
26
|
%
|
|
26
|
%
|
Largest channel partner
|
|
6
|
%
|
|
6
|
%
|
|
4
|
%
|
2
nd
largest channel partner
|
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
|
As of December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
Cash and cash equivalents held domestically
|
$
|
530,680
|
|
|
$
|
399,295
|
|
Cash and cash equivalents held by foreign subsidiaries
|
211,806
|
|
|
177,408
|
|
||
Cash and cash equivalents held in excess of deposit insurance, foreign and domestic
|
717,589
|
|
|
559,023
|
|
||
Cash and cash equivalents held with one U.S. financial institution, foreign and domestic
|
378,562
|
|
|
296,270
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Net income
|
|
$
|
245,327
|
|
|
$
|
203,483
|
|
|
$
|
180,675
|
|
Weighted average shares outstanding – basic
|
|
92,691
|
|
|
92,622
|
|
|
92,120
|
|
|||
Dilutive effect of stock plans
|
|
2,448
|
|
|
2,332
|
|
|
2,261
|
|
|||
Weighted average shares outstanding – diluted
|
|
95,139
|
|
|
94,954
|
|
|
94,381
|
|
|||
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
2.65
|
|
|
$
|
2.20
|
|
|
$
|
1.96
|
|
Diluted earnings per share
|
|
$
|
2.58
|
|
|
$
|
2.14
|
|
|
$
|
1.91
|
|
Anti-dilutive options
|
|
885
|
|
|
1,506
|
|
|
1,421
|
|
3.
|
Acquisitions
|
(in thousands)
|
|
||
Cash
|
$
|
58,150
|
|
(dollars in thousands)
|
|
||
Cash
|
$
|
13,075
|
|
Accounts receivable and other tangible assets
|
4,737
|
|
|
Customer relationships (12-year life)
|
21,421
|
|
|
Developed software (10-year life)
|
10,717
|
|
|
Platform trade name (indefinite life)
|
2,695
|
|
|
Accounts payable and other liabilities
|
(4,707
|
)
|
|
Deferred revenue
|
(1,139
|
)
|
|
Net deferred tax liabilities
|
(7,096
|
)
|
|
Total identifiable net assets
|
$
|
39,703
|
|
Goodwill
|
$
|
18,447
|
|
(dollars in thousands)
|
|
||
Cash and short-term investments
|
$
|
31,948
|
|
Accounts receivable and other tangible assets
|
6,011
|
|
|
Developed software (7-year life)
|
82,500
|
|
|
Customer relationships (15-year life)
|
36,100
|
|
|
Contract backlog (3-year life)
|
13,500
|
|
|
Platform trade names (indefinite lives)
|
21,900
|
|
|
Apache trade name (6-year life)
|
2,100
|
|
|
Accounts payable and other liabilities
|
(16,867
|
)
|
|
Deferred revenue
|
(10,100
|
)
|
|
Net deferred tax liabilities
|
(47,229
|
)
|
|
Total identifiable net assets
|
$
|
119,863
|
|
Goodwill
|
$
|
194,114
|
|
4.
|
Other Current Assets
|
5.
|
Other Long-Term Liabilities
|
6.
|
Property and Equipment
|
|
|
|
|
December 31,
|
||||||
(dollars in thousands)
|
|
Estimated Useful Lives
|
|
2013
|
|
2012
|
||||
Equipment
|
|
1-10 years
|
|
$
|
68,970
|
|
|
$
|
59,580
|
|
Computer software
|
|
1-5 years
|
|
27,647
|
|
|
26,864
|
|
||
Buildings
|
|
10-40 years
|
|
24,325
|
|
|
15,122
|
|
||
Leasehold improvements
|
|
1-10 years
|
|
8,125
|
|
|
7,334
|
|
||
Furniture
|
|
1-10 years
|
|
4,973
|
|
|
4,457
|
|
||
Land
|
|
|
|
2,178
|
|
|
2,178
|
|
||
|
|
|
|
136,218
|
|
|
115,535
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
|
(75,680
|
)
|
|
(63,282
|
)
|
||
|
|
|
|
$
|
60,538
|
|
|
$
|
52,253
|
|
7.
|
Goodwill and Intangible Assets
|
|
December 31, 2013
|
|
December 31, 2012
|
||||||||||||
(dollars in thousands)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Developed software and core technologies (5 – 10 years)
|
$
|
300,493
|
|
|
$
|
(203,236
|
)
|
|
$
|
298,802
|
|
|
$
|
(175,988
|
)
|
Customer lists and contract backlog (3 – 15 years)
|
237,173
|
|
|
(119,368
|
)
|
|
241,721
|
|
|
(100,702
|
)
|
||||
Trade names (6 – 10 years)
|
102,651
|
|
|
(50,990
|
)
|
|
102,629
|
|
|
(40,436
|
)
|
||||
Total
|
$
|
640,317
|
|
|
$
|
(373,594
|
)
|
|
$
|
643,152
|
|
|
$
|
(317,126
|
)
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trade names
|
$
|
24,667
|
|
|
|
|
$
|
25,147
|
|
|
|
(in thousands)
|
2013
|
|
2012
|
||||
Beginning balance - January 1
|
$
|
1,251,247
|
|
|
$
|
1,225,375
|
|
Acquisitions of EVEN and Esterel, respectively
|
5,936
|
|
|
20,866
|
|
||
Currency translation and other
|
(1,479
|
)
|
|
5,006
|
|
||
Ending balance - December 31
|
$
|
1,255,704
|
|
|
$
|
1,251,247
|
|
8.
|
Long-Term Debt
|
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||||||||||
(in thousands)
|
|
Interest
Expense
|
|
Amortization
|
|
Interest
Expense
|
|
Amortization
|
|
Interest
Expense
|
|
Amortization
|
||||||||||||
July 31, 2008 term loan
|
|
$
|
230
|
|
|
$
|
149
|
|
|
$
|
1,342
|
|
|
$
|
698
|
|
|
$
|
1,605
|
|
|
$
|
953
|
|
9.
|
Fair Value Measurement
|
•
|
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
•
|
Level 2: quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument; or
|
•
|
Level 3: unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.
|
|
|
|
Fair Value Measurements at Reporting Date Using:
|
||||||||||||
(in thousands)
|
December 31, 2013
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
303,138
|
|
|
$
|
303,138
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments
|
$
|
500
|
|
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Contingent consideration
|
$
|
(7,389
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,389
|
)
|
Deferred compensation
|
$
|
(704
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(704
|
)
|
|
Fair Value Measurement Using
Significant Unobservable Inputs
|
||||||
(in thousands)
|
Contingent
Consideration
|
|
Deferred
Compensation
|
||||
Balance as of January 1, 2012
|
$
|
9,571
|
|
|
$
|
2,073
|
|
Contingent payments
|
(3,288
|
)
|
|
(712
|
)
|
||
Interest expense included in earnings
|
153
|
|
|
33
|
|
||
Balance as of December 31, 2012
|
$
|
6,436
|
|
|
$
|
1,394
|
|
EVEN contingent consideration
|
3,597
|
|
|
—
|
|
||
Contingent payments
|
(3,288
|
)
|
|
(712
|
)
|
||
Interest expense and foreign exchange activity included in earnings
|
644
|
|
|
22
|
|
||
Balance as of December 31, 2013
|
$
|
7,389
|
|
|
$
|
704
|
|
10.
|
Income Taxes
|
|
|
Year Ended December 31,
|
|||||||
|
|
2013
|
|
2012
|
|
2011
|
|||
Federal statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
|
1.1
|
|
|
1.2
|
|
|
1.1
|
|
Stock-based compensation
|
|
0.9
|
|
|
1.0
|
|
|
1.0
|
|
Changes in tax rates
|
|
0.3
|
|
|
0.8
|
|
|
2.2
|
|
Net (benefit) tax of unrepatriated earnings
|
|
(0.9
|
)
|
|
0.7
|
|
|
—
|
|
Uncertain tax positions
|
|
(3.7
|
)
|
|
0.3
|
|
|
0.2
|
|
Research and experimentation credits
|
|
(2.0
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
Adjustments of prior year taxes
|
|
(0.1
|
)
|
|
(1.3
|
)
|
|
(0.3
|
)
|
Foreign rate differential
|
|
(0.9
|
)
|
|
(1.9
|
)
|
|
(1.1
|
)
|
Benefit from restructuring activities
|
|
(2.8
|
)
|
|
(3.1
|
)
|
|
(3.5
|
)
|
Domestic production activity benefit
|
|
(3.3
|
)
|
|
(3.3
|
)
|
|
(2.9
|
)
|
Other
|
|
0.3
|
|
|
1.4
|
|
|
1.0
|
|
|
|
23.9
|
%
|
|
30.7
|
%
|
|
31.8
|
%
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2013
|
|
2012
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
26,204
|
|
|
$
|
26,228
|
|
Employee benefits
|
|
18,824
|
|
|
17,670
|
|
||
Stock-based compensation
|
|
20,006
|
|
|
16,092
|
|
||
Foreign tax credits
|
|
403
|
|
|
558
|
|
||
Other accruals not currently deductible
|
|
1,165
|
|
|
1,207
|
|
||
Research and development credits
|
|
2,331
|
|
|
2,254
|
|
||
Uncertain tax positions
|
|
7,977
|
|
|
7,790
|
|
||
Deferred revenue
|
|
7,816
|
|
|
5,139
|
|
||
Allowance for doubtful accounts
|
|
2,014
|
|
|
1,661
|
|
||
Other
|
|
1,953
|
|
|
2,227
|
|
||
Valuation allowance
|
|
(392
|
)
|
|
(14
|
)
|
||
|
|
88,301
|
|
|
80,812
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Other intangible assets
|
|
(106,115
|
)
|
|
(128,671
|
)
|
||
Property and equipment
|
|
(4,556
|
)
|
|
(5,838
|
)
|
||
Unremitted foreign earnings
|
|
(115
|
)
|
|
(2,204
|
)
|
||
|
|
(110,786
|
)
|
|
(136,713
|
)
|
||
Net deferred tax liabilities
|
|
$
|
(22,485
|
)
|
|
$
|
(55,901
|
)
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Unrecognized tax benefit as of January 1
|
|
$
|
37,203
|
|
|
$
|
31,582
|
|
|
$
|
19,993
|
|
Acquired unrecognized tax benefit
|
|
—
|
|
|
3,845
|
|
|
5,813
|
|
|||
Gross increases—tax positions in prior period
|
|
320
|
|
|
2,048
|
|
|
6,814
|
|
|||
Gross decreases—tax positions in prior period
|
|
(18,058
|
)
|
|
(2,167
|
)
|
|
(2,697
|
)
|
|||
Gross increases—tax positions in current period
|
|
2,036
|
|
|
2,660
|
|
|
2,297
|
|
|||
Reductions due to a lapse of the applicable statute of limitations
|
|
(1,734
|
)
|
|
(1,314
|
)
|
|
(190
|
)
|
|||
Changes due to currency fluctuation
|
|
20
|
|
|
625
|
|
|
(448
|
)
|
|||
Settlements
|
|
(197
|
)
|
|
(76
|
)
|
|
—
|
|
|||
Unrecognized tax benefit as of December 31
|
|
$
|
19,590
|
|
|
$
|
37,203
|
|
|
$
|
31,582
|
|
11.
|
Pension and Profit-Sharing Plans
|
12.
|
Non-Compete and Employment Agreements
|
13.
|
Stock-based Compensation
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|||||||||||||||
(options in thousands)
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
|||||||||
Outstanding, beginning of year
|
|
7,122
|
|
|
$
|
42.85
|
|
|
7,545
|
|
|
$
|
35.10
|
|
|
7,319
|
|
|
$
|
29.92
|
|
Granted
|
|
103
|
|
|
$
|
81.87
|
|
|
1,109
|
|
|
$
|
67.53
|
|
|
1,104
|
|
|
$
|
58.50
|
|
Issued pursuant to Apache acquisition
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
418
|
|
|
$
|
18.66
|
|
Exercised
|
|
(993
|
)
|
|
$
|
34.26
|
|
|
(1,464
|
)
|
|
$
|
21.85
|
|
|
(1,179
|
)
|
|
$
|
19.33
|
|
Forfeited
|
|
(66
|
)
|
|
$
|
53.75
|
|
|
(68
|
)
|
|
$
|
36.90
|
|
|
(117
|
)
|
|
$
|
33.27
|
|
Outstanding, end of year
|
|
6,166
|
|
|
$
|
44.77
|
|
|
7,122
|
|
|
$
|
42.85
|
|
|
7,545
|
|
|
$
|
35.10
|
|
Vested and Exercisable, end of year
|
|
4,351
|
|
|
$
|
38.18
|
|
|
4,094
|
|
|
$
|
33.91
|
|
|
4,251
|
|
|
$
|
27.98
|
|
|
|
2013
|
|
2012
|
|
2011
|
||||||
Weighted Average Remaining Contractual Term
(in years)
|
|
|
|
|
|
|
||||||
Outstanding
|
|
5.99
|
|
|
6.78
|
|
|
6.66
|
|
|||
Vested and Exercisable
|
|
5.13
|
|
|
5.48
|
|
|
5.20
|
|
|||
Aggregate Intrinsic Value
(in thousands)
|
|
|
|
|
|
|
||||||
Outstanding
|
|
$
|
261,601
|
|
|
$
|
174,383
|
|
|
$
|
168,837
|
|
Vested and Exercisable
|
|
$
|
213,304
|
|
|
$
|
136,851
|
|
|
$
|
124,550
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2013
|
|
2012
|
|
2011
|
||||||
Cost of sales:
|
|
|
|
|
|
|
||||||
Software licenses
|
|
$
|
1,349
|
|
|
$
|
1,478
|
|
|
$
|
556
|
|
Maintenance and service
|
|
2,293
|
|
|
2,232
|
|
|
1,897
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
16,847
|
|
|
15,278
|
|
|
12,501
|
|
|||
Research and development
|
|
14,809
|
|
|
13,427
|
|
|
8,134
|
|
|||
Stock-based compensation expense before taxes
|
|
35,298
|
|
|
32,415
|
|
|
23,088
|
|
|||
Related income tax benefits
|
|
(11,096
|
)
|
|
(8,509
|
)
|
|
(5,552
|
)
|
|||
Stock-based compensation expense, net of taxes
|
|
$
|
24,202
|
|
|
$
|
23,906
|
|
|
$
|
17,536
|
|
Net impact on earnings per share:
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
(0.26
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.19
|
)
|
Diluted earnings per share
|
|
$
|
(0.25
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.19
|
)
|
|
|
Year Ended December 31,
|
||||
|
|
2013
|
|
2012
|
|
2011
|
Risk-free interest rate
|
|
0.68% to 1.48%
|
|
0.59% to 1.04%
|
|
0.91% to 2.11%
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
Expected volatility
|
|
37%
|
|
38%
|
|
39%
|
Expected term
|
|
5.8 years
|
|
6.0 years
|
|
5.8 years
|
Weighted average fair value per share
|
|
$29.85
|
|
$24.82
|
|
$25.84
|
(options in thousands)
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise Prices
|
|
Options
|
|
Weighted
Average
Remaining
Contractual
Life (years)
|
|
Weighted
Average
Exercise
Price
|
|
Options
|
|
Weighted
Average
Exercise
Price
|
||||||
$5.91 - $28.40
|
|
1,747
|
|
|
3.64
|
|
$
|
22.40
|
|
|
1,662
|
|
|
$
|
22.44
|
|
$29.97 - $40.89
|
|
1,272
|
|
|
4.79
|
|
$
|
39.54
|
|
|
1,269
|
|
|
$
|
39.53
|
|
$41.33 - $58.67
|
|
1,983
|
|
|
7.20
|
|
$
|
53.73
|
|
|
1,170
|
|
|
$
|
52.77
|
|
$60.49 - $88.35
|
|
1,164
|
|
|
8.64
|
|
$
|
68.80
|
|
|
250
|
|
|
$
|
67.55
|
|
|
Year Ended December 31,
|
||||
Assumption used in Monte Carlo lattice pricing model
|
2013
|
|
2012
|
|
2011
|
Risk-free interest rate
|
0.35%
|
|
0.16%
|
|
1.35%
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Expected volatility—ANSYS Stock Price
|
25%
|
|
28%
|
|
40%
|
Expected volatility—NASDAQ Composite Index
|
20%
|
|
20%
|
|
25%
|
Expected term
|
2.8 years
|
|
2.8 years
|
|
2.9 years
|
Correlation factor
|
0.70
|
|
0.75
|
|
0.70
|
14.
|
Stock Repurchase Program
|
15.
|
Employee Stock Purchase Plan
|
16.
|
Leases
|
17.
|
Royalty Agreements
|
18.
|
Geographic Information
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2013
|
|
2012
|
|
2011
|
||||||
United States
|
$
|
292,323
|
|
|
$
|
265,436
|
|
|
$
|
215,924
|
|
Japan
|
108,064
|
|
|
122,437
|
|
|
112,171
|
|
|||
Germany
|
93,525
|
|
|
82,008
|
|
|
72,301
|
|
|||
Canada
|
14,163
|
|
|
12,384
|
|
|
12,069
|
|
|||
Other European
|
201,614
|
|
|
177,069
|
|
|
166,551
|
|
|||
Other international
|
151,571
|
|
|
138,684
|
|
|
112,433
|
|
|||
Total revenue
|
$
|
861,260
|
|
|
$
|
798,018
|
|
|
$
|
691,449
|
|
|
December 31,
|
||||||
(in thousands)
|
2013
|
|
2012
|
||||
United States
|
$
|
45,116
|
|
|
$
|
36,716
|
|
India
|
3,226
|
|
|
3,392
|
|
||
United Kingdom
|
3,016
|
|
|
3,532
|
|
||
Germany
|
2,328
|
|
|
2,087
|
|
||
France
|
2,275
|
|
|
2,378
|
|
||
Japan
|
1,383
|
|
|
1,253
|
|
||
Canada
|
618
|
|
|
753
|
|
||
Other European
|
1,476
|
|
|
1,173
|
|
||
Other international
|
1,100
|
|
|
969
|
|
||
Total property and equipment
|
$
|
60,538
|
|
|
$
|
52,253
|
|
19.
|
Unconditional Purchase Obligations
|
20.
|
Contingencies and Commitments
|
|
|
|
ANSYS, Inc.
|
||
|
|
|
|
||
Date:
|
February 27, 2014
|
|
By:
|
|
/s/ J
AMES
E. C
ASHMAN
III
|
|
|
|
|
|
|
|
|
|
|
|
James E. Cashman III
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
||
Date:
|
February 27, 2014
|
|
By:
|
|
/s/ M
ARIA
T. S
HIELDS
|
|
|
|
|
|
|
|
|
|
|
|
Maria T. Shields
|
|
|
|
|
|
Chief Financial Officer,
Vice President, Finance and Administration
|
Signature
|
Title
|
Date
|
|
|
|
/s/ J
AMES
E. C
ASHMAN
III
|
President and Chief Executive Officer
(Principal Executive Officer)
|
February 27, 2014
|
James E. Cashman III
|
|
|
|
|
|
/s/ M
ARIA
T. S
HIELDS
|
Chief Financial Officer, Vice President, Finance and Administration; (Principal Financial Officer and Accounting Officer)
|
February 27, 2014
|
Maria T. Shields
|
|
|
|
|
|
/s/ P
ETER
J. S
MITH
|
Chairman of the Board of Directors
|
February 27, 2014
|
Peter J. Smith
|
|
|
|
|
|
/s/ D
R.
A
JEI
G
OPAL
|
Director
|
February 27, 2014
|
Dr. Ajei Gopal
|
|
|
|
|
|
/s/ R
ONALD
W. H
OVSEPIAN
|
Director
|
February 27, 2014
|
Ronald W. Hovsepian
|
|
|
|
|
|
/s/ W
ILLIAM
R. M
C
D
ERMOTT
|
Director
|
February 27, 2014
|
William R. McDermott
|
|
|
|
|
|
/s/ B
RADFORD
C. M
ORLEY
|
Director
|
February 27, 2014
|
Bradford C. Morley
|
|
|
|
|
|
/s/ B
ARBARA
V. S
CHERER
|
Director
|
February 27, 2014
|
Barbara V. Scherer
|
|
|
|
|
|
/s/ M
ICHAEL
C. T
HURK
|
Director
|
February 27, 2014
|
Michael C. Thurk
|
|
|
|
|
|
/s/ P
ATRICK
J. Z
ILVITIS
|
Director
|
February 27, 2014
|
Patrick J. Zilvitis
|
|
|
(in thousands)
Description
|
|
Balance at
Beginning
of Year
|
|
Additions–
Charges to Costs
and Expenses
|
|
Deductions–
Returns and
Write-Offs
|
|
Balance at
End
of Year
|
||||||||
Year ended December 31, 2013
Allowance for doubtful accounts |
|
$
|
4,800
|
|
|
$
|
1,465
|
|
|
$
|
565
|
|
|
$
|
5,700
|
|
Year ended December 31, 2012
Allowance for doubtful accounts |
|
$
|
4,101
|
|
|
$
|
938
|
|
|
$
|
239
|
|
|
$
|
4,800
|
|
Year ended December 31, 2011
Allowance for doubtful accounts |
|
$
|
4,503
|
|
|
$
|
404
|
|
|
$
|
806
|
|
|
$
|
4,101
|
|
|
|
|
Exhibit No.
|
|
Exhibit
|
3.1
|
|
Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 1996 and incorporated herein by reference).
|
|
|
|
3.2
|
|
Certificate of Amendment to the Company’s Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed June 21, 2006, and incorporated herein by reference).
|
|
|
|
3.3
|
|
Certificate of Amendment to the Company’s Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 17, 2011, and incorporated herein by reference).
|
|
|
|
3.4
|
|
Certificate of Amendment to the Company’s Restated Certificate of Incorporation as filed with the Secretary of State of the State of Delaware (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed May 21, 2012, and incorporated herein by reference).
|
|
|
|
3.5
|
|
Second Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed February 19, 2008 and incorporated herein by reference).
|
|
|
|
3.6
|
|
Amendment No. 1 to the Second Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed July 23, 2008, and incorporated herein by reference).
|
|
|
|
3.7
|
|
Amendment No. 2 to the Second Amended and Restated By-laws of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed December 20, 2011, and incorporated herein by reference).
|
|
|
|
10.1
|
|
ANSYS, Inc. Second Amended and Restated Employee Stock Purchase Plan (filed as Exhibit 10.1 to the Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2007 and incorporated herein by reference). *
|
|
|
|
10.2
|
|
Employment Agreement between a subsidiary of the Company and Peter J. Smith dated as of March 28, 1994 (filed as Exhibit 10.10 to the Company’s Registration Statement on Form S-1 (File No. 333-4278) and incorporated herein by reference). *
|
|
|
|
10.3
|
|
Lease between National Build to Suit Washington County, L.L.C. and the Company for the Southpointe property (filed as Exhibit 10.19 to the Company’s Registration Statement on Form S-1 (File No. 333-4278) and incorporated herein by reference).
|
|
|
|
10.4
|
|
First Amended Lease Agreement between Southpointe Park Corp. and ANSYS, Inc. (filed as Exhibit 10.2 to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004 and incorporated herein by reference).
|
|
|
|
10.5
|
|
The Company’s Pension Plan and Trust, as amended (filed as Exhibit 10.20 to the Company’s Registration Statement on Form S-1 (File No. 333-4278) and incorporated herein by reference). *
|
|
|
|
10.6
|
|
Form of Director Indemnification Agreement (filed as Exhibit 10.21 to the Company’s Registration Statement on Form S-1 (File No. 333-4278) and incorporated herein by reference).
|
|
|
|
10.7
|
|
Employment Agreement between the Registrant and James E. Cashman III dated as of April 21, 2003 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 and incorporated herein by reference). *
|
|
|
|
10.8
|
|
Description of Executive Bonus Plan, Director Stock Option Program and Officer Stock Option Program, including Forms of Option Agreements for Option Grants to Directors and Officers (filed as Exhibits 99.1 – 99.5 to the Company’s Current Report on Form 8-K, filed February 8, 2005, and incorporated herein by reference).*
|
|
|
|
10.9
|
|
Options Granted to Independent Directors Related to the 2005 Annual Meeting of Stockholders on May 10, 2005 (filed as disclosure in the Company’s Current Report on Form 8-K, filed May 13, 2005, and incorporated herein by reference). *
|
|
|
|
10.10
|
|
Indemnification Agreement, dated February 9, 2006, between ANSYS, Inc. and Sheila S. DiNardo (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 15, 2006, and incorporated herein by reference).
|
|
|
|
10.11
|
|
Amendment to Non-Affiliate Independent Director Compensation on February 9, 2006 (filed as disclosure in the Company’s Current Report on Form 8-K, filed February 15, 2006, and incorporated herein by reference). *
|
|
|
|
10.12
|
|
Amended and Restated ANSYS, Inc. Cash Bonus Plan, adopted on March 2, 2006 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed March 8, 2006, and incorporated herein by reference). *
|
|
|
10.13
|
|
Form of Deferred Stock Unit Agreement under the Third Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed July 6, 2006, and incorporated herein by reference).*
|
|
|
|
10.14
|
|
Indemnification Agreement, dated July 12, 2007, between ANSYS, Inc. and William R. McDermott, a director of the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed July 13, 2007, and incorporated herein by reference).
|
|
|
|
10.15
|
|
Indemnification Agreement, dated May 21, 2007, between ANSYS, Inc. and Michael C. Thurk, a director of the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 24, 2007, and incorporated herein by reference).
|
|
|
|
10.16
|
|
Agreement and Plan of Merger, dated June 29, 2011, by and among ANSYS, Inc., Power Play Merger Sub, Inc., Apache Design Solutions, Inc. and Papachey, Inc. (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed June 30, 2011, and incorporated herein by reference).
|
|
|
|
10.17
|
|
Deferred Stock Unit Agreement under the Third Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).*
|
|
|
|
10.18
|
|
Amended and Restated ANSYS, Inc. Cash Bonus Plan (filed as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).*
|
|
|
|
10.19
|
|
First Amendment of the Employment Agreement Between the Company and James E. Cashman III as of November 6, 2008 (filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).*
|
|
|
|
10.20
|
|
First Amendment of the Employment Agreement Between the Company and Peter J. Smith as of November 6, 2008 (filed as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and incorporated herein by reference).*
|
|
|
|
10.21
|
|
Amendment to the Compensatory Arrangement for Peter J. Smith (filed as Item 5.02 to the Company’s Current Report on Form 8-K, filed May 15, 2009, and incorporated herein by reference).*
|
|
|
|
10.22
|
|
ANSYS, Inc. Long-Term Incentive Plan, dated February 17, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 23, 2010, and incorporated herein by reference).*
|
|
|
|
10.23
|
|
ANSYS, Inc. Executive Severance Plan, dated February 17, 2010 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed February 23, 2010, and incorporated herein by reference).*
|
|
|
|
10.24
|
|
Form of Award Notice under the ANSYS, Inc. Long-Term Incentive Plan (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 and incorporated herein by reference).*
|
|
|
|
10.25
|
|
ANSYS, Inc. Amended and Restated Long-Term Incentive Plan, dated August 2, 2010 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed August 6, 2010, and incorporated herein by reference).*
|
|
|
|
10.26
|
|
Indemnification Agreement, dated February 17, 2011, between ANSYS, Inc. and Ajei S. Gopal, a director of the Company (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed February 23, 2011, and incorporated herein by reference).
|
|
|
|
10.27
|
|
Second Amendment of the Employment Agreement Between ANSYS, Inc. and James E. Cashman III dated March 14, 2011 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed March 18, 2011, and incorporated herein by reference).*
|
|
|
|
10.28
|
|
Form of Employee Incentive Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. Stock Option and Grant Plan (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K, filed March 18, 2011, and incorporated herein by reference).*
|
|
|
|
10.29
|
|
Form of Employee Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed May 2, 2013, and incorporated herein by reference).*
|
|
|
|
10.30
|
|
Form of Employee Director Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q, filed May 2, 2013, and incorporated herein by reference).*
|
|
|
|
10.31
|
|
Form of Non-Employee Director Non-Qualified Stock Option Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.3 to the Company's Quarterly Report on Form 10-Q, filed May 2, 2013, and incorporated herein by reference).*
|
|
|
|
10.32
|
|
Form of Non-Qualified Option Transfer Acknowledgment under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q, filed May 2, 2013, and incorporated herein by reference).*
|
|
|
|
10.33
|
|
Form of Indemnification Agreement between ANSYS, Inc. and Non-Employee Directors (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed March 20, 2013, and incorporated herein by reference).
|
|
|
|
10.34
|
|
First Amendment to Letter Agreement between ANSYS, Inc. and Maria T. Shields, dated March 14, 2011 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed March 18, 2011, and incorporated herein by reference).*
|
|
|
|
10.35
|
|
Consent of the Compensation Committee of the ANSYS, Inc. Board of Directors dated March 14, 2011 (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed March 18, 2011, and incorporated herein by reference).*
|
|
|
|
10.36
|
|
Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed May 17, 2011, and incorporated herein by reference).*
|
|
|
|
10.37
|
|
Indemnification Agreement, dated February 27, 2012, between ANSYS, Inc. and Ronald W. Hovsepian, a director of the Company (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed February 29, 2012, and incorporated herein by reference).
|
|
|
|
10.38
|
|
Lease by and between ANSYS, Inc. and Quattro Investment Group, L.P., dated as of September 14, 2012 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed September 18, 2012, and incorporated herein by reference).
|
|
|
|
10.39
|
|
Form of Restricted Stock Unit Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan.*
|
|
|
|
14.1
|
|
Code of Business Conduct and Ethics (filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003, filed March 12, 2004 and incorporated herein by reference).
|
21.1
|
|
Subsidiaries of the Registrant; filed herewith.
|
|
|
|
23.1
|
|
Consent of Deloitte & Touche LLP, independent registered public accounting firm.
|
|
|
|
24.1
|
|
Powers of Attorney. Contained on the Signatures page of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 and incorporated herein by reference.
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
32.2
|
|
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Indicates management contract or compensatory plan, contract or arrangement.
|
Dated: _______________
|
____________________________
|
|
Grantee's Signature
|
|
|
|
Grantee's name and address:
|
|
|
|
____________________________
|
|
|
|
____________________________
|
|
|
|
____________________________
|
Subsidiaries of the Registrant
|
Jurisdiction of Incorporation
|
|
|
Apache Design, Inc.
|
Delaware
|
|
|
Esterel Technologies, Inc.
|
California
|
|
|
SAS IP, Inc.
|
Wyoming
|
|
|
ANSYS Canada Limited
|
Ontario
|
|
|
2011767 Ontario Inc.
|
Ontario
|
|
|
ANSYS Belgium, S.A.
|
Belgium
|
|
|
ANSYS France SAS
|
France
|
|
|
Apache Design Solutions Sarl.
|
France
|
|
|
Esterel Technologies, S.A.
|
France
|
|
|
ANSYS Germany GmbH
|
Germany
|
|
|
Apache Design Solutions GmbH
|
Germany
|
|
|
Esterel Technologies, GmbH
|
Germany
|
|
|
ANSYS Iberia S.L.
|
Spain
|
|
|
ANSYS Italia, Srl.
|
Italy
|
|
|
ANSYS Luxembourg Holding Company Sarl.
|
Luxembourg
|
|
|
ANSYS Sweden, AB
|
Sweden
|
|
|
ANSYS UK Limited
|
United Kingdom
|
|
|
Century Dynamics, Limited
|
United Kingdom
|
|
|
ANSYS UK Holding Company Limited
|
United Kingdom
|
|
|
ANSYS UK Simulation Software Limited
|
United Kingdom
|
|
|
Apache Design Solutions, Ltd.
|
United Kingdom
|
|
|
Silver Nugget Limited
|
United Kingdom
|
|
|
ANSYS Japan K.K.
|
Japan
|
|
|
Apache Design Solutions K.K.
|
Japan
|
|
|
Apache Design Solutions Yuhan Hoesa
|
Korea
|
|
|
Apache Design Solutions Pte. Ltd.
|
Singapore
|
|
|
Apache Design Solutions Inc.
|
Taiwan
|
|
|
Fluent China Holdings Limited
|
Barbados
|
|
|
Fluent Software (Shanghai) Co., Limited
|
People's Republic of China
|
|
|
ANSYS-Fluent (Shanghai) Engineering Software Trading Co., Ltd.
|
People's Republic of China
|
|
|
Apache Science and Technology (Shanghai) Co. Ltd.
|
People's Republic of China
|
|
|
Apache Design Solutions, Inc.
|
People's Republic of China
|
|
|
ANSYS Hong Kong Ltd.
|
Hong Kong
|
|
|
ANSYS Software Private Limited
|
India
|
|
|
Fluent India Private Limited
|
India
|
|
|
Apache Design Solutions Private Ltd.
|
India
|
|
|
Sequence Design India Private Ltd.
|
India
|
|
|
Apache Power Solutions Israel Ltd.
|
Israel
|
|
|
ANSYS OOO
|
Russia
|
|
|
ANSYS Switzerland GmbH
|
Switzerland
|
1.
|
I have reviewed this annual report on Form 10-K of ANSYS, Inc. (“ANSYS”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of ANSYS as of, and for, the periods presented in this report;
|
4.
|
ANSYS’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for ANSYS and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to ANSYS, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of ANSYS’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in ANSYS’s internal control over financial reporting that occurred during ANSYS’s most recent fiscal quarter (ANSYS’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, ANSYS’s internal control over financial reporting; and
|
5.
|
ANSYS’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to ANSYS’s auditors and the audit committee of ANSYS’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ANSYS’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in ANSYS’s internal control over financial reporting.
|
Date:
|
February 27, 2014
|
/s/
James E. Cashman III
|
|
|
James E. Cashman III
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of ANSYS, Inc. (“ANSYS”);
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of ANSYS as of, and for, the periods presented in this report;
|
4.
|
ANSYS’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for ANSYS and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to ANSYS, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of ANSYS’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in ANSYS’s internal control over financial reporting that occurred during ANSYS’s most recent fiscal quarter (ANSYS’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, ANSYS’s internal control over financial reporting; and
|
5.
|
ANSYS’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to ANSYS’s auditors and the audit committee of ANSYS’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect ANSYS’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in ANSYS’s internal control over financial reporting.
|
Date:
|
February 27, 2014
|
/s/ Maria T. Shields
|
|
|
Maria T. Shields
|
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
James E. Cashman III
|
James E. Cashman III
|
President and Chief Executive Officer
|
February 27, 2014
|
(1)
|
The Report fully complies with requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/
Maria T. Shields
|
Maria T. Shields
|
Chief Financial Officer
|
February 27, 2014
|