(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, 2016
|
||
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 16.
|
||
|
|
|
ITEM 1.
|
BUSINESS
|
•
|
In January 2017, the Company announced the release of ANSYS 18.0 with major advancements in the entire product portfolio to create complete and accurate digital prototypes across the major physics areas. ANSYS 18.0 expanded the boundaries of simulation with new developments to enable simulation earlier in the product lifecycle, as well as downstream in the operation phase, using digital twins. A digital twin is a real-time, virtual copy of an actual operating machine that provides insight into individual product performance and maintenance. Additionally, ANSYS 18.0 introduced a new, comprehensive fluids product, which includes full versions of all ANSYS fluids solvers for customers solving the toughest and broadest range of fluid dynamics problems. New technology in the structures product line was delivered to design and optimize products for additive manufacturing methods, and a new automotive embedded software package was introduced for developing advanced driver assistance systems applications.
|
•
|
In August 2016, ANSYS 17.2 was released with new functionality for antenna design to meet the growing demand of wireless devices and the Internet of Things, as well as enhanced multiphysics coupling for electronics and electric motors. ANSYS 17.2 also included improved links to other tools in the product development lifecycle. The embedded software suite added new interoperability with third-party requirement management tools, and the fluids suite was extended to allow detailed combustion models to be included in third-party 1-D simulation products.
|
•
|
In May 2016, the Company announced the release of ANSYS 17.1 which featured enhancements to the electronics, semiconductor, structures and fluids product lines. AIM, the Company's immersive, multiphysics user environment, was enhanced to support magnetostatics and coupled magnetic-thermal-structural analysis to rapidly design electromechanical products. Polymer extrusion simulation was also added in AIM. With ANSYS 17.1, structures, electronics and embedded software customers gained access to entry-level system simulation capabilities to analyze how detailed component physics and embedded controls affect overall system design.
|
•
|
In the second quarter of 2016, the Company announced ANSYS SeaScape
™
, a unique architecture which provides services for elastic computing, machine learning and big data analytics for engineering simulation applications. With the SeaScape architecture, computation can be easily scaled across commodity hardware to deliver broad and rapid simulation coverage. Additionally, SeaScape provides a high-level programming interface to perform data analytics on large simulation datasets to identify actionable design changes. ANSYS SeaHawk
™
is the first new product to take advantage of the new architecture for electronic design automation. ANSYS SeaScape allows designers of advanced system-on-chip designs to assess more electromigration and voltage drop scenarios per day than with traditional architectures and develop a high level of confidence of their design prior to sign-off.
|
•
|
In January 2016, the Company released ANSYS 17.0. Demonstrable order of magnitude speed-ups were made across fluids, structures and electromagnetic simulation with HPC solutions. Engineering teams can leverage this power from their desktop or Cloud environments. Significant innovation was delivered across all physics domains in ANSYS 17.0 as well as in the area of complete virtual prototyping, allowing for full systems simulations. The ANSYS Workbench platform expanded its integrated interface for customization to cover virtually the entire portfolio as well as third-party solutions, sustaining its leadership as the industry's broadest engineering simulation platform.
|
|
Balance at December 31, 2016
|
||||||||||
(in thousands)
|
Total
|
|
Current
|
|
Long-Term
|
||||||
Deferred revenue
|
$
|
415,846
|
|
|
$
|
403,279
|
|
|
$
|
12,567
|
|
Backlog
|
221,994
|
|
|
64,361
|
|
|
157,633
|
|
|||
Total
|
$
|
637,840
|
|
|
$
|
467,640
|
|
|
$
|
170,200
|
|
Date of Closing
|
|
Company
|
|
Details
|
April 30, 2014
|
|
SpaceClaim Corporation
|
|
SpaceClaim Corporation ("SpaceClaim"), a leading provider of 3-D modeling technology, was acquired for $85.0 million. SpaceClaim's software provides customers with a powerful and intuitive 3-D direct modeling solution to author new concepts and then leverage the power of simulation to rapidly iterate on these designs to drive innovation.
|
January 3, 2014
|
|
Reaction Design
|
|
Reaction Design, a leading developer of chemistry simulation software, was acquired for $19.1 million. Reaction Design's solutions enable transportation manufacturers and energy companies to rapidly achieve their clean technology goals by automating the analysis of chemical processes via computer simulation and modeling solutions.
|
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 2016
|
|
Fiscal Quarter Ended 2015
|
||||||||||||
|
|
Low Sale
Price
|
|
High Sale
Price
|
|
Low Sale
Price
|
|
High Sale
Price
|
||||||||
December 31
|
|
$
|
82.28
|
|
|
$
|
96.21
|
|
|
$
|
85.33
|
|
|
$
|
98.39
|
|
September 30
|
|
$
|
88.30
|
|
|
$
|
98.99
|
|
|
$
|
84.90
|
|
|
$
|
97.59
|
|
June 30
|
|
$
|
81.41
|
|
|
$
|
92.48
|
|
|
$
|
84.09
|
|
|
$
|
92.46
|
|
March 31
|
|
$
|
80.51
|
|
|
$
|
91.62
|
|
|
$
|
78.76
|
|
|
$
|
88.96
|
|
|
|
(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
|
|
2,900,006
|
|
|
$
|
58.54
|
|
|
10,134,170
(3)
|
|
Ansoft Corporation 2006 Stock Incentive Plan
|
|
150,675
|
|
|
$
|
35.77
|
|
|
—
|
|
Apache Design Solutions, Inc. 2001 Stock/Option Issuance Plan
|
|
71,229
|
|
|
$
|
19.27
|
|
|
—
|
|
SpaceClaim Corporation 2005 Stock Incentive Plan
|
|
7,698
|
|
|
$
|
23.75
|
|
|
—
|
|
Gear Design Solutions, Inc. Stock Incentive Plan
|
|
6,328
|
|
|
$
|
12.26
|
|
|
—
|
|
1996 Employee Stock Purchase Plan
|
|
(1)
|
|
(2)
|
|
350,772
|
|
|||
Equity Compensation Plans Not Approved by Security Holders
|
|
|
|
|
|
|
||||
None
|
|
|
|
|
|
|
||||
Total
|
|
3,135,936
|
|
|
|
|
10,484,942
|
|
(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 period.
|
(3)
|
The number of securities remaining available for future issuance assumes attainment of 100% for awards with a performance condition or a market condition.
|
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
(1)
|
|||||
October 1 - October 31, 2016
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
2,300,000
|
|
November 1 - November 30, 2016
|
|
640,331
|
|
|
$
|
92.62
|
|
|
640,331
|
|
|
1,659,669
|
|
December 1 - December 31, 2016
|
|
359,669
|
|
|
$
|
93.80
|
|
|
359,669
|
|
|
1,300,000
|
|
Total
|
|
1,000,000
|
|
|
$
|
93.05
|
|
|
1,000,000
|
|
|
1,300,000
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Total revenue
|
|
$
|
988,465
|
|
|
$
|
942,753
|
|
|
$
|
936,021
|
|
|
$
|
861,260
|
|
|
$
|
798,018
|
|
Operating income
|
|
376,242
|
|
|
353,679
|
|
|
347,450
|
|
|
321,863
|
|
|
294,253
|
|
|||||
Net income
|
|
265,636
|
|
|
252,521
|
|
|
254,690
|
|
|
245,327
|
|
|
203,483
|
|
|||||
Earnings per share – basic
|
|
$
|
3.05
|
|
|
$
|
2.82
|
|
|
$
|
2.77
|
|
|
$
|
2.65
|
|
|
$
|
2.20
|
|
Weighted average shares – basic
|
|
87,227
|
|
|
89,561
|
|
|
92,067
|
|
|
92,691
|
|
|
92,622
|
|
|||||
Earnings per share – diluted
|
|
$
|
2.99
|
|
|
$
|
2.76
|
|
|
$
|
2.70
|
|
|
$
|
2.58
|
|
|
$
|
2.14
|
|
Weighted average shares – diluted
|
|
88,969
|
|
|
91,502
|
|
|
94,194
|
|
|
95,139
|
|
|
94,954
|
|
|||||
Total assets
|
|
$
|
2,800,526
|
|
|
$
|
2,729,904
|
|
|
$
|
2,752,879
|
|
|
$
|
2,702,097
|
|
|
$
|
2,589,641
|
|
Working capital
|
|
630,301
|
|
|
592,280
|
|
|
617,240
|
|
|
601,183
|
|
|
414,043
|
|
|||||
Long-term liabilities
|
|
53,021
|
|
|
51,331
|
|
|
70,303
|
|
|
125,469
|
|
|
173,372
|
|
|||||
Stockholders' equity
|
|
2,208,405
|
|
|
2,194,427
|
|
|
2,217,501
|
|
|
2,136,246
|
|
|
1,940,291
|
|
|||||
Cash provided by operating activities
|
|
356,827
|
|
|
367,523
|
|
|
385,307
|
|
|
332,983
|
|
|
298,415
|
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
The Company's intentions regarding its hybrid sales and distribution model.
|
•
|
The Company's intentions related to investments in research and development, particularly as it relates to expanding the ease of use and capabilities of its broad portfolio of simulation software products. More specifically, this includes the evolution of its ANSYS Workbench platform, expansion of high-performance computing capabilities, ANSYS
AIM immersive user interface, offerings on ANSYS Enterprise Cloud, robust design and ongoing integration of acquired technology.
|
•
|
The Company's expectations regarding the accelerated development of new and innovative products to the marketplace while lowering design and engineering costs for customers as a result of the Company's acquisitions.
|
•
|
The Company's statements regarding the impact of global economic conditions.
|
•
|
The Company's expectations regarding the outcome of its service tax audit case.
|
•
|
The Company's expectations regarding the realization of the French research and development credit.
|
•
|
The Company's belief that, in most geographical locations, its facilities allow for sufficient space to support present and future foreseeable needs, including such expansion and growth as the business may require.
|
•
|
The Company's expectation that it can renew existing facility leases as they expire or find alternative facilities without difficulty, as needed.
|
•
|
The Company's assessment of the ultimate liabilities arising from various investigations, claims and legal proceedings.
|
•
|
The Company's expectations regarding future restructuring charges.
|
•
|
The Company's statement regarding the strength of the features, functionality and integrated multiphysics capabilities of its software products.
|
•
|
The Company's belief that its overall performance is best measured by fiscal-year results rather than by quarterly results.
|
•
|
The Company's expectations regarding the adverse impact on license and maintenance revenue growth in the near term due to an increased customer preference for time-based licenses.
|
•
|
The Company's expectation that it will continue to make targeted investments in its global sales and marketing organizations and its global business infrastructure to enhance and support its revenue-generating activities.
|
•
|
The Company's intention to repatriate previously taxed earnings and to reinvest all other earnings of its non-U.S. subsidiaries.
|
•
|
The Company's plans related to future capital spending.
|
•
|
The sufficiency of existing cash and cash equivalent balances to meet future working capital and capital expenditure requirements.
|
•
|
The Company's belief that the best uses of its excess cash are to invest in the business and repurchase stock in order to both offset dilution and return capital, in excess of its requirements, to stockholders with the goal of increasing stockholder value.
|
•
|
The Company's intentions related to investments in complementary companies, products, services and technologies.
|
•
|
The Company's expectations regarding future claims related to indemnification obligations.
|
•
|
The Company's estimates regarding total compensation expense associated with granted stock-based awards for future years.
|
•
|
The Company's expectations regarding the impacts of new accounting guidance.
|
•
|
The Company's assessment of its ability to realize deferred tax assets.
|
Date of Closing
|
|
Company
|
|
Details
|
April 30, 2014
|
|
SpaceClaim Corporation
|
|
SpaceClaim, a leading provider of 3-D modeling technology, was acquired for $85.0 million. SpaceClaim's software provides customers with a powerful and intuitive 3-D direct modeling solution to author new concepts and then leverage the power of simulation to rapidly iterate on these designs to drive innovation.
|
January 3, 2014
|
|
Reaction Design
|
|
Reaction Design, a leading developer of chemistry simulation software, was acquired for $19.1 million. Reaction Design's solutions enable transportation manufacturers and energy companies to rapidly achieve their clean technology goals by automating the analysis of chemical processes via computer simulation and modeling solutions.
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Software licenses
|
|
$
|
568,174
|
|
|
$
|
555,105
|
|
|
$
|
564,502
|
|
Maintenance and service
|
|
420,291
|
|
|
387,648
|
|
|
371,519
|
|
|||
Total revenue
|
|
988,465
|
|
|
942,753
|
|
|
936,021
|
|
|||
Cost of sales:
|
|
|
|
|
|
|
||||||
Software licenses
|
|
28,860
|
|
|
29,105
|
|
|
30,607
|
|
|||
Amortization
|
|
38,092
|
|
|
38,755
|
|
|
37,653
|
|
|||
Maintenance and service
|
|
79,908
|
|
|
79,386
|
|
|
85,126
|
|
|||
Total cost of sales
|
|
146,860
|
|
|
147,246
|
|
|
153,386
|
|
|||
Gross profit
|
|
841,605
|
|
|
795,507
|
|
|
782,635
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
269,515
|
|
|
253,603
|
|
|
246,376
|
|
|||
Research and development
|
|
183,093
|
|
|
168,831
|
|
|
165,421
|
|
|||
Amortization
|
|
12,755
|
|
|
19,394
|
|
|
23,388
|
|
|||
Total operating expenses
|
|
465,363
|
|
|
441,828
|
|
|
435,185
|
|
|||
Operating income
|
|
376,242
|
|
|
353,679
|
|
|
347,450
|
|
|||
Interest expense
|
|
(221
|
)
|
|
(325
|
)
|
|
(779
|
)
|
|||
Interest income
|
|
4,209
|
|
|
2,829
|
|
|
3,002
|
|
|||
Other income (expense), net
|
|
85
|
|
|
582
|
|
|
(1,534
|
)
|
|||
Income before income tax provision
|
|
380,315
|
|
|
356,765
|
|
|
348,139
|
|
|||
Income tax provision
|
|
114,679
|
|
|
104,244
|
|
|
93,449
|
|
|||
Net income
|
|
$
|
265,636
|
|
|
$
|
252,521
|
|
|
$
|
254,690
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands, except percentages)
|
2016
|
|
2015
|
|
Amount
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Lease licenses
|
$
|
340,331
|
|
|
$
|
316,367
|
|
|
$
|
23,964
|
|
|
7.6
|
|
Perpetual licenses
|
227,843
|
|
|
238,738
|
|
|
(10,895
|
)
|
|
(4.6
|
)
|
|||
Software licenses
|
568,174
|
|
|
555,105
|
|
|
13,069
|
|
|
2.4
|
|
|||
Maintenance
|
394,745
|
|
|
364,591
|
|
|
30,154
|
|
|
8.3
|
|
|||
Service
|
25,546
|
|
|
23,057
|
|
|
2,489
|
|
|
10.8
|
|
|||
Maintenance and service
|
420,291
|
|
|
387,648
|
|
|
32,643
|
|
|
8.4
|
|
|||
Total revenue
|
$
|
988,465
|
|
|
$
|
942,753
|
|
|
$
|
45,712
|
|
|
4.8
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
2016
|
|
2015
|
|
Change
|
||||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
%
|
|||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software licenses
|
$
|
28,860
|
|
|
2.9
|
|
$
|
29,105
|
|
|
3.1
|
|
$
|
(245
|
)
|
|
(0.8
|
)
|
Amortization
|
38,092
|
|
|
3.9
|
|
38,755
|
|
|
4.1
|
|
(663
|
)
|
|
(1.7
|
)
|
|||
Maintenance and service
|
79,908
|
|
|
8.1
|
|
79,386
|
|
|
8.4
|
|
522
|
|
|
0.7
|
|
|||
Total cost of sales
|
146,860
|
|
|
14.9
|
|
147,246
|
|
|
15.6
|
|
(386
|
)
|
|
(0.3
|
)
|
|||
Gross profit
|
$
|
841,605
|
|
|
85.1
|
|
$
|
795,507
|
|
|
84.4
|
|
$
|
46,098
|
|
|
5.8
|
|
•
|
Decreased salaries and other headcount-related costs of $1.2 million, primarily due to a decrease in headcount.
|
•
|
Increased third-party royalties of $1.2 million.
|
•
|
Net increase in salaries, incentive compensation and other headcount-related costs of $3.5 million.
|
•
|
Increased IT-related maintenance and software hosting costs of $0.5 million.
|
•
|
Decreased depreciation and severance costs, each of $0.7 million.
|
•
|
Decreased facility costs of $0.4 million.
|
•
|
Cost reduction related to foreign exchange translation of $0.4 million due to a stronger U.S. Dollar.
|
•
|
Decreased business travel and stock-based compensation, each of $0.3 million.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
2016
|
|
2015
|
|
Change
|
||||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
% of
Revenue
|
|
Amount
|
|
%
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
$
|
269,515
|
|
|
27.3
|
|
$
|
253,603
|
|
|
26.9
|
|
$
|
15,912
|
|
|
6.3
|
|
Research and development
|
183,093
|
|
|
18.5
|
|
168,831
|
|
|
17.9
|
|
14,262
|
|
|
8.4
|
|
|||
Amortization
|
12,755
|
|
|
1.3
|
|
19,394
|
|
|
2.1
|
|
(6,639
|
)
|
|
(34.2
|
)
|
|||
Total operating expenses
|
$
|
465,363
|
|
|
47.1
|
|
$
|
441,828
|
|
|
46.9
|
|
$
|
23,535
|
|
|
5.3
|
|
•
|
$4.7 million of costs associated with an employment-related settlement agreement.
|
•
|
Increased severance costs of $3.2 million.
|
•
|
Net increase in salaries, incentive compensation and other headcount-related costs of $2.1 million.
|
•
|
Increased IT-related maintenance and software hosting costs of $2.1 million.
|
•
|
Increased government charges and taxes of $1.4 million.
|
•
|
Increased marketing costs of $1.2 million.
|
•
|
Increased salaries, incentive compensation and other headcount-related costs of $10.6 million.
|
•
|
Increased IT-related maintenance and software hosting costs of $2.1 million.
|
•
|
Increased stock-based compensation of $0.9 million.
|
•
|
Cost reduction due to foreign exchange translation of $1.6 million.
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Foreign currency gains, net
|
$
|
77
|
|
|
$
|
486
|
|
Other
|
8
|
|
|
96
|
|
||
Total other income, net
|
$
|
85
|
|
|
$
|
582
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||
(in thousands, except percentages)
|
2015
|
|
2014
|
|
Amount
|
|
%
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Lease licenses
|
$
|
316,367
|
|
|
$
|
318,041
|
|
|
$
|
(1,674
|
)
|
|
(0.5
|
)
|
Perpetual licenses
|
238,738
|
|
|
246,461
|
|
|
(7,723
|
)
|
|
(3.1
|
)
|
|||
Software licenses
|
555,105
|
|
|
564,502
|
|
|
(9,397
|
)
|
|
(1.7
|
)
|
|||
Maintenance
|
364,591
|
|
|
346,698
|
|
|
17,893
|
|
|
5.2
|
|
|||
Service
|
23,057
|
|
|
24,821
|
|
|
(1,764
|
)
|
|
(7.1
|
)
|
|||
Maintenance and service
|
387,648
|
|
|
371,519
|
|
|
16,129
|
|
|
4.3
|
|
|||
Total revenue
|
$
|
942,753
|
|
|
$
|
936,021
|
|
|
$
|
6,732
|
|
|
0.7
|
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
2015
|
|
2014
|
|
Change
|
||||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue |
|
Amount
|
|
% of
Revenue |
|
Amount
|
|
%
|
|||||||
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Software licenses
|
$
|
29,105
|
|
|
3.1
|
|
$
|
30,607
|
|
|
3.3
|
|
$
|
(1,502
|
)
|
|
(4.9
|
)
|
Amortization
|
38,755
|
|
|
4.1
|
|
37,653
|
|
|
4.0
|
|
1,102
|
|
|
2.9
|
|
|||
Maintenance and service
|
79,386
|
|
|
8.4
|
|
85,126
|
|
|
9.1
|
|
(5,740
|
)
|
|
(6.7
|
)
|
|||
Total cost of sales
|
147,246
|
|
|
15.6
|
|
153,386
|
|
|
16.4
|
|
(6,140
|
)
|
|
(4.0
|
)
|
|||
Gross profit
|
$
|
795,507
|
|
|
84.4
|
|
$
|
782,635
|
|
|
83.6
|
|
$
|
12,872
|
|
|
1.6
|
|
•
|
Decreased stock-based compensation of $1.0 million.
|
•
|
Cost reduction from foreign exchange translation of $0.9 million.
|
•
|
Decreased salaries and incentive compensation of $0.9 million.
|
•
|
Increased SpaceClaim-related costs of software licenses of $0.6 million, primarily as a result of twelve months of SpaceClaim activity in 2015 as compared to eight months of activity in 2014.
|
•
|
Increased facilities and IT-related maintenance of $0.4 million.
|
•
|
Increased third-party royalties of $0.2 million.
|
•
|
Cost reduction related to foreign exchange translation of $7.6 million.
|
•
|
Increased salaries and severance costs, each of $0.7 million.
|
•
|
Increased third-party technical support costs of $0.6 million.
|
|
Year Ended December 31,
|
|
|
|
|
|||||||||||||
2015
|
|
2014
|
|
Change
|
||||||||||||||
(in thousands, except percentages)
|
Amount
|
|
% of
Revenue |
|
Amount
|
|
% of
Revenue |
|
Amount
|
|
%
|
|||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
$
|
253,603
|
|
|
26.9
|
|
$
|
246,376
|
|
|
26.3
|
|
$
|
7,227
|
|
|
2.9
|
|
Research and development
|
168,831
|
|
|
17.9
|
|
165,421
|
|
|
17.7
|
|
3,410
|
|
|
2.1
|
|
|||
Amortization
|
19,394
|
|
|
2.1
|
|
23,388
|
|
|
2.5
|
|
(3,994
|
)
|
|
(17.1
|
)
|
|||
Total operating expenses
|
$
|
441,828
|
|
|
46.9
|
|
$
|
435,185
|
|
|
46.5
|
|
$
|
6,643
|
|
|
1.5
|
|
•
|
Increased salaries, incentive compensation and other headcount-related costs of $18.4 million, primarily due to an increase in headcount.
|
•
|
Increased third-party commissions of $1.7 million.
|
•
|
Increased business travel and meals of $1.6 million.
|
•
|
Increased consulting costs of $1.4 million.
|
•
|
Increased office lease and utility costs of $1.0 million.
|
•
|
Cost reduction due to foreign exchange translation of $13.2 million.
|
•
|
Decreased severance costs of $3.1 million.
|
•
|
Increased salaries and other headcount-related costs of $7.5 million.
|
•
|
Increased SpaceClaim-related research and development costs of $1.8 million, primarily as a result of twelve months of SpaceClaim activity in 2015 as compared to eight months of activity in 2014.
|
•
|
Increased office lease and utility costs of $0.6 million.
|
•
|
Increased facilities and IT-related maintenance of $0.6 million.
|
•
|
Cost reduction due to foreign exchange translation of $5.4 million.
|
•
|
Decreased stock-based compensation of $1.8 million.
|
|
Year Ended December 31,
|
||||||
(in thousands)
|
2015
|
|
2014
|
||||
Foreign currency gains (losses), net
|
$
|
486
|
|
|
$
|
(1,649
|
)
|
Other
|
96
|
|
|
115
|
|
||
Total other income (expense), net
|
$
|
582
|
|
|
$
|
(1,534
|
)
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
||||||||||||||||||||
(in thousands, except percentages and per share data)
|
As
Reported
|
|
Adjustments
|
|
Non-GAAP
Results
|
|
As
Reported
|
|
Adjustments
|
|
Non-GAAP
Results
|
||||||||||||
Total revenue
|
$
|
988,465
|
|
|
$
|
103
|
|
(1)
|
$
|
988,568
|
|
|
$
|
942,753
|
|
|
$
|
1,725
|
|
(4)
|
$
|
944,478
|
|
Operating income
|
376,242
|
|
|
88,114
|
|
(2)
|
464,356
|
|
|
353,679
|
|
|
94,665
|
|
(5)
|
448,344
|
|
||||||
Operating profit margin
|
38.1
|
%
|
|
|
|
47.0
|
%
|
|
37.5
|
%
|
|
|
|
47.5
|
%
|
||||||||
Net income
|
$
|
265,636
|
|
|
$
|
57,286
|
|
(3)
|
$
|
322,922
|
|
|
$
|
252,521
|
|
|
$
|
60,854
|
|
(6)
|
$
|
313,375
|
|
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share
|
$
|
2.99
|
|
|
|
|
$
|
3.63
|
|
|
$
|
2.76
|
|
|
|
|
$
|
3.42
|
|
||||
Weighted average shares
|
88,969
|
|
|
|
|
88,969
|
|
|
91,502
|
|
|
|
|
91,502
|
|
(1)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations.
|
(2)
|
Amount represents
$50.8 million
of amortization expense associated with intangible assets acquired in business combinations,
$33.3 million
of stock-based compensation expense, the
$0.1 million
adjustment to revenue as reflected in (1) above,
$3.4 million
of restructuring charges and
$0.4 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
$30.8 million
.
|
(4)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations.
|
(5)
|
Amount represents
$58.1 million
of amortization expense associated with intangible assets acquired in business combinations,
$34.0 million
of stock-based compensation expense, the
$1.7 million
adjustment to revenue as reflected in (4) above and
$0.8 million
of transaction expenses related to business combinations.
|
(6)
|
Amount represents the impact of the adjustments to operating income referred to in (5) above, adjusted for the related income tax impact of
$33.8 million
.
|
|
Year Ended December 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||||
(in thousands, except percentages and per share data)
|
As
Reported |
|
Adjustments
|
|
Non-GAAP
Results |
|
As
Reported |
|
Adjustments
|
|
Non-GAAP
Results |
||||||||||||
Total revenue
|
$
|
942,753
|
|
|
$
|
1,725
|
|
(1)
|
$
|
944,478
|
|
|
$
|
936,021
|
|
|
$
|
5,421
|
|
(4)
|
$
|
941,442
|
|
Operating income
|
353,679
|
|
|
94,665
|
|
(2)
|
448,344
|
|
|
347,450
|
|
|
104,403
|
|
(5)
|
451,853
|
|
||||||
Operating profit margin
|
37.5
|
%
|
|
|
|
47.5
|
%
|
|
37.1
|
%
|
|
|
|
48.0
|
%
|
||||||||
Net income
|
$
|
252,521
|
|
|
$
|
60,854
|
|
(3)
|
$
|
313,375
|
|
|
$
|
254,690
|
|
|
$
|
68,719
|
|
(6)
|
$
|
323,409
|
|
Earnings per share – diluted:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Earnings per share
|
$
|
2.76
|
|
|
|
|
$
|
3.42
|
|
|
$
|
2.70
|
|
|
|
|
$
|
3.43
|
|
||||
Weighted average shares
|
91,502
|
|
|
|
|
91,502
|
|
|
94,194
|
|
|
|
|
94,194
|
|
(1)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations.
|
(2)
|
Amount represents $58.1 million of amortization expense associated with intangible assets acquired in business combinations, $34.0 million of stock-based compensation expense, the $1.7 million adjustment to revenue as reflected in (1) above and $0.8 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 $33.8 million.
|
(4)
|
Amount represents the revenue not reported during the period as a result of the acquisition accounting adjustment associated with the accounting for deferred revenue in business combinations.
|
(5)
|
Amount represents $61.0 million of amortization expense associated with intangible assets acquired in business combinations, $36.9 million of stock-based compensation expense, the $5.4 million adjustment to revenue as reflected in (4) above and $1.1 million of transaction expenses related to business combinations.
|
(6)
|
Amount represents the impact of the adjustments to operating income referred to in (5) above, adjusted for the related income tax impact of $35.7 million.
|
|
|
As of December 31,
|
|
Change
|
||||||||||
(in thousands, except percentages)
|
|
2016
|
|
2015
|
|
Amount
|
|
%
|
||||||
Cash, cash equivalents and short-term investments
|
|
$
|
822,860
|
|
|
$
|
784,614
|
|
|
$
|
38,246
|
|
|
4.9
|
Working capital
|
|
$
|
630,301
|
|
|
$
|
592,280
|
|
|
$
|
38,021
|
|
|
6.4
|
|
As of December 31,
|
||||||||||
(in thousands, except percentages)
|
2016
|
|
% of Total
|
|
2015
|
|
% of Total
|
||||
Domestic
|
$
|
593,348
|
|
|
72.1
|
|
$
|
539,031
|
|
|
68.7
|
Foreign
|
229,512
|
|
|
27.9
|
|
245,583
|
|
|
31.3
|
||
Total
|
$
|
822,860
|
|
|
|
|
$
|
784,614
|
|
|
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Net cash provided by operating activities
|
|
$
|
356,827
|
|
|
$
|
367,523
|
|
|
$
|
385,307
|
|
|
$
|
(10,696
|
)
|
|
$
|
(17,784
|
)
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Net cash used in investing activities
|
|
$
|
(32,173
|
)
|
|
$
|
(62,032
|
)
|
|
$
|
(129,270
|
)
|
|
$
|
29,859
|
|
|
$
|
67,238
|
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
|
2016 vs. 2015
|
|
2015 vs. 2014
|
||||||||||
Net cash used in financing activities
|
|
$
|
(279,477
|
)
|
|
$
|
(291,751
|
)
|
|
$
|
(185,642
|
)
|
|
$
|
12,274
|
|
|
$
|
(106,109
|
)
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Number of shares repurchased
|
3,700
|
|
|
3,833
|
|
|
2,977
|
|
|||
Average price paid per share
|
$
|
90.90
|
|
|
$
|
88.16
|
|
|
$
|
78.54
|
|
Total cost
|
$
|
336,335
|
|
|
$
|
337,910
|
|
|
$
|
233,793
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
(in thousands)
|
|
Total
|
|
Within 1 year
|
|
2 – 3 years
|
|
4 – 5 years
|
|
After 5 years
|
||||||||||
Global headquarters operating lease
(1)
|
|
$
|
40,859
|
|
|
$
|
4,278
|
|
|
$
|
8,556
|
|
|
$
|
8,928
|
|
|
$
|
19,097
|
|
Other operating leases
(2)
|
|
29,808
|
|
|
9,861
|
|
|
12,814
|
|
|
4,752
|
|
|
2,381
|
|
|||||
Unconditional purchase obligations
(3)
|
|
37,415
|
|
|
14,134
|
|
|
20,012
|
|
|
3,269
|
|
|
—
|
|
|||||
Obligations related to uncertain tax positions, including interest and penalties
(4)
|
|
2
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term obligations
(5)
|
|
30,846
|
|
|
13,292
|
|
|
11,472
|
|
|
1,763
|
|
|
4,319
|
|
|||||
Total contractual obligations
|
|
$
|
138,930
|
|
|
$
|
41,567
|
|
|
$
|
52,854
|
|
|
$
|
18,712
|
|
|
$
|
25,797
|
|
(1)
|
On September 14, 2012, the Company entered into a lease agreement for 186,000 square feet of rentable space located in an office facility in Canonsburg, Pennsylvania, which serves as the Company's headquarters. The lease was effective as of September 14, 2012, but because the leased premises were under construction, the Company was not obligated to pay rent until three months following the date that the leased premises were delivered to ANSYS, which occurred on October 1, 2014. The term of the lease is 183 months, beginning on October 1, 2014. The Company has a one-time right to terminate the lease effective upon the last day of the tenth full year following the date of possession (December 31, 2024) by providing the landlord with at least 18 months' prior written notice of such termination.
|
(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, 2016.
|
(4)
|
The Company has $18.4 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)
|
Other long-term obligations primarily include third-party commissions of $15.0 million, deferred compensation of $7.4 million (including estimated imputed interest of $161,000 within 1 year and $87,000 within 2-3 years) and post-employment benefits, including pension obligations, of $6.5 million for certain foreign locations of the Company. These amounts include the related current portions when applicable.
|
|
|
Year Ended December 31,
|
||||
|
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
|
1.19% to 1.93%
|
|
1.18% to 1.65%
|
|
1.49% to 1.76%
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
Expected volatility
|
|
24%
|
|
25%
|
|
35%
|
Expected term
|
|
5.7 years
|
|
5.6 years
|
|
5.7 years
|
Weighted-average fair value per share
|
|
$23.96
|
|
$30.83
|
|
$32.26
|
|
Year Ended December 31,
|
||||
Assumptions used in Monte Carlo lattice pricing model
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
1.0%
|
|
1.1%
|
|
0.7%
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Expected volatility—ANSYS stock price
|
21%
|
|
23%
|
|
25%
|
Expected volatility—NASDAQ Composite Index
|
16%
|
|
14%
|
|
15%
|
Expected term
|
2.8 years
|
|
2.8 years
|
|
2.8 years
|
Correlation factor
|
0.65
|
|
0.60
|
|
0.70
|
Weighted-average fair value per share
|
$78.71
|
|
$81.61
|
|
$65.94
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
Period End Exchange Rates
|
||||||||||
As of
|
GBP/USD
|
|
EUR/USD
|
|
USD/JPY
|
|
USD/KRW
|
||||
December 31, 2013
|
1.656
|
|
|
1.375
|
|
|
105.263
|
|
|
1,055.743
|
|
December 31, 2014
|
1.557
|
|
|
1.210
|
|
|
119.703
|
|
|
1,094.930
|
|
December 31, 2015
|
1.474
|
|
|
1.086
|
|
|
120.337
|
|
|
1,176.886
|
|
December 31, 2016
|
1.234
|
|
|
1.051
|
|
|
116.918
|
|
|
1,208.313
|
|
|
Average Exchange Rates
|
||||||||||
Twelve Months Ended
|
GBP/USD
|
|
EUR/USD
|
|
USD/JPY
|
|
USD/KRW
|
||||
December 31, 2014
|
1.648
|
|
|
1.329
|
|
|
105.592
|
|
|
1,052.715
|
|
December 31, 2015
|
1.528
|
|
|
1.110
|
|
|
121.018
|
|
|
1,131.542
|
|
December 31, 2016
|
1.355
|
|
|
1.107
|
|
|
108.530
|
|
|
1,160.699
|
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
Fiscal Quarter Ended
|
||||||||||||||
(in thousands, except per share data)
|
|
December 31,
2016 |
|
September 30,
2016 |
|
June 30,
2016 |
|
March 31,
2016 |
||||||||
Revenue
|
|
$
|
270,628
|
|
|
$
|
245,862
|
|
|
$
|
246,069
|
|
|
$
|
225,906
|
|
Gross profit
|
|
231,650
|
|
|
210,276
|
|
|
209,058
|
|
|
190,621
|
|
||||
Operating income
|
|
96,966
|
|
|
100,099
|
|
|
94,155
|
|
|
85,022
|
|
||||
Net income
|
|
69,983
|
|
|
69,557
|
|
|
69,628
|
|
|
56,468
|
|
||||
Earnings per share – basic
|
|
$
|
0.81
|
|
|
$
|
0.80
|
|
|
$
|
0.79
|
|
|
$
|
0.64
|
|
Earnings per share – diluted
|
|
$
|
0.80
|
|
|
$
|
0.78
|
|
|
$
|
0.78
|
|
|
$
|
0.63
|
|
|
|
Fiscal Quarter Ended
|
||||||||||||||
(in thousands, except per share data)
|
|
December 31,
2015 |
|
September 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
||||||||
Revenue
|
|
$
|
251,647
|
|
|
$
|
237,840
|
|
|
$
|
235,485
|
|
|
$
|
217,781
|
|
Gross profit
|
|
214,655
|
|
|
201,259
|
|
|
197,700
|
|
|
181,893
|
|
||||
Operating income
|
|
96,943
|
|
|
90,183
|
|
|
86,495
|
|
|
80,058
|
|
||||
Net income
|
|
68,021
|
|
|
66,033
|
|
|
62,335
|
|
|
56,132
|
|
||||
Earnings per share – basic
|
|
$
|
0.77
|
|
|
$
|
0.74
|
|
|
$
|
0.69
|
|
|
$
|
0.62
|
|
Earnings per share – diluted
|
|
$
|
0.75
|
|
|
$
|
0.72
|
|
|
$
|
0.68
|
|
|
$
|
0.61
|
|
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:
|
(c)
|
Financial Statement Schedule:
|
/s/ A
JEI
S. G
OPAL
|
|
/s/ M
ARIA
T. S
HIELDS
|
Ajei S. Gopal
|
|
Maria T. Shields
|
President and Chief Executive Officer
|
|
Chief Financial Officer
|
February 23, 2017
|
|
February 23, 2017
|
/s/ Deloitte & Touche LLP
|
Pittsburgh, Pennsylvania
|
February 23, 2017
|
/s/ Deloitte & Touche LLP
|
Pittsburgh, Pennsylvania
|
February 23, 2017
|
|
December 31,
|
||||||
(in thousands, except share and per share data)
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
822,479
|
|
|
$
|
784,168
|
|
Short-term investments
|
381
|
|
|
446
|
|
||
Accounts receivable, less allowance for doubtful accounts of $5,700 and $5,200, respectively
|
107,192
|
|
|
91,579
|
|
||
Other receivables and current assets
|
239,349
|
|
|
200,233
|
|
||
Total current assets
|
1,169,401
|
|
|
1,076,426
|
|
||
Property and equipment, net
|
54,677
|
|
|
61,924
|
|
||
Goodwill
|
1,337,215
|
|
|
1,332,348
|
|
||
Other intangible assets, net
|
172,619
|
|
|
220,553
|
|
||
Other long-term assets
|
24,287
|
|
|
5,757
|
|
||
Deferred income taxes
|
42,327
|
|
|
32,896
|
|
||
Total assets
|
$
|
2,800,526
|
|
|
$
|
2,729,904
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
7,395
|
|
|
$
|
4,865
|
|
Accrued bonuses and commissions
|
49,487
|
|
|
46,141
|
|
||
Accrued income taxes
|
5,263
|
|
|
4,695
|
|
||
Other accrued expenses and liabilities
|
73,676
|
|
|
63,801
|
|
||
Deferred revenue
|
403,279
|
|
|
364,644
|
|
||
Total current liabilities
|
539,100
|
|
|
484,146
|
|
||
Long-term liabilities:
|
|
|
|
||||
Deferred income taxes
|
2,259
|
|
|
2,091
|
|
||
Other long-term liabilities
|
50,762
|
|
|
49,240
|
|
||
Total long-term liabilities
|
53,021
|
|
|
51,331
|
|
||
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 shares issued
|
932
|
|
|
932
|
|
||
Additional paid-in capital
|
883,010
|
|
|
894,469
|
|
||
Retained earnings
|
2,057,665
|
|
|
1,792,029
|
|
||
Treasury stock, at cost: 7,548,188 and 5,096,505 shares, respectively
|
(675,550
|
)
|
|
(440,839
|
)
|
||
Accumulated other comprehensive loss
|
(57,652
|
)
|
|
(52,164
|
)
|
||
Total stockholders' equity
|
2,208,405
|
|
|
2,194,427
|
|
||
Total liabilities and stockholders' equity
|
$
|
2,800,526
|
|
|
$
|
2,729,904
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Software licenses
|
$
|
568,174
|
|
|
$
|
555,105
|
|
|
$
|
564,502
|
|
Maintenance and service
|
420,291
|
|
|
387,648
|
|
|
371,519
|
|
|||
Total revenue
|
988,465
|
|
|
942,753
|
|
|
936,021
|
|
|||
Cost of sales:
|
|
|
|
|
|
||||||
Software licenses
|
28,860
|
|
|
29,105
|
|
|
30,607
|
|
|||
Amortization
|
38,092
|
|
|
38,755
|
|
|
37,653
|
|
|||
Maintenance and service
|
79,908
|
|
|
79,386
|
|
|
85,126
|
|
|||
Total cost of sales
|
146,860
|
|
|
147,246
|
|
|
153,386
|
|
|||
Gross profit
|
841,605
|
|
|
795,507
|
|
|
782,635
|
|
|||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
269,515
|
|
|
253,603
|
|
|
246,376
|
|
|||
Research and development
|
183,093
|
|
|
168,831
|
|
|
165,421
|
|
|||
Amortization
|
12,755
|
|
|
19,394
|
|
|
23,388
|
|
|||
Total operating expenses
|
465,363
|
|
|
441,828
|
|
|
435,185
|
|
|||
Operating income
|
376,242
|
|
|
353,679
|
|
|
347,450
|
|
|||
Interest expense
|
(221
|
)
|
|
(325
|
)
|
|
(779
|
)
|
|||
Interest income
|
4,209
|
|
|
2,829
|
|
|
3,002
|
|
|||
Other income (expense), net
|
85
|
|
|
582
|
|
|
(1,534
|
)
|
|||
Income before income tax provision
|
380,315
|
|
|
356,765
|
|
|
348,139
|
|
|||
Income tax provision
|
114,679
|
|
|
104,244
|
|
|
93,449
|
|
|||
Net income
|
$
|
265,636
|
|
|
$
|
252,521
|
|
|
$
|
254,690
|
|
Earnings per share – basic:
|
|
|
|
|
|
||||||
Earnings per share
|
$
|
3.05
|
|
|
$
|
2.82
|
|
|
$
|
2.77
|
|
Weighted average shares
|
87,227
|
|
|
89,561
|
|
|
92,067
|
|
|||
Earnings per share – diluted:
|
|
|
|
|
|
||||||
Earnings per share
|
$
|
2.99
|
|
|
$
|
2.76
|
|
|
$
|
2.70
|
|
Weighted average shares
|
88,969
|
|
|
91,502
|
|
|
94,194
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
265,636
|
|
|
$
|
252,521
|
|
|
$
|
254,690
|
|
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(5,488
|
)
|
|
(20,410
|
)
|
|
(29,110
|
)
|
|||
Comprehensive income
|
$
|
260,148
|
|
|
$
|
232,111
|
|
|
$
|
225,580
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
265,636
|
|
|
$
|
252,521
|
|
|
$
|
254,690
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
69,587
|
|
|
77,670
|
|
|
81,924
|
|
|||
Deferred income tax benefit
|
(10,921
|
)
|
|
(15,196
|
)
|
|
(18,859
|
)
|
|||
Provision for bad debts
|
2,009
|
|
|
1,304
|
|
|
2,104
|
|
|||
Stock-based compensation expense
|
33,347
|
|
|
33,951
|
|
|
36,861
|
|
|||
Excess tax benefits from stock-based compensation
|
(9,153
|
)
|
|
(8,176
|
)
|
|
(14,531
|
)
|
|||
Other
|
1,290
|
|
|
1,413
|
|
|
868
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(17,388
|
)
|
|
6,044
|
|
|
(5,554
|
)
|
|||
Other receivables and current assets
|
(39,644
|
)
|
|
(17,662
|
)
|
|
(877
|
)
|
|||
Other long-term assets
|
(7,167
|
)
|
|
273
|
|
|
(1,838
|
)
|
|||
Accounts payable, accrued expenses and current liabilities
|
16,919
|
|
|
(6,993
|
)
|
|
8,208
|
|
|||
Accrued income taxes
|
9,052
|
|
|
5,770
|
|
|
12,102
|
|
|||
Deferred revenue
|
41,430
|
|
|
40,566
|
|
|
35,548
|
|
|||
Other long-term liabilities
|
1,830
|
|
|
(3,962
|
)
|
|
(5,339
|
)
|
|||
Net cash provided by operating activities
|
356,827
|
|
|
367,523
|
|
|
385,307
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Acquisitions, net of cash acquired
|
(7,891
|
)
|
|
(46,117
|
)
|
|
(103,016
|
)
|
|||
Capital expenditures
|
(12,443
|
)
|
|
(16,145
|
)
|
|
(26,023
|
)
|
|||
Other investing activities
|
(11,839
|
)
|
|
230
|
|
|
(231
|
)
|
|||
Net cash used in investing activities
|
(32,173
|
)
|
|
(62,032
|
)
|
|
(129,270
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Purchase of treasury stock
|
(336,335
|
)
|
|
(337,910
|
)
|
|
(233,793
|
)
|
|||
Restricted stock withholding taxes paid in lieu of issued shares
|
(5,057
|
)
|
|
(4,446
|
)
|
|
(5,108
|
)
|
|||
Contingent consideration payments
|
(1,048
|
)
|
|
(1,173
|
)
|
|
(4,504
|
)
|
|||
Proceeds from shares issued for stock-based compensation
|
53,811
|
|
|
43,623
|
|
|
43,323
|
|
|||
Excess tax benefits from stock-based compensation
|
9,153
|
|
|
8,176
|
|
|
14,531
|
|
|||
Other financing activities
|
(1
|
)
|
|
(21
|
)
|
|
(91
|
)
|
|||
Net cash used in financing activities
|
(279,477
|
)
|
|
(291,751
|
)
|
|
(185,642
|
)
|
|||
Effect of exchange rate fluctuations on cash and cash equivalents
|
(6,866
|
)
|
|
(17,636
|
)
|
|
(24,817
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
38,311
|
|
|
(3,896
|
)
|
|
45,578
|
|
|||
Cash and cash equivalents, beginning of period
|
784,168
|
|
|
788,064
|
|
|
742,486
|
|
|||
Cash and cash equivalents, end of period
|
$
|
822,479
|
|
|
$
|
784,168
|
|
|
$
|
788,064
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid
|
$
|
118,455
|
|
|
$
|
107,218
|
|
|
$
|
118,004
|
|
Interest paid
|
$
|
822
|
|
|
$
|
620
|
|
|
$
|
643
|
|
Fair value of stock options and restricted stock awards assumed in connection with acquisitions
|
$
|
—
|
|
|
$
|
3,528
|
|
|
$
|
68
|
|
Construction-in-progress - leased facility
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(18,136
|
)
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Treasury Stock
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders'
Equity
|
|||||||||||||||||
(in thousands)
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||||
Balance, January 1, 2014
|
93,236
|
|
$
|
932
|
|
|
$
|
926,031
|
|
|
$
|
1,284,818
|
|
|
918
|
|
|
$
|
(72,891
|
)
|
|
$
|
(2,644
|
)
|
|
$
|
2,136,246
|
|
Treasury shares acquired
|
|
|
|
|
|
|
|
|
2,977
|
|
|
(233,793
|
)
|
|
|
|
(233,793
|
)
|
||||||||||
Stock-based compensation activity, including tax benefit of $14,970
|
|
|
|
|
|
(20,628
|
)
|
|
|
|
(1,424
|
)
|
|
110,674
|
|
|
|
|
90,046
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(29,110
|
)
|
|
(29,110
|
)
|
|||||||||||
Net income for the year
|
|
|
|
|
|
|
254,690
|
|
|
|
|
|
|
|
|
254,690
|
|
|||||||||||
Acquisition-related activity
|
|
|
|
|
(578
|
)
|
|
|
|
|
|
|
|
|
|
(578
|
)
|
|||||||||||
Balance, December 31, 2014
|
93,236
|
|
932
|
|
|
904,825
|
|
|
1,539,508
|
|
|
2,471
|
|
|
(196,010
|
)
|
|
(31,754
|
)
|
|
2,217,501
|
|
||||||
Treasury shares acquired
|
|
|
|
|
|
|
|
|
3,833
|
|
|
(337,910
|
)
|
|
|
|
(337,910
|
)
|
||||||||||
Stock-based compensation activity, including tax benefit of $6,068
|
|
|
|
|
|
(8,434
|
)
|
|
|
|
(1,139
|
)
|
|
87,631
|
|
|
|
|
79,197
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(20,410
|
)
|
|
(20,410
|
)
|
|||||||||||
Net income for the year
|
|
|
|
|
|
|
252,521
|
|
|
|
|
|
|
|
|
252,521
|
|
|||||||||||
Acquisition-related activity
|
|
|
|
|
(1,922
|
)
|
|
|
|
(68
|
)
|
|
5,450
|
|
|
|
|
3,528
|
|
|||||||||
Balance, December 31, 2015
|
93,236
|
|
932
|
|
|
894,469
|
|
|
1,792,029
|
|
|
5,097
|
|
|
(440,839
|
)
|
|
(52,164
|
)
|
|
2,194,427
|
|
||||||
Treasury shares acquired
|
|
|
|
|
|
|
|
|
3,700
|
|
|
(336,335
|
)
|
|
|
|
(336,335
|
)
|
||||||||||
Stock-based compensation activity, including tax benefit of $8,065
|
|
|
|
|
|
(11,459
|
)
|
|
|
|
(1,249
|
)
|
|
101,624
|
|
|
|
|
90,165
|
|
||||||||
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,488
|
)
|
|
(5,488
|
)
|
|||||||||||
Net income for the year
|
|
|
|
|
|
|
265,636
|
|
|
|
|
|
|
|
|
265,636
|
|
|||||||||||
Balance, December 31, 2016
|
93,236
|
|
$
|
932
|
|
|
$
|
883,010
|
|
|
$
|
2,057,665
|
|
|
7,548
|
|
|
$
|
(675,550
|
)
|
|
$
|
(57,652
|
)
|
|
$
|
2,208,405
|
|
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, 2016
|
|
December 31, 2015
|
||||||||
(in thousands, except percentages)
|
Amount
|
|
% of Total
|
|
Amount
|
|
% of Total
|
||||
Cash accounts
|
$
|
488,504
|
|
|
59.4
|
|
$
|
427,244
|
|
|
54.5
|
Money market funds
|
333,975
|
|
|
40.6
|
|
356,924
|
|
|
45.5
|
||
Total
|
$
|
822,479
|
|
|
|
|
$
|
784,168
|
|
|
|
|
|
Year Ended December 31,
|
|||||||
(as a % of revenue)
|
|
2016
|
|
2015
|
|
2014
|
|||
Revenue from channel partners
|
|
24
|
%
|
|
24
|
%
|
|
25
|
%
|
Largest channel partner
|
|
5
|
%
|
|
5
|
%
|
|
4
|
%
|
2
nd
largest channel partner
|
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
|
As of December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Cash and cash equivalents held domestically
|
$
|
593,348
|
|
|
$
|
539,031
|
|
Cash and cash equivalents held by foreign subsidiaries
|
229,131
|
|
|
245,137
|
|
||
Cash and cash equivalents held in excess of deposit insurance, foreign and domestic
|
805,374
|
|
|
763,400
|
|
||
Largest balance of cash and cash equivalents held with one financial institution, foreign and domestic
|
377,602
|
|
|
440,650
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
|
$
|
265,636
|
|
|
$
|
252,521
|
|
|
$
|
254,690
|
|
Weighted average shares outstanding – basic
|
|
87,227
|
|
|
89,561
|
|
|
92,067
|
|
|||
Dilutive effect of stock plans
|
|
1,742
|
|
|
1,941
|
|
|
2,127
|
|
|||
Weighted average shares outstanding – diluted
|
|
88,969
|
|
|
91,502
|
|
|
94,194
|
|
|||
Basic earnings per share
|
|
$
|
3.05
|
|
|
$
|
2.82
|
|
|
$
|
2.77
|
|
Diluted earnings per share
|
|
$
|
2.99
|
|
|
$
|
2.76
|
|
|
$
|
2.70
|
|
Anti-dilutive options
|
|
260
|
|
|
206
|
|
|
718
|
|
3.
|
Acquisitions
|
(in thousands)
|
|
||
Cash
|
$
|
723
|
|
Accounts receivable and other tangible assets
|
1,857
|
|
|
Developed technology (10-year life)
|
15,800
|
|
|
Customer relationships (6-year life)
|
9,400
|
|
|
Trade name (6-year life)
|
1,300
|
|
|
Contract backlog (6-year life)
|
550
|
|
|
Non-compete agreement (2-year life)
|
300
|
|
|
Net deferred tax assets
|
9,288
|
|
|
Accounts payable and other liabilities
|
(2,011
|
)
|
|
Deferred revenue
|
(700
|
)
|
|
Total identifiable net assets
|
$
|
36,507
|
|
Goodwill
|
$
|
48,453
|
|
4.
|
Other Receivables and Current Assets
|
|
December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
Receivables related to unrecognized revenue
|
$
|
199,119
|
|
|
$
|
170,186
|
|
Income taxes receivable, including overpayments and refunds
|
15,718
|
|
|
7,877
|
|
||
Prepaid expenses and other current assets
|
24,512
|
|
|
22,170
|
|
||
Total other receivables and current assets
|
$
|
239,349
|
|
|
$
|
200,233
|
|
5.
|
Property and Equipment
|
|
|
|
|
December 31,
|
||||||
(in thousands)
|
|
Estimated Useful Lives
|
|
2016
|
|
2015
|
||||
Equipment
|
|
1-10 years
|
|
$
|
78,614
|
|
|
$
|
78,932
|
|
Computer software
|
|
1-5 years
|
|
30,867
|
|
|
33,710
|
|
||
Buildings
|
|
10-40 years
|
|
25,472
|
|
|
25,041
|
|
||
Leasehold improvements
|
|
1-15 years
|
|
11,571
|
|
|
12,621
|
|
||
Furniture
|
|
1-13 years
|
|
8,618
|
|
|
8,601
|
|
||
Land
|
|
|
|
1,759
|
|
|
1,759
|
|
||
Property and equipment, gross
|
|
|
|
156,901
|
|
|
160,664
|
|
||
Less: Accumulated depreciation
|
|
|
|
(102,224
|
)
|
|
(98,740
|
)
|
||
Property and equipment, net
|
|
|
|
$
|
54,677
|
|
|
$
|
61,924
|
|
6.
|
Goodwill and Intangible Assets
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
(in thousands)
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Finite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Developed software and core technologies (3 – 11 years)
|
$
|
338,594
|
|
|
$
|
(275,130
|
)
|
|
$
|
336,262
|
|
|
$
|
(251,201
|
)
|
Customer lists and contract backlog (5 – 15 years)
|
159,549
|
|
|
(88,414
|
)
|
|
159,885
|
|
|
(76,160
|
)
|
||||
Trade names (2 – 10 years)
|
127,952
|
|
|
(90,289
|
)
|
|
127,903
|
|
|
(76,493
|
)
|
||||
Total
|
$
|
626,095
|
|
|
$
|
(453,833
|
)
|
|
$
|
624,050
|
|
|
$
|
(403,854
|
)
|
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||||
Trade names
|
$
|
357
|
|
|
|
|
$
|
357
|
|
|
|
(in thousands)
|
2016
|
|
2015
|
||||
Beginning balance - January 1
|
$
|
1,332,348
|
|
|
$
|
1,312,182
|
|
Acquisitions
|
6,184
|
|
|
28,561
|
|
||
Adjustments
(1)
|
(1
|
)
|
|
(4,573
|
)
|
||
Currency translation
|
(1,316
|
)
|
|
(3,822
|
)
|
||
Ending balance - December 31
|
$
|
1,337,215
|
|
|
$
|
1,332,348
|
|
7.
|
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, 2016
|
|
Quoted Prices in
Active Markets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
333,975
|
|
|
$
|
333,975
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Short-term investments
|
$
|
381
|
|
|
$
|
—
|
|
|
$
|
381
|
|
|
$
|
—
|
|
Deferred compensation plan investments
|
$
|
459
|
|
|
$
|
459
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Fair Value Measurement Using
Significant Unobservable Inputs
|
||
(in thousands)
|
Contingent
Consideration
|
||
Balance as of January 1, 2015
|
$
|
2,621
|
|
Contingent payments
|
(1,456
|
)
|
|
Interest expense and foreign exchange activity included in earnings
|
211
|
|
|
Balance as of December 31, 2015
|
$
|
1,376
|
|
Contingent payments
|
(1,448
|
)
|
|
Interest expense and foreign exchange activity included in earnings
|
72
|
|
|
Balance as of December 31, 2016
|
$
|
—
|
|
8.
|
Income Taxes
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Federal statutory tax rate
|
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
State income taxes, net of federal benefit
|
|
1.6
|
|
|
1.1
|
|
|
1.2
|
|
Uncertain tax positions
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.9
|
)
|
Research and development credits
|
|
(1.0
|
)
|
|
(1.1
|
)
|
|
(1.1
|
)
|
Benefit from restructuring activities
|
|
(2.2
|
)
|
|
(2.7
|
)
|
|
(4.1
|
)
|
Domestic production activity benefit
|
|
(3.7
|
)
|
|
(3.1
|
)
|
|
(3.5
|
)
|
Other
|
|
0.7
|
|
|
0.4
|
|
|
0.2
|
|
|
|
30.2
|
%
|
|
29.2
|
%
|
|
26.8
|
%
|
|
|
December 31,
|
||||||
(in thousands)
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
32,969
|
|
|
$
|
40,939
|
|
Stock-based compensation
|
|
23,652
|
|
|
23,258
|
|
||
Employee benefits
|
|
17,187
|
|
|
17,044
|
|
||
Uncertain tax positions
|
|
11,562
|
|
|
10,233
|
|
||
Deferred revenue
|
|
6,382
|
|
|
8,603
|
|
||
Research and development credits
|
|
3,889
|
|
|
3,562
|
|
||
Allowance for doubtful accounts
|
|
2,078
|
|
|
1,888
|
|
||
Other
|
|
3,163
|
|
|
3,240
|
|
||
Valuation allowance
|
|
(1,625
|
)
|
|
(603
|
)
|
||
|
|
99,257
|
|
|
108,164
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Other intangible assets
|
|
(56,195
|
)
|
|
(73,933
|
)
|
||
Property and equipment
|
|
(2,994
|
)
|
|
(3,426
|
)
|
||
|
|
(59,189
|
)
|
|
(77,359
|
)
|
||
Net deferred tax assets
|
|
$
|
40,068
|
|
|
$
|
30,805
|
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefit as of January 1
|
|
$
|
16,067
|
|
|
$
|
16,342
|
|
|
$
|
19,590
|
|
Gross increases—tax positions in prior period
|
|
983
|
|
|
64
|
|
|
488
|
|
|||
Gross decreases—tax positions in prior period
|
|
(2,502
|
)
|
|
(850
|
)
|
|
(3,715
|
)
|
|||
Gross increases—tax positions in current period
|
|
2,725
|
|
|
4,064
|
|
|
2,513
|
|
|||
Reductions due to a lapse of the applicable statute of limitations
|
|
(927
|
)
|
|
(2,808
|
)
|
|
(1,924
|
)
|
|||
Changes due to currency fluctuation
|
|
(348
|
)
|
|
(653
|
)
|
|
(610
|
)
|
|||
Settlements
|
|
(789
|
)
|
|
(92
|
)
|
|
—
|
|
|||
Unrecognized tax benefit as of December 31
|
|
$
|
15,209
|
|
|
$
|
16,067
|
|
|
$
|
16,342
|
|
9.
|
Pension and Profit-Sharing Plans
|
10.
|
Non-Compete and Employment Agreements
|
11.
|
Stock-Based Compensation
|
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share amounts)
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales:
|
|
|
|
|
|
|
||||||
Software licenses
|
|
$
|
701
|
|
|
$
|
745
|
|
|
$
|
1,776
|
|
Maintenance and service
|
|
1,578
|
|
|
1,868
|
|
|
2,035
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Selling, general and administrative
|
|
15,990
|
|
|
17,153
|
|
|
17,073
|
|
|||
Research and development
|
|
15,078
|
|
|
14,185
|
|
|
15,977
|
|
|||
Stock-based compensation expense before taxes
|
|
33,347
|
|
|
33,951
|
|
|
36,861
|
|
|||
Related income tax benefits
|
|
(10,538
|
)
|
|
(11,656
|
)
|
|
(10,927
|
)
|
|||
Stock-based compensation expense, net of taxes
|
|
$
|
22,809
|
|
|
$
|
22,295
|
|
|
$
|
25,934
|
|
Net impact on earnings per share:
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
|
$
|
(0.26
|
)
|
|
$
|
(0.25
|
)
|
|
$
|
(0.28
|
)
|
Diluted earnings per share
|
|
$
|
(0.26
|
)
|
|
$
|
(0.24
|
)
|
|
$
|
(0.28
|
)
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
(options in thousands)
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|
Options
|
|
Weighted-
Average
Exercise
Price
|
|||||||||
Outstanding, beginning of year
|
|
3,986
|
|
|
$
|
51.07
|
|
|
4,932
|
|
|
$
|
48.76
|
|
|
6,166
|
|
|
$
|
44.77
|
|
Granted
|
|
260
|
|
|
$
|
94.38
|
|
|
57
|
|
|
$
|
88.10
|
|
|
150
|
|
|
$
|
81.09
|
|
Issued pursuant to acquisitions
|
|
—
|
|
|
$
|
—
|
|
|
8
|
|
|
$
|
12.26
|
|
|
21
|
|
|
$
|
23.26
|
|
Exercised
|
|
(1,082
|
)
|
|
$
|
45.57
|
|
|
(975
|
)
|
|
$
|
40.52
|
|
|
(1,266
|
)
|
|
$
|
31.36
|
|
Forfeited
|
|
(28
|
)
|
|
$
|
72.07
|
|
|
(36
|
)
|
|
$
|
70.15
|
|
|
(139
|
)
|
|
$
|
61.11
|
|
Outstanding, end of year
|
|
3,136
|
|
|
$
|
56.37
|
|
|
3,986
|
|
|
$
|
51.07
|
|
|
4,932
|
|
|
$
|
48.76
|
|
Vested and Exercisable, end of year
|
|
2,762
|
|
|
$
|
51.80
|
|
|
3,539
|
|
|
$
|
48.29
|
|
|
3,958
|
|
|
$
|
44.22
|
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted-Average Remaining Contractual Term
(in years)
|
|
|
|
|
|
|
||||||
Outstanding
|
|
4.62
|
|
|
4.85
|
|
|
5.53
|
|
|||
Vested and Exercisable
|
|
4.04
|
|
|
4.53
|
|
|
5.00
|
|
|||
Aggregate Intrinsic Value
(in thousands)
|
|
|
|
|
|
|
||||||
Outstanding
|
|
$
|
113,822
|
|
|
$
|
165,131
|
|
|
$
|
163,932
|
|
Vested and Exercisable
|
|
$
|
112,379
|
|
|
$
|
156,487
|
|
|
$
|
149,536
|
|
|
|
Year Ended December 31,
|
||||
|
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
|
1.19% to 1.93%
|
|
1.18% to 1.65%
|
|
1.49% to 1.76%
|
Expected dividend yield
|
|
—%
|
|
—%
|
|
—%
|
Expected volatility
|
|
24%
|
|
25%
|
|
35%
|
Expected term
|
|
5.7 years
|
|
5.6 years
|
|
5.7 years
|
Weighted-average fair value per share
|
|
$23.96
|
|
$30.83
|
|
$32.26
|
(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 - $40.89
|
|
874
|
|
|
2.35
|
|
$
|
34.25
|
|
|
868
|
|
|
$
|
34.39
|
|
$41.33 - $58.67
|
|
1,175
|
|
|
4.25
|
|
$
|
54.02
|
|
|
1,175
|
|
|
$
|
54.02
|
|
$61.68 - $69.70
|
|
641
|
|
|
5.71
|
|
$
|
67.38
|
|
|
641
|
|
|
$
|
67.38
|
|
$73.45 - $95.09
|
|
446
|
|
|
8.47
|
|
$
|
90.11
|
|
|
78
|
|
|
$
|
83.78
|
|
|
Year Ended December 31,
|
||||
Assumptions used in Monte Carlo lattice pricing model
|
2016
|
|
2015
|
|
2014
|
Risk-free interest rate
|
1.0%
|
|
1.1%
|
|
0.7%
|
Expected dividend yield
|
—%
|
|
—%
|
|
—%
|
Expected volatility—ANSYS stock price
|
21%
|
|
23%
|
|
25%
|
Expected volatility—NASDAQ Composite Index
|
16%
|
|
14%
|
|
15%
|
Expected term
|
2.8 years
|
|
2.8 years
|
|
2.8 years
|
Correlation factor
|
0.65
|
|
0.60
|
|
0.70
|
12.
|
Stock Repurchase Program
|
|
Year Ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2016
|
|
2015
|
|
2014
|
||||||
Number of shares repurchased
|
3,700
|
|
|
3,833
|
|
|
2,977
|
|
|||
Average price paid per share
|
$
|
90.90
|
|
|
$
|
88.16
|
|
|
$
|
78.54
|
|
Total cost
|
$
|
336,335
|
|
|
$
|
337,910
|
|
|
$
|
233,793
|
|
13.
|
Employee Stock Purchase Plan
|
14.
|
Leases
|
15.
|
Royalty Agreements
|
16.
|
Geographic Information
|
|
Year Ended December 31,
|
||||||||||
(in thousands)
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
367,937
|
|
|
$
|
354,433
|
|
|
$
|
320,327
|
|
Japan
|
120,160
|
|
|
104,299
|
|
|
108,757
|
|
|||
Germany
|
99,814
|
|
|
94,546
|
|
|
99,714
|
|
|||
South Korea
|
56,790
|
|
|
55,142
|
|
|
55,606
|
|
|||
France
|
49,294
|
|
|
49,444
|
|
|
58,785
|
|
|||
Canada
|
13,284
|
|
|
13,314
|
|
|
14,034
|
|
|||
Other European
|
139,813
|
|
|
145,985
|
|
|
159,011
|
|
|||
Other international
|
141,373
|
|
|
125,590
|
|
|
119,787
|
|
|||
Total revenue
|
$
|
988,465
|
|
|
$
|
942,753
|
|
|
$
|
936,021
|
|
|
December 31,
|
||||||
(in thousands)
|
2016
|
|
2015
|
||||
United States
|
$
|
43,810
|
|
|
$
|
47,971
|
|
Europe
|
4,753
|
|
|
6,808
|
|
||
India
|
3,033
|
|
|
3,286
|
|
||
Other international
|
3,081
|
|
|
3,859
|
|
||
Total property and equipment, net
|
$
|
54,677
|
|
|
$
|
61,924
|
|
17.
|
Unconditional Purchase Obligations
|
18.
|
Restructuring
|
19.
|
Employment-Related Settlement
|
20.
|
Contingencies and Commitments
|
|
|
|
ANSYS, Inc.
|
||
|
|
|
|
||
Date:
|
February 23, 2017
|
|
By:
|
|
/s/ A
JEI
S. G
OPAL
|
|
|
|
|
|
|
|
|
|
|
|
Ajei S. Gopal
|
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
||
Date:
|
February 23, 2017
|
|
By:
|
|
/s/ M
ARIA
T. S
HIELDS
|
|
|
|
|
|
|
|
|
|
|
|
Maria T. Shields
|
|
|
|
|
|
Chief Financial Officer
|
Signature
|
Title
|
Date
|
|
|
|
/s/ A
JEI
S. G
OPAL
|
President and Chief Executive Officer
(Principal Executive Officer)
|
February 23, 2017
|
Ajei S. Gopal
|
|
|
|
|
|
/s/ M
ARIA
T. S
HIELDS
|
Chief Financial Officer
(Principal Financial Officer and Accounting Officer)
|
February 23, 2017
|
Maria T. Shields
|
|
|
|
|
|
/s/ J
AMES
E. C
ASHMAN
III
|
Non-Executive Chairman of the Board of Directors
|
February 23, 2017
|
James E. Cashman III
|
|
|
|
|
|
/s/ G
UY
D
UBOIS
|
Director
|
February 23, 2017
|
Guy Dubois
|
|
|
|
|
|
/s/ R
ONALD
W. H
OVSEPIAN
|
Lead Independent Director
|
February 23, 2017
|
Ronald W. Hovsepian
|
|
|
|
|
|
/s/ W
ILLIAM
R. M
C
D
ERMOTT
|
Director
|
February 23, 2017
|
William R. McDermott
|
|
|
|
|
|
/s/ B
RADFORD
C. M
ORLEY
|
Director
|
February 23, 2017
|
Bradford C. Morley
|
|
|
|
|
|
/s/ B
ARBARA
V. S
CHERER
|
Director
|
February 23, 2017
|
Barbara V. Scherer
|
|
|
|
|
|
/s/ M
ICHAEL
C. T
HURK
|
Director
|
February 23, 2017
|
Michael C. Thurk
|
|
|
|
|
|
/s/ P
ATRICK
J. Z
ILVITIS
|
Director
|
February 23, 2017
|
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, 2016
Allowance for doubtful accounts |
|
$
|
5,200
|
|
|
$
|
2,009
|
|
|
$
|
1,509
|
|
|
$
|
5,700
|
|
Year ended December 31, 2015
Allowance for doubtful accounts |
|
$
|
5,500
|
|
|
$
|
1,304
|
|
|
$
|
1,604
|
|
|
$
|
5,200
|
|
Year ended December 31, 2014
Allowance for doubtful accounts |
|
$
|
5,700
|
|
|
$
|
2,104
|
|
|
$
|
2,304
|
|
|
$
|
5,500
|
|
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).
|
|
|
|
3.8
|
|
Amendment No. 3 to the Second Amended and Restated By-laws of ANSYS, Inc. (filed as Exhibit 3.1 to the Company's Current Report on Form 8-K filed August 7, 2015, and incorporated herein by reference).
|
|
|
|
3.9
|
|
Amendment No. 4 to the Second Amended and Restated By-laws of ANSYS, Inc. attached hereto as Exhibit 3.9.
|
|
|
|
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
|
|
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).*
|
|
|
|
10.3
|
|
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).
|
|
|
|
10.4
|
|
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).*
|
|
|
|
10.5
|
|
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).*
|
|
|
|
10.6
|
|
Options Granted to Independent Directors Related to the 2005 Annual Meeting of Stockholders on May 10, 2005 (filed as a disclosure in the Company's Current Report on Form 8-K, filed May 13, 2005, and incorporated herein by reference).*
|
|
|
|
10.7
|
|
Amendment to Non-Affiliate Independent Director Compensation on February 9, 2006 (filed as a disclosure in the Company's Current Report on Form 8-K, filed February 15, 2006, and incorporated herein by reference).*
|
|
|
|
10.8
|
|
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).*
|
|
|
|
10.9
|
|
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).*
|
|
|
|
10.10
|
|
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).*
|
|
|
|
10.11
|
|
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).*
|
|
|
|
10.12
|
|
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).*
|
|
|
|
10.13
|
|
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).*
|
|
|
|
10.14
|
|
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).*
|
|
|
|
10.15
|
|
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).*
|
|
|
|
10.16
|
|
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).*
|
|
|
|
10.17
|
|
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).*
|
|
|
|
10.18
|
|
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).*
|
|
|
|
10.19
|
|
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).*
|
|
|
|
10.20
|
|
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).
|
|
|
|
10.21
|
|
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).*
|
|
|
|
10.22
|
|
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).*
|
|
|
|
10.23
|
|
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).*
|
|
|
|
10.24
|
|
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).
|
|
|
|
10.25
|
|
Form of Restricted Stock Unit Agreement under the Fourth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K, filed February 27, 2014, and incorporated herein by reference).*
|
|
|
|
10.26
|
|
ANSYS, Inc. Second Amended and Restated Long-Term Incentive Plan, dated March 5, 2014 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K, filed March 11, 2014, and incorporated herein by reference).*
|
|
|
|
10.27
|
|
Form of Performance-Based Restricted Stock Unit (Total Shareholder Return) Award under the ANSYS, Inc. Second Amended and Restated Long-Term Incentive Plan (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K, filed March 11, 2014, and incorporated herein by reference).*
|
|
|
|
10.28
|
|
Form of Performance-Based Restricted Stock Unit Award under the ANSYS, Inc. Fourth Amended and Restated 1996 Stock Option and Grant Plan (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K, filed March 11, 2014, and incorporated herein by reference).*
|
|
|
|
10.29
|
|
Employment Agreement between ANSYS, Inc. and Ajei S. Gopal, dated August 29, 2016 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed August 29, 2016, and incorporated herein by reference).*
|
|
|
|
10.30
|
|
Form of Restricted Stock Unit Agreement with Ajei S. Gopal (filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 29, 2016, and incorporated herein by reference).*
|
|
|
|
10.31
|
|
Form of Non-Qualified Stock Option Agreement with Ajei S. Gopal (filed as Exhibit 10.3 to the Company's Current Report on Form 8-K filed August 29, 2016, and incorporated herein by reference).*
|
|
|
|
10.32
|
|
Transition Agreement between ANSYS, Inc. and James E. Cashman III, effective as of December 31, 2016 (filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 23, 2016, and incorporated herein by reference).*
|
|
|
|
10.33
|
|
ANSYS, Inc. Third Amended and Restated Employee Stock Purchase Plan (filed as Appendix 2 to the registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2016 and incorporated herein by reference).*
|
|
|
|
10.34
|
|
Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (filed as Appendix 1 to the registrant’s Definitive Proxy Statement on Schedule 14A filed with the SEC on March 31, 2016 and incorporated herein by reference).*
|
|
|
|
10.35
|
|
Form of Restricted Stock Unit Agreement under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, attached hereto as Exhibit 10.35.*
|
|
|
|
10.36
|
|
Form of Non-Qualified Stock Option Agreement under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, attached hereto as Exhibit 10.36.*
|
|
|
|
10.37
|
|
Form of Award Notice under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan, attached hereto as Exhibit 10.37.*
|
|
|
|
10.38
|
|
Form of Restricted Stock Unit Agreement (Non-Employee Directors) under the Fifth Amended and Restated Stock Option and Grant Plan attached hereto as Exhibit 10.38.*
|
|
|
|
14.1
|
|
ANSYS, Inc. - Code of Business Conduct and Ethics, effective July 29, 2016 (filed as Exhibit 14.1 to the Company's Current Report on Form 8-K filed August 4, 2016, 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, 2016 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.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
Incremental Number of
Option Shares Exercisable |
Exercisability Date
|
|
____________________________
|
25%
|
____________________________
|
____________________________
|
25%
|
____________________________
|
____________________________
|
25%
|
____________________________
|
____________________________
|
25%
|
____________________________
|
|
Revenue Growth
|
9.5%
|
10.0%
|
11.5%
|
13.0%
|
15.0%
|
Operating Margin
|
47%
|
0%
|
50%
|
70%
|
90%
|
120%
|
48%
|
35%
|
60%
|
100%
|
120%
|
150%
|
|
49%
|
40%
|
70%
|
110%
|
120%
|
150%
|
|
50%
|
45%
|
80%
|
120%
|
130%
|
150%
|
1.
|
Revenue Growth means the percentage of ____ Revenue growth over ____ Revenue.
|
2.
|
Any acquisitions closed throughout ____ shall be excluded for the purposes of the ____ measured results.
|
3.
|
Operating Margin or Revenue Growth results that fall between adjacent cells above shall be subject to linear interpolation.
|
Subsidiaries of the Registrant as of December 31, 2016
|
Jurisdiction of Incorporation
|
|
|
Esterel Technologies, Inc.
|
California
|
|
|
Gear Design Solutions, Inc.
|
Delaware
|
|
|
SAS IP, Inc.
|
Wyoming
|
|
|
Fluent China Holdings Limited
|
Barbados
|
|
|
ANSYS Belgium, S.A.
|
Belgium
|
|
|
ANSYS Canada Limited
|
Canada
|
|
|
2011767 Ontario Inc.
|
Canada
|
|
|
ANSYS France SAS
|
France
|
|
|
Apache Design Solutions Sarl.
|
France
|
|
|
Esterel Technologies, SAS
|
France
|
|
|
ANSYS Germany GmbH
|
Germany
|
|
|
ANSYS medini Technologies AG
|
Germany
|
|
|
Apache Design Solutions GmbH
|
Germany
|
|
|
Esterel Technologies, GmbH
|
Germany
|
|
|
ANSYS Hong Kong Ltd.
|
Hong Kong
|
|
|
ANSYS Software Private Limited
|
India
|
|
|
Apache Design Solutions Private Ltd.
|
India
|
|
|
Sequence Design India Private Ltd.
|
India
|
|
|
ANSYS Software Ltd.
|
Israel
|
|
|
ANSYS Italia, Srl.
|
Italy
|
|
|
ANSYS Japan K.K.
|
Japan
|
|
|
Apache Design Solutions K.K.
|
Japan
|
|
|
Reaction Design, K.K.
|
Japan
|
|
|
SpaceClaim, K.K.
|
Japan
|
|
|
Apache Design Solutions Yuhan Hoesa
|
Korea
|
|
|
ANSYS Luxembourg Holding Company sarl
|
Luxembourg
|
|
|
ANSYS Luxembourg Sarl
|
Luxembourg
|
|
|
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 OOO
|
Russia
|
|
|
ANSYS Singapore Ltd.
|
Singapore
|
|
|
ANSYS Iberia S.L.
|
Spain
|
|
|
ANSYS Sweden, AB
|
Sweden
|
|
|
ANSYS Switzerland GmbH
|
Switzerland
|
|
|
Taiwan ANSYS Technologies Co.
|
Taiwan
|
|
|
ANSYS UK Limited
|
United Kingdom
|
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 23, 2017
|
/s/ Ajei S. Gopal
|
|
|
Ajei S. Gopal
|
|
|
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 23, 2017
|
/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/
Ajei S. Gopal
|
Ajei S. Gopal
|
President and Chief Executive Officer
|
February 23, 2017
|
(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 23, 2017
|