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美國
證券交易委員會
華盛頓特區 20549
表單 10-K
(標記一個)
根據1934年證券交易法第13或15(d)條的年度報告
截至財年的 12月31日, 2024
根據1934年證券交易法第13條或第15(d)條的過渡報告
過渡期從____到____
委員會檔案編號: 0-20853
安斯科技公司
(註冊人名稱如章程中所列)
特拉華州
04-3219960
註冊或組織的州或其他管轄區
(美國國稅局僱主識別號)
2600 安斯科技 Drive,
卡農斯堡,
賓夕法尼亞州
15317
(主要執行辦公室地址)
(Zip Code)
844-462-6797
註冊人的電話號碼,包括區號
根據法案第12(b)節註冊的證券:
每個類別的標題交易標的註冊的每個交易所的名稱
普通股票,面值每股$0.01安斯科技納斯達克股票市場有限責任公司
(納斯達克全球精選市場)
根據法案第12(g)節註冊的證券:
(類別名稱)
請用勾選標記表示註冊人是否符合證券法第405條規定的著名成熟發行人的定義。     否  ¨
如果註冊人不需要根據法案第13節或第15(d)節提交報告,請用勾號標記。 是的 ¨      
請勾選以下標誌以指示註冊人是否(1)在前12個月內(或註冊人被要求提交此類報告的較短期間內)根據1934年證券交易法第13或15(d)條提交了所有需要提交的報告,以及(2)在過去90天內是否一直受此類提交要求的約束。    否  ¨
請用勾選標記指明註冊人是否在過去12個月(或註冊人被要求提交此類文件的較短期間內)按照法規S-t第405條 (§ 232.405 本章) 提交了每個互動數據文件。        否  ¨
請用勾選標記指明註冊人是否爲大型加速申報人、加速申報人、非加速申報人、小型報告公司或新興成長公司。請參見《交易所法》第120億.2條中對"大型加速申報人"、"加速申報人"、"小型報告公司"和"新興成長公司"的定義。
大型加速報告人
加速報告人
非加速報告者
小型報告公司
新興成長公司
如果是一家新興增長公司,請通過勾選表明註冊人選擇不使用根據交易法第13(a)節提供的任何新的或修訂的財務會計標準的延長期限。 ¨
請通過勾選的方式指明註冊人是否已按照《薩班斯-奧克斯利法案》第404(b)條(15 U.S.C. 7262(b))提交了報告,並由其審計報告的註冊公共會計師事務所對其管理層的內部控制有效性評估進行了鑑證。
如果證券根據法案第12(b)節註冊,請通過勾選標記表明註冊人在提交的文件中包含的基本報表是否反映對以前發佈的基本報表的錯誤更正。
請通過勾選標記,指示這些錯誤更正中是否有重新敘述的內容,是否需要根據§240.10D-1(b)對任何註冊機構的高管在相關恢復期間收到的基於激勵的補償進行恢復分析。
請勾選註冊人是否爲殼公司(根據《法案》第120億.2條的定義)。 是沒有x
截至2024年6月30日,註冊人的非關聯方持有的投票股票的總市值,基於註冊人普通股在納斯達克全球精選市場的收盤價格爲$23,147,000,000.
截至2025年2月14日,註冊人普通股的發行股票總數爲面值每股0.01美元。 87,651,781 股。
引用的文檔:
註冊人2025年股東年會的委託書聲明的部分內容通過引用併入第三部分。



安斯科技公司
2024財年的10-K表年度報告
目錄
第一部分
項目1.
項目1A。
項目10億.
項目1C.
項目2.
項目3。
項目4。
第二部分
第五項。
第六項。
第七項。
項目7A.
項目8。
項目9。
項目9A.
項目90億。
項目9C。
第三部分
第10項。
項目11。
項目12。
項目13。
項目14。
第四部分
項目15。
第16項。

2

目錄
關於未來結果的重要因素
本文報告中的信息來源於我們在10-K表格中的年度報告,可能包含有關預測財務表現、市場和行業板塊增長、產品開發與商業化、與新思科技(Synopsys, Inc.)的擬議交易,包括預期的關閉日期及其潛在利益,或未來運營的其他方面的前瞻性聲明。這些聲明是根據證券法所設立的安全港條款作出的,基於管理層在作出這些聲明時的假設和期望。我們提醒投資者,我們的表現(因此,任何前瞻性聲明)受到風險和不確定性的影響。各種重要因素,包括但不限於在第1A項風險因素中討論的因素,可能導致我們未來的結果與任何前瞻性聲明中預測的結果有重大差異。除非另有說明,所有信息的截至日期爲2024年12月31日。
關於前瞻性聲明的說明
以下討論應與本10-K年報中包含的經過審計的合併基本報表及附註一起閱讀。我們在本10-K年報第二部分第7項中對財務控制項和運營結果的討論和分析是基於我們的合併基本報表,這些報表是根據美國公認會計原則(GAAP)編制的。編制這些基本報表要求我們作出影響資產、負債、營業收入和費用報告金額及相關或有資產和負債披露的估計和判斷。我們持續評估我們的估計,包括與合同營業收入、我們產品和服務的獨立售價、壞賬準備、商譽和其他無形資產的估值、折舊和攤銷的使用年限、經營租賃資產和負債、股票獎勵的公允價值、遞延薪酬、所得稅、不確定的稅務事項、稅務估值準備以及或有事項和訴訟相關的估計。我們基於歷史經驗、市場經驗、預計的未來現金流以及管理層認爲在特定情況下合理的各種其他假設來制定我們的估計,這些結果構成了對資產和負債賬面價值進行判斷的基礎,這些賬面價值並不易從其他來源獲取。實際結果可能與這些估計存在差異。

本年度10-K表格年報包含根據1933年證券法第27A條和1934年證券交易法第21E條(交易所法)的定義的前瞻性聲明。前瞻性聲明是基於某些假設提供當前預期或對未來事件的預測的聲明。前瞻性聲明受到與我們業務相關的風險、不確定性和因素的影響,這可能導致我們實際結果與此類前瞻性聲明中所表達或隱含的預期存在重大差異。

前瞻性陳述使用諸如「預期」、「相信」、「可能」、「估計」、「期待」、「預測」、「打算」、「很可能」、「或許」、「展望」、「計劃」、「預測」、「項目」、「應該」、「目標」或其他類似意思的詞。前瞻性陳述包括關於市場機會的內容,包括我們的整體可尋址市場、與新思科技的擬議交易,包括預期的成交日期及其潛在利益,以及未來運營的其他方面。我們提醒讀者不要對任何此類前瞻性陳述過分依賴,前瞻性陳述只能在發表時有效。我們沒有義務更新前瞻性陳述,無論是由於新信息、未來事件還是其他原因,除非法律要求。

與以下內容相關的風險,包括但不限於,可能導致實際結果與任何前瞻性聲明中所描述的內容存在實質性差異:

我們能夠在預期的條款和時間內完成與新思科技的擬議交易,包括完成與我們的PowerArtist RTL業務相關的剝離,並獲得監管批准,以及與完成與新思科技交易相關的其他條件;

實現與新思科技提議交易的預期利益,包括由於提議交易的公告、待決或完成而對我們和新思科技的業務及與其他商業關係造成的潛在干擾,以及對新思科技普通股長期價值的不確定性;

在與新思科技擬議交易的待決期間對我們的運營的限制,可能會影響我們追求某些業務機會或戰略交易的能力,包括併購的整合。

宏觀經濟環境的不利條件,包括通貨膨脹、經濟衰退和股市及匯率期貨市場的波動;

3

目錄
我們運營所在國家和地區的政治、經濟和監管不確定性;

關稅、交易制裁、出口管制或其他交易壁壘的影響,包括對中國的出口管制限制和許可要求;

由於以色列與哈馬斯及其他中東國家和團體之間的衝突而導致的影響,包括美國與其他國家之間因該衝突導致的外交關係和交易政策變化的影響;

美國與俄羅斯之間或美國與可能支持俄羅斯的其他國家之間的外交關係和貿易政策變化的影響,或由於俄羅斯與烏克蘭之間的衝突而採取類似行動的國家;

由於全球經濟和金融市場的擾動,信貸和流動性受到限制,這可能限制或延遲我們現有或新信貸設施下的信貸可用性,或者可能限制我們以可接受的條件或根本無法獲得信貸或融資;

我們在競爭激烈的勞動市場中及時招聘和留住關鍵人員的能力,包括工資通脹的潛在財務影響及與新思科技提議交易的潛在影響;

我們保護自身專有科技的能力;網絡安全概念威脅或其他安防漏洞,包括通過我們的產品發生的漏洞,以及我們從全球遠程離岸地點進行的活動增多;以及員工或客戶數據的泄露或濫用,無論是由於網絡安全事件還是其他原因;

由於多年的訂閱租賃合同的時機、持續時間和價值,以及我們對年度訂閱租賃和維護合同的高續訂率的依賴,我們的營業收入出現波動;

客戶業務下滑導致採購模式發生不利變化;由於客戶流動性挑戰和商業惡化,帳戶應收款和現金流受到干擾;未來對我們產品和服務的需求及客戶對新產品的接受程度存在不確定性;由於與客戶的銷售和市場互動減少或改變,預期銷售可能會延遲或下降;以及我們的銷售預測與實際銷售之間可能存在差異;

我們以及我們的渠道合作伙伴在相關法域內遵守法律法規的能力;以及應急事件的結果,包括法律訴訟、政府或監管調查和稅務審計案件;

我們運營所在司法管轄區的所得稅估計的不確定性;以及我們運營所在司法管轄區稅法和法規變化的影響;

我們產品的質量,包括特性、功能和集成多物理場能力的強度;我們開發和市場新產品的能力,以應對行業快速變化的科技,包括在我們的產品以及競爭對手的產品中使用人工智能和機器學習;我們產品和服務中的故障或錯誤;以及由於我們所處的競爭環境而導致的價格壓力增加;

對互補公司、產品、服務和技術的投資;我們完成併成功整合收購的能力,以及實現這些交易的財務和業務收益;以及與任何收購相關的債務可能對我們運營產生的影響;

對全球銷售和市場組織及全球業務製造行業的投資,以及對我們的渠道合作伙伴在產品分銷中的依賴;

4

目錄
全球健康危機、自然災害或災難的當前和潛在未來影響;我們的客戶、供應商和監管機構對這些事件採取的應對措施;對我們的業務、全球經濟以及我們合併的基本報表產生的結果影響;以及其他公共健康和安全風險及相關政府行動或命令;

運營中斷通常或特別是與遠程辦公概念的環境轉換相關;以及我們所依賴的,包括製造行業和雲服務的服務供應商的技術基礎設施故障;

我們打算將之前已納稅的利潤再投資,及重新投資我們非美國子公司的其他所有盈利;

未來資本支出的計劃;企業從此類支出中獲得的益處的程度,包括與客戶關係管理相關的益處;以及研發成本高於預期或我們的研發活動減緩的情況;

我們在執行與環保母基、社會和治理事務相關的戰略方面的能力,以及滿足不斷變化和多樣化的期望,包括因不斷變化的監管和其他標準、流程和假設、科學和技術發展的速度、成本增加和所需融資的可用性以及碳市場的變化而帶來的影響;並且

我們時不時向證券交易委員會(SEC)提交的報告中所描述的其他風險和不確定性。


5

目錄

第一部分
項目 1。BUSINESS
安斯科技公司(Ansys,我們)是一家成立於1994年的公司,開發並在全球市場上銷售工程仿真軟體及服務,廣泛應用於高科技、航空航天與國防、汽車、能源、工業設備、材料和化學品、消費品、醫療保健及施工等多個行業和學術領域的工程師、設計師、研究人員和學生。公司總部位於賓夕法尼亞州匹茲堡以南,截至2024年和2023年12月31日,我們分別僱傭了6500人和6200人。我們專注於開發開放和靈活的解決方案,使用戶能夠在本地或通過雲分析設計,提供一個快速、高效和具有成本意識的產品開發的公共平台,從設計概念到最終階段的測試、驗證和部署。我們通過在戰略性全球位置的直接銷售辦公室以及一個全球獨立經銷商和分銷商網絡(統稱爲渠道合作伙伴)分發我們的仿真技術套件。我們打算繼續維持這種混合銷售和分銷模式。我們以一個部門的形式運作和報告。
當富有遠見的公司需要了解其改變世界的想法將如何表現時,他們通過使用安斯科技仿真來縮小設計與現實之間的差距。超過50年來,安斯科技軟體使各行各業的創新者能夠通過利用仿真的預測能力來突破產品設計的邊界。從可持續的交通和先進的衛星系統到拯救生命的醫療設備,安斯科技推動了推動人類進步的創新。
我們的策略是普遍洞察,旨在加深在覈心市場中使用仿真技術,將仿真貫穿於產品生命週期,並將其可及性擴大到更廣泛的用戶數和使用案例。我們的業務有三個增長方向:
更多產品。我們廣泛而深入的多物理場組合使我們能夠與客戶共同成長,因爲他們利用模擬解決跨多個行業的更復雜問題。
更多的用戶。對模擬教育和用戶數體驗簡化的投資使得模擬對更廣泛的用戶群體變得更加可及。
更多的計算。更大更復雜的模擬需要更多的計算,這要求客戶使用更多的安斯科技許可證來完成他們的模擬。
通過數十年的對學術界的投資和增強用戶體驗,我們的解決方案已經變得可接觸且適用於我們的核心「工程」終端用戶之外,能夠覆蓋更多的上游和下游用戶,這就是產品驗證過程。我們的多物理場解決方案使我們的客戶能夠應對從組件到系統和任務級別分析日益複雜的研發挑戰。我們的產品能夠無縫訪問高性能計算能力,以運行模擬,無論是在本地還是在雲端,這意味着我們的客戶的研發團隊不再受限於可能阻礙研發週期的計算能力。通過我們更新的產品策略,我們已經擁抱了五個關鍵科技支柱:數值、高性能計算(HPC)、雲、人工智能(AI)和機器學習(ML),以及數字工程。這些支柱的創新幫助我們改造和現代化業務流程和技術,提供客戶在市場中取勝所依賴的產品。例如,我們在模擬產品組合和技術支持服務中對AI能力的投資提升了客戶體驗,使得模擬民主化和加速,解鎖了更大的設計探索,並推動了下一代創新。
工程軟件仿真市場強勁且不斷增長。市場增長是由客戶對快速、高質量創新的需求驅動的,以成本有效的方式使新產品更快上市,簡化認證流程並降低保修成本。產品複雜性的增加推動了對仿真的持續需求。促使客戶對仿真需求不斷增加的關鍵行業趨勢包括:
電氣化;
自主權;
連接性;
工業互聯網物聯網(IIoT);
數字化轉型/轉向全面數字化工程生態系統;以及
可持續性,包括減少浪費和實體原型製作,以及改善循環性和開發時間。
6

目錄
我們一直在投資,並打算繼續投資於我們的投資組合,以拓寬物理學的區間,並使客戶能夠分析組件、系統和任務層面物理之間的相互作用。我們普遍洞察的策略與近期市場增長機會相一致,併爲未來更廣泛的最終用戶和最終使用案例實現更民主化的仿真奠定了基礎。此外,我們已經與行業板塊領導者合作,並預計將繼續與他們合作,將仿真擴展到其他生態系統和客戶研發工作流程中。

新思科技合併協議
2024年1月15日,我們與新思科技和ALTA收購公司(德拉瓦州公司,屬於新思科技的全資子公司,以下簡稱"合併子公司")簽署了合併協議(以下簡稱"合併協議")。合併協議規定合併子公司與安斯科技合併,安斯科技將作爲新思科技的全資子公司存續。我們的董事會和股東已批准合併協議。如果合併完成,我們的普通股將從納斯達克全球精選市場退市,並根據《交易法》註銷註冊。
根據合併協議,在合併生效時,所有已發行和流通的普通股(按合併協議中規定的某些例外情況)將被取消並轉化爲(i)0.3450(交易所比例)股新思科技每股面值0.01美元的普通股(股票對價)和(ii)197.00美元現金,無利息(每股現金金額),且適用扣繳稅。關於股票對價,如果與合併相關的new思科技普通股的總股份數超過最大股份數(合併生效時新思科技已發行和流通普通股的19.9999%),(a) 交易所比例將減少到必要的最小程度,以使與合併相關的new思科技普通股的總股份數不超過最大股份數,並且 (b) 每股現金金額將相應增加以抵消該調整。
合併協議包含安斯科技、新思科技和合並子公司各自作出的慣例陳述、保證和契約,其中包括,除了其他事項外,還包括關於我們和新思科技在合併協議預期交易進行期間的業務行爲的契約、某些公開披露以及合併協議中描述的其他事項。我們和新思科技已同意盡合理最佳努力採取所有必要行動以完成合並,包括合作獲得完成合並所需的監管批准。我們已同意不做以下事情:(a) 徵求有關替代交易的提案或 (b) 就來自第三方的替代交易提案進行討論或談判或提供非公開信息,受某些例外情況的限制,以允許我們的董事會遵守其受託責任。我們進一步同意停止並終止任何現有的討論或談判(如有)與替代交易有關的事項。
合併協議在某些情況下可以終止,包括如果合併未能在2025年7月15日完成(該日期可由任一方延長至2026年1月15日,具體如合併協議中規定)。如果合併協議被終止,(A)在特定情況下,包括因某些反壟斷或外國投資法律產生的禁令後終止,新思科技將需要向我們支付150000萬的終止費;(B)在特定情況下,我們將需要向新思科技支付95000萬的終止費。
合併的完成需滿足慣常的成交條件,這些條件包括在某些適用的反壟斷和外國投資規定下對合並的批准。我們目前預計交易將在2025年上半年完成。
作爲我們爭取合併獲得監管批准的努力的一部分,我們與Keysight Technologies, Inc.簽署了一項關於出售我們的PowerArtist RTL業務的最終協議。該交易需滿足慣常的成交條件,包括監管機構的審查,以及新思科技提出的收購安斯科技的完成。PowerArtist RTL業務對我們的財務業績沒有實質性的貢獻。
上述合併協議的摘要以及由此所涉及的交易並不聲稱是完整的,完全受合併協議的限制,該協議作爲我們的當前報告於2024年1月16日以8-K表格提交,並在此引用。
安斯科技及其所有品牌、產品、服務和功能名稱、標誌和口號均爲安斯科技或其子公司在美國或其他國家註冊的商標或商標。所有其他品牌、產品、服務和功能名稱或商標均爲其各自所有者的財產。
7

目錄
產品組合
我們的投資組合包括以下能力:
結構
我們的結構分析產品套件提供針對產品設計和優化的仿真工具,旨在提高生產力,減少物理原型製作,並幫助在更短的時間內交付更好、更具創新性的產品。這些工具通過降低產品開發的成本和提高可靠性來解決現實世界中的分析問題。
我們的旗艦結構產品是安斯科技機械™產品,這是一款用於模擬和分析機械和結構系統行爲的有限元分析軟體。它通常用於結構分析,使工程師能夠模擬和研究材料和結構對各種機械負荷的響應,包括靜態、動態、振動和熱負荷。一個關鍵屬性是能夠進行多物理場仿真,在這種仿真中,多個物理現象(如結構力學、熱傳遞、流體動力學和電磁學)相互作用。該軟體能夠處理非線性問題,包括大變形、材料非線性和接觸相互作用。
安斯科技在科技創新方面有着悠久的歷史,包括開多的創新,如非線性自適應以及分離變形和自適應重網格技術,以解決最困難的結構仿真挑戰。我們還提供全面的拓撲優化工具,工程師使用這些工具設計結構元件,以滿足加載要求,同時減少材料和元件的重量。此外,我們全面且可擴展的增材製造解決方案使客戶能夠降低風險,並提供高質量、可認證的零件。2024 R2 噪聲、振動和粗糙度(NVH)工具包包括新的功能和增強,例如頻率響應函數計算器、傳遞路徑分析計算器和電磁(EM)載荷的XML轉換器,這對於汽車設計尤爲有用。
我們的LS-DYNA求解器是顯式動力學多物理場仿真的領導者,全球領先的汽車碰撞、跌落測試、安全氣囊部署和衝擊分析都在使用它。像多尺度協同仿真能力這樣的創新,能夠在分析宏觀尺度的PCB板跌落測試時,預測在微觀尺度下電子元件的可靠性仿真和故障。®
電子產品
我們的電子產品系列提供電磁場模擬軟體,用於設計高性能電子和機電產品。該軟體簡化了設計過程,並預測移動通信和互聯網接入設備、寬帶網絡元件和系統、集成電路(IC)和印刷電路板(PCB)的性能。它還用於低頻應用,如機電系統、汽車元件、工業電動機和功率電子設備。
旗艦版安斯科技高頻結構模擬器™(HFSS)產品用於5G/6G通信、航空電子、A&D和生物醫藥應用的射頻和微波設計的各個方面。它用於先進的天線設計和集成、雷達系統以及電磁干擾分析。創新使電子行業能夠解決一些最具挑戰性的設計問題。先進的自動自適應劃分、切向向量有限元和領域分解的商業實施是一些推動電磁有限元分析的安斯科技發明。諸如網格融合(Mesh Fusion)等技術通過利用高性能計算(HPC)和雲計算,幾乎允許無限規模和範圍的系統級電磁模擬。2024 R2版本的新功能包括HFSS-IC™和Perceive EM™。新的HFSS-IC產品結合了三個強大的電磁求解器,HFSS、RaptorX™和Q3D提取器,®所有這些都在安斯科技電子桌面™平台上。它爲先進的封裝團隊和射頻IC及3D-IC設計師提供了一個統一的多物理場和多尺度異構IC到系統設計的平台。PerceiveEM產品是一個基於GPU的快速計算雷達系統和無線通信設計的拍攝和反射射線求解器。PerceiveEM求解器專門作爲應用程序編程接口提供,可以作爲獨立的腳本解決方案使用,或與第三方平台無縫集成,以支持現有和新的工作流程。
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目錄
流體
我們的流體產品套件能夠建模流體流動和其他相關的物理現象。旗艦軟體安斯科技Fluent® 計算流體動力學(CFD)軟體包用於模擬和分析流體(液體和氣體)的行爲及其與固體結構的相互作用。它通常用於各個行業進行模擬,幫助工程師和研究人員深入了解流體流動、熱傳遞、化學反應及相關現象。創新包括其混合元素非結構化求解器和具有廣泛HPC擴展性的交互式架構。我們最近對流體產品套件的補充大幅減少了使用Fluent的本/native多GPU求解器的模擬求解時間和總體功耗,結果顯示四個典型GPU的性能超過1,000個CPU芯片-雲計算核心。在安斯科技2024 R2中,我們將多GPU支持擴展到在美國超微公司(AMD)GPU卡上運行,爲我們的用戶提供更廣泛的硬件選擇。GPU求解器新增的模型和物理現象打開了更多應用案例的大門,包括聲學模擬、用於航空航天研究的亞聲速/跨聲速模擬和燃燒應用。現在可進行的GPU參數研究使用戶能夠更快地進行並行設計點的運行,以探索設計選項和替代方案。
半導體
半導體設計和製造的進步使得電子架構得以小型化。特別是在新興的3D-IC、finFET和堆疊芯片架構中,幾何尺寸縮小暴露了與功耗和可靠性相關的設計挑戰。我們的功耗分析和優化軟體套件管理從初始原型到系統簽署的電子設計中的功耗預算、功率交付完整性和功率引起的噪聲。這些解決方案提供了與硅測量的相關性以及處理整個電子系統的能力,包括IC、封裝和PCB。
安斯科技 RedHawk-SC™ 是旗艦級電子設計自動化(EDA軟件)工具,用於集成電路的分析和簽署,專注於電源完整性和可靠性問題。半導體設計師和工程師使用它來模擬和優化集成電路和異構三維集成電路中的電力分配網絡,確保其可靠和高效地運行。安斯科技 RedHawk-SC 產品是行業認可的黃金標準電壓降和電遷移多物理場簽署解決方案,適用於數字設計。其強大的分析功能能夠快速識別任何弱點,並進行假設探索以優化電源和性能。Redhawk-SC 產品的雲架構使其具備處理全芯片分析的速度和容量。所有主要晶圓廠對所有 finFET 節點的簽署準確性均已認證,直到 3 納米(nm)。
創新包括「動態」電源噪聲仿真科技,電源分配網絡在現實時間變化負載下的行爲仿真,以及具備分佈式大數據管理能力,可以處理數十億電氣節點的全芯片分析。Redhawk-SC產品和其他安斯科技工具爲行業提供了首個經鑄造驗證的多死區3D-IC設計和5nm/3nm芯片的分層熱分析流程。
光學、AR/VR設備商和光子學
模擬光傳播及其影響對於測量產品性能以及人類的舒適感、感知和安全性至關重要。安斯科技Optics™軟體獨特地模擬了系統的光學性能,評估了最終的照明效果,並預測和驗證了照明和材料變化對外觀和感知質量的影響,所有這些都是在真實條件下進行的。利用光學傳感器和閉環實時模擬,我們的光學模擬能力現在覆蓋了包括激光雷達、攝像頭和雷達在內的多種傳感器的模擬;物理和電子元器件的多物理場模擬;系統功能安全性的分析;以及安全認證嵌入式軟體的自動化開發。這個功能可以集成到與天氣和交通模擬器交互的閉環模擬環境中,用於汽車應用,實現數千種駕駛場景的虛擬執行。
我們的光子設計和仿真工具使客戶能夠預測光在複雜光子結構和系統中的行爲。硅光子學是一個不斷擴展的市場,我們的解決方案提供了一整套工具,用於集成光子元件和系統的設計和分析,類似於傳統的EDA軟件環境。安斯科技Lumerical™產品是一個完整的光子仿真軟件解決方案,能夠設計光子元件、電路和系統。設備和系統級工具協同工作,使設計師能夠建模相互作用的光學、電氣和熱效應。產品之間靈活的互操作性支持各種工作流程,將設備多物理場和光子電路仿真與第三方設計自動化和生產力工具結合在一起。基於Python的自動化和構建及使用緊湊模型的流程支持行業領先的鑄造廠。
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目錄
數字使命工程
我們的任務模擬、建模、測試和分析軟體用於航空航天、軍工股和情報應用,能夠幫助我們的用戶通過模擬從芯片級到客戶整個任務來解決挑戰。數字任務工程產品使工程師、操作員和分析師能夠在工程產品生命週期的所有階段連接建模和模擬工作。用戶可以建模操作環境和資產之間的相互關係,通過準確、動態、基於物理的模擬來驗證系統設計與任務結果的關係。資產的建模可以在多個領域進行,包括陸地、Sea、空中和太空。
我們的科技使客戶能夠考慮產品或系統的整個任務工程。工程產品和系統可能涉及數千個元件、子系統、系統以及必須緊密協作的系統體系。我們的軟體模擬這些拼圖塊及其相互之間的功能關係,同時也越來越多地考慮它們與環境的關係。
材料
憑藉我們的材料科技,客戶可以享受到全球一流的企業材料智能管理系統以及市場領先的材料來源、選擇和管理解決方案。安斯科技Granta MI® 系統是工程企業中領先的材料信息管理系統。安斯科技Granta Selector™科技是材料選擇和材料性能圖形分析的標準工具。全面的材料數據文獻庫加上獨特的軟體工具,使工程師能夠利用材料進行創新和產品演進,快速識別材料問題的解決方案,確認和驗證材料的選擇,並降低材料和開發成本。CES EduPack產品是一套獨特的教學資源,支持工程、設計、科學和可持續發展領域的材料教育。Granta材料數據用於仿真™提供了從安斯科技Mechanical和安斯科技Electronics Desktop環境輕鬆訪問材料性能數據的能力。
3D設計
我們的安斯科技Discovery™產品系列使工程師能夠在產品設計中受益於模擬的洞察力。Discovery產品區間涵蓋從由交互式實時模擬和直觀幾何編輯驅動的早期設計探索工具,到利用經過驗證的旗艦求解器科技和易於使用的指導工作流的詳細產品驗證解決方案。這些工具使設計工程師能夠在整個產品設計過程中利用模擬,並與使用我們的旗艦產品進行更高級分析的模擬專家無縫協作。
Discovery產品的易用性和速度使更多工程師受益於仿真。越來越多的客戶將「左移」或在設計過程中的前期進行仿真作爲一項關鍵業務倡議,使更多工程師、更多分析師和更多設計師能夠儘早洞察他們的產品設計。Discovery應用程序與更廣泛的安斯科技產品組合的集成度不斷提高。這使得許多分析師從Discovery產品開始,然後轉向我們其他應用程序進行更詳細的分析。
我們繼續投資並推進Discovery產品和Discover Live物理科技,提升準確性,擴展功能,加快生產力。進展包括爲IIoT和5G前期天線設計增加電磁仿真,突破求解器數值算法以支持非結構網格,從而在所有CFD應用中提供速度和準確性的雙重保障,以及微軟365的整合,使設計師、分析師和利益相關者通過連接的數字線程實現數據管理和協作。此外,Discovery應用已通過新的安斯科技optiSLang和ModelCenter集成與更廣泛的安斯科技產品組合緊密結合。®® 集成。
嵌入式軟體
Ansys SCADE® 產品套件是嵌入式軟體模擬、代碼生成和自動認證的綜合解決方案。它專爲具有高可靠性要求的關鍵系統而開發,包括航空航天、軌道交通、核能、工業和汽車應用。SCADE 軟體支持整個開發工作流程,從需求分析和設計到驗證、實施和部署。SCADE 軟體解決方案可以輕鬆地相互集成以及我們產品套件的其餘部分集成,從而可以優化開發並增加團隊成員之間的溝通。
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目錄
安全分析
我們的安全和網絡安全威脅分析軟體促進基於模型的安全分析、安全概念創建、安全管理和網絡安全評估,用於安全關鍵的電氣、電子和軟體控制系統。使用該軟體,工程師可以提供更安全和更可靠的產品,縮短上市時間並符合行業標準。安斯科技medini® 分析™桌面產品支持在系統、項目、軟體、硬件和PCB板級別高效應用質量、安全、可靠性和網絡安全分析工程方法。它使工程師能夠提供安全可靠的產品。基於雲的產品安斯科技數字安全管理器™提供可通過網絡訪問的安全分析,以便團隊能夠協作管理產品開發、部署和事件;事件控制項中的安全。
數字孿生
我們的數字孿生構建器® 產品使客戶能夠實施現實世界系統的完整虛擬原型。這些原型可以用於管理產品和資產的整個生命週期。我們的數字孿生仿真範式使客戶能夠隨着時間的推移提高效率,圍繞越來越準確的預測方法安排維護,這些方法通過現實世界的測試和響應變得更加準確。訪問這些信息使工程師能夠從現有資產中解鎖額外價值,防止計劃外停機,降低運營成本,同時提高效率。
自動駕駛車輛模擬
我們的自動駕駛汽車仿真解決方案專門旨在支持安全自動駕駛和先進駕駛輔助系統(ADAS)技術的開發、測試和驗證。與傳統的開發和測試方法相比,這種自動駕駛汽車仿真解決方案能夠在真實環境中對虛擬車輛進行駕駛設計測試,從而節省時間和成本。安斯科技的自動駕駛汽車仿真解決方案提供了一套專用於傳感器和前燈的功能,以開發ADAS和自動化系統。設計師可以利用組件級模型在迴路測試,並動態測試基於物理的傳感器和照明系統。我們的自動化解決方案與流行的駕駛仿真器相連接,以重現真實的駕駛條件,以在不同的交通、地形、天氣和照明條件下測試系統。安斯科技的AVxcelerate™產品可以生成可靠的合成訓練數據,並加上真實信息,以供所有傳感器類型使用;這些數據對基於人工智能/機器學習的感知算法的訓練和驗證至關重要。
學術
我們按照物理領域將商業軟體捆綁,並與高校合作,在教學和研究中利用我們的軟體。目前,91個國家超過2600所高校客戶正在使用安斯科技。此外,我們的數字互動策略已經演變爲包括「獲取、課堂、互動」的模式,這一模式得到了我們的免費學生下載、免費的安斯科技創新課程和通過安斯科技創新空間提供的學習論壇的支持,使學習者能夠輕鬆訪問我們的產品,學習如何使用它,並向同齡人和我們的專家提出問題。我們還致力於在學生團隊贊助、戰略課程和研究機會以及STEM等領域發展合作伙伴關係。
平台
我們的平台是我們一整套愛文思控股多物理場工程仿真技術的基礎框架。它允許工程師和設計師將多種物理的複合效應融入到他們設計的虛擬原型中,並在真實條件下模擬其事件;事件控制項。隨着產品架構變得越來越小、越來越輕且越來越複雜,公司必須能夠準確預測產品在多個物理類型和各種領域學科以耦合方式相互作用的真實環境中的表現。我們的軟體使工程師能夠在一個統一的工程仿真環境中模擬結構、熱傳遞、流體、電子元件、光學元素和嵌入式軟體之間的相互作用。
今天的工程產品越來越複雜,要求新的解決方案以實現最佳設計。產品集成了電子元件和半導體、嵌入式軟體、有線和無線連接以及愛文思控股的傳感器和顯示器。產品的成功要求我們的客戶在更廣泛的背景下考慮整個系統事件;事件控制項。我們已擴展我們的平台,以支持可擴展的解決方案,利用新的算法、額外的物理學、系統解決方案、嵌入式智能、高性能計算(HPC)和集成雲。我們的HPC產品組合和雲解決方案增強了對產品性能的洞察,並提高了設計過程的生產力。
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目錄
以下工具是我們平台的一部分,增加了我們所提供產品核心的能力:
安斯科技 HPC 軟體套件利用多核計算機在更短的時間內執行更多的模擬。這些模擬可以更大、更復雜且更精確,使用 HPC。各種安斯科技 HPC 許可期權允許組織根據需要擴展到所需的計算模擬水平,從單用戶或小用戶組的初級並行處理選項到幾乎無限的並行能力。除了並行計算,安斯科技還提供參數計算的解決方案,使用戶能夠在開發過程早期更全面地探索產品的設計參數(大小、重量、形狀、材料、機械性能等)。
我們的雲產品組合包括兩個市場產品(由AWS™支持的安斯科技網關和在微軟Azure™上的安斯科技訪問)以及一個託管雲產品(安斯科技雲直連™),爲客戶提供可擴展的位置獨立的模擬訪問。我們繼續增強我們的求解器,並與英偉達和AMD等高性能計算領導者合作,以最大化可擴展性和速度。
我們的 Ansys Minerva® platform 是一款知識管理應用程序,可保護關鍵仿真數據,併爲不同地域和職能領域的仿真團隊提供仿真過程和決策支持。Minerva 平台既可用於本地部署,也可用於雲部署,通過將仿真和優化與客戶現有的工具和流程生態系統相連接,從而提供優勢。Minerva 平台提供鏈式數據流的集成和自動化,並提供設計空間探索,以實現最佳性能參數。藉助 Ansys Minerva 平台,客戶可以連接仿真以實現生命週期的可追溯性,並實現協作和決策支持。
PyAnsys™ 是一系列基於Python的開源項目,專門爲希望擴展安斯科技產品能力的工程師量身定製。作爲一組Python客戶端庫,PyAnsys系列爲工程師提供了一整套工具和實用程序,能夠無縫集成到安斯科技軟體中,使他們能夠增強模擬和分析。PyAnsys系列提供了一種可擴展的平台中心化方法,用於開發和部署新的垂直化或特定案例的應用程序和工作流程,充分發揮模擬的優勢。
安斯科技的optiSLang產品是應對計算機輔助工程(CAD)基於穩健設計優化(RDO)挑戰的前沿解決方案。它的最先進算法能夠高效且自動地尋找最穩健的設計配置,從而消除了過去定義RDO的緩慢手動過程。
安斯科技ModelCenter平台是一個基於模型的系統工程(MBSE)軟體平台,用於管理和自動化工程中的仿真過程。它支持任何仿真工具的自動化,並能夠創建和自動化仿真工作流。ModelCenter平台的獨特功能是通過與系統架構建模工具連接,以驗證產品設計生命週期內的系統性能,從而實現嚴格的MBSE支持。該軟體提供了一個集中環境,用於管理仿真輸入、輸出和結果,以及在概念設計階段運行交易研究和優化系統設計。它支持與多種安斯科技仿真工具以及第三方軟體工具的集成。
安斯科技正在利用人工智能和機器學習加速工程設計。人工智能增強的仿真爲工程帶來了速度、創新和可獲取性。安斯科技的SimAI™產品是一個新的雲端生成人工智能平台,它利用之前的仿真結果在幾分鐘內可靠地評估新設計的性能。SimAI使工程師能夠快速測試設計替代方案,而不受傳統求解器的限制,適用於所有設計階段。安斯科技的AI+集成並擴展了我們桌面產品中的人工智能功能,以增強核心功能。例如,機器學習模塊已包含在安斯科技Granta MI AI+的桌面版本中。安斯科技optiSLang AI+允許用戶利用高級場和標量基於機器學習的元模型進行高效的優化、敏感性研究和穩健設計。
PRODUCT DEVELOPMENT
We make significant investments in research and development and emphasize frequent, integrated product releases. These investments are made across five technology pillars: numerics, HPC, AI/ML, cloud and experience and digital engineering. Our investments in these pillars are applicable across our portfolio and demonstrate how we are building upon our product and technology leadership to further differentiate our solutions. Even more exciting is the interplay amongst those pillars, which is benefiting customers by helping them to solve more complex challenges while driving our growth through more users, more products and more computations. Our products also run on the most widely-used engineering computing platforms and operating systems, including Windows, Linux and most UNIX workstations. Our customers increasingly leverage GPU computing hardware and cloud computing to solve large and complex problems. Our machine learning applications enable customers to discover details within their designs and to unlock potential new designs.
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Our total research and development expenses were $528.0 million, $494.9 million and $433.7 million in 2024, 2023 and 2022, respectively, or 20.7%, 21.8% and 21.0% of total revenue, respectively. As of December 31, 2024 and 2023, our product development staff consisted of 2,500 and 2,400 employees, respectively, many of whom hold advanced degrees and have industry experience in engineering, mathematics, computer science or related disciplines. We have traditionally invested significant resources in research and development activities and intend to continue to make investments in expanding the ease of use and capabilities of our broad portfolio of simulation software products.
We recently completed the following major product development activities and releases:
In early February 2025, we released Ansys 2025 R1, which features refined digital engineering-enabling technologies that easily integrate with existing infrastructure, minimizing disruption and empowering teams to collaborate on more innovative products. Supercharged by the power of AI, cloud computing, GPUs and HPC, Ansys 2025 R1 enhancements enable faster, collaborative decision-making, broader design exploration and reduced product design timelines. The release highlights new products and capabilities that deliver fast, high-fidelity, physics-based results, helping teams make informed decisions earlier in the design cycle as well as advancements to its GPU solvers. It also adds web-based, on-demand capabilities to a variety of applications. The Ansys SimAI cloud-enabled AI solution now allows users to expand the training data to gain further insight during post-processing. New capabilities in the Ansys System Architecture Modeler (SAM)™ include support for SysML v2, resulting in more optimized product designs and significant time savings by creating tighter connections across teams while making product requirements accessible and scalable across the engineering organization. CFD HPC Ultimate is a new product that enables enterprise-level CFD capabilities for one job on multiple CPU cores or GPUs.
In July 2024, we released Ansys 2024 R2, which delivered multiphysics innovation across industries and engineering domains. The release fuels collaboration and digital transformation by connecting workflows, integrating AI and optimizing complex design tasks. 2024 R2 enhancements focused on accelerating run times, scaling capacity, enabling digital transformation and providing hardware flexibility, thus making Ansys multiphysics simulations more accessible and powerful. The new Ansys HFSS-IC solver addresses the growing complexity of today’s advanced chip designs. Integrating Ansys’ leading electronic and semiconductor technologies, the new HFSS-IC solver excels at deep electromagnetic analysis for IC signoff across power and signal integrity analysis. Enhancements to Ansys Mechanical structural simulation software for e-powertrain workflows boost overall productivity of NVH analyses by delivering more accurate test correlation, acoustics simulation and speed improvements. This release also includes seamless data transfer between the Ansys Zemax® optical system design software and the Ansys Speos® optical performance analysis solver to more efficiently evaluate and optimize optical designs. For example, the integration unlocks streamlined straylight analysis for optical systems to help users eliminate unwanted effects caused by lens flare, light leakage and scattering in optical systems. Ansys Fluent fluid simulation software boasts new hardware compatibility with AMD GPUs, supporting a broader selection of hardware options. Users working on acoustics, reacting flows, or subsonic/transonic compressible flows can now leverage the multi-GPU solver to run their simulations at exponentially faster speeds with the expansion of physics modeling capabilities. Embedded integration of Ansys optiSLang process integration and design optimization software supports further exploration of design options through built-in parametric optimization.
PRODUCT QUALITY
Our employees generally perform product development tasks according to predefined quality plans, procedures and work instructions. Certain technical support tasks are also subject to a quality process. These plans define, for each project, the methods to be used, the responsibilities of project participants and the quality objectives to be met. The majority of our software products are developed under a quality system that is certified to the ISO 9001:2015 standard. We establish quality plans for our products and services, and subject product designs to multiple levels of testing and verification in accordance with processes established under our quality system.
SALES AND MARKETING
We distribute and support our products through our own direct sales offices, as well as a global network of independent channel partners. Our products are utilized by organizations ranging in size from small consulting firms to the world's largest high-tech and industrial companies.
Our direct sales organization develops a focused, enterprise-wide sales approach and implements a worldwide go-to-market strategy. Our sales and technical support organizations partner extensively with our customers to help ensure effective implementation of our solutions and to provide ongoing support for the usage of our products. The sales organization also provides support to our channel partners in market through the presence of direct sales offices and local sales, marketing, and technical support teams.
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During 2024, we continued to invest in our existing domestic and international sales and marketing teams. In total, our direct sales and marketing organization comprised 3,200 and 3,000 employees as of December 31, 2024 and 2023, respectively. Our sales and marketing teams are responsible for sales, technical support, consulting services and marketing initiatives, as well as operational and administrative activities designed to support our overall revenue growth and expansion strategies.
Our channel partner network provides us with a cost-effective, highly-specialized channel for distribution and technical support of our products. It also enables us to draw on business and technical expertise from a global network, provides relative stability to our operations to help mitigate geography-specific economic trends and provides us with an opportunity to take advantage of new geographic markets or enhance our sales coverage in existing markets.
Channel partners, under the direction of our sales management team, market and sell our products to new customers, expand installations within the existing customer base, offer training and consulting services and often provide the first line of our technical support. Our channel partner certification process helps to confirm that each channel partner has the ongoing capability to adequately represent our expanding product lines and to provide an appropriate level of training, consultation and customer support. We derived 24.8%, 26.1% and 23.9% of our total revenue through the indirect sales channel for the years ended December 31, 2024, 2023 and 2022, respectively.
No single customer accounted for more than 5% of our revenue in 2024, 2023 or 2022. Information with respect to foreign and domestic revenue may be found in Note 18 to the consolidated financial statements in Part IV, Item 15 of this Annual Report on Form 10-K and in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of this Annual Report on Form 10-K.
STRATEGIC ALLIANCES AND MARKETING RELATIONSHIPS
Ansys has and continues to be committed to operating as an open platform, enabling our customers to easily integrate simulation into their R&D workflows. To further that vision, we have established and continue to pursue strategic alliances with advanced technology suppliers, cloud computing providers, hardware vendors, software vendors, specialized application developers and CAD, EDA and product lifecycle management (PLM) providers. We believe that these relationships facilitate accelerated incorporation of advanced technology into our products, provide access to new customers, expand our sales channels, develop specialized product applications and provide direct integration with leading CAD, EDA, product data management and PLM systems.
We have technical relationships with leading CAD vendors, such as Autodesk, PTC and Siemens Digital Industries, to provide direct links between products. These links facilitate the transfer of electronic data models between the CAD systems and our products.
We work with leading EDA software companies, including Altium, Cadence Design Systems, Synopsys, Siemens EDA and Zuken, to support the transfer of data between electronics design and layout software and our electronics simulation portfolio.
We have strategic relationships with public cloud providers to enable customers to seamlessly access HPC in the cloud. With Microsoft, we have developed an offering, Ansys Access powered by Azure, which enables customers to launch Ansys products using their Azure enrollment and connect third-party tools. We also offer Ansys Cloud Direct, which runs on Azure. In addition to our joint initiatives in the cloud, we have a broader relationship with Microsoft focused on market-specific endeavors in digital twins, autonomy and use of AI in simulation.
We also have a strategic relationship with Amazon Web Services (AWS) to transform cloud-based engineering simulations. Ansys Gateway powered by AWS facilitates seamless access and deployment of Ansys products on AWS, making simulation workloads more user-friendly, while offering scalability and flexibility with easy access to software and storage solutions from anywhere with a web browser. Ansys is also building a range of cloud-native and software-as-a-service applications hosted on AWS.
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In addition to marketing relationships to promote the adoption of HPC, we maintain technical relationships with Intel, NVIDIA and AMD to help optimize the solver performance and scalability of our portfolio, enabling faster simulations, better graphics and a shorter time to market for our customers. With NVIDIA, Ansys expanded its collaboration on accelerated computing, advancing 6G communication systems, AI-infused simulation solutions, autonomous vehicles, digital twins, enhanced graphics and visual rendering. Additionally, Ansys joined the Alliance for OpenUSD to strengthen data interoperability and deliver enhanced graphics and visual rendering to its portfolio. In the area of GPU computing, we collaborated with Supermicro and NVIDIA to deliver turnkey hardware, enabling customers to solve larger, more complex models faster. With AMD, we have expanded support in the Ansys Fluent product for AMD Instinct™ MI200 and MI300 accelerators, AMD's data-center-class GPU family. Support for these new GPUs gives customers more flexibility when choosing HPC hardware, both on-premises and in the cloud. We collaborated with Intel Foundry to provide multiphysics signoff solutions with Intel 18A process technology as well as for Intel's innovative 2.5D chip assembly technology. Additionally, we joined the Intel Foundry Accelerator USMAG Alliance to advance secure design for U.S. security applications, enhancing our Redhawk-SC product with comprehensive thermal management for Intel's 18A process technology.
Our Partner Program actively encourages developers of specialized software solutions to use our technology as a development platform for their applications and provides customers with enhanced functionality related to their use of our software. With over 350 technology partnerships, spanning a wide range of solution areas, including materials, optimization, electronics, optical, mechanical, fluid and systems simulation, our partner ecosystem extends the depth and breadth of our technology offerings.
COMPETITION
We believe that there are many factors affecting sales of our software, including ease of use, breadth and depth of functionality, flexibility, quality, ease of integration with other software systems, file compatibility across computer platforms, range of supported computer platforms, performance, price and total cost of ownership, customer service and support, company reputation and financial viability and effectiveness of sales and marketing efforts.
Our competitors include large, global, publicly traded companies; small, geographically-focused firms; startup firms; and solutions produced in-house by the end users. Some of our current and possible future competitors have greater financial, technical, marketing and other resources than us, and some have well-established relationships with current and potential customers of ours. Our current and possible future competitors also include firms that have elected, or may in the future elect, to compete by means of open source licensing. These competitive pressures may result in decreased sales volumes, price reductions and/or increased operating costs, and could result in lower revenues, margins and net income.
PROPRIETARY RIGHTS AND LICENSES
We regard our software as proprietary and rely on a combination of trade secret, copyright, patent and trademark laws, license agreements, nondisclosure and other contractual provisions and technical measures to protect our proprietary rights in our products. We distribute our software products under software license agreements that predominantly grant customers nonexclusive licenses, which are typically nontransferable, for the use of our products. License agreements for our products are generally directly between us and end users. Use of the licensed software product is restricted to designated sites (LAN License) unless the customer obtains a global license (WAN License) for its use of the software product or the software product is by its nature a global-use product. Customers may also license our software products on a named-user basis, which is deemed to be a global WAN license. Software security measures are also employed to prevent unauthorized use of our software products and the licensed software is subject to terms and conditions prohibiting unauthorized use, distribution or reproduction. For most products, customers may lease the product on a fixed-term basis for a fee that includes the license, maintenance, technical support and upgrades or may purchase a perpetual license of the technology with the right to annually purchase ongoing maintenance, technical support and upgrades. For some products, customers purchase an annual subscription for a certain number of named users that includes the license, maintenance, technical support and upgrades or purchase elastic units, which enable the use of any supported product at any time until their licensed volume is met.
We license our software products utilizing a combination of web-based and hard-copy license terms and forms. For certain software products, we primarily rely on "click-wrapped" licenses (i.e., online agreements where the website provider posts terms and conditions, and the user clicks on the "accept" button). The enforceability of these types of agreements under the laws of some jurisdictions is uncertain.
We also seek to protect the source code of our software as a trade secret and as registered unpublished copyrighted work. We have obtained federal trademark registration protection for Ansys and other marks in the United States and foreign countries. Additionally, we were awarded numerous patents by the U.S. Patent and Trademark Office or equivalent offices in other jurisdictions and have a number of patent applications pending. To the extent we do not choose to seek patent protection for our intellectual property, we primarily rely on the protection of our source code and underlying functionality as a trade secret.
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Our employees have signed agreements under which they have agreed not to disclose trade secrets or confidential information. These agreements, where legally permitted, restrict engagement in or connection with any business that is competitive with us anywhere in the world while employed by us (and, in some cases, for specified periods thereafter in relevant geographic areas) and state that any products or technology created by employees during their term of employment are our property. In addition, we require all channel partners to enter into agreements not to disclose our trade secrets and other proprietary information.
Despite these precautions, there can be no assurance that misappropriation of our technology and proprietary information (including source code) will be prevented. Further, there can be no assurance that copyright, trademark, patent and trade secret protection will be available for our products in certain jurisdictions, or that restrictions on the ability of employees and channel partners to engage in activities competitive with us will be enforceable. Costly and time-consuming litigation could be necessary in the future to enforce our rights to our trade secrets and proprietary information or to enforce our patent rights and copyrights, and it is possible that, in the future, our competitors may be able to obtain our trade secrets or to independently develop similar technology.
The software development industry is characterized by rapid technological change. Therefore, we believe that factors such as the technological and creative skills of our personnel, new product developments, frequent product enhancements, name recognition and reliable product maintenance are also important to establishing and maintaining technology leadership in addition to the various available legal protections of our technology.
We do not believe that any of our products infringe upon the proprietary rights of third parties. There can be no assurance, however, that third parties will not claim such infringement by us or our licensors or licensees with respect to current or future products. In addition, there are non-practicing entities and patent assertion entities whose business models are built on not producing any products, but rather extracting payments from revenue-generating companies through patent infringement assertions and/or litigation. We expect that software suppliers will increasingly be subject to the risk of such claims as the number of products and suppliers continues to expand and the functionality of products continues to increase. Any such claims, with or without merit, could be time consuming, result in costly litigation, cause product release delays or require us to enter into royalty or licensing agreements. Such royalty or licensing agreements, if required, may not be available on terms acceptable to us.
SEASONAL VARIATIONS
Our business has experienced seasonality, including quarterly volatility in software sales driven primarily by the timing of customer renewal cycles. It is typical to see slowdowns of customer activities during the start of the calendar year and in the summer months, particularly in Europe, as well as from the seasonal purchasing and budgeting patterns of our global customers. Subscription lease and maintenance contract renewals, as well as our revenue, are typically highest in the fourth quarter.
DEFERRED REVENUE AND BACKLOG
Deferred revenue consists of billings made or payments received in advance of revenue recognition from customer agreements. The deferred revenue on our consolidated balance sheets does not represent the total value of annual or multi-year, noncancellable agreements. Our backlog represents deferred revenue associated with installment billings for periods beyond the current quarterly billing cycle and committed contracts with start dates beyond the end of the current period. Our deferred revenue and backlog as of December 31, 2024 and 2023 consisted of the following:
Balance at December 31, 2024
(in thousands)TotalCurrentLong-Term
Deferred revenue$536,305 $504,527 $31,778 
Backlog1,181,962 524,617 657,345 
Total$1,718,267 $1,029,144 $689,123 

Balance at December 31, 2023
(in thousands)TotalCurrentLong-Term
Deferred revenue$479,754 $457,514 $22,240 
Backlog992,830 439,879 552,951 
Total$1,472,584 $897,393 $575,191 

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Revenue associated with deferred revenue and backlog that will be recognized in the subsequent twelve months is classified as current in the tables above.
HUMAN CAPITAL RESOURCES
At the heart of our culture is a commitment to our people who collectively are powering innovations that drive human advancement. People are our most important investment and our greatest asset. We have a talented population of qualified and highly-skilled employees at all levels of our organization across our global workforce. The success and the growth of our business depends on our ability to attract, develop, engage, incentivize and retain employees from all corners of the globe. We have developed key recruitment, development and retention strategies that serve as the framework for our human capital management approach. These strategies are advanced through several programs, policies and initiatives that focus on positive employer branding, talent acquisition and employee training and development. Additionally, we strive to provide competitive compensation and benefits, including incentives linked to Ansys' and employees' performance and benefits programs that provide choice and value. We also seek to enhance the safety and wellness of all employees.
As of December 31, 2024, we employed 6,500 people, including: 2,500 in product development, 3,200 in sales, support and marketing, and 800 in general and administrative functions. Of these employees, 43% were located in the Americas, 29% were located in Europe, Middle East and Africa (EMEA) and 28% were located in Asia-Pacific (APAC). Certain international employees are subject to collective bargaining agreements or have local works councils.
Our Values in Action
Ansys is committed to powering the people who power human advancement. We believe in creating and nurturing a workplace that supports and welcomes people of all backgrounds; encouraging them to bring their talents and experience to a workplace where they are valued and can thrive. Our culture is grounded in our four core values of adaptability, courage, generosity and authenticity. Through our behaviors and actions, these values foster higher team performance and greater innovation for our customers. Ansys runs programs available to all employees to further impact innovation and business outcomes, such as employee resource groups, networks and learning communities that inform solutions for our globally minded customer base.
As of December 31, 2024, our self-identified gender diversity consisted of the following:
MaleFemaleOther/Not Indicated
Global employees74 %23 %3 %
Senior leadership(1)
77 %21 %2 %
Board of Directors70 %30 % %
(1)Senior leadership consists of leaders in our executive career track that report directly to the chief executive officer or within one additional reporting level of the chief executive officer and those at the highest tier of our management career track who report directly to a leader on our executive track. The senior leaders, who represent 1% of global employees, are responsible for directing strategic plans aligned with our corporate strategy through multiple levels of management.

As of December 31, 2024, our self-identified racial/ethnic diversity was:
WhiteAsianHispanic or LatinoBlack or African AmericanOther*Not Indicated
United States-based employees50 %24 %2 %2 %2 %20 %
United States-based senior leadership70 %17 % %2 % %11 %
Board of Directors60 %30 % %10 % % %
*Other includes Native Hawaiian, American Indian, Alaskan Native, Pacific Islander, two or more races or not applicable.
Employee Recruitment, Development and Retention
Our talent strategy is focused on (i) attracting high-quality, impassioned talent; (ii) continually developing and engaging our employee base; and (iii) retaining our people by recognizing and rewarding performance. Our commitment to recruiting top-tier talent is evidenced through our multi-pronged approach to outreach. Our efforts include maximizing our reach and relationships across dozens of universities, as well as fostering deep connections with global, national and local engineering societies.

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Additionally, we partner with a wide array of technology groups and organizations who are dedicated to creating pathways to STEM careers. In addition to targeted outreach, we recruit talent through (i) attending career and networking events focused on introducing Ansys to all talent pools, (ii) hiring internally through our Ansys internship/co-op programs for current students and (iii) valued partnerships, including professional societies that promote our programs. Our academic product suite is also widely used in research and teaching settings, which allows students to become familiar with our simulation software and creates opportunities to strengthen our university ties and recruit top talent. We continuously evaluate and evolve our talent acquisition efforts to ensure maximum reach across talent pools.
New programs in 2024 included people leader connects focusing on ensuring people leaders have tools and resources to drive high performance. Programs such as developing a global mindset and new employee orientation were expanded, and we continued to design custom learning paths for emerging leaders. We also further expanded our Ansys digital academy to be the one-stop-shop for all Ansys developers to build the technical skills needed to support our Pervasive Insights strategy and to support emerging skills such as AI and ML. Additional ongoing programs include mentoring and sponsorship programs and skills development for technical staff in support of the digital transformation of our internal processes.
Developing our employees helps create an engaged workforce that is ready to embrace future business challenges. It also helps mitigate risks associated with employee loss and keeping up with rapid technological and social change. For the year ended December 31, 2024, our annual turnover rate was 6%, or 5% on a voluntary basis.

Compensation and Benefits Program

Our compensation programs provide an opportunity for employees to earn higher compensation by excelling in their performance. The program includes three key elements: (i) competitive annual salaries, (ii) annual cash incentives and sales commission programs, with a majority of our employees eligible to earn more or less than the target opportunities based on both our and the employee's performance and (iii) long-term equity incentives with over half of employees receiving equity grants each year in the form of time-based restricted stock units. These grants align the long-term financial interests of our employees with those of our stockholders.

Health and welfare benefit programs include market-competitive benefits comprised of a mix of company-provided and other benefits, including those for medical, dental and vision insurance; life and disability insurance; defined contribution retirement plans; and global employee wellness programs. In addition, we offer many different employee assistance programs, such as financial, legal, emotional and social well-being employee assistance programs. Our investments in health and welfare benefits and other employee programs focus on providing choice and value to our employees so they can select market-competitive benefits that support their personal needs.

Local regulations are considered when developing our compensation and benefits packages for employees across the globe.

Employee Feedback

Employee feedback is critical to our success. Our global listening strategy enables us to use real feedback to improve the employee experience in everything from health and wellness, to benefits, to development programs, and to how we communicate. Feedback mechanisms include leadership roundtable events, stay conversations and new employee surveys that enable us to stay connected to employee sentiment in our global hybrid work environment and design programs and solutions to meet employee needs.
AVAILABLE INFORMATION
Information about our products and services is available on the internet at www.ansys.com. We provide information for investors on our corporate website under "Why Ansys – Investor Relations".
We make available, free of charge, the following under "Why Ansys – Investor Relations" shortly before or promptly following its first use or release, or as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC, as applicable: financially-related press releases, including earnings releases, various SEC filings, including annual, quarterly and current reports and proxy statements and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act and access to live and recorded audio from investor conference calls or events. We generally include in our posted materials a cautionary statement regarding forward-looking and non-GAAP financial information, and we provide GAAP reconciliations when we include non-GAAP financial information. Such GAAP reconciliations may be in materials for the applicable presentation, in materials for prior presentations or in our annual, quarterly or current reports. Other information posted on our corporate website that may not be available in our filings with the SEC includes information relating to our corporate governance. SEC filings may also be obtained on the SEC’s website at www.sec.gov.
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Where we have included internet addresses in this Annual Report on Form 10-K, such as our internet address and the internet address of the SEC, we have included those internet addresses as inactive textual references only. Except as specifically incorporated by reference into this Annual Report on Form 10-K, information on those websites is not part hereof.

ITEM 1A.RISK FACTORS
The following are important factors we have identified that could affect our future results and an investment in our securities. Although the risks are organized by headings and each risk is described separately, many of the risks are interrelated.
You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. While we believe we have identified and discussed below the key risk factors affecting our business, there may be additional risks and uncertainties that are not presently known or that are not currently believed to be significant that may adversely affect our business, prospects, financial condition, results of operations or cash flows in the future. In addition, from time to time we provide information, including information contained in this Annual Report on Form 10-K, that contains forward-looking statements concerning, among other things, projected financial performance, total addressable market, market and industry sector growth, product development and commercialization or other aspects of future operations. Such statements are based on the assumptions and expectations of our management at the time such statements are made. We caution investors that our performance and any forward-looking statements are subject to risks and uncertainties, including but not limited to, the following:
Risks Associated with the Proposed Transaction with Synopsys
The proposed transaction with Synopsys may be delayed or not occur at all for a variety of reasons, including that the Merger Agreement is terminated, and the failure to complete the merger could adversely affect our business, results of operations, financial condition, and the market price of our common stock.
On January 15, 2024, we entered into the Merger Agreement with Synopsys and Merger Sub, pursuant to which Merger Sub will merge with and into Ansys with Ansys surviving as a wholly owned subsidiary of Synopsys. Completion of the merger is subject to customary closing conditions, including (1) approval of the merger under certain antitrust and foreign investment regimes, (2) the absence of any order, injunction or law prohibiting the merger, (3) the continued effectiveness of the registration statement of Synopsys pursuant to which shares of Synopsys common stock to be issued in connection with the merger have been registered with the SEC, (4) the shares of Synopsys common stock to be issued in connection with the merger being approved for listing on Nasdaq, (5) the accuracy of the other party’s representations and warranties, subject to certain standards set forth in the Merger Agreement, (6) compliance in all material respects by the other party with its obligations under the Merger Agreement, and (7) the absence of a continuing material adverse effect with respect to each of Ansys and Synopsys. Therefore, there can be no assurance that the merger will be completed in the expected timeframe (first half of 2025), or at all.
The Merger Agreement may be terminated under certain circumstances, including that either party may have the right to terminate if the merger is not completed by July 15, 2025 (which may be extended by either party to January 15, 2026 as provided in the Merger Agreement). Upon termination of the Merger Agreement, (A) Synopsys, under specified circumstances, including termination following a permanent injunction arising under certain antitrust or foreign investment laws, will be required to pay us a termination fee of $1,500.0 million; and (B) we, under specified circumstances, will be required to pay Synopsys a termination fee of $950.0 million.
Failure to complete the merger within the expected timeframe or at all could adversely affect our business and the market price of our common stock in a number of ways, including:
the market price of our common stock may decline to the extent that the current market price reflects an assumption that the merger will be consummated;
if the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, we would be required to pay a termination fee of $950.0 million;
we have incurred, and will continue to incur, significant expenses for professional services in connection with the merger for which we will have received little or no benefit if the merger is not consummated; and
we may experience negative publicity and/or reactions from our investors, employees, customers, channel partners, and other business partners.
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Additionally, as Synopsys common stock will be a component of the merger consideration our stockholders will receive in the merger, our stock price may be adversely impacted by a decline in Synopsys’ stock price and any adverse developments in Synopsys’ business outlook. Synopsys' stock price changes may result from a variety of factors, such as changes in its business operations and outlook, changes in general market and economic conditions, and regulatory considerations. These factors are beyond our control. Also, because the number of shares of Synopsys common stock issuable in connection with the Merger Agreement in respect to one share of Ansys common stock is based on a fixed exchange ratio and the market price of Synopsys common stock may fluctuate, our stockholders cannot be sure of the market value of the stock consideration they will receive in exchange for their shares of our common stock in connection with the merger.
Completion of the proposed merger is subject to the satisfaction or waiver of closing conditions contained in the Merger Agreement, including certain regulatory approvals which may not be received, may take longer than expected or the receipt of which may impose conditions that are not presently anticipated or that cannot be met, and if these closing conditions are not satisfied or waived, the proposed merger will not be completed.
Various consents, clearances, approvals, authorizations and declarations of non-objection, or expiration of waiting periods (or extensions thereof), from certain regulatory and governmental authorities in the United States, the European Union and certain other jurisdictions are included in the Merger Agreement as conditions to completing the proposed merger. Regulatory and governmental entities may impose conditions on their respective approvals, in which case lengthy negotiations may ensue among such regulatory or governmental entities, Synopsys and Ansys. These regulatory and governmental entities may also require changes to the terms of the merger or agreements to be entered into in connection with the merger. Such conditions, changes or agreements, any such negotiations and the process of obtaining such regulatory approvals, consents or clearances could have the effect of delaying or preventing consummation of the proposed merger.
As previously announced by Synopsys, Ansys and Synopsys have received conditional clearance from the European Commission. The U.K. Competition and Markets Authority provisionally accepted our remedies towards a transaction approval in Phase 1. The State Administration for Market Regulation of the People’s Republic of China has officially accepted our filing, and its review of the proposed transaction is in process. We continue to work with the regulators in other relevant jurisdictions to conclude their reviews.
Subject to the terms of the Merger Agreement, we have agreed to use our reasonable best efforts to take all actions necessary to consummate the merger, including cooperating to obtain the regulatory approvals necessary to complete the merger. Nonetheless, certain conditions to the completion of the pending merger are not within our or Synopsys’ control, and we cannot predict when or if these conditions will be satisfied (or waived, as applicable). Additionally, as part of our efforts to obtain regulatory approval for the merger, we have entered into a definitive agreement with Keysight Technologies, Inc. for the sale of our PowerArtist RTL business; there can be no assurances that this transaction will be completed successfully, and the failure to complete this transaction could delay or prevent our ability to consummate the merger. Further, there can be no assurance that all required approvals will be obtained or that all closing conditions will otherwise be satisfied (or waived, if applicable), and, if all required approvals are obtained and all closing conditions are satisfied (or waived, if applicable), we can provide no assurance as to the terms, conditions and timing of such approvals or that the pending merger will be completed in a timely manner or at all. Even if regulatory approvals are obtained, it is possible conditions will be imposed that could result in a material delay in, or the abandonment of, the pending merger or otherwise have an adverse effect on Ansys.
Efforts to complete the merger could disrupt our operations and our relationships with third parties and employees, divert management’s attention, or result in negative publicity or legal proceedings, any of which could negatively impact our operating results and ongoing business.
We have expended, and continue to expend, significant management time and resources in an effort to complete the merger, which may have a negative impact on our ongoing business and operations. Uncertainty regarding the outcome of the merger and our future, including the proposed sale of the PowerArtist RTL business, could disrupt our business relationships with our existing and potential customers, channel partners, service providers and other business partners, who may attempt to negotiate changes in existing business relationships or consider entering into business relationships with parties other than Ansys, or make it harder to develop new business relationships or otherwise negatively impact the way that we operate our business. Such uncertainty negatively impacts our business, including through disruption of our regular operations, diversion of the attention of our workforce and management team, as well as negatively impacting our ability to recruit and retain key personnel and other employees. The pendency of the merger and related transactions may also result in negative publicity and a negative impression of us in the financial markets, and may lead to litigation against us and our directors and officers. Such litigation would be distracting to management and, may, in the future, require us to incur significant costs. Such litigation could result in the merger or related transactions being delayed and/or enjoined by a court of competent jurisdiction, which could prevent the merger or related transactions from being completed. The occurrence of any of these events individually or in combination could have a material and adverse effect on our business, financial condition and results of operations.
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The Merger Agreement contains provisions that limit our ability to pursue alternative transactions to the merger which could discourage a potential competing acquirer from making an alternative transaction proposal.
The Merger Agreement contains provisions that preclude us from soliciting proposals relating to alternative transactions or entering into discussions or negotiations or providing non-public information in connection with any proposal for an alternative transaction from a third party, subject to certain exceptions to permit our Board of Directors to comply with its fiduciary obligations. These prohibitions could discourage a potential third-party acquirer or merger partner from making an alternative transaction proposal. Additionally, if the Merger Agreement is terminated and we determine to seek another business combination, we may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the Merger Agreement.
While the Merger Agreement is in effect, we are subject to restrictions on our business activities.
The Merger Agreement contains customary representations, warranties and covenants, including, among others, covenants regarding the conduct of our business during the pendency of the transactions contemplated by the Merger Agreement. These restrictions could prevent us from pursuing attractive business opportunities that may arise prior to the consummation of the merger. Although we may be able to pursue such activities with Synopsys’ consent, there is no guarantee that Synopsys will provide us with the necessary consent.
Global Operational Risks
Adverse economic and geopolitical conditions have impacted, and may continue to impact, our operations and financial performance.
Our operations and performance depend significantly on global macroeconomic, specific foreign country and U.S. domestic economic conditions. A deterioration in the macroeconomic environment, including the impact of inflation, may result in decreased demand for our products and services, constrained credit and liquidity, reduced government spending and volatility in equity and foreign exchange markets. In addition, significant downturns and volatility in the global economy expose us to impairments of certain assets if their values deteriorate. Tighter credit due to economic conditions may diminish our future borrowing ability and increase borrowing costs under our existing credit facilities. Customers' ability to pay for our products and services may also be impaired, which could lead to an increase in our allowance for doubtful accounts and write-offs of accounts receivable.

Furthermore, escalating global tensions, including due to the deterioration of the diplomatic and political relationships between the United States and other countries where we conduct business (such as China), and the ongoing global volatility due to wars, conflicts, insurrections and civil and political unrest (such as the conflicts between Russia and Ukraine and/or Israel and Hamas and other countries and groups in the Middle East), could adversely affect our future operations and lead to a decline in financial performance.
A significant portion of our business comes from outside the United States and our customers supply a wide array of goods and services to most of the world's major economic regions. International revenue represented 50.8%, 53.4% and 54.9% of our total revenue for the years ended December 31, 2024, 2023 and 2022, respectively. In fiscal year 2024, our largest geographic revenue bases were the United States, Germany and Japan.
When the significant economies in which we do business deteriorate or suffer a period of uncertainty, our business and financial performance may be impacted through reduced customer and government spending, changes in purchasing cycles or timing and reduced access to credit for our customers, among other factors. Furthermore, customer spending levels in any foreign jurisdiction may be adversely impacted by changes in domestic policies, including tax and trade policies. A substantial portion of our license and maintenance revenue is derived from annual subscription lease and maintenance contracts, which typically have a high rate of customer renewal. When the rate of renewal for these contracts is adversely affected by economic or other factors, our subscription lease license and maintenance growth is adversely affected.
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我們受到可能影響我們向客戶銷售能力的交易限制,並導致違規責任。
由於我們業務的全球性質,我們受到影響貿易和投資的國內和國際 交易 保護法律、政策、制裁和其他監管要求的約束。例如,我們受到禁止向美國和某些國家、地區及針對特定最終用途的個人運輸或提供某些產品和服務的進口和出口限制及規定的約束,包括由美國商務部工業與安全局 (BIS) 管理的出口管理條例,由美國財政部外國資產控制辦公室 (OFAC) 管理的經濟和 交易 制裁,以及由美國國務院防務貿易管制局 (DDTC) 管理的國際武器貿易條例 (ITAR)。
BIS繼續擴大其出口管制限制,包括對中國某些技術的出口,實施新的出口許可要求,並要求加強被拒方的篩查流程。這些額外的限制已經限制,並可能繼續限制我們向某些客戶,包括在中國進行研究和開發以及某些受控活動的實體,出售和交付產品和服務的能力。出口管制限制和增強的篩查流程導致了,並且在未來可能繼續導致與某些客戶的交易週期延長。此外,出口管制限制已導致,並可能繼續導致我們向某些潛在客戶交付產品和服務的銷售減少和/或延遲, adversely影響我們的業務和合並基本報表。在某些情況下,當向某些客戶交付產品和服務可能需要出口許可時,向包括中國在內的某些國家獲得出口許可並不保證,並且在沒有許可或適用許可例外的情況下,我們向某些客戶出售和交付產品和服務的能力可能會受到負面影響。
BIS 繼續將更多公司,包括現有和潛在客戶,添加到其實體名單上,而 OFAC 也在不斷增加受制裁公司的數量,這持續限制我們可以開展業務的公司。
此外,我們的產品,包括其最終用途和服務,已經並可能繼續受到持續的交易限制。 將公司增加爲受限方,或限制其他產品、最終用戶或服務,並使公司面臨更嚴格的出口管制限制,可能會增加我們的運營成本或上市時間,並且可能會鼓勵這些公司向那些不受這些限制的競爭對手尋求替代產品,或者自行開發產品。
對我們的業務施加額外的交易限制,例如徵收關稅、修改國際貿易協議和條約,或其他貿易保護主義的增加及市場參與的壁壘,無論是針對美國、中國還是其他國家,都可能導致成本增加或收入減少,從而對我們的業務和合並基本報表產生重大不利影響。
我們的產品也可能通過第三方,包括我們的渠道合作伙伴,交付給受限方。我們採取措施確認我們的渠道合作伙伴遵守所有適用的交易限制,但渠道合作伙伴未能遵守這些限制可能會對我們產生負面影響。
違反貿易限制或限制性最終用途的行爲可能會面臨重大處罰,包括相當可觀的罰款、對他們及其高管和員工的刑事起訴、剝奪出口特權以及暫停或禁止向聯邦政府銷售產品或服務。任何此類處罰都可能對我們的業務和合並基本報表產生重大不利影響。此外,圍繞任何政府調查的政治和媒體審查可能會導致重大費用和聲譽損害,並使高層管理人員分心,無法管理正常的日常運營。
如果我們無法吸引和留住關鍵人才,那麼我們的業務可能會受到不利影響。
由於我們產品和服務的高度技術性質,我們的持續成功依賴於吸引和留住具有專業技能的特定員工。這些技術職位的填補一直很具挑戰性,並預計在近期就業市場動態的影響下將繼續如此,包括工資膨脹和一般勞動市場短缺,這導致科技行業人才競爭加劇。此外,我們的人才一直是並且仍然是競爭對手招募的對象(特別是在宣佈與新思科技合併的提議後),我們可能需要付出相當大的成本來吸引和留住我們的技術員工。遠程和混合工作選項仍然是我們主要的工作方式。我們的工作環境選項可能會對我們招聘和留住喜歡不同工作環境的員工的能力產生不利影響。雖然我們與許多現有員工簽有不競爭和不招攬協議,但這些協議的可執行性可能會受到立法和法院的限制。
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此外,我們的成功依賴於高級管理人員以及關鍵技術和銷售員工的持續服務。這些個人中的大多數可以隨時終止與我們的關係(遵循各自的通知期限,適用時)。如果失去了他們中的任何一個而沒有進行充分的知識共享和轉移,可能會顯著延遲或阻礙我們業務目標的實現,並可能對我們的業務和客戶關係造成重大損害。
儘管我們歷史上在美國招聘職位時一直是全球範圍內招聘,但近年來,國內移民法律的日益嚴格限制了我們的這一能力。如果移民法律變得更加嚴格,或者移民申請的處理變得更加繁瑣或低效,或者我們在招聘和留住關鍵人員方面的成功率下降,我們的業務、聲譽和運營結果可能會受到實質性的不利影響。
未能遵守全球貨幣數據隱私法律可能會導致監管執法行動、經濟處罰、失去在某些司法管轄區開展業務的能力或聲譽受損。
我們受到全球貨幣數據隱私法律和法規的約束,這些法律和法規涉及個人數據的處理。隨着全球對數據隱私監管的關注持續增加,關於個人數據處理的標準變得越來越嚴格、相互矛盾且數量衆多。因此,隨着我們全球業務追求數據隱私合規,潛在風險可能會加劇。
一般數據保護條例(歐洲聯盟)、數據保護法(英國)、個人信息保護與電子文檔法(加拿大)、個人信息保護法(中國)、個人信息保護法(日本)、個人信息保護法(韓國)、美國境內的許多州和聯邦隱私法律,以及我們開展業務的地方的其他類似全球法律(統稱爲「隱私法律」)共同規範我們的全球數據隱私實踐。此外,隱私法律對我們處理個人數據確立了豐富的合規義務,這些數據來自於:(i)向客戶提供我們的產品和服務;以及(ii)涉及員工數據的業務操作。
遵守隱私法律已經並將繼續要求投入大量資源和增加成本。隨着全球數據隱私環境的不斷變化,包括:(i)對個人數據跨境傳輸的新限制和不同限制;(ii)某些地區個人享有的隱私權日益增加;(iii)數據最小化要求;以及(iv)越來越多致力於保護數據隱私權的政府機構,我們可能需要對我們的軟件應用程序或業務運營進行重大改變。這些變化可能會增加我們在某些市場提供產品和服務的成本和複雜性,要求投資額外的資源或工具以管理我們的數據隱私合規,導致客戶服務的運營中斷,或對員工信息的內部處理產生不利影響。
未能遵守隱私法可能導致監管執法行動,失去在某些司法管轄區開展業務的能力,或對我們的活動進行詢問和調查;這些都可能導致罰款、聲譽損害、訴訟、廣泛且嚴格的同意令或判決。可能需要額外的軟件資源、增加人力或額外的費用,以使我們恢復合規的數據隱私狀態。
未能遵守法律法規可能會損害我們的業務。
我們開發並賣出軟件和諮詢服務,並在各個法律和實踐各異且可能出現意外變更的國家進行支持運營。此外,我們的業務受到多個全球貨幣政府機構的監管,包括負責監督和執行就業勞動法、工作場所安全、環保法律、消費者保護法、反賄賂法律、進出口控制、證券法、與美國政府合同及稅法和法規遵循相關法律的機構。在某些司法管轄區,這些監管要求可能比美國更嚴格。管理這些地理上多樣化的業務需要大量的關注和資源,以促進合規。
我們的全球貨幣覆蓋包括被視爲高風險股票的公共腐敗環境的國家。這使我們面臨違反反腐敗法律和法規的風險,例如美國外國腐敗行爲法和英國反賄賂法。爲了促進合規,我們禁止我們的代理商、渠道合作伙伴和員工參與腐敗行爲,並且我們設有合規計劃以防止和發現違反反腐敗法律的行爲。 然而,仍然存在非法行爲發生的風險,從而使我們面臨與違反反腐敗法律相關的財務和聲譽風險。
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不遵守適用的規定或要求可能會使我們面臨調查、制裁、執法行動、利潤返還、罰款、損害賠償、民事和刑事處罰或禁令,並可能導致我們無法向現有或潛在客戶提供某些產品和服務。如果施加任何政府制裁,或者如果我們在任何可能的民事或刑事訴訟中未能取得勝利,或者如果客戶向我們索賠,我們的業務和合並基本報表可能受到損害。此外,回應任何行動可能會大幅轉移管理層的注意力和資源,並增加專業費用和成本。執法行動和制裁可能對我們的業務和合並基本報表產生重大不利影響。
災難性事件或製造行業故障可能導致業務損失和不利的經濟後果。
我們的人員、源代碼和計算機設備位於美國和全球的各個地區。自然災害(包括由於全球氣候變化導致的重大天氣干擾)、網絡攻擊、恐怖活動、流行病或其他不可預見的災難發生在這些地區中的任何一個,以及我們的業務基礎設施的故障,例如電力供應、電話系統或信息技術系統的中斷,都可能導致我們的銷售、運營、服務和產品開發活動受到干擾。由於我們的銷售通常在季度末較高,因此如果這些事件在季度末發生,可能產生的負面影響將會加劇。
有效的業務連續性、災難恢復和危機管理計劃對最大限度減少此類計劃外或意外事件的影響至關重要。我們還面臨着對這些系統日益增加的客戶認證要求。如果未能制定有效緩解這些干擾影響或滿足客戶認證要求的計劃,可能會對我們的業務和綜合基本報表產生重大不利影響。
行業板塊操作風險
我們的行業板塊競爭激烈,這可能會導致我們價格面臨下行壓力。
我們在所有市場上繼續面臨產品和服務的競爭。我們當前和潛在的競爭對手擁有比我們更強大的財務、技術、營銷和其他資源,一些競爭對手可能會相互建立戰略聯盟,還有一些則與我們當前和潛在的客戶建立了良好的關係。我們當前和潛在的競爭對手還包括那些已經競爭過,或將來可能通過開源許可進行競爭的公司。我們已建立或可能建立戰略聯盟的公司可能出於競爭目的減少或中止與我們的技術、軟件開發和營銷關係。

我們的競爭對手可能會對某些產品或服務提供深度折扣,或開發市場認爲更有價值的產品。如果我們無法提供滿足客戶需求或偏好的產品或服務,或無法與競爭對手提供的優惠價格相匹配,我們可能會失去客戶或無法吸引新客戶。 此外,我們可能需要降低價格或提供折扣或其他優惠條款以成功競爭。我們的維護產品,包括軟件許可更新和產品支持費用,通常以新軟件許可費用的一個百分比定價。我們的競爭對手可能會對產品更新和支持提供較低的百分比定價。一些競爭對手可能會將軟件產品捆綁用於促銷目的,或作爲長期定價策略,或提供價格、產品實施或更廣泛的地理許可使用條款的保證。這些做法中的任何一種,隨着時間的推移,可能會顯著限制我們對某些產品的定價。
此外,如果我們不調整定價模型以反映客戶對我們產品使用情況的變化或客戶需求的變化,我們的 軟件 許可收入可能會下降。此外,通過應用服務提供商(包括軟件即服務提供商)增加應用程序的分發,可能會降低我們產品的平均價格或利潤,或者對我們產品的其他銷售產生不利影響,從而減少新的 軟件 許可收入或盈利能力。
這些競爭壓力可能導致銷售量下降、價格降低和/或運營成本增加,從而可能導致收入、利潤和淨利潤降低。
我們可能無法成功整合新興科技或開發和營銷新產品,以充分應對快速變化的科技行業。
我們所處的行業通常以快速變化的科技和頻繁的新產品推出爲特徵。我們未來成功的一個主要因素將是我們預測科技變化的能力,以及成功整合新興科技(包括人工智能)以開發和推出新產品與新交付方式,以及時應對這些變化。競爭對手和初創企業在人工智能方面的持續投資和增長,可能會導致其他公司開發出新產品或改進產品,這些產品可能提供更好的功能、更快或更準確的模擬,或更好的定價,從而使我們當前和未來的產品失去競爭力。
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目錄
我們的營業收入增長能力將取決於我們在人工智能/機器學習、下一代連接、自動駕駛汽車、工業物聯網、電氣化和可持續發展等領域滿足客戶需求的能力,以及利用雲計算和新計算平台的能力。此外,我們未來的成功可能取決於我們繼續發展一個能夠處理整合和流程及應用開發的系統集成生態系統,以應對我們產品不同功能整合日益複雜的挑戰,以滿足客戶的要求。對於那些授權第三方技術合作夥伴訪問其數據的客戶,我們不提供與數據傳輸或處理的功能、安防和完整性相關的任何擔保。儘管有合同條款保護我們,客戶可能會要求我們支持並提供第三方應用、整合、數據和內容的保修,儘管這些並不是由我們開發或銷售的,這可能使我們面臨潛在的索賠、責任和義務,這些都可能對我們的業務造成傷害。
我們投入大量資源用於研究和開發,這可能導致我們的運營利潤下降。
我們在研發上投入了大量資源。我們的新競爭對手、我們或其他競爭對手在軟件開發行業的技術進步、收購、進入新市場或其他競爭因素可能會要求我們投入遠超預期的資源。如果我們被迫投入遠超預期的資源而沒有相應的營業收入增加,運營利潤可能會下降。此外,我們的定期研發支出可能與營業收入水平無關,這可能會對財務結果產生負面影響。
我們不能保證能夠及時成功地開發和營銷新產品或產品增強,或新產品能夠充分滿足市場需求變化,或者我們能夠成功管理現有產品的過渡。我們提供的軟件產品複雜,首次推出時或新版本發佈時可能包含未發現的錯誤、缺陷或漏洞,而由於我們承諾頻繁發佈產品,錯誤、缺陷或漏洞的可能性則會增加。
在商業發貨開始後,無法保證不會在任何新產品或改進產品中發現錯誤、缺陷或漏洞。我們產品中任何缺陷或錯誤的發生可能導致市場接受度和銷量的喪失或延遲、客戶對我們的付款延遲、客戶或市場份額的流失、產品退貨、對我們聲譽的損害、資源的轉移、服務和保修費用的增加或財務讓步、保險成本的上升以及對損害的責任。
公司運營風險
我們依賴我們的渠道合作伙伴來獲得相當大比例的營業收入,而使用渠道合作伙伴會帶來某些較高的合規風險。
我們通過一個全球的獨立渠道合作伙伴網絡分銷我們的產品,該網絡分別佔我們2024年、2023年和2022年營業收入的24.8%、26.1%和23.9%。渠道合作伙伴將我們的軟件產品銷售給新客戶和現有客戶,擴大現有客戶基礎內的安裝數量,提供諮詢服務並提供第一線的技術支持。我們在亞太地區和歐洲、中東、非洲的營業收入中,有相當一部分來自渠道合作伙伴。與渠道合作伙伴持續關係中的困難,例如未能滿足績效標準和處理客戶關係的差異,可能會對我們的業績產生不利影響。此外,失去任何主要的渠道合作伙伴,包括渠道合作伙伴選擇賣出競爭產品而非我們的產品,可能會導致營業收入減少。此外,我們未來的成功將主要依賴於渠道合作伙伴能夠並願意投入必要的資源,以理解和推廣我們不斷擴大的產品組合,並支持我們每個地理區域內更大的安裝基礎。如果渠道合作伙伴無法或不願意這樣做,我們可能無法維持營業收入的增長。
與新的渠道合作伙伴建立關係可能會給我們帶來額外的合規負擔。此外,新渠道合作伙伴的支付歷史可能不夠完善,而這些渠道合作伙伴的營業收入可能伴隨更高的不良債務費用。當渠道合作伙伴代表我們收集和處理客戶聯繫人的個人數據時,未能遵守相關數據隱私法律對該類個人數據的處理,可能導致我們對監管機構因這些合作伙伴對我們客戶數據所施加的罰款、民事訴訟或非財務績效義務產生責任。
某些產品需要更高水平的銷售和壓力位專業知識。如果我們的銷售渠道,特別是獨立渠道合作伙伴,無法獲得這些專業知識並有效銷售新產品,這可能會對我們未來的銷售產生不利影響。這些問題中的任何一個都可能導致客戶接受的喪失或延遲、開發資源的轉移、對我們聲譽的損害或服務和保修成本的增加,而這些都可能對我們的業務和綜合基本報表產生重大不利影響。
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我們可能無法實現收購的潛在利益,這些收購可能會對我們的業務構成風險。
我們在收購企業和科技方面有成功的記錄,以支持我們的開多戰略方向。
我們完成的每項收購可能會帶來風險,包括:管理團隊、戰略、文化和業務的整合難度;未能實現預期的協同效應,包括產品協同、營業收入增長或成本節約;難以將收購的技術或產品與現有產品線進行整合;協調和整合銷售、分銷和市場營銷功能的困難;未能開發利用收購公司技術和資源的新產品和服務;我們正在進行的業務受到干擾,管理層的注意力轉向過渡或整合問題;在收購過程中未發現的負債;關鍵員工、客戶、合作伙伴和渠道合作伙伴的流失,以及收購公司或業務的關鍵員工、客戶、合作伙伴和渠道合作伙伴的流失;以及網絡安全概念和數據隱私風險。
未來的收購可能涉及大量現金資源的支出;產生債務,這將增加我們的利息支出和槓桿率;或發行股票,這可能會稀釋股東的權益並可能降低每股收益。我們將購買價格的一部分分配給商譽和無形資產。如果我們未能實現收購的所有經濟利益,可能會存在商譽或無形資產的減值。此外,減值費用通常不可抵稅,並將在記錄減值的期間導致有效所得稅率的增加。
如果我們未能如管理層或金融和行業分析師預期的那樣迅速或達到預期的收購效益,可能會對我們的股價、業務和合並基本報表造成重大不利影響。
我們運營流程的持續轉型可能無法實現識別的好處。
在我們正常的業務過程中,我們實施新的流程、工具和科技,以轉變我們的業務運營並支持未來的可擴展性。雖然這些轉型旨在簡化、自動化並提高多個商業和運營流程的效率,但存在系統或流程的實施可能比預期更困難的風險,新的流程可能未能有效或高效地使用,以及這些系統和流程的好處可能會大大延遲的風險。還有一個風險是,如果項目不成功或項目的實施決策發生改變,我們將不得不註銷先前資本化的支出。可能進一步延遲利益實現時機或影響因素包括(i)領導層和項目目標的變化;(ii)管理層的注意力轉向不同項目;(iii)對技術專長和人力的額外需求;以及(iv)員工採納和掌握所需的時間比預期更長。
上述任何因素都可能使關鍵運營管理的精力偏離業務的其他方面,包括維護當前的商業和業務平台,並導致諮詢和軟件成本的增加。這些因素可能對我們的業務和合並基本報表產生重大負面影響。
我們可能會面臨可能對我們的業務造成傷害的訴訟。
我們面臨各種調查、索賠和法律程序,這些都是在普通業務過程中產生的,包括商業爭端、勞動和就業問題、稅務審計和訴訟、涉嫌侵犯知識產權以及其他事項。使用或分發我們的產品可能會產生產品責任,特別是在新市場營銷方式方面,包括在雲環境中提供我們的產品、將軟件作爲服務進行銷售,以及作爲第三方開發者生態系統的一部分授權或以其他方式提供我們的產品,或面臨客戶、最終用戶、渠道合作伙伴、政府實體或其他第三方的監管違規或類似索賠。影響個人數據處理的銷售和營銷活動,以及採取的措施以促進許可證合規,可能也會導致客戶及其員工提出索賠。上述每個事項均存在各種不確定性,一個或多個事項的不利解決可能會對我們的合併基本報表產生重大不利影響,並造成聲譽損害。
如果我們在產品標準或質量方面出現問題,可能會遭受聲譽或財務上的損害。
我們除了遵循其他政府和行業規定外,還在ISO 9001:2015標準下擁有獨立的質量體系和註冊。我們持續符合質量標準並在定期檢查中取得良好結果對保持現有客戶很重要,並且對獲取新銷售至關重要。如果確定我們未遵守各項監管或ISO 9001標準,我們的註冊證書可能會被暫停,這將需要整改措施和耗時的重新註冊過程。產品質量問題或故障可能導致我們聲譽受損,從而對我們的業務和合並基本報表造成實質性的負面影響。
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目錄
我們的短期和長期銷售預測可能不準確,這可能對我們的業務和合並基本報表產生不利影響。
軟件業務通常以長銷售週期爲特點。這些長銷售週期增加了預測某個特定季度銷售額的難度。許多運營和戰略決策都是基於短期和長期的銷售預測。我們的銷售人員會監控提案的狀態,包括估計的成交日期和銷售額,以便預測季度銷售。這些預測受到重大估算的影響,並且受許多外部因素的影響,包括全球經濟狀況和我們客戶的表現。
實際銷售活動與預測之間的差異可能導致我們計劃或預算不準確,進而對我們的業務和合並基本報表產生重大不利影響。管理層還會預測宏觀經濟趨勢和發展,並通過長期規劃將其納入預算、研發策略和各種一般管理職責中。全球經濟狀況,以及這些狀況和全球市場的任何中斷對我們客戶的影響,可能對我們銷售預測的準確性產生重大影響。這些條件可能會增加實際銷售活動與我們的銷售預測之間差異的可能性或幅度,結果是,由於未能將公司策略與經濟環境適當匹配,我們的業績可能會受到阻礙。這反過來又可能對我們的業務和合並基本報表產生重大不利影響。如果我們的預測不準確,導致我們未能滿足分析師對財務表現的預期,或未能或減少我們對投資者的前景展望,我們的股價可能會受到不利影響。
我們可能無法實現與環保母基(ESG)相關的目標和策略,這可能會使我們面臨潛在的責任、增加的成本、聲譽受損及其他對我們業務的不利影響。
我們已制定與減少溫室氣體排放相關的目標和策略。實現這些目標或策略的能力受到許多因素和條件的影響,其中許多因素超出了我們的控制範圍。這些因素的例子包括但不限於不斷變化的法律、監管和其他標準、流程和假設、科學和技術發展的速度、成本的增加、所需融資的可用性以及碳市場的變化。在實現與氣候變化和其他環保母基相關的目標或策略方面的失敗或延遲(無論是實際的還是感知的)可能會對我們的聲譽、業務、運營產生不利影響,並增加訴訟風險。
此外,許多政府、監管機構、投資者、員工、客戶及其他利益相關者越來越關注與業務相關的環保、社會和治理(ESG)考慮,包括氣候變化和溫室氣體排放、人力資本以及多樣性、公平和包容性。我們通過網站提供的信息、新聞聲明及其他通信,包括我們的企業責任報告,向外界陳述我們的ESG目標和戰略。應對這些環保、社會和治理考慮事項以及實施這些目標和戰略涉及風險和不確定性,包括在「提前言明的聲明說明」中描述的那些風險。 此外,一些利益相關者可能會不同意我們的目標和戰略,利益相關者的關注點也可能隨時間變化和演變。利益相關者在環保、社會和治理重點的看法上也可能存在很大差異,包括我們運營的各個司法管轄區內監管機構的不同看法。我們未能或被認爲未能實現我們的目標、推進我們的戰略、遵守公共聲明、遵守聯邦、州或國際環保、社會和治理法律法規,或未能滿足不斷變化和多樣化的利益相關者期望和標準,都可能導致針對我們的法律和監管程序,並對我們的業務、聲譽、經營成果、財務狀況和股價產生重大不利影響。
此外,新的法律、法規、政策以及與環保、社會和治理有關的國際協議,包括可持續發展、氣候變化、人力資本和多樣性,正在美國、歐洲以及其他地方制定和落實,這可能需要特定的、有針對性的框架或披露要求。加利福尼亞立法機構通過了兩項法案,這將對在該州經營的許多公司,包括安斯科技,施加與氣候相關的報告要求。 ESG指標報告的標準複雜且不斷髮展,實施和監督這些控制以符合適用的報告和披露標準可能會帶來重大合規成本。此外,這些披露要求可能會導致我們以往的ESG相關披露進行修訂,或在滿足不斷變化和多樣化的監管及其他利益相關者期望和標準方面面臨挑戰,這可能會使我們面臨責任風險,或損害我們的聲譽和前景。
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Intellectual Property Risks
Our success is highly dependent upon the legal protection of our proprietary technology.
We primarily rely upon contracts, copyright, patent, trademark and trade secrets laws to protect our technology. We maintain intellectual property programs, including applying for patents, registering trademarks and copyrights, protecting trade secrets, entering into confidentiality agreements with our employees, customers and partners and limiting access to and distribution of our software, documentation and other proprietary information. However, software programs are particularly prone to piracy, which is a global phenomenon, and as a result we may lose revenue from piracy or usage and distribution of unlicensed software. Additionally, patent, copyright, trademark and trade secret protection do not provide the same coverage in every country in which we sell our products and services and some forms of contractual protections (including limited licenses, "click-wrapped" licenses and online agreement) may not be adequately enforced. Policing the unauthorized distribution and use of our products is difficult, and software piracy (including online piracy) is a persistent problem. While we continue to develop better mechanisms to detect and report or investigate unauthorized use of our software, we are also constrained by data privacy laws that restrict our ability to collect data about unlawful usage in some countries. We cannot assure that the steps we take to protect our proprietary technology are adequate to prevent misappropriation of our software by third parties, or that third parties will not copy our technology or develop similar technology independently to compete with our products. Despite our efforts to prevent such activities, we may nonetheless lose significant revenue due to illegal use of our software or technology.
In the event of an infringement or misappropriation of our intellectual property, costly and time-consuming litigation may be necessary to enforce our rights. In addition, third parties may subject us to infringement claims with respect to their intellectual property rights. Any such litigation could be costly to defend, damage our reputation and distract our employees from their daily work. Any successful infringement claims asserted against us could require us to develop technology workarounds for the impacted technologies, products or solutions, which could be costly, disrupt product development and delay go-to-market activities. Such disruption and delay could negatively impact our financial results.
We may not be able to continue to obtain licenses to third-party software and intellectual property on reasonable terms or at all, which may disrupt our business and harm our financial results.
We license third-party software, including third-party open source software, and other intellectual property for use in product research and development and, in some instances, for inclusion in our products. We also license third-party software, including the software of our competitors, to test the interoperability of our products with other industry products and in connection with our solutions and professional services. These licenses may need to be renegotiated or renewed from time to time, or we may need to obtain new licenses in the future. Third parties may stop adequately supporting or maintaining their technology, or they or their technology may be acquired by our competitors who elect to terminate our contractual relationship. Furthermore, third parties may challenge our use of open source software and compliance with the open source software license terms, or we may inadvertently use third-party open source software in a manner that exposes us to non-compliance claims. We may, additionally, acquire companies that license third-party software from our competitors or others who may elect to terminate the contractual relationship once the acquisition is announced. If we are unable to obtain licenses to such third-party software and intellectual property on reasonable terms or at all, we may not be able to sell the affected products, our customers' usage of the products may be interrupted or our product development processes and professional services offerings may be disrupted, which could in turn harm our financial results, our customers' ability to utilize our software and our reputation.
Cybersecurity Risks
Cyberattacks and security vulnerabilities could lead to reduced revenue, increased costs, liability claims or harm to our reputation.
While we undertake commercially reasonable efforts to maintain and improve the security and integrity of our products, source code, computer systems and data with respect to the relative sensitivity of such software, systems and data, the number of computer "hackers" developing and deploying destructive software programs that attack our products and computer systems continues to increase. We have incurred and will continue to incur additional costs to enhance and maintain our cybersecurity efforts. Because the tactics and tools used to obtain unauthorized access to networks or to sabotage systems are constantly evolving, we may be unable to implement adequate preventive measures. Furthermore, employees working from remote work environments could expose us to increased security risks and attacks. Such attacks could disrupt the proper functioning of our products, cause errors in the output of our customers' work, or allow unauthorized access to and disclosure of our sensitive, proprietary or confidential information or that of our customers and employees. In the event of a serious breach of our products or systems, or where a breach occurs due to our failure to implement reasonable and appropriate safeguards, our reputation may suffer, customers may stop buying products or may terminate current services, we could face lawsuits and potential civil liability, as well as regulatory fines and non-financial penalties for any personal data breach and our financial performance could be negatively impacted.
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There is also a danger of industrial espionage, cyberattacks (including state-sponsored attacks), ransomware attacks, misuse, theft of information or assets (including source code) or damage to assets by people who have gained unauthorized access to our facilities, systems or information. We have in the past, and may in the future, experience such attacks. This includes access to systems or information through email phishing attacks on our employees, which has become a very prevalent technique used against companies, often delaying detection through increasingly complex practices. The objective of these attacks is often to acquire user account credentials in order to access other computer systems through linked accounts or where users have recycled passwords across systems. There is also risk of infection of software while it is under assembly, known as a supply chain attack. As a software provider, there is the risk that we could become the subject of a significant network breach through our usage of compromised third-party software. Similarly, the subversion of popular open source modules presents a widespread and ongoing risk across the software development sector. Increasing use of artificial intelligence may increase these risks.
Inadequate security practices or inadvertent acts or omissions by our employees and partners may also result in unauthorized access to our data. Employees or third parties may also intentionally compromise our or our customers' security or systems. Such cybersecurity breaches, misuse of data or other disruptions could lead to loss of or unauthorized disclosure of our source code or other confidential information, unlicensed use and distribution of our products without compensation, illegal use of our products that could jeopardize the security of customer information stored in and transmitted through our computer systems and theft, manipulation and destruction of proprietary data, resulting in defective products, performance downtimes and possible violation of export laws and other regulatory compliance requirements. Although we actively employ measures to combat such activities, preventing unauthorized access to our systems and data is inherently difficult. In addition, litigation to either pursue our legal rights or defend any claims against us could be costly and time-consuming and may divert management's attention and adversely affect the market's perception of us and our products.
We have experienced targeted and non-targeted cybersecurity attacks and incidents in the past that have resulted in unauthorized persons gaining access to our information and systems, and we could in the future experience similar attacks. To date, no cybersecurity incident or attack described herein has had a material impact on our business or consolidated financial statements.
A number of our core processes, such as software development, sales and marketing, customer service and financial transactions, rely on IT infrastructure and applications. We also rely on third-party service providers and products, which are exposed to various security vulnerabilities outside of our control. Malicious software, sabotage and other cybersecurity breaches of the types discussed above could cause an outage of our infrastructure, which could cause short-term disruption in operations or, in the event of a longer disruption, lead to a substantial denial of service to our customers and ultimately to production downtime, recovery costs and customer claims for breach of contract, as well as reputational damage and impact to employee morale and productivity.
We rely on service providers for infrastructure and cloud-based products.
We use a number of third-party service providers, which we do not control, for key components of our infrastructure, including the development and delivery of our cloud-based products. The utilization of these service providers gives us greater flexibility in efficiently delivering a more tailored, scalable customer experience, but also exposes us to additional risks and vulnerabilities. Third-party service providers operate their own platforms that we access, and we are, therefore, vulnerable to their service interruptions. We may experience interruptions, delays and outages in service and availability from time to time as a result of problems with our third-party service providers' infrastructure. Lack of availability of this infrastructure could be due to a number of potential causes including technical failures, natural disasters (including significant disruptions in weather as a result of global climate change), fraud or security attacks that we cannot predict or prevent. Such outages could lead to the triggering of our service level agreements and the issuance of credits to our cloud-based product customers, which may impact our business and consolidated financial statements. In addition, those of our products and services that depend upon hosted components are vulnerable to security risks inherent in web-based technologies, including greater risk of unauthorized access to or use of customers' protected data. Interception of data transmission, misappropriation or modification of data, corruption of data and attacks by bad actors against our service providers may also adversely affect our products or product and service delivery. Malicious code, viruses or vulnerabilities that are undetected by our service providers may disrupt our business operations generally and may have a disproportionate effect on those of our products that are developed and delivered in the cloud environment. If our security, or that of any of our third-party service providers, is compromised, our software is unavailable or our customers are unable to use our software within a reasonable amount of time or at all, then our business and financial statements could be adversely affected.
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These risks, though largely outside our control, may impact customer perception of our products, service and support, and may damage our brand. While we devote resources to maintaining the security and integrity of our products and systems, as well as ensuring adequate due diligence for our third-party service providers, cloud security and reliability is inherently challenging. In the event of a material breach of data hosted by our service providers or a serious security incident on behalf of, caused by or experienced by a service provider, we may experience significant operational and technical difficulties, loss of data including customer data, diminished competitive position or reputation and loss of customer engagement, which could result in civil liabilities and a negative impact to financial performance. It is also possible that our customers and potential customers would hold us accountable for any breach of security affecting a third-party service provider's infrastructure and we may incur significant liability from those customers and from third parties with respect to any breach affecting these systems. We may not be able to recover a material portion of our liabilities to our customers and third parties from a third-party cloud provider.
Financial Risks
Foreign exchange rate fluctuations may adversely affect our consolidated financial statements.
As a result of our significant international presence, we have revenue, expenses, cash, accounts receivable and payment obligations denominated in foreign currencies, most notably the Euro and Japanese Yen. Our operating results are adversely affected when the U.S. Dollar strengthens relative to foreign currencies and are positively affected when the U.S. Dollar weakens relative to foreign currencies. Additionally, when the U.S. Dollar strengthens relative to other currencies, certain channel partners who pay us in U.S. Dollars may have trouble paying on time or may have trouble distributing our products due to the impact of the currency exchange fluctuation on their cash flows. This may impact our ability to distribute our products into certain regions and markets.
We seek to reduce our currency exchange transaction risks primarily through our normal operating and treasury activities, including derivative instruments, but there can be no assurance that these activities will be successful in reducing these risks. Changes in currency exchange rates may adversely affect or create considerable volatility in our consolidated financial statements.
Changes to tax laws, variable tax estimates and tax authority audits could impact our financial results and operations.
Our operations are subject to income and transaction taxes in the United States and in multiple foreign jurisdictions. A change in the tax law in the jurisdictions in which we do business, including an increase in tax rates, an adverse change in the treatment of an item of income or expense or a decrease in tax rates in a jurisdiction in which we have significant deferred tax assets, could result in a material increase in tax expense. Furthermore, we have recorded significant deferred tax liabilities related to acquired intangible assets that are generally not deductible for tax purposes. These deferred tax liabilities are based on future statutory tax rates in the locations in which the intangible assets are recorded. Any future changes in statutory tax rates would be recorded as an adjustment to the deferred tax liabilities in the period the change is announced and could have a material impact on our effective tax rate during that period. Additionally, changes in tax laws could impact operating cash flow due to changes in timing of payments required as well as the overall rate we are required to pay.
The Organisation for Economic Co-operation and Development ("OECD"), in coordination with the G20, has suggested a number of fundamental changes as part of an effort to address the global tax issue of base erosion and profit shifting. In particular, and as a way to address the tax challenges arising from the digitalization of the economy, the OECD has introduced a two-pillar approach which provides for the allocation of profits among taxing jurisdictions in which companies do business, and the implementation of a 15 percent global minimum tax rate (namely the "Pillar One" and "Pillar Two" proposals). Many countries have implemented laws or are in the process of implementing laws based on the Pillar Two proposal which may adversely affect our provision for income taxes, net income, and cash flows depending on the specifics of the laws passed in each jurisdiction. These proposals also entail significant compliance obligations and if we are unable to successfully transition our business systems, processes and internal controls, it could impact our ability to meet financial and tax reporting deadlines.
We also make significant estimates in determining our worldwide income tax provision. These estimates involve complex tax regulations in many jurisdictions and are subject to many transactions and calculations in which the ultimate tax outcome is uncertain. The outcome of tax matters could be different than the estimates reflected in the historical income tax provision and related accruals. Such differences could have a material impact on income tax expense and net income in the periods in which such determinations are made.
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The amount of income tax we pay is subject to ongoing audits by federal, state and foreign tax authorities. These audits can result in additional assessments, including interest and penalties. Our estimates for liabilities associated with uncertain tax positions are highly judgmental and actual future outcomes may result in favorable or unfavorable adjustments to our estimated tax liabilities, including estimates for uncertain tax positions, in the period the assessments are made or resolved, audits are closed or when statutes of limitation on potential assessments expire. As a result, our effective tax rate may fluctuate significantly on a quarterly or annual basis.
Our indebtedness could adversely affect our business, financial condition and results of operations.
We have outstanding borrowings of $755.0 million under a term loan facility, which matures on June 30, 2027. We also have access to a $500.0 million revolving loan facility, which includes a $50.0 million sublimit for the issuance of letters of credit. The credit agreement governing these loans contains customary representations and warranties, affirmative and negative covenants and events of default. The credit agreement also contains a financial covenant requiring us to maintain a consolidated net leverage ratio not in excess of 3.50 to 1.00 as of the end of any fiscal quarter (for the four-quarter period ending on such date) with an opportunity for a temporary increase in such consolidated net leverage ratio to 4.00 to 1.00 upon the consummation of certain qualified acquisitions for which the aggregate consideration is at least $250.0 million.
Notwithstanding the limits contained in the credit agreement governing our term loan facility and revolving loan facility, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, share repurchases, investments or acquisitions or for other purposes. If we do so, the risks related to our level of debt could intensify. Specifically, our level of debt could:
make it more difficult for us to satisfy our debt obligations and other ongoing business obligations, which may result in defaults;
result in an event of default if we fail to comply with the financial and other covenants contained in the agreement governing our debt, which could result in all of our debt becoming immediately due and payable or require us to negotiate an amendment to financial or other covenants that could cause us to incur additional fees and expenses;
limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;
reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes;
increase our vulnerability to the impact of adverse economic and industry conditions;
expose us to the risk of increased interest rates as our borrowings are at variable rates of interest, which can adversely impact our operating cash flow;
limit our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate and the overall economy;
place us at a competitive disadvantage compared to other, less leveraged competitors;
increase our cost of borrowing; and
increase our effective tax rate as interest expense could become non-deductible.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under our debt agreement.

ITEM 1B.UNRESOLVED STAFF COMMENTS
None.

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ITEM 1C.CYBERSECURITY
Risk Management and Strategy
We are subject to various cybersecurity risks in connection with our business. See the section entitled “Cybersecurity Risks” in Part I, Item 1A. Risk Factors of this Annual Report on Form 10-K. Our cybersecurity program is led by an experienced team of cybersecurity professionals headed by our Chief Information Security Officer (CISO), reporting to our General Counsel.
Our Cybersecurity Management System (CSMS) is part of our cybersecurity program and operates under the Ansys CSMS Risk Management Methodology and Policy (Policy), which establishes a process to identify, assess and mitigate potential cybersecurity threats. The Policy provides for conducting risk assessments to identify Ansys information assets (such as software assets or data), identifying potential vulnerabilities related to those assets, assessing the potential impact should the vulnerability be exploited and working with our internal cybersecurity team to provide recommendations to eliminate or mitigate the potential risk. The risk assessments allow our management to validate threats and investigate potential vulnerabilities to more effectively make risk management decisions and assign resources to mitigate risk.
Our CSMS uses third-party software to identify and prioritize cybersecurity threats and has dedicated personnel whose core responsibilities are to document and track cybersecurity threats. We use security technology tools and methodologies to protect our information systems. We also use tools for risk and vulnerability management and perform periodic penetration testing and vulnerability scanning. Further, we provide our employees information security awareness training upon hire and annually thereafter.
We conduct an enterprise risk assessment that is updated on an annual basis and includes periodic monitoring of new and emerging risks and preparation for and progress on mitigation efforts. Cybersecurity is directly integrated into this process as an operational risk and has been classified within the enterprise risk management program based on the risk assessment. Any identified gaps are incorporated and monitored through a cybersecurity roadmap, with progress reported to management. Controls put in place to manage any identified risks are evaluated against an established risk-mitigation framework.
We engage multiple third-party consultants to advise us on our cybersecurity processes. We conduct external, third-party assessments of our cybersecurity program against specified industry frameworks, as well as annual re-assessments designed to help us understand program changes and the impact that they have had on overall program maturity. Additionally, we engage an external third-party penetration testing entity to measure the effectiveness of our cybersecurity strategy against cybersecurity threats.
Lastly, we use third-party intelligence resources to help identify cybersecurity threats via finished intelligence, alerts and consulting services that help answer requests for information. We have collaborative relationships with The Information Technology - Information Sharing and Analysis Center and several governmental agencies for identification of threats that target technology.
Ansys also has an established Third-Party Risk Management Program and Policy that is designed to identify and manage cybersecurity risks associated with third-party service providers. The program includes processes designed to identify, assess and mitigate and/or manage third-party service provider risks. Under the Third-Party Risk Management Program and Policy, we evaluate third-party service providers through five stages: planning, due diligence, contracting/onboarding, ongoing monitoring and termination/off-boarding.
We have in the past, and may in the future, experience cybersecurity incidents. Although prior incidents have not materially affected Ansys, future incidents from cybersecurity threats could have a materially adverse impact on us, including on our reputation, the results of our operations and our financial condition and could implicate lawsuits and potential civil liability, as well as regulatory fines and non-financial penalties.
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Governance
Our cybersecurity program is overseen by the Audit Committee of the Ansys Board of Directors. This oversight is anchored in the Audit Committee’s charter, which specifically grants the Audit Committee oversight responsibility on our risks related to cybersecurity, including a review of the state of our cybersecurity program, emerging cybersecurity developments and threats and our strategy to mitigate cybersecurity risks. The Senior Director of Internal Audit and Risk Management, with input from the CISO, reports on the status of the cybersecurity program to the Audit Committee and, periodically or where appropriate, to the Ansys Board of Directors. These reports generally include recent updates and improvements to the cybersecurity program, information on the cybersecurity program’s status and intelligence on recent cybersecurity threats, actions we have taken to mitigate such threats and recent material incidents, or potentially material incidents, if any. In addition, the Senior Director of Internal Audit and Risk Management reports to the Audit Committee on the enterprise risk management program, which includes risks associated with cybersecurity.
Our cybersecurity program, and its associated CSMS, is led by an experienced team of cybersecurity professionals headed by the CISO. In the event of a cybersecurity incident, we have a dedicated Cybersecurity Incident Response Team that is responsible for identifying, escalating, responding to and managing cybersecurity incidents, including interdiction and remediation, as well as conducting the initial investigation, gathering and analyzing data, mitigating damage to the informational assets and infrastructure of Ansys, restoring normal services and system integrity and implementing actions designed to prevent future cybersecurity incidents. This team reports to the CISO. In the event of a significant cybersecurity incident, a cross-functional team comprised of cyber, legal and finance personnel work together to determine the materiality of an incident.
Our Cybersecurity Steering Committee, which includes the CISO and several members of management, is responsible for the daily operational oversight of our cybersecurity program. The CISO has over 20 years of experience in cybersecurity. Members of this committee include our General Counsel, Chief Financial Officer and the Senior Director of Internal Audit and Risk Management, all of whom have significant experience in managing enterprise risk, including risk from cybersecurity threats. The Cybersecurity Steering Committee meets routinely to discuss the status of the cybersecurity program, the status of responses to cybersecurity incidents or threats, any updates on certification programs and any emerging cybersecurity threats. Information received by management through the Cybersecurity Steering Committee is regularly included in the quarterly updates to the Audit Committee.

ITEM 2.PROPERTIES
Our executive offices and those related to certain domestic product development, marketing, production and administration are located in a LEED certified, 186,000 square foot office facility in Canonsburg, Pennsylvania. The lease for this facility began on October 1, 2014 and expires on December 31, 2029, excluding any renewal or termination options.
We also lease office space in various locations throughout the world. We own substantially all equipment used in our facilities. Management believes that our facilities generally allow for sufficient space to support present and future foreseeable needs, including such expansion and growth as the business may require.
Our properties and equipment are in good operating condition and are adequate for our current needs. We do not anticipate difficulty in renewing existing leases as they expire or in finding alternative facilities.

ITEM 3.LEGAL PROCEEDINGS
We are subject to various claims, investigations and legal and regulatory proceedings that arise in the ordinary course of business, including, but not limited to, commercial disputes, labor and employment matters, tax audits, alleged infringement of third parties' intellectual property rights and other matters. Use or distribution of our products could generate product liability, regulatory infraction or claims by our customers, end users, channel partners, government entities or third parties. Sales and marketing activities that impact processing of personal data, as well as measures taken to promote license compliance against pirated or unauthorized usage of our commercial products, may also result in claims by customers and individual employees of customers or by non-customers using pirated versions of our products. Each of these matters is subject to various uncertainties, and it is possible that an unfavorable resolution of one or more of these matters could have a significant adverse effect on our consolidated financial statements as well as cause reputational damage. In our opinion, the resolution of pending matters is not expected to have a material adverse effect on our financial position, results of operations or cash flows.

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ITEM 4.MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the Nasdaq Global Select Market tier of the Nasdaq Stock Market under the symbol: "ANSS".
On February 5, 2025, there were 217 stockholders of record of our common stock.
We have not historically paid cash dividends on our common stock as we have retained earnings primarily for acquisitions, for future business opportunities, to make payments on outstanding debt balances and to repurchase stock when authorized by the Board of Directors and when such repurchase meets our objectives. We review our policy with respect to the payment of dividends from time to time; however, there can be no assurance that any dividends will be paid in the future. In addition, pursuant to the Merger Agreement, we may not declare, accrue, set aside, establish a record date for or pay any dividend or other distribution (whether in cash, stock or otherwise) in respect of any shares of capital stock or other securities, without obtaining Synopsys’ approval (which may not be unreasonably withheld, conditioned or delayed).

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Performance Graph
Set forth below is a line graph comparing the yearly percentage change in the cumulative total stockholder return of our common stock, based on the market price per share of our common stock, with the total return of companies included within the NASDAQ Composite Stock Market Index, the NASDAQ 100 Stock Market Index, the S&P 500 Stock Index and an industry peer group of seven companies (Altair Engineering Inc., Aspen Technology, Inc., Autodesk, Inc., Cadence Design Systems, Inc., Dassault Systemes SE, PTC Inc., and Synopsys, Inc.) for the period commencing December 31, 2019 and ending December 31, 2024. The calculation of total cumulative returns assumes a $100 investment in our common stock, the NASDAQ Composite Stock Market Index, the NASDAQ 100 Stock Market Index, the S&P 500 Stock Index and the peer group on December 31, 2019, and the reinvestment of all dividends, and accounts for all stock splits. The historical information set forth below is not necessarily indicative of future performance.
z - AU - stock graph.jpg
ASSUMES $100 INVESTED ON DECEMBER 31, 2019
ASSUMES DIVIDENDS REINVESTED
FIVE FISCAL YEARS ENDED DECEMBER 31, 2024
As of December 31,
201920202021202220232024
ANSYS, Inc.$100$141$156$94$141$131
NASDAQ Composite$100$145$177$119$173$224
NASDAQ 100$100$149$190$128$199$251
S&P 500 Stock Index$100$118$152$125$158$197
Peer Group$100$157$194$148$219$219
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Unregistered Sale of Equity Securities and Use of Proceeds
None.

ITEM 6.[RESERVED]


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ITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with our consolidated financial statements and notes thereto. This section generally discusses our results of operations for the year ended December 31, 2024 compared to the year ended December 31, 2023. For discussion and analysis of our results for the year ended December 31, 2023 compared to the year ended December 31, 2022, refer to "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of our 2023 Form 10-K, filed with the SEC on February 21, 2024.
Business
Ansys, a corporation formed in 1994, develops and globally markets engineering simulation software and services widely used by engineers, designers, researchers and students across a broad spectrum of industries and academia, including high-tech, aerospace and defense, automotive, energy, industrial equipment, materials and chemicals, consumer products, healthcare and construction. Headquartered south of Pittsburgh, Pennsylvania, we employed 6,500 and 6,200 people as of December 31, 2024 and 2023, respectively. We focus on the development of open and flexible solutions that enable users to analyze designs on-premises and/or via the cloud, providing a common platform for fast, efficient and cost-conscious product development, from design concept to final-stage testing, validation and deployment. We distribute our suite of simulation technologies through direct sales offices in strategic, global locations and a global network of independent resellers and distributors (collectively, channel partners). It is our intention to continue to maintain this hybrid sales and distribution model. We operate and report as one segment.
When visionary companies need to know how their world-changing ideas will perform, they close the gap between design and reality using Ansys simulation. For more than 50 years, Ansys software has enabled innovators across industries to push the boundaries of product design by using the predictive power of simulation. From sustainable transportation and advanced satellite systems to life-saving medical devices, Ansys powers innovation that drives human advancement.
Our strategy of Pervasive Insights seeks to deepen the use of simulation in our core market, to inject simulation throughout the product lifecycle and extend the accessibility to a broader set of users and use cases. Our business has three vectors of growth:
More products. Our broad and deep multiphysics portfolio enables us to grow with customers as they use simulation to solve more complex problems across a broad set of industries.
More users. Investments in simulation education and user experience simplification has made simulation more accessible to a broader user base.
More computations. Larger and more complex simulations drive more computation, requiring customers to use more Ansys licenses to complete their simulations.
Through decades of investments in the academic community and enhanced user experiences, our solutions have become accessible and relevant beyond our core "engineering" end user, to reach more users upstream and downstream from our core, which is the product validation process. Our multiphysics solutions enable our customers to address increasingly complex R&D challenges from the component through the system and mission level of analysis. Our products seamlessly enable access to high performance compute capacity to run simulations, on-premises or in the cloud, which means our customers' R&D teams are unencumbered by compute capacity limitations that can hinder R&D cycle times. Through our updated product strategy, we have embraced five key technology pillars: numerics, HPC, cloud, AI and ML, and digital engineering. Innovation across these pillars has helped us transform and modernize processes and techniques across our business and deliver products that our customers rely on to win in the marketplace. For example, our investments in AI capabilities across our simulation portfolio and technical support services enhance the customer experience, democratize and accelerate simulation, unlock greater design exploration and further next-generation innovation.
The engineering software simulation market is strong and growing. The market growth is driven by customers' need for rapid, quality innovation in a cost-efficient manner, enabling faster time to market for new products, streamlined certification and lower warranty costs. Increasing product complexity is driving sustained demand for simulations. Key industry trends fueling customers' increasing needs for simulation include:
Electrification;
Autonomy;
Connectivity;
IIoT;
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Digital transformation/shift to fully digital engineering ecosystem; and
Sustainability, including minimizing waste and physical prototyping, and improving circularity and development time.
We have been investing and intend to continue to invest in our portfolio to broaden the range of physics and enable customers to analyze the interactions among physics at the component, system and mission level. Our strategy of Pervasive Insights is aligned with the near-term market growth opportunities and is laying the foundation for a future where simulation can be further democratized to broader classes of end-users and end-use cases. In addition, we have and expect to continue to partner with industry leaders to extend simulation into other ecosystems and customer R&D workflows.

We license our technology to businesses in a diverse set of industries, educational institutions and governmental agencies. We believe that the features, functionality and integrated multiphysics capabilities of our software products are as strong as they have ever been. The software business is generally characterized by long sales cycles which increase the difficulty of predicting sales for any particular quarter. We make many operational and strategic decisions based upon short- and long-term sales forecasts that are impacted not only by these long sales cycles, but also by current global economic conditions. As a result, we believe that our overall performance is best measured by fiscal year results rather than by quarterly results. Please see the sub-section entitled "Company Operational Risks" under Part I, Item 1A. of this Annual Report on Form 10-K for additional discussion of the potential impact of our sales forecasts on our financial condition, cash flows and operating results.
We address the competition and price pressure that we face in the short- and long-term by focusing on expanding the breadth, depth, ease of use and quality of the technologies, features, functionality and integrated multiphysics capabilities of our software products as compared to our competitors; investing in research and development to develop new and innovative products and increasing the capabilities of our existing products; maintaining a diverse industry footprint and focusing on customer needs, training, consulting and support; and enhancing our distribution channels. We also evaluate and execute strategic acquisitions to supplement our global engineering talent, product offerings and distribution channels.
Synopsys Merger Agreement
On January 15, 2024, we entered into the Merger Agreement with Synopsys and Merger Sub. The Merger Agreement provides for the merger of Merger Sub with and into Ansys, with Ansys surviving the merger as a wholly owned subsidiary of Synopsys. Our Board of Directors and stockholders have approved the Merger Agreement. If the merger is consummated, our common stock will be delisted from the Nasdaq Global Select Market and deregistered under the Exchange Act.
Under the Merger Agreement, at the effective time of the merger, each issued and outstanding share of our common stock (subject to certain exceptions set forth in the Merger Agreement) will be cancelled and converted into the right to receive (i) 0.3450 of a share of common stock, par value $0.01 per share, of Synopsys and (ii) $197.00 in cash, without interest, subject to applicable withholding taxes. With regard to the Stock Consideration, if the aggregate number of shares of Synopsys common stock to be issued in connection with the merger would exceed the Maximum Share Number (19.9999% of the shares of Synopsys common stock issued and outstanding immediately prior to the effective time of the merger), (a) the Exchange Ratio will be reduced to the minimum extent necessary such that the aggregate number of shares of Synopsys common stock to be issued in connection with the merger does not exceed the Maximum Share Number and (b) the Per Share Cash Amount will be correspondingly increased to offset such adjustment.
The Merger Agreement contains customary representations, warranties and covenants made by each of Ansys, Synopsys, and Merger Sub, including, among others, covenants regarding the conduct of our and Synopsys’ businesses during the pendency of the transactions contemplated by the Merger Agreement, the making of certain public disclosures and other matters as described in the Merger Agreement. We and Synopsys have agreed to use reasonable best efforts to take all actions necessary to consummate the merger, including cooperating to obtain the regulatory approvals necessary to complete the merger. We have agreed not to, among other things, (a) solicit proposals relating to alternative transactions or (b) enter into discussions or negotiations or provide non-public information in connection with any proposal for an alternative transaction from a third party, subject to certain exceptions to permit our Board of Directors to comply with its fiduciary obligations. We have further agreed to cease and cause to be terminated any existing discussions or negotiations, if any, with regard to alternative transactions.
The Merger Agreement may be terminated under certain circumstances, including that either party may have the right to terminate if the merger is not completed by July 15, 2025 (which date may be extended by either party to January 15, 2026 as provided in the Merger Agreement). If the Merger Agreement is terminated, (A) Synopsys, under specified circumstances, including termination following an injunction arising in connection with certain antitrust or foreign investment laws, will be required to pay us a termination fee of $1,500.0 million; and (B) we, under specified circumstances, will be required to pay Synopsys a termination fee of $950.0 million.
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The completion of the merger is subject to customary closing conditions, including, among others, approval of the merger under certain applicable antitrust and foreign investment regimes. We currently expect the transaction to close in the first half of 2025.

As previously announced by Synopsys, Ansys and Synopsys have received conditional clearance from the European Commission. The U.K. Competition and Markets Authority provisionally accepted our remedies towards a transaction approval in Phase 1. The State Administration for Market Regulation of the People’s Republic of China has officially accepted our filing, and its review of the proposed transaction is in process. We continue to work with the regulators in other relevant jurisdictions to conclude their reviews.
As part of our efforts to obtain regulatory approval for the merger, we have entered into a definitive agreement with Keysight Technologies, Inc. for the sale of our PowerArtist RTL business. The transaction is subject to customary closing conditions, including review by regulatory authorities, and the closing of Synopsys' proposed acquisition of Ansys. The PowerArtist RTL business has not materially contributed to our financial results.
Overview
Overall GAAP and Non-GAAP Results
This section includes a discussion of GAAP and Non-GAAP results. For reconciliations of Non-GAAP results to GAAP results, see the section titled "Non-GAAP Results" herein.
The 2024 and 2023 period non-GAAP results exclude the income statement effects of stock-based compensation, excess payroll taxes related to stock-based compensation, amortization of acquired intangible assets, expenses related to business combinations and adjustments for the income tax effect of the excluded items.
Our GAAP and non-GAAP results for the year ended December 31, 2024 as compared to the year ended December 31, 2023 reflected the following variances:
Year Ended December 31, 2024
Revenue12.1 %
GAAP Operating income14.7 %
Non-GAAP Operating income20.3 %
GAAP Diluted earnings per share14.3 %
Non-GAAP Diluted earnings per share24.0 %

Our results reflect an increase in revenue during the year ended December 31, 2024 due to growth in subscription lease license and maintenance revenue. We also experienced increased operating expenses during the year ended December 31, 2024, primarily due to increased personnel and acquisition costs. Acquisition costs primarily consist of costs related to the Merger Agreement with Synopsys. In addition, the actual U.S. Dollar reported results were impacted by a stronger U.S. Dollar.

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This section also includes a discussion of constant currency results, which we use for financial and operational decision-making and as a means to evaluate period-to-period comparisons by excluding the effects of foreign currency fluctuations on the reported results. Constant currency is a non-GAAP measure. All constant currency results presented in this Item 7 exclude the effects of foreign currency fluctuations on the reported results. To present this information, the 2024 results for entities whose functional currency is a currency other than the U.S. Dollar were converted to U.S. Dollars at rates that were in effect for the 2023 comparable period, rather than the actual exchange rates in effect for 2024. Constant currency growth rates are calculated by adjusting the 2024 reported amounts by the 2024 currency fluctuation impacts and comparing to the 2023 comparable period reported amounts.
Impact of Foreign Currency
Our comparative financial results were impacted by fluctuations in the U.S. Dollar during the year ended December 31, 2024 as compared to the year ended December 31, 2023. The impacts on our revenue and operating income as a result of the fluctuations of the U.S. Dollar when measured against our foreign currencies based on 2023 exchange rates are reflected in the table below. Amounts in brackets indicate an adverse impact from currency fluctuations.
(in thousands)Year Ended December 31, 2024
Revenue$(25,398)
GAAP Operating income$(19,588)
Non-GAAP Operating income$(19,335)
In constant currency, our variances were as follows:

Year Ended December 31, 2024
Revenue13.2 %
GAAP Operating income17.8 %
Non-GAAP Operating income22.3 %

Other Key Business Metric
Annual Contract Value (ACV) is a key performance metric and is useful to investors in assessing the strength and trajectory of our business. ACV is a supplemental metric to help evaluate the annual performance of the business. Over the life of the contract, ACV equals the total value realized from a customer. ACV is not impacted by the timing of license revenue recognition. ACV is used by management in financial and operational decision-making and in setting sales targets used for compensation. ACV is not a replacement for, and should be viewed independently of, GAAP revenue and deferred revenue as ACV is a performance metric and is not intended to be combined with any of these items. There is no GAAP measure comparable to ACV. ACV is composed of the following:

the annualized value of maintenance and subscription lease contracts with start dates or anniversary dates during the period, plus
the value of perpetual license contracts with start dates during the period, plus
the annualized value of fixed-term services contracts with start dates or anniversary dates during the period, plus
the value of work performed during the period on fixed-deliverable services contracts.

When we refer to the anniversary dates in the definition of ACV above, we are referencing the date of the beginning of the next twelve-month period in a contractually committed multi-year contract. If a contract is three years in duration, with a start date of July 1, 2024, the anniversary dates would be July 1, 2025 and July 1, 2026. We label these anniversary dates as they are contractually committed. While this contract would be up for renewal on July 1, 2027, our ACV performance metric does not assume any contract renewals.

Example 1: For purposes of calculating ACV, a $100,000 subscription lease contract or a $100,000 maintenance contract with a term of July 1, 2024 – June 30, 2025, would each contribute $100,000 to ACV for fiscal year 2024 with no contribution to ACV for fiscal year 2025.

Example 2: For purposes of calculating ACV, a $300,000 subscription lease contract or a $300,000 maintenance contract with a term of July 1, 2024 – June 30, 2027, would each contribute $100,000 to ACV in each of fiscal years 2024, 2025 and 2026. There would be no contribution to ACV for fiscal year 2027 as each period captures the full annual value upon the anniversary date.
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Example 3: A perpetual license valued at $200,000 with a contract start date of March 1, 2024 would contribute $200,000 to ACV in fiscal year 2024.
During the year ended December 31, 2024 and 2023 our ACV was as follows:
 Year Ended December 31,
(in thousands, except percentages)20242023Change
ActualConstant CurrencyActualActualConstant
Currency
AmountAmount%Amount%
ACV$2,563,029 $2,593,819 $2,300,466 $262,563 11.4 $293,353 12.8 
Recurring ACV$2,172,759 $2,200,009 $1,919,467 $253,292 13.2 $280,542 14.6 

Recurring ACV includes both subscription lease license and maintenance ACV and excludes perpetual license and service ACV.
Industry Commentary
In 2024, ACV growth was supported by our core industries of A&D, high-tech and automotive. Our A&D customers increasingly invest in simulation to support applications across space, defense, commercial aviation and advanced air mobility verticals. A&D customers are investing in our technology to support digital transformation initiatives to shift to a fully digital engineering ecosystem connected by a single digital thread, further enhancing efficiency, innovation and collaboration. Customers are also applying our solutions to better execute digital engineering-based approaches for defense programs, advancing certification in the commercial aviation space and reducing cycle times. High-tech customers increasingly rely on our multiphysics platform to model multiple interconnected physical phenomena simultaneously and develop advanced multi-die technologies that overcome integration density constraints and meet the needs of compute-intensive applications. The combination of our multiphysics platform, AI/ML technologies and cloud and HPC solutions help customers achieve higher product performance and reliability while reducing development costs. Growth in the automotive industry stems from the need for quick innovation in a time of regulatory uncertainty. Companies are continuing to innovate electric vehicle technologies, including hybrid options. Customers use our multiphysics solutions augmented by AI/ML to reduce engineering and product costs as pressure to shorten design cycles increases.  
Geographic Trends
The following table presents our geographic revenue variances using actual and constant currency rates during the year ended December 31, 2024 as compared to the year ended December 31, 2023:
Year Ended December 31, 2024
ActualConstant Currency
Americas17.3 %17.3 %
EMEA8.2 %8.8 %
Asia-Pacific6.1 %10.0 %
Total12.1 %13.2 %
Revenue results can fluctuate due to the timing, duration and size of multi-year lease subscription contracts in any particular period and are not necessarily indicative of customers' software usage changes or cash flows during the period presented. To drive growth, we continue to focus on a number of sales improvement activities across the geographic regions, including sales hiring, pipeline building, productivity initiatives and customer engagement activities.
Acquisitions
We make targeted acquisitions in order to support our long-term strategic direction, accelerate innovation, provide increased capabilities to our existing products, supply new products and services, expand our customer base and enhance our distribution channels.

For further information on our acquisition expenses and business combinations during the years ended December 31, 2024 and 2023, see Note 4 to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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Results of Operations
The results of operations discussed below are on a GAAP basis unless otherwise stated.
For purposes of the following discussion and analysis, the table below sets forth certain consolidated financial data for the years 2024 and 2023.
 Year Ended December 31,
(in thousands)20242023
Revenue:
Software licenses$1,263,916 $1,088,748 
Maintenance and service1,280,893 1,181,201 
Total revenue2,544,809 2,269,949 
Cost of sales:
Software licenses45,367 40,004 
Amortization88,560 80,990 
Maintenance and service145,892 150,304 
Total cost of sales279,819 271,298 
Gross profit2,264,990 1,998,651 
Operating expenses:
Selling, general and administrative995,340 855,135 
Research and development528,014 494,869 
Amortization23,748 22,512 
Total operating expenses1,547,102 1,372,516 
Operating income717,888 626,135 
Interest income51,131 19,588 
Interest expense(47,849)(47,145)
Other expense, net(3,132)(6,440)
Income before income tax provision718,038 592,138 
Income tax provision142,346 91,726 
Net income$575,692 $500,412 


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Year Ended December 31, 2024 Compared to Year Ended December 31, 2023
Revenue:
 Year Ended December 31,
(in thousands, except percentages)20242023Change
GAAPConstant CurrencyGAAPGAAPConstant Currency
AmountAmount%Amount%
Revenue:
Subscription lease licenses$948,831 $959,393 $786,050 $162,781 20.7 $173,343 22.1 
Perpetual licenses315,085 318,184 302,698 12,387 4.1 15,486 5.1 
Software licenses1,263,916 1,277,577 1,088,748 175,168 16.1 188,829 17.3 
Maintenance1,209,217 1,220,688 1,103,523 105,694 9.6 117,165 10.6 
Service71,676 71,942 77,678 (6,002)(7.7)(5,736)(7.4)
Maintenance and service1,280,893 1,292,630 1,181,201 99,692 8.4 111,429 9.4 
Total revenue$2,544,809 $2,570,207 $2,269,949 $274,860 12.1 $300,258 13.2 

Revenue for the year ended December 31, 2024 increased 12.1% compared to the year ended December 31, 2023, or 13.2% in constant currency. Subscription lease license revenue increased 20.7%, or 22.1% in constant currency, as compared to the year ended December 31, 2023, with substantially all of the increase attributable to incremental sales to our existing customers. The reported $162.8 million increase in lease license revenue was attributable to a $119.1 million increase in value from multi-year licenses and a $43.7 million increase in value from annual licenses. Maintenance revenue growth of 9.6%, or 10.6% in constant currency, is correlated with license sales and is driven substantially by our existing customer base. The reported $105.7 million growth in maintenance revenue was attributable to a $117.1 million increase in maintenance associated with lease licenses, partially offset by an $11.4 million decrease in maintenance associated with perpetual sales. Perpetual license revenue, which is derived from new sales during the year ended December 31, 2024, increased 4.1%, or 5.1% in constant currency, as compared to the year ended December 31, 2023. Driving the increase in perpetual license revenue was a 19.0% increase in average deal size, partially offset by a 14.9% decrease in the volume of deals.

We continue to experience strong demand from our customers for contracts that often include longer-term, subscription leases involving a larger number of our software products. These arrangements typically involve a higher overall transaction price. The upfront recognition of license revenue related to these larger transactions can result in significant subscription lease revenue volatility. Software products, across a large variety of applications and industries, are increasingly distributed in software-as-a-service, cloud and other subscription environments in which the licensing approach is time-based rather than perpetual. This preference could result in a shift from perpetual licenses to time-based licenses, such as subscription leases, over the long term.
With respect to revenue, on average for the year ended December 31, 2024, the U.S. Dollar was 2.4% stronger, when measured against our foreign currencies, than for the year ended December 31, 2023. The table below presents the net impacts of currency fluctuations on revenue for the year ended December 31, 2024. Amounts in brackets indicate a net adverse impact from currency fluctuations.
(in thousands)Year Ended December 31, 2024
Japanese Yen$(14,241)
South Korean Won(5,329)
Euro(4,893)
Taiwan Dollar(1,306)
British Pound1,674 
Other(1,303)
Total$(25,398)


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As a percentage of revenue, our international and domestic revenues, and our direct and indirect revenues, were as follows:
Year Ended December 31,
20242023
International50.8 %53.4 %
Domestic49.2 %46.6 %
Direct75.2 %73.9 %
Indirect24.8 %26.1 %
Cost of Sales and Operating Expenses:
The tables below reflect our operating results on both a GAAP and constant currency basis. Amounts included in the discussions that follow each table are provided in constant currency. The impact of foreign exchange translation is discussed separately, where material.
 Year Ended December 31,
20242023Change
GAAPConstant CurrencyGAAPGAAPConstant Currency
(in thousands, except percentages)Amount% of
Revenue
Amount% of
Revenue
Amount% of
Revenue
Amount%Amount%
Cost of sales:
Software licenses$45,367 1.8 $45,425 1.8 $40,004 1.8 $5,363 13.4 $5,421 13.6 
Amortization88,560 3.5 88,434 3.4 80,990 3.6 7,570 9.3 7,444 9.2 
Maintenance and service145,892 5.7 146,644 5.7 150,304 6.6 (4,412)(2.9)(3,660)(2.4)
Total cost of
sales
279,819 11.0 280,503 10.9 271,298 12.0 8,521 3.1 9,205 3.4 
Gross profit$2,264,990 89.0 $2,289,704 89.1 $1,998,651 88.0 $266,339 13.3 $291,053 14.6 

Software Licenses: The increase in the cost of software licenses was primarily due to increased third-party royalties of $5.1 million.
Amortization: The increase in amortization expense was due to acquired intangible assets related to our business combinations.
Maintenance and Service: The net decrease in maintenance and service costs was primarily due to the following:
Decreased third-party technical support of $4.1 million.
Decreased other headcount-related costs of $1.6 million.
Increased stock-based compensation of $1.0 million.
The improvement in gross profit was a result of the increase in revenue.
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 Year Ended December 31,
20242023Change
GAAPConstant CurrencyGAAPGAAPConstant Currency
(in thousands, except percentages)Amount% of
Revenue
Amount% of
Revenue
Amount% of
Revenue
Amount%Amount%
Operating expenses:
Selling, general and administrative$995,340 39.1 1,000,258 38.9 $855,135 37.7 $140,205 16.4 $145,123 17.0 
Research and development528,014 20.7 528,279 20.6 494,869 21.8 33,145 6.7 33,410 6.8 
Amortization23,748 0.9 23,691 0.9 22,512 1.0 1,236 5.5 1,179 5.2 
Total operating expenses1,547,102 60.8 1,552,228 60.4 1,372,516 60.5 174,586 12.7 179,712 13.1 
Operating income$717,888 28.2 $737,476 28.7 $626,135 27.6 $91,753 14.7 $111,341 17.8 

Selling, General and Administrative: The increase in selling, general and administrative costs was primarily due to the following:
Increased salaries, incentive compensation and other headcount-related costs of $46.1 million.
Increased acquisition costs of $44.5 million primarily due to costs related to the Merger Agreement with Synopsys.
Increased stock-based compensation of $35.7 million.
Increased third-party commissions of $5.9 million.
We anticipate that we will continue to make targeted investments in our global sales and marketing organizations and our global business infrastructure to enhance and support our revenue-generating activities.
Research and Development: The increase in research and development costs was primarily due to the following:
Increased salaries, incentive compensation and other headcount-related expenses of $22.6 million.
Increased stock-based compensation of $12.3 million.
We have traditionally invested significant resources in research and development activities and intend to continue to make investments in expanding the ease of use and capabilities of our broad portfolio of simulation software products.
The impacts from currency fluctuations resulted in decreased operating income of $19.6 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Interest Income: Interest income for the year ended December 31, 2024 was $51.1 million as compared to $19.6 million for the year ended December 31, 2023. Interest income increased as a result of a higher invested cash balance, a higher interest rate environment and the related increase in the average rate of return on invested cash balances.
Other Expense, net: Our other expense consisted of the following:
 Year Ended December 31,
(in thousands)20242023
Investment gain (loss), net$199 $(2,233)
Foreign currency losses, net(3,109)(3,981)
Other(222)(226)
Total other expense, net$(3,132)$(6,440)

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Income Tax Provision: Our income before income tax provision, income tax provision and effective tax rate were as follows:
Year Ended December 31,
(in thousands, except percentages)20242023
Income before income tax provision$718,038 $592,138 
Income tax provision$142,346 $91,726 
Effective tax rate19.8 %15.5 %

The increase in the effective tax rate from the prior year was primarily due to a $12.4 million increase in taxes related to non-deductible expenses, an $8.1 million decrease in U.S. tax benefits on foreign earnings and a $7.2 million increase in state tax expense.
When compared to the federal and state combined statutory rate for each respective period, the effective tax rates for the years ended December 31, 2024 and 2023 were favorably impacted by tax benefits from the Foreign-Derived Intangible Income (FDII) deduction and research and development credits, partially offset by the impact of non-deductible compensation.
The OECD has introduced a two-pillar approach to address the tax challenges arising from the digitalization of the economy. Pillar Two defines global minimum tax rules and includes a 15 percent minimum tax rate. We have not recorded any income tax provision related to Pillar Two for the year ended December 31, 2024 based on the laws currently enacted in the jurisdictions in which we operate.

Net Income: Our net income, diluted earnings per share and weighted average shares used in computing diluted earnings per share were as follows:
Year Ended December 31,
(in thousands, except per share data)20242023
Net income$575,692 $500,412 
Diluted earnings per share$6.55 $5.73 
Weighted average shares outstanding - diluted87,895 87,386 





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Non-GAAP Results
We provide non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share as supplemental measures to GAAP regarding our operational performance. These financial measures exclude the impact of certain items and, therefore, have not been calculated in accordance with GAAP. A detailed explanation and a reconciliation of each non-GAAP financial measure to its most comparable GAAP financial measure are included below, as applicable.
ANSYS, INC. AND SUBSIDIARIES
Reconciliations of GAAP to Non-GAAP Measures
(Unaudited)
Year Ended December 31, 2024
(in thousands, except percentages and per share data)Gross Profit% of RevenueOperating Income% of RevenueNet Income
EPS - Diluted1
Total GAAP$2,264,990 89.0 %$717,888 28.2 %$575,692 $6.55 
Stock-based compensation expense14,313 0.6 %270,900 10.7 %270,900 3.08 
Excess payroll taxes related to stock-based awards506  %8,643 0.3 %8,643 0.10 
Amortization of intangible assets from acquisitions88,560 3.5 %112,308 4.4 %112,308 1.28 
Expenses related to business combinations  %52,841 2.1 %52,841 0.60 
Adjustment for income tax effect  %  %(61,132)(0.70)
Total non-GAAP$2,368,369 93.1 %$1,162,580 45.7 %$959,252 $10.91 
1 Diluted weighted average shares were 87,895.

Year Ended December 31, 2023
(in thousands, except percentages and per share data)Gross Profit% of RevenueOperating Income% of RevenueNet Income
EPS - Diluted1
Total GAAP$1,998,651 88.0 %$626,135 27.6 %$500,412 $5.73 
Stock-based compensation expense13,337 0.6 %221,891 9.9 %221,891 2.54 
Excess payroll taxes related to stock-based awards307 0.1 %5,541 0.2 %5,541 0.06 
Amortization of intangible assets from acquisitions80,990 3.5 %103,502 4.5 %103,502 1.18 
Expenses related to business combinations— — %9,422 0.4 %9,422 0.11 
Adjustment for income tax effect— — %— — %(71,460)(0.82)
Total non-GAAP$2,093,285 92.2 %$966,491 42.6 %$769,308 $8.80 
1 Diluted weighted average shares were 87,386.

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We use non-GAAP financial measures (a) to evaluate our historical and prospective financial performance as well as our performance relative to our competitors, (b) to set internal sales targets and spending budgets, (c) to allocate resources, (d) to measure operational profitability and the accuracy of forecasting, (e) to assess financial discipline over operational expenditures and (f) as an important factor in determining variable compensation for management and employees. In addition, many financial analysts that follow us focus on and publish both historical results and future projections based on non-GAAP financial measures. We believe that it is in the best interest of our investors to provide this information to analysts so that they accurately report the non-GAAP financial information. Moreover, investors have historically requested, and we have historically reported, these non-GAAP financial measures as a means of providing consistent and comparable information with past reports of financial results.
While we believe that these non-GAAP financial measures provide useful supplemental information to investors, there are limitations associated with the use of these non-GAAP financial measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all our competitors and may not be directly comparable to similarly titled measures of our competitors due to potential differences in the exact method of calculation. We compensate for these limitations by using these non-GAAP financial measures as supplements to GAAP financial measures and by reviewing the reconciliations of the non-GAAP financial measures to their most comparable GAAP financial measures.
The adjustments to these non-GAAP financial measures, and the basis for such adjustments, are outlined below:
Amortization of intangible assets from acquisitions. We incur amortization of intangible assets, included in our GAAP presentation of amortization expense, related to various acquisitions we have made. We exclude these expenses for the purpose of calculating non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational performance because these costs are fixed at the time of an acquisition, are then amortized over a period of several years after the acquisition and generally cannot be changed or influenced by us after the acquisition. Accordingly, we do not consider these expenses for purposes of evaluating our performance during the applicable time period after the acquisition, and we exclude such expenses when making decisions to allocate resources. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate the effectiveness of the methodology and information used by us in our financial and operational decision-making, and (b) compare our past reports of financial results as we have historically reported these non-GAAP financial measures.
Stock-based compensation expense. We incur expense related to stock-based compensation included in our GAAP presentation of cost of maintenance and service; research and development expense; and selling, general and administrative expense. We also incur excess payroll tax expense related to stock-based compensation, which is an additional non-GAAP adjustment. Although stock-based compensation is an expense and viewed as a form of compensation, we exclude these expenses for the purpose of calculating non-GAAP gross profit, non-GAAP gross profit margin, non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational performance. Specifically, we exclude stock-based compensation during our annual budgeting process and our quarterly and annual assessments of our performance. The annual budgeting process is the primary mechanism whereby we allocate resources to various initiatives and operational requirements. Additionally, the annual review by our Board of Directors during which it compares our historical business model and profitability to the planned business model and profitability for the forthcoming year excludes the impact of stock-based compensation. In evaluating the performance of our senior management and department managers, charges related to stock-based compensation are excluded from expenditure and profitability results. In fact, we record stock-based compensation expense into a stand-alone cost center for which no single operational manager is responsible or accountable. In this way, we can review, on a period-to-period basis, each manager’s performance and assess financial discipline over operational expenditures without the effect of stock-based compensation. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate our operating results and the effectiveness of the methodology used by us to review our operating results, and (b) review historical comparability in our financial reporting as well as comparability with competitors’ operating results.
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Expenses related to business combinations. We incur expenses for professional services rendered in connection with acquisitions and divestitures, which are included in our GAAP presentation of selling, general and administrative expense. We also incur other expenses directly related to business combinations, including compensation expenses and concurrent restructuring activities, such as employee severances and other exit costs. These costs are included in our GAAP presentation of selling, general and administrative and research and development expenses. We exclude these acquisition-related expenses for the purpose of calculating non-GAAP operating income, non-GAAP operating profit margin, non-GAAP net income and non-GAAP diluted earnings per share when we evaluate our continuing operational performance, as we generally would not have otherwise incurred these expenses in the periods presented as a part of our operations. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate our operating results and the effectiveness of the methodology used by us to review our operating results, and (b) review historical comparability in our financial reporting as well as comparability with competitors’ operating results.
Non-GAAP tax provision. We utilize a normalized non-GAAP annual effective tax rate (AETR) to calculate non-GAAP measures. This methodology provides better consistency across interim reporting periods by eliminating the effects of non-recurring items and aligning the non-GAAP tax rate with our expected geographic earnings mix. To project this rate, we analyzed our historic and projected non-GAAP earnings mix by geography along with other factors such as our current tax structure, recurring tax credits and incentives, and expected tax positions. On an annual basis we re-evaluate and update this rate for significant items that may materially affect our projections.
Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP. Our non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP financial measures and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
We have provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures as listed below:
GAAP Reporting MeasureNon-GAAP Reporting Measure
Gross ProfitNon-GAAP Gross Profit
Gross Profit MarginNon-GAAP Gross Profit Margin
Operating IncomeNon-GAAP Operating Income
Operating Profit MarginNon-GAAP Operating Profit Margin
Net IncomeNon-GAAP Net Income
Diluted Earnings Per ShareNon-GAAP Diluted Earnings Per Share
Constant currency. In addition to the non-GAAP financial measures detailed above, we use constant currency results for financial and operational decision-making and as a means to evaluate period-to-period comparisons by excluding the effects of foreign currency fluctuations on the reported results. To present this information, the 2024 period results for entities whose functional currency is a currency other than the U.S. Dollar were converted to U.S. Dollars at rates that were in effect for the 2023 comparable period, rather than the actual exchange rates in effect for 2024. Constant currency growth rates are calculated by adjusting the 2024 period reported amounts by the 2024 currency fluctuation impacts and comparing the adjusted amounts to the 2023 comparable period reported amounts. We believe that these non-GAAP financial measures are useful to investors because they allow investors to (a) evaluate the effectiveness of the methodology and information used by us in our financial and operational decision-making, and (b) compare our reported results to our past reports of financial results without the effects of foreign currency fluctuations.
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Liquidity and Capital Resources
As of December 31,Change
(in thousands, except percentages)20242023Amount%
Cash, cash equivalents and short-term investments$1,497,517 $860,390 $637,127 74.1 
Working capital$1,890,309 $1,160,273 $730,036 62.9 

Cash, Cash Equivalents and Short-Term Investments
Cash and cash equivalents consist primarily of highly liquid investments such as money market funds and deposits held at major banks. Short-term investments consist of available-for-sale debt securities with remaining maturities greater than three months at the date of purchase and time deposits. The following table presents our foreign and domestic holdings of cash, cash equivalents and short-term investments as of December 31, 2024 and 2023:
 As of December 31,
(in thousands, except percentages)2024% of Total2023% of Total
Domestic$1,052,003 70.2 $529,092 61.5 
Foreign445,514 29.8 331,298 38.5 
Total$1,497,517 $860,390 

In general, it is our intention to permanently reinvest all earnings in excess of previously taxed amounts. Substantially all of the pre-2018 earnings of our non-U.S. subsidiaries were taxed through the transition tax and post-2018 current earnings are taxed as part of global intangible low-taxed income tax expense. These taxes increase our previously taxed earnings and allow for the repatriation of the majority of our foreign earnings without any residual U.S. federal tax. Unrecognized provisions for taxes on indefinitely reinvested undistributed earnings of foreign subsidiaries would not be significant.
The amount of cash, cash equivalents and short-term investments held by foreign subsidiaries is subject to translation adjustments caused by changes in foreign currency exchange rates as of the end of each respective reporting period, the offset to which is recorded in accumulated other comprehensive loss on our consolidated balance sheet.
Cash Flows from Operating Activities
Year Ended December 31,Change
(in thousands, except percentages)20242023Amount%
Net cash provided by operating activities$795,740 $717,122 $78,618 11.0 
Net cash provided by operating activities increased during the current fiscal year due to increased customer receipts driven primarily by ACV growth, partially offset by payments related to higher operating expenses and increased income tax payments associated with higher taxable income.
Cash Flows from Investing Activities
Year Ended December 31,Change
(in thousands, except percentages)20242023Amount%
Net cash used in investing activities$(99,562)$(240,042)$140,480 58.5 
Net cash used in investing activities decreased during the current fiscal year due primarily to decreased cash outlays for acquisitions of $207.3 million, partially offset by increased purchases of short-term investments of $53.2 million and capital expenditures of $18.7 million. We currently plan capital spending of $45.0 million to $55.0 million during fiscal year 2025 as compared to the $44.0 million that was spent in fiscal year 2024. The level of spending will depend on various factors, including the growth of the business and general economic conditions.
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Cash Flows from Financing Activities
Year Ended December 31,Change
(in thousands, except percentages)20242023Amount%
Net cash used in financing activities$(98,544)$(231,319)$132,775 57.4 

Net cash used in financing activities decreased during the current fiscal year primarily due to decreased stock repurchases of $196.5 million, partially offset by increased restricted stock withholding taxes paid in lieu of issuing shares of $42.5 million and decreased proceeds from shares issued for stock-based compensation of $19.6 million.
Other Cash Flow Information
On June 30, 2022, we entered into a credit agreement (the 2022 Credit Agreement) with PNC Bank, National Association as administrative agent, swing line lender, and an L/C issuer, the lenders party thereto, and the other L/C issuers party thereto. The 2022 Credit Agreement refinanced our previous credit agreements in their entirety. The 2022 Credit Agreement provides for a $755.0 million unsecured term loan facility and a $500.0 million unsecured revolving loan facility. Terms used in this description of the 2022 Credit Agreement with initial capital letters that are not otherwise defined herein are as defined in the 2022 Credit Agreement.
As of December 31, 2024, the carrying value of our term loan was $754.2 million, with no principal payments due in the next twelve months. Borrowings under the term loan and revolving loan facilities accrue interest at a rate that is based on the Term SOFR plus an applicable margin or at the base rate plus an applicable margin, at our election. The base rate is the highest of (i) the Overnight Bank Funding Rate, plus 0.500%, (ii) the PNC Bank, National Association prime rate, and (iii) Daily Simple SOFR plus an adjustment for SOFR plus 1.00%. The applicable margin for the borrowings is a percentage per annum based on the lower of (1) a pricing level determined by our then-current consolidated net leverage ratio and (2) a pricing level determined by our public debt rating (if available).
On September 29, 2023, the 2022 Credit Agreement was amended to provide for an interest rate adjustment (Sustainability Rate Adjustment) based upon the achievement of certain environmental, social and governance key performance indicators (KPIs). The Sustainability Rate Adjustment range is +/- 0.05% and will be adjusted annually based on the KPIs of the preceding year.
The rate in effect for the first quarter of 2025 under the 2022 Credit Agreement is 5.25%.
We previously entered into operating lease commitments, primarily for our domestic and international offices. The commitments related to these operating leases is $122.6 million, of which $27.8 million is due in the next twelve months.
There were no share repurchases in 2024. For the year ended December 31, 2023, 650 thousand shares were repurchased at an average price of $302.34 per share, with a total cost of $196.5 million. As of December 31, 2024, 1.1 million shares remained available for repurchase under the program.
We continue to generate positive cash flows from operating activities and believe that the best uses of our excess cash are to invest in the business; acquire or make investments in complementary companies, products, services and technologies; and make payments on our outstanding debt balances. Any future acquisitions may be funded by available cash and investments, cash generated from operations, debt financing or the issuance of additional securities.
We believe that existing cash and cash equivalent balances, together with cash generated from operations and access to the $500.0 million revolving loan facility, will be sufficient to meet our working capital, capital expenditure requirements and contractual obligations through at least the next twelve months and the foreseeable future thereafter. Our cash requirements in the future may also be financed through additional equity or debt financings. However, future disruptions in the capital markets could make financing more challenging and there can be no assurance that such financing can be obtained on commercially reasonable terms, or at all.

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Contractual and Other Obligations
Our significant contractual and other obligations as of December 31, 2024 are summarized below:
(in thousands)TotalCurrentLong-Term
Long-term debt:
   Principal payments$755,000 $— $755,000 
   Interest payments(1)
100,377 40,217 60,160 
Global headquarters operating lease(2)
22,863 4,650 18,213 
Other operating leases(3)
99,690 23,131 76,559 
Unconditional purchase obligations(4)
96,395 66,763 29,632 
Obligations related to uncertain tax positions, including interest and penalties(5)
 — — 
Total contractual obligations$1,074,325 $134,761 $939,564 
(1)Borrowings under long-term debt accrue interest at a rate that is based on the Term SOFR plus an applicable margin or at the base rate plus an applicable margin, at our election. The base rate is the highest of (i) the Overnight Bank Funding Rate, plus 0.500%, (ii) the PNC Bank, National Association prime rate, and (iii) Daily Simple SOFR plus an adjustment for SOFR plus 1.00%. The applicable margin for the borrowings is a percentage per annum based on the lower of (1) a pricing level determined by our then-current consolidated net leverage ratio and (2) a pricing level determined by our public debt rating (if available). As the interest rate is variable, interest on the long-term debt is estimated using the interest rate as of December 31, 2024. For additional information, see Note 11 to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K.
(2)We previously entered into a lease agreement for 186,000 square feet of rentable space located in an office facility in Canonsburg, Pennsylvania, which serves as our headquarters. The term of the lease is 183 months, beginning on October 1, 2014 and expiring on December 31, 2029.
(3)Other operating leases primarily include lease commitments for our other domestic and international offices as well as certain operating equipment.
(4)Unconditional purchase obligations primarily include minimum royalty contracts and software licenses and support, which are unrecorded as of December 31, 2024. The unconditional purchase obligations are in addition to the current and long-term liabilities recorded on our December 31, 2024 consolidated balance sheet.
(5)We have $68.6 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 we are uncertain as to if or when such amounts may be settled. As a result, such amounts are excluded from the table above.
If the Merger Agreement is terminated under certain circumstances specified in the Merger Agreement, we would be required to pay a termination fee of $950.0 million.

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Critical Accounting Estimates
We have prepared our consolidated financial statements in accordance with GAAP. In preparing our consolidated financial statements, we make assumptions, judgments and estimates that can have a significant impact on our financial position and results of operations. These estimates, assumptions and judgments are made based on our historical experience and on other assumptions that we believe to be reasonable under the circumstances. Actual results could materially differ from any of our estimates under different assumptions or conditions.
The accounting policies, methods and estimates used to prepare our consolidated financial statements are described in Note 2 to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K. The most critical accounting judgments and estimates that we made in preparing our consolidated financial statements involved:
Revenue recognition;
Valuation of assets acquired and liabilities assumed in business combinations; and
Income taxes.
Revenue Recognition
Description
Our revenue is derived principally from the licensing of computer software products and from related maintenance contracts. We enter into contracts that include combinations of products, maintenance and services, which are accounted for as separate performance obligations with differing revenue recognition patterns.
Judgments and Estimates
Our contracts with customers typically include promises to transfer licenses and services to a customer. Judgment is required to determine if the promises are separate performance obligations, and if so, to allocate the transaction price to each performance obligation. We use the estimated standalone selling price method to allocate the transaction price for each performance obligation. The estimated standalone selling price is determined using all information reasonably available to us, including market conditions and other observable inputs. The corresponding revenues are recognized as the related performance obligations are satisfied.
Our time-based subscription lease license contracts with customers are sold as a bundled arrangement that includes the rights to a term software license as well as post-contract support (PCS), which includes unspecified technical enhancements and customer support. Revenue is recognized up front at the commencement of the lease for the term software lease license and recognized ratably over the term of the contract for the PCS in the arrangement. Utilizing observable inputs, we determined that 50% of the estimated standalone selling price of the subscription lease license is attributable to the term software license, while 50% is attributable to PCS. This determination involved judgment, particularly as it relates to the value relationship between our PCS and subscription lease licenses, the value relationship between PCS and our perpetual licenses and its linkage to the shortened term of a subscription lease license, the average economic life of our software, renewal rates of our customers and the price of the bundled arrangement in relation to the perpetual licensing approach.
Changes in these estimates could significantly impact the recognition of revenue in a given period.
Valuation of Assets Acquired and Liabilities Assumed in Business Combinations
Description
In accordance with business combination accounting, we allocate the purchase price of an acquired business to its identifiable assets acquired and liabilities assumed at the acquisition date based upon their estimated fair values. The excess of the fair value of consideration transferred over the fair value of net identifiable assets acquired, if any, is recorded as goodwill. Intangible assets are recognized apart from goodwill whenever an acquired intangible asset arises from contractual or other legal rights, or whenever it is capable of being separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability.
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Judgments and Estimates
Determining these fair values requires us to make significant estimates and assumptions, particularly with respect to acquired intangible assets. We determined the fair value of our intangible assets using various valuation techniques, including the relief-from-royalty method and the multi-period excess earnings method. These models utilize certain unobservable inputs classified as Level 3 measurements as defined by ASC 820, Fair Value Measurements and Disclosures. The determination of fair value requires considerable judgment and is sensitive to changes in underlying assumptions, estimates and market factors. Estimating fair value requires us to make assumptions and estimates regarding our future plans, as well as industry and economic conditions. These assumptions and estimates include, but are not limited to: royalty rate, discount rate, customer attrition rate and obsolescence rate. The fair values of the intangible assets will be amortized over their useful lives.
If actual results are materially different than the assumptions we used to determine fair value of the assets acquired and liabilities assumed through a business combination, it is possible that adjustments to the carrying values of such assets and liabilities will have a material impact on our financial position and results of operations. See Note 4 to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for information regarding our business acquisitions.
Income Taxes
Description
Our income tax expense reflects management's best estimate of current and future taxes to be paid. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date.
Additionally, as part of our accounting for income taxes, tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more-likely-than-not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the statute of limitations has expired or the appropriate taxing authority has completed its examination even though the statute of limitations remains open.
Judgments and Estimates
We are subject to tax in the United States and numerous foreign jurisdictions. Significant judgements and estimates are required in the determination of consolidated income tax expense. We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. The assumptions about future taxable income require the use of significant judgement and are consistent with the plans and estimates we are using to manage the underlying business. In the event we determine that we will be able to realize deferred tax assets for which a valuation allowance was used to reduce their carrying value, the adjustment to the valuation allowance will be recorded as a reduction to the provision for income taxes in the period such determination is made.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our global operations. Significant judgment is required in the identification and measurement of uncertain tax positions. Our liability for unrecognized tax benefits contains uncertainties because we are required to make assumptions and to apply judgment to estimate the exposures associated with our various filing positions. We adjust the liabilities when our judgement changes as a result of new information not previously available.
Although we believe that the judgments and estimates discussed herein are reasonable, actual results could differ and we may be exposed to losses or gains that could be material. To the extent actual results differ from estimated amounts recorded, such differences will impact the income tax provision in the period in which the determination is made.
Recent Accounting Guidance
For information regarding recent accounting guidance and its impact on our consolidated financial statements, see Note 2 to the consolidated financial statements in Part IV, Item 15 of this Annual Report on Form 10-K.
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ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Currency Exchange Risk. As we operate in international regions, a portion of our revenue, expenses, cash, accounts receivable and payment obligations are denominated in foreign currencies. As a result, changes in currency exchange rates will affect our financial position, results of operations and cash flows. We seek to reduce our currency exchange transaction risks primarily through our normal operating and treasury activities, including the use of derivative instruments.
With respect to revenue, on average for the year ended December 31, 2024, the U.S. Dollar was 2.4% stronger, when measured against our foreign currencies, than for the year ended December 31, 2023. The table below presents the net impacts of currency fluctuations on revenue for the year ended December 31, 2024. Amounts in brackets indicate a net adverse impact from currency fluctuations.
(in thousands)Year Ended December 31, 2024
Japanese Yen$(14,241)
South Korean Won(5,329)
Euro(4,893)
Taiwan Dollar(1,306)
British Pound1,674 
Other(1,303)
Total$(25,398)

The impacts from currency fluctuations resulted in decreased operating income of $19.6 million for the year ended December 31, 2024 as compared to the year ended December 31, 2023.

A hypothetical 10% strengthening in the U.S. Dollar against other currencies would have decreased our revenue by $105.3 million and decreased our operating income by $46.0 million for the year ended December 31, 2024.
The most meaningful currency impacts on revenue and operating income are typically attributable to U.S. Dollar exchange rate changes against the Euro and Japanese Yen. Historical exchange rates for these currency pairs are reflected in the charts below:
 Period End Exchange Rates
As ofEUR/USDUSD/JPY
December 31, 20241.04 157 
December 31, 20231.10 141 
December 31, 20221.07 131 
December 31, 20211.14 115 
 Average Exchange Rates
Year EndedEUR/USDUSD/JPY
December 31, 20241.08 151 
December 31, 20231.08 140 
December 31, 20221.05 131 
Interest Rate Risk. Changes in the overall level of interest rates affect the interest income that is generated from our cash, cash equivalents and short-term investments and the interest expense that is generated from our outstanding borrowings. For the year ended December 31, 2024, interest income was $51.1 million and interest expense was $47.8 million.
Cash and cash equivalents consist primarily of highly liquid investments such as money market funds and deposits held at major banks. Short-term investments consist of available-for-sale debt securities with remaining maturities greater than three months at the date of purchase and time deposits. A hypothetical 100 basis point change in interest rates on these holdings could have a $15.0 million impact on our financial results.
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Our outstanding term loan borrowings of $755.0 million as of December 31, 2024 accrue interest at a rate that is based on the Term SOFR plus an applicable margin or at the base rate plus an applicable margin, at our election. The base rate is the highest of (i) the Overnight Bank Funding Rate, plus 0.500%, (ii) the PNC Bank, National Association prime rate, and (iii) Daily Simple SOFR plus an adjustment for SOFR plus 1.00%. The applicable margin for the borrowings is a percentage per annum based on the lower of (1) a pricing level determined by our then-current consolidated net leverage ratio and (2) a pricing level determined by our public debt rating (if available).
On September 29, 2023, the 2022 Credit Agreement was amended to provide for an interest rate adjustment (Sustainability Rate Adjustment) based upon the achievement of certain environmental, social and governance KPIs. The Sustainability Rate Adjustment range is +/- 0.05% and will be adjusted annually based on the KPIs of the preceding year.
Because interest rates applicable to the outstanding borrowings are variable, we are exposed to interest rate risk from changes in the underlying index rates, which affects our interest expense. A hypothetical increase of 100 basis points in interest rates would result in an increase in interest expense of $7.7 million and a corresponding decrease in cash flows over the next twelve months, based on outstanding borrowings at December 31, 2024.

ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is included in Part IV, Item 15 of this Annual Report on Form 10-K.

 

ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.

ITEM 9A.CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures. As required by Rules 13a-15 and 15d-15 of the Exchange Act, we have evaluated, with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that such disclosure controls and procedures are effective, as defined in Rule 13a-15(e) or Rule 15d-15(e) of the Exchange Act.
We believe, based on our knowledge, that the financial statements and other financial information included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in this report. We are committed to both a sound internal control environment and to good corporate governance.
From time to time, we review the disclosure controls and procedures and may periodically make changes to enhance their effectiveness and to confirm that our systems evolve with our business.
Management's Annual Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) or Rule 15d-15(f). Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based upon the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with policies or procedures may deteriorate. Our system of internal control over financial reporting is designed to provide reasonable assurance to management and the Board of Directors regarding the reliability of financial records used in preparation of our published financial statements. As all internal control systems have inherent limitations, even systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our internal control over financial reporting was effective at December 31, 2024.
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Additionally, Deloitte & Touche LLP, an independent registered public accounting firm, has audited the financial statements included in this Annual Report on Form 10-K and has issued an attestation report on our internal control over financial reporting. This report is included in Item 15 of this Annual Report on Form 10-K.
Changes in Internal Controls. There were no changes in our internal control over financial reporting that occurred during the three months ended December 31, 2024 that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B.OTHER INFORMATION
Trading Arrangements
None of the directors or "officers" of ANSYS, Inc. (as defined in Rule 16a-1(f) promulgated under the Exchange Act of 1934) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the fiscal quarter ended December 31, 2024.

Sixth Amended and Restated By-Laws
On February 13, 2025, our Board of Directors approved the adoption of the Company’s Sixth Amended and Restated By-Laws (the Sixth Amended and Restated By-Laws), effective February 13, 2025, to create a new stockholder right to call a special meeting of stockholders. The Sixth Amended and Restated By-Laws provide that a special meeting of stockholders will be called by the Board of Directors upon a written request from holders of record of shares of voting stock representing in the aggregate at least 20% of our outstanding voting stock held continuously for a period of at least one year prior to the date such request is delivered to the Company’s Secretary, subject to certain requirements and limitations set forth in the Sixth Amended and Restated By-Laws. The Sixth Amended and Restated By-Laws also include certain other ministerial clarifications and conforming changes.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Sixth Amended and Restated By-Laws, a copy of which is filed as Exhibit 3.2 to this Annual Report on Form 10-K and is incorporated herein by reference.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We have an insider trading policy governing the purchase, sale and other dispositions of our securities that applies to all company personnel, including directors, officers, employees and other covered persons. We also have procedures in place to govern share repurchases. We believe that our insider trading policy and repurchase procedures are reasonably designed to promote compliance with insider trading laws, rules and regulations and listing standards applicable to us. A copy of our insider trading policy is filed as Exhibit 19.1 to this Form 10-K.
We have a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer and principal accounting officer, and all of our directors and employees. Our Code of Business Conduct and Ethics is posted under the Governance tab of the Investor Relations section of our website at https://investors.ansys.com. We post any amendments to, or waiver of, our Code of Business Conduct and Ethics that apply to our principal executive officer, principal financial officer and principal accounting officer on our website.
The remaining information required by this Item is incorporated by reference to our 2025 Proxy Statement and is set forth under "Corporate Governance at Ansys," "Director Nominees," "Continuing Directors Following the 2025 Annual Meeting" and "Our Executive Officers" therein.

ITEM 11.EXECUTIVE COMPENSATION
The information required by this Item is incorporated by reference to our 2025 Proxy Statement and is set forth under "Compensation Discussion and Analysis," "Compensation Policies and Practices Related to Risk Management," "Fiscal 2024 Compensation Tables," "2024 CEO Pay Ratio," "Compensation Committee Report," "Corporate Governance at Ansys--Compensation Committee Interlocks and Insider Participation," "Non-Employee Director Compensation" and "Director Compensation Table Fiscal Year 2024" therein.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by this Item is incorporated by reference to our 2025 Proxy Statement and is set forth under "Equity Compensation Plans" and "Ownership of Our Common Stock" therein.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this Item is incorporated by reference to our 2025 Proxy Statement and is set forth under "Corporate Governance at Ansys--Director Independence" and "Corporate Governance at Ansys--Related-Party Transactions" therein.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this Item is incorporated by reference to our 2025 Proxy Statement and is set forth under "Independent Registered Accounting Firm Services and Fees" therein.
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PART IV
ITEM 15.EXHIBIT AND FINANCIAL STATEMENT SCHEDULES
(a)Documents Filed as Part of this Annual Report on Form 10-K:
i.Financial Statements: The following consolidated financial statements and reports are filed as part of this report:
-
-
-
-
-
-
-
ii.Financial Statement Schedules: Schedules have been omitted because they are not applicable, are not required or the information required to be set forth therein is included in the consolidated financial statements or notes thereto.
iii.Exhibits: The exhibits listed in the accompanying Exhibit Index are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.
(b)Exhibits:
We hereby file as part of this Annual Report on Form 10-K the exhibits listed in the Exhibit Index of this Annual Report on Form 10-K.
(c)Financial Statement Schedules:
None.


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of ANSYS, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of ANSYS, Inc. and subsidiaries (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2025, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current‐period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue—Time-Based Subscription Lease Licenses—Refer to Notes 2 and 3 to the financial statements

Critical Audit Matter Description

The Company sells time‐based subscription lease license contracts with customers that are sold as a bundled arrangement that include the rights to a term software license as well as post‐contract support (PCS). Revenue is recognized up front at the commencement of the lease for the term software license and recognized ratably over the term of the contract for the PCS in the arrangement. Utilizing observable inputs, the Company determined that 50% of the estimated standalone selling price of the subscription lease license is attributable to the term license, while 50% is attributable to PCS. This determination involved judgment, particularly as it relates to the value relationship between the Company’s PCS to subscription lease licenses, the value relationship between PCS and the Company’s perpetual licenses and its linkage to the shortened term of a subscription lease license, the average economic life of the Company’s software, renewal rates of its customers, and the price of the bundled arrangement in relation to the perpetual licensing approach.

Given the judgments necessary to determine the allocation between the term software license and PCS, auditing this estimate involved a high degree of auditor judgment.

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How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to management’s estimate of the allocation between the term software license and PCS in a subscription lease license included the following, among others:

We tested the effectiveness of controls over subscription lease license revenue, including those over the determination of the estimated standalone selling price of the Company’s licenses and services, as well as the allocation of this standalone selling price within the arrangement.

We evaluated the pricing relationship between PCS and perpetual licenses on the net licensing fee of the arrangement, as well as the Company’s renewal rate of PCS sales on perpetual licenses through those arrangements selected for testing that contained both elements as a consideration point of the value relationship between the term software license and PCS when a customer purchases a bundled subscription lease license.

We evaluated the estimated economic life of the Company’s software through observable data points.

Through our current and historical audit procedures, we confirmed that the term software license portion and PCS portion of an arrangement are not sold separately from one another.

We selected a sample of arrangements and performed the following:

Compared the list price of the subscription lease license to the consideration received from the customer and recalculated the discount from list price for each arrangement.

Evaluated whether management appropriately calculated the estimated standalone selling price for the subscription lease license.

Tested management’s identification of distinct performance obligations.

Tested the mathematical accuracy of revenue recognized at a point in time or over time based upon the identification of subscription lease licenses within the arrangement.



/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
February 19, 2025

We have served as the Company's auditor since 2002.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of ANSYS, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of ANSYS, Inc. and subsidiaries (the “Company”) as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 19, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP
Pittsburgh, Pennsylvania
February 19, 2025


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ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31,
(in thousands, except share and per share data)20242023
ASSETS
Current assets:
Cash and cash equivalents$1,446,743 $860,201 
Short-term investments50,774 189 
Accounts receivable, less allowance for doubtful accounts of $16,500 and $20,700, respectively
1,022,850 864,526 
Other receivables and current assets311,126 324,651 
Total current assets2,831,493 2,049,567 
Long-term assets:
Property and equipment, net89,646 77,780 
Operating lease right-of-use assets105,122 116,980 
Goodwill3,778,128 3,805,874 
Other intangible assets, net716,244 835,417 
Other long-term assets308,333 273,030 
Deferred income taxes222,465 164,227 
Total long-term assets5,219,938 5,273,308 
Total assets$8,051,431 $7,322,875 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable$27,062 $22,772 
Accrued bonuses and commissions189,521 170,909 
Accrued income taxes15,105 22,454 
Other accrued expenses and liabilities204,969 215,645 
Deferred revenue504,527 457,514 
Total current liabilities941,184 889,294 
Long-term liabilities:
Deferred income taxes55,863 75,301 
Long-term operating lease liabilities86,936 100,505 
Long-term debt754,208 753,891 
Other long-term liabilities126,800 113,520 
Total long-term liabilities1,023,807 1,043,217 
Commitments and contingencies
Stockholders' equity:
Preferred stock, $0.01 par value; 2,000,000 shares authorized; zero shares issued or outstanding
  
Common stock, $0.01 par value; 300,000,000 shares authorized; 95,267,307 shares issued
953 953 
Additional paid-in capital1,790,688 1,670,450 
Retained earnings5,859,034 5,283,342 
Treasury stock, at cost: 7,731,667 and 8,361,447 shares, respectively
(1,416,655)(1,474,110)
Accumulated other comprehensive loss(147,580)(90,271)
Total stockholders' equity6,086,440 5,390,364 
Total liabilities and stockholders' equity$8,051,431 $7,322,875 

The accompanying notes are an integral part of the consolidated financial statements.
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ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
 Year Ended December 31,
(in thousands, except per share data)202420232022
Revenue:
Software licenses$1,263,916 $1,088,748 $988,978 
Maintenance and service1,280,893 1,181,201 1,076,575 
Total revenue2,544,809 2,269,949 2,065,553 
Cost of sales:
Software licenses45,367 40,004 33,081 
Amortization88,560 80,990 69,372 
Maintenance and service145,892 150,304 148,188 
Total cost of sales279,819 271,298 250,641 
Gross profit2,264,990 1,998,651 1,814,912 
Operating expenses:
Selling, general and administrative995,340 855,135 772,871 
Research and development528,014 494,869 433,661 
Amortization23,748 22,512 15,722 
Total operating expenses1,547,102 1,372,516 1,222,254 
Operating income717,888 626,135 592,658 
Interest income51,131 19,588 5,717 
Interest expense(47,849)(47,145)(22,726)
Other expense, net(3,132)(6,440)(334)
Income before income tax provision718,038 592,138 575,315 
Income tax provision142,346 91,726 51,605 
Net income$575,692 $500,412 $523,710 
Earnings per share – basic:
Earnings per share$6.59 $5.76 $6.02 
Weighted average shares87,313 86,833 87,051 
Earnings per share – diluted:
Earnings per share$6.55 $5.73 $5.99 
Weighted average shares87,895 87,386 87,490 

The accompanying notes are an integral part of the consolidated financial statements.
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ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
 Year Ended December 31,
(in thousands)202420232022
Net income$575,692 $500,412 $523,710 
Other comprehensive (loss) income:
Foreign currency translation adjustments(57,298)32,451 (66,610)
       Unrealized losses on available-for-sale securities, net of tax(11)  
Comprehensive income$518,383 $532,863 $457,100 

The accompanying notes are an integral part of the consolidated financial statements.
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ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Year Ended December 31,
(in thousands)202420232022
Cash flows from operating activities:
Net income$575,692 $500,412 $523,710 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization142,672 132,504 114,563 
Operating lease right-of-use assets expense22,620 23,514 22,721 
Deferred income tax benefit(80,403)(91,306)(130,716)
Provision for bad debts2,598 2,704 6,222 
Stock-based compensation expense270,900 221,891 168,128 
Other1,242 1,238 4,680 
Changes in operating assets and liabilities:
Accounts receivable(231,900)(102,516)(114,986)
Other receivables and current assets4,910 (30,204)30,259 
Other long-term assets6,841 (8,563)(3,613)
Accounts payable, accrued expenses and current liabilities23,620 27,853 (8,250)
Accrued income taxes(6,917)13,731 99 
Deferred revenue62,005 34,507 33,003 
Other long-term liabilities1,860 (8,643)(14,817)
Net cash provided by operating activities795,740 717,122 631,003 
Cash flows from investing activities:
Acquisitions, net of cash acquired(1,586)(208,911)(386,264)
Capital expenditures(44,045)(25,318)(24,370)
Purchases of short-term investments(53,415)(172)(230)
Other investing activities(516)(5,641)(504)
Net cash used in investing activities(99,562)(240,042)(411,368)
Cash flows from financing activities:
Purchase of treasury stock (196,494)(205,571)
Restricted stock withholding taxes paid in lieu of issued shares(106,097)(63,645)(64,242)
Proceeds from shares issued for stock-based compensation10,475 30,114 25,595 
Other financing activities(2,922)(1,294)(1,290)
Net cash used in financing activities(98,544)(231,319)(245,508)
Effect of exchange rate fluctuations on cash and cash equivalents(11,092)49 (27,403)
Net increase (decrease) in cash and cash equivalents586,542 245,810 (53,276)
Cash and cash equivalents, beginning of period860,201 614,391 667,667 
Cash and cash equivalents, end of period$1,446,743 $860,201 $614,391 
Supplemental disclosures of cash flow information:
Income taxes paid$184,415 $144,117 $115,339 
Interest paid$47,081 $46,069 $20,844 
Non-cash and unpaid consideration in connection with acquisitions$ $5,056 $5,391 

The accompanying notes are an integral part of the consolidated financial statements.
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ANSYS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
 Common StockAdditional
Paid-In
Capital
Retained
Earnings
Treasury StockAccumulated
Other
Comprehensive (Loss)/Income
Total
Stockholders'
Equity
(in thousands)SharesAmountSharesAmount
Balance, January 1, 202295,267$953 $1,465,694 $4,259,220 8,188 $(1,185,707)$(56,112)$4,484,048 
Acquisition of Analytical Graphics Inc.511 (3)300 811 
Treasury shares acquired725 (205,571)(205,571)
Stock-based compensation activity74,112 (593)55,351 129,463 
Other comprehensive loss(66,610)(66,610)
Net income for the year523,710 523,710 
Balance, December 31, 202295,267953 1,540,317 4,782,930 8,317 (1,335,627)(122,722)4,865,851 
Treasury shares acquired, including excise tax650 (196,609)(196,609)
Stock-based compensation activity130,133 (606)58,126 188,259 
Other comprehensive income32,451 32,451 
Net income for the year500,412 500,412 
Balance, December 31, 202395,267953 1,670,450 5,283,342 8,361 (1,474,110)(90,271)5,390,364 
Acquisition activity of previously acquired businesses1,818 (8)719 2,537 
Stock-based compensation activity118,420 (621)56,736 175,156 
Other comprehensive loss, net of tax effects(57,309)(57,309)
Net income for the year575,692 575,692 
Balance, December 31, 202495,267$953 $1,790,688 $5,859,034 7,732 $(1,416,655)$(147,580)$6,086,440 

The accompanying notes are an integral part of the consolidated financial statements.
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ANSYS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2024
1.Organization
We develop and globally market engineering simulation software and services widely used by engineers, designers, researchers and students across a broad spectrum of industries and academia, including high-tech, aerospace and defense, automotive, energy, industrial equipment, materials and chemicals, consumer products, healthcare and construction.
As defined by the accounting guidance for segment reporting, we operate as one segment.
Given the integrated approach to the multi-discipline problem-solving needs of our customers, a single sale of software may contain components from multiple product areas and include combined technologies. We also have a multi-year product and integration strategy that will result in new, combined products or changes to the historical product offerings. As a result, it is impracticable for us to provide accurate historical or current reporting among our various product lines.
Pending Acquisition
On January 15, 2024, we entered into the Merger Agreement with Synopsys and Merger Sub, under which Synopsys will acquire Ansys. The transaction is anticipated to close in the first half of 2025, subject to the receipt of required regulatory approvals and other customary closing conditions. As part of our efforts to obtain regulatory approval for the merger, we have entered into a definitive agreement with Keysight Technologies, Inc. for the sale of our PowerArtist RTL business. The transaction is subject to customary closing conditions, including review by regulatory authorities, and the closing of Synopsys' proposed acquisition of Ansys. As such, the assets and liabilities of the PowerArtist RTL business have not been classified as assets held for sale in the consolidated balance sheets. The PowerArtist RTL business has not materially contributed to our financial results.

2.Accounting Policies
Accounting Principles
The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States. Certain items in the consolidated statement of cash flows and notes to the consolidated financial statements of prior years have been conformed to the current year's presentation. These presentation changes had no effect on reported net income, comprehensive income, cash flows, total assets or total liabilities and stockholders' equity.
Principles of Consolidation
The accompanying consolidated financial statements include our accounts and those of our wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Recently Adopted Accounting Guidance
Segment reporting: In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07). ASU 2023-07 requires enhanced disclosures related to segment information, including for entities with one reportable segment. It does not change the determination of reportable segments. The enhanced disclosures in accordance with the new guidance are required to be reported in the annual period beginning after December 15, 2023. The standard only impacts footnote disclosures. We have adopted the reporting requirements in the report herein. See Note 21, "Segment Disclosure."
Accounting Guidance Issued and Not Yet Adopted
Income tax disclosures: In December 2023, the Financial Accounting Standards Board (FASB) issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09). ASU 2023-09 requires disclosure of greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. The standard is effective for annual periods beginning after December 15, 2024. Early adoption is permitted. The standard only impacts footnote disclosures.
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Expense disaggregation disclosures: In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Topic 220): Disaggregation of Income Statement Expenses (ASU 2024-03). ASU 2024-03 requires disclosure of disaggregation of expense captions. It also includes certain other disclosure requirements to improve the reporting of expense information. The standard is effective for annual periods beginning after December 15, 2026. Early adoption is permitted. The standard only impacts footnote disclosures.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the amounts of revenue and expenses during the reported periods. Significant estimates included in or impacting these consolidated financial statements include:
Contract revenue
Standalone selling prices of our products and services
Allowance for doubtful accounts receivable
Valuation of goodwill and other intangible assets
Useful lives for depreciation and amortization
Operating lease assets and liabilities
Fair values of stock awards
Income taxes
Uncertain tax positions
Tax valuation reserves
Contingencies and litigation
Actual results could differ from these estimates. Changes in estimates are recorded in the results of operations in the period that the changes occur.
Revenue Recognition
Our revenue is derived principally from the licensing of computer software products and from related maintenance contracts. We enter into contracts that include combinations of products, maintenance and services, which are accounted for as separate performance obligations with differing revenue recognition patterns.
Revenue from perpetual licenses is classified as software license revenue. Software license revenue is recognized up front upon delivery of the licensed product and/or the utility that enables the customer to access authorization keys, provided that an enforceable contract has been received. Typically, our perpetual licenses are sold with post-contract support (PCS), which includes unspecified technical enhancements and customer support. We allocate value in bundled perpetual and PCS arrangements based on the standalone selling prices of the perpetual license and PCS. Revenue from PCS is classified as maintenance revenue and is recognized ratably over the term of the contract, as we satisfy the PCS performance obligation.
In addition to perpetual licenses, we sell time-based subscription lease licenses. Subscription lease licenses are sold only as a bundled arrangement that includes the rights to a term software license and PCS. Utilizing observable inputs, we determined that 50% of the estimated standalone selling price of the subscription lease license is attributable to the term license and 50% is attributable to the PCS. This determination considered the value relationship for our products between PCS and time-based subscription lease licenses, the value relationship between PCS and perpetual licenses, the average economic life of our products, software renewal rates and the price of the bundled arrangement in relation to the perpetual licensing approach. Consistent with the perpetual sales, the license component is classified as software license revenue and recognized as revenue up front at the commencement of the lease upon delivery of the licensed product and/or utility that enables the customer to access authorization keys. The PCS is classified as maintenance revenue and is recognized ratably over the term of the contract, as we satisfy the PCS performance obligation.
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Revenue from training, consulting and other services is recognized as the services are performed. For contracts in which the service consists of a single performance obligation, such as providing a training class to a customer, we recognize revenue upon completion of the performance obligation. For service contracts that are longer in duration and often include multiple performance obligations (for example, both training and consulting), we measure the progress toward completion of the obligations and recognize revenue accordingly. In measuring progress towards the completion of performance obligations, we typically utilize output-based estimates for services with contractual billing arrangements that are not based on time and materials, and estimate output based on the total tasks completed as compared to the total tasks required for each work contract. Input-based estimates are utilized for services that involve general consultations with contractual billing arrangements based on time and materials, utilizing direct labor as the input measure.
We also execute arrangements through independent channel partners in which the channel partners are authorized to market and distribute our software products to end users of our products and services. In sales facilitated by channel partners, the channel partner is the principal to the transaction with the end user. We recognize revenue from transactions with channel partners in a manner consistent with the direct sales described above for both perpetual and time-based licenses. Revenue from channel partner transactions is the amount remitted to us by the channel partners. This amount includes a fee for PCS that is compensation for providing technical enhancements and the second level of technical support to the end user, which is recognized over the period that PCS is to be provided.
Non-income related taxes collected from customers and remitted to governmental authorities are recorded on the consolidated balance sheet as accounts receivable and accrued expenses. The collection and payment of these amounts are reported on a net basis in the consolidated statements of income and do not impact reported revenues or expenses.
We do not offer right of return. We warrant to our customers that our software will perform substantially as specified in our current user manuals. We have not experienced significant claims related to software warranties beyond the scope of maintenance support, which we are already obligated to provide. The warranty is not sold, and cannot be purchased, separately.
The warranty does not provide any type of additional service to the customer or performance obligation for us.
Our agreements with our customers generally require us to indemnify the customer against claims that our software infringes third-party patent, copyright, trademark or other proprietary rights. Such indemnification obligations are generally limited in a variety of industry-standard respects, including our right to replace an infringing product.
Significant Judgments
Our contracts with customers typically include promises to transfer licenses and services to a customer. Judgment is required to determine if the promises are separate performance obligations, and if so, to allocate the transaction price to each performance obligation. We use the estimated standalone selling price method to allocate the transaction price for each performance obligation. The estimated standalone selling price is determined using all information reasonably available to us, including market conditions and other observable inputs. The corresponding revenues are recognized as the related performance obligations are satisfied.
We apply a practical expedient to expense sales commissions as incurred when the amortization period would have been one year or less. Sales commissions associated with the initial year of multi-year contracts are expensed as incurred due to their immateriality. Sales commissions associated with multi-year contracts beyond the initial year are subject to an employee service requirement and are expensed as incurred as they are not considered incremental costs to obtain a contract.
We are required to adjust promised amounts of consideration for the effects of the time value of money if the timing of the payments provides the customer or us with a significant financing benefit. We consider various factors in assessing whether a financing component exists, including the duration of the contract, market interest rates and the timing of payments. Our contracts do not include a significant financing component requiring adjustment to the transaction price.
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Cash, Cash Equivalents and Short-Term Investments
Cash and cash equivalents consist primarily of highly liquid investments such as deposits held at major banks and money market funds. Cash equivalents are carried at cost, which approximates fair value. Our money market fund balances were held in various funds of a single issuer at December 31, 2024.
Short-term investments consist of available-for-sale debt securities with remaining maturities greater than three months at the date of purchase and time deposits. Investments in debt securities with remaining maturities greater than three months at the date of purchase are designated as short-term available-for-sale securities, as we may convert these investments into cash at any time, including to fund general operations. We invest in debt securities that have an effective maturity term of less than three years. The debt securities are carried at fair value, with unrealized gains and losses included in the consolidated balance sheets as a component of accumulated other comprehensive (loss) income. For available-for-sale debt securities in an unrealized loss position, we evaluate whether a current expected credit loss exists based on available information relevant to the credit rating of the security, current economic conditions and reasonable and supportable forecasts. The allowance for any credit loss will be recorded in other expense, net, on the condensed consolidated statements of income, not to exceed the amount of the unrealized loss. Any excess unrealized loss other than the credit loss is generally recognized in accumulated other comprehensive loss. The cost of securities sold is based on the specific identification method and realized gains and losses are included in other expense, net. To date, we have not recorded any credit loss or realized gains or losses.
Property and Equipment
Property and equipment is stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the various classes of assets, which range from one year to forty years. Repairs and maintenance are charged to expense as incurred. Gains or losses from the sale or retirement of property and equipment are included in operating income.
Research and Development
Research and development costs are expensed as incurred. Internally developed software costs required to be capitalized as defined by the accounting guidance are not material to our consolidated financial statements.
Business Combinations
When we consummate an acquisition, the assets acquired and the liabilities assumed are recognized separately from goodwill at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of the fair value of consideration transferred over the acquisition date fair value of the net identifiable assets acquired. While best estimates and assumptions are used to accurately value assets acquired and liabilities assumed at the acquisition date as well as contingent consideration, where applicable, our estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill as we obtain new information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date.
Goodwill and Other Intangible Assets
Goodwill represents the excess of the fair value of consideration transferred over the fair value of net identifiable assets acquired. Other intangible assets consist of acquired software and technology, customer lists and trade names. Intangible assets that are not considered to have an indefinite useful life are amortized over their useful lives, which range from two years to seventeen years. Amortization expense for intangible assets was $112.3 million, $103.5 million and $85.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
We test goodwill and indefinite-lived intangible assets for impairment at least annually by performing a quantitative assessment of whether the fair value of each reporting unit or asset exceeds its carrying amount. We have one reporting unit. Goodwill is tested at this reporting unit level and indefinite-lived intangible assets are tested at the individual asset level. This requires us to assess and make judgments regarding a variety of factors which impact the fair value of the reporting unit or asset being tested, including business plans, anticipated future cash flows, economic projections and other market data.
During the first quarter of 2024, we completed the annual impairment test for goodwill and the indefinite-lived intangible asset and determined that these assets had not been impaired as of the test date, January 1, 2024. No other events or circumstances changed during the year ended December 31, 2024 that would indicate that the fair values of our reporting unit and indefinite-lived intangible asset are below their carrying amounts.
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Concentrations of Credit Risk
We have a concentration of credit risk with respect to revenue and trade receivables due to the use of channel partners to market and sell our products. We perform periodic credit evaluations of our customers' financial condition and generally do not require collateral. The following table outlines concentrations of risk with respect to our revenue:
 Year Ended December 31,
(as a % of revenue)202420232022
Revenue from channel partners25 %26 %24 %

No single customer or channel partner accounted for more than 5% of our revenue in 2024, 2023 or 2022.
In addition to the concentration of credit risk with respect to trade receivables, our cash, cash equivalents and short-term investments are also exposed to concentration risk. Our cash and cash equivalent accounts are insured through various public and private bank deposit insurance programs, foreign and domestic; however, a significant portion of our funds are not insured. The following table outlines concentrations of risk with respect to our cash, cash equivalents and short-term investments:
 As of December 31,
(in thousands)20242023
Cash, cash equivalents and short-term investments held domestically$1,052,003 $529,092 
Cash, cash equivalents and short-term investments held by foreign subsidiaries445,514 331,298 
Cash and cash equivalents held in excess of deposit insurance, foreign and domestic1,434,694 846,723 
Largest balance of cash and cash equivalents held with one financial institution, foreign and domestic720,577 359,362 

Allowance for Doubtful Accounts
ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments requires us to use the current expected credit loss methodology to make judgments as to our ability to collect outstanding receivables and provide allowances for a portion of receivables over the lifetime of the receivables. Provisions are made based upon a specific review of all significant outstanding invoices from both value and delinquency perspectives. For those invoices not specifically reviewed, provisions are estimated at differing rates based upon the age of the receivable. In determining these percentages, we consider our historical loss experience, current economic trends and future conditions.
The changes in the allowance for doubtful accounts during the years ended December 31, 2024, 2023 and 2022 were as follows:
(in thousands)202420232022
Beginning balance – January 1$20,700 $18,300 $14,600 
Additions: Charges to expense2,598 $2,704 6,222 
Deductions: Write-offs(6,798)(304)(2,522)
Ending balance – December 31$16,500 $20,700 $18,300 
Income Taxes
We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period of the enactment date.
We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such determination, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and recent financial operations. In the event we determine that we will be able to realize deferred tax assets for which a valuation allowance was used to reduce their carrying value, the adjustment to the valuation allowance will be recorded as a reduction to the provision for income taxes.
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Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more-likely-than-not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the statute of limitations has expired or the appropriate taxing authority has completed its examination even though the statute of limitations remains open.
We recognize interest and penalties related to income taxes within the income tax expense line in the consolidated statements of income. Accrued interest and penalties are included within the related tax liability line in the consolidated balance sheets.
Foreign Currencies
Certain of our sales and intercompany transactions are denominated in foreign currencies. These transactions are converted to the functional currency in the period in which they occur. Assets and liabilities denominated in a currency other than our functional currency or our subsidiaries' functional currencies are translated at the effective exchange rate on the balance sheet date. Gains and losses resulting from foreign exchange transactions are included in other expense, net. We recorded net foreign exchange losses of $3.1 million and $4.0 million for the years ended December 31, 2024 and 2023, respectively, and net foreign exchange gains of $1.6 million for the year ended December 31, 2022.
The financial statements of our foreign subsidiaries are translated from the functional currency to U.S. Dollars. Assets and liabilities are translated at the exchange rates on the balance sheet date. Results of operations are translated at average exchange rates, which approximate rates in effect when the underlying transactions occurred.
Accumulated Other Comprehensive Loss
Accumulated other comprehensive loss is composed of foreign currency translation adjustments and unrealized losses on available-for-sale securities, net of tax effects.
Earnings Per Share
Basic earnings per share (EPS) amounts are computed by dividing earnings by the weighted average number of common shares outstanding during the period. Diluted EPS amounts assume the issuance of common stock for all potentially dilutive equivalents outstanding. To the extent stock awards are anti-dilutive, they are excluded from the calculation of diluted EPS.
The details of basic and diluted EPS are as follows:
  
Year Ended December 31,
(in thousands, except per share data)202420232022
Net income$575,692 $500,412 $523,710 
Weighted average shares outstanding – basic87,313 86,833 87,051 
Dilutive effect of stock plans582 553 439 
Weighted average shares outstanding – diluted87,895 87,386 87,490 
Basic earnings per share$6.59 $5.76 $6.02 
Diluted earnings per share$6.55 $5.73 $5.99 
Anti-dilutive shares43 218 300 

Stock-Based Compensation
We account for stock-based compensation in accordance with share-based payment accounting guidance. The guidance requires an entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The cost is recognized over the period during which an employee is required to provide services in exchange for the award, typically the vesting period.
Fair Value of Financial Instruments
We account for certain assets and liabilities at fair value in accordance with the accounting guidance applicable to fair value measurements and disclosures. The carrying values of cash, cash equivalents, accounts receivable, accounts payable, accrued expenses, other accrued liabilities, fixed forward contracts and short-term obligations are deemed to be reasonable estimates of their fair values because of their short-term nature. Our term loan is a variable rate debt obligation and, therefore, the carrying amount approximates the fair value.

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3.Revenue from Contracts with Customers
Disaggregation of Revenue
The following table summarizes revenue:
Year Ended December 31,
(in thousands, except percentages)202420232022
Revenue:
Subscription lease licenses$948,831 $786,050 $687,665 
Perpetual licenses315,085 302,698 301,313 
Software licenses1,263,916 1,088,748 988,978 
Maintenance1,209,217 1,103,523 1,004,245 
Service71,676 77,678 72,330 
Maintenance and service1,280,893 1,181,201 1,076,575 
Total revenue$2,544,809 $2,269,949 $2,065,553 
Direct revenue, as a percentage of total revenue75.2 %73.9 %76.1 %
Indirect revenue, as a percentage of total revenue24.8 %26.1 %23.9 %

Our software licenses revenue is recognized up front, while maintenance and service revenue is recognized over the term of the contract.
Deferred Revenue
Deferred revenue consists of billings made or payments received in advance of revenue recognition from customer agreements. The timing of revenue recognition may differ from the timing of billings to customers. Payment terms vary by the type and location of customer and the products or services offered. The time between invoicing and when payment is due is not significant.
The changes in deferred revenue, inclusive of both current and long-term deferred revenue, during the years ended December 31, 2024 and 2023 were as follows:
(in thousands)20242023
Beginning balance – January 1$479,754 $435,758 
Acquired deferred revenue 8,030 
Deferral of revenue2,617,131 2,305,294 
Recognition of deferred revenue(2,544,809)(2,269,949)
Currency translation(15,771)621 
Ending balance – December 31$536,305 $479,754 

Total revenue allocated to remaining performance obligations as of December 31, 2024 will be recognized as revenue as follows:
(in thousands) 
Next 12 months$1,029,144 
Months 13-24419,744 
Months 25-36206,327 
Thereafter63,052 
Total revenue allocated to remaining performance obligations$1,718,267 

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Revenue allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes both deferred revenue and backlog. Our backlog represents deferred revenue associated with installment billings for periods beyond the current quarterly billing cycle and committed contracts with start dates beyond the end of the current period. Revenue recognized during the years ended December 31, 2024 and 2023 included amounts in deferred revenue and backlog at the beginning of the period of $897.4 million, of which $457.5 million was in deferred revenue, and $846.3 million, of which $414.0 million was in deferred revenue, respectively.

4.Acquisitions
During the year ended December 31, 2024, we incurred acquisition-related expenses of $52.8 million, primarily consisting of costs related to the Merger Agreement with Synopsys. Acquisition-related expenses are recognized as selling, general and administrative and research and development expenses on the consolidated statements of income.
On December 5, 2023, we entered into an agreement to make a strategic equity investment in Humanetics in the amount of $300.0 million, subject to receipt of regulatory approvals among other customary closing conditions. As a result of our interactions with regulators, the parties mutually agreed to terminate the investment agreement in July 2024.
2023 Acquisitions
On January 3, 2023, we completed the acquisition of DYNAmore for a purchase price of $140.8 million, or $128.0 million net of cash acquired. The acquisition expands our position as a simulation solution provider within the automotive industry. The effects of the acquisition were not material to our consolidated results of operations.
Additionally, during the year ended December 31, 2023, we completed other acquisitions to expand our solution offerings and enhance our customers' experience. These acquisitions were not significant, individually or in the aggregate. The combined purchase price of these acquisitions during the year ended December 31, 2023 was approximately $94.4 million, or $88.3 million net of cash acquired.
During the year ended December 31, 2023, we incurred acquisition-related expenses of $9.4 million. Acquisition-related expenses are recognized as selling, general and administrative and research and development expenses on the consolidated statements of income.
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The assets acquired and liabilities assumed in connection with the acquisitions have been recorded based upon management's estimates of their fair market values as of each respective date of acquisition. The following tables summarize the fair value of consideration and the fair values of identified assets acquired and liabilities assumed at each respective date of acquisition:
Fair Value of Consideration:
(in thousands)
Cash$230,106 
Non-cash consideration5,056 
Total consideration$235,162 
Recognized Amounts of Identifiable Assets Acquired and Liabilities Assumed:
(in thousands)
Cash$18,870 
Accounts receivable and other tangible assets19,294 
Developed software and core technologies 28,110 
Customer lists 83,790 
Trade names 2,910 
Accounts payable and other liabilities(8,845)
Deferred revenue(8,030)
Net deferred tax liabilities(31,980)
Total identifiable net assets$104,119 
Goodwill$131,043 
The goodwill, which is generally not tax-deductible, is attributed to intangible assets that do not qualify for separate recognition, including the assembled workforces of the acquired businesses and the synergies expected to arise as a result of the acquisitions.
We determined the fair value of our intangible assets using various valuation techniques, including the relief-from-royalty method and the multi-period excess earnings method. These models utilize certain unobservable inputs classified as Level 3 measurements as defined by ASC 820, Fair Value Measurements and Disclosures. The determination of fair value requires considerable judgment and is sensitive to changes in underlying assumptions, estimates and market factors. Estimating fair value requires us to make assumptions and estimates regarding our future plans, as well as industry and economic conditions. These assumptions and estimates include, but are not limited to: selection of a valuation methodology, royalty rate, discount rate, attrition rate and obsolescence rate.
The weighted-average useful life, valuation method and assumptions used to determine the fair value of the intangible assets related to the 2023 acquisitions are as follows:
Intangible AssetWeighted-Average Useful LifeValuation MethodAssumptions
Developed software and core technologies5 yearsRelief-from-royalty or multi-period excess earnings
Royalty rate: 20.0%
Obsolescence rate: 15.0% - 20.0% Discount rate: 12.5% - 22.0%
Trade names5 yearsRelief-from-royalty
Royalty rate: 1.0% - 2.0%
Discount rate: 15.5% - 22.0%
Customer lists13 yearsMulti-period excess earnings
Attrition rate: 5.0%
Discount rate: 15.5% - 22.0%
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The operating results of each acquisition have been included in our consolidated financial statements since each respective date of acquisition. The effects of the business combinations were not material to our consolidated results of operations individually or in the aggregate during 2023.


5. Cash Equivalents and Short-Term Investments
During the year ended December 31, 2024, we invested in available-for-sale debt securities, which are included in short-term investments in the consolidated balance sheets. As of December 31, 2024, our cash equivalents and short-term investments were as follows:
(in thousands)Amortized CostGross Unrealized GainsGross Unrealized Losses Less Than 12 Continuous Months
Estimated Fair Value(1)
Cash equivalents:
Money market funds$410,515 $ $ $410,515 
Total cash equivalents410,515   410,515 
Short-term investments:
Corporate debt securities27,149 76 (20)27,205 
Municipal bonds18,402 39 (59)18,382 
U.S. agency bonds5,056  (51)5,005 
Other short-term investments182   182 
Total short-term investments50,789 115 (130)50,774 
Total cash equivalents and short-term investments$461,304 $115 $(130)$461,289 
(1) See Note 9, "Fair Value Measurement" for further discussion on fair values.
Of the $27.2 million of corporate debt securities, $5.3 million are in a loss position at December 31, 2024. Of the $18.4 million of municipal bonds, $6.0 million are in a loss position at December 31, 2024. Of the $5.0 million of U.S. agency bonds, $5.0 million are in a loss position at December 31, 2024.
The unrealized losses presented above are primarily attributable to changes in interest rates. We believe that we have the ability to realize the full value of these investments upon maturity.
The following table outlines maturities of our available-for-sale debt securities as of December 31, 2024:
(in thousands)Amortized CostFair Value
Less than 1 year$16,796 $16,822 
1-3 years33,811 33,770 
Total$50,607 $50,592 

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6. Other Receivables and Current Assets
Our other receivables and current assets comprise the following balances:
December 31,
(in thousands)20242023
Receivables related to unrecognized revenue$244,605 $253,646 
Income taxes receivable, including overpayments and refunds7,755 22,104 
Prepaid expenses and other current assets58,766 48,901 
Total other receivables and current assets$311,126 $324,651 

Receivables related to unrecognized revenue represent the current portion of billings made for customer contracts that have not yet been recognized as revenue.

7. Property and Equipment
Property and equipment consists of the following:
  December 31,
(in thousands)Estimated Useful Lives20242023
Equipment
1-15 years
$149,765 $136,112 
Computer software
1-5 years
34,461 29,210 
Buildings and improvements
2-40 years
41,880 39,728 
Leasehold improvements
1-17 years
29,862 29,587 
Furniture
1-10 years
15,693 15,921 
Land2,696 2,696 
Property and equipment, gross274,357 253,254 
Less: Accumulated depreciation(184,711)(175,474)
Property and equipment, net$89,646 $77,780 

Depreciation expense related to property and equipment was $30.9 million, $29.0 million and $29.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.

8. Goodwill and Intangible Assets
Goodwill represents the excess of the fair value of consideration over the fair value of net identifiable assets acquired. Identifiable intangible assets acquired in business combinations are recorded based on their fair values on the date of acquisition.
Intangible assets are classified as follows:
 December 31, 2024December 31, 2023
(in thousands)Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount
Accumulated
Amortization
Finite-lived intangible assets:
Developed software and core technologies
$1,142,840 $(635,450)$1,146,022 $(557,359)
Customer lists261,895 (91,769)289,874 (89,800)
Trade names189,017 (150,646)190,203 (143,880)
Total$1,593,752 $(877,865)$1,626,099 $(791,039)
Indefinite-lived intangible asset:
Trade name$357 $357 
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Finite-lived intangible assets are amortized over their estimated useful lives of two years to seventeen years.
As of December 31, 2024, estimated future amortization expense for the intangible assets reflected above is as follows:
(in thousands) 
2025$114,392 
2026115,188 
2027118,417 
2028112,188 
202998,453 
Thereafter157,249 
Total intangible assets subject to amortization, net715,887 
Indefinite-lived trade name357 
Other intangible assets, net$716,244 

The changes in goodwill during the years ended December 31, 2024 and 2023 were as follows:
(in thousands)20242023
Beginning balance - January 1$3,805,874 $3,658,267 
Acquisitions and adjustments(1)
868 122,635 
Currency translation(28,614)24,972 
Ending balance - December 31
$3,778,128 $3,805,874 
(1) In addition to goodwill from acquisitions completed within the period, in accordance with the accounting for business combinations, we recorded adjustments to goodwill for the effect of changes in the provisional fair values of the assets acquired and liabilities assumed during the measurement period (up to one year from the acquisition date) as we obtained new information about facts and circumstances that existed as of the acquisition date that, if known, would have affected the measurement of the amounts recognized as of that date. Such adjustments are not material to our consolidated financial statements.
During the first quarter of 2024, we completed the annual impairment test for goodwill and the indefinite-lived intangible asset and determined that these assets had not been impaired as of the test date, January 1, 2024. No other events or circumstances changed during the year ended December 31, 2024 that would indicate that the fair values of our reporting unit and indefinite-lived intangible asset are below their carrying amounts.

9. Fair Value Measurement
The valuation hierarchy for disclosure of assets and liabilities reported at fair value prioritizes the inputs for such valuations into three broad levels:
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 our own assumptions used to measure assets and liabilities at fair value.
A financial asset's or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
Our debt is classified within Level 2 of the fair value hierarchy because these borrowings are not actively traded and have a variable interest rate structure based upon market rates. The carrying amount of our debt approximates the estimated fair value. See Note 11, "Debt", for additional information on these borrowings.
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The following tables provide the assets carried at fair value and measured on a recurring basis:
  Fair Value Measurements at Reporting Date Using:
(in thousands)December 31,
2024
Quoted Prices in
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets
Cash equivalents:
Money market funds$410,515 $410,515 $ $ 
Short-term investments:
Corporate debt securities$27,205 $ $27,205 $ 
Municipal bonds$18,382 $ $18,382 $ 
U.S. agency bonds$5,005 $ $5,005 $ 
Other short-term investments$182 $ $182 $ 
Deferred compensation plan investments$2,459 $2,459 $ $ 
Equity securities$785 $785 $ $ 

 Fair Value Measurements at Reporting Date Using:
(in thousands)December 31, 2023Quoted Prices in
Active Markets
(Level 1)
Significant Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Assets (Liabilities)
Cash equivalents:
Money market funds$170,821 $170,821 $ $ 
Short-term investments:
Other short-term investments$189 $ $189 $ 
Deferred compensation plan investments$2,337 $2,337 $ $ 
Equity securities$634 $634 $ $ 
Forward contracts$(412)$ $(412)$ 

The cash equivalents in the preceding tables represent money market funds, valued at net asset value, with carrying values which approximate their fair values because of their short-term nature.
The short-term investments in the preceding tables represent available-for-sale securities and time deposits.
The deferred compensation plan investments in the preceding tables represent trading securities held in a rabbi trust for the benefit of non-employee directors. These securities consist of mutual funds traded in an active market with quoted prices. As a result, the plan assets are classified as Level 1 in the fair value hierarchy. The plan assets are recorded within other long-term assets on our consolidated balance sheets.
The equity securities represent our investment in a publicly traded company. These securities are traded in an active market with quoted prices. As a result, the securities are classified as Level 1 in the fair value hierarchy. The securities are recorded within other long-term assets on our consolidated balance sheets.
The forward contracts represent currency hedges to mitigate exchange rate exposure. These contracts are classified within Level 2 because these contracts are not actively traded and the valuation inputs are based on quoted prices and market observable data of similar instruments. The liabilities associated with the forward contracts are recorded at fair value in other accrued expenses and liabilities in the consolidated balance sheets.

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10. Leases
Our right-of-use (ROU) assets and lease liabilities primarily include operating leases for office space. Our executive offices and those related to certain domestic product development, marketing, production and administration are located in a 186,000 square foot office facility in Canonsburg, Pennsylvania. The term of the lease is 183 months, which began on October 1, 2014 and expires on December 31, 2029. The lease agreement includes an option to renew the contract through August 2044. No options are included in the lease liability. Absent the exercise of options in the lease, our remaining base rent (inclusive of property taxes and certain operating costs) is $4.7 million per annum for 2025 - 2029.
The components of our global lease cost reflected in the consolidated statements of income for the years ended December 31, 2024, 2023 and 2022 are as follows:
(in thousands)202420232022
Lease liability cost$28,385 $28,481 $27,543 
Variable lease cost not included in the lease liability(1)
5,524 5,749 4,436 
Total lease cost$33,909 $34,230 $31,979 
(1) Variable lease cost includes common area maintenance, property taxes, utilities and fluctuations in rent due to a change in an index or rate.
Other information related to operating leases for the years ended December 31, 2024, 2023 and 2022 is as follows:
(in thousands)202420232022
Cash paid for amounts included in the measurement of the lease liability:
     Operating cash flows from operating leases$(28,598)$(28,281)$(26,767)
Right-of-use assets obtained in exchange for new operating lease liabilities
$15,655 $12,913 $36,735 

As of December 31,
20242023
Weighted-average remaining lease term of operating leases5.8 years6.4 years
Weighted-average discount rate of operating leases
3.3 %3.4 %

The maturity schedule of the operating lease liabilities as of December 31, 2024 is as follows:
(in thousands) 
2025$27,781 
202623,395 
202719,317 
202817,644 
202912,592 
Thereafter21,824 
     Total future lease payments122,553 
Less: Present value adjustment
(11,130)
     Present value of future lease payments(1)

$111,423 
(1)Includes the current portion of operating lease liabilities of $24.5 million, which is reflected in other accrued expenses and liabilities in the consolidated balance sheets.
There were no material leases that have been signed but not yet commenced as of December 31, 2024.
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11. Debt
On June 30, 2022, we entered into a credit agreement (as amended, the 2022 Credit Agreement) with PNC Bank, National Association, as administrative agent, swing line lender, and an L/C issuer, the lenders party thereto, and the other L/C issuers party thereto. The 2022 Credit Agreement refinanced our previous credit agreements in their entirety. Terms used in this description of the 2022 Credit Agreement with initial capital letters that are not otherwise defined herein are as defined in the 2022 Credit Agreement.
The 2022 Credit Agreement provides for a $755.0 million unsecured term loan facility and a $500.0 million unsecured revolving loan facility, which includes a $50.0 million sublimit for the issuance of letters of credit. The revolving loan facility is available for working capital and general corporate purposes. Each of the term loan facility and the revolving loan facility matures on June 30, 2027.
Borrowings under the term loan and revolving loan facilities accrue interest at a rate that is based on the Term SOFR plus an applicable margin or at the base rate plus an applicable margin, at our election. The base rate is the highest of (i) the Overnight Bank Funding Rate, plus 0.500%, (ii) the PNC Bank, National Association prime rate, and (iii) Daily Simple SOFR plus an adjustment for SOFR plus 1.00%. The applicable margin for the borrowings is a percentage per annum based on the lower of (1) a pricing level determined by our then-current consolidated net leverage ratio and (2) a pricing level determined by our public debt rating (if available).
On September 29, 2023, the 2022 Credit Agreement was amended to provide for an interest rate adjustment (Sustainability Rate Adjustment) based upon the achievement of certain environmental, social and governance KPIs. The Sustainability Rate Adjustment range is +/- 0.05% and will be adjusted annually based on the KPIs of the preceding year.
The 2022 Credit Agreement also provides for the option to add certain foreign subsidiaries as borrowers and to borrow in Euros, Sterling, Yen and Swiss Francs under the revolving loan facility, up to a sublimit of $150.0 million. Borrowings under the revolving loan facility denominated in these currencies will accrue interest at a rate that is based on (a) for Euros, €STR, (b) for Sterling, SONIA, (c) for Yen, TONAR and (d) for Swiss Francs, SARON, plus an applicable margin calculated as described above.
Under the 2022 Credit Agreement, the weighted average interest rates in effect for the years ended December 31, 2024 and 2023 were 6.08% and 6.01%, respectively. The rate in effect as of December 31, 2024 and for the first quarter of 2025 under the 2022 Credit Agreement is 5.25%.
The 2022 Credit Agreement contains customary representations and warranties, affirmative and negative covenants and events of default. The 2022 Credit Agreement also contains a financial covenant requiring us and our subsidiaries to maintain a consolidated net leverage ratio not in excess of 3.50 to 1.00 as of the end of any fiscal quarter (for the four-quarter period ending on such date) with an opportunity for a temporary increase in such consolidated net leverage ratio to 4.00 to 1.00 upon the consummation of certain qualified acquisitions for which the aggregate consideration is at least $250.0 million.
As of December 31, 2024, we had $755.0 million of borrowings outstanding under the term loan, with a carrying value of $754.2 million, which is net of $0.8 million of unamortized debt discounts and issuance costs. The total amount was included in long-term debt. As of December 31, 2024, no borrowings were outstanding under the revolving loan facility.
As of December 31, 2023, we had $755.0 million of borrowings outstanding under the term loan, with a carrying value of $753.9 million, which is net of $1.1 million of unamortized debt discounts and issuance costs. The total amount was included in long-term debt. As of December 31, 2023, no borrowings were outstanding under the revolving loan facility.
We were in compliance with all covenants under the 2022 Credit Agreement as of December 31, 2024 and December 31, 2023, respectively.
As of December 31, 2024, all debt is scheduled to mature in 2027 with no principal payments required prior to the maturity date.


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12. Income Taxes
Income before income tax provision included the following components:
 Year Ended December 31,
(in thousands)202420232022
Domestic$544,979 $458,581 $504,797 
Foreign173,059 133,557 70,518 
Total$718,038 $592,138 $575,315 

The provision for income taxes was composed of the following:
 Year Ended December 31,
(in thousands)202420232022
Current:
Federal$144,537 $115,942 $103,007 
State20,265 11,759 11,286 
Foreign57,947 55,332 68,028 
Deferred:
Federal(78,139)(79,251)(94,398)
State(6,318)(8,145)(9,647)
Foreign4,054 (3,911)(26,671)
Total$142,346 $91,726 $51,605 

The reconciliation of the U.S. federal statutory tax rate to the consolidated effective tax rate was as follows:
 Year Ended December 31,
 202420232022
Federal statutory tax rate21.0 %21.0 %21.0 %
Nondeductible expenses3.5 2.1 2.3 
State income taxes, net of federal benefit1.5 0.6 0.9 
Foreign rate differential0.7 0.4  
Stock-based compensation0.3  (1.5)
U.S. federal tax (benefit) expense on foreign earnings0.1 (1.2)(2.4)
Benefit from tax planning and entity structuring activities (0.3)(2.5)
Research and development credits(3.0)(3.2)(3.2)
Foreign-derived intangible income deduction(4.2)(4.1)(5.7)
Other(0.1)0.2 0.1 
19.8 %15.5 %9.0 %



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The components of deferred tax assets and liabilities are as follows:
 December 31,
(in thousands)20242023
Deferred tax assets:
Research and experimentation capitalization$211,192 $148,355 
Uncertain tax positions55,583 52,685 
Net operating loss carryforwards31,304 34,907 
Stock-based compensation29,712 33,473 
Operating lease liabilities24,967 28,380 
Debt obligation basis difference20,289 30,289 
Employee benefits12,066 13,662 
Other13,459 9,752 
Valuation allowance(16,892)(17,608)
Total deferred tax assets381,680 333,895 
Deferred tax liabilities:
Other intangible assets(177,270)(202,404)
Operating lease right-of-use assets(23,407)(26,878)
Deferred revenue(11,367)(12,080)
Property and equipment(3,034)(3,607)
Other  
Total deferred tax liabilities(215,078)(244,969)
Net deferred tax assets$166,602 $88,926 
The net decrease in the valuation allowance was primarily due to $0.9 million of currency fluctuations on balances relating to foreign jurisdictions, partially offset by a $0.2 million increase in unrealizable tax assets. As of each reporting date, management considers new evidence, both positive and negative, that could affect the future realization of deferred tax assets. If management determines it is more likely than not that an asset, or a portion of an asset, will not be realized, a valuation allowance is recorded.
As of December 31, 2024, we had federal net operating loss carryforwards of $0.7 million, which are subject to limitations of their utilization and expire between 2036 - 2037. Deferred tax assets of $0.9 million have been recorded for state operating loss carryforwards. These losses expire between 2027 - 2042, and are subject to limitations on their utilization. We had total foreign net operating loss carryforwards of $122.3 million, of which $89.1 million are not currently subject to expiration dates. The remainder, $33.2 million, expires between 2030 - 2039. We had tax credit carryforwards of $8.5 million, of which $1.9 million are not currently subject to expiration dates and $6.6 million expire in various years between 2025 - 2044. Of these tax credit carryforwards, $0.7 million are subject to limitations on their utilization.
In general, it is our intention to permanently reinvest all earnings in excess of previously taxed amounts. Substantially all of the pre-2018 earnings of our non-U.S. subsidiaries were taxed through the transition tax and post-2018 current earnings are taxed as part of global intangible low-taxed income tax expense. These taxes increase our previously taxed earnings and allow for the repatriation of the majority of our foreign earnings without any residual U.S. federal tax. Unrecognized provisions for taxes on indefinitely reinvested undistributed earnings of foreign subsidiaries would not be significant.
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The following is a reconciliation of the total amounts of unrecognized tax benefits:
 Year Ended December 31,
(in thousands)202420232022
Unrecognized tax benefit as of January 1$54,884 $45,772 $39,641 
Gross changes—acquisitions   
Gross increases—tax positions in prior period146  403 
Gross decreases—tax positions in prior period(267)(1,782)(2,780)
Gross increases—tax positions in current period12,302 14,814 13,905 
Reductions due to a lapse of the applicable statute of limitations(2,998)(3,236)(3,743)
Changes due to currency fluctuation(6,516)(684)(1,654)
Settlements   
Unrecognized tax benefit as of December 31$57,551 $54,884 $45,772 

We believe that it is reasonably possible that $32.2 million of uncertain tax positions included in the table above may be resolved within the next twelve months as a result of settlement with a taxing authority or a lapse of the statute of limitations. If the unrecognized tax benefit as of December 31, 2024 were to be recognized, a benefit of $13.0 million would impact the effective tax rate.
We recognize interest and penalties related to unrecognized tax benefits as income tax expense. We recorded penalty expense of $0.1 million, $0.7 million and $0.7 million for the years ended December 31, 2024, 2023 and 2022, respectively. We recorded interest income of $0.2 million for the year ended December 31, 2024, interest income of $0.3 million for the year ended December 31, 2023 and interest expense of $0.1 million for the year ended December 31, 2022. As of December 31, 2024, we accrued a liability for penalties of $8.8 million and interest of $2.3 million. As of December 31, 2023, we accrued a liability for penalties of $8.7 million and interest of $2.6 million.
The OECD has introduced a two-pillar approach to address the tax challenges arising from the digitalization of the economy. Pillar Two defines global minimum tax rules and includes a 15 percent minimum tax rate. We have not recorded any income tax provision related to Pillar Two for the year ended December 31, 2024 based on the laws currently enacted in the jurisdictions in which we operate.
We are subject to taxation in the United States and various states and foreign jurisdictions. In the United States, our only major tax jurisdiction, the 2017 - 2024 tax years are open to examination by the Internal Revenue Service.

13. Pension and Profit-Sharing Plans
We have a 401(k) plan for all qualifying domestic employees that permits participants to defer a portion of their pay pursuant to Section 401(k) of the Internal Revenue Code. We make matching contributions on behalf of each eligible participant in an amount equal to 100% of the first 3% and an additional 25% of the next 5%, for a maximum total of 4.25% of the employee's eligible compensation. We may make discretionary matching contributions. We may also make discretionary nonelective contributions in an amount to be determined by the Board of Directors for each plan year, provided the employee is employed at the end of the year and has worked at least 1,000 hours. Domestic employees of acquired businesses may participate in the 401(k) plan when they become eligible. We also maintain and contribute to various defined contribution and defined benefit pension arrangements for our international employees. We meet the minimum statutory funding requirements for our foreign plans. As of December 31, 2024 and 2023, the total unfunded portions of the benefit obligations were $12.4 million and $11.8 million, respectively.
Expenses related to our retirement programs were $28.0 million in 2024, $25.9 million in 2023 and $21.9 million in 2022.

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14. Non-Compete and Employment Agreements
Our employees have signed agreements under which they have agreed not to disclose trade secrets or confidential information that, where legally permitted, restrict engagement in or connection with any business that is competitive with us anywhere in the world while employed by us (and, in some cases, for specified periods thereafter in relevant geographic areas), and that any products or technology created by them during their term of employment are our property. In addition, we require all channel partners to enter into agreements not to disclose our trade secrets and other proprietary information.
We have an employment agreement with our Chief Executive Officer. Under the terms of the employment agreement, in the event that the Chief Executive Officer's employment with us is terminated by us without "Cause" or as a result of his resignation with "Good Reason" (each as defined in the agreement) the Chief Executive Officer will be entitled to (i) receive an amount equal to two times the sum of his then effective base salary plus his target bonus, payable over 24 months in equal installments, (ii) receive payment of the prior year's earned annual cash incentive, to the extent unpaid, (iii) receive payment of a pro-rated target annual cash incentive for the year of termination, (iv) in certain circumstances, receive a lump sum amount equal to 24 months of the COBRA premium applicable to the health, dental and vision plans in which the Chief Executive Officer was participating prior to termination, (v) have any outstanding performance-based and time-based equity awards receive accelerated vesting treatment equal to an additional two years after termination, and (vi) have the period of time during which the Chief Executive Officer may exercise his vested stock options be extended to the longer of (x) six months after his date of termination or (y) seven days after the commencement of our first open trading window that occurs after the date of termination, but in no event later than the 10-year expiration date of such options. During his employment with us and for two years thereafter, following termination of employment under certain circumstances described in the contract, he will be subject to non-competition and non-solicitation obligations.
If a termination under the circumstances described above occurs during the period beginning 60 days prior to the effective date of a definitive agreement that will result in a change in control and ending 18 months after the consummation (closing) of a change in control, then, in lieu of the benefits described in the foregoing paragraph, the Chief Executive Officer will be entitled to the amounts described in the paragraph above, except that (a) the amount described in clause (i) will be paid in a lump sum rather than over 24 months, and (b) instead of the two-year acceleration period described in clause (v), all outstanding performance-based and time-based equity awards held by the Chief Executive Officer shall immediately become fully exercisable, vested and/or non-forfeitable on an accelerated basis, subject to any performance or metric-based requirements set forth therein which shall be separately determined as set forth in the applicable award agreement.
We also have employment agreements with several other employees, primarily in foreign jurisdictions. The terms of these employment agreements generally include annual compensation and non-compete clauses.

15. Stock-Based Compensation
On May 14, 2021, our stockholders approved the ANSYS, Inc. 2021 Equity and Incentive Compensation Plan (the 2021 Plan). The 2021 Plan is a long-term incentive plan pursuant to which awards may be granted to directors, officers, other employees and certain consultants of Ansys and its subsidiaries. These awards may include stock option rights, stock appreciation rights, restricted stock, restricted stock units, cash incentives, performance shares, performance units and other awards. The 2021 Plan authorizes 4.4 million shares of common stock for issuance, plus 1.6 million shares that remained available for issuance under the Fifth Amended and Restated ANSYS, Inc. 1996 Stock Option and Grant Plan (the Predecessor Plan) as of the effective date of the 2021 Plan plus any shares relating to the outstanding awards under the Predecessor Plan or the 2021 Plan that are subsequently forfeited. As of the effective date of the 2021 Plan, grants were no longer made under the Predecessor Plan.
The 2021 Plan requires a minimum vesting period or performance period of one year for most award types and a maximum period for options to be exercisable as ten years from the grant date. Upon the death or disability of a participant, performance awards are vested pro-rata, subject to any performance target requirements, and all other awards become fully vested. The Compensation Committee of the Board of Directors may, at its sole discretion, accelerate the date or dates on which an award granted under the 2021 Plan may vest in the event of a change in control or an employee's termination of employment. A change in control will result in awards either being assumed by the acquirer or the pre-existing awards becoming immediately vested and earned at target award levels. In the event an employee is terminated without cause within 18 months after the change in control, any assumed awards will become immediately vested.
We currently issue shares related to exercised stock options or vested awards from our existing pool of treasury shares and have no specific policy to repurchase treasury shares as stock options are exercised or as awards vest. If the treasury pool is depleted, we will issue new shares.
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Total stock-based compensation expense recognized for the years ended December 31, 2024, 2023 and 2022 is as follows:
 Year Ended December 31,
(in thousands, except per share amounts)202420232022
Cost of sales:
Maintenance and service14,313 13,337 10,073 
Operating expenses:
Selling, general and administrative161,905 126,175 93,117 
Research and development94,682 82,379 64,938 
Stock-based compensation expense before taxes270,900 221,891 168,128 
Related income tax benefits(65,647)(53,880)(50,209)
Stock-based compensation expense, net of taxes$205,253 $168,011 $117,919 

As of December 31, 2024, total unrecognized estimated compensation expense related to awards granted prior to that date was $352.8 million, which is expected to be recognized over a weighted average period of 1.5 years. Forfeitures of awards are accounted for as they occur.
Stock Options
Prior to 2017, we granted stock option awards. The value of each stock option award was estimated on the date of grant, or date of acquisition for options issued in a business combination, using the Black-Scholes option pricing model (Black-Scholes model). The determination of the fair value of stock-based payment awards using an option pricing model was affected by our stock price as well as assumptions regarding a number of complex and subjective variables. These variables included our stock volatility during the preceding six years, actual and projected employee stock option exercise behaviors, interest rate assumptions using the five-year U.S. Treasury Note yield on the date of grant or acquisition date and expected dividends. The stock-based compensation expense for options was recorded ratably over the requisite service period.
As of December 31, 2024, there is no unrecognized estimated compensation cost related to unvested stock options.
Information regarding stock option transactions is summarized below:
 Year Ended December 31,
 202420232022
(options in thousands)OptionsWeighted-
Average
Exercise
Price
OptionsWeighted-
Average
Exercise
Price
OptionsWeighted-
Average
Exercise
Price
Outstanding, beginning of year103 $94.23 226 $94.24 375 $83.67 
Granted $  $  $ 
Exercised(1)$86.57 (123)$94.32 (148)$67.56 
Forfeited(2)$86.01  $ (1)$67.44 
Outstanding, end of year100 $94.46 103 $94.23 226 $94.24 
Vested and Exercisable, end of year100 $94.46 103 $94.23 226 $94.24 
Nonvested $  $  $ 
 
202420232022
Weighted Average Remaining Contractual Term (in years)
Outstanding1.592.523.53
Vested and Exercisable1.592.523.53
Aggregate Intrinsic Value (in thousands)
Exercised$83 $28,231 $30,358 
Outstanding$24,370 $27,717 $33,361 
Vested and Exercisable$24,370 $27,717 $33,361 
Compensation Expense - Stock Options (in thousands)
$ $ $ 
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Information regarding stock options outstanding as of December 31, 2024 is summarized below:
(options in thousands)Options Outstanding & Exercisable
Exercise PriceOptionsWeighted-
Average
Remaining
Contractual
Life (years)
$86.577 0.67
$94.151 0.58
$95.0992 1.67

There were no unvested stock options as of December 31, 2024.

Restricted Stock Units
Under the terms of the 2021 Plan, we have issued various restricted stock unit awards (RSUs). The following table summarizes the types of awards and vesting conditions:
AwardVesting PeriodVesting Condition
Restricted stock units with a service condition onlyThree yearsPrior to March 2023, one third of the awards vested annually. Commencing in March 2023, one third vests in the first year and then one eighth quarterly thereafter.
Restricted stock units with an operating performance and service conditionThree yearsOperating performance metrics as defined at the beginning of each sub-performance period and subject to continued employment through the vesting period.
Restricted stock units with a market and service condition
Three years
Our performance measured by total stockholder return relative to the Nasdaq Composite Index for the performance period and subject to continued employment through the vesting period.
Board of Director restricted stock unit awardsThe earlier of one year or the next regular meeting of stockholdersContinued service on the Board of Directors through the vesting period. Directors that retire prior to the vest date receive a pro-rata portion of the RSUs.

The fair value of RSUs with only a service condition is based on the fair market value of our stock on the date of the grant and is recognized straight-line over the vesting period.
The fair value of RSUs with operating performance metrics is based on the fair market value of our stock on the date of the grant and is recognized from the grant date through the vesting period based on management's estimates concerning the probability of operating performance metric achievement.
The fair values of RSUs with a market condition were estimated using a Monte Carlo simulation model and are recognized over the vesting period. The determination of the fair values of the awards was affected by the grant date and several variables, each of which has been identified in the chart below. Due to the pending merger with Synopsys, there were no RSUs with a market condition issued in 2024.
Year Ended December 31,
Assumptions used in Monte Carlo lattice pricing model20232022
Risk-free interest rate4.6%1.8%
Expected dividend yield%%
Expected volatility—Ansys stock price36%37%
Expected volatility—Nasdaq Composite Index25%26%
Expected term2.8 years2.8 years
Correlation factor0.830.84
Weighted average fair value per share$452.14$290.65
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Total compensation expense for RSU awards recorded for the years ended December 31, 2024, 2023 and 2022 was $270.5 million, $213.5 million and $164.0 million, respectively.
Information regarding all employee and non-employee director RSU transactions is summarized below:
 Year Ended December 31,
 202420232022
(RSUs in thousands)RSUsWeighted-
Average
Grant Date Fair Value
RSUsWeighted-
Average
Grant Date Fair Value
RSUsWeighted-
Average
Grant Date Fair Value
Nonvested, beginning of year1,538 $309.33 1,220 $301.72 1,074 $278.02 
Granted(1)
948 $339.43 867 $314.04 861 $299.08 
Performance adjustment - awards with market condition(2)
(20)$285.28 (11)$279.42 (8)$276.73 
Performance adjustment - awards with performance condition(2)
59 $339.62 79 $310.37 73 $300.28 
Vested(894)$310.84 (558)$300.30 (598)$257.51 
Forfeited(76)$322.38 (59)$313.58 (182)$295.13 
Nonvested, end of year1,555 $327.62 1,538 $309.33 1,220 $301.72 
(1) Includes all RSUs granted during the year. RSUs with operating performance conditions have one performance cycle or three sub-performance cycles. Performance conditions are assigned near the beginning of each performance cycle or sub-performance cycle, as applicable, and awards are reflected as grants at the target number of units at that time.
(2) RSUs with a market or performance condition are granted at target and vest based on achievement of the market or operating performance and service conditions. The actual number of RSUs issued may be more or less than the target RSUs depending on the achievement of the market or operating performance conditions.
Employee Stock Purchase Plan
On May 12, 2022, our stockholders approved the ANSYS, Inc. 2022 Employee Stock Purchase Plan (2022 ESPP) and the reservation by our Board of Directors of 750,000 shares of common stock for issuance under the 2022 ESPP. On October 27, 2022, our Board of Directors approved the amendment and restatement of the 2022 ESPP. The 2022 ESPP replaced the 1996 Employee Stock Purchase Plan (1996 Plan) in its entirety. Shares issued in 2024 were issued under the 2022 ESPP. The 2022 ESPP and 1996 Plan (Purchase Plans) allow our employees and employees of our designated subsidiaries to purchase shares of our common stock at a discount to fair market value. Due to the pending merger with Synopsys, there were no offering periods under the Purchase Plans in 2024 after the conclusion of the offering period ending January 31, 2024. There were 634,167 shares available for future purchases as of December 31, 2024.
The Purchase Plans are administered by the Compensation Committee. Offerings under the Purchase Plans commence on the first business day occurring on or before each February 1 and August 1, and end on the last business day occurring on or before the following July 31 and January 31, respectively. An employee who owns or is deemed to own shares of stock representing in excess of 5% of the combined voting power of all classes of our stock may not participate in the Purchase Plans.
During each offering, an eligible employee may purchase shares by authorizing payroll deductions of up to 10% of his or her cash compensation during the offering period. The maximum number of shares that may be purchased by any participating employee during any offering period is limited to 3,840 shares. Subject to limitations within the Purchase Plans, each employee's accumulated payroll deductions will be used to purchase common stock on the last day of the applicable offering period at a price equal to 85% of the fair market value of the common stock on the first or last day of the applicable offering period, whichever is less. Under applicable tax rules, an employee may not accrue at a rate that exceeds $25,000 of the fair market value of our stock (determined on the option grant date or dates) for each calendar year in which the option to purchase shares is outstanding at any time. As of December 31, 2024, 115,833 shares of common stock had been issued under the 2022 ESPP. The total compensation expense recorded under the Purchase Plans during the years ended December 31, 2024, 2023 and 2022 was $0.3 million, $8.3 million and $4.2 million, respectively.

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16. Stock Repurchase Program
There were no share repurchases in 2024. For the year ended December 31, 2023, 650 thousand shares were repurchased at an average price of $302.34 per share, with a total cost of $196.5 million. For the year ended December 31, 2022, 725 thousand shares were repurchased at an average price of $283.38 per share, with a total cost of $205.6 million. As of December 31, 2024, 1.1 million shares remained available for repurchase under the program.

17. Royalty Agreements
We have entered into various renewable license agreements under which we have been granted access to the licensor's technology and the right to sell the technology in our product line. Royalties are payable to developers of the software at various rates and amounts, which generally are based upon unit sales, revenue or flat fees. Royalty fees are reported in cost of software licenses and were $44.1 million, $39.0 million and $32.0 million for the years ended December 31, 2024, 2023 and 2022, respectively.

18. Geographic Information
Revenue to external customers is attributed to individual countries based upon the location of the customer. Revenue by geographic area was as follows:
 Year Ended December 31,
(in thousands)202420232022
United States$1,251,892 $1,058,293 $932,587 
Germany209,714 199,068 198,612 
Japan184,547 203,013 186,199 
China and Hong Kong126,628 111,467 105,101 
South Korea112,895 106,261 127,948 
Other EMEA445,791 406,719 349,159 
Other international213,342 185,128 165,947 
Total revenue$2,544,809 $2,269,949 $2,065,553 

Property and equipment by geographic area was as follows:
December 31,
(in thousands)20242023
United States$65,731 $56,421 
India6,280 5,057 
France4,975 4,771 
Other EMEA6,279 6,924 
Other international6,381 4,607 
Total property and equipment, net$89,646 $77,780 

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19. Unconditional Purchase Obligations
We have entered into various unconditional purchase obligations which primarily include minimum royalty contracts and software licenses and support. We expended $66.4 million, $54.8 million and $54.8 million related to unconditional purchase obligations that existed as of the beginning of each year for the years ended December 31, 2024, 2023 and 2022, respectively. Future expenditures under unconditional purchase obligations in effect as of December 31, 2024 are as follows:
(in thousands)
2025$66,763 
202616,115 
20279,322 
20283,896 
2029299 
Total$96,395 

20. Contingencies and Commitments
We are subject to various claims, investigations, and legal and regulatory proceedings that arise in the ordinary course of business, including, but not limited to, commercial disputes, labor and employment matters, tax audits, alleged infringement of third parties' intellectual property rights and other matters. In our opinion, the resolution of pending matters is not expected to have a material adverse effect on our consolidated results of operations, cash flows or financial position. However, each of these matters is subject to various uncertainties and it is possible that an unfavorable resolution of one or more of these proceedings could materially affect our consolidated results of operations, cash flows or financial position.
Our Indian subsidiary has several service tax audits pending that have resulted in formal inquiries being received on transactions through mid-2012. We could incur tax charges and related liabilities of $7.2 million. As such charges are not probable at this time, a reserve has not been recorded on the consolidated balance sheet as of December 31, 2024. The service tax issues raised in our notices and inquiries are very similar to the case, M/s Microsoft Corporation (I) (P) Ltd. Vs. Commissioner of Service Tax, New Delhi, wherein the Delhi Customs, Excise and Service Tax Appellate Tribunal (CESTAT) issued a favorable ruling to Microsoft. The Microsoft ruling was subsequently challenged in the Supreme Court of India by the Indian tax authority and a decision is still pending. We can provide no assurances on the impact that the Microsoft case's decision will have on our cases, however, an unfavorable ruling in the Microsoft case may impact our assessment of probability and result in the recording of a $7.2 million reserve. We are uncertain as to when these service tax matters will be concluded.
We sell software licenses and services to our customers under contractual agreements. Such agreements generally include certain provisions indemnifying the customer against claims, by third parties, of infringement or misappropriation of their intellectual property rights arising from such customer’s usage of our products or services. To date, payments related to these indemnification provisions have been immaterial. For several reasons, including the lack of prior material indemnification claims, we cannot determine the maximum amount of potential future payments, if any, related to such indemnification provisions.

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21. Segment Disclosure
We develop and globally market engineering simulation software. As defined by the accounting guidance for segment reporting, we operate as one segment. Our Chief Operating Decision Maker (CODM) is Ajei Gopal, President and Chief Executive Officer. The financial information provided to and used by the CODM assists in making operational decisions and allocating resources, such as the allocation of personnel. The annual budgeting process is the primary mechanism used to make these decisions. The financial information also helps in making performance assessments using budgeted versus actual results. The profit and loss measure reviewed by the CODM is net income. Segment disclosures, including significant segment expenses, are detailed below:
 Year Ended December 31,
(in thousands)202420232022
Revenue$2,544,809 $2,269,949 $2,065,553 
Salaries(620,815)(581,027)(511,776)
Stock-based compensation(270,900)(221,891)(168,128)
Incentive compensation(1)
(219,557)(194,025)(195,524)
Amortization(112,308)(103,502)(85,094)
Depreciation(30,929)(29,002)(29,468)
Interest income51,131 19,588 5,717 
Interest expense(47,849)(47,145)(22,726)
Other segment expenses, net(2)
(575,544)(520,807)(483,239)
Income tax provision(142,346)(91,726)(51,605)
Net income$575,692 $500,412 $523,710 
(1) Incentive compensation includes bonuses and commissions.
(2) Other segment expenses, net consists primarily of other headcount-related expenses, IT maintenance and software hosting costs, acquisition-related costs and consulting and professional fees.

The measure of segment assets is reported on the consolidated balance sheet as total assets. The measure of expenditures for long-lived assets is reported on the consolidated statements of cash flows as capital expenditures.

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EXHIBIT INDEX

Exhibit No.Exhibit
2.1
3.1
3.2
4.1
10.1
10.2
10.3
10.4
10.5
10.6 
10.7
10.8
10.9
10.10
10.11
10.12
10.13
10.14
10.15
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10.16
10.17
10.18
10.19
10.20
10.21
19.1
21.1
23.1
24.1
31.1
31.2
32.1
32.2
97.1
101.INSInline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCHInline XBRL Taxonomy Extension Schema
101.CALInline XBRL Taxonomy Extension Calculation Linkbase
101.DEFInline XBRL Taxonomy Extension Definition Linkbase
101.LABInline XBRL Taxonomy Extension Label Linkbase
101.PREInline XBRL Taxonomy Extension Presentation Linkbase
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*Indicates management contract or compensatory plan, contract or arrangement.
Certain schedules, exhibits, and appendices have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish copies of any omitted schedule, exhibit, or appendix to the SEC upon request.
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ITEM 16.FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 ANSYS, Inc.
Date:February 19, 2025By:
/s/ Ajei S. Gopal
 
Ajei S. Gopal
President and Chief Executive Officer
(Principal Executive Officer)
Date:February 19, 2025By:
/s/ Rachel Pyles
 
Rachel Pyles
Chief Financial Officer and Senior Vice President of Finance
(Principal Financial Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Ajei S. Gopal, his or her attorney-in-fact, with the power of substitution, for such person in any and all capacities, to sign any amendments to this Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated below.
SignatureTitleDate
/s/    AJEI S. GOPAL        
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 19, 2025
Ajei S. Gopal
/s/ RACHEL PYLES
Chief Financial Officer and Senior Vice President of Finance
(Principal Financial Officer)
February 19, 2025
Rachel Pyles
/s/ JENNIFER GERCHOW
Chief Accounting Officer
(Principal Accounting Officer)
February 19, 2025
Jennifer Gerchow
/s/ GLENDA M. DORCHAK
DirectorFebruary 19, 2025
Glenda M. Dorchak
/s/ DR. ANIL CHAKRAVARTHY
DirectorFebruary 19, 2025
Dr. Anil Chakravarthy
/s/ DR. ALEC D. GALLIMORE
DirectorFebruary 19, 2025
Dr. Alec D. Gallimore
/s/ RONALD W. HOVSEPIAN
Chairman of the Board of DirectorsFebruary 19, 2025
Ronald W. Hovsepian
/s/ BARBARA V. SCHERER
DirectorFebruary 19, 2025
Barbara V. Scherer
/s/ ROBERT M. CALDERONI
DirectorFebruary 19, 2025
Robert M. Calderoni
/s/ RAVI K. VIJAYARAGHAVAN
DirectorFebruary 19, 2025
Ravi K. Vijayaraghavan
/s/ JIM FRANKOLA
DirectorFebruary 19, 2025
Jim Frankola
/s/ CLAIRE BRAMLEY
DirectorFebruary 19, 2025
Claire Bramley

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