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What changed in BENTLEY SYSTEMS INC's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of BENTLEY SYSTEMS INC's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+282 added−277 removedSource: 10-K (2025-02-26) vs 10-K (2024-02-27)

Top changes in BENTLEY SYSTEMS INC's 2024 10-K

282 paragraphs added · 277 removed · 220 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

49 edited+21 added−8 removed41 unchanged
Biggest changeOur Inclusion, Diversity, and Equity Alliance (“IDEA”) provides a platform for colleagues from all regions, departments, levels, and demographics to build community. IDEA currently has six focus groups: OpenPride, OpenAbilities, People of Color in the U.S., Women at Bentley, Veterans at Bentley, and IDEA India. Each IDEA focus group is sponsored by a member of our leadership team.
Biggest changeThe six resource groups – IDEA India, OpenAbilities, OpenPride, People of Color in the U.S., Veterans and Military Families at Bentley, and Women at Bentley – provide a safe space for colleagues to engage in open conversation, propose positive changes, and build a sense of community.
Each infrastructure project requires seamless and deep collaboration among professional disciplines, which can include civil, structural, geotechnical, subsurface, and process engineers; architects; geospatial professionals; city and regional planners; contractors; fabricators; and operations and maintenance engineers. Our open modeling and open simulation applications facilitate iterative interactions between disciplines and coordination across project participants.
Each infrastructure project requires seamless and deep collaboration among professional disciplines, which can include civil, structural, geotechnical, subsurface, and process engineers; architects; geospatial professionals; city and regional planners; contractors; fabricators; and operations and maintenance engineers. Our open modeling and simulation applications facilitate iterative interactions between disciplines and coordination across project participants.
Our geoprofessional applications include: • AGS , for processing, inversion, and visualization of geophysical data; • Central , for geological model management, to visualize, track, integrate, and manage geoscience data from a centralized, auditable environment; • GeoStudio , for integrated geotechnical analysis of slope stability, groundwater flow, and heat and mass transfer in soil and rock; • Imago , for the capture and management of drilling core images; • Leapfrog , for 3D implicit modeling designed to rapidly integrate, communicate, and interpret geological data; • MX Deposit , cloud drill hole software for simplifying and controlling how drill and other field data is collected, managed, and shared throughout the lifecycle of an ore deposit from early exploration through to mine production; • Oasis montaj , for the quality control, correction, visualization, analysis, and interpretation of geophysical, geologic and geochemical data; • OpenGround , for geotechnical information management for collecting, reporting, managing, visualizing, analyzing, and accessing geotechnical data; and 7 • PLAXIS , for geotechnical analysis to solve common and complex geotechnical problems, including advanced analysis for excavations, foundations, tunnels, and other infrastructure projects.
Our geoprofessional applications include: • AGS , for processing, inversion, and visualization of geophysical data; • Central , for geological model management, to visualize, track, integrate, and manage geoscience data from a centralized, auditable environment; • GeoStudio , for integrated geotechnical analysis of slope stability, groundwater flow, and heat and mass transfer in soil and rock; • Imago , for the capture and management of drilling core images; • Leapfrog , for 3D implicit modeling designed to rapidly integrate, communicate, and interpret geological data; • MX Deposit , cloud drill hole software for simplifying and controlling how drill and other field data is collected, managed, and shared throughout the lifecycle of an ore deposit from early exploration through to mine production; • Oasis montaj , for the quality control, correction, visualization, analysis, and interpretation of geophysical, geologic and geochemical data; • OpenGround , for geotechnical information management for collecting, reporting, managing, visualizing, analyzing, and accessing geotechnical data; and • PLAXIS , for geotechnical analysis to solve common and complex geotechnical problems, including advanced analysis for excavations, foundations, tunnels, and other infrastructure projects.
Bentley Infrastructure Cloud encompasses: • ProjectWise , for project delivery, supporting information and document management, and engineering‑specific collaboration and work‑sharing for distributed project teams and enterprises; • SYNCHRO , for construction, spatially and temporally integrating a project’s 3D engineering models into its construction schedules to visualize and assess sequencing strategies; and • AssetWise , for asset operations, capturing and managing changes to engineering models and enterprise information for compliance and safety, and to model performance and reliability.
Bentley Infrastructure Cloud encompasses: • ProjectWise , for project delivery, supporting information and document management, and engineering‑specific collaboration and work‑sharing for distributed project teams and enterprises; • SYNCHRO , for construction, spatially and temporally integrating a project’s 3D engineering models into its construction schedules to visualize and assess sequencing strategies; and 7 • AssetWise , for asset operations, capturing and managing changes to engineering models and enterprise information for compliance and safety, and to model performance and reliability.
Our software enables digital workflows across engineering disciplines, across distributed project teams, and from offices to the field. Moreover, our intelligent digital twin solutions empower our users to achieve sustainable development goals (“SDGs”) by realizing outcomes that are more sustainable and resilient.
Our software enables digital workflows across engineering disciplines, across distributed project teams, and from offices to the field. Moreover, our intelligent digital twin solutions empower our users to achieve sustainable development goals by realizing outcomes that are more sustainable and resilient.
Corporate Information Bentley Systems, Incorporated was incorporated in Delaware in 1987 and is headquartered in Exton, Pennsylvania. 15 Website Access to Reports Our internet address is www.bentley.com. The information posted on our website is not incorporated into this Annual Report on Form 10‑K.
Corporate Information Bentley Systems, Incorporated was incorporated in Delaware in 1987 and is headquartered in Exton, Pennsylvania. Website Access to Reports Our internet address is www.bentley.com. The information posted on our website is not incorporated into this Annual Report on Form 10‑K.
Our ProjectWise and AssetWise enterprise collaboration solutions utilized under E365 are charged based on the total number of users within a calendar quarter, or fixed asset bands, respectively. While the majority of our E365 subscriptions revenue is attributed to daily consumption of our applications, E365 subscriptions can contain floors or collars on usage charges.
Our ProjectWise and AssetWise enterprise collaboration solutions utilized under E365 are charged based on the total number of users within a calendar quarter, or fixed asset bands, respectively. While the majority of our E365 subscriptions revenue is attributed to daily consumption of our applications, E365 subscriptions can contain floors or ceilings on usage charges.
The portions of our ARR which cannot be sector-attributed consist generally of ARR within accounts that are diversified engineering firms which work in multiple sectors, and as to that portion of their ARR which are for products that are not sector-specific, such as MicroStation, and structural or geotechnical modeling and simulation applications, and ProjectWise, which are used across any and all sectors. 4 Our engineering and geoprofessional applications are primarily cloud-connected desktop modeling and simulation applications that support the breadth of engineering and geoprofessional disciplines.
The portions of our ARR which cannot be sector-attributed consist generally of ARR within accounts that are diversified engineering firms which work in multiple sectors, and as to that portion of their ARR which are for products that are not sector-specific, such as MicroStation, and structural or geotechnical modeling and simulation applications, and ProjectWise, which are used across any and all sectors. 4 Our Bentley Open engineering applications and Seequent geoprofessional applications are primarily cloud-connected desktop modeling and simulation applications that support the breadth of engineering and geoprofessional disciplines.
Participants in our E365 program use CSS as the funding mechanism for their subscription. At the end of 2023, accounts representing approximately 60% of our total ARR (1) had chosen to institute, for licensing of our software, our commercial models eligible under CSS.
Participants in our E365 program use CSS as the funding mechanism for their subscription. At the end of 2024, accounts representing approximately 60% of our total ARR (1) had chosen to institute, for licensing of our software, our commercial models eligible under CSS.
The proportions of our revenue generated respectively from engineering and geoprofessional applications for modeling and simulation, and from Bentley Infrastructure Cloud and its principal offerings, are referenced in the diagram below. 5 Our comprehensive portfolio of integrated software offerings comprises: Engineering Applications .
The proportions of our revenue generated respectively from Bentley Open engineering applications and Seequent geoprofessional applications for modeling and simulation, and from Bentley Infrastructure Cloud and its principal offerings, are referenced in the diagram below. 5 Our comprehensive portfolio of integrated software offerings comprises: Engineering Applications .
Additionally, we believe our collaboration systems lead the market in managing infrastructure engineering firms’ preferred work-in-progress workflows. Lifecycle Stages. Both project delivery enterprises and owner‑operators benefit from our software, which enables digital workflows to extend between project and asset lifecycles, from design to construction and ultimately asset management.
Additionally, we believe our collaboration systems lead the market in managing infrastructure engineering firms’ preferred work-in-progress workflows. Lifecycle Stages. Both project delivery enterprises and owner‑operators benefit from our software, which enables digital workflows to extend across the infrastructure lifecycle, from design to construction and ultimately asset management.
The Digital Twins Opportunity Over our company’s history, as computing capabilities have advanced, the scope of infrastructure engineering software has correspondingly increased. However, project and asset lifecycle software markets have developed independently from one another and connecting digital workflows have not been offered.
The Digital Twins Opportunity Over our company’s history, as computing capabilities have advanced, the scope of infrastructure engineering software has correspondingly increased. However, project and asset software markets have developed independently from one another and connected digital workflows have not been offered.
Outside the U.S., a small overall portion of our colleagues in certain countries are represented by a colleague representative organization, such as a union or colleague association. Our colleagues bring 66 languages to fulfill the needs of our globally dispersed accounts and users.
Outside the U.S., a small overall portion of our colleagues in certain countries are represented by a colleague representative organization, such as a union or colleague association. Our colleagues bring nearly 70 languages to fulfill the needs of our globally dispersed accounts and users.
Our average historical ARR growth rate (1) from programmatic acquisitions over the past three years has been approximately 1% measured on a constant currency basis. Our Competition The market for our software is highly competitive and subject to change.
Our average historical ARR growth rate (1) from programmatic acquisitions over the past three years has been less than 1% measured on a constant currency basis. Our Competition The market for our software is highly competitive and subject to change.
Our iTwin Platform for infrastructure digital twin solutions, leveraging our infrastructure schemas, enables users to create and curate cloud‑native 4D/5D digital representations of physical infrastructure assets, incorporating underlying engineering information federated with operational and enterprise data, and then to model, simulate, analyze, synchronize, track, and predict performance over time.
Cesium and iTwin Platform. Our Cesium and iTwin Platform for developing infrastructure digital twin applications, leveraging our infrastructure schemas, enables users to create and curate cloud‑native 4D/5D digital representations of physical infrastructure assets, incorporating underlying engineering information federated with operational and enterprise data, and then to model, simulate, analyze, synchronize, track, and predict performance over time.
We were founded in 1984 by the Bentley brothers and on September 25, 2020, we completed our initial public offering (“IPO”). Our enduring commitment is to develop and support the most comprehensive portfolio of integrated software offerings across professional disciplines, project and asset lifecycles, infrastructure sectors, and geographies.
We were founded in 1984 by the Bentley brothers and on September 25, 2020, we completed our initial public offering (“IPO”). Our enduring commitment is to develop and support the most comprehensive portfolio of integrated software offerings across professional disciplines, infrastructure sectors, geographies, and the infrastructure lifecycle.
Our users design, build, and operate projects and assets across the following infrastructure sectors: • Public Works/Utilities , which represents approximately 58% of our sector-attributable annualized recurring revenues (“ARR”) (1)(2) , includes roads, rail, bridges, tunnels, airports, and ports; federal, state, and municipal agencies; and networks for electricity, gas, water, wastewater, and communications; • Resources , which represents approximately 26% of our sector-attributable ARR (1)(2) , includes mining, oil and gas “upstream,” offshore, pipelines, environmental management, and renewable energy; • Industrial , which represents approximately 10% of our sector-attributable ARR (1)(2) , includes process and discrete manufacturing, oil and gas “downstream,” and power generation; and • Commercial/Facilities , which represents approximately 6% of our sector-attributable ARR (1)(2) , includes campuses, office buildings, retail facilities, and hospitals.
Our users design, build, and operate infrastructure assets across the following sectors: • Public Works/Utilities , which represents approximately 59% of our sector-attributable annualized recurring revenues (“ARR”) (1)(2) , includes roads, rail, bridges, tunnels, airports, and ports; federal, state, and municipal agencies; and networks for electricity, gas, water, wastewater, and communications; • Resources , which represents approximately 27% of our sector-attributable ARR (1)(2) , includes mining, oil and gas “upstream,” offshore, pipelines, environmental management, and renewable energy; • Industrial , which represents approximately 9% of our sector-attributable ARR (1)(2) , includes process and discrete manufacturing, oil and gas “downstream,” and power generation; and • Commercial/Facilities , which represents approximately 5% of our sector-attributable ARR (1)(2) , includes campuses, office buildings, retail facilities, and hospitals.
As of December 31, 2023, we had approximately 5,200 full‑time colleagues globally, including approximately 2,000 in the Americas (the U.S., Canada, and Latin America, including the Caribbean); approximately 1,500 in Europe, the Middle East, and Africa (“EMEA”); and approximately 1,700 in Asia‑Pacific (“APAC”). None of our full‑time U.S. colleagues are unionized.
As of December 31, 2024, we had approximately 5,500 full‑time colleagues globally, including approximately 2,200 in the Americas (the U.S., Canada, and Latin America, including the Caribbean); approximately 1,500 in Europe, the Middle East, and Africa (“EMEA”); and approximately 1,800 in Asia‑Pacific (“APAC”). None of our full‑time U.S. colleagues are unionized.
Our open modeling applications include: • MicroStation , for flexible 3D design and documentation, providing the common modeling environment upon which our applications are built; • OpenBridge , for the 3D design and documentation of bridges; • OpenBuildings , for the 3D design and documentation of buildings and their integrated structural, HVAC, electrical, and plumbing systems; • OpenCities, for the design and visualization of cities and campuses; • OpenComms , for the planning, engineering, construction, and maintenance of fiber, coax, and hybrid fiber-coax networks; • OpenFlows , for the planning, design, and operation of water, wastewater, and stormwater systems, incorporating hydrological, hydraulic, and flood modeling; • OpenPlant , for the 2D and 3D design and documentation of process plants; • OpenRail , for the planning, 3D design, and documentation of rail and transit systems; • OpenRoads , for the planning, 3D design, and documentation of roads and highways; • OpenSite , for the planning, 3D design, and documentation of building, residential development, and infrastructure sites; • OpenTower , for the 3D design and analysis of communication towers; • OpenTunnel , for the 3D design and analysis of tunnels; • OpenUtilities , for the design and management of electric, gas, water, wastewater, and district energy networks; and • OpenWindPower , for the structural analysis and design of fixed and floating offshore wind turbines.
Our open modeling applications include: • MicroStation , for flexible 3D design and documentation, providing the common modeling environment upon which our applications are built; • OpenBridge , for the 3D design and documentation of bridges; • OpenBuildings , for the 3D design and documentation of buildings and their integrated structural, HVAC, electrical, and plumbing systems; • OpenFlows , for the planning, design, and operation of water, wastewater, and stormwater systems, incorporating hydrological, hydraulic, and flood modeling; • OpenPlant , for the 2D and 3D design and documentation of process plants; • OpenRail , for the planning, 3D design, and documentation of rail and transit systems; • OpenRoads , for the planning, 3D design, and documentation of roads and highways; • OpenSite and OpenSite+ , for the planning, 3D design, and documentation of building, residential development, and infrastructure sites; • OpenTower , for the 3D design and analysis of communication towers; • OpenTunnel , for the 3D design and analysis of tunnels; • OpenUtilities , for the design and management of electric, gas, water, wastewater, and district energy networks; and • OpenWindPower , for the structural analysis and design of fixed and floating offshore wind turbines.
We bring our offerings to market primarily through direct sales channels, including through our account managers and our Virtuosity inside sales colleagues and e‑store, which generated approximately 92% of our 2023 total revenues.
We bring our offerings to market primarily through direct sales channels, including through our account managers and our Virtuosity inside sales colleagues and e‑store, which generated approximately 93% of our 2024 total revenues.
Environmental, Social, and Governance In 2023, we continued to build upon our strong commitment to sustainability with an emphasis on goal setting aligned with leading standards and continually improving our reporting. In the third year of our formal Environmental, Social, and Governance (“ESG”) strategy, we continued our regular engagement with stakeholders to solicit feedback on our ESG report.
Environmental, Social, and Governance In 2024, we continued to build upon our strong commitment to sustainability with an emphasis on goal setting aligned with leading standards and continually improving our reporting. In the fourth year of our formal Environmental, Social, and Governance (“ESG”) strategy, we continued our regular engagement with stakeholders to solicit feedback on our Impact Report.
Nevertheless, we rely on a combination of copyrights, patents, trademarks, and trade secrets in the United States (“U.S.”) and other jurisdictions to secure our intellectual property, and we use contractual provisions and non‑disclosure agreements to protect it.
Nevertheless, we rely on a combination of copyrights, patents, trademarks, and trade secrets in the U.S. and other jurisdictions to secure our intellectual property, and we use contractual provisions and non‑disclosure agreements to protect it.
Our revenues are balanced and diversified between engineering and construction contracting firms who work together to deliver the design and construction of capital projects (representing 50%, 50%, and 56% of our 2023, 2022, and 2021 total revenues, respectively), and their clients, the world’s public and private infrastructure asset owners and operators (representing 50%, 50%, and 44% of our 2023, 2022, and 2021 total revenues, respectively).
Our revenues are balanced and diversified between engineering and construction contracting firms who work together to deliver the design and construction of capital projects (representing 51%, 50%, and 50% of our 2024, 2023, and 2022 total revenues, respectively), and their clients, the world’s public and private infrastructure asset owners and operators (representing 49%, 50%, and 50% of our 2024, 2023, and 2022 total revenues, respectively).
Our colleagues are highly qualified with an average of seven years of total service and advanced academic credentials, including nearly 130 doctoral degrees and over 1,300 master’s‑level degrees. 14 Colleague Experience We take a colleague‑centric approach in all that we do. We achieve a strong sense of belonging through focused efforts to build trust and enhance personal and organizational experiences.
Our colleagues are highly qualified with an average of six years of total service and advanced academic credentials, including 150 doctoral degrees and over 1,400 master’s‑level degrees. Colleague Experience We take a colleague‑centric approach in all that we do. We achieve a strong sense of belonging through focused efforts to build trust and enhance personal and organizational experiences.
We also rely on specialist channel partners in geographic regions where we do not currently have a meaningful presence or where, for some of our offerings, direct sales efforts are less economically feasible. Channel partners accounted for approximately 8% of our 2023 total revenues. We do not have material account concentration.
We also rely on specialist channel partners in geographic regions where we do not currently have a meaningful presence or where, for some of our offerings, direct sales efforts are less economically feasible. Channel partners accounted for approximately 7% of our 2024 total revenues.
Bentley Infrastructure Cloud . Our enterprise information systems span the end‑to‑end lifecycle and value chain of the world’s infrastructure, helping engineers to produce higher quality deliverables, contractors to execute better with their supply chain, and owners to have a complete picture of their asset as early as possible.
Bentley Infrastructure Cloud . Our enterprise information systems span the end‑to‑end lifecycle and value chain of the world’s infrastructure, helping engineers to produce higher quality deliverables, contractors to execute better with their supply chain, and owners to maintain a complete and accurate picture of their asset throughout its lifecycle.
These include: • iTwin Capture , for capturing, modeling, analyzing, and sharing reality data, enabling users to easily create engineering‑ready, high-resolution 3D meshes of infrastructure assets using drone video and survey imagery; • iTwin Experience , for visualizing and navigating digital twins, empowering owner‑operators and their constituents with insights into critical infrastructure; and • iTwin IoT , for acquiring and analyzing sensor data, enabling users to seamlessly incorporate Internet of Things (“IoT”) data created by sensors and condition monitoring devices for real-time safety and risk monitoring in infrastructure operations and construction activities. 8 Comprehensiveness of Our Offerings Our offerings are comprehensive across professional disciplines, lifecycle stages, infrastructure sectors, and geographies, resulting in what we believe to be durable competitive advantages: Professional Disciplines .
These include: • iTwin Capture , for capturing, modeling, analyzing, and sharing reality data, enabling users to easily create engineering‑ready, high-resolution 3D meshes of infrastructure assets using drone video and survey imagery; • iTwin Experience , for visualizing and navigating digital twins, empowering owner‑operators and their constituents with insights into critical infrastructure; and 8 • iTwin IoT , for acquiring and analyzing sensor data, enabling users to seamlessly incorporate Internet of Things (“IoT”) data created by sensors and condition monitoring devices for real-time safety and risk monitoring in infrastructure operations and construction activities.
Human Capital Management Our colleagues are a key success factor in driving our continued growth. Our talent strategy focuses on creating an enriching colleague experience through an inclusive and engaging culture in which colleagues can develop their career while making a positive impact by advancing the world’s infrastructure.
Our talent strategy focuses on creating an enriching colleague experience through an inclusive and engaging culture in which colleagues can develop their career while making a positive impact by advancing the world’s infrastructure.
Our open simulation applications include: • ADINA , for nonlinear simulation and analysis; 6 • AutoPIPE , for analysis and simulation of pipe stress in industrial process plants; • CUBE , for multi‑modal transportation network modeling and land‑use modeling; • DYNAMEQ , for traffic simulation and dynamic traffic analysis; • EMME , for multimodal urban, regional, and transport planning; • LEGION , for pedestrian traffic simulation; • Power Line Systems (“PLS”) , for analysis and simulation of overhead electric power transmission lines and their structures; • RAM , for analysis and simulation of building structural performance; • SACS , for analysis and simulation of offshore structural performance; • SPIDA , for analysis and simulation of utility poles and overhead assets; and • STAAD , for analysis and simulation of infrastructure.
Our open simulation applications include: • ADINA , for nonlinear simulation and analysis; • AutoPIPE , for analysis and simulation of pipe stress in industrial process plants; • LEGION , for pedestrian traffic simulation; • OpenPaths , for multimodal transport network modeling and travel demand forecasting; • Power Line Systems (“PLS”) , for analysis and simulation of overhead electric power transmission lines and their structures; 6 • RAM , for analysis and simulation of building structural performance; • SACS , for analysis and simulation of offshore structural performance; • SPIDA , for analysis and simulation of utility poles and overhead assets; and • STAAD , for analysis and simulation of structures of all types.
Our Leadership Excellence and Development (LEAD) Essentials program strives to equip leaders to guide their teams while leveraging Bentley core competencies and a “One Bentley” mindset. Inclusion and Belonging We are a global company with colleagues of different cultures, backgrounds, and perspectives based in more than 40 countries worldwide.
Our Leadership Excellence and Development (LEAD) program provides leaders with the necessary toolkit to effectively guide their teams while developing Bentley core competencies and a “One Bentley” mindset. 15 Belonging and Inclusion We are a global company with colleagues of different cultures, backgrounds, and perspectives based in more than 45 countries worldwide and speaking nearly 70 languages.
Success Plans and Services For enterprise accounts, we have transitioned from a traditional paradigm of on‑demand technical support, and professional services contracted episodically, to instead delivering proactive and continuous engagement with users and accounts through “Success Plans.” Success Plans are designed with business outcomes in mind, ensuring that accounts receive the best results from our software.
(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR. 10 Success Plans and Services For enterprise accounts, we have transitioned from a traditional paradigm of on‑demand technical support, and professional services contracted episodically, to instead delivering proactive and continuous engagement with users and accounts through “Success Plans.” Success Plans are designed with business outcomes in mind, ensuring that accounts receive the best results from our software.
(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR. 10 Our Primary Growth Initiatives Incremental to our long‑standing programmatic acquisition strategy, since 2020 we have determinedly invested internal resources to accelerate organic growth, with increasing success, through the following primary growth initiatives: • Accretion in Enterprise Accounts : We have established that E365 helps our accounts implement, propagate, and upgrade our solutions more quickly, encouraging greater consumption of our software and stronger account relationships.
Our Primary Growth Initiatives Incremental to our long‑standing programmatic acquisition strategy, since 2020 we have determinedly invested internal resources to accelerate organic growth, with increasing success, through the following primary growth initiatives: • Accretion in Enterprise Accounts : We have established that E365 helps our accounts implement, propagate, and upgrade our solutions more quickly, encouraging greater consumption of our software and stronger account relationships.
While we do not believe that any competitor offers a portfolio as comprehensive as ours, we do face strong competition, varying by infrastructure lifecycle phase and sector: • our key competitors in Public Works/Utilities applications include Autodesk, Inc., Trimble Inc., and Hexagon AB; • our key competitors in Resources applications include Hexagon AB, the AVEVA unit of Schneider Electric, and Dassault Systèmes; • our key competitors in Industrial applications include Hexagon AB, the AVEVA unit of Schneider Electric, and Dassault Systèmes; • our key competitors in Commercial/Facilities applications include Autodesk, Inc., Nemetschek SE, and Trimble Inc.; • our key competitors in project delivery systems include Autodesk, Inc. and Oracle Corporation; and • our key competitors in asset performance systems include Aspen Technology, Inc., the AVEVA unit of Schneider Electric, Esri, and General Electric Company.
While we do not believe that any competitor offers a portfolio as comprehensive as ours, we do face strong competition, varying by infrastructure lifecycle phase and sector: • our key competitors in Public Works/Utilities applications include Autodesk, Inc., Trimble Inc., and Hexagon AB; • our key competitors in Resources applications include Hexagon AB, the AVEVA unit of Schneider Electric, and Dassault Systèmes; • our key competitors in Industrial applications include Hexagon AB, the AVEVA unit of Schneider Electric, and Dassault Systèmes; • our key competitors in Commercial/Facilities applications include Autodesk, Inc., Nemetschek SE, and Trimble Inc.; • our key competitors in project delivery systems include Autodesk, Inc. and Oracle Corporation; and (1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR growth rate. 12 • our key competitors in asset performance systems include Aspen Technology, Inc., the AVEVA unit of Schneider Electric, Esri, and GE Vernova.
E365 subscriptions require a Cloud Services Subscription (“CSS”) (as described below) and are charged to accounts primarily based upon daily usage or elective subscriptions, dependent on product. They are also inclusive of “Success Plans” (described below).
Our E365 subscription is an all‑inclusive global consumption‑based plan which provides access to our comprehensive portfolio of solutions with uniform pricing across all countries. E365 subscriptions require a Cloud Services Subscription (“CSS”) (as described below) and are charged to accounts primarily based upon daily usage or elective subscriptions, dependent on product. They are also inclusive of “Success Plans” (described below).
Cohesive represents our own investment to create a captive “digital integrator” to prove business models that we can subsequently impart to engineering services firms, accelerating the adoption of intelligent digital twin solutions. Our Accounts We provide our software solutions to over 41,000 accounts in 194 countries worldwide.
Our asset performance services, including our Cohesive business, which implements IBM Maximo globally, represent our own “digital integrator” capabilities to prove business models that we can subsequently impart to engineering services firms, accelerating the adoption of infrastructure digital twin solutions. Our Accounts We provide our software solutions to over 41,000 accounts in 189 countries worldwide.
Patent and Trademark Office and in several jurisdictions outside the U.S. Our Production and Suppliers Our principal supplier of cloud services is Microsoft, with whom we have entered into a multi-year contract for a committed level of expenditures for Azure. We are in negotiations with additional cloud services providers to expand our delivery capabilities and optimize costs.
Our Production and Suppliers Our principal supplier of cloud services is Microsoft, with whom we have entered into a multi-year contract for a committed level of expenditures for Azure. We added Google Cloud as a cloud service provider in 2024 to expand our delivery capabilities and optimize costs.
Working collaboratively with our accounts, our User Success specialists, consisting of over 600 colleagues, most with domain experience and credentials in infrastructure engineering, deliver Success Plans through structured engagements based on explicit and standardized “Success Blueprints” that include virtual or in‑person engagements with subject matter experts.
Working collaboratively with our accounts, approximately 800 colleagues, most with domain experience and credentials in infrastructure engineering, deliver Success Plans through structured engagements based on explicit and standardized “Success Blueprints” that include virtual or in‑person engagements with subject matter experts. Success Plans, based on allotted credits toward multiple Success Blueprints per calendar quarter, are bundled into our E365 subscription.
(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR growth rate. 11 Our Acquisitions Since our founding, we have purposefully pursued a strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, including 22 acquisitions over the past three years.
(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR growth rate. 11 We do not have material account concentration.
Powered by the iTwin Platform and Bentley’s infrastructure schemas and thus seamlessly integrating with Bentley Open applications, Bentley Infrastructure Cloud enables better creation, delivery, and ongoing operation of better infrastructure, through complete and evergreen digital twins. Bentley iTwin Platform.
Powered by our platform and infrastructure schemas and thus seamlessly integrating with Bentley Open applications, Bentley Infrastructure Cloud enables better creation, delivery, and ongoing operation of better infrastructure, through complete and evergreen digital twins. Bentley Asset Analytics . Our asset analytics solutions unlock real-time insights and time-saving automation through AI-powered infrastructure digital twins to optimize asset performance and workflows.
We look forward to sharing updates for our full year 2023 performance in our next ESG report, scheduled to be published in the second quarter of 2024. To learn more, visit our ESG website at https://www.bentley.com/company/esg-overview/. The information posted on this website is not incorporated into this Annual Report on Form 10‑K.
Our approach to effective governance is to ensure the highest level of accountability and compliance rigor. We look forward to sharing updates for our full year 2024 performance in our next Impact Report, scheduled to be published in the second quarter of 2025. To learn more, visit our ESG website at www.bentley.com/company/esg-overview/.
We also plan to assess appropriate occasions for seeking patent and other intellectual property protections for aspects of our technology and solutions that we believe constitute innovations providing significant competitive advantages. We have registered 171 trademarks, including “Bentley,” the Bentley logo, “AssetWise,” “Bentley Infrastructure Cloud,” “Bentley Open,” “iTwin,” “MicroStation,” “ProjectWise,” “Seequent,” “SYNCHRO,” and “Virtuosity,” with the U.S.
We also plan to assess appropriate occasions for seeking patent and other intellectual property protections for aspects of our technology and solutions that we believe constitute innovations providing significant competitive advantages, both domestically and outside of the U.S.
These include industry‑leading earth modeling, subsurface‑data management, and geoprofessional team collaboration software and geotechnical products that supplement visible built-asset representations above ground with more probabilistic modeling of subsurface conditions – deepening the potential of infrastructure digital twins.
Geoprofessional Applications . Our Seequent applications support modeling and simulation to help geoprofessionals and infrastructure engineers develop a detailed understanding, and take full account of, near and deep subsurface conditions. These include industry‑leading earth modeling, subsurface‑data management, and geoprofessional team collaboration software and geotechnical products that supplement visible built-asset representations above ground with more probabilistic modeling of subsurface conditions.
Success Plans, based on allotted credits toward multiple Success Blueprints per calendar quarter, are bundled into our E365 subscription. We also offer specialized digital integration services and consulting through our Cohesive business unit (described in more detail below), primarily to accounts that use IBM Maximo and our AssetWise solutions for managing their infrastructure asset operations and maintenance.
We also offer specialized asset performance services, including through our Cohesive business (described in more detail below), primarily to accounts that use IBM Maximo and our AssetWise solutions for infrastructure asset operations and maintenance.
(1) Refer to the section titled “Key Business Metrics” included in Part II, Item 7 of this Annual Report on Form 10‑K for additional information, including our definition and our use of ARR growth rate. 12 The principal competitive factors affecting our market include: • product features, performance, and effectiveness; • reliability and security; • openness and the ability to integrate with other technologies; • price, commercial model, and total cost of use; and • brand awareness and reputation.
The principal competitive factors affecting our market include: • product features, performance, and effectiveness; • reliability and security; • openness and the ability to integrate with other technologies; • price, commercial model, and total cost of use; and • brand awareness and reputation.
Moreover, we believe that due to the comprehensiveness of our offerings across project and asset lifecycles, infrastructure digital twins and newly enabled digital workflows spanning design, construction, and operations will most particularly benefit our users and enhance our competitiveness. 9 Our Commercial Offerings Licensing and Subscriptions We offer a variety of licensing and subscription options so that users can choose what works best for them, their project, and their organization.
Moreover, we believe that due to the comprehensiveness of our offerings across the infrastructure lifecycle, infrastructure digital twins and newly enabled digital workflows spanning design, construction, and operations will most particularly benefit our users and enhance our competitiveness. 9 This includes the increasing use of AI, which represents a paradigm shift for infrastructure sectors, which create massive amounts of data during design, construction, and operations.
We strive to build a culture where all colleagues feel a sense of belonging so that they can fully realize their potential and produce their best work. We have developed programs in the workplace and continue to invest in diversity partnerships so that our colleagues and communities can thrive.
We strive to build a culture where all colleagues feel a sense of belonging so that they can fully realize their potential and produce their best work. Our executive management are key partners in providing access to resources and our leadership team by acting as executive sponsors for our colleague resource groups.
No account, including any group of accounts under common control or accounts that are affiliates of each other, represented more than 2.0% of our total revenues in 2023 or 2022, or more than 2.5% of our total revenues in 2021.
No account, including any group of accounts under common control or accounts that are affiliates of each other, represented more than 2% of our total revenues in 2024, 2023, or 2022. Our Acquisitions Since our founding, we have purposefully pursued a strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, including 12 acquisitions over the past three years.
Using digital twins, our users can more fully extend digital workflows across the entire infrastructure lifecycle, increasing the value of infrastructure engineers’ work. Bentley iTwin Platform powers Bentley Infrastructure Cloud to add digital twin capabilities to our offerings for project delivery, construction, and asset operations.
Using digital twins, our users can more fully extend digital workflows across the entire infrastructure lifecycle, increasing the value of infrastructure engineers’ work. The platform was augmented through the acquisition of Cesium in September 2024.
Bentley Infrastructure Cloud , provided via cloud and hybrid environments, extends enterprise collaboration during project delivery, and helps manage engineering information during operations and maintenance. Powering these products and solutions is iTwin Platform , our cloud‑native technology platform to create, curate, and leverage infrastructure digital twins.
Bentley Infrastructure Cloud , provided via cloud and hybrid environments, extends enterprise collaboration during project delivery, and helps manage engineering information during operations and maintenance. Bentley Asset Analytics solutions automatically detect and analyze issues to trigger key operational workflows, improving overall asset performance.
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Geoprofessional Applications . Our geoprofessional applications support modeling and simulation to help engineers and scientists develop a detailed understanding, and take full account of, near and deep subsurface conditions.
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Powering these products is our Cesium and iTwin Platform , our cloud‑native technology platform to create, curate, and leverage infrastructure digital twins, which was augmented through the acquisition of Cesium in September 2024.
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It also supports an emerging ecosystem of third‑party developers who use iTwin.js, an open‑source development library, to develop desktop, mobile, or web apps that leverage the iTwin Platform or that augment our iTwin products or those from third parties. Some capabilities of the iTwin Platform are offered as discrete iTwin products.
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Through our platform, our existing products are becoming increasingly iTwin -enabled to take advantage of digital twin capabilities, and we are developing a new generation of iTwin -native, data-centric applications that leverage artificial intelligence (“AI”) to increase engineering productivity.
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For larger organizations with centralized management of their engineering software portfolio, we offer our Enterprise 365 (“E365”) subscription. Our E365 subscription is an all‑inclusive global consumption‑based plan which provides access to our comprehensive portfolio of solutions with uniform pricing across all countries.
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These solutions are applied to specific asset types and use cases. Bentley Asset Analytics solutions include: • Blyncsy , for inspecting and detecting roadway conditions; • Bridge Monitoring , for identifying and classifying bridge defects; • Dam Monitoring , for assessing, monitoring, and analyzing risks to dams; and • OpenTower iQ , for creating digital twins of cell tower infrastructure.
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As of December 31, 2023, we had 168 patents granted and 60 patents pending in the U.S., the first of which expires on June 28, 2024, and 33 patents granted and 59 patents pending internationally, the first of which expires on January 12, 2025.
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Cesium technology is used to develop powerful 3D applications of the land, sea, sky, and space—helping organizations understand their assets, environments, and operations in a 3D geospatial context.
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In 2023, our patent committee reviewed 16 invention disclosures submitted by our software developers, and filed 15 U.S. and 12 foreign patent applications, while 14 U.S. and six foreign patents were granted.
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The combination of the iTwin Platform and Cesium enables developers to seamlessly align 3D geospatial data with engineering, enterprise, and operational data to create digital twins with astonishing user experiences that scale from vast infrastructure networks to the millimeter-accurate details of individual assets.
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Included in our report were the results of our first materiality assessment, key objectives related to our priority topics, and new disclosure areas aligned with leading reporting frameworks and standards. We have enhanced our disclosures and reporting, including better defining our handprint (i.e., our users’ positive impacts empowered by using Bentley software) and sharing progress on key goals.
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Through our platform, we are adding digital twin capabilities to our other offerings to enable users to better leverage data throughout the infrastructure lifecycle. The platform also supports a thriving ecosystem of third‑party developers who use our open‑source tools to develop applications for the built and natural environment.
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Regarding our handprint, the United Nations’ SDGs focus on sustainable outcomes, providing a framework and inspiration for business policies and purpose. Combining the concepts of ESG and SDGs, we focus on “ES(D)G,” empowering sustainable development goals, by helping our users realize outcomes that are more sustainable, predictable, and resilient.
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With tens of thousands of developers, Cesium is the de-facto developer platform for 3D geospatial applications. The combination of the iTwin Platform and Cesium provides new opportunities for growth and value creation for this developer ecosystem. Additionally, some capabilities of the platform are offered as discrete iTwin products.
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We have held interactive sessions with our executives, emerging leaders, and talent acquisition teams in fostering inclusion and belonging and eliminating unconscious bias, and have implemented training for hiring managers to ensure fairness in the interview process. Additional information on our diversity, equity, and inclusion programs can be found on our website at www.bentley.com/en/about-us/diversity-equity-inclusion.
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Comprehensiveness of Our Offerings Our offerings are comprehensive across professional disciplines, infrastructure sectors, geographies, and the infrastructure lifecycle, resulting in what we believe to be durable competitive advantages: Professional Disciplines .
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Infrastructure organizations can leverage AI during the design phase and reuse their data to automate repetitive tasks, such as documentation and annotation, enabling engineers to focus on higher-value activities. For example, Bentley’s OpenSite+, the first engineering application leveraging generative AI for civil site design, includes a design copilot to drive new levels of productivity and accuracy.
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By applying AI during the operations phase, infrastructure data can be analyzed for deeper insights. For example, Bentley Asset Analytics solutions include AI agents that automatically identify maintenance issues and recommend preventive action, avoiding costly breakdowns or safety hazards.
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Our Commercial Offerings Licensing and Subscriptions We offer a variety of licensing and subscription options so that users can choose what works best for them, their project, and their organization. For larger organizations with centralized management of their engineering software portfolio, we offer our Enterprise 365 (“E365”) subscription.
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Despite the foregoing, our intellectual property rights may not be successfully asserted in the future or may be invalidated, circumvented or challenged by third parties. Moreover, the laws and enforcement of the laws of various foreign countries where our products are licensed do not protect our intellectual property rights to the same extent as U.S. laws.
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Enforcement of intellectual property rights against alleged infringers could lead to costly litigation and counterclaims, and our inability or perceived inability to protect our proprietary information could harm our business.
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While we have recovered some revenue resulting from the unauthorized use of our software solutions, we are unable to measure the full extent to which unauthorized use of our software products exists.
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Our greatest opportunity for impact is through the products and services we provide that empower our users to achieve the United Nations’ Sustainable Development Goals. Our global colleagues are our greatest asset, and our impact is fueled by their passion and determination. We have a responsibility to support the success and wellbeing of our colleagues.
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We also have a passion for supporting the communities where we work and operate, through our Bentley Education and Bentley Giving programs. We are committed to helping prepare the next generation of infrastructure professionals to realize our vision of a better and more resilient future.
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Our impact strategy is rooted in our passion for advancing infrastructure challenges by enabling the building of a better world. The four pillars of this strategy include: • Handprint .
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The ways in which we empower our users to design, build, and operate sustainable infrastructure and collaborate across enterprises to create a better and more resilient future for all; • Environmental . The actions we are taking to minimize environmental impacts across the business by closely managing, monitoring, and improving our operations; • Social .
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The programs and processes that foster an inclusive culture where our colleagues and communities can thrive and do the best work of their careers, as well as the ways we are helping to grow the pipeline of infrastructure engineers through education, recruitment, and community engagement; and • Governance .
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The information posted on this website is not incorporated into this Annual Report on Form 10‑K. 14 Human Capital Management Our colleagues are a key success factor in driving our continued growth.
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Our Inclusion, Diversity, and Equity Alliance (“IDEA”) program includes colleague-led resource groups that empower their members to join peers from across the business and the globe to foster belonging and inclusion.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeUnder the FCPA, U.S. companies may be held liable for corrupt actions taken by employees, strategic or local partners, or other representatives. In addition, the government may seek to rely on a theory of successor liability and hold us responsible for FCPA violations committed by companies or associated with assets that we acquire.
Biggest changeIn addition, the government may seek to rely on a theory of successor liability and hold us responsible for FCPA violations committed by companies or associated with assets that we acquire. 25 We are subject to governmental sanctions compliance, and export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls.
If our accounts do not renew their subscriptions or if they renew on less favorable terms, our revenues may decline, which could harm our business, financial condition, and results of operations. 18 Consolidation among our accounts and other enterprises in the markets in which we operate may result in a loss of business.
If our 18 accounts do not renew their subscriptions or if they renew on less favorable terms, our revenues may decline, which could harm our business, financial condition, and results of operations. Consolidation among our accounts and other enterprises in the markets in which we operate may result in a loss of business.
Other consequences include negative publicity and harm to business reputation, increased government scrutiny (including intrusive audits, and increased difficulty obtaining government licenses and approvals), and/or remedial compliance measures as a condition of settling government charges. 25 We may face exposure to product or professional liability claims that could cause us to be liable for damages.
Other consequences include negative publicity and harm to business reputation, increased government scrutiny (including intrusive audits, and increased difficulty obtaining government licenses and approvals), and/or remedial compliance measures as a condition of settling government charges. We may face exposure to product or professional liability claims that could cause us to be liable for damages.
Uncertainty regarding economic and political conditions may negatively impact us as accounts defer spending or postpone infrastructure projects in response to tighter credit, higher unemployment, higher interest rates, higher inflation, financial market volatility, government austerity programs, negative financial news, declining 29 valuations of investments, and other factors.
Uncertainty regarding economic and political conditions may negatively impact us as accounts defer spending or postpone infrastructure projects in response to tighter credit, higher unemployment, higher interest rates, higher inflation, financial market volatility, government austerity programs, negative financial news, declining valuations of investments, and other factors.
Depending on the results of our assessment, we could be required to record a significant impairment charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets was determined, negatively impacting our results of operations. 30 Item 1B. Unresolved Staff Comments None.
Depending on the results of our assessment, we could be required to record a significant impairment charge in our consolidated financial statements during the period in which any impairment of our goodwill or amortizable intangible assets was determined, negatively impacting our results of operations. Item 1B. Unresolved Staff Comments None.
Any inability to make scheduled payments or meet the financial covenants in the agreement governing the Credit Facility would adversely affect our business. 26 We may incur substantial additional debt, which could exacerbate the risks described above. We may incur additional debt in the future.
Any inability to make scheduled payments or meet the financial covenants in the agreement governing the Credit Facility would adversely affect our business. We may incur substantial additional debt, which could exacerbate the risks described above. We may incur additional debt in the future.
If we fail to comply with these covenants or to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.
If we fail to comply with these covenants or 27 to make payments under our indebtedness when due, then we would be in default under that indebtedness, which could, in turn, result in that and our other indebtedness becoming immediately payable in full.
As of December 31, 2023, without giving effect to any potential adjustments to the conversion rate set forth in the indenture or any limits on conversion, and assuming our Class B common stock is trading at or above $64.13 per share for the 2026 Notes and $83.23 per share for the 2027 Notes, 10,725,557 and 6,908,567 shares of our Class B common stock would be issuable upon a full conversion of the 2026 Notes and 2027 Notes, respectively.
As of December 31, 2024, without giving effect to any potential adjustments to the conversion rate set forth in the indenture or any limits on conversion, and assuming our Class B common stock is trading at or above $64.13 per share for the 2026 Notes and $83.23 per share for the 2027 Notes, 10,725,557 and 6,908,567 shares of our Class B common stock would be issuable upon a full conversion of the 2026 Notes and 2027 Notes, respectively.
If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time.
If we are unable to generate such cash flows, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt, or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time.
Refer to the section titled “Liquidity and Capital Resources” included in Part II, Item 7 of this Annual Report on Form 10‑K. Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
Refer to the section titled “Liquidity and Capital Resources” included in Part II, Item 7 of this Annual Report on Form 10‑K. Servicing our debt requires a significant amount of cash, and we may not have sufficient cash flows from our business to pay our substantial debt.
It also contains certain financial covenants, including a covenant requiring us not to permit the net leverage ratio to exceed 3.00 to 1.00 and a covenant requiring the fixed charge coverage ratio for any period of four consecutive fiscal quarters to not be less than 3.00 to 1.00, and financial reporting requirements.
It also contains certain financial covenants, including a covenant requiring us not to permit the net senior secured leverage ratio to exceed 3.00 to 1.00 and a covenant requiring the fixed charge coverage ratio for any period of four consecutive fiscal quarters to not be less than 3.00 to 1.00, and financial reporting requirements.
In addition, there is no guarantee that we will be able to generate sufficient cash flow or revenues to meet these financial covenants or pay the principal and interest on any debt. Furthermore, there is no guarantee that future working capital, borrowings, or equity financing will be available to repay or refinance any debt.
In addition, there is no guarantee that we will be able to generate sufficient cash flows or revenues to meet these financial covenants or pay the principal and interest on any debt. Furthermore, there is no guarantee that future working capital, borrowings, or equity financing will be available to repay or refinance any debt.
Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures.
Our business may not continue to generate cash flows from operations in the future sufficient to service our debt and make necessary capital expenditures.
A portion of our revenues are from sales by our channel partners and we could be subject to loss or liability based on their actions. Sales through our global network of independent regional channel partners accounted for 8% of our total revenues for the years ended December 31, 2023, 2022, and 2021.
A portion of our revenues are from sales by our channel partners and we could be subject to loss or liability based on their actions. Sales through our global network of independent regional channel partners accounted for 7%, 8%, and 8% of our total revenues for the years ended December 31, 2024, 2023, and 2022, respectively.
Under the if‑converted method, diluted earnings per share will be calculated assuming that all the 2026 Notes and 2027 Notes are converted solely into shares of Class B common stock at the beginning of the reporting period, unless the result would be anti‑dilutive.
Under the if‑converted method, diluted earnings per share will be calculated assuming that all the 2026 Notes and 2027 Notes are converted solely into shares of Class B common stock at the beginning of the reporting period, unless the result would be anti‑dilutive. The application of the if‑converted method will reduce our reported diluted earnings per share.
There are significant costs and restrictions associated with the repatriation of cash from our non-U.S. operations. Our cash and cash equivalents balances are concentrated in a few locations around the world, with approximately 95% of those balances held outside of the U.S. as of December 31, 2023 and 2022.
There are significant costs and restrictions associated with the repatriation of cash from our non-U.S. operations. Our cash and cash equivalents balances are concentrated in a few locations around the world, with approximately 96% and 95% of those balances held outside of the U.S. as of December 31, 2024 and 2023, respectively.
Approximately 58%, 58%, and 59% of our total revenues were from outside the U.S. for the years ended December 31, 2023, 2022, and 2021, respectively. We anticipate that revenues from accounts outside the U.S. will continue to comprise a majority of our total revenues for the foreseeable future.
Approximately 58% of our total revenues were from outside the U.S. for the years ended December 31, 2024, 2023, and 2022. We anticipate that revenues from accounts outside the U.S. will continue to comprise a majority of our total revenues for the foreseeable future.
Furthermore, concerns regarding privacy, data protection, and information security may cause our accounts’ customers to resist providing the data necessary to allow our accounts to use our services effectively.
Furthermore, concerns regarding privacy, data protection, cross-border data flows, and information security may cause our accounts’ customers to resist providing the data necessary to allow our accounts to use our services effectively.
Approximately 18%, 18%, and 19% of our total revenues for the years ended December 31, 2023, 2022, and 2021 relate to infrastructure projects in APAC, including China.
Approximately 18% of our total revenues for the years ended December 31, 2024, 2023, and 2022 relate to infrastructure projects in APAC, including China.
Our amended and restated credit agreement, entered into on December 19, 2017 (the “Credit Facility”), contains certain restrictive covenants that limit our ability to, among other things, incur indebtedness other than amounts under the Credit Facility and specified baskets, incur additional liens, merge or consolidate with other companies or consummate certain changes of control, enter into new lines of business, pay dividends to our stockholders, repurchase our common stock and outstanding indebtedness, make investments in and acquire other businesses, and transfer or dispose of assets.
Our second amended and restated credit agreement, entered into on October 18, 2024 with a syndicate of banks (the “Credit Facility”), contains certain restrictive covenants that limit our ability to, among other things, incur indebtedness other than amounts under the Credit Facility and specified baskets, incur additional liens, merge or consolidate with other companies or consummate certain changes of control, enter into new lines of business, pay dividends to our stockholders, repurchase our common stock and outstanding indebtedness, make investments in and acquire other businesses, and transfer or dispose of assets.
Although, we monitor the regulatory environment and have invested in addressing these developments, operating in an increasingly complex regulatory landscape may impact our innovation and business drivers in developing new and emerging technologies (e.g., artificial intelligence and machine learning).
Although, we monitor the regulatory environment and have invested in addressing these developments, operating in an increasingly complex regulatory landscape may impact our innovation and business drivers in developing new and emerging technologies (e.g., AI).
Political instability or adverse political developments, including, without limitation, as a result of or in connection with trade relations between the U.S. and China, as well as terrorist attacks, cyber events, armed conflicts (or the threat or escalation thereof), bank failures, civil unrest, espionage, natural disasters, epidemics, and pandemics in any of the countries in which we do business could harm our business, financial condition, and results of operations.
Political instability or adverse political developments, including, without limitation, as a result of or in connection with trade relations between the U.S. and China, as well as terrorist attacks, cyber events, armed conflicts (or the threat or escalation thereof), bank failures, civil unrest, espionage, natural disasters, epidemics, and pandemics in any of the countries in which we do business could harm our business, financial condition, and results of operations. 30 Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results of operations.
Further, our operations outside the U.S. are subject to legal, regulatory, social, political, economic, and other risks inherent in international business operations, including, without limitation, local product preference and product requirements, trade protection measures, sanctions, quotas, embargoes, import and export licensing requirements, duties, tariffs or surcharges and more stringent regulations relating to privacy and data security and access to, or use of, commercial and personal information, such as the General Data Protection Regulation (the “GDPR”) applicable in the European Union (the “E.U.”), the Personal Information Protection Law (the “PIPL”) applicable in China, and Brazil’s General Data Protection Law (the “LGPD”). 17 The occurrence of any one of these risks could negatively affect our international business and, consequently, our business, financial condition, and results of operations.
Further, our operations outside the U.S. are subject to legal, regulatory, social, political, economic, and other risks inherent in international business operations, including, without limitation, local product preference and product requirements, trade protection measures, sanctions, quotas, embargoes, import and export licensing requirements, duties, tariffs or surcharges and more stringent regulations relating to privacy and data security and access to, or use of, commercial and personal information. 17 The occurrence of any one of these risks could negatively affect our international business and, consequently, our business, financial condition, and results of operations.
Borrowings under the Credit Facility are secured by a first priority security interest in substantially all of our U.S. assets and 65% of the stock of our foreign subsidiaries owned by a party to the agreement governing the Credit Facility.
Borrowings under the Credit Facility are secured by a first priority security interest in substantially all of our U.S. assets and 65% of the stock of our and certain of our subsidiaries’ foreign subsidiaries.
If we fail to manage these dynamics successfully, our gross margins and profitability could be adversely affected. 24 We are subject to legal proceedings and regulatory inquiries, and we may be named in additional legal proceedings or become involved in regulatory inquiries in the future, any of which may be costly, distracting to our core business and could result in an unfavorable outcome, or harm on our business, financial condition, results of operations, cash flows, or the trading price for our securities.
We are subject to legal proceedings and regulatory inquiries, and we may be named in additional legal proceedings or become involved in regulatory inquiries in the future, any of which may be costly, distracting to our core business and could result in an unfavorable outcome, or harm on our business, financial condition, results of operations, cash flows, or the trading price for our securities.
This activity could cause or avoid an increase or a decrease in the market price of our Class B common stock. 28 The dual class structure of our common stock has the effect of concentrating voting control with the Bentley Control Group (the Bentleys and certain of their family members, trusts or other permitted transferees, as well as all other holders of our Class A common stock in respect of such shares of Class A common stock, who collectively are acting as a group).
The dual class structure of our common stock has the effect of concentrating voting control with the Bentley Control Group (the Bentleys and certain of their family members, trusts or other permitted transferees, as well as all other holders of our Class A common stock in respect of such shares of Class A common stock, who collectively are acting as a group).
Further, we anticipate that revenues from accounts outside of the U.S. will continue to comprise the majority of our total revenues for the foreseeable future. Because of our international activities, we have revenues, expenses, cash, accounts receivable and payment obligations denominated in foreign currencies.
As we continue to expand our presence in international regions, the portion of our revenues, expenses, cash, accounts receivable, and payment obligations denominated in foreign currencies continues to increase. Further, we anticipate that revenues from accounts outside of the U.S. will continue to comprise the majority of our total revenues for the foreseeable future.
Bentley, collectively (the “Bentleys”), certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families) constitutes an event of default.
Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P. Bentley, collectively (the “Bentleys”), certain other family members and trusts and other entities controlled by or primarily for the benefit of the Bentleys and their families) constitutes an event of default.
Failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand. Our future success and competitive position depend in large part on our ability to protect our intellectual property and proprietary technologies.
Our future success and competitive position depend in large part on our ability to protect our intellectual property and proprietary technologies.
Governments, regulators, privacy advocates, plaintiffs’ attorneys, and our users and accounts are increasingly focused on how companies collect, process, use, store, share, and transmit personal data.
Further, we collect and otherwise process personal data of our global employees and contractors. 22 Governments, regulators, privacy advocates, plaintiffs’ attorneys, and our users and accounts are increasingly focused on how companies collect, process, use, store, share, and transmit personal data.
The beneficial owners of our Class A common stock together hold approximately 54.0% of the voting power of our outstanding common stock as of December 31, 2023.
The beneficial owners of our Class A common stock together hold approximately 53.5% of the voting power of our outstanding common stock as of December 31, 2024.
The application of the if‑converted method will reduce our reported diluted earnings per share. 27 Furthermore, if any of the conditions to the convertibility of the 2026 Notes and/or the 2027 Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2026 Notes and/or the 2027 Notes as a current, rather than long‑term, liability.
Furthermore, if any of the conditions to the convertibility of the 2026 Notes and/or the 2027 Notes is satisfied, then we may be required under applicable accounting standards to reclassify the liability carrying value of the 2026 Notes and/or the 2027 Notes as a current, rather than long‑term, liability.
If we fail to maintain these licenses or are unable to secure alternative licenses on reasonable terms, our business could be adversely affected. We license third-party technologies to develop certain of our products, and, in some cases, we incorporate third‑party technologies into our own software solutions, including technologies owned by our competitors.
We license third‑party technologies for the development of certain of our software solutions, and, in some instances, we incorporate third‑party technologies, including open source software, into our software solutions. If we fail to maintain these licenses or are unable to secure alternative licenses on reasonable terms, our business could be adversely affected.
The risk of a security breach or disruption, particularly through cyber‑attack or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased.
Although we devote resources to maintaining our security and integrity, we may not prevent security incidents. 21 The risk of a security breach or disruption, particularly through cyber‑attack or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased.
Certain of our services involve the storage and transmission of accounts’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation, and possible liability. Although we devote resources to maintaining our security and integrity, we may not prevent security incidents.
Certain of our services involve the storage and transmission of accounts’ proprietary information, and security breaches could expose us to a risk of loss of this information, litigation, and possible liability.
In addition, even if holders do not elect to convert their 2026 Notes and/or their 2027 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes and/or the 2027 Notes as a current, rather than long‑term, liability, which would result in a material reduction of our net working capital.
In addition, even if holders do not elect to convert their 2026 Notes and/or their 2027 Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the 2026 Notes and/or the 2027 Notes as a current, rather than long‑term, liability, which would result in a material reduction of our net working capital. 28 Conversion of the 2026 Notes and/or the 2027 Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their 2026 Notes and/or their 2027 Notes, or may otherwise depress the price of our Class B common stock.
For the years ended December 31, 2023, 2022, and 2021, 35%, 36%, and 47%, respectively, of our total revenues were denominated in a currency other than the U.S. dollar. As a result, we are subject to currency exchange risk.
Because of our international activities, we have revenues, expenses, cash, accounts receivable and payment obligations denominated in foreign currencies. For the years ended December 31, 2024, 2023, and 2022, 34%, 35%, and 36%, respectively, of our total revenues were denominated in a currency other than the U.S. dollar. As a result, we are subject to currency exchange risk.
Our accounts expect us to meet voluntary certification or other standards established by third parties or imposed by the accounts themselves. If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our solutions to certain accounts and could harm our business.
If we are unable to maintain these certifications or meet these standards, it could adversely affect our ability to provide our solutions to certain accounts and could harm our business.
Any claims or proceedings against us, regardless of whether meritorious, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements, any of which could harm our business, financial condition, and results of operations.
Any claims or proceedings against us, regardless of whether meritorious, could be time consuming, result in costly litigation, require significant amounts of management time, result in the diversion of significant operational resources, or require us to enter into royalty or licensing agreements, any of which could harm our business, financial condition, and results of operations. 24 Risks Related to Regulation and Litigation Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products and services and the cost of conducting our business, which could harm our business, financial condition, and results of operations.
Increasingly stringent and growing data protection and privacy laws with respect to cloud computing, cross‑border data transfer restrictions, and other restrictions may apply to our business and non‑compliance with such rules may limit the use and adoption of our services, adversely affect our business, or expose us to increased liability.
Increasingly regulatory focus on privacy, data protection, cross-border data flows, and information security issues, and new and expanding laws may apply to our business and non‑compliance with such rules may limit the use and adoption of our services, adversely affect our business, or expose us to increased liability.
We may also share accounts’ personal data with certain third parties as described in the privacy policy provided to each account. We may also share accounts’ personal data with certain third parties as described in the privacy policy provided to each account. Further, we collect and otherwise process personal data of our global employees and contractors.
We may also share accounts’ personal data with certain third parties as described in the privacy statement provided to each account. We may also share accounts’ personal data with certain third parties as described in the privacy statement provided to each account.
Even the perception that the privacy of data is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our software solutions or services, and could limit adoption of our cloud‑based solutions. 23 We license third‑party technologies for the development of certain of our software solutions, and, in some instances, we incorporate third‑party technologies, including open source software, into our software solutions.
Even the perception that the privacy of data is not satisfactorily protected or does not meet regulatory requirements could inhibit sales of our software solutions or services, and could limit adoption of our cloud‑based solutions.
We are subject to governmental export and import controls that could impair our ability to compete in international markets or subject us to liability if we violate the controls. Our offerings may be subject to U.S. export controls and economic sanctions laws and regulations that restrict the delivery of our solutions and services to certain locations, governments, and persons.
Our offerings may be subject to U.S. export controls and economic sanctions laws and regulations that restrict the delivery of our solutions and services to certain locations, governments, and persons.
The impact of cyber‑attacks could disrupt the proper functioning of our software solutions or services, cause errors in the output of our accounts’ work, allow unauthorized access to sensitive, proprietary, or confidential information of ours or our accounts, and other destructive outcomes. 21 Additionally, third parties may attempt to fraudulently induce colleagues or accounts into disclosing sensitive information such as user names, passwords, or other information in order to gain access to our accounts’ data, our data, or our IT systems.
The impact of cyber‑attacks could disrupt the proper functioning of our software solutions or services, cause errors in the output of our accounts’ work, allow unauthorized access to sensitive, proprietary, or confidential information of ours or our accounts, and other destructive outcomes.
We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. We sell our solutions in 194 countries, primarily through a direct sales force located throughout the world.
We are exposed to fluctuations in currency exchange rates that could negatively impact our financial results and cash flows. We sell our solutions in 189 countries, primarily through a direct sales force located throughout the world. Approximately 58% of our total revenues were from outside the U.S. for the years ended December 31, 2024, 2023, and 2022.
Malicious third parties may also conduct attacks designed to temporarily deny accounts access to our services. Any security breach could result in a loss of confidence in the security of our products and services, damage our reputation, negatively impact our future sales, disrupt our business, and lead to regulatory inquiry and legal liability.
Any security breach could result in a loss of confidence in the security of our products and services, damage our reputation, negatively impact our future sales, disrupt our business, and lead to regulatory inquiry and legal liability. Failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.
In addition, we are a “controlled company” for the purposes of Nasdaq Listing Rules, which provides us with exemptions from certain of the corporate governance standards imposed by the rules of The Nasdaq Global Select Market.
The Bentley Control Group may also have interests that differ from those of other stockholders and may vote in a way with which other stockholders disagree and which may be adverse to such other stockholders’ interests. 29 In addition, we are a “controlled company” for the purposes of Nasdaq Listing Rules, which provides us with exemptions from certain of the corporate governance standards imposed by the rules of The Nasdaq Global Select Market.
Around the world, there are numerous lawsuits in process against various technology companies that process personal data. If those lawsuits are successful, it could increase the likelihood that we may be exposed to liability for our own policies and practices concerning the processing of personal data and could hurt our business.
If those lawsuits are successful, it could increase the likelihood that we may be exposed to liability for our own policies and practices concerning the processing of personal data and could hurt our business. 23 Our accounts expect us to meet voluntary certification or other standards established by third parties or imposed by the accounts themselves.
In addition, new and emerging state laws in the U.S. governing privacy, data protection, and information security, such as the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act, the Virginia Consumer Data Protection Act, the Colorado Privacy Act, the Utah Consumer Privacy Act, and Connecticut’s Act Concerning 22 Personal Data Privacy and Online Monitoring have been enacted.
In addition, new and emerging state laws in the U.S. governing privacy, data protection, and information security, such as the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), and numerous laws in other states, many of which provide for obligations similar to the CCPA and CPRA, have been enacted.
Risks Related to Our Indebtedness Our credit agreement, as amended, contains restrictive covenants that may limit our operating flexibility, and certain changes in ownership of equity interests in us by the Bentley Family (Barry J. Bentley, Gregory S. Bentley, Keith A. Bentley, Raymond B. Bentley, and Richard P.
There is no assurance that our insurance coverage will be adequate to cover incurred liabilities or that we will be able to obtain acceptable product and professional liability coverage in the future. 26 Risks Related to Our Indebtedness Our credit agreement, as amended, contains restrictive covenants that may limit our operating flexibility, and certain changes in ownership of equity interests in us by the Bentley Family (Barry J.
Globally, laws such as the GDPR in the European Economic Area, the LGPD in Brazil, and the PIPL in China, impose obligations directly on us as both a data controller and a data processor, as well as on many of our users.
Globally, laws such as the General Data Protection Regulation (the “GDPR”) in the European Union (the “E.U.”) and the Personal Information Protection Law (the “PIPL”) in China have been enacted, and numerous other countries have proposed or have enacted laws concerning privacy, data protection, data sovereignty, and information security; these laws impose obligations directly on us as both a data controller and a data processor, as well as on many of our users.
Removed
Approximately 58%, 58%, and 59% of our total revenues were from outside the U.S. for the years ended December 31, 2023, 2022, and 2021, respectively. As we continue to expand our presence in international regions, the portion of our revenues, expenses, cash, accounts receivable, and payment obligations denominated in foreign currencies continues to increase.
Added
We incorporate artificial intelligence and machine learning (collectively “AI” herein this item) into our software solutions and offerings, and challenges with properly managing its use could result in reputational harm, or liability, and adversely affect our operations. As a global software and service provider, we are increasingly building AI into many of our software solutions and offerings.
Removed
Risks Related to Regulation and Litigation Recent and potential tariffs imposed by the U.S. government or a global trade war could increase the cost of our products and services and the cost of conducting our business, which could harm our business, financial condition, and results of operations.
Added
We expect to rely on the responsible use of AI technologies to help drive future growth in our business but there can be no assurance that we will realize the anticipated growth or benefits from AI. As with many innovations, there may be slow adoption, regulatory challenges, or we may fail to appropriately implement and market our AI solutions.
Removed
There is no assurance that our insurance coverage will be adequate to cover incurred liabilities or that we will be able to obtain acceptable product and professional liability coverage in the future.
Added
AI is becoming an increasingly regulated space with a number of jurisdictions having proposed or enacted laws concerning AI. Against this regulatory backdrop, our offerings based on AI may expose us to additional lawsuits and regulatory investigations and subject us to legal liability as well as brand and reputational harm.
Removed
Conversion of the 2026 Notes and/or the 2027 Notes will dilute the ownership interest of existing stockholders, including holders who had previously converted their 2026 Notes and/or their 2027 Notes, or may otherwise depress the price of our Class B common stock.
Added
Further, research and development associated with our AI offerings may be impacted by the increasingly complex regulatory landscape by increasing the burdens and costs associated with research and development.
Removed
The Bentley Control Group may also have interests that differ from those of other stockholders and may vote in a way with which other stockholders disagree and which may be adverse to such other stockholders’ interests.
Added
Additionally, third parties may attempt to fraudulently induce colleagues or accounts into disclosing sensitive information such as user names, passwords, or other information in order to gain access to our accounts’ data, our data, or our IT systems. Malicious third parties may also conduct attacks designed to temporarily deny accounts access to our services.
Removed
Changes in existing financial accounting standards or practices, or taxation rules or practices may adversely affect our results of operations.
Added
Around the world, there are numerous lawsuits in process against various technology companies that process personal data.
Removed
We are required to evaluate our internal control over financial reporting under Section 404 of the Sarbanes‑Oxley Act of 2002 and any adverse results from such evaluation could result in a loss of investor confidence in our financial reports and have an adverse effect on our stock price.
Added
We license third-party technologies to develop certain of our products, and, in some cases, we incorporate third‑party technologies into our own software solutions, including technologies owned by our competitors.
Removed
Pursuant to Section 404 of the Sarbanes‑Oxley Act of 2002, we are required to furnish a report by our management on our internal control over financial reporting, including an assessment of the effectiveness of our internal control over financial reporting as of the end of our fiscal year.
Added
If we fail to manage these dynamics successfully, our gross margins and profitability could be adversely affected.
Removed
This assessment must include a statement as to whether or not our internal control over financial reporting is effective and disclosure of any material weaknesses in our internal control over financial reporting identified by management.
Added
Under the FCPA, U.S. companies may be held liable for corrupt actions taken by employees, strategic or local partners, or other representatives.
Removed
If our management or independent registered public accounting firm identifies one or more material weaknesses in our internal control over financial reporting, we are unable to assert that our internal control over financial reporting is effective, or our independent registered public accounting firm is unable to express an opinion that our internal controls are effective, investors could lose confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our business and stock price.
Added
This activity could cause or avoid an increase or a decrease in the market price of our Class B common stock.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

6 edited+1 added−0 removed4 unchanged
Biggest changeOur Chief Digital Officer and Chief Legal Officer, in conjunction with members of the Global IT Security team, regularly update the Board of Directors on the Company’s cybersecurity risk profile and incidents, if any, and our overall cybersecurity strategy and process improvements.
Biggest changeOur Chief Information Security Officer, Chief Technology Officer, and Chief Legal Officer regularly update the Board of Directors on the Company’s cybersecurity risk profile and incidents, if any, and our overall cybersecurity strategy and process improvements, including the results of “tabletop” exercises, as well as the Company’s insurance coverages and related matters.
As part of our overall cybersecurity strategy, as and when we detect cybersecurity threats, our Global IT Security team documents the relevant incident details, assesses the impact and severity of it, identifies the root cause and corrective actions, and communicates the incident to our CISO and any other relevant parties as needed.
As part of our overall cybersecurity strategy, as and when we detect cybersecurity threats, our Information Security Team documents the relevant incident details, assesses the impact and severity of it, identifies the root cause and corrective actions, and communicates the incident to our CISO and any other relevant parties as needed.
In doing so, our Global IT Security Team, which is comprised of dedicated privacy and security professionals and run by our Chief Information Security Officer (“CISO”), stays abreast of security industry and threat trends and regularly seeks to improve our cybersecurity risk management program.
In doing so, our Information Security Team, which is comprised of dedicated privacy and security professionals and run by our Chief Information Security Officer (“CISO”), stays abreast of security industry and threat trends and regularly seeks to improve our cybersecurity risk management program.
We also seek to address cybersecurity risks associated with our third-party vendors by making our Global IT Security team a key part of relevant vendor onboarding, whereby we conduct comprehensive risk assessments of such vendors’ cybersecurity policies and practices.
We also seek to address cybersecurity risks associated with our third-party vendors by making our Information Security Team a key part of relevant vendor onboarding, whereby we conduct comprehensive risk assessments of such vendors’ cybersecurity policies and practices.
Our full Board of Directors has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, and, in conjunction with the Audit Committee, the related effects, if any, on financial reporting and internal controls.
Our senior management makes the final materiality determinations and disclosure and other compliance decisions. 31 Our full Board of Directors has oversight responsibility for risks and incidents relating to cybersecurity threats, including compliance with disclosure requirements, and, in conjunction with the Audit Committee, the related effects, if any, on financial reporting and internal controls.
When necessary, we utilize third party auditors and consultants to assess third-party cybersecurity risks, and we consult with outside counsel as appropriate, including on materiality analysis and disclosure matters. Our senior management makes the final materiality determinations and disclosure and other compliance decisions.
When necessary, we utilize third party auditors and consultants to assess third-party cybersecurity risks, and we consult with outside counsel as appropriate, including on materiality analysis and disclosure matters.
Added
Our CISO, who has over 15 years’ experience in cybersecurity and 30 years’ experience in software engineering, design, and development, has been with the Company for more than ten years and has helped grow the Company’s Information Security Team into its current mature form.

Item 2. Properties

Properties — owned and leased real estate

3 edited+0 added−0 removed1 unchanged
Biggest changeItem 2. Properties Our corporate headquarters are located in Exton, Pennsylvania and consist of approximately 107,000 square feet of office space, of which we own approximately 76,000 square feet. We lease the remaining approximate 31,000 square feet of headquarters space with expiration dates occurring in 2024 and 2025.
Biggest changeItem 2. Properties Our corporate headquarters are located in Exton, Pennsylvania and consist of approximately 91,000 square feet of office space, of which we own approximately 76,000 square feet. We lease the remaining approximate 15,000 square feet of headquarters space, which expires in 2025. Our headquarters accommodates our principal software engineering, sales, marketing professional services, and administrative activities.
We believe that our current facilities are suitable and adequate to meet our current needs and that suitable additional or substitute space will be available as needed in the future to accommodate our operations. 31
We believe that our current facilities are suitable and adequate to meet our current needs and that suitable additional or substitute space will be available as needed in the future to accommodate our operations.
Our headquarters accommodates our principal software engineering, sales, marketing professional services, and administrative activities. In addition to our headquarters, we own one other location in India, which is used for office space, that consists of approximately 31,000 square feet. We lease facilities in an additional 111 locations in the U.S. and internationally through our foreign subsidiaries.
In addition to our headquarters, we own one other location in India, which is used for office space, that consists of approximately 31,000 square feet. We lease facilities in an additional 108 locations in the U.S. and internationally through our foreign subsidiaries.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

4 edited+2 added−0 removed5 unchanged
Biggest changeWe paid quarterly dividends of $0.05 per share of common stock during the year ended December 31, 2023 and $0.03 per share of common stock during the years ended December 31, 2022 and 2021.
Biggest changeWe paid quarterly dividends of $0.06 per share of common stock during the year ended December 31, 2024, $0.05 per share of common stock during the year ended December 31, 2023, and $0.03 per share of common stock during the year ended December 31, 2022.
See Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for more information about the terms of our common stock. Stockholders As of January 31, 2024, there were 15 holders of record of our Class A common stock and 2,199 holders of record of our Class B common stock.
See Note 13 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for more information about the terms of our common stock. Stockholders As of January 31, 2025, there were 15 holders of record of our Class A common stock and 2,195 holders of record of our Class B common stock.
Recent Sales of Unregistered Equity Securities From October 1, 2023 to December 31, 2023, we issued 564,558 shares of our Class B common stock in connection with distributions from our amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”). None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
Recent Sales of Unregistered Equity Securities From October 1, 2024 to December 31, 2024, we issued 52,568 shares of our Class B common stock in connection with distributions from our amended and restated Bentley Systems, Incorporated Nonqualified Deferred Compensation Plan (the “DCP”). None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering.
All recipients had adequate access, through their relationships with us, to information about us. The issuance of these securities were made without any general solicitation or advertising. Item 6. [Reserved] 33
All recipients had adequate access, through their relationships with us, to information about us.
Added
The issuance of these securities were made without any general solicitation or advertising. 33 Issuer Purchases of Equity Securities The following table reflects our Class B common stock we repurchased during the three months ended December 31, 2024: Total Number of Approximate Dollar Shares Purchased as Value of Shares that Total Number of Average Price Part of Publicly May Yet Be Purchased Period Shares Purchased Paid per Share Announced Plan (1) Under the Plan (2) October 1, 2024 to October 31, 2024 — $ — — $ 191,738,298 November 1, 2024 to November 30, 2024 379,996 48.90 379,996 173,154,860 December 1, 2024 to December 31, 2024 — — — 173,154,860 379,996 48.90 379,996 (1) Represents shares purchased in open‑market transactions under the repurchase program approved by our Board of Directors.
Added
(2) These amounts correspond to the plan publicly announced and approved by our Board of Directors in March 2024 that authorizes the repurchase of up to $200 million of our Class B common stock and/or outstanding convertible senior notes through June 30, 2026. Item 6. [Reserved] 34

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

98 edited+27 added−37 removed74 unchanged
Biggest changeReconciliations of constant currency non‑GAAP financial measures and their most directly comparable GAAP financial measures under the current and prior definitions are included below. 48 Reconciliation of consolidated revenues to consolidated revenues in constant currency: Current definition: Constant Currency % Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Subscriptions $ 1,080,307 $ 1,239 $ 1,081,546 $ 960,220 $ 809 $ 961,029 Perpetual licenses 46,038 563 46,601 43,377 43 43,420 Subscriptions and licenses 1,126,345 1,802 1,128,147 1,003,597 852 1,004,449 Services 102,068 684 102,752 95,485 129 95,614 Total revenues $ 1,228,413 $ 2,486 $ 1,230,899 $ 1,099,082 $ 981 $ 1,100,063 Constant Currency % Change 2021 to 2022: Year Ended December 31, 2022 Year Ended December 31, 2021 Actual Impact of Foreign Exchange at 2021 Rates Constant Currency Actual Impact of Foreign Exchange at 2021 Rates Constant Currency Subscriptions $ 960,220 $ 31,064 $ 991,284 $ 812,807 $ (19) $ 812,788 Perpetual licenses 43,377 2,220 45,597 53,080 (2) 53,078 Subscriptions and licenses 1,003,597 33,284 1,036,881 865,887 (21) 865,866 Services 95,485 3,545 99,030 99,159 (11) 99,148 Total revenues $ 1,099,082 $ 36,829 $ 1,135,911 $ 965,046 $ (32) $ 965,014 Prior definition: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange Constant Currency Actual Impact of Foreign Exchange Constant Currency Subscriptions $ 1,080,307 $ (8,095) $ 1,072,212 $ 960,220 $ 50,030 $ 1,010,250 Perpetual licenses 46,038 (107) 45,931 43,377 3,269 46,646 Subscriptions and licenses 1,126,345 (8,202) 1,118,143 1,003,597 53,299 1,056,896 Services 102,068 538 102,606 95,485 4,102 99,587 Total revenues $ 1,228,413 $ (7,664) $ 1,220,749 $ 1,099,082 $ 57,401 $ 1,156,483 49 Reconciliation of revenues by geographic region to revenues by geographic region in constant currency: Current definition: Constant Currency % Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Americas $ 650,926 $ 242 $ 651,168 $ 584,794 $ (313) $ 584,481 EMEA 353,550 (2,841) 350,709 312,804 151 312,955 APAC 223,937 5,085 229,022 201,484 1,143 202,627 Total revenues $ 1,228,413 $ 2,486 $ 1,230,899 $ 1,099,082 $ 981 $ 1,100,063 Constant Currency % Change 2021 to 2022: Year Ended December 31, 2022 Year Ended December 31, 2021 Actual Impact of Foreign Exchange at 2021 Rates Constant Currency Actual Impact of Foreign Exchange at 2021 Rates Constant Currency Americas $ 584,794 $ 860 $ 585,654 $ 483,087 $ 115 $ 483,202 EMEA 312,804 25,696 338,500 300,123 (348) 299,775 APAC 201,484 10,273 211,757 181,836 201 182,037 Total revenues $ 1,099,082 $ 36,829 $ 1,135,911 $ 965,046 $ (32) $ 965,014 Prior definition: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange Constant Currency Actual Impact of Foreign Exchange Constant Currency Americas $ 650,926 $ (1,594) $ 649,332 $ 584,794 $ 5,218 $ 590,012 EMEA 353,550 (6,099) 347,451 312,804 33,524 346,328 APAC 223,937 29 223,966 201,484 18,659 220,143 Total revenues $ 1,228,413 $ (7,664) $ 1,220,749 $ 1,099,082 $ 57,401 $ 1,156,483 50 Reconciliation of cost of revenues to cost of revenues in constant currency: Current definition: Constant Currency % Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Cost of subscriptions and licenses $ 169,406 $ 382 $ 169,788 $ 147,578 $ (45) $ 147,533 Cost of services 96,677 772 97,449 89,435 (53) 89,382 Total cost of revenues $ 266,083 $ 1,154 $ 267,237 $ 237,013 $ (98) $ 236,915 Constant Currency % Change 2021 to 2022: Year Ended December 31, 2022 Year Ended December 31, 2021 Actual Impact of Foreign Exchange at 2021 Rates Constant Currency Actual Impact of Foreign Exchange at 2021 Rates Constant Currency Cost of subscriptions and licenses $ 147,578 $ 4,246 $ 151,824 $ 124,321 $ (47) $ 124,274 Cost of services 89,435 4,635 94,070 92,218 (9) 92,209 Total cost of revenues $ 237,013 $ 8,881 $ 245,894 $ 216,539 $ (56) $ 216,483 Prior definition: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange Constant Currency Actual Impact of Foreign Exchange Constant Currency Cost of subscriptions and licenses $ 169,406 $ (149) $ 169,257 $ 147,578 $ 7,253 $ 154,831 Cost of services 96,677 823 97,500 89,435 4,932 94,367 Total cost of revenues $ 266,083 $ 674 $ 266,757 $ 237,013 $ 12,185 $ 249,198 51 Reconciliation of operating expense (income) to operating expense (income) in constant currency: Current definition: Constant Currency % Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Research and development $ 274,619 $ 2,592 $ 277,211 $ 257,856 $ (36) $ 257,820 Selling and marketing 224,336 427 224,763 195,622 (48) 195,574 General and administrative 180,738 182 180,920 174,647 (6) 174,641 Deferred compensation plan 13,580 — 13,580 (15,782) — (15,782) Amortization of purchased intangibles 38,515 88 38,603 41,114 68 41,182 Total operating expenses $ 731,788 $ 3,289 $ 735,077 $ 653,457 $ (22) $ 653,435 Constant Currency % Change 2021 to 2022: Year Ended December 31, 2022 Year Ended December 31, 2021 Actual Impact of Foreign Exchange at 2021 Rates Constant Currency Actual Impact of Foreign Exchange at 2021 Rates Constant Currency Research and development $ 257,856 $ 11,118 $ 268,974 $ 220,915 $ (15) $ 220,900 Selling and marketing 195,622 8,407 204,029 162,240 (9) 162,231 General and administrative 174,647 4,190 178,837 150,116 (8) 150,108 Deferred compensation plan (15,782) — (15,782) 95,046 — 95,046 Amortization of purchased intangibles 41,114 1,758 42,872 25,601 — 25,601 Total operating expenses $ 653,457 $ 25,473 $ 678,930 $ 653,918 $ (32) $ 653,886 Prior definition: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange Constant Currency Actual Impact of Foreign Exchange Constant Currency Research and development $ 274,619 $ 2,491 $ 277,110 $ 257,856 $ 11,791 $ 269,647 Selling and marketing 224,336 615 224,951 195,622 9,274 204,896 General and administrative 180,738 (11) 180,727 174,647 4,979 179,626 Deferred compensation plan 13,580 — 13,580 (15,782) — (15,782) Amortization of purchased intangibles 38,515 95 38,610 41,114 1,680 42,794 Total operating expenses $ 731,788 $ 3,190 $ 734,978 $ 653,457 $ 27,724 $ 681,181 52 Liquidity and Capital Resources: Cash and Cash Equivalents December 31, 2023 2022 Cash and cash equivalents held domestically $ 3,693 $ 3,883 Cash and cash equivalents held by foreign subsidiaries 64,719 67,801 Total cash and cash equivalents $ 68,412 $ 71,684 Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services.
Biggest changeReconciliation of consolidated revenues to consolidated revenues in constant currency: Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Subscriptions $ 1,223,362 $ 814 $ 1,224,176 $ 1,080,307 $ (977) $ 1,079,330 Perpetual licenses 45,961 323 46,284 46,038 (4) 46,034 Subscriptions and licenses 1,269,323 1,137 1,270,460 1,126,345 (981) 1,125,364 Services 83,772 (291) 83,481 102,068 (61) 102,007 Total revenues $ 1,353,095 $ 846 $ 1,353,941 $ 1,228,413 $ (1,042) $ 1,227,371 Constant Currency Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Subscriptions $ 1,080,307 $ 1,239 $ 1,081,546 $ 960,220 $ 809 $ 961,029 Perpetual licenses 46,038 563 46,601 43,377 43 43,420 Subscriptions and licenses 1,126,345 1,802 1,128,147 1,003,597 852 1,004,449 Services 102,068 684 102,752 95,485 129 95,614 Total revenues $ 1,228,413 $ 2,486 $ 1,230,899 $ 1,099,082 $ 981 $ 1,100,063 Reconciliation of revenues by geographic region to revenues by geographic region in constant currency: Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Americas $ 717,002 $ 1,751 $ 718,753 $ 650,926 $ (238) $ 650,688 EMEA 388,384 (2,754) 385,630 353,550 (118) 353,432 APAC 247,709 1,849 249,558 223,937 (686) 223,251 Total revenues $ 1,353,095 $ 846 $ 1,353,941 $ 1,228,413 $ (1,042) $ 1,227,371 47 Constant Currency Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Americas $ 650,926 $ 242 $ 651,168 $ 584,794 $ (313) $ 584,481 EMEA 353,550 (2,841) 350,709 312,804 151 312,955 APAC 223,937 5,085 229,022 201,484 1,143 202,627 Total revenues $ 1,228,413 $ 2,486 $ 1,230,899 $ 1,099,082 $ 981 $ 1,100,063 Reconciliation of cost of revenues to cost of revenues in constant currency: Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Cost of subscriptions and licenses $ 173,340 $ 140 $ 173,480 $ 169,406 $ 22 $ 169,428 Cost of services 84,427 (101) 84,326 96,677 6 96,683 Total cost of revenues $ 257,767 $ 39 $ 257,806 $ 266,083 $ 28 $ 266,111 Constant Currency Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Cost of subscriptions and licenses $ 169,406 $ 382 $ 169,788 $ 147,578 $ (45) $ 147,533 Cost of services 96,677 772 97,449 89,435 (53) 89,382 Total cost of revenues $ 266,083 $ 1,154 $ 267,237 $ 237,013 $ (98) $ 236,915 Reconciliation of operating expenses to operating expenses in constant currency: Constant Currency Change 2023 to 2024: Year Ended December 31, 2024 Year Ended December 31, 2023 Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Actual Impact of Foreign Exchange at 2023 Rates Constant Currency Research and development $ 281,247 $ 817 $ 282,064 $ 274,619 $ 17 $ 274,636 Selling and marketing 255,177 505 255,682 224,336 (212) 224,124 General and administrative 210,374 (106) 210,268 180,738 (308) 180,430 Deferred compensation plan 12,382 — 12,382 13,580 — 13,580 Amortization of purchased intangibles 33,998 (39) 33,959 38,515 (2) 38,513 Total operating expenses $ 793,178 $ 1,177 $ 794,355 $ 731,788 $ (505) $ 731,283 48 Constant Currency Change 2022 to 2023: Year Ended December 31, 2023 Year Ended December 31, 2022 Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Actual Impact of Foreign Exchange at 2022 Rates Constant Currency Research and development $ 274,619 $ 2,592 $ 277,211 $ 257,856 $ (36) $ 257,820 Selling and marketing 224,336 427 224,763 195,622 (48) 195,574 General and administrative 180,738 182 180,920 174,647 (6) 174,641 Deferred compensation plan 13,580 — 13,580 (15,782) — (15,782) Amortization of purchased intangibles 38,515 88 38,603 41,114 68 41,182 Total operating expenses $ 731,788 $ 3,289 $ 735,077 $ 653,457 $ (22) $ 653,435 Liquidity and Capital Resources: Cash and Cash Equivalents December 31, 2024 2023 Cash and cash equivalents held domestically $ 2,845 $ 3,693 Cash and cash equivalents held by foreign subsidiaries 61,164 64,719 Total cash and cash equivalents $ 64,009 $ 68,412 Our primary source of operating cash is from the sale of our subscriptions, perpetual licenses, and services.
Both the increase in net income and the net decrease in non‑cash adjustments were impacted by the fourth quarter of 2023 internal legal entity restructuring and related intra-entity transactions as part of our continuing efforts to align intellectual property ownership with our business operating model.
Both the decrease in net income and the net increase in non‑cash adjustments were impacted by the fourth quarter of 2023 internal legal entity restructuring and related intra-entity transactions as part of our continuing efforts to align intellectual property ownership with our business operating model.
Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency. 44 Recurring Revenues Recurring revenues are the basis for our other revenue-related key business metrics. We believe this measure is useful in evaluating our ability to consistently retain and grow our revenues within our existing accounts.
Refer to the “Non-GAAP Financial Measures” section for additional information, including our definition and our use of constant currency. Recurring Revenues Recurring revenues are the basis for our other revenue-related key business metrics. We believe this measure is useful in evaluating our ability to consistently retain and grow our revenues within our existing accounts.
The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of additional debt financing, including convertible debt, would result in additional debt service obligations. Such debt instruments also could introduce new or modified covenants that might restrict our operations and/or our ability to pay dividends, consummate acquisitions, or otherwise pursue our business strategies.
The sale of additional equity would result in additional dilution to our stockholders, while the incurrence of additional debt financing, including convertible debt, would result in additional debt service obligations. Such debt instruments also could introduce new or modified covenants that might restrict our operations and/or our ability to pay dividends, 49 consummate acquisitions, or otherwise pursue our business strategies.
See Note 16 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information. Key Business Metrics: In addition to our results of operations discussed above, we believe the following presentation of key business metrics provides additional useful information to investors regarding our results of operations.
See Note 16 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information. 42 Key Business Metrics: In addition to our results of operations discussed above, we believe the following presentation of key business metrics provides additional useful information to investors regarding our results of operations.
Our future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, including our strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, our rate of revenue growth, the timing and extent of spending on research and development, the expansion of our sales and marketing activities, the timing of new product introductions, market acceptance of our products, competitive factors, our discretionary payments of dividends or repurchases of our Class B common stock and convertible debt, fund of our purchase commitments, currency fluctuations, and overall economic conditions, globally.
Our future capital requirements may be materially different than those currently planned in our budgeting and forecasting activities and depend on many factors, including our strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses, our rate of revenue growth, the timing and extent of spending on research and development, the expansion of our sales and marketing activities, the timing of new product introductions, market acceptance of our products, competitive factors, our discretionary payments of dividends or repurchases of our Class B common stock and convertible debt, funding of our purchase commitments, currency fluctuations, and overall economic conditions, globally.
Any adjustments to these estimates will generally be recorded as an income tax expense or benefit in the period the adjustment is determined. 58 We are subject to income taxes in the U.S. and in numerous foreign jurisdictions.
Any adjustments to these estimates will generally be recorded as an income tax expense or benefit in the period the adjustment is determined. We are subject to income taxes in the U.S. and in numerous foreign jurisdictions.
Deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations. 47 (3) Acquisition expenses .
Deferred compensation plan liabilities are marked to market at the end of each reporting period, with changes in the liabilities recorded as an expense (income) to Deferred compensation plan in the consolidated statements of operations. (3) Acquisition expenses .
Refer to the “Non-GAAP Financial Measures” section for additional information, including our prior definition and our use of constant currency, and for a reconciliation of constant currency growth rates. Americas .
Refer to the “Non-GAAP Financial Measures” section for additional information, including our prior definition and our use of constant currency, and for a reconciliation of constant currency growth rates. 37 Americas .
The timing, as well as the number and value of shares and/or notes repurchased under the Repurchase Program, will be determined at our discretion and will depend on a variety of factors, including our assessment of the intrinsic value of our shares, the market price of our Class B common stock and outstanding notes, general market and economic conditions, available liquidity, compliance with our debt and other agreements, and applicable legal requirements.
The timing, as well as the number and value of shares and/or outstanding convertible senior notes repurchased under the Repurchase Program, will be determined at our discretion and will depend on a variety of factors, including our assessment of the intrinsic value of our shares, the market price of our Class B common stock and outstanding convertible senior notes, general market and economic conditions, available liquidity, compliance with our debt and other agreements, and applicable legal requirements.
Actual results may differ from these estimates under different assumptions or conditions. 56 Revenue Recognition Our contracts with customers may include promises to transfer licenses (perpetual or term‑based), maintenance, and services to a user. Judgment is required to determine if the promises are separate performance obligations, and if so, the allocation of the transaction price to each performance obligation.
Actual results may differ from these estimates under different assumptions or conditions. 52 Revenue Recognition Our contracts with customers may include promises to transfer licenses (perpetual or term‑based), maintenance, and services to a user. Judgment is required to determine if the promises are separate performance obligations, and if so, the allocation of the transaction price to each performance obligation.
Our sources of revenue growth, excluding the impact from acquisitions, come from additional subscriptions revenues from existing accounts using the same products and represent the majority of our revenue growth, additional subscriptions revenues from existing accounts using new products, and subscriptions revenues from new accounts.
Our sources of revenue growth, excluding the impact from acquisitions, primarily come from additional subscriptions revenues from existing accounts using the same products and represent the majority of our revenue growth, additional subscriptions revenues from existing accounts using new products, and subscriptions revenues from new accounts.
We will continue to evaluate whether share awards will be required to be received by awardees on a gross basis, or if net settlement may be elected by awardees. 55 Dividend Payments The declaration and payment of dividends is within the discretion of our Board of Directors.
We will continue to evaluate whether share awards will be required to be received by awardees on a gross basis, or if net settlement may be elected by awardees. 51 Dividend Payments The declaration and payment of dividends is within the discretion of our Board of Directors.
During the fourth quarter of 2023, the Company approved a strategic realignment program to better serve our accounts and to better align resources with the strategy of the business, including reinvestment in go-to-market functions, as well as in AI product development.
During the fourth quarter of 2023, the Company approved a strategic realignment program to better serve our accounts and to better align resources with the strategy of the business, including reinvestment in go-to-market functions, as well as in AI in product development (the “2023 Program”).
Withholding Taxes on Certain Equity Awards We have the right to require that certain equity awardees receive gross or net quantities of shares of our Class B Common Stock, including in connection with share issuances under the amended and restated Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Plan”) and distributions from the DCP.
Withholding Taxes on Certain Equity Awards We have the right to require that certain equity awardees receive gross or net quantities of shares of our Class B common stock, including distributions from the DCP and share issuances under the amended and restated Bentley Systems, Incorporated Bonus Pool Plan (the “Bonus Plan”).
Our Credit Facility, 2026 Notes, and 2027 Notes are described in Note 10 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K.
Our credit facilities, 2026 Notes, and 2027 Notes are described in Note 10 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2022 Annual Report on Form 10‑K for management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2022 compared to the year ended December 31, 2021.
Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2023 Annual Report on Form 10‑K for management’s discussion and analysis of financial condition and results of operations for the year ended December 31, 2023 compared to the year ended December 31, 2022.
There was no impairment of goodwill as a result of our annual impairment assessments conducted for the years ended December 31, 2023, 2022, or 2021.
There was no impairment of goodwill as a result of our annual impairment assessments conducted for the years ended December 31, 2024, 2023, or 2022.
For the twelve months ended December 31, 2023, 2022, and 2021, 89%, 89%, and 86%, respectively, of our revenues were recurring revenues. Account Retention Rate Account retention rate is a key business metric that we believe is useful in evaluating the long‑term value of our account relationships and our ability to retain our account base.
For the twelve months ended December 31, 2024, 2023, and 2022, 91%, 89%, and 89%, respectively, of our revenues were recurring revenues. Account Retention Rate Account retention rate is a key business metric that we believe is useful in evaluating the long‑term value of our account relationships and our ability to retain our account base.
Cost of Revenues and Operating Expense (Income) Headcount-Related Costs For the years ended December 31, 2023, 2022, and 2021, approximately 80% of our aggregate cost of revenues, research and development, selling and marketing, and general and administrative expenses were represented by what we refer to herein as “headcount‑related” costs.
Cost of Revenues and Operating Expenses Headcount-Related Costs For the years ended December 31, 2024, 2023, and 2022, approximately 80% of our aggregate cost of revenues, research and development, selling and marketing, and general and administrative expenses were represented by what we refer to herein as “headcount‑related” costs.
Interest expense, net primarily represents interest associated with the Credit Facility, the 2026 Notes, the 2027 Notes, amortization and write‑off of deferred debt issuance costs, and interest income from our investments in money market funds.
Interest expense, net primarily represents interest associated with credit facility borrowings, the 2026 Notes, the 2027 Notes, amortization of deferred debt issuance costs, and interest income from our investments in money market funds.
Given that recurring revenues represented 89%, 89%, and 86% of our total revenues for the twelve months ended December 31, 2023, 2022, and 2021, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.
Given that recurring revenues represented 91%, 89%, and 89% of our total revenues for the twelve months ended December 31, 2024, 2023, and 2022, respectively, this metric helps explain our revenue performance as primarily growth from existing accounts.
The net impact of the internal legal entity restructuring was a net discrete tax benefit of $170,784. See Note 16 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information.
The net impact of the internal legal entity restructuring was a net discrete tax benefit of $170,784 for the year ended December 31, 2023. See Note 16 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information.
We exclude these charges and subsequent adjustments to our estimates when we evaluate our continuing operational performance because they are not reflective of our ongoing business and results of operations. We believe it is useful for investors to understand the effects of these items on our total operating expenses.
We exclude these charges and subsequent adjustments to our estimates when we evaluate our continuing operational performance because they are not reflective of our ongoing business and results of operations. We believe it is useful for investors to understand the effects of these items on our total operating expenses. During the fourth quarter of 2023, we approved the 2023 Program.
Research and development expenses primarily include headcount‑related costs, as well as costs to develop software products or the software component of products to be sold, leased, or marketed to external accounts, before technological feasibility is reached, which is generally shortly before the release of such products.
Research and development expenses primarily consist of headcount‑related costs, including costs to develop software products or the software component of products to be sold, leased, or marketed to external accounts, before technological feasibility is reached, which is generally shortly before the release of such products.
Constant currency ARR growth rate is the growth rate of ARR measured on a constant currency basis. We believe that ARR growth is an important metric indicating the scale and growth of our business. Our ARR growth rate was favorably impacted by the ARR onboarding from our platform acquisition of PLS by 2.5% for the year ended December 31, 2022.
We believe that ARR growth is an important metric indicating the scale and growth of our business. Our ARR growth rate was favorably impacted by the ARR onboarding from our platform acquisition of PLS by 2.5% for the year ended December 31, 2022.
The improvements in business performance were primarily driven by expansion from accounts with revenues in the prior period (“existing accounts”), and growth of 3% attributable to new accounts, most notably small- and medium-sized accounts.
For the year ended December 31, 2024, the improvements in business performance were primarily driven by expansion from accounts with revenues in the prior period (“existing accounts”), and growth of 3% attributable to new accounts, most notably small- and medium-sized accounts.
For the years ended December 31, 2023 and 2022, we recorded discrete tax benefits of $14,648 and $20,501, respectively, associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.
For the years ended December 31, 2024 and 2023, we recorded discrete tax benefits of $5,583 and $14,648, respectively, associated with windfall tax benefits from stock‑based compensation, net of the impact from officer compensation limitation provisions.
We paid quarterly dividends of $0.05 per share of common stock during the year ended December 31, 2023 and $0.03 per share of common stock during the year ended December 31, 2022.
We paid quarterly dividends of $0.06 per share of common stock during the year ended December 31, 2024 and $0.05 per share of common stock during the year ended December 31, 2023.
Our subscriptions, perpetual licenses, and services offerings are recognized pursuant to applicable GAAP guidance. See Note 3 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our revenues. We believe that subscription revenues will continue to comprise a majority of our total revenues.
Our subscriptions, perpetual licenses, and services offerings are recognized pursuant to applicable GAAP guidance. See Note 3 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our revenues.
See Note 12 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our DCP obligations. Our other future contractual obligations were related to leases (see Note 8), and contingent and non‑contingent consideration from acquisitions (see Note 4).
See Note 12 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our DCP obligations. Our other future contractual obligations are related to leases.
December 31, 2023 2022 2021 ARR $ 1,174,774 $ 1,036,548 $ 921,218 Last twelve-months recurring revenues $ 1,096,677 $ 978,024 $ 834,150 Twelve-months ended constant currency (1) : ARR growth rate 12.5 % 15 % 26 % Account retention rate 98 % 98 % 98 % Recurring revenues dollar-based net retention rate 109 % 110 % 109 % (1) Constant currency is a non-GAAP financial measure.
December 31, 2024 2023 2022 ARR $ 1,283,256 $ 1,174,774 $ 1,036,548 Last twelve-months recurring revenues $ 1,238,004 $ 1,096,677 $ 978,024 Twelve-months ended constant currency (1) : ARR growth rate 12 % 12.5 % 15 % Account retention rate 99 % 98 % 98 % Recurring revenues dollar-based net retention rate 110 % 109 % 110 % (1) Constant currency is a non-GAAP financial measure.
For the years ended December 31, 2023, 2022, and 2021, approximately 35%, 36%, and 47%, respectively, of our total revenues and 45%, 46%, and 42%, respectively, of our total operating expenses were denominated in foreign currencies from outside the U.S. including most significantly: euros, British pounds, Canadian dollars, Australian dollars, Chinese yuan renminbi, and New Zealand dollars.
For the years ended December 31, 2024, 2023, and 2022, approximately 34%, 35%, and 36%, respectively, of our total revenues and 42%, 45%, and 46%, respectively, of our total operating expenses were denominated in a currency other than the U.S. dollar including most significantly: euros, British pounds, Canadian dollars, Australian dollars, Chinese yuan renminbi, and New Zealand dollars.
We believe that we will continue to experience favorable growth in recurring revenues primarily due to our strong account retention and recurring revenues dollar‑based net retention rates, as well as the addition of new accounts with recurring revenues.
We believe that we will continue to experience favorable growth in recurring revenues primarily due to our strong account retention and recurring revenues dollar‑based net retention rates, as well as the addition of new accounts with recurring revenues. Last twelve‑months recurring revenues is calculated as recurring revenues recognized over the preceding twelve‑month period.
Refer to the “Non‑GAAP Financial Measures” section for additional information, including our prior definition and our use of constant currency, and for a reconciliation of constant currency growth rates. The increase in total revenues for the year ended December 31, 2023 was primarily driven by increases in subscriptions revenues, and to a lesser extent, services and perpetual licenses revenues.
Refer to the “Non‑GAAP Financial Measures” section for additional information, including our prior definition and our use of constant currency, and for a reconciliation of constant currency growth rates. The increase in total revenues for the year ended December 31, 2024 was driven by an increase in subscriptions revenues, partially offset by decreases in services revenues. Subscriptions .
Adjusted OI w/SBC Adjusted OI w/SBC is a non-GAAP financial measure and is used to measure the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business. 46 Adjusted OI w/SBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of our core business operating results.
Adjusted OI w/SBC is our primary performance measure, which excludes certain expenses and charges, including the non-cash amortization expense resulting from the acquisition of intangible assets, as we believe these may not be indicative of our core business operating results.
We believe that we have a loyal account base, with over 70% of our total revenues for the years ended December 31, 2023, 2022, and 2021 generated from organizations that have been our accounts for over ten years. 35 In addition to our results of operations discussed below, the following is supplemental data of our revenues: Year Ended December 31, (as a percentage of total revenues) 2023 2022 2021 Revenues from: Direct sales channels 92 % 92 % 92 % Indirect channel partners 8 % 8 % 8 % Revenues from: Subscriptions 88 % 87 % 84 % Recurring services 1 % 2 % 2 % Total recurring revenues 89 % 89 % 86 % Perpetual licenses and other services 11 % 11 % 14 % Largest account represents no more than 2.0 % 2.0 % 2.5 % The volume, mix, and duration of contract types starting or renewing in any given period may have a material impact on revenue in the period, and as a result can impact the comparability of reported revenue period-over-period.
In addition to our results of operations discussed below, the following is supplemental data of our revenues: Year Ended December 31, (as a percentage of total revenues) 2024 2023 2022 Revenues from: Direct sales channels 93 % 92 % 92 % Indirect channel partners 7 % 8 % 8 % Revenues from: Subscriptions 90 % 88 % 87 % Recurring services 1 % 1 % 2 % Total recurring revenues 91 % 89 % 89 % Perpetual licenses and other services 9 % 11 % 11 % Largest account represents no more than 2 % 2 % 2 % The volume, mix, and duration of contract types starting or renewing in any given period may have a material impact on revenue in the period, and as a result can impact the comparability of reported revenue period-over-period.
The improvements in business performance for the year ended December 31, 2023 were primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom (“U.K.”), and the Middle East and Africa, partially offset by reductions in Russia due to exiting our operations beginning in the second quarter of 2022. APAC.
The improvements in business performance for the year ended December 31, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in the United Kingdom (“U.K.”), the Middle East, and Africa, partially offset by a decline in services revenues. APAC.
In testing for goodwill impairment, we may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists.
We allocate goodwill to reporting units on a relative fair value basis. In testing for goodwill impairment, we may first qualitatively assess whether it is more likely than not (a likelihood of more than 50 percent) that a goodwill impairment exists.
For information about those obligations, see the above referenced notes to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K.
See Note 8 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our lease obligations.
The retirement of Mr. Bentley contributed to a deceleration of research and development expenses growth during 2023. Selling and marketing. Selling and marketing expenses primarily include headcount‑related costs, as well as the expense of online marketing, product marketing and other brand‑building activities, such as advertising, trade shows, and expositions, and various sales and promotional programs.
Selling and marketing expenses primarily include headcount‑related costs, as well as the expense of online marketing, product marketing and other brand‑building activities, such as advertising, trade shows, and expositions, and various sales and promotional programs.
Last twelve‑months recurring revenues is calculated as recurring revenues recognized over the preceding twelve‑month period. 45 The last twelve‑months recurring revenues for the periods ended December 31, 2023, 2022, and 2021 compared to the last twelve‑months of the comparative twelve‑month period increased by $118,653, $143,874, and $137,488, respectively.
The last twelve‑months recurring revenues for the periods ended December 31, 2024, 2023, and 2022 compared to the last twelve‑months of the comparative twelve‑month period increased by $141,327, $118,653, and $143,874, respectively.
Recurring revenues dollar‑based net retention rate is calculated, using the average exchange rates for the prior period, as follows: the recurring revenues for the current period, including any growth or reductions from existing accounts, but excluding recurring revenues from any new accounts added during the current period, divided by the total recurring revenues from all accounts during the prior period.
Recurring Revenues Dollar‑Based Net Retention Rate Recurring revenues dollar‑based net retention rate is a key business metric that we believe is useful in evaluating our ability to consistently retain and grow our recurring revenues. 44 Recurring revenues dollar‑based net retention rate is calculated, using the average exchange rates for the prior period, as follows: the recurring revenues for the current period, including any growth or reductions from existing accounts, but excluding recurring revenues from any new accounts added during the current period, divided by the total recurring revenues from all accounts during the prior period.
We were in compliance with all covenants in its Credit Facility, the 2026 Notes, and the 2027 Notes as of December 31, 2023.
As of December 31, 2024, we had $1,164,535 available under the Credit Facility, and we were in compliance with all covenants under the Credit Facility, the 2026 Notes, and the 2027 Notes.
Reconciliation of operating income to Adjusted OI w/SBC and to Adjusted operating income: Year Ended December 31, 2023 2022 2021 Operating income $ 230,542 $ 208,612 $ 94,589 Amortization of purchased intangibles (1) 51,219 53,592 34,001 Deferred compensation plan (2) 13,580 (15,782) 95,046 Acquisition expenses (3) 17,866 25,398 34,368 Realignment expenses (4) 11,470 2,109 — Adjusted OI w/SBC 324,677 273,929 258,004 Stock-based compensation expense (5) 71,470 74,566 48,152 Adjusted operating income $ 396,147 $ 348,495 $ 306,156 Further explanation of certain of our adjustments in arriving at Adjusted OI w/SBC and Adjusted operating income are as follows: (1) Amortization of purchased intangibles .
Adjusted operating income is defined as operating income adjusted for the following: amortization of purchased intangibles, expense (income) relating to deferred compensation plan liabilities, acquisition expenses, realignment expenses (income), and stock‑based compensation expense, for the respective periods. 45 Reconciliation of operating income to Adjusted OI w/SBC and to Adjusted operating income: Year Ended December 31, 2024 2023 2022 Operating income $ 302,150 $ 230,542 $ 208,612 Amortization of purchased intangibles (1) 46,679 51,219 53,592 Deferred compensation plan (2) 12,382 13,580 (15,782) Acquisition expenses (3) 10,222 17,866 25,398 Realignment expenses (4) 789 11,470 2,109 Adjusted OI w/SBC 372,222 324,677 273,929 Stock-based compensation expense (5) 73,505 71,470 74,566 Adjusted operating income $ 445,727 $ 396,147 $ 348,495 Further explanation of certain of our adjustments in arriving at Adjusted OI w/SBC and Adjusted operating income are as follows: (1) Amortization of purchased intangibles .
For the year ended December 31, 2023, the increase in revenues from APAC was primarily driven by improvements in our business performance of approximately $22,291 ($25,930 on a constant currency basis). 38 The improvements in business performance for the year ended December 31, 2023 were primarily due to expansion of our subscriptions revenues from existing accounts in India, Australia, and Southeast Asia, partially offset by declines in China.
The improvements in business performance for the year ended December 31, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in Australia, Southeast Asia, and India, partially offset by declines of our subscriptions revenues from existing accounts in China.
We empower people to design, build, and operate better and more resilient infrastructure through the adoption of our intelligent digital twin solutions. We manage our business globally within one reportable segment, the development and marketing of computer software and related services, which is consistent with how our chief operating decision maker (“CODM”) reviews and manages our business.
We manage our business globally within one reportable segment, the development and marketing of computer software and related services, which is consistent with how our chief operating decision maker (“CODM”) reviews and manages our business.
For the year ended December 31, 2023, on a constant currency basis, general and administrative expenses increased primarily due to an increase in headcount‑related costs of approximately $18,248, mainly due to an increase in headcount and annual compensation costs, and to a lesser extent, third‑party personnel costs.
For the year ended December 31, 2024, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of $23,408, mainly due to an increase in annual and other compensation costs, and an increase in third-party personnel costs primarily related to our marketing activities.
Executive Summary: • Total revenues were $1,228,413 for the year ended December 31, 2023, up 11.8% or 11.9% on a constant currency basis (1) compared to the prior year; • Subscriptions revenues were $1,080,307 for the year ended December 31, 2023, up 12.5% or 12.5% on a constant currency basis (1) compared to the prior year; • ARR (2) was $1,174,774 as of December 31, 2023, compared to $1,036,548 as of December 31, 2022, representing a constant currency ARR growth rate (2) of 12.5%; • Last twelve-month recurring revenues dollar-based net retention rate (2) was 109% as of the year ended December 31, 2023, compared to 110% as of December 31, 2022; 34 • Operating income was $230,542 for the year ended December 31, 2023, compared to $208,612 for the prior year; • Adjusted operating income inclusive of stock-based compensation expense (“Adjusted OI w/SBC”) (1) was $324,677 for the year ended December 31, 2023, compared to $273,929 for the prior year; and • Cash flow from operations was $416,696 for the year ended December 31, 2023, compared to $274,324 for the prior year.
Executive Summary: • Total revenues were $1,353,095 for the year ended December 31, 2024, up 10.1% or 10.3% on a constant currency basis (1) compared to the prior year; • Subscriptions revenues were $1,223,362 for the year ended December 31, 2024, up 13.2% or 13.4% on a constant currency basis (1) compared to the prior year; • ARR (2) was $1,283,256 as of December 31, 2024, compared to $1,174,774 as of December 31, 2023, representing a constant currency (1) ARR growth rate (2) of 12%; • Last twelve-month recurring revenues dollar-based net retention rate (2) was 110% as of December 31, 2024, compared to 109% as of December 31, 2023; • Operating income was $302,150 for the year ended December 31, 2024, compared to $230,542 for the prior year; • Adjusted operating income inclusive of stock-based compensation expense (“Adjusted OI w/SBC”) (1) was $372,222 for the year ended December 31, 2024, compared to $324,677 for the prior year; and • Cash flows from operations was $435,292 for the year ended December 31, 2024, compared to $416,696 for the prior year.
Stock Repurchases BSY Stock Repurchase Program Our Board of Directors has authorized us to repurchase up to $200,000 of our Class B common stock and/or outstanding convertible senior notes through June 30, 2024 under the Repurchase Program. We may use available working capital and cash provided by operations to make repurchases.
Stock Repurchases BSY Stock Repurchase Program Our Board of Directors had authorized us to repurchase up to $200,000 of our Class B common stock and/or outstanding convertible senior notes through June 30, 2024 under the Repurchase Program. This authorization under the Repurchase Program expired on June 30, 2024.
For the year ended December 31, 2023, on a constant currency basis, cost of subscriptions and licenses increased primarily due to an increase in headcount‑related costs of approximately $14,407, mainly due to an increase in headcount and annual compensation costs, and an increase in cloud‑related costs of approximately $4,949. Cost of services.
For the year ended December 31, 2024, on a constant currency basis, cost of subscriptions and licenses expenses increased primarily due to an increase in cloud‑related costs of $10,859.
The realignment program resulted in realignment costs of $12,579, which represent termination benefits for colleagues whose roles were impacted (less than five percent of total headcount). See Note 21 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information.
For the years ended December 31, 2024 and 2023, we recognized realignment costs related to the aforementioned program of $847 and $12,579, respectively, which represent termination benefits for colleagues whose roles were impacted (see Note 21 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K).
Services. For the year ended December 31, 2023, the increase in services revenues was primarily driven by improvements in our business performance of approximately $6,583 ($7,138 on a constant currency basis).
For the year ended December 31, 2024, the increase in revenues from the Americas was primarily driven by improvements in our business performance of $66,076 ($68,067 on a constant currency basis).
Goodwill is not amortized but instead is tested annually for impairment on October 1, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount. We allocate goodwill to reporting units on a relative fair value basis.
Goodwill Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations. Goodwill is not amortized but instead is tested annually for impairment on October 1, or more frequently if events occur or circumstances change that would more likely than not reduce its fair value below its carrying amount.
For the year ended December 31, 2023, on a constant currency basis, selling and marketing expenses increased primarily due to an increase in headcount‑related costs of approximately $27,584, mainly due to an increase in headcount and annual compensation costs, and to a lesser extent, realignment expenses. General and administrative .
For the year ended December 31, 2024, on a constant currency basis, research and development expenses increased primarily due to an increase in headcount‑related costs of $9,513, mainly due to an increase in annual and other compensation costs.
Cost of subscriptions and licenses expenses primarily include headcount‑related costs, as well as depreciation of property and equipment and amortization of capitalized software costs associated with servicing software subscriptions, amortization of intangible assets associated with acquired software and technology, channel partner compensation for providing sales coverage to users, as well as cloud‑related costs incurred for servicing our accounts using cloud provisioned solutions and our license administration platform.
Cost of subscriptions and licenses expenses also include channel partner compensation for providing sales coverage to users, depreciation of property and equipment, amortization of capitalized software costs associated with servicing software subscriptions and our Accelerated Commercial Development Program (“ACDP”), and amortization of intangible assets associated with acquired software and technology.
For the year ended December 31, 2023, on a constant currency basis, cost of services increased primarily due to an increase in headcount‑related costs of approximately $7,991, mainly due to third‑party personnel costs, and to a lesser extent, increases in headcount and annual compensation costs, partially offset by lower acquisition-related retention incentives. 40 Operating Expense (Income) Current Definition of Constant Currency: % Change % Change 2022 to 2023 2021 to 2022 Constant Constant Year Ended December 31, Currency Currency 2023 2022 2021 % % (1) % % (1) Research and development $ 274,619 $ 257,856 $ 220,915 6.5 % 7.5 % 16.7 % 21.8 % Selling and marketing 224,336 195,622 162,240 14.7 % 14.9 % 20.6 % 25.8 % General and administrative 180,738 174,647 150,116 3.5 % 3.6 % 16.3 % 19.1 % Deferred compensation plan 13,580 (15,782) 95,046 NM NM NM NM Amortization of purchased intangibles 38,515 41,114 25,601 (6.3 %) (6.3 %) 60.6 % 67.5 % Total operating expenses $ 731,788 $ 653,457 $ 653,918 12.0 % 12.5 % (0.1 %) 3.8 % Percentage changes that are considered not meaningful are denoted with NM.
For the year ended December 31, 2024, on a constant currency basis, cost of services expenses decreased primarily due to a decrease in headcount‑related costs of $12,514, mainly due to a reduction in third‑party personnel costs. 39 Operating Expenses % Change % Change 2023 to 2024 2022 to 2023 Constant Constant Year Ended December 31, Currency Currency 2024 2023 2022 % % (1) % % (1) Research and development $ 281,247 $ 274,619 $ 257,856 2.4 % 2.7 % 6.5 % 7.5 % Selling and marketing 255,177 224,336 195,622 13.7 % 14.1 % 14.7 % 14.9 % General and administrative 210,374 180,738 174,647 16.4 % 16.5 % 3.5 % 3.6 % Deferred compensation plan 12,382 13,580 (15,782) (8.8 %) (8.8 %) NM NM Amortization of purchased intangibles 33,998 38,515 41,114 (11.7 %) (11.8 %) (6.3 %) (6.3 %) Total operating expenses $ 793,178 $ 731,788 $ 653,457 8.4 % 8.6 % 12.0 % 12.5 % Percentage changes that are considered not meaningful are denoted with NM.
Consolidated Revenues Current Definition of Constant Currency: % Change % Change 2022 to 2023 2021 to 2022 Constant Constant Year Ended December 31, Currency Currency 2023 2022 2021 % % (1) % % (1) Subscriptions $ 1,080,307 $ 960,220 $ 812,807 12.5 % 12.5 % 18.1 % 22.0 % Perpetual licenses 46,038 43,377 53,080 6.1 % 7.3 % (18.3 %) (14.1 %) Subscriptions and licenses 1,126,345 1,003,597 865,887 12.2 % 12.3 % 15.9 % 19.8 % Services 102,068 95,485 99,159 6.9 % 7.5 % (3.7 %) (0.1 %) Total revenues $ 1,228,413 $ 1,099,082 $ 965,046 11.8 % 11.9 % 13.9 % 17.7 % (1) Constant currency is a non‑GAAP financial measure.
We believe that subscription revenues will continue to comprise a majority of our total revenues. 36 Consolidated Revenues % Change % Change 2023 to 2024 2022 to 2023 Constant Constant Year Ended December 31, Currency Currency 2024 2023 2022 % % (1) % % (1) Subscriptions $ 1,223,362 $ 1,080,307 $ 960,220 13.2 % 13.4 % 12.5 % 12.5 % Perpetual licenses 45,961 46,038 43,377 (0.2 %) 0.5 % 6.1 % 7.3 % Subscriptions and licenses 1,269,323 1,126,345 1,003,597 12.7 % 12.9 % 12.2 % 12.3 % Services 83,772 102,068 95,485 (17.9 %) (18.2 %) 6.9 % 7.5 % Total revenues $ 1,353,095 $ 1,228,413 $ 1,099,082 10.1 % 10.3 % 11.8 % 11.9 % (1) Constant currency is a non‑GAAP financial measure.
The improvements in business performance for the year ended December 31, 2023 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.S. EMEA . For the year ended December 31, 2023, the increase in revenues from EMEA was primarily driven by improvements in our business performance of approximately $40,297 ($37,345 on a constant currency basis).
The improvements in business performance for the year ended December 31, 2024 were primarily due to expansion of our subscriptions revenues from existing accounts in the U.S., partially offset by a decline in services revenues. EMEA .
In reporting period‑over‑period results, we calculate the effects of foreign currency fluctuations and constant currency information by translating current period results on a transactional basis to our reporting currency using prior period average foreign currency exchange rates in which the transactions occurred.
Constant currency ARR growth rate is the growth rate of ARR measured on a constant currency basis. In reporting period-over-period ARR growth rates in constant currency, we calculate constant currency growth rates by translating current and prior period ARR on a transactional basis to our reporting currency using current year budget exchange rates.
Other (Expense) Income, Net Year Ended December 31, 2023 2022 2021 (Loss) gain from: Change in fair value of interest rate swap $ (5,038) $ 27,083 $ 9,770 Foreign exchange (1) 2,497 (9,901) 827 Sale of aircraft — 2,029 — Change in fair value of acquisition contingent consideration — 1,427 (550) Receipts (payments) related to interest rate swap 8,803 1,947 (1,270) Other (expense) income, net (2) (13,484) 1,713 1,184 Total other (expense) income, net $ (7,222) $ 24,298 $ 9,961 (1) Foreign exchange gain (loss) is primarily attributable to foreign currency translation derived mainly from U.S. dollar denominated cash and cash equivalents, account receivables, customer deposits, and intercompany balances held by foreign subsidiaries.
For the year ended December 31, 2024, interest expense, net decreased primarily due to lower weighted average debt outstanding, as compared to the prior year, mainly related to the continued pay down of our revolving loan borrowings, and repayments of our senior secured term loan during 2024 under our amended and restated credit agreement, entered into on December 19, 2017 (the “2017 Credit Facility”). 41 Other Income (Expense), Net Year Ended December 31, 2024 2023 2022 Gain (loss) from: Change in fair value of interest rate swap $ 10 $ (5,038) $ 27,083 Foreign exchange (1) 939 2,497 (9,901) Sale of aircraft — — 2,029 Change in fair value of acquisition contingent consideration — — 1,427 Receipts related to interest rate swap 9,309 8,803 1,947 Other income (expense), net (2) 2,691 (13,484) 1,713 Total other income (expense), net $ 12,949 $ (7,222) $ 24,298 (1) Foreign exchange gain (loss) is primarily attributable to foreign currency translation derived mainly from U.S. dollar denominated cash and cash equivalents, account receivables, customer deposits, and intercompany balances held by foreign subsidiaries.
During the year ended December 31, 2022, we permitted impacted awardees to elect to receive net quantities of shares of our Class B common stock in the first quarter, but exercised our right to require that these awardees receive gross quantities of our Class B common stock during the second, third, and fourth quarters.
During the year ended December 31, 2024, we exercised our right to require that impacted equity awardees receive gross quantities of our Class B common stock.
(2) Other (expense) income, net includes investment impairment and other charges of $(16,988), partially offset by gains on investments of $2,360 for the year ended December 31, 2023. 43 (Benefit) Provision for Income Taxes Year Ended December 31, 2023 2022 2021 Income before income taxes $ 183,527 $ 198,275 $ 93,329 (Benefit) provision for income taxes $ (143,241) $ 21,283 $ (3,448) Effective tax rate (78.0) % 10.7 % (3.7) % (Benefit) provision for income taxes includes the aggregate consolidated income tax expense for U.S. domestic and foreign income taxes.
Provision (Benefit) for Income Taxes Year Ended December 31, 2024 2023 2022 Income before income taxes $ 293,055 $ 183,527 $ 198,275 Provision (benefit) for income taxes $ 58,726 $ (143,241) $ 21,283 Effective tax rate 20.0 % (78.0) % 10.7 % Provision (benefit) for income taxes includes the aggregate consolidated income tax expense for U.S. domestic and foreign income taxes.
Cost of Revenues Current Definition of Constant Currency: % Change % Change 2022 to 2023 2021 to 2022 Constant Constant Year Ended December 31, Currency Currency 2023 2022 2021 % % (1) % % (1) Cost of subscriptions and licenses $ 169,406 $ 147,578 $ 124,321 14.8 % 15.1 % 18.7 % 22.2 % Cost of services 96,677 89,435 92,218 8.1 % 9.0 % (3.0 %) 2.0 % Total cost of revenues $ 266,083 $ 237,013 $ 216,539 12.3 % 12.8 % 9.5 % 13.6 % (1) Constant currency is a non-GAAP financial measure.
The impact of the realignment program on headcount-related costs for the year ended December 31, 2024 and 2023 is included in our discussion below. 38 Cost of Revenues % Change % Change 2023 to 2024 2022 to 2023 Constant Constant Year Ended December 31, Currency Currency 2024 2023 2022 % % (1) % % (1) Cost of subscriptions and licenses $ 173,340 $ 169,406 $ 147,578 2.3 % 2.4 % 14.8 % 15.1 % Cost of services 84,427 96,677 89,435 (12.7 %) (12.8 %) 8.1 % 9.0 % Total cost of revenues $ 257,767 $ 266,083 $ 237,013 (3.1 %) (3.1 %) 12.3 % 12.8 % (1) Constant currency is a non-GAAP financial measure.
Current Definition of Constant Currency: % Change % Change 2022 to 2023 2021 to 2022 Constant Constant Year Ended December 31, Currency Currency 2023 2022 2021 % % (1) % % (1) Americas $ 650,926 $ 584,794 $ 483,087 11.3 % 11.4 % 21.1 % 21.2 % EMEA 353,550 312,804 300,123 13.0 % 12.1 % 4.2 % 12.9 % APAC 223,937 201,484 181,836 11.1 % 13.0 % 10.8 % 16.3 % Total revenues $ 1,228,413 $ 1,099,082 $ 965,046 11.8 % 11.9 % 13.9 % 17.7 % (1) Constant currency is a non-GAAP financial measure.
Revenues by Geographic Region Revenue from external customers is attributed to individual countries based upon the location of the customer. % Change % Change 2023 to 2024 2022 to 2023 Constant Constant Year Ended December 31, Currency Currency 2024 2023 2022 % % (1) % % (1) Americas $ 717,002 $ 650,926 $ 584,794 10.2 % 10.5 % 11.3 % 11.4 % EMEA 388,384 353,550 312,804 9.9 % 9.1 % 13.0 % 12.1 % APAC 247,709 223,937 201,484 10.6 % 11.8 % 11.1 % 13.0 % Total revenues $ 1,353,095 $ 1,228,413 $ 1,099,082 10.1 % 10.3 % 11.8 % 11.9 % (1) Constant currency is a non-GAAP financial measure.
For the year ended December 31, 2023, the increase in revenues from the Americas was primarily driven by improvements in our business performance of approximately $62,442 ($63,450 on a constant currency basis) and the impact from our platform acquisition of approximately $3,690 ($3,237 on a constant currency basis).
For the year ended December 31, 2024, the increase in revenues from EMEA was primarily driven by improvements in our business performance of $34,834 ($32,195 on a constant currency basis).
These transactions resulted in the recognition of deferred tax benefits arising from the net increase in deferred tax assets related to intangibles and goodwill of $171,622. The deferred tax assets represent the undiscounted future anticipated cash tax impacts of basis differences, which are expected to be realized through tax amortization over the next 13 years.
These transactions resulted in the recognition of deferred tax benefits arising from the net increase in deferred tax assets related to intangibles and goodwill of $171,622.
For the year ended December 31, 2023, deferred compensation plan expense (income) was attributable to the marked to market impact on deferred compensation plan liability balances period over period. Amortization of purchased intangibles. Amortization of purchased intangibles includes the amortization of acquired non‑product related intangible assets, primarily customer relationships, trademarks, and non‑compete agreements recorded in connection with completed acquisitions.
Amortization of purchased intangibles includes the amortization of acquired non‑product related intangible assets, primarily customer relationships, trademarks, and non‑compete agreements recorded in connection with completed acquisitions.
Also included in our acquisition expenses are retention incentives paid to executives of the acquired companies. We exclude these acquisition expenses when we evaluate our continuing operational performance as we would not have otherwise incurred these expenses in the periods presented as part of our continuing operations.
We exclude these acquisition expenses when we evaluate our continuing operational performance as we would not have otherwise incurred these expenses in the periods presented as part of our continuing operations. For the year ended December 31, 2022, $9,804 of our acquisition expenses related to our platform acquisition of PLS. (4) Realignment expenses .
During the fourth quarter of 2023, we changed our definitions of constant currency and constant currency growth rates. In reporting period‑over‑period results, we calculate the effects of foreign currency fluctuations and constant currency information by translating current period results on a transactional basis to our reporting currency using prior period average foreign currency exchange rates in which the transactions occurred.
We use constant currency and constant currency growth rates to evaluate the underlying performance of the business, and we believe it is helpful for investors to present operating results on a comparable basis period over period to evaluate its underlying performance. 46 In reporting period‑over‑period results, except for ARR as discussed above in “Key Business Metrics” section, we calculate the effects of foreign currency fluctuations and constant currency information by translating current and prior period results on a transactional basis to our reporting currency using prior period average foreign currency exchange rates in which the transactions occurred.
ARR resulting from the annualization of recurring contracts with consumption measurement durations of less than one year, as a percentage of total ARR, was 47%, 43%, and 38% as of December 31, 2023, 2022, and 2021, respectively, with our E365 subscription offering representing 41%, 35%, and 29% of total ARR as of December 31, 2023, 2022, and 2021, respectively.
ARR resulting from the annualization of recurring contracts with consumption measurement durations of less than one year, as a percentage of total ARR, was 50%, 47%, and 43% as of December 31, 2024, 2023, and 2022, respectively, with our E365 subscription offering representing 45%, 41%, and 35% of total ARR as of December 31, 2024, 2023, and 2022, respectively. 43 In March 2022, in response to the Russia‑Ukraine war, we announced a pause of sales in Russia and Belarus, in addition to our strict compliance with applicable sanctions, regimes, and other regulatory restrictions on business activities in those countries.
Subscriptions . For the year ended December 31, 2023, the increase in subscriptions revenues was primarily driven by improvements in our business performance of approximately $115,786 ($116,406 on a constant currency basis) and the impact of our platform acquisition of approximately $4,301 ($4,111 on a constant currency basis).
For the year ended December 31, 2024, the increase in revenues from APAC was primarily driven by improvements in our business performance of $23,772 ($26,308 on a constant currency basis).
General and administrative expenses primarily include headcount‑related costs for our finance, human resources, and legal functions, as well as professional fees for legal and accounting services. General and administrative expenses also include acquisition costs, which consist of costs related to legal, accounting, valuation, insurance, and other consulting and transaction fees.
Additionally, selling and marketing expenses further increased due to an increase in promotional costs of $5,449. 40 General and administrative . General and administrative expenses primarily include headcount‑related costs for our finance, human resources, and legal functions, as well as professional fees for legal and accounting services.
We have funded and expect to continue to be able to fund our purchase obligations with cash flows generated from operations or existing cash and cash equivalents. See Note 18 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information on our purchase obligations.
See Note 21 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10‑K for additional information.
Improvements in business performance for the year ended December 31, 2023 were led by our engineering applications, geoprofessional applications, and our Bentley Infrastructure Cloud for project delivery. Perpetual licenses . For the year ended December 31, 2023, the increase in perpetual licenses revenues was primarily driven by improvements in business performance of approximately $2,661 ($3,181 on a constant currency basis).
Improvements in business performance for the year ended December 31, 2024 were led by our engineering applications, followed by Seequent geoprofessional applications, and our Bentley Infrastructure Cloud for project delivery. Perpetual licenses . For the year ended December 31, 2024, perpetual licenses revenues were flat compared to the prior year. Services.
We cannot provide assurance that we could obtain additional financing on favorable terms or at all. 53 Cash Flow Activity Year Ended December 31, 2023 2022 2021 Net cash provided by (used in): Operating activities $ 416,696 $ 274,324 $ 288,024 Investing activities (60,504) (770,127) (1,056,603) Financing activities (359,074) 243,034 982,582 Operating Activities For the year ended December 31, 2023, compared to the prior year, net cash provided by operating activities was higher by $142,372 due to an increase in net income of $152,007 and an increase in net cash flows from the change in operating assets and liabilities of $112,542, partially offset by a net decrease in non‑cash adjustments of $122,177.
Cash Flows Activity Year Ended December 31, 2024 2023 2022 Net cash provided by (used in): Operating activities $ 435,292 $ 416,696 $ 274,324 Investing activities (143,267) (60,504) (770,127) Financing activities (289,850) (359,074) 243,034 Operating Activities For the year ended December 31, 2024, compared to the prior year, net cash provided by operating activities was higher by $18,596 due to a net increase in non‑cash adjustments of $185,856, partially offset by a decrease in net income of $92,354 and a decrease in net cash flows from the change in operating assets and liabilities of $74,906.
Intangible assets, other than goodwill and in‑process research and development, are amortized on a straight‑line basis over their estimated useful lives, which range from three to ten years. Goodwill consists of the excess of cost over the fair value of net assets acquired in business combinations.
Goodwill and Other Intangible Assets Intangible assets arise from acquisitions and principally consist of goodwill, trademarks, customer relationships, in‑process research and development, and acquired software and technology. Intangible assets, other than goodwill and in‑process research and development, are amortized on a straight‑line basis over their estimated useful lives.
During the years ended December 31, 2023 and 2022, we made cash repatriations to the U.S. of approximately $93,000 and $150,000, respectively, from earnings generated by our foreign subsidiaries. In 2023, the repatriations were used to supplement our domestic working capital requirements and to pay down our Credit Facility.
We also use cash to fund our acquisitions of software assets and businesses, and other investment activities. During the years ended December 31, 2024 and 2023, we made cash repatriations to the U.S. of approximately $138,000 and $93,000, respectively, from earnings generated by our foreign subsidiaries.
Contractual Obligations and Other Commitments: The following table summarizes our most significant contractual obligations as of December 31, 2023: Total Short-Term Long-Term Debt Obligations (1) $ 1,544,858 $ 10,000 $ 1,534,858 Purchase Obligations 127,000 50,000 77,000 DCP Obligations 90,536 2,355 88,181 (1) Amounts represent the face value of debt and exclude interest payments.
Contractual Obligations and Other Commitments: The following table summarizes our most significant contractual obligations as of December 31, 2024: Total Short-Term Long-Term Debt Obligations (1) $ 1,398,145 $ — $ 1,398,145 Purchase Obligations 113,700 59,200 54,500 DCP Obligations 100,482 3,798 96,684 (1) Amounts represent the face value of debt and exclude interest payments.
For the year ended December 31, 2023, the effective tax rate was lower as compared to the year ended December 31, 2022 primarily due to the discrete tax benefit recognized as a result of the internal legal entity restructuring described below.
For the year ended December 31, 2024, the effective tax rate was higher as compared to the year ended December 31, 2023 primarily due to the discrete tax benefit recognized as a result of the internal legal entity restructuring during the fourth quarter of 2023 described below, as well as a decrease in discrete tax benefits related to stock‑based compensation, net of the impact from officer compensation limitation provisions, partially offset by the decrease in the adverse effective tax rate impact of the net tax on foreign earnings.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeWe estimate that a 10% strengthening of the U.S. dollar versus our other currencies would have lowered our 2023 annual operating income by approximately $1.5 million. 59 Interest Rate Risk We had cash and cash equivalents of $68.4 million and $71.7 million as of December 31, 2023 and 2022, respectively, which consisted of bank deposits and money market funds maintained at various financial institutions.
Biggest changeWe had cash and cash equivalents of $64.0 million and $68.4 million as of December 31, 2024 and 2023, respectively, which consisted of bank deposits and money market funds maintained at various financial institutions. The cash and cash equivalents are held primarily for working capital purposes. Such interest-earning instruments carry a degree of interest rate risk.
We do not hold financial instruments for trading purposes. Foreign Currency Exchange Risk Our revenues, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates. We regularly evaluate our foreign currency positions in the context of the natural hedging of revenues and expenses and corresponding exposure.
We do not hold financial instruments for trading purposes. 54 Foreign Currency Exchange Risk Our revenues, earnings, cash flows, receivables, and payables are subject to fluctuations due to changes in foreign currency exchange rates. We regularly evaluate our foreign currency positions in the context of the natural hedging of revenues and expenses and corresponding exposure.
The interest rates on our Credit Facility also fluctuate based on various market conditions that affect the Secured Overnight Financing Rate (“SOFR”), the prime rate, or the overnight bank funding effective rate. The cost of borrowing thereunder may be impacted as a result of our interest rate risk exposure.
Interest Rate Risk The interest rates on our Credit Facility fluctuate based on various market conditions that affect the Secured Overnight Financing Rate (“SOFR”), the prime rate, or the overnight bank funding effective rate. The cost of borrowing thereunder may be impacted as a result of our interest rate risk exposure.
Effective on April 2, 2020, we entered into an interest rate swap with a notional amount of $200.0 million and a ten‑year term to reduce the interest rate risk associated with our Credit Facility.
Effective on April 2, 2020, we entered into an interest rate swap with a notional amount of $200.0 million and a ten‑year term to reduce the interest rate risk associated with a portion of our floating rate debt.
For the year ended December 31, 2023, approximately 58% of our total revenues are derived from outside of the U.S. and approximately 35% of our revenues are denominated in foreign currencies.
For the year ended December 31, 2024, approximately 58% of our total revenues are derived from outside of the U.S. and approximately 34% of our revenues are denominated in a currency other than the U.S. dollar.
In 2023, 65%, 10%, 6%, 4%, and 15% of our total revenues were denominated in U.S. dollars, euros, British pounds, Canadian dollars, and other currencies, respectively, and 55%, 12%, 8%, 7%, and 18% of our aggregate cost of revenues and operating expenses were denominated in U.S. dollars, euros, British pounds, Canadian dollars, and other currencies, respectively.
In 2024, 66%, 11%, 6%, 3%, and 14% of our total revenues were denominated in U.S. dollars, euros, British pounds, Canadian dollars, and other currencies, respectively, and 58%, 11%, 8%, 7%, and 16% of our aggregate cost of revenues and operating expenses were denominated in U.S. dollars, euros, British pounds, Canadian dollars, and other currencies, respectively.
Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our consolidated financial statements.
Due to the short-term nature of our investments, we have not been exposed to, nor do we anticipate being exposed to, material risks due to changes in interest rates.
Inflation Risk We do not believe that inflation has had a material effect on our business, financial condition, or results of operations. Item 8. Financial Statements and Supplementary Data The information required by this item is included at the end of this report beginning on page F‑1. Item 9.
Financial Statements and Supplementary Data The information required by this item is included at the end of this report beginning on page F‑1. Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. 55
The cash and cash equivalents are held primarily for working capital purposes. Such interest-earning instruments carry a degree of interest rate risk. To date, fluctuations in interest income have not been significant. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk.
To date, fluctuations in interest income have not been significant. The primary objective of our investment activities is to preserve principal while maximizing income without significantly increasing risk. A hypothetical 10% change in interest rates during any of the periods presented would not have had a material impact on our consolidated financial statements. Item 8.
Removed
Financial results therefore are affected by changes in foreign currency rates.
Added
Financial results therefore are affected by changes in foreign currency rates. We estimate that a 10% strengthening of the U.S. dollar versus our other currencies would have lowered our 2024 annual operating income by approximately $1.5 million.
Removed
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure None. 60

Other BSY 10-K year-over-year comparisons