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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM�8-K

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CURRENT REPORT

Pursuant to Section�13 or 15(d)�of the Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported):� January�28, 2015

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ASPEN TECHNOLOGY,�INC.

(Exact name of registrant as specified in its charter)

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Registrant�s telephone number, including area code: (781) 221-6400

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(Former name or former address, if changed since last report.)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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o����������� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����������� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����������� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02.������������ Events Results of Operations and Financial Condition.

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On January�28, 2015, we issued a press release announcing financial results for the second quarter of fiscal 2015, which ended December�31, 2014. The full text of the press release issued in connection with this announcement is attached as Exhibit�99.1 to this Current Report on Form�8-K.

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The information in this Item 2.02, including Exhibit�99.1, shall not be deemed �filed� for the purposes of Section�18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 except as expressly set forth by specific reference in such a filing.

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Item 9.01������������ Financial Statements and Exhibits.

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(d)���������� Exhibits.

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The following exhibit relating to Item 2.02 shall be deemed to be furnished, and not filed:

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SIGNATURE

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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EXHIBIT�INDEX

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Exhibit 99.1

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Contacts:

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Aspen Technology Announces Financial Results for the Second Quarter of Fiscal 2015

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Bedford, Mass. � January�28, 2015 � Aspen Technology,�Inc. (NASDAQ: AZPN), a leading provider of software and services to the process industries, today announced financial results for its second quarter of fiscal year 2015, ended December�31, 2014.

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Antonio Pietri, President and Chief Executive Officer of AspenTech, said, �AspenTech reported strong second quarter financial results that exceeded expectations from both a revenue and profitability perspective, highlighted by TLCV growth of nearly 13%. We continue to see positive demand trends for the aspenONE platform as customers focus on driving increased efficiency across their operations. This remains a top strategic priority for customers even in an uncertain and volatile economic and oil price environment.�

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Pietri continued, �We are also maintaining expense discipline that is driving increased levels of profitability and cash generation.� During the quarter we repurchased $72 million of our common stock and today our Board of Directors has authorized a new $450 million share repurchase program.� We are focused on driving continued top and bottom line growth and utilizing our financial strength to generate long-term shareholder value.�

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Second Quarter Fiscal 2015 and Recent Business Highlights

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����������������� The license portion of total contract value was $1.97 billion at the end of the second quarter of fiscal 2015, which increased 12.8% compared to the second quarter of fiscal 2014 and 4.5% sequentially.

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����������������� Total contract value, including the value of bundled maintenance, was $2.33 billion at the end of the second quarter of fiscal 2015, which increased 13.9% compared to the second quarter of fiscal 2014 and 4.6% sequentially.

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����������������� Annual spend, which the company defines as the annualized value of all term license and maintenance revenue contracts at the end of the quarter, was $399.9 million at the end of the second quarter of fiscal 2015, which increased 12.3% compared to the second quarter of fiscal 2014 and 3.9% sequentially.

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����������������� GAAP operating margin was 43.2%, compared to 36.6% in the second quarter of fiscal 2014.� Non-GAAP operating margin was 46.6%, compared to 40.0% in the second quarter of fiscal 2014.

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����������������� We repurchased approximately two million shares of our common stock for $72.0 million in the second quarter of fiscal 2015.

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Summary of Second Quarter Fiscal Year 2015 Financial Results

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AspenTech�s total revenue of $107.8 million increased 9.1% from $98.8 million in the second quarter of the prior year.

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������������������ Subscription and software revenue was $98.7 million in the second quarter of fiscal 2015, an increase from $88.9 million in the second quarter of fiscal 2014.

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������������������ Services and other revenue was $9.1 million in the second quarter of fiscal 2015, compared to $9.8 million in the second quarter of fiscal 2014.

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For the quarter ended December�31, 2014, AspenTech reported income from operations of $46.5 million, compared to income from operations of $36.1 million for the quarter ended December�31, 2013.

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Net income was $30.5 million for the quarter ended December�31, 2014, leading to net income per share of $0.34, compared to net income per share of $0.25 in the same period last fiscal year.

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Non-GAAP income from operations, which adds back stock-based compensation expense, restructuring charges, amortization of intangibles associated with acquisitions and non-capitalized acquired technology, was $50.2 million for the second quarter of fiscal 2015, compared to non-GAAP income from operations of $39.5 million in the same period last fiscal year.� Non-GAAP net income was $32.8 million, or $0.36 per share, for the second quarter of fiscal 2015, compared to non-GAAP net income of $25.4 million, or $0.27 per share, in the same period last fiscal year.� A reconciliation of GAAP to non-GAAP results is included in the financial tables included in this press release.

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AspenTech had a cash and marketable securities balance of $256.5 million at December�31, 2014, a decrease of $32.7 million from the end of the prior quarter after repurchasing $72.0 million of common stock, of which $70.9 million settled in the quarter. During the second quarter, the company generated $41.4 million in non-GAAP cash flow from operations and $40.0 million in free cash flow after taking into consideration $1.4 million in capital expenditures and capitalized software.

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Board of Directors Approves $450 Million Share Repurchase Program

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AspenTech�s Board of Directors approved a share repurchase program for up to $450 million. This program replaces the company�s existing share repurchase program, which had approximately $58 million remaining as of December�31, 2014. The timing and amount of any shares repurchased will be determined by AspenTech based on its evaluation of market conditions and other factors. Repurchases may also be made under a Rule�10b5-1 plan, which would permit shares to be repurchased when AspenTech might otherwise be precluded from doing so under applicable insider trading laws and regulations. The repurchase program may be suspended or discontinued at any time.

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Use of Non-GAAP Financial Measures

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This press release contains �non-GAAP financial measures,� which are not based on a comprehensive set of accounting rules�or principles.� This non-GAAP information supplements,

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and is not intended to represent a measure of performance in accordance with, disclosures required by generally accepted accounting principles, or GAAP.� Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.� A reconciliation of GAAP to non-GAAP results is included in the financial tables included in this press release.

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Management considers both GAAP and non-GAAP financial results in managing AspenTech�s business.� As the result of adoption of new licensing models, management believes that a number of AspenTech�s performance indicators based on GAAP, including revenue, gross profit, operating income and net income, should be viewed in conjunction with certain non-GAAP and other business measures in assessing AspenTech�s performance, growth and financial condition.� Accordingly, management utilizes a number of non-GAAP and other business metrics, including the non-GAAP metrics set forth in this press release, to track AspenTech�s business performance.� None of these non-GAAP metrics should be considered as an alternative to any measure of financial performance calculated in accordance with GAAP.

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Conference Call and Webcast

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AspenTech will host a conference call and webcast today, January�28, 2015, at 4:30�p.m. (Eastern Time), to discuss the company�s financial results for the second quarter fiscal year 2015 as well as the company�s business outlook.

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The live dial-in number is (866) 604-6127 or (706) 634-5625, conference ID code 65776046. Interested parties may also listen to a live webcast of the call by logging on to the Investor Relations section of AspenTech�s website, http://www.aspentech.com/corporate/investor.cfm, and clicking on the �webcast� link.� A replay of the call will be archived on AspenTech�s website and will also be available via telephone at (855) 859-2056 or (404) 537-3406, conference ID code 65776046, through February�28, 2015.

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About AspenTech

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AspenTech is a leading supplier of software that optimizes process manufacturing � for energy, chemicals, engineering and construction, and other industries that manufacture and produce products from a chemical process. With integrated aspenONE solutions, process manufacturers can implement best practices for optimizing their engineering, manufacturing and supply chain operations. As a result, AspenTech customers are better able to increase capacity, improve margins, reduce costs and become more energy efficient.� To see how the world�s leading process manufacturers rely on AspenTech to achieve their operational excellence goals, visit www.aspentech.com.

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Forward-Looking Statements

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The third paragraph of this press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.� Actual results may vary significantly from AspenTech�s expectations based on a number of risks and uncertainties, including, without limitation:� AspenTech�s failure to increase usage and product adoption of aspenONE offerings, and failure to continue to provide innovative, market-leading solutions; demand for, or usage of, aspenONE software declines for any reason; unfavorable economic and market conditions or a lessening demand in the market for process optimization software; and other risk factors described from time to time in AspenTech�s periodic reports filed

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with the Securities and Exchange Commission.� AspenTech cannot guarantee any future results, levels of activity, performance, or achievements.� AspenTech expressly disclaims any obligation to update forward-looking statements after the date of this press release.

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� 2015 Aspen Technology,�Inc.� AspenTech, aspenONE and the Aspen leaf logo are registered trademarks of Aspen Technology,�Inc. All rights reserved. All other trademarks are property of their respective owners.

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Source: Aspen Technology,�Inc.

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ASPEN TECHNOLOGY,�INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS*

(Unaudited in thousands, except per share data)

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(*)- Certain items in prior period Consolidated Statements of Operations have been reclassified to conform to the current period presentation.

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ASPEN TECHNOLOGY,�INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited in thousands, except share data)

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ASPEN TECHNOLOGY,�INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS*

(Unaudited in thousands)

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� (*)- Certain items for the three and six months ended December 31, 2013 and the three months ended September 30, 2014 presented in the Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation.

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ASPEN TECHNOLOGY,�INC. AND SUBSIDIARIES

Reconciliation of GAAP to Non-GAAP Results of Operations and Cash Flows

The following tables reflect a reconciliation of selected Aspen Technology GAAP to Non-GAAP results of operations and cash flows.
(unaudited in thousands, except per share data)

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(a)�GAAP total expenses

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(b)�Stock-based compensation expense was as follows:

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(c)�The income tax effect on non-GAAP items for the three and six months ended December�31, 2014 and 2013 is calculated utilizing the Company�s estimated federal and state tax rate of 36%.

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(d)�Excess tax benefits from stock-based compensation are included in non-GAAP cash flows from operating activities and free cash flow to be consistent with the treatment of other tax benefits. Refer to the Company�s Form�10-Q for the period ended December�31, 2014 for additional details.

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