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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): October 28, 2014

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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 October�28, 2014, we issued a press release announcing financial results for the first quarter of fiscal 2015, which ended September�30, 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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Exhibit�No.	�	Description
�	�	�
99.1	�	Press release issued by Aspen Technology,�Inc. on October�28, 2014, with respect to financial results for the quarter ended September�30, 2014

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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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ASPEN TECHNOLOGY,�INC.	�
�	�
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�	Date: October�28, 2014
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�	By:
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�	/s/ Mark P. Sullivan
�	Mark P. Sullivan
�	Executive Vice President and Chief Financial Officer

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EXHIBIT�INDEX

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Exhibit�No.	�	Description
�	�	�
99.1	�	Press release issued by Aspen Technology,�Inc. on October�28, 2014, with respect to financial results for the quarter ended September�30, 2014

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Exhibit 99.1

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Contacts:

Media Contact	�	Investor Contact
David Grip	�	Brian Denyeau
AspenTech	�	ICR
+1 781-221-5273	�	+1 646-277-1251
[email protected]	�	[email protected]

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

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Burlington, Mass. � October�28, 2014 � Aspen Technology,�Inc. (NASDAQ: AZPN), a leading provider of software and services to the process industries, today announced financial results for its first quarter of fiscal year 2015, ended September�30, 2014.

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Antonio Pietri, President and Chief Executive Officer of AspenTech, said, �AspenTech delivered solid first quarter results highlighted by 46% non-GAAP operating margin, $37 million of free cash flow, and double-digit year-over-year growth in total license contract value.� The pipeline of opportunities to drive increased usage across the aspenONE suites continues to grow. We believe we are well positioned to generate double-digit total license contract value growth as well as strong profitability and free cash flow in fiscal year 2015.�

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First Quarter Fiscal 2015 and Recent Business Highlights

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������������������ The license portion of total contract value was $1.88 billion at the end of the first quarter of fiscal 2015, which increased 11.3% compared to the first quarter of fiscal 2014 and 1.7% sequentially.

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������������������ Total contract value, including the value of bundled maintenance, was $2.23 billion at the end of the first quarter of fiscal 2015, which increased 12.5% compared to the first quarter of fiscal 2014 and 1.7% 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 approximately $385 million at the end of the first quarter of fiscal 2015, which increased 11.2% compared to the first quarter of fiscal 2014 and 1.4% sequentially.

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������������������ GAAP operating margin was 41.7%, compared to 28.4% in the first quarter of fiscal 2014.� Non-GAAP operating margin was 45.8%, compared to 33.7% in the first quarter of fiscal 2014.

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������������������ We repurchased 1.1 million shares of our common stock for $45 million in the first quarter of 2015.

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Summary of First Quarter Fiscal Year 2015 Financial Results

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AspenTech�s total revenue of $107.1 million increased 22.3% from $87.6 million in the first quarter of the prior year.

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������������������ Subscription and software revenue was $98.7 million in the first quarter of fiscal 2015, an increase from $78.7 million in the first quarter of fiscal 2014.

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������������������ Services and other revenue was $8.4 million in the first quarter of fiscal 2015, compared to $8.9 million in the first quarter of fiscal 2014.

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For the quarter ended September�30, 2014, AspenTech reported income from operations of $44.6 million, compared to income from operations of $24.8 million for the quarter ended September�30, 2013.

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Net income was $29.0 million for the quarter ended September�30, 2014, leading to net income per share of $0.32, compared to net income per share of $0.16 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 $49.1 million for the first quarter of fiscal 2015, compared to non-GAAP income from operations of $29.5 million in the same period last fiscal year.� Non-GAAP net income was $31.8 million, or $0.35 per share, for the first quarter of fiscal 2015, compared to non-GAAP net income of $18.0 million, or $0.19 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 $289.1 million at September�30, 2014, a decrease of $9.3 million from the end of the prior quarter after using $45.0 million in cash to repurchase shares of common stock. During the first quarter, the company generated $39.9 million in cash flow from operations and $37.0 million in free cash flow after taking into consideration $3.0 million in capital expenditures and capitalized software.

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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, 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, October�28, 2014, at 4:30�p.m. (Eastern Time), to discuss the company�s financial results for the first 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 17625435. 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 17625435, through November�28, 2014.

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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 second 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 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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� 2014 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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�	�	Three�Months�Ended					�
�	�	September�30,					�
�	�	2014		�	2013		�
Revenue:	�	�		�	�		�
Subscription and software	�	$	98,743	�	$	78,683	�
Services and other	�	8,383		�	8,882		�
Total revenue	�	107,126		�	87,565		�
Cost of revenue:	�	�		�	�		�
Subscription and software	�	5,201		�	4,620		�
Services and other	�	7,180		�	7,458		�
Total cost of revenue	�	12,381		�	12,078		�
Gross profit	�	94,745		�	75,487		�
Operating expenses:	�	�		�	�		�
Selling and marketing	�	21,618		�	22,931		�
Research and development	�	16,268		�	15,834		�
General and administrative	�	12,225		�	11,876		�
Restructuring charges	�	�		�	(3		)
Total operating expenses	�	50,111		�	50,638		�
Income from operations	�	44,634		�	24,849		�
Interest income	�	135		�	387		�
Interest expense	�	(3		)	(18		)
Other income (expense), net	�	188		�	(804		)
Income before provision for income taxes	�	44,954		�	24,414		�
Provision for income taxes	�	15,987		�	9,415		�
Net income	�	$	28,967	�	$	14,999	�
Net income per common share:	�	�		�	�		�
Basic	�	$	0.32	�	$	0.16	�
Diluted	�	$	0.32	�	$	0.16	�
Weighted average shares outstanding:	�	�		�	�		�
Basic	�	91,183		�	93,410		�
Diluted	�	91,891		�	94,522		�

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ASPEN TECHNOLOGY,�INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited in thousands, except share data)

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�	�	September�30,		�	June�30,		�
�	�	2014		�	2014		�
ASSETS	�	�		�	�		�
Current assets:	�	�		�	�		�
Cash and cash equivalents	�	$	193,134	�	$	199,526	�
Short-term marketable securities	�	72,352		�	67,619		�
Accounts receivable, net	�	24,775		�	38,532		�
Current portion of installments receivable, net	�	412		�	640		�
Unbilled services	�	1,113		�	1,656		�
Prepaid expenses and other current assets	�	9,065		�	10,567		�
Prepaid income taxes	�	701		�	605		�
Current deferred tax assets	�	7,104		�	10,537		�
Total current assets	�	308,656		�	329,682		�
Long-term marketable securities	�	23,635		�	31,270		�
Non-current installments receivable, net	�	551		�	811		�
Property, equipment and leasehold improvements, net	�	9,513		�	7,588		�
Computer software development costs, net	�	1,349		�	1,390		�
Goodwill	�	18,596		�	19,276		�
Non-current deferred tax assets	�	11,207		�	12,765		�
Other non-current assets	�	4,728		�	5,190		�
Total assets	�	$	378,235	�	$	407,972	�
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LIABILITIES AND STOCKHOLDERS� EQUITY	�	�		�	�		�
Current liabilities:	�	�		�	�		�
Accounts payable	�	$	1,961	�	$	412	�
Accrued expenses and other current liabilities	�	26,136		�	34,984		�
Income taxes payable	�	997		�	2,168		�
Current deferred revenue	�	213,545		�	228,940		�
Total current liabilities	�	242,639		�	266,504		�
Non-current deferred revenue	�	43,267		�	45,942		�
Other non-current liabilities	�	22,340		�	11,850		�
Commitments and contingencies	�	�		�	�		�
Series�D redeemable convertible preferred stock, $0.10 par value�	�	�		�	�		�
Authorized� 3,636 shares as of September�30, 2014 and June�30, 2014	�	�		�	�		�
Issued and outstanding� none as of September�30, 2014 and June�30, 2014	�	�		�	�		�
Stockholders� equity:	�	�		�	�		�
Common stock, $0.10 par value� Authorized�210,000,000 shares	�	�		�	�		�
Issued� 101,188,994 shares at September�30, 2014 and 101,033,740 shares at June�30, 2014	�	�		�	�		�
Outstanding� 90,766,389 shares at September�30, 2014 and 91,661,850 shares at June�30, 2014	�	10,119		�	10,103		�
Additional paid-in capital	�	595,223		�	591,324		�
Accumulated deficit	�	(235,067		)	(264,034		)
Accumulated other comprehensive income	�	7,803		�	9,372		�
Treasury stock, at cost�10,422,605 shares of common stock at September�30, 2014 and 9,371,890 shares at June�30, 2014	�	(308,089		)	(263,089		)
Total stockholders� equity	�	69,989		�	83,676		�
Total liabilities and stockholders� equity	�	$	378,235	�	$	407,972	�

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ASPEN TECHNOLOGY,�INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited in thousands)

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�	�	Three�Months�Ended					�
�	�	September�30,					�
�	�	2014		�	2013		�
Cash flows from operating activities:	�	�		�	�		�
Net income	�	$	28,967	�	$	14,999	�
Adjustments to reconcile net income to net cash provided by operating activities:	�	�		�	�		�
Depreciation and amortization	�	1,352		�	1,202		�
Net foreign currency (gains) losses	�	(660		)	564		�
Stock-based compensation	�	4,204		�	4,387		�
Deferred income taxes	�	15,560		�	8,618		�
Provision for bad debts	�	(1,329		)	20		�
Excess tax benefits from stock-based compensation	�	(72		)	(41		)
Other non-cash operating activities	�	462		�	73		�
Changes in assets and liabilities:	�	�		�	�		�
Accounts receivable	�	14,990		�	1,152		�
Unbilled services	�	527		�	194		�
Prepaid expenses, prepaid income taxes, and other assets	�	1,242		�	870		�
Installments receivable	�	253		�	3,029		�
Accounts payable, accrued expenses, and other liabilities	�	(7,889		)	(9,477		)
Deferred revenue	�	(17,664		)	323		�
Net cash provided by operating activities	�	39,943		�	25,913		�
Cash flows from investing activities:	�	�		�	�		�
Purchase of marketable securities	�	(11,985		)	(7,974		)
Maturities of marketable securities	�	14,513		�	4,538		�
Purchase of property, equipment and leasehold improvements	�	(2,891		)	(915		)
Capitalized computer software development costs	�	(136		)	(219		)
Net cash used in investing activities	�	(499		)	(4,570		)
Cash flows from financing activities:	�	�		�	�		�
Exercise of stock options	�	1,050		�	2,933		�
Repurchases of common stock	�	(45,000		)	(28,919		)
Payment of tax withholding obligations related to restricted stock	�	(1,411		)	(2,449		)
Excess tax benefits from stock-based compensation	�	72		�	41		�
Net cash used in financing activities	�	(45,289		)	(28,394		)
Effect of exchange rate changes on cash and cash equivalents	�	(547		)	223		�
Decrease in cash and cash equivalents	�	(6,392		)	(6,828		)
Cash and cash equivalents, beginning of period	�	199,526		�	132,432		�
Cash and cash equivalents, end of period	�	$	193,134	�	$	125,604	�
�	�	�		�	�		�
Supplemental disclosure of cash flow information:	�	�		�	�		�
Income taxes paid, net	�	$	1,551	�	$	1,330	�
Interest paid	�	3		�	18		�

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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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�	�	Three�Months�Ended September�30,					�
�	�	2014		�	2013		�
Total expenses	�	�		�	�		�
GAAP total expenses (a)	�	$	62,492	�	$	62,716	�
Less:	�	�		�	�		�
Stock-based compensation (b)�	�	(4,204		)	(4,387		)
Restructuring charges	�	�		�	3		�
Amortization of purchased technology intangibles	�	(224		)	(250		)
Non-GAAP total expenses	�	$	58,064	�	$	58,082	�
�	�	�		�	�		�
Income from operations	�	�		�	�		�
GAAP income from operations	�	$	44,634	�	$	24,849	�
Plus:	�	�		�	�		�
Stock-based compensation (b)�	�	4,204		�	4,387		�
Restructuring charges	�	�		�	(3		)
Amortization of purchased technology intangibles	�	224		�	250		�
Non-GAAP income from operations	�	$	49,062	�	$	29,483	�
�	�	�		�	�		�
Net income	�	�		�	�		�
GAAP net income	�	$	28,967	�	$	14,999	�
Plus:	�	�		�	�		�
Stock-based compensation (b)�	�	4,204		�	4,387		�
Restructuring charges	�	�		�	(3		)
Amortization of purchased technology intangibles	�	224		�	250		�
Less:	�	�		�	�		�
Income tax effect on Non-GAAP items (c)�	�	(1,594		)	(1,668		)
Non-GAAP net income	�	$	31,801	�	$	17,965	�
�	�	�		�	�		�
Diluted income per share	�	�		�	�		�
GAAP diluted income per share	�	$	0.32	�	$	0.16	�
Plus:	�	�		�	�		�
Stock-based compensation (b)�	�	0.05		�	0.05		�
Restructuring charges	�	�		�	�		�
Amortization of purchased technology intangibles	�	�		�	�		�
Less:	�	�		�	�		�
Income tax effect on Non-GAAP items (c)�	�	(0.02		)	(0.02		)
Non-GAAP diluted income per share	�	$	0.35	�	$	0.19	�
�	�	�		�	�		�
Shares used in computing Non-GAAP diluted income per share	�	91,891		�	94,522		�

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�	�		Three�Months�Ended September�30,						�
�		�	2014		�	�	2013		�
Non-GAAP Cash Flows from Operating Activities and Free Cash Flow		�	�		�	�	�		�
GAAP cash flows from operating activities		�	$	39,943	�	�	$	25,913	�
Plus:		�	�		�	�	�		�
Excess tax benefits from stock-based compensation (d)		�	72		�	�	41		�
Non-GAAP Cash Flows from Operating Activities		�	$	40,015	�	�	$	25,954	�
�		�	�		�	�	�		�
Less:		�	�		�	�	�		�
Purchase of property, equipment and leasehold improvements		�	(2,891		)	�	(915		)
Capitalized computer software development costs		�	(136		)	�	(219		)
Free Cash Flow		�	$	36,988	�	�	$	24,820	�

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(a)�GAAP total expenses

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�	�	Three�Months�Ended September�30,					�
�	�	2014		�	2013		�
Total costs of revenue	�	$	12,381	�	$	12,078	�
Total operating expenses	�	50,111		�	50,638		�
GAAP total expenses	�	$	62,492	�	$	62,716	�

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

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�	�	Three�Months�Ended September�30,					�
�	�	2014		�	2013		�
Cost�of�services�and�other	�	$	�338	�	$	�301	�
Selling and marketing	�	750		�	1,111		�
Research and development	�	991		�	856		�
General and administrative	�	2,125		�	2,119		�
Total stock-based compensation	�	$	4,204	�	$	4,387	�

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(c)�The income tax effect on non-GAAP items for the three months ended September�30, 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 September�30, 2014 for additional details.

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