What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2023-02-28 compared with 2022-03-01 · 230 added, 227 removed, 407 unchanged (53% of the section changed)

1 unchanged sentence

The Infrastructure Engineering Software Company

We are a leading global provider of software for infrastructure engineering, enabling the work of civil, structural, geoprofessional, and plant engineering practitioners, their project delivery enterprises, and owner‑operators of infrastructure assets.

We enable infrastructure professionals and their organizations, by “going digital” through our software and cloud services offerings, to better design, build, and operate better infrastructure.

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.

Our software enables digital workflows across engineering disciplines, distributed project teams, from offices to the field, and across computing form factors, including desktops, on-premises servers, cloud-native services, mobile devices, and web browsers.

Our software enables digital workflows across engineering disciplines, across distributed project teams, and from offices to the field.

Moreover, we believe that our offerings, in particular our infrastructure digital twin solutions, empower the achievement of sustainable development goals (“SDGs”) by helping our users – infrastructure professionals – realize outcomes that are more sustainable and resilient.

We deliver our solutions via on‑premises, cloud, and hybrid environments.

Our users engineer, construct, and operate projects and assets across the following infrastructure sectors:

• public works (including roads, rail, airports, ports, and water and wastewater networks)/ utilities (including electric, gas, water, and communications).

We estimate that this sector represents 52% of the net infrastructure asset value of the global top 500 infrastructure owners (the “global top 500 infrastructure owners”) based on the 2021 edition of the Bentley Infrastructure 500 Top Owners , our annual compilation of the world’s largest infrastructure owners ranked by net depreciated value of their tangible fixed assets;

• industrial (including discrete and process manufacturing, power generation, and water treatment plants)/ resources (including oil and gas, mining, offshore, and environmental).

• public works (including roads, rail, bridges, tunnels, airports, ports, and federal, state, and municipal agencies)/ utilities (including networks for electricity, gas, communications, and water, wastewater, and drainage).

We estimate that this sector represents 49% of the net infrastructure asset value of the global top 500 infrastructure owners based on the 2022 edition of the Bentley Infrastructure 500 Top Owners , our annual compilation of the world’s largest infrastructure owners ranked by net depreciated value of their tangible fixed assets;

• resources (including mining, oil and gas “upstream,” offshore, pipelines, environmental management, and renewable energy).

We estimate that this sector represents 21% of the global top 500 infrastructure owners’ net infrastructure asset value;

• commercial/facilities (including office buildings, hospitals, and campuses).

• industrial (including discrete and process manufacturing, oil and gas “downstream,” and power generation).

We estimate that this sector represents 18% of the global top 500 infrastructure owners’ net infrastructure asset value;

• commercial/facilities (including office buildings, retail facilities, hospitals, and campuses).

We estimate that this sector represents 12% of the global top 500 infrastructure owners’ net infrastructure asset value.

We address both the project and asset lifecycle phases of infrastructure, each with applications and enterprise information systems.

7 unchanged sentences

Our cloud-native iTwin Platform solutions enable digital twin workflows, which can span project and asset lifecycles.

Our comprehensive solutions for the entire project delivery and asset performance lifecycle—spanning conception, planning, surveying, geoscience, design, simulation, construction, and operations—include Engineering Applications , Geoprofessional Applications , Enterprise Systems , Industry Solutions , and our iTwin Platform for infrastructure digital twins.

Our comprehensive solutions for the entire project delivery and asset performance lifecycle—spanning conception, planning, surveying, subsurface, design, simulation, construction, and operations—include Engineering Applications , Geoprofessional Applications , Enterprise Systems , Industry Solutions , and our iTwin Platform for infrastructure digital twins.

Engineering Applications .

4 unchanged sentences

• Better designs .

Our modeling and simulation applications work together to improve infrastructure engineering quality, for instance to eliminate “clashes” across respective disciplines’ work.

Our modeling and simulation applications work together to improve infrastructure engineering quality, for instance to enable users to participate in data-centric workflows, including for integration, validation of design intent, rules checking, clash detection, component queries and reuse, quality assurance, and digital-twin deliverables creation.

Each application is for a specific purpose (asset-type or discipline;

15 unchanged sentences

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.

Our recent acquisition of Seequent Holdings Limited (“Seequent”) adds industry‑leading earth modeling, geoscience‑data management, and geoprofessional team collaboration software to our portfolio.

Our acquisition of Seequent Holdings Limited (“Seequent”) added industry‑leading earth modeling, subsurface‑data management, and geoprofessional team collaboration software to our portfolio.

The integration of these sophisticated technologies in combination with our existing geotechnical products, supplements visible built asset representations above ground with more probabilistic modeling of invisible subsurface conditions – deepening the potential of infrastructure digital twins.

5 unchanged sentences

As infrastructure and engineering projects become ever more complex, users need greater confidence in the earth sciences disciplines which support all surface infrastructure.

The combination of Seequent’s subsurface geoscience and our existing geotechnical products means users have more flexibility in how they comprehensively solve complex geoscience and engineering problems;

The combination of Seequent’s subsurface and our existing geotechnical products means users have more flexibility in how they comprehensively solve complex subsurface and engineering problems;

• Better decisions that benefit people and the planet .

2 unchanged sentences

Enterprise Systems .

Our Enterprise Systems support data management and collaborative workflows for both project delivery and asset performance.

Our Enterprise Systems, which span the end-to-end lifecycle and value chain of the world’s infrastructure, support data management and collaborative workflows for both project delivery and asset performance.

Our Enterprise Systems combine to form the Bentley Infrastructure Cloud, encompassing ProjectWise , for project delivery, SYNCHRO , for construction;

and AssetWise , for asset operations.

This data-centric, federated environment leverages digital twin workflows, powered by iTwin, to open up data contained in engineering files through automated and intrinsic mapping to our infrastructure schemas.

These schemas are open and extensible, and can link to reality modeling and Internet of Things (“IoT”) devices, thereby creating the potential for unifying, cloud-based solutions across the lifecycle of infrastructure engineering.

Project Delivery Systems .

2 unchanged sentences

Often during the project delivery lifecycle, key data are constantly changing, with inputs received from multiple sources, resulting in the need for a single source of information that is used to collect, manage, and disseminate information for the whole project team.

Our software assures that the rapidly-changing data are managed in a common data environment (“CDE”) such that only the correct milestone versions can be shared and referenced across the project.

Our software assures that the rapidly-changing data are managed in a common data environment (“CDE”) such that only the correct milestone versions can be shared and referenced across the project, while embedded digital twin workflows, powered by iTwin, enable interdisciplinary design review and advanced design validation to improve the effectiveness and quality of designs and the integration of reality modeling data.

This functionality enables infrastructure project organizations to “virtualize” their talent so that the required work can be shared by all participants everywhere through our software, reducing the need for physical co-location of the project resources.

Our 4D construction modeling software spatially and temporally integrates a project’s 3D engineering models into its construction schedules to assess sequencing strategies and to visualize and understand planned and actual progress over the project timeline.

Users of our Project Delivery systems can also apply analytics at the level of engineering fidelity across all projects, learn from and reuse rich project data, and retain knowledge to enhance the quality and efficiency of future projects.

Our SYNCHRO 4D construction modeling software spatially and temporally integrates a project’s 3D engineering models into its construction schedules to assess sequencing strategies and to visualize and understand planned and actual progress over the project timeline.

Our solutions also enable project delivery teams to optimally define and manage discrete engineering, construction, and installation work packages, including the construction trades’ “workface planning,” which considers crafts and materials by day and zone.

For work packages, which increasingly take advantage of modular offsite fabrication and manufacturing, our software manages and enables 4D visualization of the necessary spatial and logistical interfaces, which enable users to, among other things, perform virtual walk-throughs, query model information, and analyze embedded property data using a simple web browser.

Benefits of our Project Delivery systems to project delivery enterprises include:

1 unchanged sentence

Our solutions incorporate the rigorous workflow protocols required for structured coordination across engineering and construction supply chains and across geographies, enabling global sourcing for integrated project delivery, while maximizing economics, quality, and safety ;

and simultaneously creating visibility and traceability in deliverables workflows, with a comprehensive audit trail;

• Comprehensive collaboration.

5 unchanged sentences

Our Asset Performance systems are used to manage engineering information and geospatial relationships for operating and provisioning infrastructure across all sectors, including linear networks for transportation, energy transmission and distribution, water, and communications.

Our asset performance modeling provides the needed analytical context for “right-time” data, including from Internet of Things (“IoT”) sensor capabilities, to yield actionable insights.

Our asset performance modeling provides the needed analytical context for “right-time” data, including from IoT sensor capabilities, to yield actionable insights.

Benefits of our Asset Performance systems for owner‑operators include:

22 unchanged sentences

• Fit‑for‑purpose infrastructure digital twins .

We leverage our deep domain expertise and our iTwin Platform to support fit‑for‑purpose digital twins, such as our current offerings for industrial plants, water and wastewater networks, and communications towers, as well as asset-specific solutions, powered by iTwin, such as those for bridge or dam operators that enable virtual asset inspections, unified access to sensor data, and the ability to identify and classify defects.

iTwin Platform.

Our iTwin Platform for infrastructure digital twin offerings enable our users to create and curate cloud‑native 4D digital representations of physical infrastructure assets, incorporating underlying engineering information, federated with operational data, and then to model, simulate, analyze, chronicle, and predict performance over time.

Our iTwin Platform for infrastructure digital twin offerings, leveraging our infrastructure schemas, enables our users to create and curate cloud‑native 4D/5D digital representations of physical infrastructure assets, incorporating underlying engineering information, federated with operational data, and then to model, simulate, analyze, chronicle, and predict performance over time.

Using digital twins, our users can more fully extend digital workflows across project delivery and asset performance, increasing the value of infrastructure engineers’ work.

Our digital twins technology is built on our iTwin Platform, which we use to build cloud services to enable digital twin workflows for a wide range of potential use cases.

We have used the iTwin Platform to create cloud services which add digital twin capabilities to our project delivery and asset performance offerings, to create fit‑for‑purpose digital twin solutions for specific asset classes, and to support an emerging ecosystem of third-party developers.

Third parties can participate in this ecosystem by using iTwin.js, an open‑source development library, to develop desktop, mobile, or web apps that leverage the iTwin Platform or that augment iTwin products from us or from other third parties.

Our iTwin Platform powers the Bentley Infrastructure Cloud to add digital twin capabilities to our project delivery, 4D construction, and asset performance offerings.

It also supports an emerging ecosystem of third-party developers who can participate by using iTwin.js, an open‑source development library, to develop desktop, mobile, or web apps that leverage the iTwin Platform or that augment iTwin products from us or from other third parties.

While iTwin.js is open source, use of the iTwin Platform or of our products built on the iTwin Platform do require licenses from us.

Applications from Bentley Systems and third parties can participate in digital twin workflows through connectors, which enable any engineering file format to populate the iTwin Platform database schema.

The iModel database is a distributed database based on a semantically intelligent infrastructure schema.

Applications from Bentley Systems and third parties can participate in digital twin workflows through connectors, which enable any engineering file format to create an iModel, populating the iTwin Platform database.

An iModel is a distributed database based on our infrastructure schema.

It maintains transactional information to manage change as data is added or changed.

Benefits of our digital twin solutions to project delivery firms and owner‑operators include:

In 2022, we took further advantage of our iTwin Platform to introduce the following productized offerings:

• iTwin Experience.

A cloud product that empowers owner-operators’ and their constituents’ insights into critical infrastructure by visualizing and navigating digital twins.

iTwin Experience accelerates engineering firms’ “digital integrator” initiatives to create and curate asset-specific digital twins, incorporating their proprietary machine learning, analytics, and asset performance algorithms.

iTwin Experience acts as a “single pane of glass,” overlaying engineering technology (“ET”), operations technology (“OT”), and information technology (“IT”) to enable users to visualize, query, and analyze infrastructure digital twins in their full context, at any level of granularity, at any scale, all geo-coordinated and fully searchable;

• iTwin Capture.

A solution for capturing, analyzing, and sharing reality data, that enables users to create engineering-ready, high resolution 3D models of infrastructure assets using drone video and survey imagery from any digital camera, scanner, or mobile mapping device.

Infrastructure digital twins of any existing assets can accordingly start with reality modeling, rather than requiring building information modeling (“BIM”).

iTwin Capture offers the highest-fidelity and most versatile means of capturing reality to serve as the digital context for surveying, design, monitoring, and inspection processes;

A solution for acquiring and analyzing sensor data, that enables users to incorporate IoT data created by sensors and condition monitoring devices.

Infrastructure IoT can be used for real-time safety and risk monitoring in operations and construction activities, including to measure and visualize environmental changes, structural movement, or deterioration for condition assessment, maintenance scheduling, and to prompt precautionary interventions.

By incorporating real-time data at scale from among hundreds of sensor types, iTwin IoT increases the value of engineering and geotechnical data.

The iTwin Platform accordingly powers the Bentley Infrastructure Cloud, which encompasses ProjectWise , for project delivery, SYNCHRO , for construction;

and AssetWise , for asset operations.

In addition to these specific use cases, benefits of our digital twin solutions broadly to project delivery firms and owner‑operators include:

• Managing change .

12 unchanged sentences

• Convergence of OT, IT, and now ET .

Infrastructure owner‑operators are increasingly able to instrument their assets with IoT sensors, producing torrents of Operational Technology (“OT”) data that are difficult to interpret.

Software advances in Information Technology (“IT”) can in turn make data from enterprise transaction systems, such as maintenance work order history, accessible for analytics.

But even OT and IT together cannot inform decisions for improved asset performance as sufficiently as when combined with accessibility to comparable analytics from the assets’ engineering models, which we refer to as the Engineering Technology (“ET”).

Infrastructure owner‑operators are increasingly able to instrument their assets with IoT sensors, producing torrents of OT data that are difficult to interpret.

Software advances in IT can in turn make data from enterprise resource systems, such as maintenance work order history, accessible for analytics.

Infrastructure digital twins notably enable the convergence of ET with OT and IT.

13 unchanged sentences

Professional Disciplines .

Each infrastructure project requires seamless and deep collaboration among professional disciplines, which can include civil, structural, geotechnical, geoscience subsurface engineers, and process engineers, architects, geospatial professionals, city and regional planners, contractors, fabricators, and operations and maintenance engineers.

Each infrastructure project requires seamless and deep collaboration among professional disciplines, which can include civil, structural, geotechnical, subsurface engineers, 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.

21 unchanged sentences

The Digital Twins Opportunity

We believe that digital progress in infrastructure advancement has to date lagged behind other economic domains for several reasons, including that:

We believe that digital progress in infrastructure advancement has to date lagged other economic domains for several reasons, including that:

• most existing infrastructure assets predate engineering modeling software;

• engineers’ work, including by way of building information modeling (“BIM”) or geographic information systems (“GIS”), has been sequestered in native file formats that amount to “dark data,” inaccessible without the software that was used to create it, and therefore unavailable for use in digital workflows or analytics;

• engineers’ work, including by way of BIM or geographic information systems (“GIS”), has been sequestered in native file formats that amount to “dark data,” inaccessible without the software that was used to create it, and therefore unavailable for use in digital workflows or analytics;

• construction processes are often fragmented and isolated from digital workflows altogether, resulting in engineering information being effectively abandoned between the project and the asset lifecycle phases of infrastructure.

11 unchanged sentences

Networked personal computers and servers enable querying and visualization of geographic data.

Increased personal computing power enables the development of 3D applications for design of specific asset types including buildings, process plants, roads, water networks, and buildings.

Increased personal computing power enables the development of 3D applications for design of specific asset types including buildings, process plants, roads, and water networks.

CDEs and the internet lead to global work-sharing and collaborative BIM.

9 unchanged sentences

4D Digital Twins:

Digital twins make possible the simulation of the behavior and the visualization of the changes of a project or infrastructure asset over time.

Digital twins make possible the simulation of the behavior and the visualization (including through both virtual and augmented reality environments) of the changes of a project or infrastructure asset over time.

Digital twins are continually updated in a cloud database and remain current and “evergreen,” over the full project and asset lifecycle, through continuous surveying of the physical context and embedded links to inputs from connected IoT sensors in the operating asset.

With digital twins, users are empowered to better understand the impact of changes over time for projects and assets to improve project, construction, and operational efficiencies, predictability, and overall outcomes, while the leveraging of artificial intelligence and machine learning automates processes and workflows.

2022 The Industrial Metaverse:

Many of the use cases for digital twins – visualization, real-time collaboration and enhanced simulation – are well served by emerging and immersive technologies that support the metaverse, including virtual reality headsets and holographic technology that simulates the real world.

We are supporting this new technology enthusiastically by facilitating interoperability between our digital twin technology and the consumer-facing interfaces created by prominent gaming and mixed-reality leaders, such as Epic, Nvidia, and Microsoft, thereby enabling iTwin platform to provide the key content that makes the industrial metaverse valuable for purposes including 4D planning, autonomous inspection, remote operations, and real-time collaboration.

To enable infrastructure engineering to catch up to other sectors and to advance in “going digital,” we have enabled infrastructure digital twins, cloud‑provisioned digital representations of projects and assets that incorporate and converge their 3D physical conditions (digital context) for reality, their underlying engineering information (digital components) for veracity, and their 4D timeline of changes (digital chronology) for fidelity, enabling the merging of project and asset lifecycle workflows.

This merging, for example, enables, among other things, carbon assessment in infrastructure digital twin solutions to allow for the benchmarking, assessment, and reduction in carbon embodied in infrastructure assets.

Digital twin solutions are now made possible by new technologies including UAVs and their intrinsic “surveying” sensors, machine learning, cloud computing, open‑source development libraries, distributed ledger software, and mixed‑reality visualization.

6 unchanged sentences

Since the iModel schema is comprehensive across infrastructure engineering disciplines (and can be extended as needed), all project and asset data can be aligned semantically and spatially with all other relevant models and data, allowing all this information to be accessed and queried to maximize the digital twin’s values of reality, veracity, and fidelity.

• iTwin Platform cloud services , which provides a range of cloud services to support digital twin solutions.

At its core is the iModelHub, a cloud service that hosts and manages change to a digital twin’s data, keeping it synchronized as required with physical and engineering changes.

Our iTwin services can be added to any user’s or accounts’ environments to generate incremental value by incorporating infrastructure engineering data within cloud-native evergreen digital twins.

The go‑to‑market strategy for our iTwin cloud includes:

• Sales to accounts using ProjectWise and AssetWise of complementary services built on the iTwin Platform, such as ProjectWise Design Review Service for comprehensive project‑wide 4D design review and status visibility;

• Sales of new solutions purposely built on the iTwin platform, such as PlantSight ;

• Adding digital twin capabilities to an existing offering “powered by iTwin”, such as SYNCHRO ;

• Creation of a third-party ecosystem developing solutions built on the iTwin platform, using our open source iTwin.js APIs, by leveraging our acceleration initiatives such as iTwin Ventures, which invests in early-stage software companies building infrastructure digital twin solutions.

We believe that the growing adoption of infrastructure digital twins will serve to overcome the factors that have held back the digital advancement of infrastructure engineering, and will facilitate the broader use of intelligent engineering data in the operation of infrastructure assets.

Moreover, we believe that due to the comprehensiveness of our solutions 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.

Our Growth Strategies

We employ the following growth strategies to address the infrastructure engineering software market opportunities:

• Accretion within existing accounts .

Most of our accounts currently use a small portion of our overall portfolio, even though they are often working on projects and assets where a large portion of our portfolio could be applied.

We believe we can further penetrate our existing accounts by broadening their use of our portfolio.

There are three primary mechanisms for this expansion:

• New commercial formulations .

We continually innovate with new commercial formulations to align the use of our software to the needs of our users.

We offer options enabling unrestricted access to our comprehensive software portfolio by the day, month, quarter, and year.

We believe the flexibility in our commercial models and deployment options facilitates our accounts’ continuous growth in usage.

In particular, enterprise 365 (“ E365 ”) is our premier enterprise subscription that bundles virtually-delivered expert services, through a structured execution process, with our software, enabling us to work strategically with subscriber accounts to achieve the business outcomes they seek;

• Automating user engagement .

We employ various technologies to drive user engagement.

These technologies help to automate the user experience and drive engagement by suggesting and recommending best practices and appropriate software upgrades, as well as providing access to our deep bench of domain experts.

We will continue to leverage these interactive technologies to virtually assist our users and drive engagement across our software offerings;

• Adding new offerings.

We have a history of building and maintaining leadership in infrastructure software engineering comprehensiveness and intend to continue to innovate and develop our software offerings.

Selected recent examples of our product innovations include the introduction of newly integrated multi‑disciplinary modeling and simulation applications since 2019 for offshore wind turbines, since 2020 for 5G‑ready communications towers, and since 2021 to incorporate Seequent’s geoprofessional applications for subsurface digital twins.

Over the near term, we believe our iTwin Platform’s cloud services represent a compelling opportunity to enhance value for our accounts.

We intend to continue to develop and integrate new products and capabilities over time.

• Focusing on Asia .

We believe Asia represents a large market opportunity and will continue to do so over the foreseeable future.

According to the Oxford Economics Outlook, a majority of expected infrastructure spending for the period through 2040 is expected to occur in Asia.

Additionally, we believe that in Asia there is an abundance of skilled engineers whose work can be virtually exported, as well as engineering organizations that are eager and aggressive to win mandates for engineering and construction projects around the world.

We intend to continue investing in strategies to enhance our market position in Asia.

• Increasing inside sales .

Historically, our account management resources have focused on larger firms.

Smaller- and medium‑sized engineering firms, however, represent a significant market opportunity and have the same needs for our comprehensive portfolio as the larger firms.

While these firms have generally been served by our competitors’ channel partners, we believe they will prefer to deal directly with us.

We will continue to expand our global inside sales resources and to multiply their reach and effectiveness with superior digital tools to convert leads and to provide the self‑service administration that engineering practitioners prefer.

• Digital co-ventures .

We have forged substantial alliances with other major participants in the infrastructure engineering supply chain, primarily to jointly develop and offer digital twin cloud services that extend the scope of our software.

These alliances include:

• Siemens AG (“Siemens”):

Our partnership integrates leading industrial software and IoT capabilities for a broad joint development program focused on improving outcomes during infrastructure operations and maintenance through digital workflows enabled by digital twins cloud services;

Our partnership extends Azure‑powered machine learning and analytics through digital workflows for infrastructure professionals and enterprises.

• Investing in programmatic acquisitions.

Since our founding, we have purposefully pursued a strategy of regularly acquiring and integrating specialized infrastructure engineering software businesses.

Our acquisitions have the following purposes:

• Filling in the breadth and depth of our comprehensive applications portfolio across disciplines and infrastructure sectors, especially where the developer organizations have already worked on integration and compatibility with our platforms and APIs;

• Extending our lifecycle comprehensiveness;

• Adding new horizontal technologies that we can incorporate within our platforms for the benefit of our applications and systems at large, such as reality modeling;

• Adding new distribution capacity, such as acquiring channel partners in geographies where we wish to accelerate our scale and growth.

Our executive management and our dedicated “ BSY Investments ” team (our executive team focused on portfolio development, mergers and acquisitions, venture capital investing, digital integrator business activities, and various incubating and accelerating business activities) proactively identify, develop, and evaluate acquisition opportunities across various disciplines and infrastructure sectors, and also consider unsolicited opportunities.

We have a disciplined and robust diligence and valuation process for evaluating acquisition targets.

Our general practice is to fully assimilate the acquired companies’ functions into our global functional structure as quickly as possible, supported by a dedicated team to manage and streamline the integration process.

However, for rare “platform” acquisitions beyond our typical programmatic scale, we may choose to “onboard” in a different manner that would least jeopardize continuity of their independent momentum.

We prioritize the retention and development of the incoming colleagues from our acquisitions, including offering talent mobility for key personnel.

Further, many of our current executives are former founders and/or executive officers of companies we have acquired.

• Investing to develop an ecosystem in support of infrastructure digital twin adoption .

Through our BSY Investments team, in addition to the aforementioned acquisition activities, we pursue strategic investments to enhance and grow our core software business with the objective of cultivating an ecosystem to stimulate the adoption of infrastructure digital twins.

These investments may take the form of acquisitions, wholly owned start-up initiatives, minority equity stakes, alliances, or loans.

BSY Investments ’ responsibilities include:

• Digital Integrator Businesses are our relatively service‑intensive businesses that stimulate pull‑through demand for our solutions.

Certain of our recent digital integrator activities include:

(i) The Cohesive Companies , a consolidation of several acquisitions during 2020 and 2021, as well as certain legacy Bentley Systems professional services businesses.

The Cohesive Companies provide advisory, systems integration, and technology strategies and services to help owner-operators advance their BIM, enterprise asset management, asset lifecycle information, and asset performance modeling environments;

and (ii) Digital Construction Works, Inc.

(“DCW”), a joint venture with Topcon Positioning Systems, Inc.

(“Topcon”), which integrates leading surveying technologies, geospatial machine control technologies and IoT technologies to augment digital twins and derived workflows in construction operations and infrastructure asset monitoring activities;

• iTwin Ventures is our business for investing up to $100 million of corporate venture capital funding for seed, early, and growth stage technology companies with promising and emerging opportunities for infrastructure digital twin solutions strategically relevant to our business.

We operate and govern the activities of iTwin Ventures as a distinct venture capital business, and refer to this business as our iTwin Ventures corporate venture capital fund for both internal and external branding purposes;

• Acceleration Activities are our vehicle for investing in initiatives with unusually high growth opportunity or where we see a need to incubate solutions to augment our current portfolio of products and services.

Such initiatives presently include (i) investment in our OpenTower solution and related go-to-market activities to assist owners and operators of telecom towers rapidly transitioning to 5G and embracing digital twins to manage their critical tower assets;

(ii) investing in, incubating, and integrating our sensemetrics and Vista Data Vision acquisitions to establish infrastructure IoT standardization and integration of IoT data into the Bentley Systems’ iTwin platform and to help digital twins remain evergreen by comparing the asset’s behavior to its design and construction specifications;

and (iii) integrating and investing in go‑to‑market initiatives for our recently acquired Power Line Systems business to rapidly scale to address the looming demand and accumulating support and funding to harden, optimize, and expand the world’s electrical grids.

The forgoing activities of BSY Investments may have lower initial margin contribution than the mainstream of our software business activities due to the professional services nature of digital integrator revenues, due to the seed or early‑stage nature of the investments, or due to the focused and upfront investments to demonstrate technologies and accelerate market position and/or scale advantages for future returns.

To further benefit us in the long run, our iTwin Ventures initiative invests in early-stage software companies building infrastructure digital twin solutions, especially those leveraging our iTwin platform.

Our Primary Growth Initiatives

Incremental to our long-standing programmatic acquisition strategy, since 2020 we have determinedly invested internal resources to augment our organic growth rate, with increasing success, through the following primary growth initiatives:

• For Accretion in Enterprise Accounts :

E365 Success Teams.

Enterprise 365 (“E365”) is our premier enterprise subscription that bundles virtually-delivered expert services through our Success Force with our software solutions, enabling us to work strategically with subscriber accounts to achieve the business outcomes they seek.

Through our embedded Enterprise Success teams and established Success processes, E365 accounts prioritize each calendar quarter their choices among our growing library of “Blueprints” for digital workflows.

The Blueprints for establishing and propagating these workflows, which increase productivity and throughput by leveraging our products and cloud services, are implemented by our virtually dedicated Success professionals, most of whom are credentialed and experienced infrastructure engineers.

In each E365 account’s quarterly business review, the completed Blueprints are assessed, and newly prioritized Blueprints assigned.

We have honed this process and are continuously improving our Blueprints based on feedback in their adoption.

Accordingly, we have substantiated that E365 helps our users implement, propagate, and upgrade our solutions more quickly, encouraging greater consumption of our software and stronger account relationships.

We intend to continue to expand the reach of our E365 subscription within ultimately virtually all of our enterprise accounts;

• For Penetration and Accretion in Small and Medium-Sized Businesses (“SMBs”) :

Our Virtuoso subscription, which was our first ecommerce offering ever, combines the benefits of our software as well as our Success Force.

Through a software subscription for each individual practitioner and the bundled availability of “keys” entitling expert assistance, SMBs are led to take advantage of the full breadth and depth of our software solutions enabling cost-effective implementations and increased usage.

Initially, this Virtuosity-branded business was staffed with inside sales colleagues, many with an engineering background, and we continue to grow this global group now exceeding 160 quota carriers.

However, our strategy for SMBs, in competition with competitors who reach these prospects through typically small channel partners, is to transition an ever-greater portion of the interaction to be via “low touch” and ultimately “no touch” digital experience.

The deployment and development of digital technologies for this is a substantial part of our capital program.

New business from SMB accounts, including from hundreds of new “logos” each quarter, has become a substantial contributor to our overall Annualized Recurring Revenues (ARR) growth, and we are encouraged to continue and increase this Virtuosity investment;

• Catalyzing the Infrastructure Digital Twin Ecosystem :

BSY Investments.

We believe more than ever that infrastructure digital twins will provide the greatest benefits from “going digital” in infrastructure engineering, as digital twins enable the practices and workflows of our users to become more data-centric.

This evolution, we believe, will enable our users to apply new technologies such as machine learning and artificial intelligence to their projects and will create opportunities for engineering services to introduce data-centric offerings to owner-operators, such as proprietary analytics, benchmarking, and for data quality improvement.

While we intend for our iTwin Platform to serve as the foundational system that makes all these data-centric benefits possible, their realization depends upon a digital twin ecosystem to provide these surrounding data services, which fall outside of our own preferred business focus.

However, while engineering firms (which make up approximately half of our existing business) express interest in this “digital integrator” services opportunity, they lack firsthand experience or examples of successful business models.

Hence, Cohesive represents our own investment to create a captive global “digital integrator.” Its charter is to adopt and prove successful commercial models that we can subsequently demonstrate and impart to engineering firms, who could together provide at scale these valuable digital integrator services to all infrastructure owner operators, accelerating infrastructure digital twins.

In addition, our corporate venture capital fund iTwin Ventures is chartered to foster digital twin innovations through startups and emerging companies.

iTwin Ventures also evangelizes and may initially subsidize the adoption of our iTwin Platform by many investee companies and others.

We believe these investments will catalyze the further propagation of digital twins and, accordingly, the consumption of our solutions.

Our Software Offerings

13 unchanged sentences

• STAAD and RAM , for analysis and simulation respectively of infrastructure and building structural performance;

• ADINA , for nonlinear simulation and analysis;

• SACS , for analysis and simulation of offshore structural performance;

3 unchanged sentences

• CUBE , for multi-modal transportation network modeling and land-use modeling;

• DYNAMEQ , for traffic simulation and dynamic traffic assignment;

• EMME , for multimodal urban, regional, and transport planning;

12 unchanged sentences

Enterprise Systems

Our Enterprise Systems include solutions for both project delivery and asset performance.

Our Project Delivery systems support collaboration, work‑sharing, and 4D construction modeling for infrastructure project delivery enterprises.

These offerings include:

Our Enterprise Systems, which include solutions for both project delivery and asset performance, are powered by our iTwin Platform and infrastructure schemas, and integrate with our engineering applications to enable better creation, delivery, and ongoing operation of better infrastructure, through complete and evergreen digital twins.

These offerings, which combine to form the Bentley Infrastructure Cloud, include the following:

Our Project Delivery systems support collaboration, work‑sharing, and 4D construction modeling for infrastructure project delivery enterprises and include:

• ProjectWise , for helping teams to manage, share, and distribute work‑in‑progress engineering content.

ProjectWise enables all stakeholders involved in design and engineering to share and find information, conduct collaborative design reviews, and manage contractual exchanges faster for maximum team productivity;

• ProjectWise Design Review Service , a ProjectWise service built on the iTwin Platform that allows project participants to leverage a digital twin throughout the project delivery lifecycle and that provides browser‑level immersive visualization, 3D and 4D design reviews, change management, and project analytics;

• SYNCHRO , for 4D construction modeling across schedule simulation and immersive virtual or augmented visualization;

• 4D Design Review , a ProjectWise service built on the iTwin Platform that allows project participants to leverage a digital twin throughout the project delivery lifecycle and that provides browser‑level immersive visualization, change management, and project analytics.

Through our infrastructure schemas, this solution also aligns design file data across multiple disciplines for comprehensive 3D and 4D design reviews and across all projects to understand dependencies, and to reuse datasets, including for machine learning to develop proprietary analytics;

• SYNCHRO , for 4D/5D construction modeling across schedule simulation and immersive virtual or augmented visualization;

cloud-based construction operational solutions for project and field management;

and advanced work packaging, inclusive of engineering, construction, and installation work packages, and trade and task workface planning.

Our Asset Performance systems manage engineering information and geospatial relationships for operating and provisioning infrastructure across all sectors.

These offerings include:

Our Asset Performance systems manage engineering information and geospatial relationships for operating and provisioning infrastructure across all sectors and include:

• AssetWise , for asset performance throughout the operations and maintenance lifecycle of infrastructure assets and their associated networks, in transportation, energy, and communications.

5 unchanged sentences

• AssetWise Linear Network Management , for managing transportation network infrastructure and associated information including assets and linear events;

• Seequent Central , a cloud solution designed for geoprofessional teams to visualize, track, integrate, and manage their geoscience data in a single, centralized, auditable environment.

• Seequent Central , a cloud solution designed for geoprofessional teams to visualize, track, integrate, and manage their subsurface data in a single, centralized, auditable environment.

Industry Solutions

2 unchanged sentences

Industry Solution offerings include:

• iTwin Experience , for empowering owner-operators’ and their constituents’ insights into critical infrastructure by visualizing and navigating digital twins by enabling users to visualize, query, and analyze infrastructure digital twins in their full context, at any level of granularity, at any scale, all geo-coordinated and fully searchable.

Predecessor products include OpenCities ;

• iTwin Capture , for capturing, analyzing, and sharing reality data, enables users to create engineering-ready, high resolution 3D models of infrastructure assets using drone video and survey imagery.

Predecessor products include ContextCapture and Orbit3D ;

• iTwin IoT , for acquiring and analyzing sensor data, enables users to seamlessly incorporate IoT data created by sensors and condition monitoring devices.

Predecessor products include those from sensemetrics , Vista Data Vision , and eagle.io ;

• AssetWise Linear SUPERLOAD , for automating the safe routing and permitting of overweight/oversized vehicles;

1 unchanged sentence

• AssetWise Inspections , for performing inspections of bridges and related assets;

• ContextCapture , for surveying existing conditions of a city, construction site, or operating infrastructure asset by processing digital imagery captured by UAVs, cameras, and scanners into 3D, geo‑located, engineering‑ready mesh models underlying the necessary digital context for digital twins;

• OpenCities , for engineering‑ready geospatial urban planning and visualization, as well as engineering‑level GIS functions such as mapping, cadaster, and parcel management;

• OpenUtilities , for the design and management of electric, gas, and district energy networks, and substations;

3 unchanged sentences

• SPIDA , for modeling and analysis of overhead electric distribution network systems;

• OrbitGT , for 3D and mobile mapping for use with reality modeling and digital twins;

• sensemetrics , for centralizing sensor data for environmental condition monitoring of critical assets;

• PlantSight , a digital twin solution for operating industrial plants;

1 unchanged sentence

iTwin Platform

Our iTwin Platform for infrastructure digital twins enables Bentley Systems and other third‑party developers to build solutions for a wide range of potential digital twin use cases.

Our iTwin Platform for infrastructure digital twins enables Bentley Systems and other third‑party developers to build applications and solutions for a wide range of potential digital twin use cases.

We have used this platform to create cloud services which complement and extend project delivery systems and asset performance systems offerings, to create fit‑for‑purpose industry digital twin solutions, and to support an emerging ecosystem of third‑party developers.

New complementary services leveraging the iTwin Platform for current products will be marketed and monetized under their existing brands.

We may also incorporate iTwin capabilities to enhance currently monetized offerings.

New products created on the iTwin Platform will have their own distinct branding and pricing.

All will use the designation “Powered by iTwin” to help identify where the iTwin Platform advances have been leveraged.

The iTwin brand is reserved for the iTwin Platform.

Its many cloud services will be leveraged both by us and by third‑party solutions.

This platform powers the Bentley Infrastructure Cloud and its constituent solutions, which are unified and made interoperable by Bentley Systems’ incorporated infrastructure schemas.

The next priority for the iTwin Platform is to improve our modelling and simulation applications by incorporating the simultaneous creation of iModels along with existing deliverable files.

We expect that users of such applications will accordingly gain new data-centric benefits to make their projects more efficient, more connected, and the results more valuable than before.

Rather than disrupting our users’ existing workflows, we expect that this will be accomplished by seamlessly augmenting their current tools, file formats, and deliverables.

Our Commercial Offerings

2 unchanged sentences

Most accounts owning perpetual licenses subscribe to our SELECT coverage which, in addition to providing support and upgrades, enables the use of their licenses for each product to be pooled within each country.

For most larger accounts (generally a minimum of $250,000 annualized recurring revenues), we have traditionally offered an enterprise license subscription (“ELS”), which entitles unlimited use of any of our applications for an annual fixed fee, reset annually generally based on actual usage (within each country) for the previous year.

During the fourth quarter of 2018, to respond to and improve upon new commercial models offered by peers and competitors, we introduced a new global consumption‑based plan with consumption measurement durations of less than one year, E365 subscription, which is priced uniformly per application per day of actual usage in any country, and inclusive of Success Services (described below) by our colleagues to assist with expanding and gaining the most value from usage of our software.

Most of our largest ELS accounts have upgraded to E365, and many of the remainder, and of our largest SELECT subscriber accounts, continue to upgrade each quarter.

Our ProjectWise and AssetWise enterprise systems are offered under our cloud services subscription program, charged quarterly based on actual users of “passports” and “visas” for various levels of functionality.

Passport and visa pricing include Azure provisioning at our cost, although some accounts elect to continue on‑premises and/or hybrid hosting.

CSS commercial models entail an annual funding commitment, generally paid upfront, based on an estimation of services to be used for the upcoming year.

For most larger accounts (generally a minimum of $100,000 annualized recurring revenues), our enterprise subscription offerings provide complete and unlimited global access to our comprehensive portfolio of solutions.

Our E365 subscription is a global consumption‑based plan with consumption measurement durations of less than one year, primarily priced uniformly per application per day of actual usage in any country, and inclusive of Success Services (described below) delivered by our colleagues to assist with expanding and gaining the most value from usage of our software.

Prior to the launch of our E365 subscription in 2018, we traditionally offered an enterprise license subscription (“ELS”), which entitles unlimited use of any of our applications for an annual fixed fee, reset annually generally based on actual usage (within each country) for the previous year.

Almost all of our largest ELS accounts have upgraded to E365, and each quarter many of the largest remaining SELECT subscriber accounts upgrade to the E365 program.

Our ProjectWise and AssetWise Enterprise Systems are offered under our cloud services subscription program, charged quarterly based on actual users of “visas” for various levels of functionality.

Visa pricing include Azure provisioning at our cost, although some accounts elect to continue on‑premises and/or hybrid hosting.

Commercial models eligible for our Cloud Services Subscription (“CSS”), such as our E365 subscription, entail an annual funding commitment, generally paid upfront, based on an estimation of services to be used for the upcoming year.

Actual consumption is monitored and invoiced against the deposit on a calendar quarter basis.

Accounts are charged only for what gets used, and deposited amounts never expire.

At the end of 2021, accounts representing approximately 60% of our total annualized recurring revenues had chosen to institute our new commercial models of CSS and/or E365 consumption funding for licensing of our software.

Over the last two years, we have reorganized our activities focused on substantive support for existing users and their accounts into our new User Success group, now consisting of approximately 600 colleagues, most with domain experience and credentials in infrastructure engineering.

At the end of 2022, accounts representing approximately 60% of our total annualized recurring revenues had chosen to institute our commercial models of CSS and/or E365 consumption funding for licensing of our software.

Over the last three years, we have reorganized our activities focused on substantive support for existing users and their accounts into our User Success group, consisting of over 600 colleagues, most with domain experience and credentials in infrastructure engineering.

User Success has enabled us to transition from traditional paradigms of on‑demand technical support, and episodically contracted professional services, to instead delivering proactive and continuous engagement with users and accounts through “Success Plans.” Success Plans are designed with our accounts’ business outcomes in mind ensuring that users and accounts maximize the value achieved from our solutions.

1 unchanged sentence

Typically, our User Success colleagues engage with our accounts remotely.

Success Plans, based on allotted credits toward multiple Success Blueprints per calendar quarter, are bundled into our new E365 commercial program which has grown rapidly among our larger accounts.

Success Plans, based on allotted credits toward multiple Success Blueprints per calendar quarter, are bundled into our E365 commercial program which has grown rapidly among our larger accounts.

We provide our software solutions to over 40,000 accounts in 194 countries worldwide.

1 unchanged sentence

We do not have material account concentration.

No account, including any group of accounts under common control or accounts that are affiliates of each other, represented more than 2.5% of our total revenues in 2021, 2020, or 2019.

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 2022, or more than 2.5% of our total revenues in 2021, or 2020.

Our Technology

17 unchanged sentences

Third parties can use the iModel.js open-source APIs to create desktop, mobile, and web apps, as well as cloud services and agents, that leverage and extend the iTwin Platform.

They can create new digital twin solutions or provide complementary applications or services to existing Bentley Systems and third‑party solutions.

They can create new digital twin applications or solutions or provide complementary applications or services to existing Bentley Systems and third‑party solutions.

The iTwin platform is managed by us on Azure providing anywhere, anytime access to infrastructure digital twin solutions for all stakeholders.

1 unchanged sentence

All of our applications and systems share a cloud‑native platform for license pooling, management of subscription entitlements, and usage reporting for us and for accounts, including for commercial consumption metrics.

Our platform also logs usage of particular “instrumented” functions within our applications to enable our Success Plans to be of most value.

Our platform also logs usage of particular “instrumented” functions within our applications to enable our Blueprints to be of most value.

Our platform can also provide in-application messaging to users from our User Success group.

6 unchanged sentences

Power Line Systems substantially completes the reach of our comprehensive portfolio for the lifecycle integration of grid infrastructure across electrical transmission, substation, and distribution assets, and communications towers.

Our relatively numerous and frequent programmatic acquisitions, which most often “fill white space” from within our ecosystem of adjacent smaller companies, add their particular value principally by virtue of our existing platform comprehensiveness, and accordingly we consider this programmatic aspect of our growth as characteristically within our mainstream business performance (unlike platform acquisitions).

Our relatively numerous and frequent programmatic acquisitions, which most often “fill white space” within our ecosystem and add their particular value principally by virtue of our existing platform comprehensiveness, and accordingly we consider this programmatic aspect of our growth as characteristically within our mainstream business performance (unlike platform acquisitions).

Our average historical annualized recurring revenues growth rate from programmatic acquisitions over the last five years has been approximately 1.5% measured on a constant currency basis.

Examples of recent programmatic acquisitions, along with their purposes, include:

• Citilabs (2019) and Inro (2021), to add traffic simulation software for multi‑modal mobility digital twins;

• OrbitGT (2019), to add specialized capabilities for mobile mapping (such as vehicle‑based scanning and photogrammetry) to our reality modeling offerings;

• GroupBC (2020), to bring additional common data environment solutions for construction projects and infrastructure assets, and federate to iTwin cloud services, extending the value of project and asset information through digital twins;

• Cohesive Solutions (2020), and subsequent complementary programmatic acquisitions, to bring digital integrator expertise for the convergence, through digital twin cloud services, of digital engineering models (ET), with IT and OT, for infrastructure assets in the utilities, energy, and facilities sectors;

• Inro (2021), to add traffic simulation software for multi‑modal mobility digital twins;

• Vista Data Vision (2021), to add intrinsic IoT capabilities for infrastructure digital twins to incorporate real‑time sensor data.

1 unchanged sentence

• SPIDA Software (2021), adds a key element to our grid digital twin solutions, the design, analysis, and management of utility pole systems, which deliver the environmentally vulnerable “last mile” of critical infrastructure for vital energy and communications;

• Adina R&D (2022), adds nonlinear simulation capabilities to users of our comprehensive modeling and simulation software portfolio for infrastructure engineering;

• Vetasi (2022), acquired through Cohesive , adds the largest IBM Maximo and enterprise asset management system consultancy team across Europe, Africa, and ASEAN countries, with headquarters in the United Kingdom and operations based in Poland, Indonesia, South Africa, Spain, Ukraine, and Australia.

Our Competition

2 unchanged sentences

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., Hexagon AB, and Dassault Systèmes;

• our key competitors in industrial/resources applications include Hexagon AB, AVEVA Group plc, and Dassault Systèmes;

• our key competitors in public works/utilities applications include Autodesk, Inc., Trimble Inc., and Hexagon AB;

• our key competitors in industrial applications include Hexagon AB, the AVEVA unit of Schneider Electric, and Dassault Systèmes;

• our key competitors in resources 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 with their Primavera P6 and Aconex offerings;

• our key competitors in asset performance systems include Aspen Technology, Inc., AVEVA Group plc, Environmental Systems Research Institute, Inc., and General Electric Corp.

and Oracle Corporation;

• our key competitors in asset performance systems include Aspen Technology, Inc., the AVEVA unit of Schneider Electric, Environmental Systems Research Institute, Inc., and General Electric Corp.

The principal competitive factors affecting our market include:

19 unchanged sentences

For pre‑sales technical activities, Account Managers are supported by the engineering domain experts within our User Success organization;

• Inside Sales Specialists, who are responsible for servicing smaller‑ to medium‑sized accounts in territories defined by geography and product lines;

• Product Sales Specialists, who are technical experts in a specific product line, help to sell across the territories of both Account Managers and Inside Sales Specialists.

• Our Virtuosity inside sales colleagues and global ecommerce platform, which serves primarily our smaller‑ to medium‑sized prospects and accounts, incorporating our Success Force technical experts who help to sell to and advise users across our account base.

We 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.

11 unchanged sentences

We also invest in our annual Year in Infrastructure Conference, which brings together leading infrastructure thought leaders from around the world for presentations on innovative projects, to learn about the latest advances to our applications and cloud offerings, and to network and share best practices.

Our associated Year in Infrastructure and Going Digital Awards , which we held virtually in 2021 due to the COVID‑19 pandemic, attracted nearly 300 project nominations from our accounts to be judged by independent juries in 19 categories for digital advancements in infrastructure engineering.

Our associated Year in Infrastructure and Going Digital Awards in 2022, which was livestreamed across the globe, attracted over 250 project nominations from our accounts to be judged by independent juries in 12 categories for digital advancements in infrastructure engineering.

Our Research and Development

2 unchanged sentences

Our allocation of research and development resources is guided by management‑established priorities, input from product managers, and user and sales force feedback.

We had more than 1,600 colleagues engaged globally in software research and development as of December 31, 2021.

We had approximately 2,100 colleagues engaged globally in software research and development as of December 31, 2022.

Each of our product advancement groups for Engineering Applications, Geoprofessional Applications, Enterprise Systems, and Industry Solutions have research and development resources and responsibilities.

Our iTwin Services group consists of approximately 180 colleagues and is entirely devoted to the rapid development of new and incremental cloud‑native services for infrastructure digital twins.

Our iTwin Platform group consists of approximately 200 colleagues and is entirely devoted to the rapid development of new and incremental cloud‑native services for infrastructure digital twins.

Our separate Technology office assesses the potential of new software technologies and sources.

2 unchanged sentences

For the years ended December 31, 2022, 2021, and 2020, our research and development spending was $257.9 million, $220.9 million, and $185.5 million, respectively, and as a percentage of our total revenues was 23.5%, 22.9%, and 23.1%, respectively.

Digital co-ventures

In 2019, we and Topcon created an equally‑owned joint venture, DCW, to serve as a digital integrator for major construction projects and related enterprises.

We and Topcon each contributed experienced colleagues in addition to the required capital commitments.

As part of our co‑venturing with Siemens, we undertake a program of joint research and development investment in which each company bears its own costs.

These investments have led to jointly offered cloud services for infrastructure digital twins, some of which are already commercially available.

Our Intellectual Property

3 unchanged sentences

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.

As of December 31, 2021, we had 134 patents granted and 48 patents pending in the U.S., the first of which expires on January 12, 2022, and 25 patents granted and 65 patents pending internationally, the first of which expires on August 14, 2022.

As of December 31, 2022, we had 143 patents granted and 61 patents pending in the U.S., the first of which expires on January 3, 2023, and 27 patents granted and 59 patents pending internationally, the first of which expires on September 9, 2023.

In addition, from time to time we enter into collaboration arrangements and in‑bound licensing agreements with third parties, including certain of our competitors, in order to expand the functionality and interoperability of our software solutions.

4 unchanged sentences

In 2022, our patent committee reviewed 26 invention disclosures submitted by our software developers, and filed 26 U.S.

and 14 foreign patent applications, while 17 U.S.

and no foreign patents were granted.

and two foreign patent applications, while 17 U.S.

and four foreign patents were granted.

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.

7 unchanged sentences

At Bentley Systems, our commitment to ESG is driven by our service to engineering and related professions, and the positive impacts our products enable through the design, building, and operation of the world’s infrastructure.

In 2021, we enhanced our ESG efforts and improved our performance, particularly in the areas of governance, strategy, and disclosure.

Enabling the United Nations’ SDGs is our commitment that we will continually innovate in ways that promote sustainable infrastructure and drive progress towards ambitious global goals.

Our purpose is to empower SDGs through our users’ use of our technology, most notably through infrastructure digital twin solutions, helping to drive resilient and sustainable infrastructure outcomes.

In support of that vision, we have combined the two acronyms ESG and SDG to form ES(D)G, our approach to conducting our business in ways that ensures trust and responsibility by empowering sustainable development goals and bringing to light the environmental handprint of our software and services.

In 2022, we continued to build upon our strong commitment to sustainability with an emphasis on strategy, governance, and transparency.

In our second year of formal ESG strategy, we wanted to engage our stakeholders to assess our current performance and ensure that our priorities are aligned with their needs.

We conducted our inaugural ESG materiality assessment by interviewing directors, executive leadership, and colleagues from across the organization as well as key accounts, users, suppliers, and investors to determine the areas of ESG that are most important for our business and to our stakeholders.

The results showed us that we are well aligned with our stakeholders and identified the topics that will be the focal point of our ESG efforts.

The full details of this assessment will be released in our inaugural ESG report later this year.

From this assessment, our ESG steering committee is working to develop approaches to manage and improve on priority ESG topics.

One such area is our climate strategy, where we have made significant progress in the last year.

While our products support climate solutions for our users, we learned through our engagement that our stakeholders would like us to align our business with leading climate science.

In 2022, we worked with a climate consultancy firm to quantify our entire greenhouse gas footprint, including our value chain emissions, to understand our current performance and trends.

From this analysis, we were able to model feasible pathways to align our business with a Net‑Zero future.

Late last year, we submitted a near term (2030) climate target to the Science Based Targets initiative (SBTi) to reduce our absolute emissions for direct operations (Scope 1 and 2) and the emissions intensity of our value chain emissions (Scope 3) on an economic intensity basis.

ESG Governance

In our first year as a public company, our primary objective was to establish strong ESG governance.

In early 2021, we established formal Board oversight of ESG through the newly created Sustainability Committee of our board of directors.

The Sustainability Committee, a committee of independent Bentley Systems directors, meets quarterly to assess the Company’s ESG performance, strategy, and disclosures.

In addition, we enhanced internal governance of ESG through the formation of the internal ESG Steering Committee.

The ESG Steering Committee meets regularly and consists of Bentley Systems executive sponsors from relevant functional departments and other subject matter experts with responsibilities for ESG strategy, implementation, and reporting.

To define our approach to ESG and our areas of focus, we reviewed the leading ESG reporting frameworks and engaged our ESG Steering Committee to develop our ESG Framework.

Using the Sustainable Accounting Standards Board Software and IT Services Standard and the United Nations Sustainable Development Goals, we identified nine areas of focus that align with our E, S, and G pillars.

These areas are where we believe Bentley Systems can best create value and mitigate potential risks.

Building from this initial framework, we seek to articulate our current performance in each area, develop strategies to manage these areas over time, and engage stakeholders to refine this framework following the ESG principles of materiality.

In 2022, we continued to drive good governance of ESG across our organization through regular engagement and enhanced policies.

The sustainability committee of our board of directors met quarterly to assess the progress of our ESG efforts, including engagement in our materiality assessment.

We also published new ESG‑related policies, including our global tax policy, to ensure proper controls of priority topics.

We also increased the size of our internal ESG steering committee to include additional business function leads for better governance.

The group is working to enhance our strategies for priority ESG topics following our materiality assessment and to increase organizational efficiency for reporting, responding to relevant inquiries, and allocating resources to enhance performance.

ESG Disclosure

As a first step to enhancing our ESG reporting, we developed an ESG website to centralize our relevant disclosures and to prepare for future reporting.

The website details our ESG Framework, current ESG efforts, and numerous resources linked in the ESG Data Center.

To learn more, visit our ESG website at www.bentley.com/en/esg.

We enhanced several areas of disclosure in 2022, including publishing our greenhouse gas inventory, Employment Information Report (EEO‑1) data, Sustainability Accounting Standards Board (SASB) index, and Global Reporting Index (GRI) index on our ESG data center.

We also reported to Climate Disclosure Program (CDP) and other relevant questionnaires to ensure our current performance is understood and easy to reference for our stakeholders.

Our emphasis on increased transparency has yielded several improvements to relevant ratings, including an A rating from MSCI and a Low-Risk rating from Sustainalytics.

We are continuing to increase transparency aligned with our materiality assessment and look forward to publishing several new disclosures in our inaugural ESG report later this year.

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.

Human Capital Management

We consider our colleagues a key success factor in driving our continued growth.

Our overall Talent Strategy focuses on building an inclusive and engaging culture in which our colleagues develop, collaborate, contribute, and thrive, so they can make a difference through advancing the world’s infrastructure.

As of December 31, 2021, we had 4,626 full‑time colleagues globally, including 1,860 in the Americas (the U.S., Canada, and Latin America (including the Caribbean)), 1,231 in Europe, the Middle East, and Africa (“EMEA”), and 1,535 in Asia‑Pacific (“APAC”).

Our overall talent strategy focuses on creating a meaningful experience for our colleagues through our inclusive and engaging culture in which our colleagues develop, collaborate, contribute, thrive, and ultimately make a positive impact through advancing the world’s infrastructure.

As of December 31, 2022, we had approximately 5,000 full‑time colleagues globally, including approximately 2,000 in the Americas (the U.S., Canada, and Latin America (including the Caribbean)), approximately 1,400 in Europe, the Middle East, and Africa (“EMEA”), and approximately 1,600 in Asia‑Pacific (“APAC”).

None of our full‑time U.S.

2 unchanged sentences

Our colleagues bring 67 languages to fulfill the needs of our globally dispersed accounts and users.

Our colleagues are highly qualified with an average of six years of total service with the Company and advanced academic credentials, including 124 doctoral degrees and 1,264 master’s‑level degrees.

We believe our culture and values are a key driver for attracting, developing, and retaining highly talented colleagues.

Our culture and values are rooted in the philosophy of corporate responsibility and ESG, which drive workforce motivation to make an impact on the world’s infrastructure and improve quality of life, a passion to solve our users’ challenging problems through innovation and creativity, a desire to connect and collaborate, and a commitment to deliver on our promises.

Our approach to talent management is guided by our strong sense of corporate culture.

We do this by striving to remain competitive with our peers and to embed opportunity, engagement, diversity, inclusion, and continuous growth throughout the entire lifecycle of talent management.

Our colleagues are highly qualified with an average of six years of total service with the Company and advanced academic credentials, including over 130 doctoral degrees and over 1,300 master’s‑level degrees.

We believe our enriching experience, culture of belonging, and core values are key drivers for attracting, developing, and retaining successful colleagues.

Our approach to colleague success focuses on supporting and empowering all our colleagues to create their unique, multi-dimensional success stories at Bentley Systems.

Successful colleague career journeys in turn enable our success at Bentley Systems and that of our users.

We do this by creating a purposeful experience centered on our colleagues and their well‑being, striving to remain competitive with our peers, and embed opportunity, engagement, diversity, inclusion, and continuous growth throughout the entire colleague lifecycle.

Talent Acquisition Strategy

Our Talent Acquisition Strategy leverages best practices to attract, engage, and hire diverse people and current and future leaders who will work hand‑in‑hand with all colleagues to achieve success.

Our Talent Acquisition Strategy leverages best practices to attract, engage, and hire diverse top talent who will accelerate Bentley Systems’ success.

Thanks to our culture and values, investment in colleague development opportunities, and competitive total rewards, we enjoy high levels of colleague referrals to supplement our corporate hiring practices, which are encouraged through our colleague referral program.

We also build relationships with universities around the world as part of our Future Talent Program to hire talented graduates into our rotational Graduate Development Program, which provides curated growth and development opportunities while creating a solid talent pipeline for our critical business units and teams.

We also build relationships with universities around the world as part of our Graduate Development Program to hire talented graduates into rotational assignments, which provides curated growth and development opportunities while creating a solid talent pipeline for our critical business units and teams.

As part of our commitment to diversity, equity, and inclusion (“DEI”), we deploy strategies to identify diverse candidates with each open position, take measures to keep our Talent Acquisition process free of bias, and in the U.S., we intentionally partner and advertise jobs with organizations focused on women, veterans, people of color, people with disabilities, and LGBTQ+ populations.

1 unchanged sentence

and provide free Bentley Systems software learning licenses to HBCU students.

We have also expanded our reach to students in our local communities via partnerships with organizations like CodePath, a non-profit organization striving to eliminate educational inequity in technical education.

We also expand our reach to students in our local communities via partnerships with organizations like CodePath, a non-profit organization striving to eliminate educational inequity in technical education.

Colleague Experience

We define Colleague Experience as the way in which our colleagues observe, internalize, and interpret interactions at work.

It is shaped by experiences along our colleague journey and moments that matter within our role, workspace, manager, culture, and community.

Our colleague strategy is to ensure that these experiences are positive and impactful, and that we take a colleague-centric approach in all that we do.

We will achieve this through focused efforts to enhance personal, work, and organizational experiences, creating a strong sense of belonging, and building trust.

Our colleague strategy includes a variety of approaches including investing in learning and development, career growth, regular performance feedback, rewards and recognition, opportunities for meaningful connection, and equipping our colleagues with tools and facilities so they can perform at their best.

We involve colleagues in surveys, focus groups, and other discussions to influence our priorities and talent agenda so each colleague can be successful.

Professional Development

We are committed to investing in our most valuable resource, our colleagues.

We provide our colleagues with various tools and opportunities to enhance their professional development and, as a result, the career potential of each colleague.

Our goal is to enable and empower colleagues with learning and development resources to support their skills development as individual contributors, team managers, or organization leaders.

• Colleague and Manager Portals.

These robust portals provide colleagues and managers with essential resources throughout their career lifecycle at Bentley Systems.

The portals contain learning pathways and programs on topics such as goal setting, competency training, coaching, feedback, performance reviews, and career development;

• Skill Development Portal.

We provide our colleagues with various tools and opportunities to enhance their professional development and, as a result, the career potential of each individual.

Our goal is to enable and empower colleagues with learning and development resources to support their continuous growth as individual contributors, team managers, or organization leaders.

• Dedicated On-Demand Resources.

Colleagues across the company have continuous access to resources and information to support their needs across the colleague lifecycle.

Customized content includes focused support for various populations like colleagues, managers, and new hires to meet the various needs of our diverse colleague base.

These robust offerings provide colleagues with just-in-time support and guidance.

Content focuses on topics such as goal setting, competency training, coaching, feedback, performance reviews, and career development as relevant to each colleague;

• Learning and Development Opportunities.

Colleagues are encouraged to create a habit of learning and to develop foundational and core job function skills to improve efficiency and productivity.

We offer colleagues access to a powerful learning platform, connecting them with content from over 30 integrated providers and millions of curated articles, videos, courses, podcasts, and events;

• Career Development Program.

We offer live classroom learning, curated learning pathways, and open access to a powerful learning platform, connecting colleagues with content from over 30 integrated providers and millions of curated articles, videos, courses, podcasts, and events.

Learning focuses on not only functional or technical skills but also those that enhance colleague experience and well-being, such as FranklinCovey’s The 7 Habits of Highly Effective People and Mental Health First Aid;

• Career Development.

We encourage colleagues to take ownership of their career development.

We expect our colleagues to craft their development plans with the assistance of their managers.

We support our colleagues in crafting their development plans with their managers and provide opportunities for career growth and mobility through internal transfers, promotions, and expansion of roles and skills.

Our managers are trained to support and empower their team members by giving continuous feedback and supporting their career goals.

The Career Development Program includes self-assessments, career planning guides, goal setting tools, skill development, and career management resources;

• Formal Mentorship Programs.

Our Leadership Enablement and Development (LEAD) Program arranges intensive mentorships to identify and accelerate growth potential for the next generation of Bentley Systems leaders.

The LEAD Program was developed based on our leadership competence framework.

Learning pathways corresponding to each competence and intensive one-on-one mentoring with our executives are offered to develop leadership competencies based on 360 feedback, personality assessment, and action planning.

Our Bentley Network of Women (NOW) Program is a formal mentorship opportunity for our female colleagues to develop their skills and advance their careers;

Career Development offerings for colleagues include self-assessments, career planning guides, goal-setting tools, skill development, mentorship, and career management resources.

Our Bentley Network of Women (NOW) Program is a career development program focused on supporting women at Bentley Systems to develop their skills and advance their careers through mentorship, networking, and live sessions featuring senior colleagues at Bentley Systems, as well as external speakers and subject matter experts;

• Leadership Development Programs.

Through our Leadership Excellence and Development (LEAD) program, participants are partnered with another leader in a cross-functional role at Bentley Systems and together leverage a custom-curated learning pathway that equips participants to succeed in current and future challenges.

The program is founded on our leadership competencies and, in addition to developing leadership skills, also facilitates a “one Bentley” mindset through cross-functional collaboration and alignment.

The learning pathway features internal and external learning and development content, 360 feedback, personality assessment, reflection, and action to solidify learnings and new skills.

In addition to the LEAD program, we also offer foundational skill training and executive coaching as needed to invest in our leaders;

• Educational Assistance Program.

5 unchanged sentences

Colleague engagement is critical to maintaining our strong sense of corporate culture.

We conduct annual talent reviews and engagement surveys to ensure that we are executing business objectives, providing resources to optimize the performance and potential of our colleagues, and to ensure our colleagues are motivated and engaged.

In our 2021 Annual Colleague Engagement Survey, we were pleased to report an 86% participation rate across the organization despite the challenges of remote work.

We encourage meaningful and continuous performance feedback through efforts like annual performance and feedback reviews, quarterly alignment sessions, 360 feedback, and engagement and pulse surveys.

These regular exercises ensure that we are executing business objectives, providing resources to optimize our colleagues’ performance and potential, and ensuring our colleagues are motivated and engaged.

In our 2022 Annual Colleague Engagement Survey, we were pleased to report a 92% participation rate across the organization despite macro challenges like remote work impacting our colleagues.

Of the colleagues who participated in the survey, 85% responded they were proud to work for Bentley Systems and 87% responded they would gladly recommend Bentley Systems as a place to work to people they know and respect.

1 unchanged sentence

As a global company with colleagues of different cultures, backgrounds, and perspectives based in more than 40 countries worldwide, our diversity is what makes us successful.

Bentley Systems is committed to fostering and continuing to build programs to promote DEI so that all colleagues can reach their highest performance and potential.

We have developed strategies and programs focused on DEI and increasing diversity and equity, as well as fostering a culture of inclusion and well‑being in the workplace.

We are committed to fostering and continuing to build programs to promote DEI so all colleagues can reach their highest performance and potential.

We have developed intentional strategies and programs focused on increasing diversity and equity, as well as fostering a culture of inclusion and well‑being in the workplace.

These strategies and programs include:

• Building Diversity.

We are building a pipeline of diverse candidates by recruiting and partnering in education programs at HBCUs.

We are partnering with professional organizations to support underrepresented groups in engineering and technology.

We provide internships;

scholarships;

Science, Technology, Engineering, and Mathematics (STEM) grants;

and programmatic support to organizations and schools with diverse and underrepresented groups.

We implemented pre-hire assessments to reduce implicit bias in the hiring process;

In 2022, we continued to invest in our diversity partnerships to create a more diverse workplace.

We enhanced our Bentley Education focus on exposing diverse students to Science, Technology, Engineering, and Mathematics (STEM) education.

We partnered with Building 21, a school district of Philadelphia public high school, to pilot a paid summer internship for interested students.

We are also a supporter of the American Heart Association’s STEM for Red campaign, bringing STEM education and career advice to female students in the Philadelphia School District.

In addition, we continue to partner with HBCUs to provide mentoring and engineering programs for college students.

We enhanced our partnerships with diverse professional organizations such as the Conference of Minority Transportation Officials (COMTO) and the National Society of Black Engineers (NSBE) to advance equitable opportunities for underrepresented groups in the transportation and engineering industries.

We pro-actively implemented pre-hire assessments to reduce implicit bias in the hiring process;

• Colleagues.

We continue to create an inclusive workplace through our colleague resource groups, the Inclusion, Diversity, and Equity Alliance (“IDEA”), which provides our colleagues a platform to join other colleagues from all regions, levels, demographics, and departments to build community and celebrate our diversity and differences.

IDEA currently has four global focus groups:

Bentley Pride, Open Abilities, People of Color in the U.S., and Women at Bentley.

Our IDEA groups have built community and provided platforms for discussion by hosting book clubs, panel discussion, speakers, and celebrating global awareness days and events.

We also invest in the Bentley Network of Women (NOW), a development and mentoring program for women globally at the Director level and below;

We continue to foster belonging and create an inclusive workplace through our colleague resource groups, the Inclusion, Diversity, and Equity Alliance (“IDEA”), which provides our colleagues a platform to join other colleagues from all regions, levels, demographics, and departments to build community and celebrate our diversity and differences.

IDEA currently has five focus groups:

OpenPride, OpenAbilities, People of Color in the U.S., Women at Bentley, and our newest group, Veterans at Bentley.

Our IDEA groups have built strong communities and provided platforms for discussion and learning by hosting book clubs, anti‑racist training, panel discussions, speaker sessions, community engagement, and celebrating global awareness days and events.

We continue to develop ways in which we can better serve and support our global colleagues through peer written articles geared at cultivating a more accepting workplace.

Internally, we continue to actively invest in the advancement of women colleagues through Bentley Network of Women (NOW), a development and mentoring program for women globally at the Director level and below;

• Awareness and Training.

1 unchanged sentence

We have held interactive sessions with our executives, emerging leaders, and talent acquisition in fostering DEI and eliminating unconscious bias, and have implemented training for hiring managers to ensure fairness in the interview process.

In the U.S., we have provided extended paid parental leave and benefits for qualified gender affirming surgery.

We plan to continue our commitments to gender pay parity and analysis and benefits to ensure our colleague’s well‑being.

We provide paid parental leave in several countries around the world, including the U.S., and in the U.S., we provide benefits for qualified gender affirming surgery and regularly invest in our colleagues’ mental health.

We plan to continue our commitments to gender pay parity and analysis, and benefits to ensure our colleagues’ well‑being.

As a result of these efforts, we were named a 2022 Chambers and Partners Diversity and Inclusion Awards:

North America winner.

These awards celebrate the achievements of firms, companies, and individuals who are furthering the advancement of diversity and inclusion across the U.S.

We were also named a Civic 50 Greater Philadelphia 2022 honoree by the Philadelphia Foundation, honoring the top community‑minded companies in Philadelphia for good corporate citizenship.

Additional information on our DEI program can be found on our website at www.bentley.com/en/about-us/diversity-equity-inclusion.

COVID-19 Response

From the start of the COVID‑19 pandemic, we took immediate action to ensure our colleagues had the equipment and resources they needed to work from home, which also enabled success for our users.

Our global task force provided continuous communication, education, and support services to our colleagues.

Their well‑being fueled our response plan and we created learning resources to support them throughout the pandemic.

These learning resources included guides and practices for managers to lead virtually with empathy, tips for maintaining team collaboration, and resources and support for colleagues to maintain a healthy work‑life balance.

We are proud to share that at no point during the COVID‑19 pandemic have we had to resort to furloughs.

As the pandemic continues, and work flexibility is seen as the key to success for our business and colleagues’ well‑being, we created the Infrastructure Empowered Workforce Plan (the “IEWP”) in July 2021.

The principle of the IEWP is for colleagues to take advantage of the world’s infrastructure through mobility, productive and enjoyable facilities, and the flexibility to work remotely, all while leveraging the power of technology.

The IEWP encourages our colleagues to make the best of both remote and in‑office working worlds to perform at a high level in contributing to our company’s success— and accordingly to the world’s economy and environment, which depends on infrastructure.

The IEWP is built on a solid foundation of trust, empowering colleagues to make responsible and effective choices about the right balance between working from the office and remotely.

Infrastructure-Empowered Work Flexibility

Our global footprint, with a substantial proportion of colleagues reporting to a manager on a different continent, prepared us well for the adaptions which became necessary during the COVID‑19 pandemic, and accelerated our learning curve for colleague success.

Work flexibility continues to be instrumental both for our business and for our colleagues’ well‑being.

Our Infrastructure Empowered Workforce Plan (“IEWP”) is our intentional approach which is meant, through productive and enjoyable facilities, to attract colleagues to take advantage of our evolving physical offices for necessary in-person collaboration, while institutionalizing the flexibility to work remotely otherwise, fully enabled by appropriate technologies.

IEWP is a deliberate strategy that differentiates us as an employer of choice as we encourage our colleagues to make the best of both remote and in‑office working worlds to perform at a high level, make meaningful connections, and contribute to our success and, accordingly, to the world’s economy and environment, which depends on infrastructure.

IEWP is built on a solid foundation of trust, empowering colleagues and their managers to make responsible and effective choices about the right balance between working from the office and remotely.

This plan does not require colleagues to come into the office at any specific frequency.

Rather, it provides colleagues the flexibility to make these choices with their manager and within their teams, to achieve business success and maintain a high level of productivity and engagement.

From the IEWP survey conducted in September 2021, 85% of our colleagues who participated in the survey responded that they believed the IEWP will positively contribute to their work‑life balance and 78% responded that the IEWP will positively impact their productivity and effectiveness at work.

Rather, it allows colleagues the flexibility to make these choices with their manager, to achieve business success, and maintain a high level of productivity and engagement.

We are modernizing our workplace related policies and processes, and are providing the equipment, facilities, tools, and training for colleagues and managers to work effectively in a globally dispersed environment while enhancing colleague experience and success.

IEWP allows our colleagues across the globe to contribute to Bentley Systems’ success in a meaningful way while enhancing belonging and work-life balance.

Corporate Information

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business