The following discussion should be read in conjunction with our unaudited
consolidated financial statements and notes thereto appearing in Part I, Item 1
of this Quarterly Report on Form 10­Q and with our audited consolidated
financial statements and notes thereto included in Part II, Item 8 of our 2021
Annual Report on Form 10­K on file with the United States Securities and
Exchange Commission ("SEC"). In addition to historical information, this
discussion contains forward­looking statements that involve risks,
uncertainties, and assumptions that could cause actual results to differ
materially from management's expectations. Factors that could cause such
differences are set forth in Part II, Item 1A. Risk Factors of this Quarterly
Report on Form 10­Q.

All amounts presented in this Management's Discussion and Analysis of Financial
Condition and Results of Operations, except share and per share amounts, are
presented in thousands. Additionally, many of the amounts and percentages have
been rounded for convenience of presentation.

Insight:

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 owner­operators of
infrastructure assets.

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, on­premises servers, cloud­native services, mobile devices,
and web browsers. We deliver our solutions via on­premises, cloud, and hybrid
environments. Our users engineer, construct, and operate projects and assets
across the following infrastructure sectors:

•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 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, “downstream” oil and gas, and power generation). We estimate that this sector represents 18% of the net worth of infrastructure assets of the top 500 global infrastructure owners;

•resources (including mining, oil and gas "upstream," offshore, pipelines,
environmental management, and renewable energy). We estimate that this sector
represents 22% of the global top 500 infrastructure owners' net infrastructure
asset value; and

•commercial/facilities (including office buildings, retail, hospitals and campuses). We estimate that this sector represents 11% of the net worth of infrastructure assets of the world’s top 500 infrastructure owners.

We offer solutions for enterprises and professionals across the infrastructure
lifecycle. Our engineering applications and geoprofessional applications support
the breadth of engineering and geoprofessional disciplines and are primarily
desktop applications for professional practitioners. Our project delivery and
asset performance Enterprise Systems are provided via cloud and hybrid
environments, developed respectively to extend enterprise collaboration during
project delivery, and to manage and leverage engineering information during
operations and maintenance. Our Industry Solutions solve domain­specific
problems for owners of infrastructure assets, and the project delivery
ecosystems that support these owners. Our cloud-native iTwin Platform solutions
enable digital twin workflows, which can span project and asset lifecycles.

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We continue to make substantial investments in research and development because
we believe the infrastructure engineering software market presents compelling
opportunities for the application of new technologies that advance our current
solutions. Our research and development roadmap balances technology advances and
new offerings with continuous enhancements to existing offerings. Our allocation
of research and development resources is guided by management­established
priorities, input from product managers, and user and sales force feedback.

We market our offerings primarily through direct sales channels which generated approximately 92% of our total revenue in 2021.

Our sources of revenue growth, in order of magnitude and excluding the impact
from acquisitions, come from additional subscriptions revenue growth from
existing accounts using the same products, additional subscriptions revenue
growth from existing accounts using new products, and subscriptions revenue
growth from new accounts. For the year ended December 31, 2021, subscriptions
represented 84% of our total revenues, and together with certain services
revenues that are recurring in nature and represented 2% of our total revenues,
brought the proportion of our recurring revenues to 86% of our total revenues.
The remaining 14% of our revenues were generated from the sale of perpetual
licenses and the delivery of non­recurring services. We have a
highly­diversified account base, with our largest account representing no more
than 2.5% of our total revenues in 2021. Our 2021 total revenues were also
diversified by account type, size, and geography. Additionally, we believe that
we have a loyal account base, with over 70% of our 2021 total revenues from
organizations that have been our accounts for over ten years. Between 2001 and
2021, our total revenues had an approximately 8% compound annual growth rate.

Our commercial offers:

Our solutions are made available to our accounts in a broad range of commercial
offerings designed to accommodate the diverse preferences of our accounts, which
range from owned versus subscribed, short­term subscriptions versus longer term
annual subscriptions, and fee­certain arrangements versus variable or
consumption­based arrangements with consumption measurement durations of less
than one year. We contract our commercial offerings under a single form of
standard contract, which includes liability and other risk protections in our
favor, and appropriate standard addendums to the primary contract, which
specifically address the commercial offerings provided. Our standard commercial
offerings are summarized in the table below, with further descriptions following
the table:

                     [[Image Removed: bsy-20220630_g1.jpg]]

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SELECT Subscriptions. Our SELECT subscription is a prepaid annual recurring
subscription that accompanies a new or previously purchased perpetual license.
We believe that the SELECT benefits summarized below support our favorable rates
of account retention and growth:

•Software upgrades;

• Complete technical support;

• Pooling of licenses offering efficiency benefits to accounts;

• Portfolio Balancing providing accounts with the ability to swap unused or underused licenses with other of our licensing offerings;

• Learning benefits, Azure-based cloud collaboration services and mobility benefits; and

• Access to our entire application portfolio with use of previously unpurchased licenses monetized quarterly in arrears based on consumption. See the section titled “Term License Subscriptions” below.

Enterprise Subscriptions. Our enterprise subscription offerings provide our largest accounts with full and unlimited global access to our comprehensive portfolio of solutions.

•Enterprise License Subscriptions ("ELS"). Our ELS offering provides access to
our comprehensive portfolio of solutions for a fixed annual fee. Subsequent
annual renewals are based on the account's usage of software in the preceding
year, effectively resulting in an annual consumption­based arrangement. The
majority of our ELS subscribers were historically SELECT subscribers that have
grown into a position to take full advantage of our ELS offering.

•Enterprise 365 ("E365") Subscriptions. Under our E365 subscription,
participating accounts have unrestricted access to our comprehensive software
portfolio, similar to ELS, however they are charged based upon daily usage. E365
subscriptions can contain quarterly usage floors or collars as accounts
transition to the usage model or for accounts within the public sector. The
daily usage fee also includes a term license component, SELECT maintenance and
support, hosting, and Success Blueprints, which are designed to achieve business
outcomes through more efficient and effective use of our software. We are
completing efforts to transition ELS subscribers to E365 subscriptions,
primarily to simplify pricing, more closely align consumption to monetization,
and to establish Success Blueprints as recurring to ensure better business
outcomes for our users. In transitioning subscribers to E365, we recognize a
greater proportion of our revenues on a quarterly basis rather than
substantially upfront. See the section titled "-Key Factors Impacting
Comparability and Performance."

Term License Subscriptions

Annual Term Licenses ("ATL") Subscription. Annual term licenses are generally
prepaid annually for named user access to specific products and include our
Virtuoso subscriptions sold via our Virtuosity eStore for practitioner licenses.
Virtuoso subscriptions are bundles with customizable training and expert
consultation administered through "keys" or credits. ATL are also used to
monetize site or enterprise wide access for certain of our AssetWise solutions
within given usage bands.

Quarterly Term License ("QTL") Subscription. Through quarterly term licenses,
accounts pay quarterly in arrears for licenses they have used representing usage
beyond their contracted quantities. Much like our enterprise subscription
programs, a QTL allows smaller- and medium­sized accounts to match usage to
ongoing project requirements.

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Monthly Term License (“MTL”) Subscription. Monthly term licenses are identical to QTL subscriptions, except for the length of the license and how they are monetized. MTL subscriptions require a subscription to cloud services, which is discussed below.

Visas and Passports. Visas and Passports are quarterly or annual term licenses
enabling users to access specific project or enterprise information and entitles
our users to certain functionality of our ProjectWise and AssetWise systems.
Generally, a Passport provides desktop, web, and mobile application access to
project information and certain functions, and a Visa provides similar access,
plus added functionality depending upon the product to which the Visa is
aligned.

While certain legacy arrangements are supported, our standard offering requires
Visas and Passports to be fulfilled and contracted via a CSS, which is discussed
below.

Cloud Services Subscription ("CSS"). CSS is designed to streamline the
procurement, administration, and payment process for us and our accounts. A CSS
requires an upfront annual estimation of MTL, Visa and Passport consumption, and
any Success Services expected for the upcoming year. A deposit for the annual
estimated consumption is submitted in advance. 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.

Perpetual Licenses

We historically have sold perpetual licenses and continue to offer them to our
accounts as an available option for most of our applications. Perpetual licenses
are available for accounts that prefer to own their software licenses and may be
sold with or without attaching a SELECT subscription. Historically, attachment
and retention of the SELECT subscription has been high given the benefits of the
SELECT subscription.

Services

We provide professional services, including training, implementation,
configuration, customization, and strategic consulting services. We perform
projects on both a time and materials and a fixed fee basis. Certain of our
fixed­fee arrangements, including our Success Services offerings, are structured
as subscription­like, packaged offerings that are annually recurring in nature.
Success Services are standard service offerings that provide a level of
dedicated professional services above the standard technical support offered to
all accounts as part of their SELECT or enterprise agreement.

Key business indicators:

We regularly review the following key metrics to evaluate our business, measure
our performance, identify trends in our business, prepare financial projections,
and make strategic decisions.

                                                                    June 30,
                                                              2022            2021
    Annualized recurring revenues ("ARR")                 $ 971,876       $

882 415

    Last twelve-months recurring revenues                 $ 930,798       $

747 159

    Twelve-months ended constant currency:
    ARR growth rate                                              14  %           23  %
    Account retention rate                                       98  %           98  %
    Recurring revenues dollar-based net retention rate          109  %          106  %


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ARR. Our ARR is defined as the sum of the annualized value of our portfolio of
contracts that produce recurring revenues as of the last day of the reporting
period, and the annualized value of the last three months of recognized revenues
for our contractually recurring consumption­based software subscriptions with
consumption measurement durations of less than one year, calculated using the
spot foreign exchange rates. We believe that the last three months of recognized
revenues, on an annualized basis, for our recurring software subscriptions with
consumption measurement period durations of less than one year is a reasonable
estimate of the annual revenues, given our consistently high retention rate and
stability of usage under such subscriptions. ARR resulting from the
annualization of recurring contracts with consumption measurement durations of
less than one year, as a percentage of total ARR, was 40% and 36% as of June 30,
2022 and 2021, respectively. Within our consumption­measured ARR, the continuous
uptake of our E365 subscription offering has increased daily
consumption­measured ARR, representing 32% of total ARR as of June 30, 2022. We
believe that ARR is an important metric indicating the scale and growth of our
business. Furthermore, we believe ARR, considered in connection with our
recurring revenues dollar­based net retention rate, is a leading indicator of
revenue growth.

In March 2022, in response to the Russia­Ukraine war, we announced a pause of
sales in Russia and Belarus, in addition to our strict compliance with
applicable sanctions, regimes, and other regulatory restrictions on business
activities in those countries. As a result of the conflict, we deemed our
overall business recurrence in the affected countries to have been reduced by
approximately 50%, and accordingly, reduced our related ARR by $5,190 as of
March 31, 2022. During the second quarter of 2022, the marked shifts in the
Russian business environment and economic outlook have led us to conclude it is
no longer viable for us to continue operations in Russia. Accordingly, we have
made the decision to wind down business and exit the Russian market, which
resulted in a further reduction in our ARR by $6,000.

Last twelve­months recurring revenues. Last twelve­months recurring revenues is
calculated as recurring revenues recognized over the preceding twelve­month
period. We define recurring revenues as subscriptions revenues that recur
monthly, quarterly, or annually with specific or automatic renewal clauses and
services revenues in which the underlying contract is based on a fixed fee and
contains automatic annual renewal provisions.

We believe that last twelve­months recurring revenues is an important indicator
of our performance during the immediately preceding twelve­month time period. We
believe that we will continue to experience favorable growth in recurring
revenues primarily due to our strong account retention and recurring revenues
dollar­based net retention rates, as well as the addition of new accounts with
recurring revenues. The last twelve­months recurring revenues for the periods
ended June 30, 2022 compared to the last twelve­months of the preceding
twelve­month period increased by $183,639. This increase was primarily due to
growth in ARR, which is primarily the result of growing our recurring revenues
within our existing accounts as expressed in our recurring revenues dollar­based
net retention rate, as well as additional recurring revenues resulting from new
accounts and acquisitions, including the favorable impact from our platform
acquisitions of Power Line Systems and Seequent Holdings Limited ("Seequent").
For the twelve months ended June 30, 2022, 88% of our revenues were recurring
revenues.

Constant currency metrics. In reporting period­over­period results, we calculate
the effects of foreign currency fluctuations and constant currency information
by translating current period results using prior period average foreign
currency exchange rates. Our definition of constant currency may differ from
other companies reporting similarly named measures, and these constant currency
performance measures should be viewed in addition to, and not as a substitute
for, our operating performance measures calculated in accordance with accounting
principles generally accepted in the United States of America ("U.S. GAAP").

ARR growth rate. Our ARR growth rate is the growth rate of our ARR, measured on
a constant currency basis. Our ARR growth rate was favorably impacted by 2.5%
due to the ARR onboarding from our platform acquisition of Power Line Systems
during the twelve months ended June 30, 2022. We believe that ARR growth is an
important metric indicating the scale and growth of our business.

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Account retention rate. Our account retention rate for any given twelve-month
period is calculated using the average currency exchange rates for the prior
period, as follows: the prior period recurring revenues from all accounts with
recurring revenues in the current and prior period, divided by total recurring
revenues from all accounts during the prior period. Our account retention rate
is an important indicator that provides insight into the long­term value of our
account relationships and our ability to retain our account base. We believe
that our consistent and high account retention rates illustrate our ability to
retain and cultivate long­term relationships with our accounts.

Recurring revenues dollar­based net retention rate. Our recurring revenues
dollar­based net retention rate is calculated using the average exchange rates
for the prior period, as follows: the recurring revenues for the current period,
including any growth or reductions from existing accounts, but excluding
recurring revenues from any new accounts added during the current period,
divided by the total recurring revenues from all accounts during the prior
period. A period is defined as any trailing twelve months. We believe our
recurring revenues dollar­based net retention rate is a key indicator of our
success in growing our revenues within our existing accounts. Given that
recurring revenues represented 88% of our total revenues for the twelve months
ended June 30, 2022, this metric helps explain our revenue performance,
excluding the impact from acquisitions, as primarily growth into existing
accounts. We believe that our consistent and high recurring revenues
dollar­based net retention rate illustrates our ability to consistently retain
accounts and grow them.

Our calculation of these measures may not be comparable to those of other companies with similarly named measures.

Non-GAAP Financial Measures:

In addition to our results determined in accordance with U.S. GAAP, we also use
the below non­GAAP financial information to evaluate our ongoing operations and
for internal planning and forecasting purposes.

                          Three Months Ended             Six Months Ended
                               June 30,                      June 30,
                          2022           2021          2022           2021
Adjusted EBITDA       $   86,521      $ 69,334      $ 184,137      $ 152,310
Adjusted Net Income       73,808        74,463        153,364        138,593


Adjusted EBITDA. We define Adjusted EBITDA as net income adjusted for interest
expense, net, provision (benefit) for income taxes, depreciation and
amortization, stock­based compensation, expense (income) relating to deferred
compensation plan liabilities, acquisition expenses, realignment expenses, other
non­operating (income) expense, net, and (income) loss from investment accounted
for using the equity method, net of tax.

Adjusted Net Income. We define Adjusted Net Income as net income adjusted for
the following: amortization of purchased intangibles and developed technologies,
stock­based compensation, expense (income) relating to deferred compensation
plan liabilities, acquisition expenses, realignment expenses, other
non­operating (income) expense, net, the tax effect of the above adjustments to
net income, and (income) loss from investment accounted for using the equity
method, net of tax. The income tax effect of non­GAAP adjustments was determined
using the applicable rates in the taxing jurisdictions in which income or
expense occurred, and represent both current and deferred income tax expense or
benefit based on the nature of the non­GAAP adjustments, including the tax
effects of non­cash stock­based compensation expense.

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Adjusted EBITDA and Adjusted Net Income are not presentations made in accordance
with U.S. GAAP, and our use of the terms Adjusted EBITDA and Adjusted Net Income
may vary from the use of similarly titled measures by others in our industry due
to the potential inconsistencies in the method of calculation and differences
due to items subject to interpretation. We believe the presentation of Adjusted
EBITDA and Adjusted Net Income provides useful information to management and
investors regarding financial and business trends related to our results of
operations and that when non­GAAP financial information is viewed with U.S. GAAP
financial information, investors are provided with a more meaningful
understanding of our ongoing operating performance. We also use Adjusted EBITDA
and Adjusted Net Income to compare our results to those of our competitors and
to consistently measure our performance from period to period. During the third
quarter of 2021, we modified our definitions of Adjusted EBITDA and Adjusted Net
Income to adjust for expense (income) relating to deferred compensation plan
liabilities and amounts for all periods herein reflect application of the
modified definition.

Adjusted EBITDA and Adjusted Net Income should not be considered as alternatives
to net income, operating income, or any other performance measures derived in
accordance with U.S. GAAP as measures of operating performance. Adjusted EBITDA
and Adjusted Net Income have important limitations as analytical tools and
should not be considered in isolation or as a substitute for analysis of our
results as reported under U.S. GAAP.

Reconciliation of net income to adjusted EBITDA:

                                                 Three Months Ended                     Six Months Ended
                                                      June 30,                              June 30,
                                               2022               2021               2022               2021
Net income                                 $   55,673          $ 45,627          $ 112,061          $ 102,633
Interest expense, net                           7,622             2,453             14,664              4,772
Benefit for income taxes                       (4,674)          (20,473)            (1,443)           (10,115)
Depreciation and amortization                  18,518            10,287             35,730             19,280
Stock-based compensation (2)                   17,395            11,685             32,348             20,598
Deferred compensation plan (3)                (12,159)              195            (17,297)               362
Acquisition expenses (4)                        3,856            13,954             17,853             23,210
Realignment expenses (5)                        3,194                 -              3,194                  -
Other (income) expense, net (6)                (3,497)            3,777            (14,138)           (10,705)
Loss from investment accounted for using
the equity method, net of tax                     593             1,829              1,165              2,275
Adjusted EBITDA                            $   86,521          $ 69,334          $ 184,137          $ 152,310


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Reconciliation of net income to adjusted net income:

                                                          Three Months Ended                     Six Months Ended
                                                               June 30,                              June 30,
                                                        2022               2021               2022               2021
Net income                                          $   55,673          $ 45,627          $ 112,061          $ 102,633
Non-GAAP adjustments, prior to income taxes:
Amortization of purchased intangibles and
developed technologies (1)                              13,671             5,781             26,599             10,464
Stock-based compensation (2)                            17,395            11,685             32,348             20,598
Deferred compensation plan (3)                         (12,159)              195            (17,297)               362
Acquisition expenses (4)                                 3,856            13,954             17,853             23,210
Realignment expenses (5)                                 3,194                 -              3,194                  -
Other (income) expense, net (6)                         (3,497)            3,777            (14,138)           (10,705)
Total non-GAAP adjustments, prior to income taxes       22,460            35,392             48,559             43,929
Income tax effect of non-GAAP adjustments               (4,918)           (8,385)            (8,421)           (10,244)
Loss from investment accounted for using the equity
method, net of tax                                         593             1,829              1,165              2,275
Adjusted Net Income                                 $   73,808          $ 74,463          $ 153,364          $ 138,593



Further explanation of some of our adjustments to arrive at Adjusted EBITDA and Adjusted Net Income are as follows:

(1)Amortization of purchased intangibles and developed technologies.
Amortization of purchased intangibles varies in amount and frequency and is
significantly impacted by the timing and size of our acquisitions. Management
finds it useful to exclude these non­cash charges from our operating expenses to
assist in budgeting, planning, and forecasting future periods. The use of
intangible assets and developed technologies contributed to our revenues earned
during the periods presented and will also contribute to our revenues in future
periods. Amortization of purchased intangible assets and developed technologies
will recur in future periods.

(2)Stock­based compensation. We exclude certain stock­based compensation
expenses from our non­GAAP measures primarily because they are non­cash expenses
and management finds it useful to exclude certain non­cash charges to assess the
appropriate level of various operating expenses to assist in budgeting,
planning, and forecasting future periods. Moreover, because of the variety of
award types and subjective assumptions that companies can use under Financial
Accounting Standards Board Accounting Standards Codification Topic 718,
Compensation-Stock Compensation, we believe excluding stock­based compensation
expenses allows investors to make meaningful comparisons between our recurring
core business results of operations and those of other companies.

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(3)Deferred compensation plan. In August 2021, our board of directors approved
an amendment to the amended and restated Bentley Systems, Incorporated
Nonqualified Deferred Compensation Plan (the "DCP"), which offered to certain
active executives in the DCP a one­time, short­term election to reallocate a
limited portion of their DCP holdings from phantom shares of the Company's
Class B Common Stock into other phantom investment funds. For further discussion
of the aforementioned DCP reallocation, see Note 12 to our consolidated
financial statements included in Part II, Item 8 of our 2021 Annual Report on
Form 10­K. Deferred compensation plan liabilities are marked to market at the
end of each reporting period, with changes in the liabilities recorded as an
expense (income) to Deferred compensation plan in the consolidated statements of
operations. We exclude Deferred compensation plan expense (income) because it is
not reflective of our ongoing business and results of operation. We believe it
is useful for investors to understand the effects of this item on our total
operating expenses.

(4)Acquisition expenses. We incur expenses for professional services rendered in
connection with business combinations, which are included in our U.S. GAAP
presentation of general and administrative expense. Also included in our
acquisition expenses are retention incentives paid to executives of the acquired
companies. For the three and six months ended June 30, 2022, $26 and $9,799,
respectively, of our acquisition expenses related to our platform acquisition of
Power Line Systems. For the three and six months ended June 30, 2021, $9,180 and
$15,896, respectively, of our acquisition expenses related to our platform
acquisition of Seequent. We exclude these acquisition expenses when we evaluate
our continuing operational performance as we would not have otherwise incurred
these expenses in the periods presented as part of our continuing operations.

(5)Realignment expenses. During the second quarter of 2022, the marked shifts in
the Russian business environment and economic outlook have led us to conclude it
is no longer viable for us to continue operations in Russia. Accordingly, we
made the decision to wind down business and exit the Russian market. As a
result, we incurred exit costs, which are comprised of termination benefits for
colleagues whose positions were eliminated and asset impairments ("Russian
market exit costs"). We exclude these charges because they are not reflective of
our ongoing business and results of operations. We believe it is useful for
investors to understand the effects of these items on our total operating
expenses. In the ordinary course of operating our business, we incur severance
expenses that are not included in this adjustment.

(6)Other (income) expense, net. The table below contains the details of Other
(income) expense, net. We exclude these items because they are not reflective of
ongoing business and results of operations. We believe it is useful for
investors to understand the effects of these items on our results of operations.

                                                  Three Months Ended                      Six Months Ended
                                                       June 30,                               June 30,
                                                2022                2021               2022               2021
(Gain) loss from:
Change in fair value of interest rate swap $    (7,406)         $   5,926          $ (19,490)         $  (7,735)
Foreign exchange loss (gain) (a)                 4,717             (1,406)             7,788             (2,198)
Sale of aircraft                                     -                  -             (2,029)                 -
Change in fair value of acquisition
contingent consideration                             -                  -                500                  -
Other income, net                                 (808)              (743)              (907)              (772)

Total other (income) expenses, net ($3,497) $3,777

       $ (14,138)         $ (10,705)




(a)Foreign exchange loss (gain) is primarily attributable to foreign currency
translation derived primarily from United States ("U.S.") Dollar denominated
cash and cash equivalents, account receivables, customer deposits, and
intercompany balances held by foreign subsidiaries. Intercompany finance
transactions denominated in U.S. Dollars resulted in unrealized foreign exchange
losses (gains) of $5,799 and $(963) for the three months ended June 30, 2022 and
2021, respectively, $6,563 and $(1,443) for the six months ended June 30, 2022
and 2021, respectively.
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Key factors affecting comparability and performance:

Acquisitions. Since our founding, we have purposefully pursued a strategy of
regularly acquiring and integrating specialized infrastructure engineering
software businesses. As a public company, we have been able to make platform
acquisitions which appreciably increase our scale and/or the scope of our
platform capabilities. 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).

We completed two and eight acquisitions for the six months ended June 30, 2022
and 2021, respectively. Our three and six months ended June 30, 2022
consolidated financial statements were meaningfully impacted by our platform
acquisition of Power Line Systems, which was completed on January 31, 2022 for
$695,968 in cash, net of cash acquired. Our three and six months ended June 30,
2022 and 2021 consolidated financial statements were meaningfully impacted by
our platform acquisition of Seequent, which was completed on June 17, 2021 for
$883,336 in cash, net of cash acquired, plus 3,141,342 shares of our Class B
Common Stock. For the three and six months ended June 30, 2022, $26 and $9,799,
respectively, of our acquisition expenses related to the acquisition of Power
Line Systems. For the three and six months ended June 30, 2021, $9,180 and
$15,896, respectively, of our acquisition expenses related to the acquisition of
Seequent.

BSY Stock Repurchase Program. On May 11, 2022, we announced that our board of
directors approved the BSY Stock Repurchase Program (the "Repurchase Program")
authorizing us to repurchase up to $200,000 of our Class B Common Stock through
June 30, 2024. The Repurchase Program is used to offset dilution from the
issuance of our Class B Common Stock under our stock­based plans to enhance
stockholder value. For the six months ended June 30, 2022, we repurchased
463,001 shares for $13,242.

Impact of foreign currency. A portion of our total revenues and operating
expenses were derived from outside the U.S. and as such, were denominated in
various foreign currencies, including most significantly: Euros, British Pounds,
Australian Dollars, Canadian Dollars, Chinese Yuan Renminbi, and New Zealand
Dollars. Our financial results are therefore affected by changes in foreign
currency rates. In 2021, 47% of our total revenues were denominated in various
foreign currencies. Correspondingly, in 2021, 42% of our total operating
expenses were denominated in various foreign currencies. Other than the natural
hedge attributable to matching revenues and expenses in the same currencies, we
do not currently hedge foreign currency exposure. Accordingly, our results of
operations have been, and in the future will be, affected by changes in foreign
exchange rates.

We identify the effects of foreign currency on our operations and present
constant currency growth rates and fluctuations because we believe exchange
rates are an important factor in understanding period­over­period comparisons
and enhance the understanding of our results and evaluation of our performance.
In reporting period to period results, we calculate the effects of foreign
currency fluctuations and constant currency information by translating current
period results using prior period average foreign currency exchange rates. Our
definition of constant currency may differ from other companies reporting
similarly named measures, and these constant currency performance measures
should be viewed in addition to, and not as a substitute for, our operating
performance measures calculated in accordance with U.S. GAAP.

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Results of operations:

Our selected Consolidated Statements of Income data for each of the periods indicated is as follows:

                                                       Three Months Ended                             Six Months Ended
                                                            June 30,                                      June 30,
                                                   2022                   2021                   2022                   2021
Revenues:
Subscriptions                                $     232,191          $     186,442          $     473,424          $     374,567
Perpetual licenses                                  11,548                 11,391                 21,753                 21,507
Subscriptions and licenses                         243,739                197,833                495,177                396,074
Services                                            24,546                 26,088                 48,625                 49,852
Total revenues                                     268,285                223,921                543,802                445,926
Cost of revenues:
Cost of subscriptions and licenses                  36,806                 29,881                 70,533                 58,826
Cost of services                                    22,888                 23,570                 44,946                 43,914
Total cost of revenues                              59,694                 53,451                115,479                102,740
Gross profit                                       208,591                170,470                428,323                343,186
Operating expense (income):
Research and development                            64,866                 52,776                126,139                100,579
Selling and marketing                               49,617                 38,014                 95,562                 70,454
General and administrative                          40,033                 41,683                 91,187                 74,904
Deferred compensation plan                         (12,159)                   195                (17,297)                   362
Amortization of purchased intangibles               10,517                  4,589                 20,423                  8,027
Total operating expenses                           152,874                137,257                316,014                254,326
Income from operations                              55,717                 33,213                112,309                 88,860
Interest expense, net                               (7,622)                (2,453)               (14,664)                (4,772)
Other income (expense), net                          3,497                 (3,777)                14,138                 10,705
Income before income taxes                          51,592                 26,983                111,783                 94,793
Benefit for income taxes                             4,674                 20,473                  1,443                 10,115
Loss from investment accounted for
using the equity method, net of tax                   (593)                (1,829)                (1,165)                (2,275)
Net income                                          55,673                 45,627                112,061                102,633
Less: Net income attributable to
participating securities                               (11)                    (3)                   (20)                    (3)
Net income attributable to Class A and
Class B common stockholders                  $      55,662          $      

45,624 $112,041 $102,630
Information per share: Net earnings per share, basic

                  $        0.18          $       

0.15 $0.36 $0.34
Net earnings per share, diluted

                $        0.17          $       

0.14 $0.35 $0.32
Weighted Average Equity, Basic

                 308,244,778            304,066,038            308,512,924            303,311,423
Weighted average shares, diluted               332,275,216            324,478,086            332,208,435            323,094,045


                                       52
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In reporting period­over­period results, we calculate the effects of foreign
currency fluctuations and constant currency information by translating current
period results using prior period average foreign currency exchange rates. Our
definition of constant currency may differ from other companies reporting
similarly named measures, and these constant currency performance measures
should be viewed in addition to, and not as a substitute for, our operating
performance measures calculated in accordance with U.S. GAAP.

Comparison of three and six month periods ended June 30, 2022 and 2021

Revenues

                                                                               Comparison
                                       Three Months Ended                                     Constant
                                            June 30,                                          Currency
                                      2022           2021          Amount          %             %
     Subscriptions                 $ 232,191      $ 186,442      $ 45,749        24.5  %       31.3  %
     Perpetual licenses               11,548         11,391           157         1.4  %        8.8  %
     Subscriptions and licenses      243,739        197,833        45,906        23.2  %       30.0  %
     Services                         24,546         26,088        (1,542)       (5.9  %)      (2.3  %)
     Total revenues                $ 268,285      $ 223,921      $ 44,364        19.8  %       26.2  %


                                                                               Comparison
                                        Six Months Ended                                      Constant
                                            June 30,                                          Currency
                                      2022           2021          Amount          %             %
     Subscriptions                 $ 473,424      $ 374,567      $ 98,857        26.4  %        31.6  %
     Perpetual licenses               21,753         21,507           246         1.1  %         7.4  %
     Subscriptions and licenses      495,177        396,074        99,103        25.0  %        30.3  %
     Services                         48,625         49,852        (1,227)       (2.5  %)        0.2  %
     Total revenues                $ 543,802      $ 445,926      $ 97,876        21.9  %        26.9  %


The increase in total revenues for the three and six months ended June 30, 2022
was primarily driven by the impact from acquisitions in subscriptions revenues
and improvements in our business performance, partially offset by the overall
negative foreign currency effects due to a stronger U.S. Dollar relative to our
other currencies. We define business performance as our organic growth results
inclusive of the impact from certain programmatic acquisitions, which generally
are immaterial, individually and in the aggregate.

•Subscriptions. For the three months ended June 30, 2022the increase in subscription revenue is mainly explained by the impact of the acquisitions of approximately $31,700 and improvements in our commercial performance, at constant exchange rates, of approximately $25,000.

For the six months ended June 30, 2022, the increase in subscriptions revenues
was primarily driven by the impact from acquisitions of approximately $74,500
and improvements in our business performance, on a constant currency basis, of
approximately $41,300.

For both the three and six months ended June 30, 2022, the acquisitions impact
relates to our platform acquisitions of Seequent and Power Line Systems and is
inclusive of their organic performance. The improvements in business
performance, on a constant currency basis, was primarily driven by expansion
within our existing accounts, and growth of 3% attributable to new accounts
exclusive of acquisitions, most notability smaller- and medium-sized accounts.
Improvements in business performance for the three and six months ended June 30,
2022 were led by our structural and civil engineering applications and our
Enterprise Systems for project delivery.

                                       53

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•Perpetual licenses. For the three and six months ended June 30, 2022, the
increase in perpetual licenses revenues was primarily driven by the impact from
our Seequent platform acquisition of approximately $900 and $1,800,
respectively.

•Services. For the three and six months ended June 30, 2022, the decrease in
services revenues was primarily driven by a reduction in business performance,
on a constant currency basis, of approximately $1,200 and $900, respectively.

For the three months ended June 30, 2022, the reduction in constant currency
business performance was impacted by the ongoing transition of historically
classified services revenues into subscriptions revenues for accounts converting
to our E365 subscription offering with embedded Success Services and a reduction
in Maximo digital integrator services, driven by project and contracting delays
primarily related to acquisition integrations, partially offset by favorable
contributions of our asset performance digital integrator services of
approximately $1,100.

For the six months ended June 30, 2022the decline in constant currency business performance was impacted by the ongoing transition of services revenue historically classified as subscription revenue for accounts converted to our E365 subscription offering with integrated Success Services, partially offset by favorable contributions of Maxim and digital asset performance integration services of approximately $2,300.

Revenue by Geographic region

Revenue from external customers is allocated to individual countries based on customer location. Revenues by geographic area are as follows:

                                                                                                 Comparison
                                             Three Months Ended                                                     Constant
                                                  June 30,                                                          Currency
                                           2022               2021             Amount               %                   %
Americas                               $ 144,359          $ 112,894          $ 31,465              27.9  %               28.8  %
Europe, the Middle East, and Africa
("EMEA")                                  74,800             69,157             5,643               8.2  %               20.6  %
Asia-Pacific ("APAC")                     49,126             41,870             7,256              17.3  %               28.4  %
Total revenues                         $ 268,285          $ 223,921          $ 44,364              19.8  %               26.2  %


                                                                         Comparison
                                   Six Months Ended                                     Constant
                                       June 30,                                         Currency
                                 2022           2021          Amount          %            %
            Americas          $ 298,619      $ 221,756      $ 76,863        34.7  %       35.6  %
            EMEA                152,280        143,005         9,275         6.5  %       15.9  %
            APAC                 92,903         81,165        11,738        14.5  %       22.9  %
            Total revenues    $ 543,802      $ 445,926      $ 97,876        21.9  %       26.9  %


                                       54
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•Americas. For the three months ended June 30, 2022, the increase in revenues
from the Americas was primarily driven by an increase in subscriptions revenues
from our Seequent and Power Line Systems platform acquisitions of approximately
$17,600 and improvements in our Americas business performance, on a constant
currency basis, of approximately $14,100.

For the six months ended June 30, 2022, the increase in revenues from the
Americas was primarily driven by an increase in subscriptions revenues from our
Seequent and Power Line Systems platform acquisitions of approximately $46,800
and improvements in our Americas business performance, on a constant currency
basis, of approximately $30,200.

The improvement in commercial performance for the three and six months ended
June 30, 2022 were primarily due to the expansion of our recurring subscription revenue from existing accounts in the WE

•EMEA. For the three months ended June 30, 2022, the increase in revenues from
EMEA was primarily driven by improvements in our EMEA business performance, on a
constant currency basis, of approximately $7,500 and an increase in
subscriptions revenues from our Seequent platform acquisition of approximately
$4,300.

For the six months ended June 30, 2022the increase in revenue from the EMEA region is mainly due to an increase in subscription revenue from the acquisition of our Seequent platform of approximately $12,800 and improvements in our commercial performance in the EMEA region, at constant exchange rates, of approximately $6,800.

The improvement in commercial performance for the three and six months ended
June 30, 2022 were primarily due to the expansion of our recurring subscription revenue from existing accounts in the UKthe Middle East and
Africaand the Netherlandspartially offset by reductions Russia.

•APAC. For the three months ended June 30, 2022, the increase in revenues from
APAC was primarily driven by an increase in subscriptions revenues from our
Seequent platform acquisition of approximately $7,400 and improvements in our
APAC business performance, on a constant currency basis, of approximately
$2,200.

For the six months ended June 30, 2022the increase in APAC revenue was primarily due to an increase in subscription revenue from the acquisition of our Seequent platform of approximately $12,600 and improvements in our APAC commercial performance, at constant exchange rates, of approximately $3,200.

The improvement in commercial performance for the three and six months ended
June 30, 2022 were primarily due to the expansion of our recurring subscription revenue from existing accounts in India, Australiaand South East Asiapartially offset by reductions China.

                                       55

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Cost of Revenues

                                                                                   Comparison
                                            Three Months Ended                                    Constant
                                                 June 30,                                         Currency
                                            2022           2021        Amount          %             %
 Cost of subscriptions and licenses     $   36,806      $ 29,881      $ 6,925        23.2  %        29.5  %
 Cost of services                           22,888        23,570         (682)       (2.9  %)        2.3  %
 Total cost of revenues                 $   59,694      $ 53,451      $ 6,243        11.7  %        17.5  %


                                                                                   Comparison
                                             Six Months Ended                                     Constant
                                                 June 30,                                         Currency
                                           2022           2021          Amount          %            %
 Cost of subscriptions and licenses     $  70,533      $  58,826      $ 11,707        19.9  %       24.5  %
 Cost of services                          44,946         43,914         1,032         2.4  %        6.1  %
 Total cost of revenues                 $ 115,479      $ 102,740      $ 12,739        12.4  %       16.6  %


Cost of subscriptions and licenses. For the three months ended June 30, 2022, on
a constant currency basis, cost of subscriptions and licenses increased
primarily due to an increase in headcount­related costs of approximately $4,400,
mainly due to our platform acquisition of Seequent and annual salary
adjustments, and an increase in amortization expense for software and technology
of approximately $2,400.

For the six months ended June 30, 2022, on a constant currency basis, cost of
subscriptions and licenses increased primarily due to an increase in
headcount­related costs of approximately $7,200, mainly due to our platform
acquisition of Seequent and annual salary adjustments, and an increase in
amortization expense for software and technology of approximately $4,300.

Cost of benefits. For the three months ended June 30, 2022at constant exchange rates, the cost of services increased mainly due to an increase in headcount costs of approximately $1,200mainly due to digital integrator business acquisitions and annual salary adjustments, partially offset by lower installation costs of approximately $500.

For the six months ended June 30, 2022, on a constant currency basis, cost of
services increased primarily due to an increase in headcount­related costs of
approximately $3,700, mainly due to digital integrator business acquisitions and
annual salary adjustments, partially offset by a decrease in facility-related
costs of approximately $800.

                                       56
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Operating expenses (income)

                                                                                                  Comparison
                                             Three Months Ended                                                      Constant
                                                  June 30,                                                           Currency
                                           2022               2021             Amount               %                    %
Research and development               $  64,866          $  52,776          $ 12,090              22.9  %               28.5  %
Selling and marketing                     49,617             38,014            11,603              30.5  %               36.4  %
General and administrative                40,033             41,683            (1,650)             (4.0  %)              (1.0  %)
Deferred compensation plan               (12,159)               195           (12,354)              *                    *
Amortization of purchased intangibles     10,517              4,589             5,928             129.2  %              143.5  %
Total operating expenses               $ 152,874          $ 137,257          $ 15,617              11.4  %               16.5  %




*Not meaningful

                                                                                    Comparison
                                              Six Months Ended                                     Constant
                                                  June 30,                                         Currency
                                            2022           2021          Amount          %            %
Research and development                 $ 126,139      $ 100,579      $ 25,560        25.4  %       29.6  %
Selling and marketing                       95,562         70,454        25,108        35.6  %       40.3  %
General and administrative                  91,187         74,904        16,283        21.7  %       24.1  %
Deferred compensation plan                 (17,297)           362       (17,659)         *            *

Amortization of purchased intangible assets 20,423 8,027 12,396 154.4% 166.0% Total operating expenses

                 $ 316,014      $ 254,326      $ 61,688        24.3  %       28.3  %




*Not meaningful

Research and development. For the three months ended June 30, 2022, on a
constant currency basis, research and development expenses increased primarily
due to an increase in headcount-related costs of approximately $13,300, mainly
due to our platform acquisition of Seequent and annual salary adjustments.

For the six months ended June 30, 2022, on a constant currency basis, research
and development expenses increased primarily due to an increase in
headcount-related costs of approximately $26,600, mainly due to our platform
acquisition of Seequent and annual salary adjustments.

Selling and marketing. For the three months ended June 30, 2022, on a constant
currency basis, selling and marketing expenses increased primarily due to an
increase in headcount-related costs of approximately $12,100, mainly due to our
platform acquisition of Seequent, annual salary adjustments, and approximately
$800 of termination benefits for our colleagues whose positions were eliminated
related to our Russian market exit costs. On a constant currency basis, selling
and marketing expenses also increased due to an increase in promotional costs of
approximately $1,300 and approximately $1,100 of asset impairments related to
our Russian market exit costs.

For the six months ended June 30, 2022, on a constant currency basis, selling
and marketing expenses increased primarily due to an increase in
headcount-related costs of approximately $23,700, mainly due to our platform
acquisition of Seequent, annual salary adjustments, and approximately $800 of
termination benefits for our colleagues whose positions were eliminated related
to our Russian market exit costs. On a constant currency basis, selling and
marketing expenses also increased due to an increase in promotional costs of
approximately $2,700 and approximately $1,100 of asset impairments related to
our Russian market exit costs.

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General and administrative. For the three months ended June 30, 2022, on a
constant currency basis, general and administrative expenses decreased primarily
due to lower acquisition expenses of approximately $9,500, mainly due to
expenses of $9,180 related to our platform acquisition of Seequent for the three
months ended June 30, 2021. Partially offsetting this decrease is an increase in
headcount-related costs of approximately $6,300, an increase in third party
subscription software and facilities costs of approximately $1,600, and
approximately $1,100 of asset impairments related to our Russian market exit
costs. The approximate $6,300 increase in headcount-related costs was primarily
comprised of an increase in stock­based compensation expense of approximately
$3,600 and an increase in salaries costs of approximately $2,300, mainly due to
our platform acquisition of Seequent and annual salary adjustments.

For the six months ended June 30, 2022, on a constant currency basis, general
and administrative expenses increased primarily due to an increase
headcount-related costs of approximately $16,800, an increase in third party
subscription software and facilities costs of approximately $3,800, and
approximately $1,100 of asset impairments related to our Russian market exit
costs. The approximate $16,800 increase in headcount-related costs was primarily
comprised of an increase in salaries costs of approximately $8,300, mainly due
to our platform acquisition of Seequent and annual salary adjustments, and an
increase in stock­based compensation expense of approximately $7,100. Partially
offsetting these increases were lower acquisition expenses of approximately
$5,800, primarily due to expenses of $9,799 related to the acquisition of Power
Line Systems for the six months ended June 30, 2022 as compared to expenses of
$15,896 related to the acquisition of Seequent for the six months ended June 30,
2021.

Deferred compensation plan. For the three months ended June 30, 2022, deferred
compensation plan income was $12,159 as compared to deferred compensation plan
expense of $195 for the three months ended June 30, 2021. For the six months
ended June 30, 2022, deferred compensation plan income was $17,297 as compared
to deferred compensation plan expense of $362 for the six months ended June 30,
2021. These amounts were attributable to the marked to market impact on deferred
compensation plan liability balances period over period.

Amortization of purchased intangibles. For the three and six months ended
June 30, 2022, on a constant currency basis, amortization of purchased
intangibles increased primarily due to amortization from recently acquired
purchased intangibles.

Interest Expense, Net

                                        Three Months Ended            Six Months Ended
                                             June 30,                     June 30,
                                        2022           2021          2022           2021
            Interest expense        $   (7,704)     $ (2,582)     $

(14,828) ($4,983)

            Interest income                 82           129            164 

211

            Interest expense, net   $   (7,622)     $ (2,453)     $ (14,664)     $ (4,772)


                                                  Three Months Ended                     Six Months Ended
                                                       June 30,                              June 30,
                                                2022               2021               2022              2021
Revolving loan facility                     $   (3,540)         $   (850)         $  (5,765)         $ (1,579)
Term loan                                       (1,391)                -             (2,458)                -
Interest rate swap                                  17              (316)              (277)             (617)
Convertible senior notes, coupon interest         (769)             (229)            (1,524)             (383)
Amortization and write-off of deferred debt
issuance costs                                  (1,868)           (1,142)            (3,646)           (2,371)
Other, net                                         (71)               84               (994)              178
Interest expense, net                       $   (7,622)         $ (2,453)         $ (14,664)         $ (4,772)


                                       58
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For the three and six months ended June 30, 2022, interest expense, net
increased primarily due to a higher outstanding average balance combined with a
higher average interest rate under the revolving loan facility, interest expense
on the term loan, which we entered into on December 22, 2021, and higher
interest expense and amortization of deferred debt issuance costs in connection
with the convertible senior notes issued on June 28, 2021.

Other Income (Expense), Net

                                                 Three Months Ended                     Six Months Ended
                                                      June 30,                              June 30,
                                              2022                2021               2022               2021
Gain (loss) from:
Change in fair value of interest rate
swap                                      $    7,406          $  (5,926)         $  19,490          $   7,735
Foreign exchange (loss) gain (1)              (4,717)             1,406             (7,788)             2,198
Sale of aircraft                                   -                  -              2,029                  -
Change in fair value of acquisition
contingent consideration                           -                  -               (500)                 -
Other income, net                                808                743                907                772

Total other income (expenses), net $3,497 $(3,777)

     $  14,138          $  10,705




(1)Foreign exchange (loss) gain is primarily attributable to foreign currency
translation derived primarily from U.S. Dollar denominated cash and cash
equivalents, account receivables, customer deposits, and intercompany balances
held by foreign subsidiaries. Intercompany finance transactions denominated in
U.S. Dollars resulted in unrealized foreign exchange (losses) gains of $(5,799)
and $963 for the three months ended June 30, 2022 and 2021, respectively,
$(6,563) and $1,443 for the six months ended June 30, 2022 and 2021,
respectively.

Benefit for Income Taxes

                                         Three Months Ended               Six Months Ended
                                              June 30,                        June 30,
                                        2022            2021            2022            2021

income before taxes $51,592 $26,983 $111,783 $94,793

       Benefit for income taxes      $ (4,674)      $ (20,473)      $  (1,443)      $ (10,115)
       Effective tax rate                (9.1) %        (75.9) %         (1.3) %        (10.7) %


For the three and six months ended June 30, 2022, the effective tax rate was
higher primarily due to the decrease in discrete tax benefits recognized in the
respective periods. For the three months ended June 30, 2022 and 2021, we
recorded discrete tax benefits of $19,024 and $28,967, respectively, and $31,752
and $36,452 for the six months ended June 30, 2022 and 2021, respectively,
primarily associated with windfall tax benefits from stock­based compensation,
net of the impact from officer compensation limitation provisions.

                                       59

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Net Income

                                   Three Months Ended             Six Months Ended
                                        June 30,                      June 30,
                                   2022           2021          2022           2021
                Net income     $   55,673      $ 45,627      $ 112,061      $ 102,633


For the three months ended June 30, 2022, net income increased by $10,046, or
22.0%, compared to the three months ended June 30, 2021. For the six months
ended June 30, 2022, net income increased by $9,428, or 9.2%, compared to the
six months ended June 30, 2021. Net income as a percentage of total revenues was
20.8% and 20.4% for the three months ended June 30, 2022 and 2021, respectively,
and 20.6% and 23.0% for the six months ended June 30, 2022 and 2021. The changes
are due to the factors described above.

Adjusted EBITDA and Adjusted Net Income

                          Three Months Ended             Six Months Ended
                               June 30,                      June 30,
                          2022           2021          2022           2021
Adjusted EBITDA       $   86,521      $ 69,334      $ 184,137      $ 152,310
Adjusted Net Income   $   73,808      $ 74,463      $ 153,364      $ 138,593


For the three and six months ended June 30, 2022, Adjusted EBITDA increased by
$17,187 and $31,827 compared to the three and six months ended June 30, 2021,
respectively. For the three months ended June 30, 2022 and 2021, Adjusted EBITDA
as a percentage of total revenues was 32.2% and 31.0%, respectively. For the six
months ended June 30, 2022 and 2021, Adjusted EBITDA as a percentage of total
revenues was 33.9% and 34.2%, respectively.

For the three months ended June 30, 2022, Adjusted Net Income decreased by $655,
compared to the three months ended June 30, 2021. For the three months ended
June 30, 2022 and 2021, Adjusted Net Income as a percentage of total revenues
was 27.5% and 33.3%, respectively. For the six months ended June 30, 2022,
Adjusted Net Income increased by $14,771 compared to the six months ended
June 30, 2021. For the six months ended June 30, 2022 and 2021, Adjusted Net
Income as a percentage of total revenues was 28.2% and 31.1%, respectively.

For additional information, including limitations on the use of non-GAAP financial measures and reconciliations of non-GAAP financial measures to the most directly comparable financial measures stated in accordance with
WE GAAP, see the section entitled “-Non-GAAP Financial Measures”.

Cash and capital resources:

Our primary source of operating cash is from the sale of subscriptions,
perpetual licenses, and services. Our primary use of cash is payment of our
operating costs, which consist primarily of colleague-related expenses, such as
compensation and benefits, as well as general operating expenses for marketing,
facilities, and overhead costs. In addition to operating expenses, we also use
cash to service our debt obligations, to pay quarterly dividends, to repurchase
our Class B Common Stock (discussed further below), and for capital expenditures
in support of our operations. We also use cash to fund our acquisitions of
software assets and businesses, and other investment activities of BSY
Investments, including iTwin Ventures for which, over a period of approximately
5 years, we expect to invest 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. In connection with the acquisition of
Power Line Systems in January 2022, we used available cash and borrowings under
our Credit Facility (described below) to fund the transaction.

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On May 11, 2022, we announced that our board of directors approved the
Repurchase Program authorizing us to repurchase up to $200,000 of our Class B
Common Stock through June 30, 2024. The Repurchase Program is used to offset
dilution from the issuance of our Class B Common Stock under our stock­based
plans to enhance stockholder value. The shares proposed to be acquired in the
Repurchase Program may be repurchased from time to time in open market
transactions, through privately negotiated transactions, or by other means in
accordance with federal securities laws. We intend to fund repurchases from
available working capital and cash provided by operating activities. The timing,
as well as the number and value of shares repurchased under the Repurchase
Program, will be determined at our discretion and will depend on a variety of
factors, including management's assessment of the intrinsic value of our shares,
the market price of our Class B Common Stock, general market and economic
conditions, available liquidity, compliance with our debt and other agreements,
and applicable legal requirements. The exact number of shares to be repurchased
by us is not guaranteed, and the Repurchase Program may be suspended, modified,
or discontinued at any time without prior notice. For the six months ended
June 30, 2022, we repurchased 463,001 shares for $13,242.

Additionally, during the second quarter of 2022, we exercised our right to
require that certain equity awardees receive gross quantities of shares of our
Class B Common Stock, most meaningfully for the issuance of shares in connection
with our Executive Bonus Plan incentive compensation and distributions from the
DCP, and promptly reimburse to us the cash required for their tax withholding
amounts. Historically, these shares were issued on a net basis, holding back
shares in consideration of remitting withholding taxes on behalf of equity
awardees, thereby requiring us to remit cash for the tax withholdings.

Our cash and cash equivalent balances are concentrated in a few locations around
the world, with substantial amounts held outside of the U.S. As of June 30, 2022
and December 31, 2021, 87% and 48%, respectively, of our total cash and cash
equivalents were located outside of the U.S. During the three and six months
ended June 30, 2022, we repatriated $50,000 and $150,000, respectively, of
undistributed previously taxed earnings generated by our foreign subsidiaries to
the U.S. The repatriations were used to fund the acquisition of Power Line
Systems. We expect to meet our U.S. liquidity needs through ongoing cash flows
or external borrowings including available liquidity under the Credit Facility.
We regularly review our capital structure and consider a variety of potential
financing alternatives and planning strategies to ensure that we have the proper
liquidity available in the locations in which it is needed and to fund our
operations and growth investments with cash that has not been permanently
reinvested outside the U.S.

We believe that existing cash and cash equivalent balances, together with cash
generated from operations, and liquidity under the Credit Facility, will be
sufficient to meet our domestic and international working capital and capital
expenditure requirements through the next twelve months. However, our future
capital requirements may be materially different than those currently planned in
our budgeting and forecasting activities and depend on many factors, including
our strategy of regularly acquiring and integrating specialized infrastructure
engineering software businesses, our rate of revenue growth, the timing and
extent of spending on research and development, the expansion of our sales and
marketing activities, the timing of new product introductions, market acceptance
of our products, competitive factors, our discretionary payments of dividends or
repurchases of our Class B Common Stock, currency fluctuations, and overall
economic conditions, globally. To the extent that current and anticipated future
sources of liquidity are insufficient to fund our future business activities and
requirements, we may be required to seek additional equity or debt financing.
The sale of additional equity would result in additional dilution to our
stockholders, while the incurrence of debt financing, including convertible
debt, would result in debt service obligations. Such debt instruments also could
introduce covenants that might restrict our operations. We cannot provide
assurance that we could obtain additional financing on favorable terms or at
all.

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Cash and cash equivalents

We consider all highly liquid investments with an original maturity of three
months or less at the date of purchase to be cash equivalents. Our cash and cash
equivalents consisted of cash held in checking accounts and money market funds
maintained at various financial institutions. Our domestic and foreign holdings
of cash and cash equivalents are as follows:

                                                            June 30,      December 31,

                                                              2022            2021
  Cash and cash equivalents held domestically              $ 12,414      $     170,267
  Cash and cash equivalents held by foreign subsidiaries     80,997            159,070
  Total cash and cash equivalents                          $ 93,411      $     329,337


The amount of cash and cash equivalents held by foreign subsidiaries is subject
to translation adjustments caused by changes in foreign currency exchange rates
as of the end of each respective reporting period, the offset to which is
recorded in Accumulated other comprehensive loss on our consolidated balance
sheets.

Bank Credit Facility

We have an amended and restated Credit Agreement, which provides for an $850,000
senior secured revolving loan facility with a maturity date of November 15, 2025
and a $200,000 senior secured term loan as described further below (the "Credit
Facility").

Our $200,000 senior secured term loan has a maturity of November 15, 2025 (the
"2021 Term Loan"). The 2021 Term Loan requires principal repayment at the end of
each calendar quarter. Beginning with March 31, 2022 and ending with
December 31, 2023, we are required to repay $1,250 per quarter. Beginning with
March 31, 2024 and ending with the last such date prior to the maturity date, we
are required to repay $2,500 per quarter. We incurred $540 of debt issuance
costs related to the 2021 Term Loan. We used borrowings under the 2021 Term Loan
to pay down borrowings under the swingline sub­facility and revolving loan
facility under the Credit Facility.

In addition to the senior secured revolving loan facility, the Credit Facility
also provides up to $50,000 of letters of credit and other borrowings subject to
availability, including a $85,000 U.S. Dollar swingline sub­facility and a
$200,000 incremental "accordion" sub­facility. We had $150 of letters of credit
and surety bonds outstanding as of June 30, 2022 and December 31, 2021. As of
June 30, 2022 and December 31, 2021, we had $455,976 and $849,850, respectively,
available under the Credit Facility.

Borrowings under the Credit Facility are guaranteed by all of our first tier
domestic subsidiaries and are secured by a first priority security interest in
substantially all of our and the guarantors' U.S. assets and 65% of the stock of
their directly owned foreign subsidiaries. The Credit Facility contains both
affirmative and negative covenants, including maximum net leverage ratios. As of
June 30, 2022 and December 31, 2021, we were in compliance with all covenants in
our Credit Facility.

Interest rate risk associated with the Credit Facility is managed through an
interest rate swap which has a termination date of April 2, 2030. Under the
terms of the interest rate swap, we fixed our London Interbank Offered Rate
borrowing rate at 0.73% on a notional amount of $200,000. The interest rate swap
is not designated as a hedging instrument for accounting purposes. We account
for the interest rate swap as either an asset or a liability in the consolidated
balance sheets and carry the derivative at fair value. Gains and losses from the
change in fair value are recognized in Other income (expense), net in the
consolidated statements of operations. As of June 30, 2022 and December 31,
2021, we recorded a swap related asset at fair value of $29,607 and $10,117,
respectively, in Other assets in the consolidated balance sheets.

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The weighted average interest rate under the Credit Facility was 2.89% and 2.11%
for the three months ended June 30, 2022 and 2021, respectively, and 2.62% and
2.18% for the six months ended June 30, 2022 and 2021, respectively.

Senior Convertible Bonds

2027 Notes. On June 28, 2021, we completed a private offering of $575,000 of
0.375% convertible senior notes due 2027 (the "2027 Notes"). The 2027 Notes were
issued pursuant to an indenture, dated as of June 28, 2021, between the Company
and Wilmington Trust, National Association, as trustee (the "2027 Indenture").
Interest will accrue from June 28, 2021 and will be payable semi­annually in
arrears in cash on January 1 and July 1 of each year, with the first payment due
on January 1, 2022. The 2027 Notes will mature on July 1, 2027, unless earlier
converted, redeemed or repurchased. We incurred $15,065 of expenses in
connection with the 2027 Notes offering consisting of the payment of initial
purchasers' discounts and commissions, professional fees, and other expenses
("transaction costs"). We used $25,875 of the net proceeds from the sale of the
2027 Notes to pay the premiums of the capped call options described further
below, and $536,062 to repay outstanding indebtedness under the Credit Facility
and to pay related fees and expenses.

Prior to April 1, 2027, the 2027 Notes will be convertible at the option of the
holder only under the following circumstances: (1) during any calendar quarter
(and only during such quarter) commencing after the calendar quarter ending on
September 30, 2021, if the last reported sale price per share of our Class B
Common Stock exceeds 130% of the conversion price for each of at least
20 trading days, whether or not consecutive, during the 30 consecutive trading
days ending on, and including, the last trading day of the immediately preceding
calendar quarter; (2) during the five consecutive business days immediately
after any ten consecutive trading day period (such ten consecutive trading day
period, the "measurement period") in which the trading price per $1 principal
amount of 2027 Notes for each trading day of the measurement period was less
than 98% of the product of the last reported sale price per share of our Class B
Common Stock on such trading day and the conversion rate on such trading day;
(3) upon the occurrence of certain corporate events or distributions on our
Class B Common Stock, as described in the 2027 Indenture; and (4) if we call the
2027 Notes for redemption. On or after April 1, 2027 until 5:00 p.m., New York
City time, on the second scheduled trading day immediately before the maturity
date, the 2027 Notes will be convertible at the option of the holder at any
time.

We will settle conversions by paying or delivering, as applicable, cash, shares
of our Class B Common Stock or a combination of cash and shares of our Class B
Common Stock, at our election, based on the applicable conversion rate. The
initial conversion rate is 12.0153 shares of our Class B Common Stock per
$1 principal amount of 2027 Notes, which represents an initial conversion price
of approximately $83.23 per share, and is subject to adjustment as described in
the 2027 Indenture. If a "make-whole fundamental change" (as defined in the 2027
Indenture) occurs, then we will, in certain circumstances, increase the
conversion rate for a specified period of time.

We will have the option to redeem the 2027 Notes in whole or in part at any time
on or after July 5, 2024 and on or before the 40th scheduled trading day
immediately before the maturity date if the last reported sale price per share
of our Class B common stock exceeds 130% of the conversion price on (1) each of
at least 20 trading days, whether or not consecutive, during any 30 consecutive
trading days ending on, and including, the trading day immediately before the
date we send the related redemption notice; and (2) the trading day immediately
before the date we send such notice. The redemption price will be equal to the
principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.

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Upon a fundamental change (as defined in the 2027 Indenture), holders may,
subject to certain exceptions, require us to purchase their 2027 Notes in whole
or in part for cash at a price equal to the principal amount of the 2027 Notes
to be purchased, plus accrued and unpaid interest, if any, to, but excluding,
the fundamental change repurchase date (as defined in the 2027 Indenture). In
addition, upon a Make­Whole Fundamental Change (as defined in the 2027
Indenture), we will, under certain circumstances, increase the applicable
conversion rate for a holder that elects to convert its 2027 Notes in connection
with such Make­Whole Fundamental Change. No adjustment to the conversion rate
will be made if the stock price in such Make­Whole Fundamental Change is either
less than $61.65 per share or greater than $325.00 per share. We will not
increase the conversion rate to an amount that exceeds 16.2206 shares per $1
principal amount of 2027 Notes, subject to adjustment. The 2027 Indenture also
contains a customary merger covenant.

The 2027 Notes were accounted for as debt, with no bifurcation of the embedded
conversion feature. Transaction costs were recorded as a direct deduction from
the related debt liability in the consolidated balance sheet and are amortized
to interest expense over the term of the 2027 Notes. The effective interest rate
for the 2027 Notes is 0.864%.

From June 30, 2022none of the conditions of the 2027 Early Conversion Bonds have been met.

The 2027 Bonds contain both affirmative and negative commitments. From June 30, 2022we were in compliance with all covenants of the 2027 Notes.

Capped Call Options. In connection with the pricing of the 2027 Notes, we
entered into capped call options with certain of the initial purchasers or their
respective affiliates and certain other financial institutions. We incurred $50
of expenses in connection with the capped call options. The capped call options
are expected to reduce potential dilution to our Class B Common Stock upon any
conversion of 2027 Notes and/or offset any cash payments we are required to make
in excess of the principal amount of converted notes, as the case may be, with
such reduction and/or offset subject to a cap. The cap price of the capped call
options is initially $95.5575 per share, which represents a premium of 55% above
the last reported sale price per share of our Class B Common Stock on the Nasdaq
Global Select Market on June 23, 2021 and is subject to customary adjustments
under the terms of the capped call options.

The capped call options were entered into in conjunction with the issuance of
the 2027 Notes, however, they are legally separate agreements that can be
separately exercised, with the receipt of shares under the capped call options
having no effect on the 2027 Notes, and are legally detachable. As the capped
call options are both legally detachable and separately exercisable from the
2027 Notes, we account for the capped call options separately from the
2027 Notes. The capped call options are indexed to our own common stock and
classified in stockholders' equity. As such, the premiums paid for the capped
call options have been included as a net reduction to Additional paid-in capital
in the consolidated balance sheet.

2026 Notes. On January 26, 2021, we completed a private offering of $690,000 of
0.125% convertible senior notes due 2026 (the "2026 Notes"). The 2026 Notes were
issued pursuant to an indenture, dated as of January 26, 2021, between the
Company and Wilmington Trust, National Association, as trustee (the "2026
Indenture"). Interest will accrue from January 26, 2021 and will be payable
semi­annually in arrears in cash on January 15 and July 15 of each year, with
the first payment due on July 15, 2021. The 2026 Notes will mature on
January 15, 2026, unless earlier converted, redeemed or repurchased. We incurred
$18,055 of expenses in connection with the 2026 Notes offering consisting of
transaction costs. We used $25,530 of the net proceeds from the sale of the
2026 Notes to pay the premiums of the capped call options described further
below, and approximately $250,500 to repay outstanding indebtedness under the
Credit Facility and to pay related fees and expenses. We used the remainder of
the net proceeds from the sale of the 2026 Notes for general corporate purposes
and towards funding certain acquisitions, including Seequent.

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Prior to October 15, 2025, the 2026 Notes will be convertible at the option of
the holder only under the following circumstances: (1) during any calendar
quarter (and only during such quarter) commencing after the calendar quarter
ending on June 30, 2021, if the last reported sale price per share of our
Class B Common Stock exceeds 130% of the conversion price for each of at least
20 trading days, whether or not consecutive, during the 30 consecutive trading
days ending on, and including, the last trading day of the immediately preceding
calendar quarter; (2) during the five consecutive business days immediately
after any ten consecutive trading day period (such ten consecutive trading day
period, the "measurement period") in which the trading price per $1 principal
amount of 2026 Notes for each trading day of the measurement period was less
than 98% of the product of the last reported sale price per share of our Class B
Common Stock on such trading day and the conversion rate on such trading day;
(3) upon the occurrence of certain corporate events or distributions on our
Class B Common Stock, as described in the 2026 Indenture; and (4) if we call the
2026 Notes for redemption. On or after October 15, 2025 until 5:00 p.m., New
York City time, on the second scheduled trading day immediately before the
maturity date, the 2026 Notes will be convertible at the option of the holder at
any time.

We will settle conversions by paying or delivering, as applicable, cash, shares
of our Class B Common Stock or a combination of cash and shares of our Class B
Common Stock, at our election, based on the applicable conversion rate. The
initial conversion rate is 15.5925 shares of our Class B Common Stock per
$1 principal amount of 2026 Notes, which represents an initial conversion price
of approximately $64.13 per share, and is subject to adjustment as described in
the 2026 Indenture. If a "make-whole fundamental change" (as defined in the 2026
Indenture) occurs, then we will, in certain circumstances, increase the
conversion rate for a specified period of time.

We will have the option to redeem the 2026 Notes in whole or in part at any time
on or after January 20, 2024 and on or before the 40th scheduled trading day
immediately before the maturity date if the last reported sale price per share
of our Class B common stock exceeds 130% of the conversion price on (1) each of
at least 20 trading days, whether or not consecutive, during any 30 consecutive
trading days ending on, and including, the trading day immediately before the
date we send the related redemption notice; and (2) the trading day immediately
before the date we send such notice. The redemption price will be equal to the
principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid
interest, if any, to, but excluding, the redemption date.

Upon a fundamental change (as defined in the 2026 Indenture), holders may,
subject to certain exceptions, require us to purchase their 2026 Notes in whole
or in part for cash at a price equal to the principal amount of the 2026 Notes
to be purchased, plus accrued and unpaid interest, if any, to, but excluding,
the fundamental change repurchase date (as defined in the 2026 Indenture). In
addition, upon a Make­Whole Fundamental Change (as defined in the 2026
Indenture), we will, under certain circumstances, increase the applicable
conversion rate for a holder that elects to convert its 2026 Notes in connection
with such Make­Whole Fundamental Change. No adjustment to the conversion rate
will be made if the stock price in such Make­Whole Fundamental Change is either
less than $44.23 per share or greater than $210.00 per share. We will not
increase the conversion rate to an amount that exceeds 22.6090 shares per $1
principal amount of 2026 Notes, subject to adjustment. The 2026 Indenture also
contains a customary merger covenant.

The 2026 Notes were accounted for as debt, with no bifurcation of the embedded
conversion feature. Transaction costs were recorded as a direct deduction from
the related debt liability in the consolidated balance sheet and are amortized
to interest expense over the term of the 2026 Notes. The effective interest rate
for the 2026 Notes is 0.658%.

From June 30, 2022none of the conditions of the 2026 Early Conversion Bonds have been met.

The 2026 Bonds contain both affirmative and negative commitments. From June 30, 2022we were in compliance with all covenants of the 2026 Notes.

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Capped Call Options. In connection with the pricing of the 2026 Notes, we
entered into capped call options with certain of the initial purchasers or their
respective affiliates and certain other financial institutions. We incurred $150
of expenses in connection with the capped call options. The capped call options
are expected to reduce potential dilution to our Class B Common Stock upon any
conversion of 2026 Notes and/or offset any cash payments we are required to make
in excess of the principal amount of converted notes, as the case may be, with
such reduction and/or offset subject to a cap. The cap price of the capped call
options is initially $72.9795 per share, which represents a premium of 65% above
the last reported sale price per share of our Class B Common Stock on the Nasdaq
Global Select Market on January 21, 2021 and is subject to customary adjustments
under the terms of the capped call options.

The capped call options were entered into in conjunction with the issuance of
the 2026 Notes, however, they are legally separate agreements that can be
separately exercised, with the receipt of shares under the capped call options
having no effect on the 2026 Notes, and are legally detachable. As the capped
call options are both legally detachable and separately exercisable from the
2026 Notes, we account for the capped call options separately from the
2026 Notes. The capped call options are indexed to our own common stock and
classified in stockholders' equity. As such, the premiums paid for the capped
call options have been included as a net reduction to Additional paid-in capital
in the consolidated balance sheet.

Comparison of the six months ended June 30, 2022 and 2021

Our cash flow activities for the six months ended June 30, 2022 and 2021 consist
of the following:

                                                   Six Months Ended June 30,
                                                    2022                   2021
       Net Cash Provided By (Used In):
       Operating activities                $      168,730             $    149,022
       Investing activities                      (723,967)              (1,008,001)
       Financing activities                       325,773                  866,510


Operating activities

Net cash provided by operating activities was $168,730 for the six months ended
June 30, 2022. Compared to the same period in the prior year, net cash provided
by operating activities was higher by $19,708 due to a net increase in net cash
flows from the change in operating assets and liabilities of $18,515 and an
increase in net income of $9,428, partially offset by a net decrease in non­cash
adjustments of $8,235. The net increase in cash flows from the change in
operating assets and liabilities was primarily related to a decrease related to
tax prepayments, and an increase in accounts receivable due to revenue growth
and the timing of collections from accounts, partially offset by lower
incremental CSS deposits period over period.

For the six months ended June 30, 2021net cash provided by operating activities was $149,022 due to the net income of $102,633 increased by $35,649 non-cash adjustments and $10,740 changes in operating assets and liabilities.

Investing activities

Net cash used in investing activities was $723,967 for the six months ended
June 30, 2022 mainly due to $714,197 in acquisition-related payments, net of cash acquired, to complete two acquisitions.

For the six months ended June 30, 2021, net cash used in investing activities
was $1,008,001 primarily due to $1,002,551 in acquisition related payments, net
of cash acquired, to complete eight acquisitions.

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Fundraising activities

Net cash provided by financing activities was $325,773 for the six months ended
June 30, 2022 primarily due to an increase in net borrowings under the Credit
Facility of $391,374, partially offset by net payments for shares acquired of
$53,762, including shares repurchased under the Repurchase Program, and payments
of dividends of $17,163.

For the six months ended June 30, 2021, net cash provided by financing
activities was $866,510 primarily due to the net proceeds from the convertible
senior notes of $1,233,377, partially offset by a decrease in net borrowings
under the Credit Facility of $209,613, net payments for shares acquired of
$87,836, and the purchase of capped call options of $51,555.

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