UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): January 31, 2012

ASPEN TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

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

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

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

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

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

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

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

Item 2.02               Results of Operations and Financial Condition.

On January 31, 2012, we issued a press release announcing financial results for the second quarter of fiscal 2012, ended December 31, 2011. The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K.

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

Item 9.01               Financial Statements and Exhibits.

(d) Exhibits.

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

SIGNATURE

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

EXHIBIT INDEX

3

Exhibit 99.1

Contacts:

Aspen Technology Announces Financial Results for the Second Quarter

Fiscal 2012

Burlington, Mass. — January 31, 2012 — Aspen Technology, Inc. (NASDAQ: AZPN), a leading provider of software and services to the process industries, today announced financial results for its second quarter of fiscal 2012, ended December 31, 2011.

Mark Fusco, Chief Executive Officer of AspenTech, said, “We are pleased with the company’s execution during the second quarter.  While global economic conditions remain volatile, AspenTech delivered accelerated year-over-year growth in total license contract value for both the second quarter and first half of fiscal 2012 as compared to growth in the prior fiscal year periods.”  Fusco added, “We again met or exceeded our financial guidance across all key metrics for the second quarter, and we believe the company is well positioned to do the same relative to our full year objectives.”

Second Quarter Fiscal 2012 and Recent Business Highlights

·                 The license portion of total contract value was $1.36 billion for the second quarter of fiscal 2012, which increased 12.9% compared to the second quarter of fiscal 2011 and 4.1% sequentially.

·                 Total contract value was $1.54 billion for the second quarter of fiscal 2012, including the value of bundled maintenance, which increased 17.9% compared to the second quarter of fiscal 2011 and 5.2% sequentially.

·                 Annual spend, which the company defines as the annualized value of all term license and maintenance revenue contracts at the end of the quarter, was approximately $284 million at the end of the second quarter, representing an increase of approximately 12% on a year-over-year basis.

Summary of Second Quarter Fiscal Year 2012 Financial Results

AspenTech’s total revenue of $66.6 million increased 34% from $49.8 million in the second quarter of the prior year.

·                  Subscription and software revenue was $46.5 million in the second quarter of fiscal 2012, an increase from $25.3 million in the second quarter of fiscal 2011 and $31.9 million in the first quarter of fiscal 2012.

·                  Services & other revenue was $20.1 million in the second quarter of fiscal 2012, compared to $24.5 million in the second quarter of fiscal 2011 and $19.3 million in the first quarter of fiscal 2012.

For the quarter ended December 31, 2011, AspenTech reported income from operations of $7.0 million, compared to a loss from operations of $9.3 million for the quarter ended December 31, 2010.

Net income was $3.8 million for the quarter ended December 31, 2011, leading to net income per share of $0.04, compared to a net loss per share of $0.11 in the same period last fiscal year.

Non-GAAP income from operations, which adds back stock-based compensation expense and restructuring charges, was $10.1 million for the second quarter of fiscal 2012, compared to a non-GAAP loss from operations of $6.9 million in the same period last fiscal year.  Non-GAAP net income was $6.0 million, or $0.06 per share, for the second quarter of fiscal 2012, an improvement compared to a non-GAAP net loss of $8.0 million, or ($0.09) per share, in the same period last fiscal year.  A reconciliation of GAAP to non-GAAP results is included in the financial tables included in this press release.

Mark Sullivan, Chief Financial Officer of AspenTech, said “Revenue and profitability were well above our guidance for the second quarter due primarily to the timing of recognizing revenue associated with a few large contracts with longstanding customers.”  Sullivan added, “We continue to believe that growth in license total contract value and annual spend are more meaningful than reported revenue growth during the company’s multi-year revenue model transition, and free cash flow generation is more meaningful than GAAP profitability.  AspenTech delivered a strong performance across each of these areas during the second quarter, as well as for the first half of fiscal 2012.”

AspenTech had a cash balance of $143.3 million at December 31, 2011, a decrease of $2.1 million from the end of the prior quarter.  The company generated $23.0 million in cash flow from operations and $22.3 million in free cash flow after taking into consideration $0.7 million in capital expenditures and capitalized software.  During the quarter, the company also used $11.1 million in cash to repurchase shares of common stock, and it reduced secured borrowings by $14.6 million.

Use of Non-GAAP Financial Measures

This press release contains “non-GAAP financial measures” under the rules of the U.S. Securities and Exchange Commission. Non-GAAP financial measures are not based on a comprehensive set of accounting rules or principles. This non-GAAP information supplements, and is not intended to represent a measure of performance in accordance with, disclosures required by generally accepted accounting principles, or GAAP.  Non-GAAP financial measures should be considered in addition to, not as a substitute for or superior to, financial measures determined in accordance with GAAP.  A reconciliation of GAAP to non-GAAP results is included in the financial tables included in this press release.

Management considers both GAAP and non-GAAP financial results in managing AspenTech’s business.  As the result of adoption of new licensing models, management believes that, for the next few years, a number of AspenTech’s performance indicators based on GAAP, including revenue, gross profit, operating income (loss) and net income (loss), will be of limited value in assessing AspenTech’s performance, growth and financial condition. Accordingly, management instead is focusing on certain non-GAAP and other business metrics, including the non-GAAP metrics set forth in this press release, to track AspenTech’s business performance. None of these non-GAAP metrics should be considered as an alternative to any measure of financial performance calculated in accordance with GAAP.

Conference Call and Webcast

AspenTech will host a conference call and webcast today, January 31, 2012, at 4:30 p.m. (Eastern Time), to discuss the company’s financial results for the second quarter fiscal 2012 as well as the company’s business outlook.  The live dial-in number is (877) 245-0126, conference ID code 46505886. Interested parties may also listen to a live webcast of the call by logging on to the Investor Relations section of AspenTech’s website, http://www.aspentech.com/corporate/investor.cfm, and clicking on the “webcast” link. A replay of the call will be archived on AspenTech’s website and will also be available via telephone at (855) 859-2056 or (404) 537-3406, conference ID code 46505886, through February 7, 2012.

About AspenTech

AspenTech is a leading global provider of mission-critical process optimization software solutions, which are designed to manage and optimize plant and process design, operational performance, and supply chain planning. AspenTech’s aspenONE® software and related services have been developed specifically for companies in the process industries, including energy, chemicals, pharmaceuticals, and engineering and construction. Customers use AspenTech’s solutions to improve their competitiveness and profitability by increasing throughput and productivity, reducing operating costs, enhancing capital efficiency, and decreasing working capital requirements. To see how the world’s leading process manufacturers rely on AspenTech to achieve their operational excellence goals, visit www.aspentech.com.

© 2012 Aspen Technology, Inc. AspenTech, aspenONE and the Aspen leaf logo are trademarks of Aspen Technology, Inc. All rights reserved.  All other trademarks are property of their respective owners.

Forward-Looking Statements

The second paragraph of this press release contains forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  Actual results may vary significantly from AspenTech’s expectations based on a number of risks and uncertainties, including, without limitation: demand for, or usage of, our aspenONE software declines for any reason; AspenTech’s failure to realize the anticipated financial (including cash flow) and operational benefits of the aspenONE subscription offering; unforeseen difficulties or uncertainties in the application of accounting standards; weaknesses in AspenTech’s internal controls; and other risk factors described from time to time in AspenTech’s periodic reports filed with the Securities and Exchange Commission.

AspenTech cannot guarantee any future results, levels of activity, performance, or achievements. AspenTech expressly disclaims any current intention to update forward-looking statements after the date of this press release.

Source: Aspen Technology, Inc.

ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited and in thousands, except per share data)

ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited and in thousands, except share data)

ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited and in thousands)

ASPEN TECHNOLOGY, INC. AND SUBSIDIARIES

GAAP Results Reconciled to Non-GAAP Results

The following table reflects selected Aspen Technology GAAP results reconciled to non-GAAP results.

(Unaudited and in thousands, except per share data)

(a) GAAP total expenses

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

(c) The income tax effect on Non-GAAP items is calculated utilizing our estimated effective tax rate. During the three and six months ended December 31, 2010, we had a U.S. valuation allowance in place which resulted in a minimal income tax adjustment.