© 2015 Bentley Systems, Incorporated. The 2014 Annual Report is published by Bentley Systems, Incorporated, 685 Stockton Drive, Exton, PA, USA 19341. Bentley, the “B” Bentley logo, Be, Bentley CONNECT, Descartes, Bentley LEARN, Bentley LEARNservices, Bentley MANAGEservices, Bentley Professional Services, Bentley Map, Bentley Navigator, Bentley SELECT, Bentley SELECT Open Access, Bentley Rail Track, Navigator Mobile, InspectTech, InspectTech Collector Mobile, AECOsim, AECOsim Building Designer, AutoPIPE, AutoPLANT, Pointools, CivilStorm, ConstructSim, eB, eB Information Manager, GenerativeComponents, Geo Web Publisher, GEOPAK, gINT, InRoads, LEAP, MAXSURF, MOSES, MicroStation, MXROAD, Optram, RM Bridge, ProjectWise, ProjectWise Construction Work Package Server, ProjectWise Integration Server, SpecWave Composer, Promis.e, ProSteel, ProStructures, Hevacomp, RAM, SELECT, SELECTserver, SewerGEMS, speedikon, STAAD, SUPERLOAD, SpecWave, WaterGEMS, Raceway and Cable Management, topoGRAPH, Exor, SACS, Bentley Fiber, Bentley Coax, SITEOPS, AssetWise APM, EADOC, Acute3D, MX, Hevacomp, gINT, FORMSYS, Amulet, MineCycle, Open Utilities, Subsurface Utilities Engineering, Bentley Inside Plant, and ProjectWise Essentials are either registered or unregistered trademarks or service marks of Bentley Systems, Incorporated, or one of its direct or indirect wholly owned subsidiaries. Other brands and product names are trademarks of their respective owners.

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Bentley’s mission is to provide innovative software and services for the enterprises and professionals who design, build, and operate the world’s infrastructure – sustaining the global economy and environment for improved quality of life.

Better Performing Projectsthrough Breadth ofInformation Mobility

Advan

cemen

t

Better Performing Assetsthrough Depth ofInformation Modeling

BIM

CollaborationProjectWise

INTELLIGENT INFRASTRUCTURE

INFORMATION MODELING

INTE

GRAT

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RO

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C O M M O N DATA E N V I RO N M E N T

OperationsAssetWise

Common Asset Performance

Environment

ApplicationsMicroStation

Common Modeling

Environment

Common Project Performance

Environment

2014 ANNUAL REPORT AND INFRASTRUCTURE YEARBOOK Extraordinary Bentley user projects from around the globe, including those highlighted in this annual report, are presented in the 2014 Infrastructure Yearbook – Bentley’s showcase of infrastructure projects nominated for the Be Inspired Awards program. To download mobile versions of the yearbook and annual report, which contain additional feature content, visit your app store.

Bentley’s 2014 Annual Report I 1

TABLE OF CONTENTS

FROM THE CEO: Our Cumulative Advancements

As this 2014 Annual Report goes to press, we are beginning our “Introduction” events for the CONNECT Edition – the first Common Environment for Comprehensive Project Delivery – anchored by the Introductory Access Program for MicroStation CONNECT Edition.

That emphasis on the foundation for our common modeling environment is an apt reminder that Bentley Systems’ unique capability to support fully Comprehensive Project Delivery is the result of our 30 years of CUMULATIVE (“BIM”) advances. This annual report, on the occasion of this anniversary and milestone, reinforces the importance of these continually expanding advancements for:

• Better performing assets through increasing depth of Information Modeling, and

• Better performing projects through increasing breadth of Information Mobility.

To start, we advanced MicroStation into our ever-growing information modeling applications portfolio, serving and spanning all infrastructure disciplines in design modeling.

Advancing from visualization into visibility, we next added analytical modeling for simulation of behaviors, to “optioneer” infrastructure improvements. Our new SITEOPS acquisition shows the way forward.

Importantly, we prioritize making it possible for this design work to be sustained and referenced within overlaid construction modeling workflows, including workface planning and advanced work packaging.

Our reality modeling breakthrough (led by our new Acute3D acquisition) can now perfect the alignment of

the “virtual” with the physical context, continuously throughout the project and asset lifecycle.

ProjectWise CONNECT Edition completes the reach of collaboration services, as the common performance environment for comprehensive project delivery. (Our new EADOC acquisition extends our MANAGEservices for construction managers.)

A common data environment for engineering content management connects ProjectWise with AssetWise for infrastructure owners. Our new acquisition of Amulet – for industrial-scale predictive analytics – advances AssetWise APM from reliability-centered maintenance and risk-based inspection to asset performance modeling. Uniquely, we can now federate information technology with operational technologies, for decision support leveraging engineering content within environmental and economic contexts.

Advancing, accordingly and CUMULATIVELY, from information modeling, via integrated projects, for sake of intelligent infrastructure, has been a very worthy undertaking for Bentley Systems. I commend our 3,200+ colleagues globally for accomplishing these advancements, and for embracing the promising future now possible as a result.

Above all, may I express our appreciation to our software users for their continued confidence in Bentley Systems’ advancements, as their infrastructure work, in turn, advances the quality of life throughout the world.

Greg BentleyCEO, Bentley Systems

From the CEO 1

Performance Highlights 2

Market Research 3

Bentley Systems’ Advancement 4

The CONNECT Edition 12

Bentley’s Project Playbooks 14

Acquisitions 16

Emerging Pacesetters 18

New Offerings 19

Commercial Advancement 20

Bentley SELECT Open Access

Bentley MANAGEservices

Learning Advancement 22

Bentley’s Colleague Advantage 23

The Year in Infrastructure 2014 Conference 24

Corporate Responsibility 26

• Historical revenue grew 7% (in constant currency), with 7% organic revenue growth

• Revenue growth led by Middle East and Africa, Southeast Asia, Greater China, and India

• Subscriptions revenue (as % of total) grew to 76%

• The number of Enterprise License Subscriptions grew to 285 accounts, contributing 26% of revenue

• Subscription revenue retention exceeded 97%

• Operating cash flow continues to exceed $100 million annually

• Since 2008, over $1 billion invested in R&D and acquisitions

2

HISTORICAL REVENUE*

‘10 ‘11 ‘12 ‘13 ‘14

MIL

LION

S US

D

GROWTH RATE AT CONSTANT CURRENCY

8%

7%

8%7%

$625

700

600

500

400

300

200

100

0‘10 ‘11 ‘12 ‘13 ‘14

MIL

LION

S US

D

SUBSCRIPTIONS REVENUE

100%

90%

80%

70%

60%

50%

40%

30%

20%

10%

0%

SUBSCRIPTIONS REVENUE % OF REVENUE

700

600

500

400

300

200

100

0

R&D R&D AS % OF REVENUE

‘10 ‘11 ‘12 ‘13 ‘14

100%

90%

80%

70%

60%

50%

40%

30%

20%

10%

0%

R&D INVESTMENT

MIL

LION

S US

D

700

600

500

400

300

200

100

0 AMERICASASIA EUROPE, MIDDLE EAST, AFRICA

REVENUE COLLEAGUES

19%

44%

37%

8051,379

1,052

PERFORMANCE HIGHLIGHTS

*Historical revenues are unaudited and presented on a basis that consistently records subscriptions ratably, licenses as booked, and services as delivered.

Bentley’s 2014 Annual Report I 3

Bentley Infrastructure 500 Top Owners

Bentley Infrastructure 50 Top Owners

www.arcweb.com

A ranking of the world’s top owners of infrastructure published annuallywww.bentley.com/500

Bentley Infrastructure 500

AssetWise

45283

20102

50531

45283

20102

50531

Intelligent Infrastructure Bentley’s AssetWise subscribers among Bentley Infrastructure 500 Top Owners

ProjectWise

Combining ENR’s Top 641 Design Firms*

ENR Top 50 Design Firms

45283

20102

50531

45283

20102

50531

Integrated Projects Bentley’s ProjectWise subscribers among ENR Top Design Firms

45283

20102

50531

45283

20102

50531

Information ModelingBentley’s MicroStation applications subscribers among ENR Top Design Firms* Combined 2014 ENR Top 500 Design Firms and ENR Top 150 Global Design Firms, with duplicates removed

Combining ENR’s Top 641 Design Firms*

ENR Top 50 Design Firms

MicroStation

MARKET RESEARCH

ARC Research Study as reported October 12, 2014 “Geographic Information Systems”

Software as a Service1#

ARC Advisory Group Market Research Study* as reported September 28, 2014 “Engineering Design Tools for Plants and Infrastructure”

Electric Power Generation

Electric Power Transmission, Distribution & Communications

Mining and Metals

Water Distribution and Wastewater Collection

For EPC (Engineering, Procurement, and Construction) and AEC (Architecture, Engineering, and Construction)

Software on Demand

Software as a Service

1#

1#

1# 1#1#

1#1#

*Market share analysis

4

PseudoStation

Exclusively Distributed by Intergraph

MicroStation

1984 1985 1986 1987

THE EARLY YEARS

Bentley Systems had its beginnings in software written by Keith Bentley in the early 1980s while working as a young engineer for E.I. DuPont in Delaware, U.S.A. Keith created software to connect inexpensive graphics terminals to the company’s minicomputers, for visualizing engineering drawings and models. His software was a huge success and became widely used within the company.

In 1983, Keith left DuPont to join a California software company founded by his brother Barry. When he left DuPont, Keith negotiated the right to sell his software independently. In 1984, Keith and Barry founded Bentley Systems. The next year they moved the new company to Philadelphia, Pa., where they recruited brothers Ray and Scott, plus a handful of other young engineers. In 1986, Bentley Systems began developing its flagship product, MicroStation, a stand-alone computer-aided design (CAD) system that would become the backbone of many of the world’s leading solutions for infrastructure design and engineering. In 1991, brother Greg Bentley joined the company to head up business development.

From 1987 through 1994, Bentley Systems was largely a software development company operating under an exclusive third-party distribution arrangement. When that agreement ended in 1995, Bentley Systems increased its staff from 80 to 200 in a single year and began the process of establishing a global network of sales operations and third-party developers.

COMMERCIAL

GEOGRAPHY

PLATFORM

BENTLEY SYSTEMS’ ADVANCEMENT

Bentley Systems, Incorporated (BSI) Finland Oy Bentley Systems Netherlands BV

MicroStation Development Language (MDL) MicroStation V4 MicroStation V5

Comprehensive Support ProgramThird-party Developer Network

1988 1989 1990 1991 1992

1984 1992

“Our mission is about helping our users succeed in meeting the toughest engineering challenges anywhere in the world. The knowledge that we play a part in helping them deliver the innovative infrastructure that improves the quality of life for people everywhere, continues to motivate us every day.”

– Keith Bentley, Bentley Systems Founder and Chief Technology Officer

Bentley’s 2014 Annual Report I 5

Barry, Keith, Ray, and Scott Bentley with Bentley Systems team in 1986.

BENTLEY SYSTEMS’ ADVANCEMENT

6

COMMERCIAL

GEOGRAPHY

PLATFORM MicroStation 95

BSI Australia, Inc.BSI (UK) Ltd.BSI Germany GmbHBSI Scandinavia A/S, Denmark Inc.BSI Ibérica, S.A., Spain Inc.

BSI France Sarl BSI CanadaBSI (Malaysia) Sdn. BhdBSI CR s.r.o., Czech Republic Inc.

BSI Hong Kong Ltd. BSI Co. Ltd., Japan Inc.BSI Europe B.V. (Dubai Branch)BSI Italia Srl

MicroStation SE

PORTFOLIO

1993 1994 1995 1996 1997

SUBSCRIPTION INNOVATIONS

Early in 1991, Bentley introduced a maintenance and support offering called Comprehensive Support Program that would lay the groundwork for its innovative subscription-based business model. Bentley’s SELECT subscription provides its users with the software they need to meet ever-changing project requirements in a highly flexible and cost-effective manner. The Enterprise License Subscription and SELECT Open Access subscription have become the benchmark for “software at your service” in the Architecture, Engineering, Construction, and Owner-operator (AECO) market. They provide individuals and enterprises with unlimited access to Bentley’s comprehensive software portfolio, and subscribers only pay for software used, without the up-front expense of a license purchase.

PROJECTWISE : THE WORKHORSE FOR WORK SHARING

As widely distributed infrastructure project teams became the norm in the 1990s, virtualization of talent, streamlined and secure collaboration, and comprehensive engineering content management became priorities among AECO organizations. Bentley’s ProjectWise, introduced in 1998, was designed to meet all these requirements and has become the “gold standard” for AECO collaboration worldwide. ProjectWise, in conjunction with mobile apps available to every Passport user, increases the breadth of information mobility across the infrastructure lifecycle, improving project performance. Today, ProjectWise serves 283 of the ENR Top Design Firms.

SELECT Subscription

BSI Hong Kong Ltd. BSI Co. Ltd., Japan Inc.BSI Europe B.V. (Dubai Branch)BSI Italia Srl

BSI Korea Inc.BSI Singapore Pte.BSI Switzerland AG BSI de Mexico SA de CV

BSI Brasil Ltda.BSI Sweden ABBSI Hungary BSI (New Zealand) Limited

BSI India Private Limited BSI Polska sp. zo.o., Poland Inc.

MicroStation J ProjectWise MicroStation V8 ProjectWise V8

Enterprise License Subscription

InRoads GEOPAK MXAutoPLANT

1998 1999 20032000 2001 2002

1993 2003

Bentley’s 2014 Annual Report I 7

INFO

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INFORMATION MOBILITY

DESIGN

VISUALIZATION Design Modeling

DESIGN MODELING

To advance its users beyond computer-aided design (CAD) and empower them to create intelligent infrastructure, Bentley began to add discipline-specific Design Modeling applications to its portfolio in 2000. Initial additions included InRoads, GEOPAK, and MX for road, rail, and site design and AutoPLANT for process plant design. Subsequent acquisitions extended Bentley’s application offerings across all disciplines for the Design Modeling of virtually every infrastructure asset.

For example, in bridge design, Design Modeling enables the engineer to create a 3D model of the bridge for engineering alignment and visualization.

8

Bentley LEARN

MicroStation V8 2004 MicroStation V8 XM

BSI Unipessoal, Lda., Portugal Inc. BSI Russia BSI Solutions Philippines, Inc. BSI Lithuania

Haestad AXSYS RAM ProSteelspeedikonOptramSTAAD

2004 2005

BENTLEY SYSTEMS’ ADVANCEMENT

ANALYTICAL MODELING

Bentley’s advancement into Analytical Modeling applications, which simulate a design model’s behavior under various physical conditions and enable optioneering, began in 2004. The next five years would bring to Bentley’s portfolio the Haestad products for hydrology and hydraulic design and analysis; RAM, STAAD, and ProSteel for structural engineering and analysis; RM Bridge for design and structural analysis of bridges; and Hevacomp building energy analysis software. More recent additions include SACS and MOSES for offshore structural engineering and analysis.

For example, in bridge design, Analytical Modeling enables engineers to simulate bridge structural behavior during construction and under the loading of traffic, wind, and water.

COMMERCIAL

GEOGRAPHY

PLATFORM

PORTFOLIO

“Based on my observations from the early days of CAD some 30 years ago to now, Bentley has always led the way in helping infrastructure professionals and their projects be more successful through innovations focused on greater user advantage. Our users here in California are enthusiastically anticipating the CONNECT Edition as Bentley leads the way for the next 30 years.”

– Tom Lazear, Chairman of Archway Systems and 2012 recipient of the Bentley Institute Lifetime Achievement Award

BSI Austria GmBHBSI Pakistan (Pvt.) LimitedBSI Yazılım Çözümleri Ltd. Şti. (Turkey)BSI Norway BSI Romania S.R.L.

ProjectWise V8iMicroStation V8i

PlantWise SUPERLOAD RM Bridge LEAP Bridge HevacompPromis.e

ConstructSim

20082006 2007

2004 2008

Bentley’s 2014 Annual Report I 9

Bentley’s acquisition in 2008 of ConstructSim for workface planning was its first major advancement into Construction Modeling, which overlays the design modeling with construction sequencing, craft assignments, and materials procurement status. With the release of ProjectWise Construction Work Package Server in 2014, Bentley’s offering extended to comprehensive work packaging, bringing unprecedented visibility into the path of construction –improving project performance, reliability, and safety.

CONSTRUCTION MODELING

For example, in bridge project delivery, Construction Modeling facilitates erection sequencing, offsite fabrication, formwork, and the management of materials.

INFO

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MOD

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INFORMATION MOBILITY

DESIGN

VISUALIZATION

CONSTRUCTION

SIMULATION

Construction Modeling

Design Modeling

Analytical Modeling

10

COMMERCIAL

GEOGRAPHY

PLATFORM

Portfolio Balancing

Navigator AssetWise

BSI Jordan BSI Saudi Arabia

PORTFOLIO BridgeMaster gINT Exor SACSeB

2009 2010 2011

REALITY MODELING

The 2011 acquisition of Pointools software for processing and editing point clouds (3D models of existing conditions captured with laser scanners) and the 2015 acquisition of Acute3D and its software that creates 3D representations from digital photography, set the stage for Reality Modeling. Now point clouds and Acute3D “reality meshes” can be directly referenced in Bentley applications, providing real-world context for design, engineering, construction, and operations – enabling “surveying,” (for instance from UAVs) to be effectively continuous.

“Advanced analytics helps break down the barriers between operational technology and information technology, facilitating more effective decision making. The acquisition of C3global (Amulet) by Bentley Systems is a leading indicator of industrial-scale progress being made to help organizations optimize asset performance and achieve business goals.”

– Paula Hollywood, Senior Analyst, ARC Advisory Group

For example, in bridge construction and operations, Reality Modeling can capture a 3D model of an existing bridge or one under construction to highlight conditions and changes.

BENTLEY SYSTEMS’ ADVANCEMENT

MANAGEservices SELECT Open Access

BSI Chile

ElcoIvara

InspectTechSpecWave

MicroprotoltopoGRAPH

MOSESAcute3D

EADOCSITEOPS Amulet

FormSysPointools

2015201420132012

ASSET PERFORMANCE MODELING

With the acquisition of Exor and Enterprise Informatics (eB ) in 2010, Bentley launched its AssetWise initiative, supporting solutions to improve asset performance. The acquisition of Ivara (now AssetWise APM ) integrated OPEX and CAPEX. The addition of Amulet extended asset performance management to Asset Performance Modeling, enabling operational decision support with input from performance and maintenance history and condition sensors, applying predictive and prescriptive analytics to improve safety and throughput.

The CONNECT Edition

Bentley’s 2014 Annual Report I 11

INFO

RMAT

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MOD

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INFORMATION MOBILITY

DESIGN

VISUALIZATION

CONSTRUCTION

SIMULATION

OPERATIONS

REACTION

Reality M

odeling

Design Modeling

Construction Modeling

Analytical Modeling

Asset Performance Modeling

For example, in bridge operations, Asset Performance Modeling can leverage data from sensors monitoring stresses on the bridge to prioritize maintenance and improve safety.

2009 2015

12

THE CONNECT EDITION

ApplicationsMicroStation

CollaborationProjectWise

OperationsAssetWise

INTELLIGENT INFRASTRUCTURE

INFORMATION MODELING

INTE

GRAT

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RO

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C O M M O N DATA E N V I RO N M E N T

Engineering Content Management

Catalog Services

Reality Modeling

i-models

Mobile App

Azure Cloud

Being introduced in 2015, the CONNECT Edition represents Bentley’s next generation of infrastructure engineering software, providing a purposefully connected environment to improve the performance of infrastructure projects and assets from design through construction and operations. Leveraging the reach and computing power of the Microsoft Azure cloud, and supporting a hybrid environment that includes on-premise servers, desktop applications, and mobile apps, the CONNECT Edition completes the reach of information mobility for advancing infrastructure.

• Application users benefit from a personalized experience with software, learning paths, and content tailored to their respective roles and direct connections to other users and Bentley colleagues.

• Project teams leverage a collaborative framework to manage all project work and to unify participants across all stages of project delivery.

• Enterprises gain visibility across their portfolio of projects, and better manage the work of their connected project participants.

PROJECT PLAYBOOKS AND PERSONAL PLAYLISTSOn every infrastructure project, a unique combination of software applications, apps, and services – the Project Playbook – is recommended for advancing project quality. Each member of the project team will use a fit-for-purpose subset of the Playbook – a Personal Playlist – to support his or her individual work in a specific discipline or project role.

Project managers will be able to quickly provision Playlists for each team member through cloud-based services. The use of Project Playbooks and Personal Playlists accelerates project start-up times and improves project performance and delivery.

CONNECT Edition

THE COMMON ENVIRONMENT for COMPREHENSIVE PROJECT DELIVERYThe CONNECT Edition establishes a common environment to comprehensively support the delivery of infrastructure projects. The Common Environment unifies work across the entire project ecosystem and over the full lifecycle of the project. The result is improved performance, with infrastructure projects being delivered on time, on budget, and with less risk.

Common Modeling Environment

The Common Modeling Environment provides individual contributors in multi-discipline project teams with the fit-for-purpose tools they need to do their work and enables:

• cross-discipline coordination and integration in a single environment and file format;

• a Documentation Center for consistent layout, coordination, and publication of project documentation;

• common catalogs of functional components that can be used across disciplines and projects; and

• optioneering to explore benefits and trade-offs across various configurations and among different disciplines.

Common Performance Environment

The Common Performance Environment empowers teams to extend beyond design integration to comprehensive project delivery, enabling:

• modeling to progress seamlessly from conception through design and into construction;

• a collaborative framework to enable project teams and joint ventures, both inside and outside the firewall, to work more productively, reduce errors, and deliver their best work; and

• users, teams, and owners to make better decisions with immediate feedback via dashboard apps providing visibility into project performance.

Common Data Environment

The Common Data Environment, leveraging the same DGN file format for V8i and the CONNECT Edition, ensures the integrity of project information over the project lifecycle and across an accumulating portfolio of projects, empowering:

• users to access catalogs, standards, and other critical information needed to start and conduct modeling work;

• project teams to bring discipline and consistency to the creation, distribution, and management of critical engineering content, while gaining visibility into the impact of change within a project; and

• enterprises to ensure the application of consistent standards and processes across a diverse portfolio of projects involving distributed multi-discipline teams.

Bentley’s 2014 Annual Report I 13

2015

CONNECT Edition

“Bentley is one of a very select few companies with direct connections to Microsoft product engineers and developers, with specific influence on product strategy and development. Among all engineering and design

solution providers, Bentley represents Microsoft’s largest and most strategic cloud partner.”

– David Epp, Director, Global Alliances, Manufacturing & Resources Sector, Microsoft Corporation

CAMPUSES• Bentley Map• AECOsim • Descartes• RAM• STAAD• GEOPAK• InRoads• MXROAD• gINT• SITEOPS

CONSTRUCTION• Navigator• ConstructSim• PW Construction

Work Package Server• ProStructures• Field Supervisor App• AECOsim• Descartes• InRoads

BUILDINGS• AECOsim• RAM• STAAD• ProStructures• Hevacomp• speedikon• gINT• Subsurface Utilities

Engineering• SITEOPS

RAIL & TRANSIT• Bentley Rail Track• Optram• GEOPAK• InRoads• MXROAD• RM Bridge• LEAP Bridge Steel• gINT• Promis.e

ROADS• InRoads• GEOPAK• MXROAD• LEAP Bridge

Steel• RM Bridge• gINT• InspectTech• SUPERLOAD• Exor• Descartes• SITEOPS

MINING• MineCycle• OpenPlant• AssetWise APM• Amulet• STAAD • Promis.e• Bentley Map• Descartes• Acute3D• InRoads• GEOPAK• gINT

• OpenUtilities• Substation• WaterGEMS• SewerGEMS• STAAD• Descartes• AssetWise APM• Amulet• Acute3D

UTILITY NETWORKS

• WaterGEMS• SewerGEMS• OpenPlant• AutoPLANT• STAAD• RAM• OpenPlant

Support Engineering

• gINT• OpenUtilities• Subsurface

Utilities Engineering

WATER & WASTEWATER

New Products

BENTLEY’S PROJECT PLAYBOOKS

BENTLEY’S COMMON PLATFORM: MICROSTATION I PROJECTWISE I ASSETWISE

NAVIGATOR I MOBILE APPS: Bentley Map Mobile I ProjectWise WorkSite I Field Supervisor I Navigator Mobile I InspectTech Collector Mobile I ProjectWise Explorer Mobile I ...

CITIES• Bentley Map• Descartes• InRoads• AECOsim• GEOPAK• Subsurface

Utilities Engineering

• SITEOPS• Acute3D

BRIDGES• RM Bridge• LEAP Bridge

Steel• InspectTech• SUPERLOAD• GEOPAK• InRoads• MXROAD• gINT• ProStructures

WIND FARMS• SACS• MOSES• MAXSURF• ProSteel• OpenPlant• gINT• AssetWise APM• Amulet• Acute3D

POWER PLANTS• OpenPlant• AutoPLANT• AutoPIPE• Promis.e• STAAD• ProStructures• OpenPlant

Support Engineering

• AECOsim• AssetWise APM• gINT• Descartes• Acute3D• GEOPAK• InRoads• Amulet

PROCESS PLANTS• OpenPlant• AutoPLANT• AutoPIPE• OpenPlant Support

Engineering• Promis.e• ProStructures• STAAD• AssetWise APM• Amulet• gINT• GEOPAK• InRoads• SITEOPS• Acute3D

• OpenUtilities• WaterGEMS• SewerGEMS• Exor• GEOPAK• InRoads• MXROAD• gINT• Subsurface

Utilities Engineering

SUBSURFACE UTILITIES

• AutoPIPE• OpenPlant• STAAD• AssetWise APM• Acute3D

NUCLEAR POWER

• SACS• MOSES• MAXSURF• AutoPIPE• ProSteel• ConstructSim• OpenPlant• AssetWise APM• Acute3D• Amulet

OFFSHORE STRUCTURES

• OpenUtilities• Bentley Fiber• Bentley Coax• Bentley Map Mobile• Bentley Inside Plant

COMMUNICATIONS NETWORKS

Bentley’s 2014 Annual Report I 15

BENTLEY’S COMMON PLATFORM: MICROSTATION I PROJECTWISE I ASSETWISE

Bentley Map Mobile I ProjectWise WorkSite I Field Supervisor I Navigator Mobile I InspectTech Collector Mobile I ProjectWise Explorer Mobile I ...

1616

SITEOPSIn August 2014 Bentley acquired Charlotte, N.C.-based BLUERIDGE Analytics, Inc., provider of SITEOPS – breakthrough site design optimization “software at your service.” SITEOPS uses cloud-based computing techniques to empower site development professionals to move beyond engineering to optioneering, which enables the exploration of engineering alternatives and their costs. This substantially improves the choices considered for any site development, including commercial, industrial, institutional, campus, and residential projects.

C3GLOBAL AND ITS AMULET OPERATIONAL ANALYTICSIn December 2014 Bentley acquired U.K.-based C3global, provider of Web-based Amulet software for operational analytics. Bentley’s AssetWise platform, which serves configuration management, asset health monitoring, inspection, maintenance, and compliance for infrastructure assets, can now deliver additional actionable insights as asset performance management is extended, through AssetWise Amulet, for Asset Performance Modeling. AssetWise Amulet offers unique value in applying predictive and prescriptive analytics that are easily configurable at industrial scale to leverage “right-time” data for improved operational efficiencies.

Illustration depicting the use of Amulet at SA Water that was included in their submission to the 2015 Global Water Awards, resulting in their winning the top prize for “Water Performance Initiative of the Year.”

ACQUISITIONS

Bentley’s 2014 Annual Report I 17

ACUTE3DIn February 2015 Bentley acquired France-based Acute3D, provider of software for Reality Modeling. Through Reality Modeling, observations of existing conditions are processed into representations for contextual alignment within Design Modeling and Construction Modeling environments. Acute3D software automates the generation of high-resolution, fully 3D representations from digital photographs taken with any camera, whether highly specialized or embedded in a smartphone. As a result, Reality Modeling is now within the reach of every infrastructure professional. Acute3D functionality is being incorporated throughout Bentley’s platform and application portfolio, enhancing information mobility throughout the infrastructure asset lifecycle.

EADOCIn March 2015 Bentley acquired the business of Oakland, Calif.-based EADOC, LLC, provider of construction management cloud services. This new MANAGEservices offering helps construction managers at engineering/construction management firms and infrastructure owner organizations with capital projects to easily reduce risk and staff hours, improve information quality, and provide owners with real-time visibility into costs. EADOC empowers facility owners to increase ROI through faster project completions, easily monitor project financial performance, and to maintain detailed construction records without administrative staff.

INFRASTRUCTURE YEARBOOK2014 I Page 34

Morphosis Architects Los Angeles, California, United StatesEmerson College Los Angeles

1818

Bentley’s “Emerging Pacesetters” empower multi-discipline project teams to advance BIM to the next level through increased depth of information modeling and breadth of information mobility. Each leverages Bentley’s common platform to facilitate optioneering and project delivery.

EMERGING PACESETTERS

INFRASTRUCTURE YEARBOOK2014 I Page 132

Well-Connected Alliance I Auckland, New ZealandThe Waterview Connection

MWH I Edinburgh, United KingdomSeafield Wastewater Treatment Works Thermal Hydrolysis Plant

INFRASTRUCTURE YEARBOOK2014 I Page 188

For architectural design and multi-discipline engineering of facilities

• AECOsim products provide information mobility, intra-operability, and simulation to support better-performing assets through optioneering.

• AECOsim Building Designer addresses the disciplines engaged in facilities projects, including architectural design, and structural, mechanical, and electrical engineering. The latest release features the incorporation of:

GenerativeComponents for computational design, Energy Simulation for consistency in energy performance modeling

from conceptual design through steady-state calculations.

AECOsim

OpenRoadsFor multi-discipline civil engineering projects

• OpenRoads, the successor to Bentley’s InRoads, GEOPAK, and MX offerings, continues to push the envelope in road design, construction, and operations.

• Its industry-leading innovations empower users to achieve the next level of BIM through immersive modeling, design-time visualization, design intent capture and persistence, hypermodeling, model interoperability, and construction-driven engineering.

For multi-discipline engineering of process plants

• OpenPlant supports plant design, engineering, construction, and operations, provides a faster return on investment than other systems, and is highly scalable.

• Through its use of iRING/ISO 15926, users can coordinate and share information across multiple disciplines and the infrastructure lifecycle.

• OpenPlant Support Engineering enables engineers to quickly and accurately design and model supports for plant piping, electrical, and HVAC components.

MINECYCLEMineCycle applications facilitate optioneering to help the mining industry advance to continuous mine planning. Each was created through syndicated development and in collaboration with leading global mining enterprises.

• MineCycle Designer and MineCycle Survey accelerate mine planning and mine survey iterations.

• MineCycle Material Handling enables EPCs and consultants to accelerate the preliminary design of bulk material handling facilities.

PROJECTWISE ESSENTIALS • ProjectWise Essentials is an instant-on design integration environment for

project team collaboration by way of Azure cloud services.

• This “software at your service” provides immediate access to key advantages of ProjectWise while enabling user organizations to further benefit from a budget-friendly, predictable cost model.

• Within the ProjectWise Essentials environment, geographically dispersed teams managing small to mega projects can leverage industry standards and best practices to speed secure information sharing and the exchange and delivery of project drawings, models, documentation, and complex reference files – in support of applications commonly used in AEC projects.

• ProjectWise Essentials is a Bentley MANAGEservices offering.

NEW OFFERINGS

Bentley’s 2014 Annual Report I 19

OPENPLANT SUPPORT ENGINEERING • OpenPlant Support Engineering allows designers to quickly model and

accurately place basic and complex support assemblies for plant piping, electrical, and HVAC equipment, accelerating detailed design.

• An extensive “functional-component” catalog of more than 20,000 support assemblies increases quality and modeling accuracy.

• The software automates detailed support drawings that include accurate bills of material, reducing design time and construction delays.

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BENTLEY SELECT OPEN ACCESSSELECT Open Access:

New in 2014, Bentley’s SELECT Open Access can be elected by subscriber organizations of any size. Access is extended to “playbooks” spanning Bentley’s full application portfolio without requiring perpetual license ownership. Convenient and cost-effective Quarterly Term Licensing is available for incremental applications or usage.

Enterprise License Subscription:

Bentley’s Enterprise License Subscription (ELS) is suitable for large, distributed organizations. Subscribers benefit from unrestricted access to applications, servers, and services including performance consulting, global license pooling, enterprise LEARNservices, for a fixed fee, reset annually, based on actual software usage.

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COMMERCIAL ADVANCEMENT

NUMBER OF ELS SUBSCRIBERS

‘10 ‘11 ‘12 ‘13 ‘14

300

250

200

150

100

50

0

194 200219

249285

BENTLEY MANAGEservicesOutcomes-based service level agreements

Bentley MANAGEservices offers a single source for the cloudservice-based provisioning and/or management of hybrid Bentley software environments. Bentley Professional Services is integral to this offering, providing help in the implementation of applications and solutions to maximize efficiency and make best use of people, applications, and technology. By using Bentley MANAGEservices, infrastructure organizations are assured of fast and agile, instant-on global provisioning for better infrastructure project execution and outcomes.

For example, Bentley MANAGEservices is facilitating the provisioning, deployment, and operation of the new AssetWise-based Integrated Asset Management Information System for Highways England. In November 2014, the Agency and Bentley announced plans to provide a virtual environment for introducing and propagating best practices for BIM-enabled asset management through an AssetWise Academy.

Bentley’s 2014 Annual Report I 21

Greg Bentley, in Kuala Lumpur, accepts 2014 Best Vendor Award from CEO of Tenaga Nasional Berhard (Malaysia’s national electric utility) for Bentley Professional Services’ implementation of TNB’s asset performance solution.

MANAGEservicesSoftware at Your Service

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BENTLEY CONNECT LEARNservicesThe Bentley CONNECT LEARNservices organization delivers continuous learning opportunities to Bentley’s global community of software and services users. The Bentley Communities website (http://communities.bentley.com) offers how-to tips, Bentley product support, best practices, opinions, and advice from peers and Bentley subject matter experts. Face-to-face learning opportunities in 2015 include:

2015 LEARN EventsIndianapolis May 4 – 7Seattle June 8 – 11

New Orleans June 29 – July 2

LEARNING ADVANCEMENT

Philadelphia May 18 – 19Chicago May 19 – 20Oslo May 19 – 20Amsterdam May 20 – 21Toronto May 21 – 22Atlanta June 2 – 3Paris June 2 – 3Singapore June 3 – 4Los Angeles June 4 – 5Chennai June 9 – 10Milano June 9 – 10Prague June 10 – 11Madrid June 16 – 17Mexico City June 23 – 24Manchester June 29 – 30

Wiesbaden July 1 – 2Seoul July 14 – 15Tokyo July 16 – 17Beijing August 6 – 7Johannesburg August 18 – 19Brisbane August 19 – 20Sao Paulo August 25 – 26Mumbai August 26 – 27Houston August 31 – September 1Calgary September 2 – 3Warsaw September 29 – 30Helsinki October 6 – 7Moscow October 6 – 7Zhengzhou October 15 – 16Dubai November 23 – 24

2015 CONNECTION Events

BENTLEY’S COLLEAGUE ADVANTAGEBentley colleagues’ advanced academic credentials include 76 doctoral degrees and 884 master’s-level degrees. Colleagues have earned the following degrees and professional credentials:

Professional Credentials: 248 I Information Systems/Technology 214 I Certified/Professional Engineer 152 I Software Development/Testing 107 I Project Management 57 I Education 23 I Architect 14 I Construction 10 I Surveying and Cartography 569 I Other

Degrees by Area of Study: 567 I Computer Science 357 I Civil/Transportation Engineering 231 I Mechanical Engineering 121 I Electrical Engineering 96 I Architecture/Architectural Engineering 88 I Software Design/Engineering 69 I Building/Structural Engineering 49 I Environmental Engineering/Science 35 I Industrial Engineering/Technology/Design 46 I GIS 41 I Chemical/Petroleum Engineering 36 I Electronics/Electromechanical Engineering 24 I Surveying 239 I Other Engineering

Degrees: 76 I Doctorate Degree 884 I Master’s Degree1581 I Bachelor’s Degree 235 I Associate's Degree 264 I Technical Diploma

Bentley’s 2014 Annual Report I 23

BENTLEY’S COLLEAGUE ADVANTAGE

“The Year in Infrastructure Conference is very exciting … actually a thrill. We just started exchanging information. It’s great! The networking is awesome.”

– Luigi Nimpo, BIM Lead, HDR

The Year in Infrastructure 2014 Conference drew leading executives in the world of infrastructure design, construction, and operations. They heard from thought leaders in the industry, engaged in interactive sessions that explored the intersection of technology and business drivers, and explored technologies and next practices that will shape the future of infrastructure delivery.

THE YEAR IN INFRASTRUCTURE 2014 CONFERENCE

Guest Keynotes

• Prof. Andrew McNaughton, Chief Engineer and Technical Director, HS2 Ltd. I Advancing BIM at HS2

• Ed Merrow, Founder and President, Independent Project Analysis, Inc. I Projects as Information: A Different Perspective on Productivity & Innovation in the Construction Industry

Forums

• The Building Forum

• The Rail and Road Forum

Executive Invitation-only Summits

• The Project Delivery Summit

• The Infrastructure Asset Performance Summit

• The Oil, Gas, Chemical, and Mining Forum

• The EPC and A/E Forum

• The Utilities Forum

• Visions for the Future Forum

24Leading executives in infrastructure design, construction, and operations from around the world will gather in London, November 3 – 5, 2015, for The Year in Infrastructure 2015 Conference!www.bentley.com/yiiconference

THE YEAR IN INFRASTRUCTURE 2015 CONFERENCE

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1

2

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THE BE INSPIRED AWARDSThe Be Inspired Awards program recognizes outstanding achievement in applying technology for advancing infrastructure. Each year projects are nominated by Bentley users from around the globe. The 2014 nominations included more than 250 remarkable projects from 49 countries. At The Year in Infrastructure 2014 Conference, the 54 awards finalists presented their inspiring projects before the jurors, attending infrastructure thought leaders, and over 100 journalists. The following night, during the Be Inspired Awards ceremony and gala, the winners were recognized for their extraordinary contributions to sustaining infrastructure and improving quality of life around the globe.

Have a project you’d like to nominate for 2015? Visit www.bentley.com/beinspired

2014 INFRASTRUCTURE YEARBOOK AND MOBILE APPAll of this year’s Be Inspired nominated projects are presented in Bentley’s 2014 Infrastructure Yearbook, available at www.bentley.com/yearininfrastructure.

New this year is a mobile version of the yearbook. Scan the code on the right or visit your app store to download.

NOVEMBER 4–6, 2014, LONDON, UK

Bentley’s 2014 Annual Report I 25

(only available on your iPad® or tablet)

SCAN HERE with your iPad® or tablet to download the yearbook now

COLLEAGUE GIVING

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Since its founding, Bentley Systems and its colleagues have embraced a culture of “giving back” to communities – both near and far – in need.

Colleagues in the U.S. and Canada have been longtime supporters of the United Way. For the 2014 campaign, their record donations exceeded $425,000.

In August 2014, Bentley Systems launched the Bentley Responds Fund. This new fund created an avenue for colleagues worldwide to participate in giving programs geared to providing critical and sustainable infrastructure to communities in need:

• The fund’s Sustaining Infrastructure campaign supports Engineers Without Borders-Australia, Engineers Without Borders-USA, the Hunger Project, and Water For People.

• A new Disaster Relief and Resiliency campaign supports seven international charities that help communities increase the capacity of local communities to prepare for natural disasters and to help them respond in the aftermath by providing shelter, food, water, medical care, and supplies.

CORPORATE RESPONSIBILITY

(left) Colleagues’ contributions to Water For People help local communities in India with sustainable water projects. (below) Bentley

VP Jack Cook attends Global Engineering Conference of the ASCE in Panama City.

The conference program was developed in concert with EWB-USA.

VOLUNTEER LEADERSHIP

Bentley encourages its colleagues to support community and charitable organizations not only with financial donations, but also by contributing their time and talents.

• Committed to leading by example, nearly 100 members of Bentley’s management team worldwide hold volunteer board-level leadership roles in both local and global non-profit organizations.

• Individual and joint Bentley colleague volunteer efforts span nearly 200 organizations in dozens of countries and range from education, hunger, and housing to water, sanitation, and disaster response support.

• Since Bentley Systems partnered with Stop Hunger Now in 2012, Bentley colleagues have packed 50,000 meals, 10,000 of which were prepared at the latest event in November 2014.

Bentley’s 2014 Annual Report I 27

(left) Colleagues at Bentley’s Exton, Pa., headquarters: create raised garden beds as part of Big Brothers Big Sisters/Beyond School Walls

program to benefit the Chester County Food Bank. (below) help Habitat for Humanity build

a house in Coatesville, Pa.

STEM GRANTS

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Bentley Systems supports Science, Technology, Engineering, and Math (STEM) education for young students around the world by making STEM grant funds available to every colleague. Colleagues can allocate these grants to the STEM programs of their choosing. In 2014, 2,230 colleagues from 38 countries participated in Bentley’s STEM grant program. Some of these grants were allocated by individual colleagues in support of local needs, such as school programs, while others were “bundled grants” allocated by multiple colleagues in support of specific programs in other countries.

The grants helped support schools, nonprofits, and NGOs in 18 countries by providing, for example:

• renewable energy to the Manica Province in Mozambique, Africa;

• electronics kits for software coding classes in Dublin, Ireland;

• solar lamps for schools in rural India; and

• sponsorship of a robotics team in Philadelphia, Pa., USA.

CORPORATE RESPONSIBILITY

Bentley colleagues bundled their STEM grants to help provide robot kits for students

engaged in the CodenDogo computer programming club in Dublin, Ireland.

SCIENCE

TECHNOLOGY

ENGINEERING

MATH

(left) Colleagues in Quebec, Canada, keep fit and raise funds for Le Grand Défi Pierre Lavoie,

whose mission is to encourage young people to adopt healthy life habits. (below) Colleagues

in Huntsville, Ala., USA, host blood drive.

This year Bentley was recognized as one of the Healthiest Employers of Greater Philadelphia. In addition, Bentley’s BeWell program took top honors for Wellness Excellence at the Delaware Valley HR Department of the Year Awards for activities that provided:

• a multi-lingual online health library and health risk assessment;

• an Employee Assistance Program offered in the local language of every Bentley office; and

• a global flu inoculation program, tick-borne encephalitis vaccinations for colleagues in Lithuania, and Hepatitis B vaccinations for colleagues in Pakistan.

Also, 658 colleagues and colleague spouses or partners participated in the U.S.-based annual fitness challenge, On The Move. Collectively, participants walked 121,000 miles over a six-week period – a distance equivalent to circling the equator nearly five times.

WELLNESS

ENGAGE EDUCATE EMPOW

ER

BeWell

Bentley’s 2014 Annual Report I 29

© 2015 Bentley Systems, Incorporated. The 2014 Annual Report is published by Bentley Systems, Incorporated, 685 Stockton Drive, Exton, PA, USA 19341. Bentley, the “B” Bentley logo, Be, Bentley CONNECT, Descartes, Bentley LEARN, Bentley LEARNservices, Bentley MANAGEservices, Bentley Professional Services, Bentley Map, Bentley Navigator, Bentley SELECT, Bentley SELECT Open Access, Bentley Rail Track, Navigator Mobile, InspectTech, InspectTech Collector Mobile, AECOsim, AECOsim Building Designer, AutoPIPE, AutoPLANT, Pointools, CivilStorm, ConstructSim, eB, eB Information Manager, GenerativeComponents, Geo Web Publisher, GEOPAK, gINT, InRoads, LEAP, MAXSURF, MOSES, MicroStation, MXROAD, Optram, RM Bridge, ProjectWise, ProjectWise Construction Work Package Server, ProjectWise Integration Server, SpecWave Composer, Promis.e, ProSteel, ProStructures, Hevacomp, RAM, SELECT, SELECTserver, SewerGEMS, speedikon, STAAD, SUPERLOAD, SpecWave, WaterGEMS, Raceway and Cable Management, topoGRAPH, Exor, SACS, Bentley Fiber, Bentley Coax, SITEOPS, AssetWise APM, EADOC, Acute3D, MX, Hevacomp, gINT, FORMSYS, Amulet, MineCycle, Open Utilities, Subsurface Utilities Engineering, Bentley Inside Plant, and ProjectWise Essentials are either registered or unregistered trademarks or service marks of Bentley Systems, Incorporated, or one of its direct or indirect wholly owned subsidiaries. Other brands and product names are trademarks of their respective owners.

See What the Media and AnalystsAre Saying About Bentley:www.bentley.com/topcoverage

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