 1 ANSYS, Inc. Proprietary ANSYS, Inc. ANSYS, Inc. Fluent Transaction Highlights February 16, 2006 EXHIBIT 99.2 |
 © 2006 ANSYS, Inc. All rights reserved. 2 ANSYS, Inc. Proprietary 2/16/06 Safe Harbor Statement Safe Harbor Statement Certain statements contained in the presentation regarding matters that are not historical facts, including statements regarding ANSYS’ expectations that the proposed acquisition, if completed, would be immediately accretive to Non-GAAP earnings and statements regarding the impact of the pending acquisition, are “forward-looking” statements (as defined in the Private Securities Litigation Reform Act of 1995). Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. All forward-looking statements in this press release are subject to risks and uncertainties. These include the risk that the acquisition may not be consummated, the risk that the businesses of ANSYS and Fluent may not be combined successfully, or that such combination may take longer or cost more to accomplish than expected, the risk that operating costs, customer loss and business disruption following the acquisition may be greater than expected, the risk of a general economic downturn in one or more of ANSYS’ primary geographic regions, the risk that the assumptions underlying ANSYS’ anticipated revenues and expenditures will change or prove inaccurate, the risk that ANSYS has overestimated its ability to maintain growth and profitability and control costs, uncertainties regarding the demand for ANSYS’ products and services in future periods, the risk that ANSYS has overestimated the strength of the demand among its customers for its products, risks of problems arising from customer contract cancellations, uncertainties regarding customer acceptance of new products, the risk that ANSYS’ operating results will be adversely affected by possible delays in developing, completing or shipping new or enhanced products, risks that enhancements to ANSYS’ products may not produce anticipated sales, uncertainties regarding fluctuations in quarterly results, including uncertainties regarding the timing of orders from significant customers, and other factors that are detailed from time to time in reports filed by ANSYS, Inc. with the Securities and Exchange Commission, including ANSYS, Inc.’s 2004 Annual Report and Form 10-K. We undertake no obligation to publicly update or revise any forward-looking statements, whether changes occur as a result of new information or future events, after the date they were made. |
    © 2006 ANSYS, Inc. All rights reserved. 3 ANSYS, Inc. Proprietary 2/16/06 Transaction Summary Transaction Summary (1) Subject to certain adjustments 2/16/06: ANSYS has announced its planned acquisition of Fluent, 2/16/06: ANSYS has announced its planned acquisition of Fluent, a global a global provider of computer-aided engineering (CAE) simulation software in a provider of computer-aided engineering (CAE) simulation software in a cash and stock transaction. The addition of Fluent’s technology is cash and stock transaction. The addition of Fluent’s technology is complementary and expands ANSYS’ complementary and expands ANSYS’ simulation capabilities. simulation capabilities. Effective Purchase Price: (1) 6 million shares of ANSS + $300 million in net cash Senior Management: James Cashman, President and CEO Maria Shields, CFO Board of Directors: 8 directors; 1 from Fluent Headquarters: Canonsburg, PA Transaction Timing: Expected to close in second quarter of 2006, subject to customary closing conditions and regulatory approval Transaction Details: |
       © 2006 ANSYS, Inc. All rights reserved. 4 ANSYS, Inc. Proprietary 2/16/06 Engineering simulation software widely used by engineers and designers NASDAQ: ANSS $158.0 million 600 Global Industrials License/Maintenance/ Service Company Highlights Company Highlights Business Description: Ownership: 2005 Full Year Revenue: (1) Employees: Customer base: Business Model: Engineering simulation software, particular emphasis in electronics, fluid flow and heat and mass transfer using computational fluid dynamics, widely used by engineers and designers Private $121.9 million 750 Global Industrials License/Maintenance/ Service (1) Unaudited |
    © 2006 ANSYS, Inc. All rights reserved. 5 ANSYS, Inc. Proprietary 2/16/06 Overview of Fluent Overview of Fluent Fluent products enable engineers and designers to simulate fluid flow, heat and mass transfer and related phenomena involving turbulent, reacting and multiphase flow Broad Customer Base: – Diversified across industries – Government – Academic institutions Strong Financial Profile: – 2005 revenue growth of 16.7% (1) – Consistently profitable business model – 2005 operating margin of 26% (1) (1) unaudited |
    © 2006 ANSYS, Inc. All rights reserved. 6 ANSYS, Inc. Proprietary 2/16/06 Strategic Rationale Strategic Rationale 1. Increases Breadth in Global Simulation Technology Up-Sell and Cross-Sell Opportunities > 10,000 customers 2. Creates Comprehensive Portfolio of Simulation Products Combines strong fluid flow, heat and mass transfer capabilities with ANSYS’ simulation offerings Strengthens long-term commitment to engineering simulation Increases customer value by accelerating open architecture for maximum customer flexibility 3. Combines Two Teams with Deep Industry Expertise & World-Class Engineering Talent Continued focus on innovation – target 16-20% of revenue spending on R&D 17 development centers on 3 continents 4. Strong Sales Channel Benefits Direct and indirect sales presences are largely complementary 5. Complementary Cultures Strong mutual commitment to customers, employees, partners, innovative technology and execution 6. Complementary Financial Profiles Combination of solid revenue growth profiles from both companies – approx 17% for 2005 (unaudited) Good visibility for recurring revenue Similar focus on profitability |
           © 2006 ANSYS, Inc. All rights reserved. 7 ANSYS, Inc. Proprietary 2/16/06 >10,000 Total Customers >125,000 Commercial Seats >140,000 University Seats > 200 Channel Partners > 75 Industry Partners Broad Customer Presence Broad Customer Presence >6,000 Total Customers >60,000 Commercial Seats >70,000 University Seats >20 Channel Partners >80 Industry Partners DAIMLER CHRYSLER Representative Customers |
 © 2006 ANSYS, Inc. All rights reserved. 8 ANSYS, Inc. Proprietary 2/16/06 Strong Global Presence Strong Global Presence Approx. 1,350 employees worldwide / 40+ direct sales offices on 3 continents Network of sales channel partners in 40+ countries 17 development centers on 3 continents -Target 16-20% of revenue spending on R&D |
 © 2006 ANSYS, Inc. All rights reserved. 9 ANSYS, Inc. Proprietary 2/16/06 Geographic Revenue Breakdown – 2005 (1) Geographic Revenue Breakdown – 2005 (1) + + Europe 40% GIA 23% North America 37% Europe 36% GIA 23% North America 41% Europe 39% GIA 23% North America 38% (1) unaudited |
 © 2006 ANSYS, Inc. All rights reserved. 10 ANSYS, Inc. Proprietary 2/16/06 Complementary Cultures Complementary Cultures Strong Mutual Commitment to – Customers – Employees – Partners – Technology & Innovation – Execution Complementary Distribution – Direct presences largely complementary – ANSYS indirect channels – Mostly provides opportunities for growth |
 © 2006 ANSYS, Inc. All rights reserved. 11 ANSYS, Inc. Proprietary 2/16/06 Value for All Combined Value for All Combined Customers – Accelerated “Best in Class” capabilities – Focused long-term commitment to engineering simulation – Provides broad, independent customer alternatives – Customer-driven open solutions to provide customers maximum flexibility Employees – Reinforces world-class engineering focus – Provides critical mass and long-term stability – Provides career growth opportunities Stockholders – After closing, financially accretive deal on non-GAAP basis |
    © 2006 ANSYS, Inc. All rights reserved. 12 ANSYS, Inc. Proprietary 2/16/06 Key Financial Highlights Key Financial Highlights Strong revenue growth (1) — 2005 revenues of $158.0 million (ANSYS) and $121.9 million (Fluent) — Each company grew at 17% in 2005 Strong revenue visibility — $94.8 million (1) in combined deferred revenues as of December 31, 2005 Strong cash flow generation from combined business Supportable leverage Strong combined gross and operating margins (1) unaudited |
 © 2006 ANSYS, Inc. All rights reserved. 13 ANSYS, Inc. Proprietary 2/16/06 Q & A Q & A |
 © 2005 ANSYS, Inc. 14 ANSYS, Inc. Proprietary ANSYS, Inc. ANSYS, Inc. Fluent Transaction Highlights February 16, 2006 |