Nuance Communications
Annual Report 2014

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_______________________________Form 10-K(Mark One) þþANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2014ORooTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-36056NUANCE COMMUNICATIONS, INC.(Exact name of Registrant as Specified in its Charter)Delaware 94-3156479(State or Other Jurisdiction of (I.R.S. EmployerIncorporation or Organization) Identification No.) 1 Wayside RoadBurlington, Massachusetts 01803(Address of Principal Executive Offices) (Zip Code)Registrant’s telephone number, including area code:(781) 565-5000SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:Title of Each Class Name of Each Exchange on Which RegisteredCommon stock, $0.001 par value NASDAQ Stock Market LLCPreferred share purchase rights NASDAQ Stock Market LLCSECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:NoneIndicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No oIndicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þIndicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No oIndicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted andposted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit andpost such files). Yes þ No oIndicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’sknowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of“large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):Large accelerated filer þAccelerated filer oNon-accelerated filer oSmaller reporting company o (Do not check if a smaller reporting company)Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þThe aggregate market value of the outstanding common equity held by non-affiliates of the Registrant as of the last business day of the Registrant’s most recently completedsecond fiscal quarter was approximately $4.1 billion based upon the last reported sales price on the Nasdaq National Market for such date. For purposes of this disclosure, shares ofCommon Stock held by officers and directors of the Registrant and by persons who hold more than 5% of the outstanding Common Stock have been excluded because suchpersons may be deemed to be affiliates. This determination of affiliate status is not necessarily conclusive.The number of shares of the Registrant’s Common Stock, outstanding as of October 31, 2014, was 321,219,621.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrant’s definitive Proxy Statement to be delivered to stockholders in connection with the Registrant’s 2015 Annual Meeting of Stockholders areincorporated by reference into Part III of this Form 10-K. NUANCE COMMUNICATIONS, INC.TABLE OF CONTENTS PagePART IItem 1.Business1Item 1A.Risk Factors6Item 1B.Unresolved Staff Comments15Item 2.Properties15Item 3.Legal Proceedings15Item 4.Mine Safety Disclosures15 PART IIItem 5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities16Item 6.Selected Financial Data17Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations17Item 7A.Quantitative and Qualitative Disclosures about Market Risk43Item 8.Financial Statements and Supplementary Data46Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure93Item 9A.Controls and Procedures93Item 9B.Other Information93 PART IIIItem 10.Directors, Executive Officers and Corporate Governance94Item 11.Executive Compensation94Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters94Item 13.Certain Relationships and Related Transactions, and Director Independence94Item 14.Principal Accountant Fees and Services94 PART IVItem 15.Exhibits and Financial Statement Schedules95 Table of ContentsPART IThis Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 thatinvolve risks, uncertainties and assumptions that, if they never materialize or if they prove incorrect, could cause our consolidated results to differ materiallyfrom those expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could bedeemed forward-looking, including statements pertaining to: our future revenue, cost of revenue, research and development expense, selling, general andadministrative expenses, amortization of intangible assets and gross margin, earnings, cash flows and liquidity; our strategy relating to our segments; thepotential of future product releases; our product development plans and investments in research and development; future acquisitions and anticipatedbenefits from acquisitions; international operations and localized versions of our products; our contractual commitments; our fiscal 2015 revenue andexpense expectations and legal proceedings and litigation matters. You can identify these and other forward-looking statements by the use of words such as“may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “intends,” “potential,” “continue” or the negative of suchterms, or other comparable terminology. Forward-looking statements also include the assumptions underlying or relating to any of the foregoing statements.Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth inItem 1A of this Annual Report under the heading “Risk Factors.” All forward-looking statements included in this document are based on informationavailable to us on the date hereof. The forward-looking statements do not include the potential impact of any mergers, acquisitions, divestitures, securitiesofferings or business combinations that may be announced or closed after the date hereof. We will not undertake and specifically decline any obligation toupdate any forward-looking statements.Item 1.BusinessOverviewWe are a leading provider of voice and language solutions for businesses and consumers around the world. Our solutions are used in healthcare, mobile,consumer, enterprise customer service, and imaging markets. We offer market-leading accuracy in automated speech recognition, capabilities for naturallanguage understanding, dialog management, biometric speaker identification, text-to-speech, domain knowledge and implementation capabilities, built onour significant, long-term investments in research and development. Our solutions are primarily based on our proprietary voice and language platforms andare used every day by millions of people and thousands of businesses for tasks and services such as requesting information from a call center, web site orsmartphone-based self-service solution, dictating medical records, automatically assigning billing codes based on the content of medical records, sending atext message or searching the mobile Web by voice, entering a destination into a navigation system, or working with PDF documents. We continue todevelop more intuitive and comprehensive speech and natural language solutions that broaden our markets by expanding the types of solutions we offer. Weoffer our solutions to our customers in a variety of ways, including through products, hosting cloud-based solutions, implementation and custom solutiondevelopment services and maintenance and support. Our product revenues include embedded original equipment manufacturers ("OEM") royalties,traditional enterprise perpetual licensing, term-based enterprise licensing and consumer sales. Our hosting revenues are generated through on-demand servicemodels that typically have multi-year terms with pricing based on volume of usage, number of seats or number of devices. Our hosting, royalty, term licenseand maintenance and support revenues are recurring in nature as our customers use our products on an ongoing basis to handle their needs in medicaltranscription, medical coding and compliance, enterprise customer service and mobile connected services. Our professional services offer a visible revenuestream, as we have a backlog of assignments that take time to complete. Trends in our markets include (i) the growing adoption of cloud-based, connectedservices and highly interactive mobile applications, (ii) deeper integration of virtual assistant capabilities and services, and (iii) the continued expansion ofour core technology portfolio from speech recognition to natural language understanding, semantic processing, domain-specific reasoning, dialogmanagement capabilities and biometric speaker identification.We leverage our global professional services organization and our extensive network of partners to design and deploy innovative solutions forbusinesses and organizations around the globe. We market and sell our products directly through a dedicated sales force, through our e-commerce websiteand also through a global network of resellers, including system integrators, independent software vendors, value-added resellers, hardware vendors,telecommunications carriers and distributors.We have built a world-class portfolio of intellectual property, technologies, applications and solutions through both internal development andacquisitions. We have made additional investments in 2013 to protect our patent portfolio with significant spending on patent litigation and patentprosecution activities. Although the pace of acquisitions has slowed significantly over the last several quarters, we expect to continue to pursue opportunitiesto expand our assets, geographic presence, distribution network and customer base through acquisitions of other businesses and technologies.1Table of ContentsWe are organized in four segments: Healthcare, Mobile and Consumer, Enterprise, and Imaging. See Note 20 to the consolidated financial statementsfor additional information about our reportable segments.HealthcareHealthcare segment revenues were $942.7 million, $911.6 million, and $669.4 million in Fiscal 2014, 2013, and 2012, respectively. As a percentage oftotal segment revenue, Healthcare segment revenues represented 47.4%, 46.6% and 38.5% in Fiscal 2014, 2013, and 2012, respectively.The healthcare industry is under significant pressure to streamline operations, reduce costs and improve patient care. In recent years, healthcareorganizations such as hospitals, clinics, medical groups, physicians’ offices and insurance providers have increasingly turned to improving their clinicaldocumentation process, from capturing the physician voice to creating documentation, through the use of the information to improve the delivery of care,quality measures, coding accuracy and appropriate reimbursement.We provide an extensive set of solutions and services that support the clinical documentation process from capturing the patient encounter with theirphysician, to improving clinical documentation, automated coding, revenue cycle management and other functions. Our hosted and on-premise solutionsprovide platforms to generate and distribute clinical documentation through the use of advanced dictation and transcription features, and allow us to deliverscalable, highly productive medical transcription solutions. Our Clintegrity suite of products offer solutions that leverage captured information with state-of-the-art coding, compliance and record management, which streamlines health information management ("HIM") processes to assist compliance andreimbursement through professional services and time-based licenses. Through Clinical Documentation Improvement ("CDI") programs, computer-assistedcoding ("CAC"), and computer-assisted physician documentation ("CAPD") we bridge the gap between physicians and coders. These solutions significantlystreamline speed and completeness of documentation so that providers can shorten the time between the patient visit and the payment for that visit. Oursolutions should enable future innovation to transform the way healthcare providers document patient care, through improved interface with electronicmedical records and extraction of clinical information to support the billing and insurance reimbursement processes. We also offer speech recognitionsolutions for radiology, cardiology, pathology and related specialties, that help healthcare providers dictate, edit and sign reports without manualtranscription.We utilize a focused, enterprise sales team and professional services organization to address the market and implementation requirements of thehealthcare industry. Direct distribution is supplemented by distributors and partnerships with electronic medical records application and other healthcare ITproviders including, but not limited to Allscripts, Cerner, Epic, GE, IBM, McKesson, Siemens and the University of Pittsburgh Medical Center ("UPMC"). Insome cases, our healthcare solutions are priced under a traditional software perpetual licensing model. However, certain of our healthcare solutions, inparticular our transcription solutions, are offered on an on-demand model and priced by volume of usage (such as number of lines transcribed). OurClintegrity product line is sold under a term-licensing model, and a portion of our diagnostic solutions are also offered under this model. We continue toexperience an increased preference for on-demand and term-license pricing models. Representative customers include Advocate Health Care, Adventist West,Banner Health, Carolinas HealthCare System, Cleveland Clinic, HCA, Kaiser Permanente, Mayo Clinic, Partners Healthcare System, Sharp Healthcare,Summit Health, Sutter Health, Tenet Healthcare, Trinity Health, UK NHS,Universal Health Services, U.S. Department of Veterans Affairs, UPMC, U.S. Armyand WellSpan Health.Mobile and ConsumerMobile and Consumer segment revenues were $451.0 million, $479.2 million, and $508.3 million in Fiscal 2014, 2013, and 2012, respectively. As apercentage of total segment revenue, the Mobile and Consumer segment revenues represented 22.7%, 24.5% and 29.2% in Fiscal 2014, 2013, and 2012,respectively.We help consumers use the powerful capabilities of their cars, phones, tablets, desktop and portable computers, televisions, smart watches, personalnavigation devices and other consumer electronics by enabling the use of voice commands, text-to-speech and enhanced text input solutions to control andinteract with these devices more easily and naturally, and to access the array of content and services available on the Internet. We believe our marketopportunity continues to grow as more cloud-connected devices are introduced, increasing the number of systems that can connect to Nuance CloudServices. The more powerful capabilities of these devices and the increasing scope and complexity of the solutions require us to supply a broader set oftechnologies. These technologies can include cloud-based speech recognition, natural language understanding, dialog management, text-to-speech, virtualassistants, voice biometrics and advanced keyboard technologies. The number and complexity of the technologies allow us to charge higher prices comparedto earlier solutions. In addition, we have seen the adoption of these complex solutions in a broadening scope of settings, such as televisions, set-top boxes, e-book readers, tablet computers, wearable devices, cameras and third-party downloadable applications. Our suite of mobile solutions and connected servicesprovides a platform for our professional services team to design, develop and deploy custom solutions on a variety of mobile devices and other consumerelectronics.2Table of ContentsOur portfolio of mobile and consumer solutions and services includes an integrated suite of voice control and text-to-speech solutions, dictationapplications, enhanced text input, mobile messaging services and emerging services such as Web search and voicemail-to-text. Our suite of Dragon generalpurpose desktop and portable computer dictation applications increases productivity by using speech to create documents, streamline repetitive and complextasks, input data, complete forms and automate manual transcription processes. In particular, we have focused in recent quarters on integrating our Dragontechnology and brand initiatives across mobile and consumer markets. Our Dragon desktop software licensing has been impacted by recent trends in PC salesand structural changes in the Windows software distribution channel. We have strategies in place designed to mitigate this, including expansion into anOEM distribution model and new subscription based license models.We utilize a focused, enterprise sales team and professional services organization to address market and implementation requirements. We utilize directdistribution, supplemented by partnerships with electronics suppliers, integrators, and content providers such as Clarion, Harman International and Rovi. Oursolutions are used by mobile phone, automotive, personal navigation device, computer, television and other consumer electronics manufacturers and theirsuppliers, including Audi, BMW, Ford, GM, HTC, Intel, LG Electronics, Mercedes Benz, Microsoft, Nintendo, Panasonic, Samsung, T-Mobile, TomTom andToyota. Telecommunications carriers, web search companies and content providers are increasingly using our mobile search and communication solutions tooffer value-added services to their subscribers and customers. Our mobile solutions are sold to automobile and device manufacturers, generally on a royaltymodel priced per device sold, and sometimes on a license model. When the solutions include both embedded and cloud-based technologies, pricing istypically based on per unit royalties, unit-based hosting fees and transactional hosting fees. Although we generally charge a higher price for the broadertechnology set needed to support the increasing scope and complexity of the latest solutions, at any given level of our technology set, we continue to seepricing pressures from our OEM partners in our mobile handset business. Our connected mobile services are sold through telecommunications carriers,voicemail system providers, smartphone application developers or directly to consumers, and generally priced on a volume of usage model (such as persubscriber or per use). We continue to see an increasing proportion of revenue from on-demand and transactional arrangements as opposed to traditionalupfront licensing of our mobile products and solutions. At the end of fiscal 2014, our mobile cloud services powered handsets, cars, televisions and othermobile devices in 38 languages. Representative connected services customers and partners include Cisco, DirecTV, Rogers, Siemens, Telefonica, Telstra,Time Warner Cable, TISA, T-Mobile and Vodafone. In addition, various smartphone application stores include hundreds of applications that utilize ourtechnology, such as our Dragon Mobile Assistant, DragonDictation, DragonGo! and Swype, as well as third party applications including Ask.com, Bon’ App,Coupons.com, Grainger, Grocery iQ, Kraft iFood App, Merriam-Webster, On-Star, PlaySay, Recipes.com, SayHi Translate, Snapguide, Sonico iTranslate,Vocre and Yellow Pages.Our most recent versions of Dragon NaturallySpeaking for Windows and Dragon Dictate for Mac were introduced in fiscal 2014 and are currentlyavailable in eight languages. Our desktop and portable computer dictation solutions are generally sold under a traditional perpetual software license model.We utilize a combination of our global reseller network and direct sales to distribute our desktop and portable computer dictation products. Resellers includeretailers such as Amazon, Best Buy and WalMart. Enterprise customers include organizations such as law firms, insurance agencies and government agencies.Representative customers include ATF, Exxon, FBI, IBM, Texas Department of Family Protective Services and Zurich Insurance Group.EnterpriseEnterprise segment revenues were $357.1 million, $323.5 million, and $332.0 million in Fiscal 2014, 2013, and 2012, respectively. As a percentage oftotal segment revenue, the Enterprise segment revenues represented 18.0%, 16.5% and 19.1% in Fiscal 2014, 2013, and 2012, respectively.To remain competitive, organizations must improve the quality of customer care while reducing costs and ensuring a positive customer experience.Increasingly, our customers are utilizing channels such as the Web and smartphone applications to meet their customer care requirements and to supplementor replace traditional call center or in person channels. Technological innovation, competitive pressures and rapid commoditization have made itincreasingly important for organizations to achieve enduring market differentiation and secure customer loyalty. In this environment, organizations need tosatisfy the expectations of increasingly savvy and mobile consumers who demand high levels of customer service.We deliver a portfolio of customer service business intelligence and authentication solutions that are designed to help companies better support,understand and communicate with their customers. Our solutions include the use of technologies such as speech recognition, natural languageunderstanding, dialog management, text-to-speech, voice biometrics, virtual assistants and analytics to automate caller identification and authorization, callsteering, completion of tasks such as updates, purchases and information retrieval, and automated outbound notifications. Our solutions improve thecustomer experience, increase the use of self-service and enable new revenue opportunities for our customers. In addition, we offer solutions that improvecustomer care experiences through enhanced chat, search, FAQ and dialog functions on Web sites, as well as direct interaction with thin-client applicationsand virtual assistants on cell phones. Use of our voice and language processing enabled web sites and mobile customer care solutions can dramaticallydecrease customer care costs, in comparison to calls handled by operators.3Table of ContentsWe have expanded our cloud-based, multi-channel portfolio, which include our speech recognition, text-to-speech, voice biometrics, natural languageand dialog management technologies as differentiators in the market. We have introduced two new intelligent virtual assistant services, Nina Mobile andNina Web, expanded our outbound customer engagement services, and implemented voice biometrics in the cloud. We have also expanded our professionalservices team worldwide, both to support the increased demand of our cloud services and to enhance coverage for on-premise deployments.We complement our solutions and products with a global professional services organization that supports customers and partners with business andsystems consulting project management, user-interface design, voice science, application development and business performance optimization, allowing usto deliver end-to-end speech solutions and system integration for multi-channel automated customer care.Our solutions are used by a wide variety of enterprises in customer-service intensive sectors, including telecommunications, financial services, traveland entertainment, and government. Our speech solutions are designed to serve our global partners and customers and are available in approximately80 languages and dialects worldwide. In addition to our own sales and professional services teams, we often work closely with industry partners, includingAvaya, Cisco and Genesys, that integrate our solutions into their hardware and software platforms. Our enterprise solutions offerings include both atraditional software perpetual licensing model and an on-demand model priced by volume of usage (such as number of minutes callers use the system ornumber of calls completed in the system). In fiscal 2014, revenues and bookings from on-demand solutions increased significantly, as a growing proportionof customers chose our cloud-based solutions for call center, Web and mobile customer care solutions. We expect these trends to continue in fiscal 2015,especially as implementation of projects booked in fiscal 2014 begins to generate revenue. Representative customers include Bank of America, Barclays,Cigna, Citibank, Comcast, Deutsche Bank, Disney, Domino's Pizza, FedEx, OnStar, PG&E, Telecom Italia, Telefonica, T-Mobile, U.K. HM Revenue &Customs, USAA, US Airways, Verizon and Wells Fargo.ImagingImaging segment revenues were $236.3 million, $243.4 million, and $228.4 million in Fiscal 2014, 2013, and 2012, respectively. As a percentage oftotal segment revenue, the Imaging segment revenues represented 11.9%, 12.4% and 13.1% in Fiscal 2014, 2013, and 2012, respectively.The evolution of the Internet, email and other networks has greatly simplified the ability to share electronic documents, resulting in an ever-growingvolume of documents to be used and stored. In addition, the proliferation of network and Internet connected multifunction printers has increased the need toefficiently manage printers and enforce printing policies. Our document imaging, print management and PDF solutions reduce the costs associated with paperdocuments through easy to use scanning, document management and electronic document routing solutions. We offer versions of our products tomultifunction printer manufacturers, home offices, small businesses and enterprise customers. In addition, we offer applications that combine networkscanning, network print management and PDF creation to quickly enable distribution of documents to users' desktops or to enterprise applications. Our hostof services includes software development toolkits for independent software vendors.Our imaging solutions are generally sold under a traditional perpetual software license model. We utilize a combination of our global reseller networkand direct sales to distribute our imaging products. We license our software to multifunction printer manufacturers such as Brother, Canon, Dell, HP andXerox, which bundle our solutions with multi-function devices, digital copiers, printers and scanners, on a royalty model, priced per unit sold. Representativecustomers include Aflac, Airbus, Amazon, Barclays, Blue Shield, Citibank, EMC, Ernst & Young, Eurostar, Franklin Templeton, HSBC, Intuit, Johnson &Johnson, JP Morgan Chase, Nationwide, Norwegian Tax Authorities, Office Depot, Phillips, PricewaterhouseCoopers, UPS and US Department of Justice.Research and Development/Intellectual PropertyIn recent years, we have developed and acquired extensive technology assets, intellectual property and industry expertise in voice, language andimaging that provide us with a competitive advantage in our markets. Our technologies are based on complex algorithms which require extensive amounts oflinguistic and image data, acoustic models and recognition techniques. A significant investment in capital and time would be necessary to replicate ourcurrent capabilities.We continue to invest in technologies to maintain our market-leading position and to develop new applications. As of September 30, 2014, ourtechnologies are covered by approximately 3,300 patents and 1,000 patent applications. Our intellectual property, whether purchased or developedinternally, is critical to our success and competitive position and, ultimately, to our market value. We rely on a portfolio of patents, copyrights, trademarks,services marks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect our intellectual property and proprietary rights.We incurred research and development expenses of $338.5 million, $289.2 million, and $225.4 million in fiscal 2014, 2013 and 2012, respectively.4Table of ContentsInternational OperationsWe have offices in a number of international locations including: Australia, Belgium, Canada, Germany, Hungary, India, Ireland, Italy, Japan, and theUnited Kingdom. The responsibilities of our international operations include research and development, healthcare transcription and editing, customersupport, sales and marketing and administration. Additionally, we maintain smaller sales, services and support offices throughout the world to support ourinternational customers and to expand international revenue opportunities.Geographic revenue classification is based on the geographic areas in which our customers are located. For fiscal 2014, 2013 and 2012, 73%, 72% and71% of revenue was generated in the United States and 27%, 28% and 29% of revenue was generated by our international customers, respectively.CompetitionThe individual markets in which we compete are highly competitive and are subject to rapid technology changes. There are a number of companies thatdevelop or may develop products that compete in our target markets; however, currently there is no one company that competes with us in all of our productareas. While we expect competition to continue to increase both from existing competitors and new market entrants, we believe that we will competeeffectively based on many factors, including:•Specialized Professional Services. Our superior technology, when coupled with the high quality and domain knowledge of our professionalservices organization, allows our customers and partners to place a high degree of confidence and trust in our ability to deliver results. We supportour customers in designing and building powerful innovative applications that specifically address their needs and requirements.•International Coverage. The international reach of our products is due to the broad language coverage of our offerings, including our voice andlanguage technology, which provides recognition for approximately 80 languages and dialects and natural-sounding synthesized speech in 151voices, and supports a broad range of hardware platforms and operating systems. Our imaging technology supports more than 120 languages forOptical Character Recognition and document handling, with up to 20 screen language choices, including Asian languages.•Technological Superiority. Our voice, language and imaging technologies, applications and solutions are often recognized as the most innovativeand proficient products in their respective categories. Our voice and language technology has industry-leading recognition accuracy and providesa natural, voice-enabled interaction with systems, devices and applications. Our imaging technology is viewed as the most accurate in the industry.Technology publications, analyst research and independent benchmarks have consistently indicated that our products rank at or aboveperformance levels of alternative solutions.•Broad Distribution Channels. Our ability to address the needs of specific markets, such as financial, legal, healthcare and government, and tointroduce new products and solutions quickly and effectively is enhanced through our dedicated direct sales force; our extensive global network ofresellers, comprising system integrators, independent software vendors, value-added resellers, hardware vendors, telecommunications carriers anddistributors; and our e-commerce website (www.nuance.com).In our segments, we compete with companies such as Adobe, Baidu, Google, M*Modal, Microsoft and 3M. In addition, a number of smaller companiesin both voice and imaging offer services, technologies or products that are competitive with our technologies or solutions in some markets. In certainmarkets, some of our partners such as Avaya, Cisco, Convergys, and Genesys develop and market products and services that might be considered substitutesfor our solutions. Current and potential competitors have established, or may establish, cooperative relationships among themselves or with third parties toincrease the ability of their technologies to address the needs of our prospective customers.Some of our competitors or potential competitors, such as Adobe, Baidu, Google, Microsoft and 3M, have significantly greater financial, technical andmarketing resources than we do. These competitors may be able to respond more rapidly than we can to new or emerging technologies or changes in customerrequirements. They may also devote greater resources to the development, promotion and sale of their products than we do.EmployeesAs of September 30, 2014, we had approximately 14,000 full-time employees, including approximately 1,000 in sales and marketing, approximately2,000 in professional services, approximately 2,000 in research and development, approximately 1,000 in general and administrative and approximately8,000 that provide transcription and editing services. Approximately 43 percent of our employees are based outside of the United States, approximately 50%of whom provide transcription and editing services5Table of Contentsand are based in India. Our employees are not represented by any labor union and are not organized under a collective bargaining agreement, and we havenever experienced a work stoppage. We believe that our relationships with our employees are generally good.Company InformationWe were incorporated in 1992 as Visioneer, Inc. under the laws of the state of Delaware. In 1999, we changed our name to ScanSoft, Inc. and alsochanged our ticker symbol to SSFT. In October 2005, we changed our name to Nuance Communications, Inc. and in November 2005 we changed our tickersymbol to NUAN.Our website is located at www.nuance.com. This Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q, our Current Reports on Form 8-K,and all amendments to these reports, as well as proxy statements and other information we file with or furnish to the Securities and Exchange Commission, orthe SEC, are accessible free of charge on our website. We make these documents available as soon as reasonably practicable after we file them with, or furnishthem to, the SEC. Our SEC filings are also available on the SEC’s website at http://www.sec.gov. Alternatively, you may access any document we have filedby visiting the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Information on the operation of the Public Reference Room canbe obtained by calling the SEC at 1-800-SEC-0330. Except as otherwise stated in these documents, the information contained on our website or available byhyperlink from our website is not incorporated by reference into this report or any other documents we file with or furnish to the SEC.Item 1A.Risk FactorsYou should carefully consider the risks described below when evaluating our company and when deciding whether to invest in our company. Therisks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we do notcurrently believe are important to an investor may also harm our business operations. If any of the events, contingencies, circumstances or conditionsdescribed in the following risks actually occurs, our business, financial condition or our results of operations could be seriously harmed. If that happens,the trading price of our common stock could decline and you may lose part or all of the value of any of our shares held by you.Risks Related to Our BusinessThe markets in which we operate are highly competitive and rapidly changing and we may be unable to compete successfully.There are a number of companies that develop or may develop products that compete in our targeted markets. The markets for our products and servicesare characterized by intense competition, evolving industry standards, emerging business and distribution models, disruptive software and hardwaretechnology developments, short product and service life cycles, price sensitivity on the part of customers, and frequent new product introductions, includingalternatives with limited functionality available at lower costs or free of charge. Within voice and language, we compete with AT&T, Baidu, Google,Microsoft and other smaller providers. Within healthcare, we compete with 3M, M*Modal, Optum and other smaller providers. Within imaging, we competewith ABBYY, Adobe, I.R.I.S. and NewSoft. In our enterprise business, some of our partners such as Avaya, Cisco, Intervoice and Genesys develop and marketproducts that can be considered substitutes for our solutions. In addition, a number of smaller companies in voice, language and imaging producetechnologies or products that are in some markets competitive with our solutions. Current and potential competitors have established, or may establish,cooperative relationships among themselves or with third parties to increase the ability of their technologies to address the needs of our prospectivecustomers. Furthermore, there has been a trend toward industry consolidation in our markets for several years, We expect this trend to continue as companiesattempt to strengthen or hold their market positions in an evolving industry and as companies are acquired or are unable to continue operations.The competition in these markets could adversely affect our operating results by reducing the volume of the products we license or the prices we cancharge. Some of our current or potential competitors, such as 3M, Adobe, Baidu, Google and Microsoft, have significantly greater financial, technical andmarketing resources than we do. These competitors may be able to respond more rapidly than we can to new or emerging technologies or changes in customerrequirements. They may also devote greater resources to the development, promotion and sale of their products than we do.6Table of ContentsSome of our customers, such as Google and Microsoft, have developed or acquired products or technologies that compete with our products andtechnologies. These customers may give higher priority to the sale of their competitive products or technologies. To the extent they do so, market acceptanceand penetration of our products, and therefore our revenue and bookings, may be adversely affected. Our success will depend substantially upon our abilityto enhance our products and technologies and to develop and introduce, on a timely and cost-effective basis, new products and features that meet changingcustomer requirements and incorporate technological enhancements. If we are unable to develop new products and enhance functionalities or technologies toadapt to these changes, or if we are unable to realize synergies among our acquired products and technologies, our business will suffer.Our operating results may fluctuate significantly from period to period, and this may cause our stock price to decline.Our revenue, bookings and operating results have fluctuated in the past and are expected to continue to fluctuate in the future. Given this fluctuation, webelieve that quarter to quarter comparisons of revenue, bookings and operating results are not necessarily meaningful or an accurate indicator of our futureperformance. As a result, our results of operations may not meet the expectations of securities analysts or investors in the future. If this occurs, the price of ourstock would likely decline. Factors that contribute to fluctuations in operating results include the following:•the pace of the transition to an on-demand and transactional revenue model;•slowing sales by our distribution and fulfillment partners to their customers, which may place pressure on these partners to reducepurchases of our products;•volume, timing and fulfillment of customer orders and receipt of royalty reports;•customers delaying their purchasing decisions in anticipation of new versions of our products;•contractual counterparties are unable to, or do not, meet their contractual commitments to us;•introduction of new products by us or our competitors;•seasonality in purchasing patterns of our customers;•reduction in the prices of our products in response to competition, market conditions or contractual obligations;•returns and allowance charges in excess of accrued amounts;•timing of significant marketing and sales promotions;•impairment charges against goodwill and intangible assets;•delayed realization of synergies resulting from our acquisitions;•write-offs of excess or obsolete inventory and accounts receivable that are not collectible;•increased expenditures incurred pursuing new product or market opportunities;•general economic trends as they affect retail and corporate sales; and•higher than anticipated costs related to fixed-price contracts with our customers.Due to the foregoing factors, among others, our revenue, bookings and operating results are difficult to forecast. Our expense levels are based insignificant part on our expectations of future revenue and we may not be able to reduce our expenses quickly to respond to a shortfall in projected revenue.Therefore, our failure to meet revenue expectations would seriously harm our operating results, financial condition and cash flows.Voice and language technologies may not continue to garner widespread acceptance, which could limit our ability to grow our voice and languagebusiness.We have invested and expect to continue to invest heavily in the acquisition, development and marketing of voice and language technologies. Themarket for voice and language technologies is relatively new and rapidly evolving. Our ability to increase revenue and bookings in the future depends inlarge measure on the continuing acceptance of these technologies in general and our products in particular. The continued development of the market for ourcurrent and future voice and language solutions in general, and our solutions in particular, will also depend on:•consumer and business demand for speech-enabled applications;•development by third-party vendors of applications using voice and language technologies; and•continuous improvement in voice and language technology.7Table of ContentsSales of our voice and language solutions would be harmed if the market for these technologies does not continue to increase or increases slower than weexpect, or if we fail to develop new technologies faster than our competitors, and consequently, our business could be harmed and we may not achieve a levelof profitability necessary to successfully operate our business.If we are unable to attract and retain key personnel, our business could be harmed.If any of our key employees were to leave, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivitywhile any successor obtains the necessary training and experience. Our employment relationships are generally at-will and we have had key employees leavein the past. We cannot assure you that one or more key employees will not leave in the future. We intend to continue to hire additional highly qualifiedpersonnel, including software engineers and operational personnel, but may not be able to attract, assimilate or retain qualified personnel in the future. Anyfailure to attract, integrate, motivate and retain these employees could harm our business.Security and privacy breaches may damage client relations and inhibit our growth.The uninterrupted operation of our hosted solutions and the confidentiality and security of third-party information is critical to our business. Anyfailures in our security and privacy measures or policies could have a material adverse effect on our financial position and results of operations. If we areunable to protect, or our clients perceive that we are unable to protect, the security and privacy of our confidential information, our growth could bematerially adversely affected. A security or privacy breach may:•cause our clients to lose confidence in our solutions;•harm our reputation;•expose us to liability; and•increase our expenses from potential remediation costs.While we believe we use proven applications designed for data security and integrity to process electronic transactions, there can be no assurance thatour use of these applications will be sufficient to address changing market conditions or the security and privacy concerns of existing and potential clients.A significant portion of our revenue and bookings are derived, and a significant portion of our research and development activities are based, outsidethe United States. Our results could be harmed by economic, political, regulatory and other risks associated with these international regions.Because we operate worldwide, our business is subject to risks associated with doing business internationally. We anticipate that revenue and bookingsfrom international operations could increase in the future. Most of our international revenue and bookings are generated by sales in Europe and Asia. Inaddition, some of our products are developed and manufactured outside the United States and we have a large number of employees in India that providetranscription services. We also have a large number of employees in Canada, Germany and United Kingdom that provide professional services. A significantportion of the development of our voice and language solutions is conducted in Canada and Germany, and a significant portion of our imaging research anddevelopment is conducted in Hungary. We also have significant research and development resources in Austria, Belgium, Italy, and United Kingdom.Accordingly, our future results could be harmed by a variety of factors associated with international sales and operations, including:•changes in a specific country's or region's economic conditions;•compliance with laws and regulations in many countries and any subsequent changes in such laws and regulations;•geopolitical turmoil, including terrorism and war;•trade protection measures and import or export licensing requirements imposed by the United States or by other countries;•negative consequences from changes in applicable tax laws;•difficulties in staffing and managing operations in multiple locations in many countries;•difficulties in collecting trade accounts receivable in other countries; and•less effective protection of intellectual property than in the United States.We have a history of operating losses, and may incur losses in the future, which may require us to raise additional capital on unfavorable terms.We reported net losses of $150.3 million and $115.2 million in fiscal 2014 and 2013, respectively, and net income of $207.1 million for the fiscal year2012, and have a total accumulated deficit of $530.6 million as of September 30, 2014. If we are unable8Table of Contentsto return to profitability, the market price for our stock may decline, perhaps substantially. We cannot assure you that our revenue or bookings will grow orthat we will return to profitability in the future. If we do not achieve profitability, we may be required to raise additional capital to maintain or grow ouroperations. Additional capital, if available at all, may be highly dilutive to existing investors or contain other unfavorable terms, such as a high interest rateand restrictive covenants.Interruptions or delays in service from data center hosting facilities could impair the delivery of our service and harm our business.We currently serve our customers from data center hosting facilities. Any damage to, or failure of, our systems generally could result in interruptions inour service. Interruptions in our service may reduce our revenue, cause us to issue credits or pay penalties, cause customers to terminate their on-demandservices and adversely affect our renewal rates and our ability to attract new customers.Our business is subject to a variety of U.S. and international laws, rules, policies and other obligations regarding data protection.We are subject to federal, state and international laws relating to the collection, use, retention, disclosure, security and transfer of personally identifiableinformation. In many cases, these laws apply not only to third-party transactions, but also to transfers of information between the Company and itssubsidiaries, and among the Company, its subsidiaries and other parties with which we have relations. Several jurisdictions have passed laws in this area, andother jurisdictions are considering imposing additional restrictions. These laws continue to evolve and may be inconsistent from jurisdiction to jurisdiction.Complying with emerging and changing requirements may cause us to incur substantial costs or require us to change our business practices. Noncompliancecould result in penalties or significant legal liability.Any failure by us, our suppliers or other parties with whom we do business to comply with our privacy policy or with other federal, state or internationalprivacy-related or data protection laws and regulations could result in proceedings against us by governmental entities or others.Our ability to realize the anticipated benefits of our acquisitions will depend on successfully integrating the acquired businesses.Our prior acquisitions required, and our recently completed acquisitions continue to require, substantial integration and management efforts and weexpect future acquisitions to require similar efforts. Acquisitions of this nature involve a number of risks, including:•difficulty in transitioning and integrating the operations and personnel of the acquired businesses;•potential disruption of our ongoing business and distraction of management;•potential difficulty in successfully implementing, upgrading and deploying in a timely and effective manner new operationalinformation systems and upgrades of our finance, accounting and product distribution systems;•difficulty in incorporating acquired technology and rights into our products and technology;•potential difficulties in completing projects associated with in-process research and development;•unanticipated expenses and delays in completing acquired development projects and technology integration and upgrades;•management of geographically remote business units both in the United States and internationally;•impairment of relationships with partners and customers;•assumption of unknown material liabilities of acquired companies;•accurate projection of revenue and bookings plans of the acquired entity in the due diligence process;•customers delaying purchases of our products pending resolution of product integration between our existing and our newlyacquired products;•entering markets or types of businesses in which we have limited experience; and•potential loss of key employees of the acquired business.As a result of these and other risks, if we are unable to successfully integrate acquired businesses, we may not realize the anticipated benefits from ouracquisitions. Any failure to achieve these benefits or failure to successfully integrate acquired businesses and technologies could seriously harm our business.9Table of ContentsWe are exposed to fluctuations in foreign currency exchange rates.Because we have international subsidiaries and distributors that operate and sell our products outside the United States, we are exposed to the risk ofchanges in foreign currency exchange rates. In certain circumstances, we have entered into forward exchange contracts to hedge against foreign currencyfluctuations. We use these contracts to reduce our risk associated with exchange rate movements, as the gains or losses on these contracts are intended tooffset any exchange rate losses or gains on the hedged transaction. We do not engage in foreign currency speculation. With our increased internationalpresence in a number of geographic locations and with international revenue and costs projected to increase, we are exposed to changes in foreign currenciesincluding the euro, British pound, Canadian dollar, Japanese yen, Indian rupee and Hungarian forint. Changes in the value of foreign currencies relative tothe value of the U.S. dollar could adversely affect future revenue and operating results.Our debt agreements contain covenant restrictions that may limit our ability to operate our business.The agreement governing our senior credit facility contains, and any of our other future debt agreements may contain, covenant restrictions that limit ourability to operate our business, including restrictions on our ability to:•incur additional debt or issue guarantees;•create liens;•make certain investments;•enter into transactions with our affiliates;•sell certain assets;•redeem capital stock or make other restricted payments;•declare or pay dividends or make other distributions to stockholders; and•merge or consolidate with any entity.Our ability to comply with these limitations is dependent on our future performance, which will be subject to many factors, some of which are beyondour control, including prevailing economic conditions. As a result of these limitations, our ability to respond to changes in business and economicconditions and to obtain additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that mightotherwise be beneficial to us. In addition, our failure to comply with our debt covenants could result in a default under our debt agreements, which couldpermit the holders to accelerate our obligation to repay the debt. If any of our debt is accelerated, we may not have sufficient funds available to repay theaccelerated debt. Our significant debt could adversely affect our financial health and prevent us from fulfilling our obligations under our credit facility and ourconvertible debentures.We have a significant amount of debt. As of September 30, 2014, we had a total of $2,217.4 million face value of debt outstanding, $477.4 million interm loans due in August 2019, $1,050.0 million of senior notes due in 2020 and $690.0 million in convertible debentures. Investors may require us toredeem the 2031 Debentures, totaling $690.0 million in aggregate principal amount in November 2017, or sooner if the closing sale price of our commonstock is more than 130% of the then current conversion price for certain specified periods. If a holder elects to convert, we will be required to pay theprincipal amount in cash and any amounts payable in excess of the principal amount will be paid in cash or shares of our common stock, at our election. Wealso have a $75.0 million revolving credit line available to us through August 2018. As of September 30, 2014, there were $5.8 million of letters of creditissued, but there were no other outstanding borrowings under the revolving credit line. Our debt level could have important consequences, for example itcould:•require us to use a large portion of our cash flow to pay principal and interest on debt, including the convertible debentures and thecredit facility, which will reduce the availability of our cash flow to fund working capital, capital expenditures, acquisitions,research and development expenditures and other business activities;•restrict us from making strategic acquisitions or exploiting business opportunities;•place us at a competitive disadvantage compared to our competitors that have less debt; and•limit, along with the financial and other restrictive covenants related to our debt, our ability to borrow additional funds, dispose ofassets or pay cash dividends.Our ability to meet our payment and other obligations under our debt instruments depends on our ability to generate significant cash flow in the future.This, to some extent, is subject to general economic, financial, competitive, legislative and regulatory factors as well as other factors that are beyond ourcontrol. We cannot assure you that our business will generate cash flow from10Table of Contentsoperations, or that additional capital will be available to us, in an amount sufficient to enable us to meet our payment obligations under the convertibledebentures and our other debt and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt obligations, we mayneed to refinance or restructure our debt, including the convertible debentures, sell assets, reduce or delay capital investments, or seek to raise additionalcapital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under the convertibledebentures and our other debt.In addition, approximately $477.4 million of our debt outstanding as of September 30, 2014 bears interest at variable rates. If market interest ratesincrease, our debt service requirements will increase, which would adversely affect our results of operations and cash flows.We have grown, and may continue to grow, through acquisitions, which could dilute our existing stockholders.As part of our business strategy, we have in the past acquired, and expect to continue to acquire, other businesses and technologies. In connection withpast acquisitions, we issued a substantial number of shares of our common stock as transaction consideration and also incurred significant debt to finance thecash consideration used for our acquisitions. We may continue to issue equity securities for future acquisitions, which would dilute existing stockholders,perhaps significantly depending on the terms of such acquisitions. We may also incur additional debt in connection with future acquisitions, which, ifavailable at all, may place additional restrictions on our ability to operate our business. Charges to earnings as a result of our acquisitions may adversely affect our operating results in the foreseeable future, which could have a material andadverse effect on the market value of our common stock.Under accounting principles generally accepted in the United States of America, we record the market value of our common stock or other form ofconsideration issued in connection with an acquisition as the cost of acquiring the company or business. We have allocated that cost to the individual assetsacquired and liabilities assumed, including various identifiable intangible assets such as acquired technology, acquired trade names and acquired customerrelationships based on their respective fair values. Our estimates of fair value are based upon assumptions believed to be reasonable, but which are inherentlyuncertain. After we complete an acquisition, the following factors could result in material charges and may adversely affect our operating results and cashflows:•costs incurred to combine the operations of businesses we acquire, such as transitional employee expenses and employee retention,redeployment or relocation expenses;•impairment of goodwill or intangible assets;•amortization of intangible assets acquired;•a reduction in the useful lives of intangible asset acquired;•identification of or changes to assumed contingent liabilities, both income tax and non-income tax related after our finaldetermination of the amounts for these contingencies or the conclusion of the measurement period (generally up to one year fromthe acquisition date), whichever comes first;•charges to our operating results to eliminate certain duplicative pre-merger activities, to restructure our operations or to reduce ourcost structure;•charges to our operating results resulting from expenses incurred to effect the acquisition; and•charges to our operating results due to the expensing of certain stock awards assumed in an acquisition.Intangible assets are generally amortized over a five to fifteen year period. Goodwill is not subject to amortization but is subject to an impairmentanalysis, at least annually, which may result in an impairment charge if the carrying value exceeds its implied fair value. As of September 30, 2014, we hadidentified intangible assets of approximately $0.9 billion, net of accumulated amortization, and goodwill of approximately $3.4 billion. In addition,purchase accounting limits our ability to recognize certain revenue that otherwise would have been recognized by the acquired company as an independentbusiness. As a result, the combined company may delay revenue recognition or recognize less revenue than we and the acquired company would haverecognized as independent companies.11Table of ContentsCurrent uncertainty in the global financial markets and the global economy may negatively affect our financial results.Our investment portfolio, which primarily includes investments in money market funds, is generally subject to credit, liquidity, counterparty, market andinterest rate risks that may be exacerbated by the recent global financial crisis. If the banking system or the fixed income, credit or equity markets deteriorateor remain volatile, our investment portfolio may be impacted and the values and liquidity of our investments could be adversely affected.Impairment of our intangible assets could result in significant charges that would adversely impact our future operating results.We have significant intangible assets, including goodwill and intangibles with indefinite lives, which are susceptible to valuation adjustments as a resultof changes in various factors or conditions. The most significant intangible assets are customer relationships, patents and core technology, completedtechnology and trademarks. Customer relationships are amortized on an accelerated basis based upon the pattern in which the economic benefits of customerrelationships are being utilized. Other identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. We assess thepotential impairment of intangible assets on an annual basis, as well as whenever events or changes in circumstances indicate that the carrying value may notbe recoverable. Factors that could trigger an impairment of such assets include the following:•significant underperformance relative to historical or projected future operating results;•significant changes in the manner of or use of the acquired assets or the strategy for our overall business;•significant negative industry or economic trends;•significant decline in our stock price for a sustained period;•changes in our organization or management reporting structure that could result in additional reporting units, which may requirealternative methods of estimating fair values or greater disaggregation or aggregation in our analysis by reporting unit; and•a decline in our market capitalization below net book value.Future adverse changes in these or other unforeseeable factors could result in an impairment charge that would impact our results of operations andfinancial position in the reporting period identified.Tax matters may cause significant variability in our financial results.Our businesses are subject to income taxation in the U.S., as well as in many tax jurisdictions throughout the world. Tax rates in these jurisdictions maybe subject to significant change. Our effective income tax rate can vary significantly between periods due to a number of complex factors including, but notlimited to: (i) projected levels of taxable income; (ii) pre-tax income being lower than anticipated in countries with lower statutory rates or higher thananticipated in countries with higher statutory rates; (iii) increases or decreases to valuation allowances recorded against deferred tax assets; (iv) tax auditsconducted by various tax authorities; (v) adjustments to income taxes upon finalization of income tax returns; (vi) the ability to claim foreign tax credits;(vii) the repatriation of non-U.S. earnings for which we have not previously provided for income taxes and (viii) changes in tax law and its interpretation. Ifour effective tax rate increases, our operating results and cash flow could be adversely affected.Our sales to government clients subject us to risks, including early termination, audits, investigations, sanctions and penalties.We derive a portion of our revenues and bookings from contracts with the United States government, as well as various state and local governments, andtheir respective agencies. Government contracts are generally subject to audits and investigations which could identify violations of these agreements.Government contract violations could result in a range of consequences including, but not limited to, contract price adjustments, civil and criminal penalties,contract termination, forfeiture of profit and/or suspension of payment, and suspension or debarment from future government contracts. We could also sufferserious harm to our reputation if we were found to have violated the terms of our government contracts.The failure to successfully maintain the adequacy of our system of internal control over financial reporting could have a material adverse impact onour ability to report our financial results in an accurate and timely manner.The SEC, as directed by Section 404 of the Sarbanes-Oxley Act of 2002, adopted rules requiring public companies to include a report of management oninternal control over financial reporting in their annual reports on Form 10-K that contains an assessment by management of the effectiveness of our internalcontrol over financial reporting. In addition, our independent registered public accounting firm must attest to and report on the effectiveness of our internalcontrol over financial reporting. Any failure in the effectiveness of our system of internal control over financial reporting could have a material adverseimpact on our ability to12Table of Contentsreport our financial statements in an accurate and timely manner, could subject us to regulatory actions, civil or criminal penalties, shareholder litigation, orloss of customer confidence, which could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability ofour financial statements, which ultimately could negatively impact our stock price.Risks Related to Our Intellectual Property and TechnologyUnauthorized use of our proprietary technology and intellectual property could adversely affect our business and results of operations.Our success and competitive position depend in large part on our ability to obtain and maintain intellectual property rights protecting our products andservices. We rely on a combination of patents, copyrights, trademarks, service marks, trade secrets, confidentiality provisions and licensing arrangements toestablish and protect our intellectual property and proprietary rights. Unauthorized parties may attempt to copy aspects of our products or to obtain, license,sell or otherwise use information that we regard as proprietary. Policing unauthorized use of our products is difficult and we may not be able to protect ourtechnology from unauthorized use. Additionally, our competitors may independently develop technologies that are substantially the same or superior to ourtechnologies and that do not infringe our rights. In these cases, we would be unable to prevent our competitors from selling or licensing these similar orsuperior technologies. In addition, the laws of some foreign countries do not protect our proprietary rights to the same extent as the laws of the United States.Although the source code for our proprietary software is protected both as a trade secret and as a copyrighted work, litigation may be necessary to enforce ourintellectual property rights, to protect our trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims ofinfringement or invalidity. Litigation, regardless of the outcome, can be very expensive and can divert management efforts.Third parties have claimed and may claim in the future that we are infringing their intellectual property, and we could be exposed to significantlitigation or licensing expenses or be prevented from selling our products if such claims are successful.From time to time, we are subject to claims that we or our customers may be infringing or contributing to the infringement of the intellectual propertyrights of others. We may be unaware of intellectual property rights of others that may cover some of our technologies and products. If it appears necessary ordesirable, we may seek licenses for these intellectual property rights. However, we may not be able to obtain licenses from some or all claimants, the terms ofany offered licenses may not be acceptable to us, and we may not be able to resolve disputes without litigation. Any litigation regarding intellectual propertycould be costly and time-consuming and could divert the attention of our management and key personnel from our business operations. Third partyintellectual property disputes could subject us to significant liabilities, require us to enter into royalty and licensing arrangements on unfavorable terms,prevent us from manufacturing or licensing certain of our products, cause severe disruptions to our operations or the markets in which we compete, or requireus to satisfy indemnification commitments with our customers including contractual provisions under various license arrangements. Any of these couldseriously harm our business.Our software products may have bugs, which could result in delayed or lost revenue and bookings, expensive correction, liability to our customers andclaims against us.Complex software products such as ours may contain errors, defects or bugs. Defects in the solutions or products that we develop and sell to ourcustomers could require expensive corrections and result in delayed or lost revenue and bookings, adverse customer reaction and negative publicity about usor our products and services. Customers who are not satisfied with any of our products may also bring claims against us for damages, which, even ifunsuccessful, would likely be time-consuming to defend, and could result in costly litigation and payment of damages. Such claims could harm ourreputation, financial results and competitive position.Risks Related to our Corporate Structure, Organization and Common StockThe market price of our common stock has been and may continue to be subject to wide fluctuations, and this may make it difficult for you to resell thecommon stock when you want or at prices you find attractive.Our stock price historically has been, and may continue to be, volatile. Various factors contribute to the volatility of our stock price, including, forexample, quarterly variations in our financial results, new product introductions by us or our competitors and general economic and market conditions. Salesof a substantial number of shares of our common stock by our largest stockholders, or the perception that such sales could occur, could also contribute to thevolatility or our stock price. While we cannot predict the individual effect that these factors may have on the market price of our common stock, these factors,either individually or in the aggregate, could result in significant volatility in our stock price during any given period of time. Moreover, companies thathave experienced volatility in the market price of their stock often are subject to securities class action litigation. If we were the subject of such litigation, itcould result in substantial costs and divert management's attention and resources.13Table of ContentsThe holdings of our largest stockholder may enable them to influence matters requiring stockholder approval.As of September 30, 2014, High River Limited Partnership, Hopper Investments LLC, Barberry Corp., Icahn Partners LP, Icahn Partners Master Fund LP,Icahn Partners Master Fund II LP, Icahn Partners Master Fund III LP, Icahn Enterprises G.P. Inc., Icahn Enterprises Holdings L.P., IPH GP LLC, Icahn CapitalLP, Icahn Onshore LP, Icahn Offshore LP, and Beckton Corp. (collectively, the “Icahn Group”), beneficially owned approximately 19% of the outstandingshares of our common stock. Brett Icahn and David Schechter of the Icahn Group have been appointed as directors of the Company. Because of its largeholdings of our capital stock relative to other stockholders, the Icahn Group has a strong influence over matters requiring approval by our stockholders.Our business could be negatively affected as a result of the actions of activist stockholders.Responding to actions by activist stockholders can be costly and time-consuming, disrupting our operations and diverting the attention of managementand our employees. Furthermore, any perceived uncertainties as to our future direction could result in the loss of potential business opportunities, and maymake it more difficult to attract and retain qualified personnel and business partners.Future sales of our common stock in the public market could adversely affect the trading price of our common stock and our ability to raise funds in newstock offerings.Future sales of substantial amounts of our common stock in the public market, or the perception that such sales could occur, could adversely affectprevailing trading prices of our common stock and could impair our ability to raise capital through future offerings of equity or equity-related securities. Inconnection with past acquisitions, we issued a substantial number of shares of our common stock as transaction consideration. We may continue to issueequity securities for future acquisitions, which would dilute existing stockholders, perhaps significantly depending on the terms of such acquisitions. Noprediction can be made as to the effect, if any, that future sales of shares of common stock, or the availability of shares of common stock for future sale, willhave on the trading price of our common stock.We have implemented anti-takeover provisions, which could discourage or prevent a takeover, even if an acquisition would be beneficial to ourstockholders.Provisions of our certificate of incorporation, bylaws and Delaware law, as well as other organizational documents could make it more difficult for a thirdparty to acquire us, even if doing so would be beneficial to our stockholders. These provisions include:•authorized “blank check” preferred stock;•prohibiting cumulative voting in the election of directors;•limiting the ability of stockholders to call special meetings of stockholders;•requiring all stockholder actions to be taken at meetings of our stockholders; and•establishing advance notice requirements for nominations of directors and for stockholder proposals.In addition, we have adopted a stockholder rights plan, also called a poison pill, that may have the effect of discouraging or preventing a change ofcontrol by, among other things, making it uneconomical for a third party to acquire us without the consent of our Board of Directors.Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.Changing laws, regulations and standards relating to corporate governance and public disclosure, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, new regulations promulgated by the Securities and Exchange Commission and the rules of theNasdaq Marketplace, are resulting in increased general and administrative expenses for companies such as ours. These new or changed laws, regulations andstandards are subject to varying interpretations in many cases, and as a result, their application in practice may evolve over time as new guidance is providedby regulatory and governing bodies, which could result in higher costs necessitated by ongoing revisions to disclosure and governance practices. We arecommitted to maintaining high standards of corporate governance and public disclosure. As a result, we intend to invest resources to comply with evolvinglaws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management time andattention from revenue-generating activities to compliance activities. If our efforts to comply with new or changed laws, regulations and standards differfrom the activities intended by regulatory or governing bodies, our business may be harmed. 14Table of ContentsItem 1B.Unresolved Staff CommentsNone.Item 2.PropertiesOur corporate headquarters are located in Burlington, Massachusetts. As of September 30, 2014, we leased approximately 1.6 million square feet ofbuilding space, primarily in the U.S., and to a lesser extent, in Europe, Canada, Japan and the Asia-Pacific regions. In addition, we own 130,000 square feet ofbuilding space located in Melbourne, Florida. We lease research and development, and sales and support offices throughout the United States and maintainleased facilities in various countries around the world. Larger leased sites include properties located in Montreal, Quebec, Sunnyvale, California andBangalore, India.As of September 30, 2014, we also lease space in specialized data centers in Massachusetts, Texas, United Kingdom and smaller facilities around theworld.We believe our existing facilities and equipment, which are used by all of our operating segments, are in good operating condition and are suitable forthe conduct of our business.Item 3.Legal ProceedingsLike many companies in the software industry, we have, from time to time, been notified of claims that we may be infringing on, or contributing to theinfringement of, the intellectual property rights of others. These claims have been referred to counsel, and they are in various stages of evaluation andnegotiation. If it appears necessary or desirable, we may seek licenses for these intellectual property rights. There is no assurance that licenses will be offeredby all claimants, that the terms of any offered licenses will be acceptable to us or that the dispute will be resolved without litigation, which may be timeconsuming and expensive, and may result in injunctive relief or the payment of damages by us.Item 4.Mine Safety DisclosuresNot applicable.15Table of ContentsPART IIItem 5.Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesMarket InformationOur common stock is traded on the NASDAQ Global Select Market under the symbol “NUAN”. The following table sets forth, for our fiscal quartersindicated, the high and low sales prices of our common stock, in each case as reported on the NASDAQ Global Select Market. Low HighFiscal 2013 First quarter$19.99 $25.33Second quarter18.00 24.85Third quarter18.05 23.38Fourth quarter17.90 20.01Fiscal 2014: First quarter13.00 19.03Second quarter14.59 17.29Third quarter14.95 19.61Fourth quarter14.87 18.94HoldersAs of October 31, 2014, there were 736 stockholders of record of our common stock. Because many of our shares of common stock are held by brokersand other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.Dividend PolicyWe have never declared or paid any cash dividends on our common stock. We currently expect to retain future earnings, if any, to finance the growthand development of our business, or to purchase common stock under our share repurchase program and do not anticipate paying any cash dividends in theforeseeable future. Furthermore, the terms of our credit facility place restrictions on our ability to pay dividends, except for stock dividends.Issuer Purchases of Equity Securities On April 30, 2013, we announced a share repurchase program for up to $500 million of our outstanding shares of common stock. The plan has noexpiration date. There were no repurchases under the program during the three months ended September 30, 2014. Approximately $289.2 million remainedavailable for stock repurchases as of September 30, 2014.For the majority of restricted stock units granted to employees, the number of shares issued on the date the restricted stock units vest is net of theminimum statutory income withholding tax requirements that we pay in cash to the applicable taxing authorities on behalf of our employees. We do notconsider these transactions to be common stock repurchases.Unregistered Sales of Equity Securities and Use of ProceedsOn June 1, 2014, we issued 234,375 shares of our common stock to International Business Machines Corporation as consideration for a collaborationagreement. The shares were issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, provided bySection 4(2) thereof because the issuance did not involve a public offering.16Table of ContentsItem 6.Selected Consolidated Financial DataThe following selected consolidated financial data is not necessarily indicative of the results of future operations and should be read in conjunctionwith “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notesincluded elsewhere in this Annual Report on Form 10-K. Fiscal Year Ended September 30,(Dollars in millions, except per share amounts)2014 2013 2012 2011 2010Operations: Total revenues$1,923.5 $1,855.3 $1,651.5 $1,318.7 $1,118.9Gross profit1,079.1 1,088.7 1,046.6 818.9 709.6(Loss) income from operations(21.4) 48.5 126.2 52.6 32.9(Benefit) provision for income taxes(4.7) 18.6 (141.8) (8.2) 18.0Net (loss) income$(150.3) $(115.2) $207.1 $38.2 $(19.1)Net (Loss) Income Per Share Data: Basic$(0.47) $(0.37) $0.67 $0.13 $(0.07)Diluted$(0.47) $(0.37) $0.65 $0.12 $(0.07)Weighted average common sharesoutstanding: Basic316.9 313.6 306.4 302.3 287.4Diluted316.9 313.6 320.8 316.0 287.4Financial Position: Cash and cash equivalents and marketablesecurities$588.2 $846.8 $1,129.8 $478.5 $550.0Total assets5,820.3 5,958.6 5,799.0 4,095.3 3,769.7Long-term debt, net of current portion2,127.4 2,108.1 1,735.8 853.0 851.0Total deferred revenue548.1 414.6 315.1 276.0 218.9Total stockholders’ equity2,582.0 2,638.0 2,728.3 2,493.4 2,297.2Selected Data and Ratios: Working capital$522.5 $604.3 $736.5 $379.9 $459.2Depreciation of property and equipment51.7 39.8 31.7 27.6 21.6Amortization of intangible assets170.1 168.8 155.5 143.3 135.6Gross margin percentage56.1% 58.7% 63.4% 62.1% 63.4%Item 7.Management's Discussion and Analysis of Financial Condition and Results of OperationsThe following Management’s Discussion and Analysis is intended to help the reader understand the results of operations and financial condition ofour business. Management’s Discussion and Analysis is provided as a supplement to, and should be read in conjunction with, our consolidated financialstatements and the accompanying notes to the consolidated financial statements.Trends in Our BusinessWe are a leading provider of voice and language solutions for businesses and consumers around the world. Our solutions are used in the healthcare,mobile, consumer, enterprise customer service, and imaging markets. We are seeing several trends in our markets, including (i) the growing adoption ofcloud-based, connected services and highly interactive mobile applications, (ii) deeper integration of virtual assistant capabilities and services, and (iii) thecontinued expansion of our core technology portfolio from speech recognition to natural language understanding, semantic processing, domain-specificreasoning, dialog management capabilities and biometric speaker identification.•Healthcare. Trends in our healthcare business include continuing customer preference for hosted solutions and other time-based licenses, andincreasing interest in the use of mobile devices to access healthcare systems and records. We continue to see strong demand for transactions whichinvolve the sale and delivery of both software and non-software related services or products, as well as transactions which involve the sale ofmultiple solutions, such as both hosted17Table of Contentstranscription services and Dragon Medical licenses. Although the volume processed in our hosted transcription services has steadily increased dueto the expanding customer base, we have experienced some erosion in lines processed when customers adopt electronic medical record (EMR)systems, and when in some cases customers use our licensed Dragon Medical product to support input into the EMR. We believe an importanttrend in the healthcare market is the desire to improve efficiency in the coding and revenue cycle management process. Our solutions reduce costsby increasing automation of this important workflow, and also enable hospitals to improve documentation used to support billings. In addition toimproved efficiency, there is an impending change in the industry coding standard from ICD-9 to ICD-10, which will significantly increase thenumber of possible codes, and therefore, increase the complexity of this process, which in turn reinforces our customers' desire for improvedefficiency. We are investing to expand our product set to address the various healthcare opportunities, including deeper integration with ourclinical documentation solutions, as well as expand our international capabilities, and reduce our time from contract signing to initiation ofbillable services.•Mobile and Consumer. Trends in our mobile and consumer segment include device manufacturers requiring custom applications to deliver uniqueand differentiated products such as virtual assistants, broadening keyboard technologies to take advantage of touch screens, increasing hands-freecapabilities on cell phones and in automobiles, the adoption of our technology on a broadening scope of devices, such as televisions, set-topboxes, e-book readers, tablet and laptop computers, cameras and third-party applications and away from consumer software. The more powerfulcapabilities of mobile devices require us to supply a broader set of technologies to support the increasing scope and complexity of the solutions.These technologies include cloud-based speech recognition, natural language understanding, dialog management, text-to-speech and enhancedtext input, where the complexity of the technologies allow us to charge a higher price. Within given levels of our technology set, we have seenpricing pressures from our OEM partners in our mobile handset business. We continue to see strong demand involving the sale and delivery of bothsoftware and non-software related services, as well as products to help customers define, design and implement increasingly robust and complexcustom solutions such as virtual assistants. We continue to see an increasing proportion of revenue from on-demand and transactional arrangementsas opposed to traditional upfront licensing of our mobile products and solutions. Although this has a negative impact on near-term revenue, webelieve this model will build stronger and more predictable revenues over time. We are investing to increase our capabilities and capacity to helpdevice manufacturers build custom applications, to increase the capacity of our data centers, to increase the number, kinds and capacity of networkservices, to enable developers to access our technology, and to expand both awareness and channels for our direct-to-consumer products.•Enterprise. Trends in our enterprise business include increasing interest in the use of mobile applications and web sites to access customer caresystems and records, voice-based authentication of users, increasing interest in coordinating actions and data across customer care channels, andthe ability of a broader set of hardware providers and systems integrators to serve the market. In fiscal 2014, revenues and bookings from on-demand solutions increased significantly, as a growing proportion of customers chose our cloud-based solutions for call center, Web and mobilecustomer care solutions. We expect these trends to continue in fiscal 2015. We are investing to expand our product set to address theseopportunities, to increase efficiency of our hosted applications, expand our capabilities and capacity to help customers build custom applications,and broaden our relationships with new hardware and systems integrator partners serving the market.•Imaging. The imaging market is evolving to include more networked solutions, mobile access to networked solutions, multi-function devices, andaway from packaged software. We expect to expand our traditional packaged software sales with subscription versions. We are investing to improvemobile access to our networked products, expand our distribution channels and embedding relationships, and expand our language coverage.Confronted by dramatic increases in electronic information, consumers, business personnel and healthcare professionals must use a variety of resourcesto retrieve information, transcribe patient records, conduct transactions and perform other job-related functions. We believe that the power of our solutionscan transform the way people use the Internet, telecommunications systems, electronic medical records, wireless and mobile networks and related corporateinfrastructure to conduct business.StrategyIn fiscal 2015, we will continue to focus on growth by providing market-leading, value-added solutions for our customers and partners through a broadset of technologies, service offerings and channel capabilities. We have increased our focus on operating efficiencies, expense and hiring discipline andacquisition synergies to improve gross margins and operating margins. We intend to continue to pursue growth through the following key elements of ourstrategy:18Table of Contents•Extend Technology Leadership. Our solutions are recognized as among the best in their respective categories. We intend to leverage our globalresearch and development organization, and our broad portfolio of technologies, applications and intellectual property to foster technologicalinnovation and to maintain customer preference for our solutions. We also intend to continue to invest in our engineering resources and to seeknew technological advancements that further expand the addressable markets for our solutions.•Broaden Expertise in Vertical Markets. Businesses are increasingly turning to us for comprehensive solutions rather than for a single technologyproduct. We intend to broaden our expertise and capabilities to continue to deliver targeted solutions for a range of industries including mobiledevice manufacturers, healthcare, telecommunications, financial services and government administration. We also intend to expand our globalsales and professional services capabilities to help our customers and partners design, integrate and deploy innovative solutions.•Increase Subscription and Transaction Based Recurring Revenue. We intend to increase our subscription and transaction based offerings in all ofour segments. This will enable us to deliver applications that our customers use, and pay for, on a repeat basis, providing us with the opportunity toenjoy the benefits of recurring revenue streams.•Expand Global Presence. We intend to further expand our international resources to better serve our global customers and partners and to leverageopportunities in established markets such as Europe, and also emerging markets within Asia and Latin America. We continue to add regional salesemployees across geographic regions to better address demand for voice and language based solutions and services.•Pursue Strategic Acquisitions and Partnerships. We have selectively pursued strategic acquisitions to expand our technology, solutions andresources, and to complement our organic growth. We use these acquisitions to deliver enhanced value to our customers, partners, employees andshareholders. We intend to continue to pursue acquisitions that enhance our solutions, serve specific vertical markets and strengthen ourtechnology portfolio. We have, however, recently slowed the pace and reduced the size of acquisitions to focus our resources more on drivingorganic growth. We also have formed key partnerships with other important companies in our markets of interest, and intend to continue to do so inthe future where it will enhance the value of our business.Key MetricsIn evaluating the financial condition and operating performance of our business, management focuses on revenue, net (loss) income, gross margins,operating margins, cash flow from operations and deferred revenue. A summary of these key financial metrics for the fiscal year ended September 30, 2014, ascompared to the fiscal year ended September 30, 2013, is as follows:•Total revenue increased by $68.2 million to $1,923.5 million;•Net loss increased by $35.1 million to a loss of $150.3 million;•Gross margins decreased by 2.6 percentage points to 56.1%;•Operating margins decreased by 3.7 percentage points to (1.1)%;•Cash provided by operating activities for the fiscal year ended September 30, 2014 was $358.1 million, a decrease of $36.9 million from the priorfiscal year;•Deferred revenue increased 32.2% to $548.1 million reflecting the continued shift to more long-term recurring revenue; and•Total recurring revenue represented 63.9% and 58.6% of total revenue in fiscal 2014 and 2013, respectively. Total recurring revenue represents thesum of recurring product and licensing, on-demand, and maintenance and support revenues as well as the portion of professional services revenuethat is delivered under ongoing subscription contracts.In addition to the above key financial metrics, we also focus on certain operating metrics. A summary of these key operating metrics as of and for theperiod ended September 30, 2014 is as follows:•Annualized line run-rate in our on-demand healthcare solutions increased 6% from one year ago to approximately 5.4 billion lines per year. Theannualized line run-rate is determined using billed equivalent line counts in a given quarter, multiplied by four;•Bookings increased 27% from one year ago to $2.4 billion. Bookings growth was led by our automotive and Enterprise on-demand offerings, offsetby lower bookings in our Mobile Handset and Enterprise on-premises offerings. Bookings represent the estimated gross revenue value oftransactions at the time of contract execution, except for maintenance19Table of Contentsand support offerings. For fixed price contracts, the bookings value represents the gross total contract value. For contracts where revenue is basedon transaction volume, the bookings value represents the contract price multiplied by the estimated future transaction volume during the contractterm, whether or not such transaction volumes are guaranteed under a minimum commitment clause. Actual results could be different than ourinitial estimate. The maintenance and support bookings value represents the amounts billed in the period the customer is invoiced. Because of theinherent estimates required to determine bookings and the fact that the actual resultant revenue may differ from our initial bookings estimates, weconsider bookings one indicator of potential future revenue and not as an arithmetic measure of backlog;•Estimated three-year value of on-demand contracts increased 8% from one year ago to approximately $2.2 billion. We expect that an increasingportion of our revenue will come from on-demand services. We determine this value as of the end of the period reported, by using our best estimateof three years of anticipated future revenue streams under signed on-demand contracts then in place, whether or not they are guaranteed through aminimum commitment clause. Our best estimate is based on estimates used in evaluating the contracts and determining sales compensation,adjusted for changes in estimated launch dates, actual volumes achieved and other factors deemed relevant. For contracts with an expiration datebeyond three years, we include only the value expected within three years. For other contracts, we assume renewal consistent with historic renewalrates unless there is a known cancellation. Contracts are generally priced by volume of usage and typically have no or low minimum commitments.Actual revenue could vary from our estimates due to factors such as cancellations, non-renewals or volume fluctuations; and•Total recurring revenue represented 63.9% and 58.6% of total revenue in fiscal 2014 and 2013, respectively. Total recurring revenue represents thesum of recurring product and licensing, on-demand, and maintenance and support revenues as well as the portion of professional services revenuethat is delivered under ongoing subscription contracts.RESULTS OF OPERATIONSTotal RevenuesThe following tables show total revenues by product type and revenue by geographic location, based on the location of our customers, in dollars andpercentage change (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Product and licensing$711.0 $753.7 $740.7 (5.7)% 1.8%Professional services and hosting910.9 832.4 674.0 9.4 % 23.5%Maintenance and support301.6 269.2 236.8 12.0 % 13.7%Total Revenues$1,923.5 $1,855.3 $1,651.5 3.7 % 12.3%United States$1,408.3 $1,339.7 $1,175.2 5.1 % 14.0%International515.2 515.6 476.3 (0.1)% 8.3%Total Revenues$1,923.5 $1,855.3 $1,651.5 3.7 % 12.3%Fiscal 2014 Compared to Fiscal 2013The geographic split for fiscal 2014 was 73% of total revenue in the United States and 27% internationally, as compared to 72% of total revenue in theUnited States and 28% internationally for the same period last year. The increase in the proportion of revenue generated domestically was primarily driven byour recent acquisitions, which are primarily located in the United States.Fiscal 2013 Compared to Fiscal 2012The geographic split for fiscal 2013 was 72% of total revenue in the United States and 28% internationally, as compared to 71% of total revenue in theUnited States and 29% internationally for the same period last year. The increase in the proportion of revenue generated domestically was primarily driven byour recent acquisitions, which are primarily located in the United States.20Table of ContentsProduct and Licensing RevenueProduct and licensing revenue primarily consists of sales and licenses of our technology. The following table shows product and licensing revenue, indollars and as a percentage of total revenues (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Product and licensing revenue$711.0 $753.7 $740.7 (5.7)% 1.8%As a percentage of total revenues37.0% 40.6% 44.9% Fiscal 2014 Compared to Fiscal 2013Product and licensing revenue for fiscal 2014 decreased 42.7 million, as compared to fiscal 2013. The decrease consisted of a $42.6 million decrease inMobile and Consumer revenue, a $21.8 million decrease in Enterprise revenue offset by an increase of $22.2 million in Healthcare revenue. The decrease inMobile and Consumer revenue was driven by a $31.5 million decrease in sales of our embedded licenses, resulting from a continuing shift toward on-demandand ratable pricing models, together with a decrease of $11.5 million in Dragon desktop consumer products due to an overall weakness in desktop softwaresales. The decrease in Enterprise revenues was primarily driven by lower sales of on-premise solutions. The increase in Healthcare revenue, included a $13.7million increase in sales of our Clintegrity solutions, together with an $11.3 million increase in sales of Dragon Medical licenses.As a percentage of total revenue, product and licensing revenue decreased from 40.6% to 37.0% for the year ended September 30, 2014. This decreasewas driven by lower sales of embedded licenses in our Mobile and Consumer segment, resulting from a continuing shift toward on-demand and hostingservices. Within product and licensing revenue, we are also seeing more term-based, subscription and transactional pricing models, which are recognized overtime. In addition, the decrease includes the impact of our recent acquisitions, which have a higher proportion of on-demand hosting revenue.Fiscal 2013 Compared to Fiscal 2012Product and licensing revenue for fiscal 2013 increased $13.0 million, as compared to fiscal 2012. The increase consisted of a $55.0 million increase inHealthcare revenue primarily driven by sales of our Clintegrity solutions from our recent acquisitions. This was offset by a $45.3 million decrease in Mobileand Consumer licensing revenue driven by lower sales of embedded licenses in handset and other consumer electronics resulting from continuing shifttoward on-demand and ratable pricing models.As a percentage of total revenue, product and licensing revenue decreased from 44.9% to 40.6%. This decrease is driven by lower sales of embeddedlicenses in handset and other consumer electronics in our Mobile and Consumer segment, resulting from a continuing shift toward on-demand and ratablepricing models. In addition, the decrease included the impact of our Healthcare acquisitions in fiscal 2012 and 2013, which have a higher proportion of on-demand hosting revenue.Professional Services and Hosting RevenueProfessional services revenue primarily consists of consulting, implementation and training services for customers. Hosting revenue primarily relates todelivering on-demand hosted services, such as medical transcription, automated customer care applications, voice message transcription, and mobileinfotainment, search and transcription, over a specified term. The following table shows professional services and hosting revenue, in dollars and as apercentage of total revenues (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Professional services and hosting revenue$910.9 $832.4 $674.0 9.4% 23.5%As a percentage of total revenues47.3% 44.9% 40.8% Fiscal 2014 Compared to Fiscal 2013Professional services and hosting revenue for fiscal 2014 increased $78.5 million, as compared to fiscal 2013. The increase included a $42.6 millionincrease in Enterprise revenue primarily driven by our recent acquisitions. Healthcare revenue increased $18.6 million driven by a $12.1 million increase inrevenues from our Clintegrity product line and a $6.4 million increase in revenues from our Clinical Documentation Solutions. The revenue increase in ourClinical Documentation Solutions included $18.1 million of revenues from acquisitions, partially offset by the negative impact from the continued erosionresulting from customers' migration to electronic medical records.21Table of ContentsAs a percentage of total revenue, professional services and hosting revenue increased from 44.9% to 47.3% for the year ended September 30, 2014. Thisincrease was driven by our recent Healthcare and Enterprise acquisitions, which have a higher proportion of professional services and hosting revenue. Theincrease also includes the continuing shift toward on-demand and hosting services in our Mobile and Consumer segment.Fiscal 2013 Compared to Fiscal 2012Professional services and hosting revenue for fiscal 2013 increased $158.4 million, as compared to fiscal 2012. The increase consisted of a$135.4 million increase in Healthcare revenue primarily driven by transactional volume growth in our on-demand solutions, of which $126.9 million was dueto our acquisitions closed during fiscal 2012 and 2013. Mobile and Consumer revenue increased $25.9 million, including a $19.2 million increase driven bytransactional volume growth in our connected mobile services, and an $8.3 million increase in professional services to support the custom design andimplementation of next-generation mobile solutions in automobiles, handsets and other consumer electronics.As a percentage of total revenue, professional services and hosting revenue increased from 40.8% to 44.9%. This increase was driven by our Healthcareacquisitions in fiscal 2012 and 2013, which have a higher proportion of on-demand hosting revenue. The increase also includes the continuing shift towardon-demand and ratable pricing models in our handset and other consumer electronics sales in our Mobile and Consumer segment.Maintenance and Support RevenueMaintenance and support revenue primarily consists of technical support and maintenance services. The following table shows maintenance andsupport revenue, in dollars and as a percentage of total revenues (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Maintenance and support revenue$301.6 $269.2 $236.8 12.0% 13.7%As a percentage of total revenues15.7% 14.5% 14.3% Fiscal 2014 Compared to Fiscal 2013Maintenance and support revenue for fiscal 2014 increased $32.3 million, as compared to fiscal 2013. The increase was driven by strong maintenancerenewals in all of our segments, including an increase of $11.5 million in Imaging revenue, a $10.8 million increase in Healthcare revenue driven by sales ofDragon Medical solutions, together with an increase of $8.7 million in Enterprise revenue.Fiscal 2013 Compared to Fiscal 2012Maintenance and support revenue for fiscal 2013 increased $32.4 million, as compared to fiscal 2012, primarily driven by a $14.8 million increase inHealthcare revenue resulting from growth in sales of our Dragon Medical solutions, a $7.9 million increase in Enterprise revenue, driven by strongmaintenance renewals and licenses bookings in prior periods, and a $5.4 million increase in Imaging revenue.COSTS AND EXPENSESCost of Product and Licensing RevenueCost of product and licensing revenue primarily consists of material and fulfillment costs, manufacturing and operations costs and third-party royaltyexpenses. The following table shows the cost of product and licensing revenue, in dollars and as a percentage of product and licensing revenue (dollars inmillions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Cost of product and licensing revenue$97.6 $99.4 $74.8 (1.8)% 32.9%As a percentage of product and licensingrevenue13.7% 13.2% 10.1% Fiscal 2014 Compared to Fiscal 2013Cost of product and licensing revenue for fiscal 2014 decreased $1.8 million, as compared to fiscal 2013, primary driven by a $3.5 million reduction inImaging costs due to lower revenues. Mobile and Consumer costs decreased $1.4 million primarily22Table of Contentsdriven by lower sales of our Dragon desktop consumer products. The decrease in costs was offset by a $2.5 million increase in Healthcare costs primarilydriven by higher sales of our Dragon Medical products and Clintegrity solutions. Gross margins decreased 0.5 percentage points, primarily driven by lowerrevenues from higher margin license products in our Enterprise and Mobile and Consumer businesses.Fiscal 2013 Compared to Fiscal 2012Cost of product and licensing revenue for fiscal 2013 increased $24.6 million, as compared to fiscal 2012, primarily due to a $23.2 million increase incost driven by sales of our Clintegrity solutions in our healthcare segment. Gross margin decreased 3.1 percentage points primarily due to a 2.6 percentagepoint impact from higher costs related to our Clintegrity solutions.Cost of Professional Services and Hosting RevenueCost of professional services and hosting revenue primarily consists of compensation for services personnel, outside consultants and overhead, as wellas the hardware, infrastructure and communications fees that support our hosting solutions. The following table shows the cost of professional services andhosting revenue, in dollars and as a percentage of professional services and hosting revenue (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Cost of professional services and hostingrevenue$633.2 $550.9 $424.7 14.9% 29.7%As a percentage of professional services andhosting revenue69.5% 66.2% 63.0% Fiscal 2014 Compared to Fiscal 2013Cost of professional services and hosting revenue for fiscal 2014 increased $82.3 million, as compared to fiscal 2013. The increase was due to a $25.8million increase in Healthcare costs as a result of recent acquisitions and higher transcription related costs. Mobile and Consumer costs increased $24.4million driven by investment in our connected services infrastructure, as we continue to fund an increasing volume of large-scale engagements in our Mobilebusiness, where the demand for advanced, cloud-based services continues to grow. Our Enterprise costs also increased $16.1 million driven by our recentacquisitions. In addition, stock-based compensation expense increased $14.1 million over the prior period. Performance-based awards and annual bonuseswere lower in the prior period as a result of weaker than planned operating results. Gross margins decreased 3.3 percentage points primarily driven byinvestment in our connected services infrastructure in our Mobile business, as well as growth in transcription related costs in our Healthcare segment. Inaddition, increased stock-based compensation expense reduced gross margins by 1.6 percentage points.Fiscal 2013 Compared to Fiscal 2012Cost of professional services and hosting revenue for fiscal 2013 increased $126.2 million, as compared to fiscal 2012. The increase was primarilydriven by a $116.3 million increase in Healthcare costs related to growth in our on-demand solutions, including the impact from our acquisitions closedduring fiscal 2012 and 2013. Gross margin decreased 3.2 percentage points primarily driven by an increased proportion of revenues coming from our on-demand services, including the impact of our acquisitions, as well as growth in labor costs from our hosting and transcription services.Cost of Maintenance and Support RevenueCost of maintenance and support revenue primarily consists of compensation for product support personnel and overhead. The following table showscost of maintenance and support revenue, in dollars and as a percentage of maintenance and support revenue (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2012 vs.2011 % Change 2011 vs.2010Cost of maintenance and support revenue$52.6 $52.7 $45.3 (0.2)% 16.3%As a percentage of maintenance and supportrevenue17.4% 19.6% 19.1% Fiscal 2014 Compared to Fiscal 201323Table of ContentsThe cost of maintenance and support revenue for the year ended September 30, 2014, as compared to the year ended September 30, 2013, wasessentially flat. Gross margins increased 2.2 percentage points driven by cost improvements in all of our businesses.Fiscal 2013 Compared to Fiscal 2012Cost of maintenance and support revenue for fiscal 2013 increased $7.4 million, as compared to fiscal 2012. The increase was primarily due to a $5.5million increase in costs from our acquisitions in the Healthcare and Imaging segments during the period contributing, in part, to the decrease in grossmargin.Research and Development ExpenseResearch and development expense primarily consists of salaries, benefits, and overhead relating to engineering staff as well as third party engineeringcosts. The following table shows research and development expense, in dollars and as a percentage of total revenues (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Research and development expense$338.5 $289.2 $225.4 17.0% 28.3%As a percentage of total revenues17.6% 15.6% 13.6% Fiscal 2014 Compared to Fiscal 2013Research and development expense for fiscal 2014 increased $49.3 million, as compared to fiscal 2013. The increase was primarily attributable to a$35.8 million increase in compensation expense, driven by headcount growth, including additional headcount from our recent acquisitions. We haveincreased investment in research and development to fund cloud-based speech systems and natural language understanding advancement to extend ourtechnology capabilities. In addition, stock-based compensation has increased $12.1 million. Performance-based awards and annual bonuses were lower in theprior year as a result of weaker than planned operating results.Fiscal 2013 Compared to Fiscal 2012Research and development expense for fiscal 2013 increased $63.8 million, as compared to fiscal 2012. The increase was attributable to a $43.6 millionincrease in compensation expense, driven by headcount growth, including additional headcount from our acquisitions during the period, together with a $2.5million increase in stock-based compensation expense.Sales and Marketing ExpenseSales and marketing expense includes salaries and benefits, commissions, advertising, direct mail, public relations, tradeshow costs and other costs ofmarketing programs, travel expenses associated with our sales organization and overhead. The following table shows sales and marketing expense, in dollarsand as a percentage of total revenues (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Sales and marketing expense$424.5 $419.7 $369.2 1.1% 13.7%As a percentage of total revenues22.1% 22.6% 22.4% Fiscal 2014 Compared to Fiscal 2013Sales and marketing expense for fiscal 2014 increased $4.8 million, as compared to fiscal 2013. The increase in sales and marketing expense wasprimarily attributable to a $14.5 million increase in compensation expense, including commission expense. The increase in compensation expense wasdriven primarily by headcount growth, including additional headcount from our recent acquisitions. The increase was offset by a decrease of $4.5 million instock-based compensation expense, a decrease of $3.5 million in marketing and channel program spending and a decrease of $1.5 million in travel expenses.Fiscal 2013 Compared to Fiscal 2012Sales and marketing expense for fiscal 2013 increased $50.5 million, as compared to fiscal 2012. The increase was primarily attributable to a$34.2 million increase in compensation expense, including commission expense, driven primarily by headcount growth, including additional headcountfrom our acquisitions during the period, together with a $3.7 million increase in stock-based compensation expense. Additionally, marketing and channelprogram spending increased $6.9 million to drive revenue24Table of Contentsgrowth as part of demand generation activities during the holiday season in the first quarter of fiscal 2013.General and Administrative ExpenseGeneral and administrative expense primarily consists of personnel costs for administration, finance, human resources, general management, fees forexternal professional advisers including accountants and attorneys, and provisions for doubtful accounts. The following table shows general andadministrative expense, in dollars and as a percentage of total revenues (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012General and administrative expense$184.7 $180.0 $163.3 2.6% 10.2%As a percentage of total revenues9.6% 9.7% 9.9% Fiscal 2014 Compared to Fiscal 2013General and administrative expense for fiscal 2014 increased $4.7 million, as compared to fiscal 2013. The increase was primarily attributable to a$12.1 million increase in stock-based compensation expense offset by lower expense of $5.5 million in professional services fees and $5.0 million incharitable contribution expense. Performance-based awards and annual bonuses were lower in the prior year as a result of weaker than planned operatingresults.Fiscal 2013 Compared to Fiscal 2012General and administrative expense for fiscal 2013 increased $16.7 million, as compared to fiscal 2012. The increase was primarily attributable to a$12.9 million increase in compensation expense, driven primarily by headcount growth including additional headcount from our acquisitions during theperiod. In addition, legal expense increased $11.6 million as a result of increased spending on patent litigation and patent prosecution activities. Theseincreases were offset by a $16.1 million decrease in stock-based compensation due to less expense related to performance-based awards and bonuses resultingfrom lower than expected results in fiscal 2013.Amortization of Intangible AssetsAmortization of acquired patents and core and completed technology are included in cost of revenue and the amortization of acquired customer andcontractual relationships, non-compete agreements, acquired trade names and trademarks, and other intangibles are included in operating expenses. Customerrelationships are amortized on an accelerated basis based upon the pattern in which the economic benefits of the customer relationships are being realized.Other identifiable intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was recorded as follows(dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Cost of revenue$61.0 $63.6 $60.0 (4.1)% 6.0%Operating expense109.1 105.3 95.4 3.6 % 10.4%Total amortization expense$170.1 $168.9 $155.4 0.7 % 8.7%As a percentage of total revenues8.8% 9.1% 9.4% Fiscal 2014 Compared to Fiscal 2013Amortization of intangible assets expense for fiscal 2014 increased $1.2 million, as compared to fiscal 2013. The increase was primarily attributable tothe amortization of acquired intangible assets from our acquisitions during the period that have higher relative allocations of fair value to customerrelationships. The decrease in amortization of intangible assets in our cost of revenue for the year ended September 30, 2014 was primarily attributable tocertain intangible assets becoming fully amortized in the period.25Table of ContentsFiscal 2013 Compared to Fiscal 2012Amortization of intangible assets expense for fiscal 2013 increased $13.5 million, as compared to fiscal 2012. The increase was primarily attributable tothe amortization of acquired customer relationships from our business acquisitions during fiscal 2013 and the second half of fiscal 2012.Based on our balance of amortizable intangible assets as of September 30, 2014, and assuming no impairment or change in useful lives, we expectamortization of intangible assets for fiscal 2015 to be approximately $162.0 million.Acquisition-Related Costs, NetAcquisition-related costs include those costs related to business and other acquisitions, including potential acquisitions. These costs consist of(i) transition and integration costs, including retention payments, transitional employee costs and earn-out payments treated as compensation expense, aswell as the costs of integration-related services provided by third-parties; (ii) professional service fees, including third-party costs related to the acquisition,and legal and other professional service fees associated with disputes and regulatory matters related to acquired entities; and (iii) adjustments to acquisition-related items that are required to be marked to fair value each reporting period, such as contingent consideration, and other items related to acquisitions forwhich the measurement period has ended. Acquisition-related costs were recorded as follows (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012% Change 2014 vs.2013% Change 2013 vs.2012Transition and integration costs$25.3 $28.3 $9.9 (10.6)% 185.9 %Professional service fees9.9 20.4 48.4 (51.5)% (57.9)%Acquisition-related adjustments(11.0) (19.0) 0.4 (42.1)% (4,850.0)%Total Acquisition-related costs, net$24.2 $29.7 $58.7 (18.5)% (49.4)%As a percentage of total revenue1.3% 1.6% 3.6% Fiscal 2014 Compared to Fiscal 2013Acquisition-related costs, net for fiscal 2014 decreased $5.5 million, as compared to fiscal 2013. Professional service fees decreased $10.5 million as aresult of our strategy to slow the pace and reduce the size of acquisitions in fiscal 2014. Included in acquisition-related adjustments for the years endedSeptember 30, 2014 and 2013, is income of $7.7 million and $19.0 million related to the elimination of contingent liabilities established in the originalallocation of purchase price for acquisitions closed in fiscal 2008 and 2007, respectively, following the expiration of the applicable statute of limitations. Asa result, we have eliminated these contingent liabilities, and included the adjustment in acquisition-related costs, net in our consolidated statements ofoperations in the applicable period.Fiscal 2013 Compared to Fiscal 2012Acquisition-related costs, net for fiscal 2013 decreased $29.0 million, as compared to fiscal 2012. The decrease in net expense was driven by income of$19.0 million recognized in fiscal 2013 related to the elimination of contingent liabilities established in the original allocations of purchase price for whichthe measurement period has ended, following the expiration of the applicable statute of limitations. In addition, professional service fees decreased $28.0million due to lower post-acquisition legal and regulatory costs associated with acquisitions in fiscal 2013 as compared to fiscal 2012. These decreases wereoffset by an $18.4 million increase in transition and integration costs attributable to a $12.5 million compensation expense recognized for the contingentearn-out obligation related to our acquisition of JA Thomas, as well as post-acquisition transition costs associated with recently completed acquisitions.Restructuring and Other Charges, NetRestructuring and other charges, net include restructuring expenses together with other expenses that are unusual in nature and are the result ofunplanned events, and arise outside of the ordinary course of continuing operations. Restructuring expensesconsist of employee severance costs and may also include charges for duplicate facilities and other contract termination costs. Other amounts may includegains or losses on non-controlling strategic equity interests, and gains or losses on sales of non-strategic26Table of Contentsassets or product lines. The following table sets forth the activity relating to the restructuring accruals included in Restructuring and Other Charges, net, infiscal 2014, 2013 and 2012 (dollars in millions): PersonnelRelated FacilitiesCosts TotalBalance at September 30, 2011$5.1 $1.0 $6.1Restructuring charges, net6.7 0.4 7.1Non-cash adjustments— — —Cash payments(10.1) (1.3) (11.4)Balance at September 30, 20121.7 0.1 1.8Restructuring charges, net15.3 1.6 16.9Non-cash adjustments(0.5) — (0.5)Cash payments(12.3) (0.5) (12.8)Balance at September 30, 20134.21.2 5.4Restructuring charges, net13.3 3.2 16.5Non-cash adjustment— 0.8 0.8Cash payments(14.3) (3.7) (18.0)Balance at September 30, 2014$3.2 $1.5 $4.7For fiscal 2014, we recorded net restructuring charges of $16.5 million, which included a $13.3 million severance charge related to the elimination ofapproximately 250 personnel across multiple functions, including the impact of eliminating duplicative positions resulting from acquisitions, and $3.2million primarily resulting from the restructuring of facilities that will no longer be utilized.For fiscal 2013, we recorded net restructuring charges of $17.2 million, which included a $14.6 million severance charge related to the elimination ofapproximately 300 personnel across multiple functions. In addition to the restructuring charges, we recorded a net gain of $0.8 million related to the sale oftwo immaterial product lines, which is included in restructuring and other charges, net in our consolidated statements of operations.For fiscal 2012, we recorded net restructuring and other charges of $7.5 million, which included a $6.7 million severance charge related to theelimination of approximately 160 personnel across multiple functions primarily to eliminate duplicative positions resulting from acquisitions.Other (Expense) IncomeOther (expense) income consists of interest income, interest expense, gain (loss) from security price guarantee derivatives, gain (loss) from foreignexchange, and gain (loss) from other non-operating activities. The following table shows other (expense) income, in dollars and as a percentage of totalrevenues (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012Interest income$2.3 $1.6 $2.2 43.8 % (27.3)%Interest expense(132.7) (137.8) (85.3) (3.7)% 61.5 %Other (expense) income, net(3.3) (9.0) 22.2 (63.3)% (140.5)%Total other expense, net$(133.7) $(145.2) $(60.9) As a percentage of total revenue7.0% 7.8% 3.7% Fiscal 2014 Compared to Fiscal 2013Total other expense for fiscal 2014 decreased $11.5 million, as compared to fiscal 2013. The net decrease was driven by a $5.1 million decrease ininterest expense and a $2.2 million decrease in the loss related to our security price guarantees as compared to the prior year.27Table of ContentsFiscal 2013 Compared to Fiscal 2012Interest expense for fiscal 2013 increased $52.5 million, as compared to fiscal 2012. The increase in interest expense was due to the issuance of $700.0million of Senior Notes in the fourth quarter of fiscal 2012, as well as an additional $350.0 million of Senior Notes issued in the first quarter of fiscal 2013.Other (expense) income, net decreased $31.2 million from income of $22.2 million in fiscal 2012 to an expense of $9.0 million in fiscal 2013. This decreaseincluded the impact of the fair value adjustments on our security price guarantees, which resulted in a gain of $8.0 million in fiscal 2012, as compared to aloss of $6.6 million in fiscal 2013, driven by our decreasing stock price in fiscal 2013. Also included in other (expense) income, net in fiscal 2012 was a$13.7 million gain recognized on the original non-controlling equity interest in Vlingo upon the completion of the Vlingo acquisition.(Benefit) Provision for Income TaxesThe following table shows the (benefit) provision for income taxes and the effective income tax rate (dollars in millions): Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013 vs.2012(Benefit) provision for income taxes$(4.7) $18.6 $(141.8) (125.3)% (113.1)%Effective income tax rate3.0% (19.2)% (217.2)% Our effective income tax rate is influenced by the level and mix of earnings and losses by taxing jurisdiction in combination with the applicabledifferences between U.S. and foreign tax rates. Accordingly, changes in the jurisdictional mix of pre-tax income in the current year can result in pre-taxincome being higher or lower than the prior year in countries with lower statutory tax rates, which causes our effective income tax rate to fluctuate. Theimpact of such changes could be meaningful in countries with statutory income tax rates that are significantly lower than the U.S. statutory income tax rate of35%. Our international headquarters is located in Dublin, Ireland and is our principal entity selling to customers in countries outside of North America andJapan. The right to use U.S.-owned intellectual property resides with our Irish headquarters entity. While our Ireland subsidiaries make royalty and otherpayments to the U.S., the majority of profits earned by the Irish entities are retained offshore to fund our future growth in Europe, the Middle East, Africa andthe Asia Pacific regions. In future periods, if our foreign profits grow, we expect substantially all of our income before income taxes from foreign operationswill be earned in Ireland. The statutory rate related to our Ireland profits is lower than the U.S, statutory rate and as a result we would expect our effective taxrate to decrease as profits in Ireland increase.Fiscal 2014 Compared to Fiscal 2013Our effective income tax rate was approximately 3.0% in fiscal 2014, compared to approximately (19.2)% in fiscal 2013. Provision for income taxesdecreased $23.3 million in fiscal 2014 as compared to fiscal 2013. In fiscal 2014, we recorded a release of domestic valuation allowance totaling $31.2million as a result of tax benefits recorded in connection with our acquisitions during the period for which a deferred tax liability was established in purchaseaccounting. In addition, the effective income tax rate in fiscal 2014 was impacted by our foreign operations which are subject to a significantly lower tax ratethan the U.S. statutory tax rate, driven primarily by our subsidiaries in Ireland.Fiscal 2013 Compared to Fiscal 2012Our effective income tax rate was approximately (19.2)% in fiscal 2013, compared to approximately (217.2%) in fiscal 2012. Provision for income taxesincreased $160.4 million in fiscal 2013 as compared to fiscal 2012. In fiscal 2012, we recorded a release of valuation allowance totaling $145.6 million as aresult of tax benefits recorded in connection with our acquisitions during the period for which a net deferred tax liability was established in purchaseaccounting as well as a release of valuation allowance for which it was more likely than not that certain deferred tax assets were realizable. In fiscal 2013, nocomparable benefit was recognized. During the third quarter of fiscal 2013, we determined that we had new negative evidence related to our domesticdeferred tax asset recoverability assessment. This new evidence, resulting from two consecutive quarterly reductions in our earnings forecast during fiscal2013, primarily due to the continuing shift toward on-demand and ratable product offerings and revenue streams, led us to establish a valuation allowanceagainst our net domestic deferred tax assets. This valuation allowance was offset by the tax benefits from our current year domestic losses and credits. We alsorecorded a $10.4 million tax provision representing the establishment of the valuation allowance related to our net domestic deferred tax assets at thebeginning of the year.The effective income tax rate was also impacted by our foreign operations which are subject to a significantly lower tax rate than the U.S. statutory taxrate. This rate differential is driven by our subsidiaries in Ireland. In fiscal 2013, this lower foreign tax rate differential was offset by the impact of the transferof intangible property between certain of our foreign subsidiaries with significantly different local statutory tax rates. Although the transfer of intangibleproperty between consolidated entities did not result in any gain in the consolidated results of operations, we generated a taxable gain in certainjurisdictions. The future tax28Table of Contentsdeductions associated with the amortization of the transferred intangibles will be generated in a jurisdiction that will not generate an offsetting tax benefit infuture periods. (See Note 19 of our Notes to Consolidated Financial Statements).SEGMENT ANALYSISWe operate in, and report financial information for, the following four reportable segments: Healthcare, Mobile and Consumer, Enterprise and Imaging.Segment revenues include certain revenue adjustments related to acquisitions that would otherwise have been recognized but for the purchaseaccounting treatment of the business combinations. Segment revenues also include revenue that we would have otherwise recognized had we not acquiredintellectual property and other assets from the same customer. We include these revenues and the related cost of revenues to allow for more completecomparisons to the financial results of historical operations, forward-looking guidance and the financial results of peer companies and in assessingmanagement performance.Segment profit is an important measure used for evaluating performance and for decision-making purposes. Segment profit reflects the directcontrollable costs of each segment together with an allocation of sales and corporate marketing expenses, and certain research and development project coststhat benefit multiple product offerings. Segment profit represents income from operations excluding stock-based compensation, amortization of intangibleassets, acquisition-related costs, net, restructuring and other charges, net, costs associated with intellectual property collaboration agreements, other income(expense), net and certain unallocated corporate expenses.The following table presents segment results (dollars in millions):Fiscal 2014 Fiscal 2013 Fiscal 2012 % Change 2014 vs.2013 % Change 2013vs. 2012Segment Revenues Healthcare$942.7 $911.6 $669.4 3.4 % 36.2 %Mobile and Consumer451.0 479.2 508.3 (5.9)% (5.7)%Enterprise357.1 323.5 332.0 10.4 % (2.6)%Imaging236.3 243.4 228.4 (2.9)% 6.6 %Total segment revenues$1,987.1 $1,957.7 $1,738.1 1.5 % 12.6 %Less: acquisition related revenue adjustments(63.6) (102.4) (86.6) (37.9)% 18.2 %Total revenues$1,923.5 $1,855.3 $1,651.5 3.7 % 12.3 %Segment Profit Healthcare$340.1 $352.2 $314.9 (3.4)% 11.8 %Mobile and Consumer80.3 143.0 227.6 (43.8)% (37.2)%Enterprise83.6 78.9 90.8 6.0 % (13.1)%Imaging89.1 98.2 91.6 (9.3)% 7.2 %Total segment profit$593.1 $672.3 $724.9 (11.8)% (7.3)%Segment Profit Margin Healthcare36.1% 38.6% 47.0% (2.5) (8.4)Mobile and Consumer17.8% 29.8% 44.8% (12.0) (15.0)Enterprise23.4% 24.4% 27.3% (1.0) (2.9)Imaging37.7% 40.3% 40.1% (2.6) 0.2Total segment profit margin29.8% 34.3% 41.7% (4.5) (7.4)Segment RevenueFiscal 2014 Compared to Fiscal 2013•Healthcare segment revenue increased $31.1 million for the year ended September 30, 2014, as compared to the year ended September 30, 2013.Maintenance and support revenue increased $10.8 million driven by strong renewals related to our Dragon Medical licenses. Product and licensingrevenue increased $10.6 million driven by higher sales in Dragon Medical licenses. Professional services and hosting revenue increased $9.7million due to acquisitions adding $18.829Table of Contentsmillion in revenue, offset by the negative impact from the continued erosion resulting from customers' migration to electronic medical records.•Mobile and Consumer segment revenue decreased $28.2 million for the year ended September 30, 2014, as compared to the year ended September30, 2013. Product and licensing revenue declined $44.6 million, driven primarily by a $33.1 million decrease in embedded license sales in ourhandset business, as our markets and customers continued to shift toward on-demand and ratable pricing models. In addition, there was an $11.5million decrease in sales of our Dragon desktop consumer products due to an overall weakness in desktop software sales. Professional services andhosting revenue increased $15.5 million driven primarily by our recent acquisitions.•Enterprise segment revenue increased $33.6 million for the year ended September 30, 2014, as compared to the year ended September 30, 2013.Professional services and hosting revenue increased $46.8 million driven by our recent acquisitions. Product and licensing revenue decreased$21.8 million as a result of lower sales of our on-premise solutions. Maintenance and support revenue increased $8.6 million driven by strongrenewals related to our on-premise solutions.•Imaging segment revenue decreased $7.1 million for the year ended September 30, 2014, as compared to the year ended September 30, 2013, as aresult of a decrease of $19.7 million in product and licensing revenue due to lower sales of our multi-functional peripheral products as well asreduced demand for packaged software, offset by a $10.2 million increase in maintenance and support revenue.Fiscal 2013 Compared to Fiscal 2012•Healthcare segment revenue increased $242.2 million. Our professional services and hosting revenue increased $149.4 million, primarily due togrowth in on-demand transactional volume, of which $141.3 million of the increase resulted from our acquisitions during fiscal 2012 and 2013.Our product and licensing revenues increased $78.0 million primarily driven by a $66.5 million increase in sales of our Clintegrity solutions fromour recent acquisitions.•Mobile and Consumer segment revenue decreased $29.1 million. Our product and licensing revenue declined $64.1 million, primarily driven bylower sales of embedded licenses in handset and other consumer electronics resulting from a continuing shift toward on-demand and ratable pricingmodels. Our professional services and hosting revenue grew $30.3 million primarily attributable to an increase of $23.4 million in on-demandrevenue driven by transactional volume growth of our connected mobile services, and an $8.6 million increase in professional services to supportthe custom design and implementation of our next generation mobile solutions in automobiles, handsets and other consumer electronics.•Enterprise segment revenue decreased $8.5 million. Our product and licensing revenue declined $16.0 million, driven primarily by lower productand licensing revenue in Europe. Maintenance and support revenue increased $8.1 million driven by strong maintenance renewals from licensebookings in prior periods.•Imaging segment revenue increased $15.0 million. Our product and licensing revenue grew $11.1 million primarily driven by our fiscal 2012 and2013 acquisitions.Segment ProfitFiscal 2014 Compared to Fiscal 2013•Healthcare segment profit for the year ended September 30, 2014 decreased 3.4% from the same period last year, primarily driven by increased costsfrom growth in sales of our on-demand solutions and increased investments in research and development. Segment profit margin decreased 2.5percentage points, from 38.6% for the same period last year to 36.1% during the current period. The decrease in segment profit margin wasprimarily driven by a decrease of 1.6 percentage points in segment gross margin due to higher transcription related costs. In addition, segmentprofit margin decreased 1.3 percentage points due to increased investments in research and development to support innovation and new productlaunches.•Mobile and Consumer segment profit for the year ended September 30, 2014 decreased 43.8% from the same period last year, primarily driven bylower product and licensing revenue, increased costs to support the growth of our on-demand services and increased investments in research anddevelopment. Segment profit margin decreased 12.0 percentage points, from 29.8% for the same period last year to 17.8% during the current period.The decrease in segment profit margin was primarily driven by a 6.7 percentage point decrease in segment gross margin as our markets andcustomers continued to shift from embedded to on-demand solutions, driving increased costs to deploy large custom solutions for key customers, aswell as a 5.6 percentage point increase in research and development spending related to acquisitions and investments to support cloud-basedspeech systems and natural language understanding advancements.30Table of Contents•Enterprise segment profit for the year ended September 30, 2014 increased 6.0% from the same period last year, driven by higher professionalservices and hosting revenues from our recent acquisitions. Segment profit margin decreased 1.0 percentage points, from 24.4% for the same periodlast year to 23.4% in the current period. The decrease in segment profit margin was driven by decline in segment gross margin as a result of lowerproduct and licensing sales.•Imaging segment profit for the year ended September 30, 2014 decreased 9.3% from the same period last year, driven by lower product andlicensing sales. Segment profit margin decreased 2.6 percentage points, from 40.3% for the same period last year to of 37.7% during the currentperiod. The decrease in segment profit margin was primarily driven by increased sales and marketing spending to support new product launches.Fiscal 2013 Compared to Fiscal 2012•Healthcare segment profit in fiscal 2013 increased $37.3 million, or 11.8%, over fiscal 2012, driven primarily by segment revenue growth of 36.2%,partially offset by increased costs from growth in sales of our on-demand solutions and investments in research and development. Segment profitmargin declined 8.4 percentage points from 47.0% in fiscal 2012 to 38.6% in fiscal 2013. This decrease in profit margin was primarily driven bylower segment gross margin of 6.5 percentage points due to pressures in margin resulting from our acquired businesses that have a large servicecomponent, yet are not fully at scale and are at a stage that requires significant infrastructure and labor investments for deployment. In addition,profit margin decreased 1.9 percentage points due to increased investments in research in development to support innovation and productinitiatives.•Mobile and Consumer segment profit in fiscal 2013 decreased $84.6 million, or 37.2%, over fiscal 2012, primarily due to lower product andlicensing revenue and increased investments in research and development. Segment profit margin declined by 15.0 percentage points, from 44.8%in fiscal 2012 to 29.8% in the current period. This decrease in margin was primarily driven by a 6.2 percentage point increase in research anddevelopment spending to fund cloud-based speech systems and natural language understanding advancements, as well as a 5.8 percentage pointdecrease in segment gross margin due to a shift in revenue mix from product and licensing revenue to on-demand and professional services revenueas well as the costs to deploy large solutions for key customers.•Enterprise segment profit in fiscal 2013 decreased $11.9 million, or 13.1%, over fiscal 2012, driven primarily by lower product and licensingrevenue in Europe and higher selling expenses. Segment profit margin decreased 2.9 percentage points from 27.3% in fiscal 2012 to 24.4% in fiscal2013. This decrease in margin was primarily driven by higher sales and marketing expenses, which reduced margins by 3.5 percentage points, offsetby gross margin improvement of 0.7 percentage points due to cost-saving measures during the period.•Imaging segment profit in fiscal 2013 increased $6.6 million, or 7.2%, over fiscal 2012, driven primarily by growth in revenue from ouracquisitions in fiscal 2012 and 2013. Segment profit margin of 40.3% in 2013 was relatively flat as compared to fiscal 2012.LIQUIDITY AND CAPITAL RESOURCESCash and cash equivalents and marketable securities totaled $588.2 million as of September 30, 2014, a decrease of $258.6 million as compared to$846.8 million as of September 30, 2013. Our working capital at September 30, 2014 was $522.5 million compared to $604.3 million of working capital atSeptember 30, 2013. Cash and cash equivalents and marketable securities held by our international operations totaled $71.5 million and $65.8 million atSeptember 30, 2014 and 2013, respectively. We expect the cash held overseas will continue to be used for our international operations and therefore do notanticipate repatriating these funds. If we were to repatriate these amounts, we do not believe that the resulting withholding taxes payable would have amaterial impact on our liquidity. As of September 30, 2014, our total accumulated deficit was $530.6 million. We do not expect our accumulated deficit toimpact our future ability to operate the business given our strong cash and operating cash flow positions.We believe our current cash and cash equivalents are sufficient to meet our operating needs for at least the next twelve months.31Table of ContentsCash provided by operating activitiesFiscal 2014 Compared to Fiscal 2013Cash provided by operating activities for fiscal 2014 was $358.1 million, a decrease of $36.9 million, or 9%, as compared to cash provided by operatingactivities of $395.0 million for fiscal 2013. The net decrease was primarily driven by the following factors:•A decrease of $13.3 million in cash flows resulting from higher net loss, exclusive of non-cash adjustment items;•A decrease of $80.7 million in cash flows generated by changes in working capital excluding deferred revenue; and•Offset by an increase in cash flows of $57.2 million from an overall increase in deferred revenue. The increase in deferred revenue was primarilyattributable to continued growth in new mobile on-demand service offerings where a portion of the fees are collected upfront, and recognized asrevenue over the life of the contract. Healthcare deferred revenue has also increased reflecting the shift to term-based licenses.Fiscal 2013 Compared to Fiscal 2012Cash provided by operating activities for fiscal 2013 was $395.0 million, a decrease of $78.0 million, or 16%, as compared to cash provided byoperating activities of $473.0 million for fiscal 2012. The net decrease was primarily driven by the following factors:•A decrease of $158.5 million in cash flows resulting from higher net loss, exclusive of non-cash adjustment items which includes a decrease indeferred tax benefit of $149.1 million driven by the change in our valuation allowance;•Offset by an increase of $35.6 million in cash flows generated by changes in working capital excluding deferred revenue; and•An increase in cash flows of $45.0 million from an overall increase in deferred revenue. The increase in deferred revenue was primarily attributableto continued growth in Imaging and Healthcare maintenance and support arrangements, new mobile on-demand service offerings where a portion ofthe fees are collected upfront, and the emergence of Healthcare term and subscription software arrangements that are recognized ratably.Cash used in investing activitiesFiscal 2014 Compared to Fiscal 2013Cash used in investing activities for fiscal 2014 was $311.0 million, a decrease of $383.0 million, or 55%, as compared to cash used in investingactivities of $693.9 million for fiscal 2013. The net decrease was primarily driven by the following factors:•A decrease in cash outflows of $354.7 million for business and technology acquisitions; and•Offset by an increase in cash outflows of $23.2 million from purchases of marketable securities and other investments and an increase in cashinflows of $56.2 million from the sales and maturities of marketable securities and other investments.Fiscal 2013 Compared to Fiscal 2012Cash used in investing activities for fiscal 2013 was $693.9 million, a decrease of $230.6 million, or 25%, as compared to cash used in investingactivities of $924.5 million for fiscal 2012. The net decrease was primarily driven by the following factors:•A decrease in cash outflows of $277.3 million for business and technology acquisitions;•A decrease in cash outflows of $7.3 million for capital expenditures; and•Offset by an increase in cash outflows of $24.3 million from purchases of marketable securities and other investments and a reduction in cashinflows of $23.0 million from the sales and maturities of marketable securities and other investments.32Table of ContentsCash used in financing activitiesFiscal 2014 Compared to Fiscal 2013Cash used in financing activities for fiscal 2014 was $307.2 million, an increase of $286.5 million, or 1,387%, as compared to cash used in financingactivities of $20.7 million for fiscal 2013. The net increase was primarily driven by the following factors:•A decrease in cash inflows of $625.2 million from proceeds of debt issuances. Fiscal 2013 activities included proceeds of $351.7 million of SeniorNotes due in 2020 issued in the first quarter of fiscal 2013 together with $277.1 million related to the amendment of our Credit Facility in August2013;•Offset by a decrease in cash outflows of $170.6 million for the payment of long-term debt. The fiscal 2014 activity included the redemption of the2027 Debentures for $250.0 million. Fiscal 2013 activities included payments of $277.1 million related to the amendment of our Credit Facility inAugust 2013 and $143.5 million related to on our term loan in October 2012;•A decrease in cash outflows of $157.9 million related to our share repurchase program. We repurchased 1.6 million shares of our common stock fortotal cash outflows of $26.5 million in fiscal 2014 as compared to 9.8 million shares of our common stock for total cash outflows of $184.4 millionin fiscal 2013.•A decrease in cash outflows of $20.4 million as a result of lower cash payments required to net share settle employee equity awards, due to ourlower stock price during fiscal 2014 as compared to fiscal 2013.Fiscal 2013 Compared to Fiscal 2012Cash used in financing activities for fiscal 2013 was $20.7 million, a decrease of $1,153.7 million, or 102%, as compared to cash provided by financingactivities of $1,133.0 million for fiscal 2012. The net decrease was primarily driven by the following factors:•A decrease in cash inflows of $739.8 million from proceeds of debt issuances. Fiscal 2012 activities included cash inflows of $689.1 million fromthe issuance of the Senior Notes due in 2020, as well as $676.1 million from the issuance of the 2031 Debentures, net of issuance costs and originalissue discount. Fiscal 2013 activities included proceeds of $351.7 million of Senior Notes due in 2020 issued in the first quarter of fiscal 2013together with $277.1 million related to the amendment of our Credit Facility in August 2013;•An increase in cash outflows of $419.0 million for the payment of long-term debt, which includes $277.1 million related to the amendment of ourCredit Facility in August 2013 and the October 2012 payment of $143.5 million on our term loan;•An increase in cash outflows of $10.6 million as a result of higher cash payments required to net share settle employee equity awards, due to anincrease in vesting activities during fiscal 2013 as compared to fiscal 2012; and•Offset by a decrease in cash outflows of $15.6 million related to our share repurchase program. We repurchased 9.8 million shares of our commonstock for total cash outflows of $184.4 million in fiscal 2013 as compared to our repurchase of 8.5 million shares of our common stock for total cashoutflows of $200.0 million in fiscal 2012.Credit Facilities and Debt5.375% Senior Notes due 2020On October 22, 2012, we issued an additional $350.0 million aggregate principal amount of our 5.375% Senior Notes due 2020 (the "Notes"). The Noteswere issued pursuant to an indenture agreement dated August 14, 2012, relating to our existing $700 million aggregate principal amount of 5.375% SeniorNotes due in 2020, issued in the fourth quarter of fiscal 2012. Total proceeds received, net of issuance costs, were $351.7 million. On October 31, 2012, weused $143.5 million of the net proceeds to pay the term loans under the Credit Facility originally maturing in March 2013.On August 14, 2012, we issued $700 million aggregate principal amount of 5.375% Senior Notes due on August 15, 2020, in a private placement. Thenet proceeds from the Notes were approximately $689.1 million, net of issuance costs. The Notes bear interest at 5.375% per year, payable in cash semi-annually in arrears. The ending unamortized deferred debt issuance costs at September 30, 2014 and 2013 were $11.1 million and $13.0 million, respectively.The Notes are the unsecured senior obligations of the Company and are guaranteed (the “Guarantees”) on an unsecured senior basis by substantially allof the Company's direct and indirect wholly owned domestic subsidiaries (the “Subsidiary Guarantors”).33Table of ContentsThe Notes and Guarantees rank equally in right of payment with all of the Company's and the Subsidiary Guarantors' existing and future unsecured seniordebt and rank senior in right of payment to all of the Company's and the Subsidiary Guarantors' future unsecured subordinated debt. The Notes andGuarantees effectively rank junior to all secured debt of the Company and the Subsidiary Guarantors to the extent of the value of the collateral securing suchdebt and to all liabilities, including trade payables, of the Company's subsidiaries that have not guaranteed the Notes.At any time before August 15, 2016, we may redeem all or a portion of the Notes at a redemption price equal to 100% of the aggregate principal amountof the Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest to, but excluding, the redemption date. At any time on or afterAugust 15, 2016, we may redeem all or a portion of the Notes at certain redemption prices expressed as percentages of the principal amount, plus accrued andunpaid interest to, but excluding, the redemption date. At any time and from time to time before August 15, 2015, we may redeem up to 35% of the aggregateoutstanding principal amount of the Notes with the net cash proceeds received by the Company from certain equity offerings at a price equal to 105.375%,plus accrued and unpaid interest to, but excluding, the redemption date, provided that the redemption occurs no later than the 120 days after the closing ofthe related equity offering, and at least 50% of the original aggregate principal amount of the Notes remains outstanding immediately thereafter.Upon the occurrence of certain asset sales or a change in control, we must offer to repurchase the Notes at a price equal to 100%, in the case of an assetsale, or 101%, in the case of a change of control, of the principal amount plus accrued and unpaid interest to, but excluding, the repurchase date.2.75% Convertible Debentures due in 2031On October 24, 2011, we sold $690 million of 2.75% Convertible Debentures due in 2031 (the “2031 Debentures”) in a private placement. Totalproceeds, net of debt issuance costs, were $676.1 million. The 2031 Debentures bear interest at 2.75% per year, payable in cash semiannually in arrears. The2031 Debentures mature on November 1, 2031, subject to the right of the holders to require us to redeem the 2031 Debentures on November 1, 2017, 2021,and 2026. The 2031 Debentures are general senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured,unsubordinated indebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the 2031 Debentures. The 2031Debentures will be effectively subordinated to indebtedness and other liabilities of our subsidiaries.If converted, the principal amount of the 2031 Debentures is payable in cash and any amounts payable in excess of the principal amount will (based onan initial conversion rate, which represents an initial conversion price of approximately $32.30 per share, subject to adjustment) be paid in cash or shares ofour common stock, at our election, only in the following circumstances and to the following extent: (i) on any date during any fiscal quarter (and only duringsuch fiscal quarter) if the closing sale price of our common stock was more than 130% of the then current conversion price for at least 20 trading days in theperiod of the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter; (ii) during the five consecutive business-day periodfollowing any five consecutive trading-day period in which the trading price for $1,000 principal amount of the Debentures for each day during such fivetrading-day period was less than 98% of the closing sale price of our common stock multiplied by the then current conversion rate; (iii) upon the occurrenceof specified corporate transactions, as described in the indenture for the 2031 Debentures; or (iv) at the option of the holder at any time on or after May 1,2031. Additionally, we may redeem the 2031 Debentures, in whole or in part, on or after November 6, 2017 at par plus accrued and unpaid interest. Eachholder shall have the right, at such holder's option, to require us to repurchase all or any portion of the 2031 Debentures held by such holder on November 1,2017, November 1, 2021, and November 1, 2026 at par plus accrued and unpaid interest. If we undergo a fundamental change (as described in the indenturefor the 2031 Debentures) prior to maturity, holders will have the option to require us to repurchase all or any portion of their debentures for cash at a priceequal to 100% of the principal amount of the debentures to be purchased plus any accrued and unpaid interest, including any additional interest to, butexcluding, the repurchase date. As of September 30, 2014, no conversion triggers were met. If the conversion triggers were met, we could be required to repayall or some of the aggregate principal amount in cash prior to the maturity date.Credit FacilityOn August 7, 2013, we entered into an amendment agreement to amend and restate our existing amended and restated credit agreement, as previouslyamended. The credit agreement was originally dated March 31, 2006, and was amended and restated on April 5, 2007, and further amended and restated onJuly 7, 2011, and includes a term loan and a $75 million revolving credit line including letters of credit (together, the "Credit Facility"). Of the $483.4million outstanding term loans originally due March 31, 2016, existing Lenders representing $333.2 million have elected to extend the maturity to August 7,2019 and the balance of the term loans have been assigned to new lenders who have also agreed to the extended maturity date. The extended term loans bearinterest, at our option, at a base rate determined in accordance with the amended and restated credit agreement, plus a spread of 1.75%, or a LIBOR rate plus aspread of 2.75%. Also, under terms of the amendment, the maturity date of our $75 million revolving credit facility has been extended from March 31, 2015to August 7, 2018. The extended revolving loans bear interest, at our option,34Table of Contentsat a base rate determined in accordance with the Amended and Restated Credit Agreement, plus a spread of 0.50% to 0.75%, or a LIBOR rate plus a spread of1.50% to 1.75%, in each case determined based on our consolidated net leverage ratio. As of September 30, 2014, $477.4 million remained outstandingunder the term loans, there were $5.8 million of letters of credit issued under the revolving credit line and there were no other outstanding borrowings underthe revolving credit line.Under terms of the amended Credit Facility, interest is payable periodically at a rate equal to the applicable margin plus, at our option, either (a) thebase rate which is the corporate base rate of Morgan Stanley, the Administrative Agent, or (b) LIBOR (equal to (i) the British Bankers’ Association InterestSettlement Rates for deposits in U.S. dollars divided by (ii) one minus the statutory reserves applicable to such borrowing). The applicable margin for theborrowings is as follows:Description Base Rate Margin LIBOR MarginTerm loans maturing August 2019 1.75% 2.75%Revolving facility due August 2018 0.50% - 0.75% (a) 1.50% - 1.75% (a)(a)The margin is determined based on our net leverage ratio at the date the interest rates are reset on the revolving credit line.At September 30, 2014 the applicable margins were 2.75%, with an effective rate of 2.91% on the remaining balance of $477.4 million maturing inAugust 2019. We are required to pay a commitment fee for unutilized commitments under the revolving credit facility at a rate ranging from 0.250% to0.375% per annum, based upon our leverage ratio. As of September 30, 2014, the commitment fee rate was 0.375%.We capitalized debt issuance costs related to the Credit Facility and are amortizing the costs to interest expense using the effective interest rate method,through August 2018 for costs associated with the revolving credit facility and through August 2019 for the remainder of the balance. As of September 30,2014 and 2013, the ending unamortized deferred financing fees were $2.4 million and $2.9 million, respectively.Principal payments on the term loan of $477.4 million are due in quarterly installments of $1.2 million through August 2019, at which point theremaining balance becomes due. In addition, an annual excess cash flow sweep, as defined in the Credit Facility, is payable in the first quarter of each fiscalyear, based on the excess cash flow generated in the previous fiscal year. We have not generated excess cash flows in any period and no additional paymentsare required. We will continue to evaluate the extent to which a payment is due in the first quarter of future fiscal years based on excess cash flow generation.At the current time, we are unable to predict the amount of the outstanding principal, if any, that may be required to be repaid in future fiscal years pursuantto the excess cash flow sweep provisions. Any term loan borrowings not paid through the baseline repayment, the excess cash flow sweep, or any othermandatory or optional payments that we may make, will be repaid upon maturity. If only the baseline repayments are made, the annual aggregate principalamount of the term loans repaid would be as follows (dollars in thousands):Year Ending September 30, Amount2015 $4,8342016 4,8342017 4,8342018 4,8342019 458,040Total $477,376Our obligations under the Credit Facility are unconditionally guaranteed by, subject to certain exceptions, each of our existing and future direct andindirect wholly-owned domestic subsidiaries. The Credit Facility and the guarantees thereof are secured by first priority liens and security interests in thefollowing: 100% of the capital stock of substantially all of our domestic subsidiaries and 65% of the outstanding voting equity interests and 100% of thenon-voting equity interests of significant first-tier foreign subsidiaries, all our material tangible and intangible assets and those of the guarantors, and anypresent and future intercompany debt. The Credit Facility also contains provisions for mandatory prepayments of outstanding term loans upon receipt of thefollowing, and subject to certain exceptions: 100% of net cash proceeds from asset sales, 100% of net cash proceeds from issuance or incurrence of debt, and100% of extraordinary receipts. We may voluntarily prepay borrowings under the Credit Facility without premium or penalty other than breakage costs, asdefined with respect to LIBOR-based loans.35Table of ContentsShare Repurchase ProgramOn April 29, 2013, our Board of Directors approved a share repurchase program for up to $500 million of our outstanding shares of common stock.Approximately $289.2 million remained available for stock repurchases as of September 30, 2014, pursuant to our stock repurchase program. We repurchased1.6 million shares for $26.4 million during the year ended September 30, 2014. These shares were retired upon repurchase. Under the terms of the repurchaseprogram, we expect to continue to repurchase shares from time to time through a variety of methods, which may include open market purchases, privatelynegotiated transactions, block trades, accelerated stock repurchase transactions, or any combination of such methods. The timing and the amount of anypurchases will be determined by management based on an evaluation of market conditions, capital allocation alternatives, and other factors. The sharerepurchase program does not require us to acquire any specific number of shares and may be modified, suspended, extended or terminated by us at any timewithout prior notice.Off-Balance Sheet Arrangements, Contractual Obligations, Contingent Liabilities and CommitmentsContractual ObligationsThe following table outlines our contractual payment obligations as of September 30, 2014 (dollars in millions): Payments Due by Fiscal Year Ended September 30,Contractual Obligations Total 2015 2016 and 2017 2018 and 2019 ThereafterCredit Facility(1) $477.4 $4.8 $9.6 $463.0 $—Convertible Debentures(2) 690.0 — — 690.0 —Senior Notes 1,050.0 — — — 1,050.0Interest payable on long-term debt(3) 467.3 90.2 179.9 140.8 56.4Letter of Credit(4) 5.8 5.8 — — —Operating leases 207.3 38.8 69.7 38.0 60.8Purchase commitments for inventory, property andequipment(5) 14.2 13.1 1.1 — —Other long-term liabilities assumed(6) 3.0 2.1 0.9 — —Total contractual cash obligations $2,915.0 $154.8 $261.2 $1,331.8 $1,167.2(1)Principal is paid on a quarterly basis under the Credit Facility.(2)Holders of the 2031 Debentures have the right to require us to redeem the Debentures on November 1, 2017, 2021, and 2026.(3)Interest on the Credit Facility is due and payable monthly and is estimated using the effective interest rate as of September 30, 2014. Interest is due andpayable semi-annually under 2031 Debentures at a rate of 2.75%. Interest is due and payable semi-annually on the Senior Notes at a rate of 5.375%.(4)Letters of Credit are in place primarily to secure future operating lease payments.(5)These amounts include non-cancelable purchase commitments for property and equipment as well as inventory in the normal course of business to fulfillcustomers’ orders currently scheduled in our backlog.(6)Obligations include assumed long-term liabilities relating to a restructuring program initiated by a previous acquisition in 2003. The restructuringprogram related to the closing of a facility with a lease term set to expire in 2016. Total contractual obligation under the lease is $3.0 million. As ofSeptember 30, 2014, we have sub-leased certain of the office space related to the facility to unrelated third parties. Total sublease income undercontractual terms is expected to be $1.7 million, which ranges from $0.5 million to $1.2 million on an annualized basis through 2016.The gross liability for unrecognized tax benefits as of September 30, 2014 was $21.2 million. We do not expect a significant change in the amount ofunrecognized tax benefits within the next 12 months. We estimate that none of this amount will be paid within the next year and we are currently unable toreasonably estimate the timing of payments for the remainder of the liability.Contingent Liabilities and CommitmentsIn connection with some of our acquisitions, we agree to make contingent cash payments to the former shareholders of certain of the acquiredcompanies. The following represents the contingent cash payments that we may be required to make.In connection with certain acquisitions completed in fiscal 2014, we may be required to make up to $13.5 million of additional payments to theselling shareholders contingent upon the achievement of specified objectives, including the achievement36Table of Contentsof future bookings and sales targets related to the products of the acquired entities. In addition, there are deferred payment obligations to certain formershareholders, contingent upon their continued employment. These deferred payment obligations, totaling $18.9 million, will be recorded as compensationexpense over the applicable employment period.In connection with our acquisition of J.A. Thomas ("JA Thomas") in October 2012, we agreed to make deferred payments to the former shareholders ofJA Thomas of up to $25.0 million in October 2014, contingent upon the continued employment of certain named executives and certain other conditions. InOctober 2014, upon completion of the required employment condition, we made a cash payment of $25.0 million to the former shareholders of JA Thomas.Financial InstrumentsWe use financial instruments to manage our foreign exchange risk. We follow Financial Accounting Standards Board Accounting StandardsCodification 815 (“ASC 815”), Derivatives and Hedging, for our derivative instruments.We operate our business in countries throughout the world and transact business in various foreign currencies. Our foreign currency exposures typicallyarise from transactions denominated in currencies other than the local functional currency of our operations. We have a program that primarily utilizesforeign currency forward contracts to offset the risks associated with foreign currency denominated assets and liabilities. We established this program so thatgains and losses from remeasurement or settlement of these assets and liabilities are offset by gains or losses on the foreign currency forward contracts thusmitigating the risks and volatility associated with our foreign currency transactions. Generally, we enter into contracts with terms of 90 days or less, and atSeptember 30, 2014 we had outstanding contracts with a total notional value of $283.1 million.From time to time we will enter into agreements that allow us to issue shares of our common stock as part or all of the consideration related topartnering and technology acquisition activities. Generally these shares are issued subject to security price guarantees which are accounted for as derivatives.We have determined that these instruments would not be considered equity instruments if they were freestanding. The security price guarantees requirepayment from either us to the third party, or from the third party to us, based upon the difference between the price of our common stock on the issue date andan average price of our common stock approximately six months following the issue date. Changes in the fair value of these security price guarantees arereported in earnings in each period as other (expense) income, net. During the year ended September 30, 2014, 2013 and 2012, we recorded $(4.4) million,$(6.6) million and $8.0 million, respectively of (losses) gains associated with these contracts and (paid) received cash payments totaling $(5.3) million, $(3.8)million and $9.0 million, respectively, upon to settlement of the agreements during the year.Pension PlansWe sponsor certain defined benefit pension plans that are offered primarily by certain of our foreign subsidiaries. Many of these plans were assumedthrough our acquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third partytrustees, or into government-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenseswere $0.2 million, $1.3 million and $0.1 million for fiscal 2014, 2013 and 2012, respectively. The aggregate projected benefit obligation and aggregate netasset (liability) of our defined benefit plans as of September 30, 2014 was $34.9 million and $(5.0) million, respectively, and as of September 30, 2013 was$28.1 million and $0.1 million, respectively.Off-Balance Sheet ArrangementsThrough September 30, 2014, we have not entered into any off-balance sheet arrangements or material transactions with unconsolidated entities orother persons.CRITICAL ACCOUNTING POLICIES, JUDGMENTS AND ESTIMATESThe preparation of financial statements in conformity with U.S. generally accepted accounting principles, requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financialstatements, and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, assumptions andjudgments, including those related to revenue recognition; allowance for doubtful accounts and sales returns; accounting for deferred costs; accounting forinternal-use software; the valuation of goodwill and intangible assets; accounting for business combinations; accounting for stock-based compensation;accounting for derivative instruments; accounting for income taxes and related valuation allowances; and loss contingencies. Our management bases itsestimates on historical experience, market participant fair value considerations, projected future cash flows and various other factors that are believed to bereasonable under the circumstances. Actual results could differ from these estimates.37Table of ContentsWe believe the following critical accounting policies most significantly affect the portrayal of our financial condition and results of operations andrequire our most difficult and subjective judgments.Revenue Recognition. We derive revenue from the following sources: (1) software license agreements, including royalty and other usage-basedarrangements, (2) professional services, (3) hosting services and (4) post-contract customer support ("PCS"). Our hosting services are generally providedthrough on-demand, usage-based or per transaction fee arrangements. Our revenue recognition policies for these revenue streams are discussed below.The sale and/or license of software products and technology is deemed to have occurred when a customer either has taken possession of or has access totake immediate possession of the software or technology. In select situations, we sell or license intellectual property in conjunction with, or in place of,embedding our intellectual property in software. We also have non-software arrangements including hosting services where the customer does not takepossession of the software at the outset of the arrangement either because they have no contractual right to do so or because significant penalties precludethem from doing so. Generally we recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) the fee is fixed ordeterminable and (iv) collectibility is probable.Revenue from royalties on sales of our software products by original equipment manufacturers (“OEMs”), where no services are included, is recognizedin the quarter earned so long as we have been notified by the OEM that such royalties are due, and provided that all other revenue recognition criteria aremet.Software arrangements generally include PCS, which includes telephone support and the right to receive unspecified upgrades/enhancements on awhen-and-if-available basis, typically for one to five years. Revenue from PCS is recognized ratably on a straight-line basis over the term that themaintenance service is provided. When PCS renews automatically, we provide a reserve based on historical experience for contracts expected to be canceledfor non-payment. All known and estimated cancellations are recorded as a reduction to revenue and accounts receivable.For our software and software-related multiple element arrangements, where customers purchase both software related products and software relatedservices, we use vendor-specific objective evidence (“VSOE”) of fair value for software and software-related services to separate the elements and account forthem separately. VSOE exists when a company can support what the fair value of its software and/or software-related services is based on evidence of theprices charged when the same elements are sold separately. VSOE of fair value is required, generally, in order to separate the accounting for various elementsin a software and related services arrangement. We have established VSOE of fair value for the majority of our PCS, professional services, and training.When we provide professional services considered essential to the functionality of the software, we recognize revenue from the professional services aswell as any related software licenses on a percentage-of-completion basis whereby the arrangement consideration is recognized as the services are performed,as measured by an observable input. In these circumstances, we separate license revenue from professional service revenue for income statement presentationby allocating VSOE of fair value of the professional services as professional services and hosting revenue and the residual portion as product and licensingrevenue. We generally determine the percentage-of-completion by comparing the labor hours incurred to-date to the estimated total labor hours required tocomplete the project. We consider labor hours to be the most reliable, available measure of progress on these projects. Adjustments to estimates to completeare made in the periods in which facts resulting in a change become known. When the estimate indicates that a loss will be incurred, such loss is recorded inthe period identified. Significant judgments and estimates are involved in determining the percent complete of each contract. Different assumptions couldyield materially different results.We offer some of our products via a Software-as-a-Service ("SaaS") model also known as a hosted model. In this type of arrangement, we arecompensated in two ways: (1) fees for up-front set-up of the service environment and (2) fees charged on a usage or per transaction basis. Our up-front set-upfees are nonrefundable. We recognize the up-front set-up fees ratably over the longer of the contract lives, or the expected lives of the customer relationships.The on-demand, usage-based or per transaction fees are due and payable as each individual transaction is processed through the hosted service and isrecognized as revenue in the period the services are provided.We enter into multiple-element arrangements that may include a combination of our various software related and non-software related products andservices offerings including software licenses, PCS, professional services, and our hosting services. In such arrangements we allocate total arrangementconsideration to software or software-related elements and any non-software element separately based on the selling price hierarchy group following theguidance in Accounting Standards Codification ("ASC") 985-605, Software Revenue Recognition and our policies. We determine the selling price for eachdeliverable using VSOE of selling price, if it exists, or Third Party Evidence (“TPE”) of selling price. Typically, we are unable to determine TPE of sellingprice. Therefore, when neither VSOE nor TPE of selling price exist for a deliverable, we use our Estimate of Selling Price (“ESP”)38Table of Contentsfor the purposes of allocating the arrangement consideration. We determine ESP for a product or service by considering multiple factors including, but notlimited to, major project groupings, market conditions, competitive landscape, price list and discounting practices. Revenue allocated to each element is thenrecognized when the basic revenue recognition criteria are met for each element.When products are sold through distributors or resellers, title and risk of loss generally passes upon shipment, at which time the transaction is invoicedand payment is due. Shipments to distributors and resellers without right of return are recognized as revenue upon shipment, provided all other revenuerecognition criteria are met. Certain distributors and resellers have been granted rights of return for as long as the distributors or resellers hold the inventory.We cannot estimate historical returns from these distributors and resellers; and therefore, cannot use such estimates as the basis upon which to estimate futuresales returns. As a result, we recognize revenue from sales to these distributors and resellers when the products are sold through to retailers and end-users.When products are sold directly to retailers or end-users, we make an estimate of sales returns based on historical experience. The provision for theseestimated returns is recorded as a reduction of revenue and accounts receivable at the time that the related revenue is recorded. If actual returns differsignificantly from our estimates, such differences could have a material impact on our results of operations for the period in which the actual returns becomeknown.We record consideration given to a reseller as a reduction of revenue to the extent we have recorded cumulative revenue from the customer or reseller.However, when we receive an identifiable benefit in exchange for the consideration, and can reasonably estimate the fair value of the benefit received, theconsideration is recorded as an operating expense.We record reimbursements received for out-of-pocket expenses as revenue, with offsetting costs recorded as cost of revenue. Out-of-pocket expensesgenerally include, but are not limited to, expenses related to transportation, lodging and meals. We record shipping and handling costs billed to customers asrevenue with offsetting costs recorded as cost of revenue.Our revenue recognition policies require management to make significant estimates. Management analyzes various factors, including a review ofspecific transactions, historical experience, creditworthiness of customers and current market and economic conditions. Changes in judgments based uponthese factors could impact the timing and amount of revenue and cost recognized and thus affects our results of operations and financial condition.Business Combinations. We determine and allocate the purchase price of an acquired company to the tangible and intangible assets acquired andliabilities assumed as of the business combination date. The purchase price allocation process requires us to use significant estimates and assumptions,including fair value estimates, as of the business acquisition date, including:•estimated fair values of intangible assets;•estimated fair market values of legal performance commitments to customers, assumed from the acquiree under existing contractual obligations(classified as deferred revenue) at the date of acquisition;•estimated fair market values of stock awards assumed from the acquiree that are included in the purchase price;•estimated fair market value of required payments under contingent consideration provisions;•estimated income tax assets and liabilities assumed from the acquiree; and•estimated fair value of pre-acquisition contingencies assumed from the acquiree.While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilitiesassumed at the business combination date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchaseprice allocation period, which is generally one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed,with the corresponding offset to goodwill. For changes in the valuation of intangible assets between preliminary and final purchase price allocation, therelated amortization is adjusted effective from the acquisition date. Subsequent to the purchase price allocation period any adjustment to assets acquired orliabilities assumed is included in operating results in the period in which the adjustment is determined.Although we believe the assumptions and estimates we have made in the past have been reasonable and appropriate, they are based in part on historicalexperience and information obtained from the management of the acquired companies and are inherently uncertain. Examples of critical estimates in valuingcertain of the intangible assets we have acquired or may acquire in the future include but are not limited to:39Table of Contents•future expected cash flows from software license sales, support agreements, consulting contracts, other customer contracts and acquired developedtechnologies and patents;•expected costs to develop in-process research and development projects into commercially viable products and the estimated cash flows from theprojects when completed;•the acquired company’s brand and competitive position, as well as assumptions about the period of time the acquired brand will continue to beused in the combined company’s product portfolio; and•discount rates.Unanticipated events and circumstances may occur which may affect the accuracy or validity of such assumptions, estimates or actual results.In connection with the purchase price allocations for our acquisitions, we estimate the fair market value of legal performance commitments tocustomers, which are classified as deferred revenue. The estimated fair market value of these obligations is determined and recorded as of the acquisition date.For a given acquisition, we may identify certain pre-acquisition contingencies. If, during the purchase price allocation period, we are able to determinethe fair value of a pre-acquisition contingency, we will include that amount in the purchase price allocation. If we are unable to determine the fair value of apre-acquisition contingency at the end of the purchase price allocation period, we will evaluate whether to include an amount in the purchase priceallocation based on whether it is probable a liability had been incurred and whether an amount can be reasonably estimated. After the end of the purchaseprice allocation period, any adjustment to amounts recorded for a pre-acquisition contingency will be included in our operating results as acquisition-relatedcost, net in the period in which the adjustment is determined.Goodwill, Intangible and Other Long-Lived Assets and Impairment Assessments. We have significant long-lived tangible and intangible assets,including goodwill with indefinite lives, which are susceptible to valuation adjustments as a result of changes in various factors or conditions. The mostsignificant finite-lived tangible and intangible assets are customer relationships, licensed technology, patents and core technology, completed technology,fixed assets and trade names. All finite-lived intangible assets are amortized over the estimated economic lives of the assets, generally using the straight-linemethod except where the pattern of the expected economic benefit is readily identifiable, primarily customer relationship intangibles, whereby amortizationfollows that pattern. The values of intangible assets determined in connection with a business combination, with the exception of goodwill, were initiallydetermined by a risk-adjusted, discounted cash flow approach. We assess the potential impairment of intangible and fixed assets whenever events or changesin circumstances indicate that the carrying values may not be recoverable. Goodwill and indefinite-lived intangible assets are assessed for potentialimpairment at least annually, but also whenever events or changes in circumstances indicate the carrying values may not be recoverable. Factors we considerimportant, which could trigger an impairment of such assets, include the following:•significant underperformance relative to historical or projected future operating results;•significant changes in the manner of or use of the acquired assets or the strategy for our overall business;•significant negative industry or economic trends;•significant decline in our stock price for a sustained period; and•a decline in our market capitalization below net book value.Future adverse changes in these or other unforeseeable factors could result in an impairment charge that would materially impact future results ofoperations and financial position in the reporting period identified.We test goodwill for impairment annually in the fourth quarter, and between annual tests if indicators of potential impairment exist. The impairment testfor goodwill compares the fair value of identified reporting unit(s) to its (their) carrying amount to assess whether such assets are impaired. We have sixreporting units based on the level of information provided to, and review thereof, by our segment management.We determine fair values for each of the reporting units using an income approach. When available and appropriate, we also use a comparative marketapproach to derive the fair values. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows,discounted at an appropriate risk adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growthrates based on our most recent views of the long--term outlook for each business. Actual results may differ from those assumed in our forecasts. We derive ourdiscount rates using a capital asset pricing model and analyzing published rates for industries relevant to our reporting units to estimate the cost of equityfinancing. We use discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses40Table of Contentsand in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 10.1% to 17.5%. For purposes of the marketapproach, we use a valuation technique in which values are derived based on market prices of comparable publicly traded companies. We also use a marketbased valuation technique in which values are determined based on relevant observable information generated by market transactions involving comparablebusinesses. Compared to the market approach, the income approach more closely aligns each reporting unit valuation to our business profile, includinggeographic markets served and product offerings. Required rates of return, along with uncertainty inherent in the forecasts of future cash flows, are reflectedin the selection of the discount rate. Equally important, under this approach, reasonably likely scenarios and associated sensitivities can be developed foralternative future states that may not be reflected in an observable market price. A market approach allows for comparison to actual market transactions andmultiples. It can be somewhat more limited in its application because the population of potential comparable entities is often limited to publicly-tradedcompanies where the characteristics of the comparative business and ours can be significantly different, market data is usually not available for divisionswithin larger conglomerates or non-public subsidiaries that could otherwise qualify as comparable, and the specific circumstances surrounding a markettransaction (e.g., synergies between the parties, terms and conditions of the transaction, etc.) may be different or irrelevant with respect to our business. It canalso be difficult, under certain market conditions, to identify orderly transactions between market participants in similar businesses. We assess each valuationmethodology based upon the relevance and availability of the data at the time we perform the valuation and weight the methodologies appropriately.The carrying values of the reporting units were determined based on an allocation of our assets and liabilities through specific allocation of certainassets and liabilities, to the reporting units and an apportionment method based on relative size of the reporting units’ revenues and operating expensescompared to the Company as a whole. Goodwill was initially allocated to our reporting units based on the relative fair value of the units at the date weimplemented the current reporting unit structure. Goodwill subsequently acquired through acquisitions is allocated to the applicable reporting unit basedupon the relative fair value of the acquired business. Certain corporate assets that are not instrumental to the reporting units’ operations and would not betransferred to hypothetical purchasers of the reporting units were excluded from the reporting units’ carrying values.Based on our assessments, we have not had any impairment charges during our history as a result of our impairment evaluation of goodwill. Significantadverse changes in our future revenues and/or cash flow results, or significant degradation in the enterprise values of comparable companies within oursegments, could result in the determination that all or a portion of our goodwill is impaired. As of our fiscal 2014 annual impairment assessment date, ourestimated fair values of our reporting units substantially exceeded their carrying values. Our Dragon desktop consumer products sales have experiencedweakness as a result of declining desktop software sales. The operating plans and projections, which are the basis for the reporting unit fair value, anticipaterevenue from new product launches and new market penetrations to supplement the existing revenue streams. We believe these estimates are reasonable,however, if we are unsuccessful in marketing our new products it may impact our assessment of the fair value of the reporting unit in future periods. As of July1, 2014, our annual goodwill assessment date, the estimated fair value of our Dragon Consumer business, which has allocated goodwill of approximately$101.6 million, exceeded the carrying value by approximately 25%.We periodically review long-lived assets other than goodwill for impairment whenever events or changes in business circumstances indicate that thecarrying amount of the assets may not be fully recoverable or that the useful lives of those assets are no longer appropriate. Each impairment test is based on acomparison of the undiscounted cash flows to the recorded carrying value for the asset or asset group. Asset groups utilized in this analysis are identified asthe lowest level grouping of assets for which largely independent cash flows can be identified. If impairment is indicated, the asset or asset group is writtendown to its estimated fair value.Determining the fair value of a reporting unit or asset group involves the use of significant estimates and assumptions. These estimates and assumptionsinclude revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and marketconditions and determination of appropriate market comparables. Significant judgments and estimates are involved in determining the useful lives of ourlong-lived assets, determining the reporting units, determining the asset groups and assessing when events or circumstances would require an interimimpairment analysis of goodwill or other long-lived assets to be performed. Changes in our organization or management reporting structure, as well as otherevents and circumstances, including but not limited to technological advances, increased competition and changing economic or market conditions, couldresult in (a) shorter estimated useful lives, (b) changes to reporting units or asset groups, which may require alternative methods of estimating fair values orgreater disaggregation or aggregation in our analysis by reporting unit, and/or (c) other changes in previous assumptions or estimates. In turn, this could havea significant impact on our consolidated financial statements through accelerated amortization and/or impairment charges.Accounting for Stock-Based Compensation. We account for share-based awards to employees and directors, including grants of employee stockoptions, purchases under employee stock purchase plans, and restricted awards through recognition of the fair value of the share-based awards as a chargeagainst earnings in the form of stock-based compensation expense. We recognize41Table of Contentsstock-based compensation expense over the requisite service period, net of estimated forfeitures. We recognize benefits from stock-based compensation inequity using the with-and-without approach for the utilization of tax attributes. Determining the fair value of share-based awards at the grant date requiresjudgment, including estimating expected dividends, share price volatility and the amount of share-based awards that are expected to be forfeited. If actualresults differ significantly from these estimates, stock-based compensation expense and our results of operations could be materially impacted.Income Taxes. In accordance with Accounting Standards Codification 740, “Income Taxes” ("ASC 740"), we account for income taxes using an assetand liability approach, which requires that the deferred tax consequences of temporary differences between the amounts recorded in our consolidatedfinancial statements and the amounts included in our federal, state and foreign income tax returns to be recognized in the balance sheet. As the income taxreturns are not due and filed until after the completion of our annual financial reporting requirements, the amounts recorded for the current period reflectestimates for the tax-based activity for the period. In addition, estimates are often required with respect to, among other things, the appropriate state incometax rates to use in the various states that we and our subsidiaries are required to file, the potential utilization of operating loss carry-forwards and valuationallowances required, if any, for tax assets that may not be realizable in the future. ASC 740 requires balance sheet classification of current and long-termdeferred income tax assets and liabilities based upon the classification of the underlying asset or liability that gives rise to a temporary difference. As such,we have historically estimated the future tax consequence of certain items, including bad debts, inventory valuation, and accruals that cannot be deducted forincome tax purposes until such expenses are actually paid. We believe the procedures and estimates used in our accounting for income taxes are reasonableand in accordance with established tax law. The income tax estimates used have not resulted in material adjustments to income tax expense in subsequentperiods when the estimates are adjusted to the actual filed tax return amounts.Deferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities usingenacted tax rates in effect in the years in which the differences are expected to reverse. We do not provide for U.S. income taxes on the undistributed earningsof our foreign subsidiaries, which we consider to be indefinitely reinvested outside of the U.S.We make judgments regarding the realizability of our deferred tax assets. The balance sheet carrying value of our net deferred tax assets is based onwhether we believe that it is more likely than not that we will generate sufficient future taxable income to realize these deferred tax assets after considerationof all available evidence. We regularly review our deferred tax assets for recoverability considering historical profitability, projected future taxable income,the expected timing of the reversals of existing temporary differences and tax planning strategies. In assessing the need for a valuation allowance, weconsider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. The weight given to the positive and negativeevidence is commensurate with the extent to which the evidence may be objectively verified. As such, it is generally difficult for positive evidence regardingprojected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reportinglosses. Generally, cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome in determining that a valuationallowance is not needed.As of September 30, 2014, we have $192.9 million of valuation allowances recorded against all U.S. deferred tax assets and certain foreign deferred taxassets. If we are subsequently able to utilize all or a portion of the deferred tax assets for which the remaining valuation allowance has been established, thenwe may be required to recognize these deferred tax assets through the reduction of the valuation allowance which could result in a material benefit to ourresults of operations in the period in which the benefit is determined.We establish reserves for tax uncertainties that reflect the use of the comprehensive model for the recognition and measurement of uncertain taxpositions. Under the comprehensive model, when the minimum threshold for recognition is not met, no tax benefit can be recorded. When the minimumthreshold for recognition is met, a tax position is recorded as the largest amount that is more than fifty percent likely of being realized upon ultimatesettlement.Loss Contingencies. We are subject to legal proceedings, lawsuits and other claims relating to labor, service and other matters arising in the ordinarycourse of business, as discussed in Note 17 of Notes to our Consolidated Financial Statements. Quarterly, we review the status of each significant matter andassess our potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonablyestimated, we accrue a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as towhether an exposure is reasonably estimable. Because of uncertainties related to these matters, accruals are based only on the best information available atthe time. As additional information becomes available, we reassess the potential liability related to our pending claims and litigation and may revise ourestimates. Such revisions in the estimates of the potential liabilities could have a material impact on our results of operations and financial position.42Table of ContentsRECENTLY ISSUED ACCOUNTING PRONOUNCEMENTSIn August 2014, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update No. 2014-15, "Disclosure of Uncertaintiesabout an Entity's Ability to Continue as a Going Concern" (ASU 2014-15), to provide guidance on management's responsibility in evaluating whether thereis substantial doubt about a company's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for us inthe first quarter of fiscal 2017, with early adoption permitted. We do not believe that this will have a material impact on our consolidated financialstatements.In June 2014, the FASB issued Accounting Standards Update No. 2014-12, "Accounting for Share-Based Payments When the Terms of an AwardProvide That a Performance Target Could Be Achieved after the Requisite Service Period" (ASU 2014-12). ASU 2014-12 requires that a performance targetthat affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existingguidance in ASC 718, "Compensation - Stock Compensation," as it relates to such awards. ASU 2014-12 is effective for us in our first quarter of fiscal 2017with early adoption permitted using either of two methods: (i) prospective to all awards granted or modified after the effective date; or (ii) retrospective to allawards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new ormodified awards thereafter, with the cumulative effect of applying ASU 2014-12 as an adjustment to the opening retained earnings balance as of thebeginning of the earliest annual period presented in the financial statements. We are currently evaluating the impact of our pending adoption on ASU 2014-12 on our consolidated financial statements.In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers: Topic 606" (ASU 2014-09), tosupersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promisedgoods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within therevenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount ofvariable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 iseffective for us in our first quarter of fiscal 2018 using either of two methods: (i) retrospective to each prior reporting period presented with the option to electcertain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized atthe date of initial application and providing certain additional disclosures as defined per ASU 2014-09. We are currently evaluating the impact of ourpending adoption of ASU 2014-09 on our consolidated financial statements.In April 2014, the FASB issued Accounting Standards Update No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals ofComponents of an Entity" (ASU 2014-08), to change the criteria for determining which disposals can be presented as discontinued operations and enhancedthe related disclosure requirements. ASU 2014-08 is effective for us on a prospective basis in our first quarter of fiscal 2016 with early adoption permitted fordisposals (or classifications as held for sale) that have not been reported in financial statements previously issued. We are currently evaluating the impact ofour pending adoption of ASU 2014-08 on our consolidated financial statements.In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-11, "Presentation of an UnrecognizedTax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (ASU 2013-11) to provide guidance on thepresentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized taxbenefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to theextent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicablejurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction doesnot require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented inthe financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective for us in our first quarter of fiscal 2015with earlier adoption permitted. ASU 2013-11 should be applied prospectively with retroactive application permitted. We do not believe that this will have amaterial impact on our consolidated financial statements.Item 7A.Quantitative and Qualitative Disclosures about Market RiskWe are exposed to market risk from changes in foreign currency exchange rates, interest rates and equity prices which could affect operating results,financial position and cash flows. We manage our exposure to these market risks through our regular operating and financing activities and, whenappropriate, through the use of derivative financial instruments.43Table of ContentsExchange Rate SensitivityWe are exposed to changes in foreign currency exchange rates. Any foreign currency transaction, defined as a transaction denominated in a currencyother than the local functional currency, will be reported in the functional currency at the applicable exchange rate in effect at the time of the transaction. Achange in the value of the functional currency compared to the foreign currency of the transaction will have either a positive or negative impact on ourfinancial position and results of operations.Assets and liabilities of our foreign entities are translated into U.S. dollars at exchange rates in effect at the balance sheet date and income and expenseitems are translated at average rates for the applicable period. Therefore, the change in the value of the U.S. dollar compared to foreign currencies will haveeither a positive or negative effect on our financial position and results of operations. Historically, our primary exposure has related to transactionsdenominated in the euro, British pound, Canadian dollar, Japanese yen, Indian rupee and Hungarian forint.A hypothetical change of 10% in appreciation or depreciation in foreign currency exchange rates from the quoted foreign currency exchange rates atSeptember 30, 2014 would not have a material impact on our revenue, operating results or cash flows in the coming year.Periodically, we enter into forward exchange contracts to hedge against foreign currency fluctuations. These contracts may or may not be designated ascash flow hedges for accounting purposes. We have in place a program which primarily uses forward contracts to offset the risks associated with foreigncurrency exposures that arise from transactions denominated in currencies other than the functional currencies of our worldwide operations. The program isdesigned so that increases or decreases in our foreign currency exposures are offset by gain or losses on the foreign currency forward contracts. Thesecontracts are not designated as accounting hedges and generally are for periods less than 90 days. The notional contract amount of outstanding foreigncurrency exchange contracts not designated as cash flow hedges was $283.1 million at September 30, 2014. Based on the nature of the transactions for whichthe contracts were purchased, a hypothetical change of 10% in exchange rates would not have a material impact on our financial results.Interest Rate SensitivityWe are exposed to interest rate risk as a result of our significant cash and cash equivalents, and the outstanding debt under the Credit Facility.At September 30, 2014, we held approximately $588.2 million of cash and cash equivalents and marketable securities primarily consisting of cash andmoney-market funds. Due to the low current market yields and the short-term nature of our investments, a hypothetical change in market rates of onepercentage point would not have a material effect on the fair value of our portfolio. Assuming a one percentage point increase in interest rates, our interestincome on our investments classified as cash and cash equivalents and marketable securities would increase approximately $4.5 million, based on theSeptember 30, 2014 reported balances of our investment accounts.At September 30, 2014, our total outstanding debt balance exposed to variable interest rates was $477.4 million. A hypothetical change in market rateswould have an impact on interest expense and amounts payable. Assuming a one percentage point increase in interest rates, our interest expense relative toour outstanding variable rate debt would increase $4.8 million per annum.Equity Price RiskWe are exposed to equity price risk as a result of security price guarantees that we enter in to from time to time. Generally, these price guarantees are fora period of six months or less, and require payment from either us to a third party, or from the third party to us, based upon changes in our stock price duringthe contract term. As of September 30, 2014, we have security price guarantees outstanding for approximately 0.2 million shares of our common stock. A 10%change in our stock price during the next six months would not have a material impact on our statements of operations or cash flows.2031 DebenturesThe fair value of our 2031 Debentures is dependent on the price and volatility of our common stock, as well as movements in interest rates. The fairmarket value of the debentures will generally increase or decrease as the market price of our common stock changes. The fair market value of the debentureswill generally increase as interest rates fall and decrease as interest rates rise. The market value and interest rate changes affect the fair market value of thedebentures, but do not impact our financial position, cash flows or results of operations due to the fixed nature of the debt obligations. However, increases inthe value of our common stock above the stated trigger price for each issuance for a specified period of time may provide the holders of the debentures theright to convert each bond using a conversion ratio and payment method as defined in the debenture agreement.44Table of ContentsOur debentures trade in the financial markets, and the fair value at September 30, 2014 was $681.6 million for the 2031 Debentures, based on anaverage of the bid and ask prices for the issuance on that day. This compares to the conversion value on September 30, 2014 of approximately $329.3million. A 10% increase in the stock price over the September 30, 2014 closing price of $15.42 would have an estimated $13.2 million increase to the fairvalue and a $32.9 million increase to the conversion value of the debentures.45Table of ContentsItem 8.Financial Statements and Supplementary DataNuance Communications, Inc. Consolidated Financial StatementsNUANCE COMMUNICATIONS, INC.INDEX TO FINANCIAL STATEMENTS PageReports of Independent Registered Public Accounting Firm47Consolidated Statements of Operations49Consolidated Statements of Comprehensive (Loss) Income50Consolidated Balance Sheets51Consolidated Statements of Stockholders’ Equity52Consolidated Statements of Cash Flows53Notes to Consolidated Financial Statements5446Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMBoard of Directors and StockholdersNuance Communications, Inc.Burlington, MassachusettsWe have audited the accompanying consolidated balance sheets of Nuance Communications, Inc. as of September 30, 2014 and 2013, and the relatedconsolidated statements of operations, comprehensive (loss) income, stockholders’ equity and cash flows for each of the three years in the period endedSeptember 30, 2014. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on thesefinancial statements based on our audits.We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonablebasis for our opinion.In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NuanceCommunications, Inc. at September 30, 2014 and 2013, and the results of its operations and its cash flows for each of the three years in the period endedSeptember 30, 2014, in conformity with accounting principles generally accepted in the United States of America.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Nuance Communications,Inc.’s internal control over financial reporting as of September 30, 2014, based on criteria established in Internal Control — Integrated Framework issued bythe Committee of Sponsoring Organizations of the Treadway Commission (1992 framework), and our report dated November 26, 2014 expressed anunqualified opinion thereon. /s/ BDO USA, LLP BDO USA, LLPBoston, MassachusettsNovember 26, 201447Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMBoard of Directors and StockholdersNuance Communications, Inc.Burlington, MassachusettsWe have audited Nuance Communications, Inc.’s internal control over financial reporting as of September 30, 2014, based on criteria established inInternal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria).Nuance Communications, Inc.’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of theeffectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control Over FinancialReporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in allmaterial respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weaknessexists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performingsuch other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financialreporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’sinternal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of thecompany are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on thefinancial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projectionsof any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that thedegree of compliance with the policies or procedures may deteriorate.As indicated in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting, management’s assessment of andconclusion on the effectiveness of internal control over financial reporting did not include the internal controls of certain acquisitions completed duringfiscal 2014 which are included in the consolidated balance sheets of Nuance Communications, Inc. as of September 30, 2014, and the related consolidatedstatements of operations, comprehensive loss, stockholders’ equity and cash flows for the year then ended. These excluded acquisitions constitutedapproximately 0.8% of consolidated assets as of September 30, 2014 and approximately 2.2% of consolidated revenues for the year then ended. Managementdid not assess the effectiveness of internal control over financial reporting of these acquisitions because of the timing of the acquisitions which werecompleted during fiscal 2014. Our audit of internal control over financial reporting of Nuance Communications, Inc. also did not include an evaluation of theinternal control over financial reporting of these acquisitions.In our opinion, Nuance Communications, Inc. maintained, in all material respects, effective internal control over financial reporting as of September 30,2014, based on the COSO criteria.We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balancesheets of Nuance Communications, Inc. as of September 30, 2014 and 2013, and the related consolidated statements of operations, comprehensive (loss)income, stockholders’ equity and cash flows for each of the three years in the period ended September 30, 2014 and our report dated November 26, 2014expressed an unqualified opinion thereon. /s/ BDO USA, LLP BDO USA, LLPBoston, MassachusettsNovember 26, 201448Table of ContentsNUANCE COMMUNICATIONS, INC.CONSOLIDATED STATEMENTS OF OPERATIONS Year Ended September 30, 2014 2013 2012 (In thousands, except per share amounts)Revenues: Product and licensing$710,988 $753,665 $740,726Professional services and hosting910,916 832,428 673,943Maintenance and support301,547 269,186 236,840Total revenues1,923,451 1,855,279 1,651,509Cost of revenues: Product and licensing97,550 99,381 74,837Professional services and hosting633,248 550,881 424,733Maintenance and support52,553 52,705 45,325Amortization of intangible assets60,989 63,583 60,034Total cost of revenues844,340 766,550 604,929Gross profit1,079,111 1,088,729 1,046,580Operating expenses: Research and development338,543 289,209 225,441Sales and marketing424,544 419,691 369,205General and administrative184,663 180,019 163,318Amortization of intangible assets109,063 105,258 95,416Acquisition-related costs, net24,218 29,685 58,746Restructuring and other charges, net19,443 16,385 8,268Total operating expenses1,100,474 1,040,247 920,394(Loss) income from operations(21,363) 48,482 126,186Other (expense) income: Interest income2,345 1,615 2,234Interest expense(132,675) (137,767) (85,286)Other (expense) income, net(3,327) (9,010) 22,168(Loss) income before income taxes(155,020) (96,680) 65,302(Benefit) provision for income taxes(4,677) 18,558 (141,833)Net (loss) income$(150,343) $(115,238) $207,135Net (loss) income per share: Basic$(0.47) $(0.37) $0.67Diluted$(0.47) $(0.37) $0.65Weighted average common shares outstanding: Basic316,936 313,587 306,371Diluted316,936 313,587 320,822See accompanying notes.49Table of ContentsNUANCE COMMUNICATIONS, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME Year Ended September 30, 2014 2013 2012 (In thousands)Net (loss) income$(150,343) $(115,238) $207,135Other comprehensive (loss) income: Foreign currency translation adjustment(27,639) 11,244 (7,776)Pension adjustments(3,189) 2,599 (1,648)Unrealized gains on marketable securities— — 12Unrealized losses on cash flow hedge derivatives— — (20)Total other comprehensive (loss) income, net(30,828) 13,843 (9,432)Comprehensive loss$(181,171) $(101,395) $197,703See accompanying notes. 50Table of ContentsNUANCE COMMUNICATIONS, INC.CONSOLIDATED BALANCE SHEETS September 30, 2014 September 30, 2013 (In thousands, exceptper share amounts)ASSETSCurrent assets: Cash and cash equivalents$547,230 $808,118Marketable securities40,974 38,728Accounts receivable, less allowances for doubtful accounts of $11,491 and $8,529428,266 382,741Prepaid expenses and other current assets92,040 104,971Deferred tax assets55,990 74,969Total current assets1,164,500 1,409,527Land, building and equipment, net191,411 160,973Goodwill3,410,893 3,293,198Intangible assets, net915,483 953,278Other assets137,997 141,627Total assets$5,820,284 $5,958,603LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities: Current portion of long-term debt$4,834 $246,040Accounts payable61,760 91,016Contingent and deferred acquisition payments35,911 200Accrued expenses and other current liabilities241,279 214,225Deferred revenue298,225 253,753Total current liabilities642,009 805,234Long-term portion of debt2,127,392 2,108,091Deferred revenue, net of current portion249,879 160,823Deferred tax liabilities156,235 162,774Other liabilities62,777 83,667Total liabilities3,238,292 3,320,589Commitments and contingencies (Notes 4 and 16) Stockholders’ equity: Common stock, $0.001 par value; 560,000 shares authorized; 324,621 and 319,365 shares issued and 320,870and 315,614 shares outstanding, respectively325 319Additional paid-in capital3,153,033 3,017,074Treasury stock, at cost (3,751 shares)(16,788) (16,788)Accumulated other comprehensive (loss) income(24,015) 6,813Accumulated deficit(530,563) (369,404)Total stockholders’ equity2,581,992 2,638,014Total liabilities and stockholders’ equity$5,820,284 $5,958,603See accompanying notes.51Table of ContentsNUANCE COMMUNICATIONS, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY Accumulated Preferred Stock Common Stock AdditionalPaid-InCapital Treasury Stock OtherComprehensiveIncome (Loss) AccumulatedDeficit TotalStockholders'Equity Shares Amount Shares Amount Shares Amount (In thousands)Balance at September 30, 20113,562 $4,631 312,456 $312 $2,745,931 3,751 $(16,788) $2,402 $(243,117) $2,493,371Issuance of common stock underemployee stock plans 9,891 10 27,737 27,747Cancellation of restricted stock, andrepurchase of common stock at cost foremployee tax withholding (2,158) (2) (52,000) (52,002)Stock-based compensation 161,165 161,165Excess tax benefit from share-basedpayment plans (3,583) (3,583)Repurchase and retirement of commonstock (8,514) (8) (74,816) (125,173) (199,997)Equity portion of convertible debtissuance, net of tax effect 96,934 96,934Issuance of common stock in connectionwith acquisitions and collaborationagreements 1,070 1 25,367 25,368Issuance of common stock in connectionwith warrant exercises 3,076 3 (3) —Reclassification to temporary equity (18,430) (18,430)Net income 207,135 207,135Other comprehensive loss (9,432) (9,432)Balance at September 30, 20123,562 4,631 315,821 316 2,908,302 3,751 (16,788) (7,030) (161,155) 2,728,276Issuance of common stock underemployee stock plans, net 11,261 11 30,205 30,216Cancellation of restricted stock, andrepurchase of common stock at cost foremployee tax withholding (2,854) (3) (59,688) (59,691)Stock-based compensation 179,442 179,442Repurchase and retirement of commonstock (9,805) (10) (91,367) (93,011) (184,388)Conversion of preferred stock(3,562) (4,631) 3,562 4 4,627 —Issuance of common stock in connectionwith acquisitions and collaborationagreements 1,146 1 22,461 22,462Reclassification from temporary equity 18,430 18,430Other, net 234 — 4,662 4,662Net loss (115,238) (115,238)Other comprehensive income 13,843 13,843Balance at September 30, 2013— — 319,365 319 3,017,074 3,751 (16,788) 6,813 (369,404) 2,638,014Issuance of common stock underemployee stock plans, net 9,339 9 22,643 22,652Cancellation of restricted stock, andrepurchase of common stock at cost foremployee tax withholding (2,678) (1) (40,993) (40,994)Stock-based compensation 166,224 166,224Repurchase and retirement of commonstock (1,639) (2) (15,665) (10,816) (26,483)Issuance of common stock in connectionwith acquisitions and collaborationagreements 234 — 3,750 3,750Net loss (150,343) (150,343)Other comprehensive loss (30,828) (30,828)Balance at September 30, 2014— $— 324,621 $325 $3,153,033 3,751 $(16,788) $(24,015) $(530,563) $2,581,992See accompanying notes.52Table of ContentsNUANCE COMMUNICATIONS, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended September 30, 2014 2013 2012 (In thousands)Cash flows from operating activities Net (loss) income$(150,343) $(115,238) $207,135Adjustments to reconcile net (loss) income to net cash provided by operating activities: Depreciation and amortization221,776 208,659 187,183Stock-based compensation192,964 159,325 174,581Non-cash interest expense36,719 40,019 35,497Deferred tax benefit(22,172) (2,472) (151,547)Loss (gain) on non-controlling strategic equity interest— 790 (13,726)Other(7,726) (6,537) 4,016Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable(39,502) 25,165 (55,210)Prepaid expenses and other assets(396) 10,988 13,881Accounts payable(28,617) (26,843) 22,645Accrued expenses and other liabilities13,617 16,506 8,939Deferred revenue141,827 84,648 39,605Net cash provided by operating activities358,147 395,010 472,999Cash flows from investing activities Capital expenditures(60,287) (55,588) (62,910)Payments for business and technology acquisitions, net of cash acquired(253,000) (607,653) (884,945)Purchases of marketable securities and other investments(62,639) (39,435) (15,156)Proceeds from sales and maturities of marketable securities and other investments64,975 8,768 31,789Change in restricted cash balances— — 6,747Net cash used in investing activities(310,951) (693,908) (924,475)Cash flows from financing activities Payments of debt(255,038) (425,634) (6,605)Proceeds from long-term debt, net of issuance costs— 625,155 1,364,925Payments for repurchase of common stock(26,483) (184,388) (199,997)Payments on other long-term liabilities(2,890) (1,688) (8,525)(Payments for) proceeds from settlement of share-based derivatives, net(5,286) (3,801) 9,020Excess tax benefits on employee equity awards— — (3,583)Proceeds from issuance of common stock from employee stock plans22,652 30,216 27,747Cash used to net share settle employee equity awards(40,121) (60,517) (49,947)Net cash (used in) provided by financing activities(307,166) (20,657) 1,133,035Effects of exchange rate changes on cash and cash equivalents(918) (2,088) 978Net (decrease) increase in cash and cash equivalents(260,888) (321,643) 682,537Cash and cash equivalents at beginning of year808,118 1,129,761 447,224Cash and cash equivalents at end of year$547,230 $808,118 $1,129,761See accompanying notes.53Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1.Organization and PresentationNuance Communications, Inc. (“we,” “Nuance,” or “the Company”) is a leading provider of voice and language solutions for businesses and consumersaround the world. Our technologies, applications and services make the user experience more compelling by transforming the way people interact withdevices and systems. Our solutions are used for tasks and services such as requesting information from a phone-based self-service solution, dictating medicalrecords, searching the mobile Web by voice, entering a destination into a navigation system, or working with PDF documents. Our solutions help make theseinteractions, tasks and experiences more productive, compelling and efficient.We leverage our global professional services organization and our extensive network of partners to design and deploy innovative solutions forbusinesses and organizations around the globe. We market and sell our products directly through a dedicated sales force, our e-commerce website and aglobal network of resellers, including system integrators, independent software vendors, value-added resellers, hardware vendors, telecommunications carriersand distributors.We have built a portfolio of intellectual property, technologies, applications and solutions through both internal development and acquisitions. Weexpect to continue to pursue opportunities to expand our assets, geographic presence, distribution network and customer base through acquisitions of otherbusinesses and technologies. Significant business acquisitions during the three years ended September 30, 2014, were as follows:•May 31, 2013— Tweddle Technology Solutions Segment ("TGT")•October 1, 2012 —J.A. Thomas and Associates, Inc. ("JA Thomas")•June 1, 2012 —Vlingo Corporation ("Vlingo")•April 26, 2012 —Transcend Services, Inc. ("Transcend")The results of operations from the acquired businesses have been included in our consolidated financial statements from their respective acquisitiondates. See Note 3 for additional disclosure related to each of these acquisitions.We operate in four reportable segments: Healthcare, Mobile and Consumer, Enterprise, and Imaging. See Note 20 for a description of each of thesesegments.We reclassified certain immaterial amounts related to stock-based compensation between research and development expense, selling and marketingexpense and general and administrative expense for the year ended September 30, 2013. We also reclassified certain amounts between other assets and land,building and equipment, net as of September 30, 2013. These reclassifications have no impact on our results of operations or cash flows provided byoperations.2.Summary of Significant Accounting PoliciesUse of EstimatesThe preparation of financial statements in conformity with U.S. generally accepted accounting principles, requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financialstatements, and the reported amounts of revenue and expenses during the reporting period. On an ongoing basis, we evaluate our estimates, assumptions andjudgments. The most important of these relate to revenue recognition; the allowances for doubtful accounts and sales returns; accounting for deferred costs;accounting for internal-use software; the valuation of goodwill and intangible assets; accounting for business combinations; accounting for stock-basedcompensation; the accounting for derivative instruments; accounting for income taxes and related valuation allowances; and loss contingencies. We base ourestimates on historical experience, market participant fair value considerations, projected future cash flows, and various other factors that are believed to bereasonable under the circumstances. Actual amounts could differ significantly from these estimates.Basis of ConsolidationThe consolidated financial statements include our accounts and those of our wholly-owned domestic and foreign subsidiaries. Intercompanytransactions and balances have been eliminated.54Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Revenue RecognitionWe derive revenue from the following sources: (1) software license agreements, including royalty and other usage-based arrangements, (2) professionalservices, (3) hosting services and (4) post-contract customer support ("PCS"). Our hosting services are generally provided through on-demand, usage-based orper transaction fee arrangements. Generally we recognize revenue when (i) persuasive evidence of an arrangement exists, (ii) delivery has occurred, (iii) thefee is fixed or determinable and (iv) collectibility is probable. Our revenue recognition policies for these revenue streams are discussed below.The sale and/or license of software products and technology is deemed to have occurred when a customer either has taken possession of or has access totake immediate possession of the software or technology. In select situations, we sell or license intellectual property in conjunction with, or in place of,embedding our intellectual property in software. We also have non-software arrangements including hosting services where the customer does not takepossession of the software at the outset of the arrangement either because they have no contractual right to do so or because significant penalties precludethem from doing so.Revenue from royalties on sales of our software products by original equipment manufacturers (“OEMs”), where no services are included, is recognizedin the quarter earned so long as we have been notified by the OEM that such royalties are due, and provided that all other revenue recognition criteria aremet.Software arrangements generally include PCS, which includes telephone support and the right to receive unspecified upgrades/enhancements on awhen-and-if-available basis, typically for one to five years. Revenue from PCS is generally recognized ratably on a straight-line basis over the term that themaintenance service is provided. When PCS renews automatically, we provide a reserve based on historical experience for contracts expected to be canceledfor non-payment. All known and estimated cancellations are recorded as a reduction to revenue and accounts receivable.For our software and software-related multiple element arrangements, where customers purchase both software related products and software relatedservices, we use vendor-specific objective evidence (“VSOE”) of fair value for software and software-related services to separate the elements and account forthem separately. VSOE exists when a company can support what the fair value of its software and/or software-related services is based on evidence of theprices charged when the same elements are sold separately. VSOE of fair value is required, generally, in order to separate the accounting for various elementsin a software and related services arrangement. We have established VSOE of fair value for the majority of our PCS, professional services, and training.When we provide professional services considered essential to the functionality of the software, we recognize revenue from the professional services aswell as any related software licenses on a percentage-of-completion basis whereby the arrangement consideration is recognized as the services are performed,as measured by an observable input. In these circumstances, we separate license revenue from professional service revenue for income statement presentationby allocating VSOE of fair value of the professional services as professional services and hosting revenue and the residual portion as product and licensingrevenue. We generally determine the percentage-of-completion by comparing the labor hours incurred to-date to the estimated total labor hours required tocomplete the project. We consider labor hours to be the most reliable, available measure of progress on these projects. Adjustments to estimates to completeare made in the periods in which facts resulting in a change become known. When the estimate indicates that a loss will be incurred, such loss is recorded inthe period identified. Significant judgments and estimates are involved in determining the percent complete of each contract. Different assumptions couldyield materially different results.We offer some of our products via a Software-as-a-Service ("SaaS") model also known as a hosted model. In this type of arrangement, we arecompensated in three ways: (1) fees for up-front set-up of the service environment (2) fees charged on a usage or per transaction basis, and (3) fees charged foron-demand service subscriptions. Our up-front set-up fees are nonrefundable. We recognize the up-front set-up fees ratably over the longer of the contractlives, or the expected lives of the customer relationships. The on-demand, usage-based or per transaction fees are due and payable as each individualtransaction is processed through the hosted service and is recognized as revenue in the period the services are provided. The on-demand service subscriptionfees are recognized ratably over our estimate of the useful life of devices on which the hosted service is provided. We enter into multiple-element arrangements that may include a combination of our various software related and non-software related products andservices offerings including software licenses, PCS, professional services, and our hosting services. In such arrangements we allocate total arrangementconsideration to software or software-related elements and any non-software element separately based on the selling price hierarchy group following theguidance in ASC 985-605 and our policies. We determine the selling price for each deliverable using VSOE of selling price, if it exists, or Third PartyEvidence (“TPE”) of selling price. Typically, we are unable to determine TPE of selling price. Therefore, when neither VSOE nor TPE of selling price exist fora55Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)deliverable, we use our Estimate of Selling Price (“ESP”) for the purposes of allocating the arrangement consideration. We determine ESP for a product orservice by considering multiple factors including, but not limited to, major project groupings, market conditions, competitive landscape, price list anddiscounting practices. Revenue allocated to each element is then recognized when the basic revenue recognition criteria are met for each element.When products are sold through distributors or resellers, title and risk of loss generally passes upon shipment, at which time the transaction is invoicedand payment is due. Shipments to distributors and resellers without right of return are recognized as revenue upon shipment, provided all other revenuerecognition criteria are met. Certain distributors and resellers have been granted rights of return for as long as the distributors or resellers hold the inventory.We cannot use historical returns from these distributors and resellers as a basis upon which to estimate future sales returns. As a result, we recognize revenuefrom sales to these distributors and resellers when the products are sold through to retailers and end-users.When products are sold directly to retailers or end-users, we make an estimate of sales returns based on historical experience. The provision for theseestimated returns is recorded as a reduction of revenue and accounts receivable at the time that the related revenue is recorded. If actual returns differsignificantly from our estimates, such differences could have a material impact on our results of operations for the period in which the actual returns becomeknown.We record consideration given to a reseller as a reduction of revenue to the extent we have recorded cumulative revenue from the customer or reseller.However, when we receive an identifiable benefit in exchange for the consideration, and can reasonably estimate the fair value of the benefit received, theconsideration is recorded as an operating expense.We record reimbursements received for out-of-pocket expenses as revenue, with offsetting costs recorded as cost of revenue. Out-of-pocket expensesgenerally include, but are not limited to, expenses related to transportation, lodging and meals. We record shipping and handling costs billed to customers asrevenue with offsetting costs recorded as cost of revenue.Business CombinationsWe determine and allocate the purchase price of an acquired company to the tangible and intangible assets acquired and liabilities assumed as of thebusiness combination date. Results of operations and cash flows of acquired companies are included in our operating results from the date of acquisition. Thepurchase price allocation process requires us to use significant estimates and assumptions, including fair value estimates, as of the business combination dateincluding:•estimated fair values of intangible assets;•estimated fair values of legal performance commitments to customers, assumed from the acquiree under existing contractual obligations (classified asdeferred revenue);•estimated fair values of stock awards assumed from the acquiree that are included in the purchase price;•estimated fair value of required payments under contingent consideration provisions;•estimated income tax assets and liabilities assumed from the acquiree; and•estimated fair value of pre-acquisition contingencies assumed from the acquiree.The fair value of any contingent consideration is established at the acquisition date and included in the total purchase price. The contingentconsideration is then adjusted to fair value as an increase or decrease in current earnings included in acquisition-related costs, net in each reporting period.While we use our best estimates and assumptions as part of the purchase price allocation process to accurately value assets acquired and liabilitiesassumed at the business combination date, our estimates and assumptions are inherently uncertain and subject to refinement. As a result, during the purchaseprice allocation period, which is generally one year from the business combination date, we record adjustments to the assets acquired and liabilities assumed,with the corresponding offset to goodwill. For changes in the valuation of intangible assets between preliminary and final purchase price allocation, therelated amortization is adjusted effective from the acquisition date. Subsequent to the purchase price allocation period, any adjustment to assets acquired orliabilities assumed is included in operating results in the period in which the adjustment is determined.56Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Goodwill and Indefinite-Lived Intangible AssetsGoodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired.Goodwill and intangible assets with indefinite lives are not amortized, but rather the carrying amounts of these assets are reviewed for impairment at leastannually or whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Our annual impairmentassessment date is July 1 of each fiscal year. Goodwill is evaluated for impairment based on a comparison of the fair value of our reporting units to theirrecorded carrying values. We have six reporting units based on the level of information provided to, and review thereof, by our segment management.We determine fair values for each of the reporting units using an income approach. When available and appropriate, we also use a comparative marketapproach to derive the fair values. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows,discounted at an appropriate risk adjusted rate. Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. Theseestimates and assumptions include revenue growth rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates,future economic and market conditions and determination of appropriate market comparables. We use our internal forecasts to estimate future cash flows andinclude an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business. Actual results may differ fromthose assumed in our forecasts. We derive our discount rates using a capital asset pricing model and analyzing published rates for industries relevant to ourreporting units to estimate the cost of equity financing. We use discount rates that are commensurate with the risks and uncertainty inherent in the respectivebusinesses and in our internally developed forecasts. Discount rates used in our reporting unit valuations ranged from 10.1% to 17.5%. For purposes of themarket approach, we use a valuation technique in which values are derived based on market prices of comparable publicly traded companies. We also use amarket based valuation technique in which values are determined based on relevant observable information generated by market transactions involvingcomparable businesses. We assess each valuation methodology based upon the relevance and availability of the data at the time we perform the valuationand weight the methodologies appropriately. The carrying values of the reporting units were determined based on an allocation of our assets and liabilitiesthrough specific allocation of certain assets and liabilities to the reporting units and an apportionment method based on relative size of the reporting units’revenues and operating expenses compared to the Company as a whole. Certain corporate assets and liabilities that are not instrumental to the reportingunits’ operations and would not be transferred to hypothetical purchasers of the reporting units were excluded from the reporting units’ carrying values.Long-Lived AssetsOur long-lived assets consist principally of acquired intangible assets and land, building and equipment. Land, building and equipment are stated atcost. Building and equipment are depreciated over their estimated useful lives. Leasehold improvements are depreciated over the shorter of the related leaseterm or the estimated useful life. Costs of significant improvements on existing software for internal use are capitalized and depreciated over the estimateduseful life. Depreciation is computed using the straight-line method. Repair and maintenance costs are expensed as incurred. The cost and relatedaccumulated depreciation of sold or retired assets are removed from the accounts and any gain or loss is included in operations.We include in our amortizable intangible assets those intangible assets acquired in our business and asset acquisitions, including certain technologythat is licensed from third parties. We amortize acquired intangible assets with finite lives over the estimated economic lives of the assets, generally using thestraight-line method except where the pattern of the expected economic benefit is readily identifiable, primarily customer relationship intangibles, wherebyamortization follows that pattern. Each period, we evaluate the estimated remaining useful life of acquired and licensed intangible assets, as well as land,buildings and equipment, to determine whether events or changes in circumstances warrant a revision to the remaining period of depreciation oramortization.We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate the carrying value of an asset or asset group maynot be recoverable. We assess the recoverability of the asset or asset group based on the undiscounted future cash flows the assets are expected to generate,and recognize an impairment loss when estimated undiscounted future cash flows expected to result from the use of the assets plus net proceeds expectedfrom disposition of the assets, if any, are less than the carrying value of the assets. Estimating the future cash flows of an asset or asset group involves the useof significant estimates and assumptions. These estimates and assumptions include revenue growth rates and operating margins used to calculate projectedfuture cash flows, as well as future economic and market conditions. If an asset or asset group is deemed to be impaired, the amount of the impairment loss, ifany, represents the excess of the asset or asset group’s carrying value compared to its estimated fair value.57Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Cash and Cash EquivalentsCash and cash equivalents consists of cash on hand, including money market funds and time deposits with original maturities of 90 days or less.Marketable Securities and Minority InvestmentsMarketable Securities: Marketable securities consist of time deposits and high-quality corporate debt instruments with stated maturities of more than90 days. Investments are classified as available-for-sale and are recorded on the balance sheet at fair value with unrealized gains or losses reported as aseparate component of accumulated other comprehensive income, net of tax. As of September 30, 2014, the total cost basis of our marketable securities was$41.0 million.Minority Investment: We record investments in other companies, where we do not have a controlling interest or significant influence in the equityinvestment, at cost within other assets in our consolidated balance sheet. We review our investments for impairment whenever declines in estimated fair valueare deemed to be other-than-temporary.Accounts Receivable AllowancesAllowances for Doubtful Accounts: We maintain an allowance for doubtful accounts for the estimated probable losses on uncollectible accountsreceivable. The allowance is based upon the credit worthiness of our customers, our historical experience, the age of the receivable and current market andeconomic conditions. Receivables are written off against these allowances in the period they are determined to be uncollectible.Allowances for Sales Returns: We maintain an allowance for sales returns from customers for which we have the ability to estimate returns based onhistorical experience. The returns allowance is recorded as a reduction in revenue and accounts receivable at the time the related revenue is recorded.Receivables are written off against the allowance in the period the return is received.For the years ended September 30, 2014, 2013 and 2012, the activity related to accounts receivable allowances was as follows (dollars in thousands): Allowance forDoubtful Accounts Allowance forSales ReturnsBalance at October 1, 2011$5,707 $6,233Bad debt provision2,706 —Write-offs, net of recoveries(1,480) —Revenue adjustments, net— 3,635Balance at September 30, 2012$6,933 $9,868Bad debt provisions4,781 —Write-offs, net of recoveries(3,185) —Revenue adjustments, net— (4,208)Balance at September 30, 2013$8,529 $5,660Bad debt provisions3,917 —Write-offs, net of recoveries(955) —Revenue adjustments, net— 4,268Balance at September 30, 2014$11,491 $9,928InventoriesInventories are stated at the lower of cost, computed using the first-in, first-out method, or market value and are included in other current assets. Weregularly review inventory quantities on hand and record a provision for excess and/or obsolete inventory primarily based on future purchase commitmentswith our suppliers, and the estimated utility of our inventory as well as other factors including technological changes and new product development.58Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Inventories, net of allowances, consisted of the following (dollars in thousands): September 30, 2014 September 30, 2013Components and parts$8,591 $11,504Finished products3,862 3,212 $12,453 $14,716Accounting for Collaboration AgreementsHealthcare Collaboration AgreementIn June 2011, we entered into an agreement with a large healthcare provider to acquire certain data for $10.0 million, to be used in a joint developmentproject. In addition, under the terms of the arrangement we will be reimbursed for certain research and development costs related to specified productdevelopment projects with the objective of commercializing the resulting products. All intellectual property derived from these research and developmentefforts will be owned by us. Upon product introduction, we will pay royalties to this party based on the actual sales. At the end of five years, the party canelect to continue with the arrangement, receiving royalties on future sales, or receive a buy-out payment from us and forgo future royalties. The buy-outpayment is calculated based on a number of factors including the net cash flows received and paid by the parties, as well as a minimum return on those netcash flows. As of September 30, 2014, the estimated maximum amount that would be payable if our partner were to elect to receive a buy-out at the optiondate is $2.6 million.The above development arrangement is accounted for in accordance with ASC 730, Research and Development. Accordingly, any buy-out obligationwill be recorded as a liability and any reimbursement of the research and development costs in excess of the buy-out obligation will be recorded as an offsetto research and development costs. Royalties paid to this party upon commercialization of any products from these development efforts will be recorded as areduction to revenue in accordance with ASC 605. For fiscal year ended September 30, 2013, $2.2 million of expense reimbursement has been recorded as areduction in research and development expense. In April 2013, we signed Amendment No. 1 to the agreement. Under terms of the amendment, funding forfuture research and development expenses ended effective September 30, 2013.Intellectual Property Collaboration AgreementsIn order to gain access to a third party’s extensive speech recognition technology, natural language and semantic processing technology, in fiscal 2010and 2011, we entered into intellectual property collaboration agreements with terms up to six years. Generally, the agreements call for annual payments incash or shares of our common stock, at our election. The final payments under the agreements were paid in 2014 and total $3.8 million. Depending on theagreement, some or all intellectual property derived from these collaborations will be jointly owned by the two parties. For the majority of the developedintellectual property, we will have sole rights to commercialize such intellectual property for periods ranging between two to six years, depending on theagreement. We issued 0.2 million, 1.1 million and 1.0 million shares of our common stock for payments totaling $3.8 million, $22.5 million and $23.4million in each of the fiscal years ending in 2014, 2013 and 2012, respectively.The payments are recorded as a prepaid asset when made, and are expensed ratably over the contractual period. For the years ended September 30,2014, 2013 and 2012, we have recognized $19.7 million, $20.6 million, and $21.0 million as research and development expense, respectively, related tothese agreements in our consolidated statements of operations.Research and Development CostsResearch and development costs related to software that is or will be sold or licensed externally to third-parties, or for which a substantive plan exists tosell or license such software in the future, incurred subsequent to the establishment of technological feasibility, but prior to the general release of the product,are capitalized and amortized to cost of revenue over the estimated useful life of the related products. We have determined that technological feasibility isreached shortly before the general release of our software products. Costs incurred after technological feasibility is established have not been material. Weexpense research and development costs as incurred.59Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Acquisition-Related Costs, netAcquisition-related costs include costs related to business and other acquisitions, including potential acquisitions. These costs consist of (i) transitionand integration costs, including retention payments, transitional employee costs and earn-out payments treated as compensation expense, as well as the costsof integration-related activities including services provided by third-parties; (ii) professional service fees, including third-party costs related to theacquisitions, and legal and other professional service fees associated with disputes and regulatory matters related to acquired entities; and (iii) adjustments toacquisition-related items that are required to be marked to fair value each reporting period, such as contingent consideration, and other items related toacquisitions for which the measurement period has ended.The components of acquisition-related costs, net are as follows (dollars in thousands): 2014 2013 2012Transition and integration costs$25,290 $28,302 $9,888Professional service fees9,929 20,381 48,401Acquisition-related adjustments(11,001) (18,998) 457Total$24,218 $29,685 $58,746Included in Acquisition-related adjustments for the year ended September 30, 2014 and 2013, is income of $7.7 million and $17.8 million related tothe elimination of contingent liabilities established in the original allocation of purchase price for acquisitions closed in fiscal 2008 and 2007, respectively,following the expiration of the applicable statute of limitations.Advertising CostsAdvertising costs are expensed as incurred and are classified as sales and marketing expenses. Cooperative advertising programs reimburse customersfor marketing activities for certain of our products, subject to defined criteria. Cooperative advertising obligations are accrued and expensed at the same timethe related revenue is recognized. Cooperative advertising expenses are recorded as expense to the extent that an advertising benefit separate from therevenue transaction can be identified and the cash paid does not exceed the fair value of that advertising benefit received. Any excess of cash paid over thefair value of the advertising benefit received is recorded as a reduction in revenue. We incurred advertising costs of $49.4 million, $52.1 million and $48.2million for fiscal 2014, 2013 and 2012, respectively.Convertible DebtWe separately account for the liability (debt) and equity (conversion option) components of our convertible debt instruments that require or permitsettlement in cash upon conversion in a manner that reflects our nonconvertible debt borrowing rate at the time of issuance. The equity components of ourconvertible debt instruments are recorded to stockholders’ equity with an offsetting debt discount. The debt discount created is amortized to interest expensein our consolidated statement of operations using the effective interest method over the expected term of the convertible debt.Income TaxesDeferred tax assets and liabilities are determined based on differences between the financial statement and tax bases of assets and liabilities usingenacted tax rates in effect in the years in which the differences are expected to reverse. We do not provide for U.S. income taxes on the undistributed earningsof our foreign subsidiaries, which we consider to be indefinitely reinvested outside of the U.S.We make judgments regarding the realizability of our deferred tax assets. The balance sheet carrying value of our net deferred tax assets is based onwhether we believe that it is more likely than not that we will generate sufficient future taxable income to realize these deferred tax assets after considerationof all available evidence. We regularly review our deferred tax assets for recoverability considering historical profitability, projected future taxable income,the expected timing of the reversals of existing temporary differences and tax planning strategies. In assessing the need for a valuation allowance, weconsider both positive and negative evidence related to the likelihood of realization of the deferred tax assets. The weight given to the positive and negativeevidence is commensurate with the extent to which the evidence may be objectively verified. As such, it is generally difficult for positive evidence regardingprojected future taxable income exclusive of reversing taxable temporary differences to outweigh objective negative evidence of recent financial reportinglosses. Generally, cumulative loss in recent years is a significant piece of negative evidence that is difficult to overcome in determining that a valuationallowance is not needed.60Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)As of September 30, 2014 and 2013, valuation allowances have been established for all U.S. and for certain foreign deferred tax assets which we believedo not meet the “more likely than not” criteria for recognition. If we are subsequently able to utilize all or a portion of the deferred tax assets for which avaluation allowance has been established, then we may be required to recognize these deferred tax assets through the reduction of the valuation allowancewhich could result in a material benefit to our results of operations in the period in which the benefit is determined.Comprehensive Income (Loss)For the purposes of comprehensive income (loss) disclosures, we do not record tax provisions or benefits for the net changes in the foreign currencytranslation adjustment, as we intend to reinvest undistributed earnings in our foreign subsidiaries permanently.The components of accumulated other comprehensive income (loss), reflected in the consolidated statements of stockholders’ equity, consisted of thefollowing (dollars in thousands): 2014 2013 2012Foreign currency translation adjustment$(19,851) $7,788 $(3,456)Net unrealized losses on post-retirement benefits(4,164) (975) (3,574)Total$(24,015) $6,813 $(7,030)Concentration of RiskFinancial instruments that potentially subject us to significant concentrations of credit risk principally consist of cash, cash equivalents, marketablesecurities and trade accounts receivable. We place our cash and cash equivalents and marketable securities with financial institutions with high credit ratings.As part of our cash and investment management processes, we perform periodic evaluations of the credit standing of the financial institutions with whom wemaintain deposits, and have not recorded any credit losses to-date. For trade accounts receivable, we perform ongoing credit evaluations of our customers’financial condition and limit the amount of credit extended when deemed appropriate. At September 30, 2014 and 2013, no customer accounted for greaterthan 10% of our net accounts receivable balance or 10% of our revenue for fiscal 2014, 2013 or 2012.Fair Value of Financial InstrumentsFinancial instruments including cash equivalents, accounts receivable, and accounts payable are carried in the financial statements at amounts thatapproximate their fair value based on the short maturities of those instruments. Marketable securities and derivative instruments are carried at fair value. Referto Note 10 for discussion of the fair value of our long-term debt.Foreign Currency TranslationWe have significant foreign operations and transact business in various foreign currencies. In general, the functional currency of a foreign operation isthe local country’s currency. Non-functional currency monetary balances are re-measured into the functional currency of the subsidiary with any related gainor loss recorded in other (expense) income, net, in the accompanying consolidated statements of operations. Assets and liabilities of operations outside theUnited States, for which the functional currency is the local currency, are translated into United States dollars using period-end exchange rates. Revenues andexpenses are translated at the average exchange rates in effect during each fiscal month during the year. The effects of foreign currency translationadjustments are included as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets. Foreigncurrency transaction (losses) gains included in other (expense) income, net for fiscal 2014, 2013, and 2012 were $0.9 million, $(0.5) million, and $0.6million, respectively.Financial Instruments and Hedging ActivitiesWe utilize derivative instruments to hedge specific financial risks including foreign exchange risk. We do not engage in speculative hedging activity.In order for us to account for a derivative instrument as a hedge, specific criteria must be met, including: (i) ensuring at the inception of the hedge that formaldocumentation exists for both the hedging relationship and the entity’s risk management objective and strategy for undertaking the hedge and (ii) at theinception of the hedge and on an ongoing basis, the hedging relationship is expected to be highly effective in achieving offsetting changes in fair valueattributed to the hedged risk during the period that the hedge is designated. Further, an assessment of effectiveness is required whenever financial statementsor earnings are reported. Absent meeting these criteria, changes in fair value are recognized in other (expense) income, net, in the consolidated statements ofoperations. Once the underlying forecasted transaction is realized, the gain or loss from the derivative designated as a hedge of the transaction is reclassifiedfrom accumulated other comprehensive income (loss) to the61Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)statement of operations, in the appropriate revenue or expense caption. Any ineffective portion of the derivatives designated as cash flow hedges isrecognized in current earnings. We report cash flows arising from derivative financial instruments designated as fair value or cash flow hedges consistent withthe classification of the cash flows from the underlying hedged items that these derivatives are hedging. Cash flows from derivatives that do not qualify ashedges are generally reported in cash flows from investing activities. Cash payments or cash receipts on security price guarantees related to changes in theprice of our own stock as discussed in Note 11, are reported as cash flows from financing activities.Accounting for Stock-Based CompensationWe account for stock-based compensation to employees and directors, including grants of employee stock options, purchases under employee stockpurchase plans, and restricted awards through recognition of the fair value of the share-based awards as a charge against earnings in the form of stock-basedcompensation. We recognize stock-based compensation expense over the requisite service period, net of estimated forfeitures. We recognize benefits fromstock-based compensation in equity using the with-and-without approach for the utilization of tax attributes.Net (Loss) Income Per ShareWe compute net (loss) income per share in accordance with the two-class method. Under the two-class method, basic net income per share is computedby dividing the net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Net lossesare not allocated to preferred stockholders. We have determined that the Series B convertible preferred stock outstanding as of September 30, 2012,represented a participating security and as such the preferred shares are excluded from basic earnings per share for the year ended September 30, 2012.Diluted net (loss) income per share is computed using the more dilutive of (a) the two-class method, or (b) the if-converted method. We allocate netincome first to preferred stockholders based on dividend rights and then to common and preferred stockholders based on ownership interests. The weighted-average number of common shares outstanding gives effect to all potentially dilutive common equivalent shares, including outstanding stock options andrestricted stock, shares held in escrow, contingently issuable shares under earn-out agreements once earned, warrants, and potential issuance of stock uponconversion of our 2.75% Convertible Debentures. The convertible debentures are considered Instrument C securities due to the fact that only the excess ofthe conversion value on the date of conversion can be paid in our common shares; the principal portion of the conversion must be paid in cash. Therefore,only the shares of common stock potentially issuable with respect to the excess of the conversion value over its principal amount, if any, is considered asdilutive potential common shares for purposes of calculating diluted net (loss) income per share.62Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The following table sets forth the computation for basic and diluted net (loss) income per share for the years ended September 30, 2014, 2013 and 2012(dollars in thousands, except per share amounts): 2014 2013 2012Numerator: Basic Net (loss) income$(150,343) $(115,238) $207,135Allocation of undistributed earnings to preferred stockholders— — (2,381)Net (loss) income available to common stockholders — basic$(150,343) $(115,238) $204,754Diluted Net (loss) income available to common stockholders — diluted$(150,343) $(115,238) $207,135Denominator: Basic Weighted average common shares outstanding316,936 313,587 306,371Diluted Weighted average common shares outstanding — basic316,936 313,587 306,371Weighted average effect of dilutive common equivalent shares: Assumed conversion of Series B Preferred Stock— — 3,562Employee stock compensation plans— — 6,074Warrants— — 2,094Convertible Debt— — 2,558Other contingently issuable shares— — 163Weighted average common shares outstanding — diluted316,936 313,587 320,822Net (loss) income per share: Basic$(0.47) $(0.37) $0.67Diluted$(0.47) $(0.37) $0.65Common equivalent shares are excluded from the computation of diluted net (loss) income per share if their effect is anti-dilutive. Potentially dilutivecommon equivalent shares aggregating to 10.9 million shares, 13.6 million shares and 3.2 million shares for the years ended September 30, 2014, 2013 and2012, respectively, have been excluded from the computation of diluted net (loss) income per share because their inclusion would be anti-dilutive.Recently Issued Accounting StandardsIn August 2014, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update No. 2014-15, "Disclosure of Uncertaintiesabout an Entity's Ability to Continue as a Going Concern" (ASU 2014-15), to provide guidance on management's responsibility in evaluating whether thereis substantial doubt about a company's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 is effective for us inthe first quarter of fiscal 2017, with early adoption permitted. We do not believe that this will have a material impact on our consolidated financialstatements.In June 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-12, "Accounting for Share-BasedPayments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period" (ASU 2014-12). ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. Areporting entity should apply existing guidance in ASC 718, "Compensation - Stock Compensation," as it relates to such awards. ASU 2014-12 is effectivefor us in our first quarter of fiscal 2017 with early adoption permitted using either of two methods: (i) prospective to all awards granted or modified after theeffective date; or (ii) retrospective to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented inthe financial statements and to all new or modified awards thereafter, with the cumulative effect of applying ASU 2014-12 as an adjustment to the openingretained earnings balance as of the beginning of the earliest annual period presented in the financial statements. We are currently evaluating the impact of ourpending adoption on ASU 2014-12 on our consolidated financial statements.63Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)In May 2014, the FASB issued Accounting Standards Update No. 2014-09, "Revenue from Contracts with Customers: Topic 606" (ASU 2014-09), tosupersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of ASU 2014-09 is to recognize revenues when promisedgoods or services are transferred to customers in an amount that reflects the consideration that is expected to be received for those goods or services. ASU2014-09 defines a five step process to achieve this core principle and, in doing so, it is possible more judgment and estimates may be required within therevenue recognition process than required under existing U.S. GAAP including identifying performance obligations in the contract, estimating the amount ofvariable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 iseffective for us in our first quarter of fiscal 2018 using either of two methods: (i) retrospective to each prior reporting period presented with the option to electcertain practical expedients as defined within ASU 2014-09; or (ii) retrospective with the cumulative effect of initially applying ASU 2014-09 recognized atthe date of initial application and providing certain additional disclosures as defined per ASU 2014-09. We are currently evaluating the impact of ourpending adoption of ASU 2014-09 on our consolidated financial statements.In April 2014, the FASB issued Accounting Standards Update No. 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals ofComponents of an Entity" (ASU 2014-08), to change the criteria for determining which disposals can be presented as discontinued operations and enhancedthe related disclosure requirements. ASU 2014-08 is effective for us on a prospective basis in our first quarter of fiscal 2016 with early adoption permitted fordisposals (or classifications as held for sale) that have not been reported in financial statements previously issued. We are currently evaluating the impact ofour pending adoption of ASU 2014-08 on our consolidated financial statements.In July 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-11, "Presentation of an UnrecognizedTax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists" (ASU 2013-11) to provide guidance on thepresentation of unrecognized tax benefits. ASU 2013-11 requires an entity to present an unrecognized tax benefit, or a portion of an unrecognized taxbenefit, as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows: to theextent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicablejurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction doesnot require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented inthe financial statements as a liability and should not be combined with deferred tax assets. ASU 2013-11 is effective for us in our first quarter of fiscal 2015with earlier adoption permitted. ASU 2013-11 should be applied prospectively with retroactive application permitted. We do not believe that this will have amaterial impact on our consolidated financial statements.3.Business AcquisitionsFiscal 2014 AcquisitionsDuring fiscal 2014, we acquired several immaterial businesses in our Imaging, Healthcare and Enterprise segments for total initial cash considerationof $258.1 million together with future contingent payments. In allocating the total purchase consideration for these acquisitions based on preliminaryestimated fair values, we recorded $141.1 million of goodwill and $134.5 million of identifiable intangibles assets. Intangible assets acquired includedcustomer relationships and core and completed technology with weighted average useful lives of 10.2 years. The majority of these acquisitions are treated asstock purchases, and the goodwill resulting from these acquisitions is not expected to be deductible for tax purposes.The fair value estimates for the assets acquired and liabilities assumed for acquisitions completed during fiscal 2014 were based upon preliminarycalculations and valuations, and our estimates and assumptions for each of these acquisitions are subject to change as we obtain additional informationduring the respective measurement periods (up to one year from the respective acquisition dates). The primary areas of preliminary estimates that were not yetfinalized related to certain receivables and liabilities acquired.We have not furnished pro forma financial information related to our current year acquisitions because such information is not material, individuallyor in the aggregate, to our financial results.Fiscal 2013 AcquisitionsOn May 31, 2013, we acquired Tweddle Technology Solutions Segment ("TGT") for total consideration of $83.3 million in cash, including a purchaseprice adjustment as specified in the asset purchase agreement. TGT provides cloud-based infotainment and communications solutions to the automotiveindustry. The transaction was structured as an asset acquisition, and therefore64Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)the goodwill is expected to be deductible for tax purposes. The results of operations for TGT are included in our Mobile and Consumer segment from theacquisition date.In October 2012, we acquired JA Thomas for cash consideration totaling approximately $244.8 million together with a deferred payment of $25.0million contingent on the continued employment of certain key executives. The deferred payment was recorded as compensation expense over the requisiteemployment period, and included in acquisition-related costs, net in our consolidated statements of operations. JA Thomas provides Clinical DocumentationImprovement solutions to hospitals, primarily in the U.S., and the results of operations are included in our Healthcare segment from the acquisition date. Inaccordance with the JA Thomas stock purchase agreement, we reached an agreement with the sellers to treat this transaction as an asset purchase, andtherefore the goodwill is expected to be deductible for tax purposes.During fiscal 2013, we acquired several other businesses for total purchase consideration of $251.7 million. These acquisitions are not individuallymaterial and were made in each of our segments. These acquisitions are treated as stock purchases, and the goodwill resulting from these acquisitions is notexpected to be deductible for tax purposes.The results of operations of these acquisitions have been included in our financial results from the applicable acquisition date. A summary of the finalallocation of the purchase consideration for our fiscal 2013 acquisitions is as follows (dollars in thousands): TGT JA Thomas Other Fiscal2013AcquisitionsPurchase consideration: Cash$83,330 $244,777 $251,215Fair value of contingent consideration— — 450Total purchase consideration$83,330 $244,777 $251,665 Allocation of the purchase consideration: Cash$— $3,555 $18,004Accounts receivable (a)8,779 8,310 17,237Goodwill42,858 163,863 122,375Identifiable intangible assets (b)33,600 71,310 109,383Other assets10,330 2,745 31,554Total assets acquired95,567 249,783 298,553Current liabilities(1,452) (2,843) (10,274)Deferred tax liability— (1,474) (35,557)Other long term liabilities(10,785) (689) (1,057)Total liabilities assumed(12,237) (5,006) (46,888)Net assets acquired$83,330 $244,777 $251,66565Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)(a)Accounts receivable have been recorded at their estimated fair values and the fair value reserve was not material.(b)The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on finalvaluations (dollars in thousands): TGT JA Thomas Other Fiscal 2013 Acquisitions Amount WeightedAverageLife(Years) Amount WeightedAverageLife(Years) Amount WeightedAverageLife(Years)Core and completed technology$7,700 7.0 $3,920 5.0 $33,663 6.6Customer relationships25,900 9.0 66,100 11.0 72,188 10.9Trade names— — 1,290 7.0 3,102 6.6Non-Compete agreements— — — — 430 2.8Total$33,600 $71,310 $109,383 Fiscal 2012 AcquisitionsOn June 1, 2012, we acquired all of the outstanding capital stock of Vlingo for net cash consideration of $196.3 million, which excludes the amountswe received as a security holder of Vlingo, as described below. Vlingo provides technology that turns spoken words into action by combining speechrecognition and natural language processing technology to understand the user's intent and take the appropriate action. The acquisition is treated as a stockpurchase for accounting purposes, and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operationsfor Vlingo are included in our Mobile and Consumer Segment from the acquisition date.On April 26, 2012, we acquired all of the outstanding capital stock of Transcend, a provider of medical transcription and editing services. The aggregateconsideration payable to the former stockholders of Transcend was $332.3 million. The acquisition is treated as a stock purchase for accounting purposes,and the goodwill resulting from this acquisition is not expected to be deductible for tax purposes. The results of operations for Transcend are included in ourHealthcare segment from the acquisition date.During fiscal 2012, we acquired three additional businesses for total cash consideration of $355.6 million. The most significant of these otheracquisitions was Quantim, for which we paid total consideration of $230.2 million, and is included in our Healthcare segment. The results of operations ofthese acquisitions have been included in our consolidated results from their respective acquisition dates. The goodwill resulting from these transactions isnot expected to be deductible for tax purposes.66Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)A summary of the final allocation of the purchase consideration for Vlingo, Transcend and our other fiscal 2012 acquisitions is as follows (dollars inthousands): Vlingo Transcend Other Fiscal 2012AcquisitionsPurchase consideration: Cash$196,304 $332,253 $339,194Fair value of contingent consideration— — 16,444Fair value of prior investment (a)28,696 — —Total purchase consideration$225,000 $332,253 $355,638Allocation of the purchase consideration: Cash$— $6,255 $10,194Accounts receivable(b)5,904 16,766 51,564Goodwill (c)189,420 214,209 208,102Identifiable intangible assets(d)29,382 142,160 144,900Other assets6,274 17,714 9,707Total assets acquired230,980 397,104 424,467Current liabilities(5,980) (21,583) (8,544)Deferred tax liability— (41,000) (57,247)Other long term liabilities— (2,268) (3,038)Total liabilities assumed(5,980) (64,851) (68,829)Net assets acquired$225,000 $332,253 $355,638(a)In October 2009, we acquired $15.0 million of convertible preferred securities of Vlingo. We have recognized a gain of $13.7 million included inother (expense) income, net, in year ended September 30, 2012, reflecting the fair value adjustment as a result of the conversion of our originalinvestment in the non-controlling interest upon the closing of the Vlingo acquisition.(b)Accounts receivable have been recorded at their estimated fair values, which consists of the gross accounts receivable assumed of $88.0 million,reduced by a fair value reserve of $13.8 million representing the portion of contractually owed accounts receivable which we do not expect to becollected.(c)At the time of the Vlingo acquisition, we ascribed significant value to future new customer relationships, future technologies that could bedeveloped, as well as synergies and other benefits that do not meet the recognition criteria of acquired identifiable intangible assets. Accordingly,the value of these components is included within goodwill.(d)The following are the identifiable intangible assets acquired and their respective weighted average useful lives, as determined based on finalvaluations (dollars in thousands): Vlingo Transcend Other Fiscal 2012 Acquisitions Amount WeightedAverageLife(Years) Amount WeightedAverageLife(Years) Amount WeightedAverageLife(Years)Core and completed technology$5,362 5.4 $5,410 5.0 $45,300 7.9Customer relationships23,200 14.0 130,260 13.0 90,400 11.5Trade name30 1.0 4,480 4.0 9,000 8.2Non-Compete agreements790 3.0 2,010 3.0 200 3.0Total$29,382 $142,160 $144,900 67Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)4.Contingent Acquisition PaymentsEarn-out PaymentsIn connection with certain acquisitions completed in fiscal 2014, we may be required to make up to $13.5 million of additional payments to theselling shareholders contingent upon the achievement of specified objectives, including the achievement of future bookings and sales targets related to theproducts of the acquired entities. The contingent payments for these acquisitions were recorded at a total estimated fair value of $7.7 million on theapplicable acquisition date, based on the probability of achieving the specified objective using a probability-weighted discounted cash flow model. This fairvalue measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement as defined in the fair value hierarchy(see Note 12). The changes to the fair value of the contingent consideration will be recognized in acquisition-related costs, net in the consolidated statementsof operations in the period in which the estimated fair value changes. In addition, there are deferred payment obligations to certain former shareholders,contingent upon their continued employment. These deferred payment obligations, totaling $18.9 million, will be recorded as compensation expense overthe applicable employment period, and included in acquisition-related costs, net in our consolidated statements of operations.In connection with our acquisition of JA Thomas in October 2012, we agreed to make deferred payments to the former shareholders of JA Thomas of upto $25.0 million in October 2014, contingent upon the continued employment of certain named executives and certain other conditions. The deferredpayment was recognized as compensation expense over the two year employment period and included in acquisition-related costs, net in our consolidatedstatements of operations. In October 2014, upon completion of the required employment condition, we made a cash payment of $25.0 million to the formershareholders of JA Thomas.In connection with our acquisition of Swype, Inc. ("Swype") in October 2011, we agreed to make deferred payments to the former shareholders of Swypeof up to $25.0 million in April 2013, contingent upon the continued employment of three named executives and certain other conditions. The portion of thedeferred payment that was payable to the three named executives was recognized as compensation expense over the 18 month employment period andincluded in acquisition-related costs, net, in our consolidated statements of operations. In April 2013, upon completion of the required employmentcondition, we made a cash payment of $25.0 million to the former shareholders of Swype.5.Goodwill and Intangible AssetsThe changes in the carrying amount of goodwill for our reportable segments for fiscal years 2014 and 2013 were as follows (dollars in thousands): Healthcare Mobile and Consumer Enterprise Imaging TotalBalance as of September 30, 2012$1,024,668 $1,265,866 $496,833 $168,110 $2,955,477Acquisitions232,545 47,597 17,372 33,338 330,852Dispositions(712) — (731) — (1,443)Purchase accounting adjustments(588) (3,829) — 265 (4,152)Effect of foreign currency translation1,314 4,001 6,495 654 12,464Balance as of September 30, 20131,257,227 1,313,635 519,969 202,367 3,293,198Acquisitions52,483 — 29,047 59,609 141,139Purchase accounting adjustments(303) 2,595 (4,496) 500 (1,704)Effect of foreign currency translation(5,308) (6,905) (8,319) (1,208) (21,740)Balance as of September 30, 2014$1,304,099 $1,309,325 $536,201 $261,268 $3,410,89368Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Intangible assets consist of the following as of September 30, 2014 and 2013, which includes $76.8 million and $98.8 million of licensed technology,respectively (dollars in thousands): September 30, 2014 Gross CarryingAmount AccumulatedAmortization Net CarryingAmount Weighted AverageRemaining Life(Years)Customer relationships$1,103,092 $(466,144) $636,948 9.1Technology and patents457,567 (225,137) 232,430 5.1Trade names, trademarks, and other67,252 (21,996) 45,256 7.1Non-competition agreements3,988 (3,139) 849 1.0Total$1,631,899 $(716,416) $915,483 7.9 September 30, 2013 Gross CarryingAmount AccumulatedAmortization Net CarryingAmount Weighted AverageRemaining Life(Years)Customer relationships$1,072,993 $(423,442) $649,551 9.4Technology and patents445,331 (188,585) 256,746 5.3Trade names, trademarks, and other63,651 (18,661) 44,990 8.3Non-competition agreements3,981 (1,990) 1,991 1.5Total$1,585,956 $(632,678) $953,278 8.2Amortization expense for acquired technology and patents is included in the cost of revenue in the accompanying statements of operations andamounted to $61.0 million, $63.6 million and $60.0 million in fiscal 2014, 2013 and 2012, respectively. Amortization expense for customer relationships,trade names, trademarks, and other, and non-competition agreements is included in operating expenses and amounted to $109.1 million, $105.3 million and$95.4 million in fiscal 2014, 2013 and 2012, respectively.Estimated amortization expense for each of the five succeeding years as of September 30, 2014, is as follows (dollars in thousands):Year Ending September 30, Cost of Revenue Other OperatingExpenses Total2015 $58,659 $103,302 $161,9612016 51,864 103,319 155,1832017 42,760 88,757 131,5172018 32,068 65,780 97,8482019 18,700 63,330 82,030Thereafter 28,380 258,564 286,944Total $232,431 $683,052 $915,48369Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)6.Accounts ReceivableAccounts receivable consisted of the following (dollars in thousands): September 30, 2014 September 30, 2013Trade accounts receivable$432,584 $375,044Unbilled accounts receivable under long-term contracts17,101 21,886Gross accounts receivable449,685 396,930Less — allowance for doubtful accounts(11,491) (8,529)Less — allowance for sales returns(9,928) (5,660)Accounts receivable, net$428,266 $382,7417.Land, Building and Equipment, NetLand, building and equipment, net consisted of the following (dollars in thousands): Useful Life (InYears) September 30, 2014 September 30, 2013Land— $2,400 $2,400Building30 5,456 5,456Machinery and equipment3-5 78,539 59,941Computers, software and equipment3-7 271,278 228,155Leasehold improvements2-7 34,867 26,357Furniture and fixtures5 20,306 14,862Construction in progress— 3,764 1,945Subtotal 416,610 339,116Less: accumulated depreciation (225,199) (178,143)Land, building and equipment, net $191,411 $160,973We capitalize certain costs associated with internal-use software including purchased licenses, contract labor and internal labor costs. For the yearsended September 30, 2014, 2013 and 2012 respectively, we capitalized $41.8 million, $26.4 million and $11.7 million of internal labor costs related tointernal-use software; these amounts are included in Computers, software and equipment.Depreciation expense for fiscal 2014, 2013 and 2012 was $51.7 million, $39.8 million and $31.7 million, respectively.8.Accrued Expenses and Other Current LiabilitiesAccrued expenses and other current liabilities consisted of the following (dollars in thousands): September 30, 2014 September 30, 2013Compensation$146,730 $112,756Cost of revenue related liabilities22,340 17,992Accrued interest payable15,092 15,879Professional fees10,852 17,682Sales and marketing incentives10,188 11,681Sales and other taxes payable9,367 10,625Acquisition costs and liabilities9,307 15,522Facilities related liabilities5,720 4,249Other11,683 7,839Total$241,279 $214,22570Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)9.Deferred RevenueDeferred maintenance revenue consists of prepaid fees received for post-contract customer support for our products, including telephone support andthe right to receive unspecified upgrades/enhancements on a when-and-if-available basis. Unearned revenue includes upfront fees for setup andimplementation activities as well as subscription fees related to hosted offerings; certain software arrangements for which we do not have fair value of post-contract customer support, resulting in ratable revenue recognition for the entire arrangement on a straight-line basis; and fees in excess of estimated earningson percentage-of-completion service contracts.Deferred revenue at September 30, 2014 and 2013 was as follows (dollars in thousands): September 30, 2014 September 30, 2013Current Liabilities: Deferred maintenance revenue$140,737 $134,213Unearned revenue157,488 119,540Total current deferred revenue$298,225 $253,753Long-term Liabilities: Deferred maintenance revenue$60,398 $51,784Unearned revenue189,481 109,039Total long-term deferred revenue$249,879 $160,82310.Credit Facilities and DebtAt September 30, 2014 and 2013, we had the following borrowing obligations (dollars in thousands): September 30, 2014 September 30, 20135.375% Senior Notes due 2020, net of unamortized premium of $4.6 million and $5.4 million, respectively.Effective interest rate 5.28%.$1,054,601 $1,055,3852.75% Convertible Debentures due 2031, net of unamortized discount of $88.8 million and $113.5 million,respectively. Effective interest rate 7.43%.601,226 576,5242.75% Convertible Debentures due 2027, net of unamortized discount of $8.8 million at September 30, 2013.Effective interest rate 7.30%.— 241,206Credit Facility, net of unamortized original issue discount of $1.0 million and $1.2 million respectively.476,399 481,016Total long-term debt2,132,226 2,354,131Less: current portion4,834 246,040Non-current portion of long-term debt$2,127,392 $2,108,091The estimated fair value of our long-term debt approximated $2,179.2 million (face value $2,217.4 million) and $2,458.2 million (face value $2,472.2million) at September 30, 2014 and 2013, respectively. These fair value amounts represent the value at which our lenders could trade our debt within thefinancial markets, and do not represent the settlement value of these long-term debt liabilities to us at each reporting date. The fair value of the long-termdebt will continue to vary each period based on fluctuations in market interest rates, as well as changes to our credit ratings. The Senior Notes, theConvertible Debentures, and the term loan portion of our Credit Facility are traded and the fair values of each borrowing was estimated using the averages ofthe bid and ask trading quotes at each respective reporting date. We had no outstanding balance on the revolving credit line portion of our Credit Facility atSeptember 30, 2014 and 2013.5.375% Senior Notes due 2020On August 14, 2012, we issued $700 million aggregate principal amount of 5.375% Senior Notes due on August 15, 2020 in a private placement. Thenet proceeds from the Notes were approximately $689.1 million, net of issuance costs. The Notes bear interest at 5.375% per year, payable in cash semi-annually in arrears. The ending unamortized deferred debt issuance costs for the total 5.375% Senior Notes at September 30, 2014 and 2013 were $11.1million and $13.0 million respectively.71Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)On October 22, 2012, we issued an additional $350.0 million aggregate principal amount of our 5.375% Senior Notes due 2020 (the "Notes"). The Noteswere issued pursuant to the indenture agreement dated August 14, 2012, relating to our existing $700 million aggregate principal amount of 5.375% SeniorNotes due in 2020. Total proceeds received, net of issuance costs, were $351.7 million. On October 31, 2012, we used $143.5 million of the net proceeds topay the term loans under the Credit Facility originally maturing in March 2013.The Notes are the unsecured senior obligations of the Company and are guaranteed (the “Guarantees”) on an unsecured senior basis by substantially allof the Company's direct and indirect wholly owned domestic subsidiaries (the “Subsidiary Guarantors”). The Notes and Guarantees rank equally in right ofpayment with all of the Company's and the Subsidiary Guarantors' existing and future unsecured senior debt and rank senior in right of payment to all of theCompany's and the Subsidiary Guarantors' future unsecured subordinated debt. The Notes and Guarantees effectively rank junior to all secured debt of theCompany and the Subsidiary Guarantors to the extent of the value of the collateral securing such debt and to all liabilities, including trade payables, of theCompany's subsidiaries that have not guaranteed the Notes.At any time before August 15, 2016, we may redeem all or a portion of the Notes at a redemption price equal to 100% of the aggregate principal amountof the Notes to be redeemed, plus a “make-whole” premium and accrued and unpaid interest to, but excluding, the redemption date. At any time on or afterAugust 15, 2016, we may redeem all or a portion of the Notes at certain redemption prices expressed as percentages of the principal amount, plus accrued andunpaid interest to, but excluding, the redemption date. At any time and from time to time before August 15, 2015, we may redeem up to 35% of the aggregateoutstanding principal amount of the Notes with the net cash proceeds received by the Company from certain equity offerings at a price equal to 105.375%,plus accrued and unpaid interest to, but excluding, the redemption date, provided that the redemption occurs no later than the 120 days after the closing ofthe related equity offering, and at least 50% of the original aggregate principal amount of the Notes remains outstanding immediately thereafter.Upon the occurrence of certain asset sales or a change in control, we must offer to repurchase the Notes at a price equal to 100%, in the case of an assetsale, or 101%, in the case of a change of control, of the principal amount plus accrued and unpaid interest to, but excluding, the repurchase date.2.75% Convertible Debentures due 2031On October 24, 2011, we sold $690 million of 2.75% Convertible Debentures due in 2031 (the “2031 Debentures”) in a private placement. Totalproceeds, net of debt issuance costs, were $676.1 million. The 2031 Debentures bear interest at 2.75% per year, payable in cash semi-annually in arrears. The2031 Debentures mature on November 1, 2031, subject to the right of the holders to require us to redeem the 2031 Debentures on November 1, 2017, 2021,and 2026.ASC 470-20, Debt with Conversion and Other Options, requires us to allocate the proceeds to the liability component based on the fair valuedetermined at the issuance date with the remainder allocated to the conversion right and recorded in stockholders' equity. We initially allocated $533.6million to long-term debt, and $156.4 million has been recorded as additional paid-in capital. The aggregate debt discount is being amortized to interestexpense using the effective interest rate method through November 2017. As of September 30, 2014 and 2013, the ending unamortized discount was $88.8million and $113.5 million, respectively and the ending unamortized deferred debt issuance costs were $5.5 million and $7.3 million, respectively. The 2031Debentures are general senior unsecured obligations and rank equally in right of payment with all of our existing and future unsecured, unsubordinatedindebtedness and senior in right of payment to any indebtedness that is contractually subordinated to the 2031 Debentures. The 2031 Debentures will beeffectively subordinated to indebtedness and other liabilities of our subsidiaries.If converted, the principal amount of the 2031 Debentures is payable in cash and any amounts payable in excess of the principal amount will (based onan initial conversion rate, which represents an initial conversion price of approximately $32.30 per share, subject to adjustment) be paid in cash or shares ofour common stock, at our election, only in the following circumstances and to the following extent: (i) on any date during any fiscal quarter (and only duringsuch fiscal quarter) if the closing sale price of our common stock was more than 130% of the then current conversion price for at least 20 trading days in theperiod of the 30 consecutive trading days ending on the last trading day of the previous fiscal quarter; (ii) during the five consecutive business-day periodfollowing any five consecutive trading-day period in which the trading price for $1,000 principal amount of the 2031 Debentures for each day during suchfive trading-day period was less than 98% of the closing sale price of our common stock multiplied by the then current conversion rate; (iii) upon theoccurrence of specified corporate transactions, as described in the indenture for the 2031 Debentures; or (iv) at the option of the holder at any time on or afterMay 1, 2031. Additionally, we may redeem the 2031 Debentures, in whole or in part, on or after November 6, 2017 at par plus accrued and unpaid interest.Each holder shall have the right, at such holder's option, to require us to repurchase all or any portion of the 2031 Debentures held by such holder onNovember 1, 2017, November 1, 2021, and November 1, 2026 at par plus accrued and unpaid interest. If we undergo a fundamental change (as described inthe indenture for the 2031 Debentures) prior to maturity, holders will have the option to72Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)require us to repurchase all or any portion of their debentures for cash at a price equal to 100% of the principal amount of the debentures to be purchased plusany accrued and unpaid interest, including any additional interest to, but excluding, the repurchase date. As of September 30, 2014, no conversion triggerswere met. If the conversion triggers were met, we could be required to repay all or some of the aggregate principal amount in cash prior to the maturity date.2.75% Convertible Debentures due 2027On August 13, 2007, we issued $250 million of 2.75% convertible senior debentures due in 2027 (“the 2027 Debentures”) in a private placement. Totalproceeds, net of debt discount and deferred debt issuance costs were $241.4 million. The 2027 Debentures bear an interest rate of 2.75% per annum, payablesemi-annually in arrears, and mature on August 15, 2027 subject to the right of the holders of the 2027 Debentures to require us to redeem the 2027Debentures on August 15, 2014, 2017 and 2022. In accordance with ASC 470-20, Debt with Conversion and Other Options, the difference of $54.7 millionbetween the fair value of the liability component of the 2027 Debentures and the net proceeds on the date of issuance have been recorded as additional paid-in-capital and as debt discount. The aggregate debt discount is being amortized to interest expense using the effective interest rate method through August2014.In August 2014, we redeemed the total outstanding $250 million aggregate principal amount of the 2027 Debentures in accordance with the terms ofthe debentures. In accordance with the applicable authoritative accounting guidance, we determined that the fair value of the liability component of theconvertible notes approximated the carrying value on the redemption date, and therefore no gain or loss was recognized.Credit FacilityOn August 7, 2013, we entered into an amendment agreement to amend and restate our existing amended and restated credit agreement, as previouslyamended. The credit agreement was originally dated March 31, 2006, and was amended and restated on April 5, 2007, and further amended and restated onJuly 7, 2011. The amended credit agreement includes a term loan and a $75 million revolving credit line including letters of credit (together, the "CreditFacility"). Of the $483.4 million outstanding term loans originally due March 31, 2016, existing Lenders representing $333.2 million elected to extend thematurity to August 7, 2019 and the balance of the term loans have been assigned to new lenders who have also agreed to the extended maturity date. Weaccounted for the amendment in accordance with ASC 470-50-40, "Debt - Modifications and Extinguishments”and determined that the amendment should beaccounted for as an extinguishment for certain of the lenders participating in the credit facility, based on the new terms of the amended agreement. Of thetotal balance outstanding at the amendment date, $277.1 million was recorded as extinguished, and the loss on extinguishment was not material.The extended term loans bear interest, at our option, at a base rate determined in accordance with the amended and restated credit agreement, plus aspread of 1.75%, or a LIBOR rate plus a spread of 2.75%. Also, under terms of the amendment, the maturity date of our $75 million credit facility has beenextended from March 31, 2015 to August 7, 2018. The extended revolving loans bear interest, at our option, at a base rate determined in accordance with theAmended and Restated Credit Agreement, plus a spread of 0.50% to 0.75%, or a LIBOR rate plus a spread of 1.50% to 1.75%, in each case determined basedon our consolidated net leverage ratio. As of September 30, 2014, there were $5.8 million of letters of credit issued under the revolving credit line and therewere no other outstanding borrowings under the revolving credit line.Under terms of the amended Credit Facility, interest is payable periodically at a rate equal to the applicable margin plus, at our option, either (a) thebase rate which is the corporate base rate of Morgan Stanley, the Administrative Agent, or (b) LIBOR (equal to (i) the British Bankers’ Association InterestSettlement Rates for deposits in U.S. dollars divided by (ii) one minus the statutory reserves applicable to such borrowing). The applicable margin for theborrowings is as follows:Description Base Rate Margin LIBOR MarginTerm loans maturing August 2019 1.75% 2.75%Revolving facility due August 2018 0.50% - 0.75% (a) 1.50% - 1.75% (a)(a)The margin is determined based on our net leverage ratio at the date the interest rates are reset on the revolving credit line.At September 30, 2014 the applicable margins were 2.75%, with an effective rate of 2.91%, on the remaining balance of $477.4 million maturing inAugust 2019. We are required to pay a commitment fee for unutilized commitments under the revolving credit facility at a rate ranging from 0.250% to0.375% per annum, based upon our leverage ratio. As of September 30, 2014, the commitment fee rate was 0.375%.73Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)We capitalized debt issuance costs related to the Credit Facility and are amortizing the costs to interest expense using the effective interest rate method,through August 2018 for costs associated with the revolving credit facility and through August 2019 for the remainder of the balance. As of September 30,2014 and 2013, the ending unamortized deferred financing fees were $2.4 million and $2.9 million, respectively.Principal payments on the term loan of $477.4 million are due in quarterly installments of $1.2 million through August 2019, at which point theremaining balance becomes due. In addition, an annual excess cash flow sweep, as defined in the Credit Facility, is payable in the first quarter of each fiscalyear, based on the excess cash flow generated in the previous fiscal year. We have not generated excess cash flows in any period and no additional paymentsare required. We will continue to evaluate the extent to which a payment is due in the first quarter of future fiscal years based on excess cash flow generation.At the current time, we are unable to predict the amount of the outstanding principal, if any, that may be required to be repaid in future fiscal years pursuantto the excess cash flow sweep provisions. Any term loan borrowings not paid through the baseline repayment, the excess cash flow sweep, or any othermandatory or optional payments that we may make, will be repaid upon maturity. If only the baseline repayments are made, the annual aggregate principalamount of the term loans repaid would be as follows (dollars in thousands):Year Ending September 30, Amount2015 $4,8342016 4,8342017 4,8342018 4,8342019 458,040Total $477,376Our obligations under the Credit Facility are unconditionally guaranteed by, subject to certain exceptions, each of our existing and future direct andindirect wholly-owned domestic subsidiaries. The Credit Facility and the guarantees thereof are secured by first priority liens and security interests in thefollowing: 100% of the capital stock of substantially all of our domestic subsidiaries and 65% of the outstanding voting equity interests and 100% of thenon-voting equity interests of significant first-tier foreign subsidiaries, all our material tangible and intangible assets and those of the guarantors, and anypresent and future intercompany debt. The Credit Facility also contains provisions for mandatory prepayments of outstanding term loans upon receipt of thefollowing, and subject to certain exceptions: 100% of net cash proceeds from asset sales, 100% of net cash proceeds from issuance or incurrence of debt, and100% of extraordinary receipts. We may voluntarily prepay borrowings under the Credit Facility without premium or penalty other than breakage costs, asdefined with respect to LIBOR-based loans.11.Financial Instruments and Hedging ActivitiesDerivatives not Designated as HedgesForward Currency ContractsWe operate our business in countries throughout the world and transact business in various foreign currencies. Our foreign currency exposures typicallyarise from transactions denominated in currencies other than the local functional currency of our operations. We have a hedging program that primarilyutilizes foreign currency forward contracts to offset the risks associated with the effect of certain foreign currency exposures. Our program is designed so thatincreases or decreases in our foreign currency exposures are offset by gains or losses on the foreign currency forward contracts in order to mitigate the risksand volatility associated with our foreign currency transactions. Generally, we enter into contracts for less than 90 days, and at September 30, 2014 and 2013,we had outstanding contracts with a total notional value of $283.1 million and $247.8 million, respectively.We have not designated these forward contracts as hedging instruments pursuant to ASC 815, Derivatives and Hedging and accordingly, we recordedthe fair value of these contracts at the end of each reporting period in our consolidated balance sheet, with changes in the fair value recorded in earnings asother (expense) income, net in our consolidated statement of operations.Security Price GuaranteesFrom time to time we enter into agreements that allow us to issue shares of our common stock as part or all of the consideration related to partnering andtechnology acquisition activities. Generally these shares are issued subject to security price guarantees which are accounted for as derivatives. We havedetermined that these instruments would not be considered equity instruments if74Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)they were freestanding. The security price guarantees require payment from either us to a third party, or from a third party to us, based upon the differencebetween the price of our common stock on the issue date and an average price of our common stock approximately six months following the issue date.Changes in the fair value of these security price guarantees are reported in earnings in each period as other (expense) income, net. During the years endedSeptember 30, 2014, 2013 and 2012, we (paid) received cash totaling $(5.3) million, $(3.8) million and $9.0 million, respectively, upon the settlement ofagreements.The following is a summary of the outstanding shares subject to security price guarantees at September 30, 2014 (dollars in thousands):Issue Date Number of Shares Issued Settlement Date Total Value of Shares onIssue DateJune 1, 2014 234,375 December 1, 2014 $3,750The following table provides a quantitative summary of the fair value of our derivative instruments as of September 30, 2014 and 2013 (dollars inthousands): Fair ValueDescription Balance Sheet Classification September 30, 2014 September 30, 2013Derivatives Not Designated as Hedges: Foreign currency contracts Prepaid expenses and other current assets $— $2,201Foreign currency contracts Accrued expenses and other current liabilities (272) —Security Price Guarantees Accrued expenses and other current liabilities (135) (1,044)Net asset value of non-hedged derivative instruments $(407) $1,157The following tables summarize the activity of derivative instruments for the fiscal 2014 and 2013 (dollars in thousands):Derivatives Not Designated as Hedges for the Fiscal Year Ended September 30 Location of Gain (Loss) Recognized in Income Amount of Gain (Loss) Recognized in Income 2014 2013 2012Foreign currency contractsOther (expense) income, net $(2,404) $2,182 $(2,324)Security price guaranteesOther (expense) income, net $(4,358) $(6,603) $7,99712.Fair Value MeasuresFair value is defined as the price that would be received for an asset, or paid to transfer a liability, in an orderly transaction between market participantsat the measurement date. Valuation techniques must maximize the use of observable inputs and minimize the use of unobservable inputs. When determiningthe fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which wewould transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, andrisk of nonperformance.ASC 820, Fair Value Measures and Disclosures, establishes a value hierarchy based on three levels of inputs, of which the first two are consideredobservable and the third is considered unobservable:•Level 1. Quoted prices for identical assets or liabilities in active markets which we can access.•Level 2. Observable inputs other than those described as Level 1.•Level 3. Unobservable inputs.75Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Assets and liabilities measured at fair value on a recurring basis at September 30, 2014 and 2013 consisted of (dollars in thousands): September 30, 2014 Level 1 Level 2 Level 3 TotalAssets: Money market funds(a)$407,749 $— $— $407,749US government agency securities(a)1,000 — — 1,000Time deposits(b)— 5,630 — 5,630Marketable securities, $40,974 at cost(b)— 40,974 — 40,974Total assets at fair value$408,749 $46,604 $— $455,353Liabilities: Foreign currency exchange contracts(b)$— $(272) $— $(272)Security price guarantees(c)— (135) — (135)Contingent earn-out(d)— — (6,864) (6,864)Total liabilities at fair value$— $(407) $(6,864) $(7,271) September 30, 2013 Level 1 Level 2 Level 3 TotalAssets: Money market funds(a)$684,697 $— $— $684,697US government agency securities(a)1,000 — — 1,000Marketable securities, $38,728 at cost(b)— 38,728 — 38,728Foreign currency exchange contracts(b)— 2,201 — 2,201Total assets at fair value$685,697 $40,929 $— $726,626Liabilities: Security price guarantees(c)$— $(1,044) $— $(1,044)Contingent earn-out(d)— — (450) (450)Total liabilities at fair value$— $(1,044) $(450) $(1,494)(a)Money market funds and US government agency securities, included in cash and cash equivalents in the accompanying balance sheet, are valued atquoted market prices in active markets.(b)The fair value of our time deposits, marketable securities and foreign currency exchange contracts is based on the most recent observable inputs forsimilar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active or are directly or indirectlyobservable.(c)The fair values of the security price guarantees are determined using a modified Black-Scholes model, derived from observable inputs such as UStreasury interest rates, our common stock price, and the volatility of our common stock. The valuation model values both the put and call componentsof the guarantees simultaneously, with the net value of those components representing the fair value of each instrument.(d)The fair value of our contingent consideration arrangement is determined based on our evaluation as to the probability and amount of any earn-out thatwill be achieved based on expected future performance by the acquired entity.76Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The following table provides a summary of changes in fair value of our Level 3 financial instruments for the years ended September 30, 2014 and 2013(dollars in thousands): AmountBalance as of September 30, 2012$16,980Earn-out liability established at time of acquisition450Payments upon settlement(17,259)Charges to acquisition-related costs, net279Balance as of September 30, 2013$450Earn-out liability established at time of acquisition7,406Payments upon settlement(1,421)Charges to acquisition-related costs, net429Balance as of September 30, 2014$6,86413.Restructuring and Other Charges, NetRestructuring and other charges, net include restructuring expenses together with other expenses that are unusual in natureand are the result of unplanned events, and arise outside of the ordinary course of continuing operations. Restructuring expensesconsist of employee severance costs and may also include charges for duplicate facilities and other contract termination costs. Other amounts may includegains or losses on non-controlling strategic equity interests, and gains or losses on sales of non-strategicassets or product lines.The components of restructuring and other charges, net are as follows: 2014 2013 2012Severance costs$13,318 $15,262 $6,707Costs of consolidating duplicate facilities3,203 1,641 359Total restructuring charges16,521 16,903 7,066 Costs related to assumed lease obligations from acquisitions— (126) 802Other costs2,922 (392) 400Total other charges (credits)2,922 (518) 1,202Total$19,443 $16,385 $8,268Fiscal 2014For fiscal 2014, we recorded net restructuring charges of $16.5 million, which included a $13.3 million severance charge related to the elimination ofapproximately 250 personnel across multiple functions including the impact of eliminating duplicative positions resulting from acquisitions, and $3.2million primarily resulting from the restructuring of facilities that will no longer be utilized.Fiscal 2013For fiscal 2013, we recorded net restructuring charges of $16.9 million, which included a $15.3 million severance charge related to the elimination ofapproximately 300 personnel across multiple functions.Fiscal 2012For fiscal 2012, we recorded net restructuring charges of $7.1 million, which included a $6.7 million severance charge related to the elimination ofapproximately 160 personnel across multiple functions primarily to eliminate duplicative positions as a result of businesses acquired.77Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The following table sets forth the fiscal 2014, 2013 and 2012 accrual activity relating to restructuring charges (dollars in thousands): Personnel Facilities TotalBalance at September 30, 2011$5,121 $940 $6,061Restructuring charges, net6,707 359 7,066Cash payments(10,120) (1,267) (11,387)Balance at September 30, 20121,708321,740Restructuring charges, net15,262 1,641 16,903Non-cash adjustment(452) — (452)Cash payments(12,288) (482) (12,770)Balance at September 30, 20134,2301,1915,421Restructuring charges, net13,318 3,203 16,521Non-cash adjustment12 793 805Cash payments(14,302) (3,719) (18,021)Balance at September 30, 2014$3,258 $1,468 $4,726Restructuring charges, net by segment are as follows (dollars in thousands): Personnel Facilities TotalFiscal Year 2012 Healthcare$443 $61 $504Mobile and Consumer1,679 597 2,276Enterprise1,262 — 1,262Imaging184 — 184Corporate3,139 (299) 2,840Total fiscal year 2012$6,707 $359 $7,066 Fiscal Year 2013 Healthcare$1,742 $757 $2,499Mobile and Consumer4,124 736 4,860Enterprise3,942 — 3,942Imaging1,370 55 1,425Corporate4,084 93 4,177Total fiscal year 2013$15,262 $1,641 $16,903 Fiscal Year 2014 Healthcare$2,357 $11 $2,368Mobile and Consumer1,447 622 2,069Enterprise5,557 — 5,557Imaging2,733 107 2,840Corporate1,224 2,463 3,687Total fiscal year 2014$13,318 $3,203 $16,52178Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)14.Supplemental Cash Flow InformationCash paid for Interest and Income Taxes: Year Ended September 30, 2014 2013 2012 (Dollars in thousands)Interest paid$96,743 $95,727 $36,907Income taxes paid$15,591 $18,329 $13,292Non Cash Investing and Financing Activities:From time to time, we issue shares of our common stock in connection with our business and asset acquisitions, including shares initially held inescrow. In addition, in connection with certain collaboration agreements we have issued shares of our common stock to our partners in satisfaction of ourpayment obligations under the terms of the agreements, which is discussed in Note 2.15.Stockholders' EquityStock RepurchasesOn April 29, 2013, our Board of Directors approved a share repurchase program for up to $500 million of our outstanding shares of common stock.Approximately $289.2 million remained available for stock repurchases as of September 30, 2014 pursuant to our stock repurchase program. We repurchased1.6 million shares and 9.8 million shares for $26.4 million and $184.4 million during the years ended September 30, 2014 and 2013, respectively under theprogram. These shares were retired upon repurchase. Under the terms of the repurchase program, we expect to continue to repurchase shares from time to timethrough a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated stock repurchasetransactions, or any combination of such methods. The timing and the amount of any purchases will be determined by management based on an evaluation ofmarket conditions, capital allocation alternatives, and other factors. The share repurchase program does not require us to acquire any specific number ofshares and may be modified, suspended, extended or terminated by us at any time without prior notice.Stockholders' Rights PlanOn August 19, 2013, the Board of Directors adopted a stockholders' rights plan. Under this plan, the Board of Directors declared a distribution of one rightper share of common stock. The rights will become exercisable only following the acquisition by a person or group, without the prior consent of the Board ofDirectors, of 20% or more of our common stock, or following the announcement of a tender offer or exchange offer to acquire an interest of 20% or more.Each right entitles the holder to purchase one one-thousandth of a share of Series A Preferred Stock, par value $0.001 per share, at an exercise price of $87.00,subject to adjustment. In addition, if the rights become exercisable, the Board may exchange the rights, in whole or in part, for common shares at an exchangeratio of one common share per right. If the rights become exercisable, each right holder will be entitled to purchase, at the exercise price, common stock witha market value equal to twice the exercise price. Should we be acquired, each right would entitle the holder to purchase, at the exercise price, common stockof the acquiring company with a market value equal to twice the exercise price. Any rights owned by the acquiring person or group would become void. Theoptions are redeemable at our option for $0.001 per share at any time before an event that causes the rights to become exercisable. On August 14, 2014, theBoard of Directors approved an amendment to the stockholders' rights plan to extend the expiration date to August 19, 2015.Stock IssuancesFor the years ended September 30, 2014, 2013 and 2012, we issued 234,375, 1,145,783 and 1,010,403 shares respectively, of our common stock asconsideration under our collaboration agreements, which is discussed in Note 2. During the year ended September 30, 2013, we issued 234,009 shares of ourcommon stock to the Nuance Foundation, an unconsolidated related-party established to provide grants to educational institutions and other non-profitorganizations to advance charitable, scientific, literary and educational purposes.Preferred StockWe are authorized to issue up to 40,000,000 shares of preferred stock, par value $0.001 per share. The undesignated shares of preferred stock will haverights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights,79Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)redemption privileges and liquidation preferences, as shall be determined by the Board of Directors upon issuance of the preferred stock.Series A Preferred StockOn August 20, 2013, we eliminated the previous designation of 100,000 shares of the existing Series A Participating Preferred Stock, par value $0.001.No shares of the existing Series A Preferred stock were ever issued or outstanding. On August 20, 2013, we filed a Certificate of Designation of Rights,Preferences and Privileges of Series A Participating Preferred Stock (the "Series A Preferred Stock") with the Secretary of State of Delaware to designate1,000,000 shares, par value $0.001. The Series A Preferred Stock is entitled to receive dividends equal to the greater of $1.00 and 1,000 times the aggregateper share amount of all dividends declared on our Common Stock. Holders of each share of the Series A Preferred Stock are entitled to 1,000 votes on allmatters submitted to a vote of the stockholders of the Corporation, and shall vote as one class. The Series A Preferred Stock is not redeemable, and has theright to certain liquidation preferences over our Common Stock. The Series A Preferred Stock ranks junior to all other series of the Preferred Stock as to thepayment of dividends and the distribution of assets.Series B Preferred StockWe have designated 15,000,000 shares as Series B Preferred Stock, par value $0.001 per share. In connection with the acquisition of ScanSoft fromXerox Corporation (“Xerox”), we issued 3,562,238 shares of Series B Preferred Stock to Xerox. On March 19, 2004, we announced that Warburg Pincus, aglobal private equity firm, had agreed to purchase all outstanding shares of our stock held by Xerox Corporation for approximately $80 million, includingthe 3,562,238 shares of Series B Preferred Stock. The Series B Preferred Stock is convertible into shares of common stock on a one-for-one basis and has aliquidation preference of $1.30 per share plus all declared but unpaid dividends. The holders of Series B Preferred Stock are entitled to non-cumulativedividends at the rate of $0.05 per annum per share, payable when, and if, declared by the Board of Directors. To date, no dividends have been declared by theBoard of Directors. Holders of Series B Preferred Stock have no voting rights, except those rights provided under Delaware law. On September 6, 2013,Warburg Pincus converted 3,562,238 shares of Series B Preferred Stock into an equivalent number of common shares. As of September 30, 2014, there are nooutstanding shares of Series B Preferred Stock.Common Stock and Common Stock WarrantsWe have, from time to time, entered into stock and warrant agreements with Warburg Pincus. In connection with these agreements, we granted WarburgPincus the right to request that we use commercially reasonable efforts to register some or all of the shares of common stock issued to them under each of theirpurchase transactions, including shares of common stock underlying the warrants. The following table summarizes the warrants exercised by Warburg Pincusduring the three year period ended September 30, 2014:Date Exercise Price perShare Warrants Exercised Total Shares Issued August 29, 2012 $11.57 3,862,422 1,998,547 February 15, 2012 $20.00 3,700,000 1,077,744 We have determined that all of our common stock warrants should be classified within the stockholders’ equity section of the accompanyingconsolidated balance sheets based on the conclusion that the above-noted warrants are indexed to our common stock and are exercisable only into ourcommon stock. As of September 30, 2014, there are no outstanding warrants to purchase shares of our common stock.80Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)16.Stock-Based CompensationWe recognize stock-based compensation expense over the requisite service period. Our share-based awards are accounted for as equity instruments. Theamounts included in the consolidated statements of operations relating to stock-based compensation are as follows (dollars in thousands): 2014 2013 2012Cost of product and licensing$724 $769 $137Cost of professional services and hosting32,063 17,924 26,409Cost of maintenance and support3,426 3,537 956Research and development44,139 32,085 29,565Selling and marketing53,448 57,958 54,281General and administrative59,164 47,052 63,233Total$192,964 $159,325 $174,581Stock OptionsWe have share-based award plans under which employees, officers and directors may be granted stock options to purchase our common stock, generallyat fair market value. Our plans do not allow for options to be granted at below fair market value, nor can they be re-priced at any time. Options granted underour plans become exercisable over various periods, typically 2 to 4 years and have a maximum term of 10 years. We have also assumed options and optionplans in connection with certain of our acquisitions. These stock options are governed by the plans and agreements that they were originally issued under,but are now exercisable for shares of our common stock.The table below summarizes activity relating to stock options for the years ended September 30, 2014, 2013 and 2012: Number ofShares WeightedAverageExercisePrice WeightedAverageRemainingContractualTerm AggregateIntrinsicValue(1)Outstanding at September 30, 20117,681,719 $10.48 Assumed in the acquisition of Vlingo345,319 $7.57 Exercised(1,803,647) $7.40 Forfeited(79,781) $8.78 Expired(4,330) $8.72 Outstanding at September 30, 20126,139,280 $11.24 Exercised(1,884,330) $7.23 Forfeited(57,290) $9.10 Expired(13,502) $12.58 Outstanding at September 30, 20134,184,158 $13.08 Granted100,000 $15.19 Exercised(444,594) $9.41 Forfeited(1,764) $19.36 Expired(114,458) $16.62 Outstanding at September 30, 20143,723,342 $13.46 2.3 years $8.6 millionExercisable at September 30, 20143,715,258 $13.45 2.3 years $8.6 millionExercisable at September 30, 20134,158,145 Exercisable at September 30, 20125,994,586 _______________________________________(1)The aggregate intrinsic value on this table was calculated based on the positive difference, if any, between the closing market value of our commonstock on September 30, 2014 ($15.42) and the exercise price of the underlying options.81Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)As of September 30, 2014, the total unamortized fair value of stock options was $0.1 million with a weighted average remaining recognition period of0.9 years. A summary of weighted-average grant-date (including assumed options) fair value and intrinsic value of stock options exercised is as follows: 2014 2013 2012Weighted-average grant-date fair value per share$5.71 N/A $14.38Total intrinsic value of stock options exercised (in millions)$3.3 $24.9 $30.9We use the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The fair value of the assumed unvested stock optionswas calculated using a lattice model. There were no stock option grants in fiscal 2013. For fiscal 2014 and 2012, the fair value of the stock options grantedand unvested options assumed from acquisitions were calculated using the following weighted-average assumptions: 2014 2013 2012Dividend yield0.0% N/A 0.0%Expected volatility38.2% N/A 46.6%Average risk-free interest rate1.1% N/A 1.5%Expected term (in years)4.1 N/A 3.5The dividend yield of zero is based on the fact that we have never paid cash dividends and have no present intention to pay cash dividends. Expectedvolatility is based on the historical volatility of our common stock over the period commensurate with the expected life of the options and the historicalimplied volatility from traded options with a term of 180 days or greater. The risk-free interest rate is derived from the average U.S. Treasury STRIPS rateduring the period, which approximates the rate in effect at the time of grant, commensurate with the expected life of the instrument. We estimate the expectedterm of options granted based on historical exercise behavior.Restricted AwardsWe are authorized to issue equity incentive awards in the form of Restricted Awards, including Restricted Units and Restricted Stock, which areindividually discussed below. Unvested Restricted Awards may not be sold, transferred or assigned. The fair value of the Restricted Awards is measured basedupon the market price of the underlying common stock as of the date of grant, reduced by the purchase price of $0.001 per share of the awards. The RestrictedAwards generally are subject to vesting over a period of two to four years, and may have opportunities for acceleration for achievement of defined goals. Wealso issued certain Restricted Awards with vesting solely dependent on the achievement of specified performance targets. The fair value of the RestrictedAwards is amortized to expense over the awards’ applicable requisite service periods using the straight-line method. In the event that the employees’employment with the Company terminates, or in the case of awards with only performance goals, if those goals are not met, any unvested shares are forfeitedand revert to the Company.82Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Restricted Units are not included in issued and outstanding common stock until the shares are vested and released. The table below summarizes activityrelating to Restricted Units: Number of SharesUnderlyingRestricted Units —Contingent Awards Number of SharesUnderlyingRestricted Units —Time-BasedAwardsOutstanding at September 30, 20112,955,179 7,286,118Granted3,092,062 6,341,627Earned/released(1,057,207) (5,474,799)Forfeited(319,754) (412,334)Outstanding at September 30, 20124,670,280 7,740,612Granted3,046,493 8,027,067Earned/released(1,682,164) (5,886,568)Forfeited(447,428) (785,687)Outstanding at September 30, 20135,587,181 9,095,424Granted3,005,069 7,084,572Earned/released(790,189) (6,404,777)Forfeited(2,075,676) (1,426,112)Outstanding at September 30, 20145,726,385 8,349,107Weighted average remaining recognition period of outstanding Restricted Units1.5 years 1.7 yearsUnearned stock-based compensation expense of outstanding Restricted Units$56.6 million $101.2 millionAggregate intrinsic value of outstanding Restricted Units(1)$88.3 million $128.8 million(1)The aggregate intrinsic value on this table was calculated based on the positive difference between the closing market value of our common stock onSeptember 30, 2014 ($15.42) and the exercise price of the underlying Restricted Units.A summary of weighted-average grant-date fair value, including those assumed in respective periods, and intrinsic value of all Restricted Units vestedis as follows: 2014 2013 2012Weighted-average grant-date fair value per share$15.46 $21.51 $25.11Total intrinsic value of shares vested (in millions)$110.3 $158.6 $156.783Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Restricted Stock is included in the issued and outstanding common stock in these financial statements at the date of grant. The table below summarizesactivity relating to Restricted Stock for fiscal 2014 and 2013: Number ofSharesUnderlyingRestricted Stock WeightedAverage GrantDate FairValueOutstanding at September 30, 2011— $—Granted750,000 $25.80Outstanding at September 30, 2012750,000 $25.80Granted750,000 $22.32Vested(500,000) $24.06Outstanding at September 30, 20131,000,000 $24.06Granted250,000 $15.71Vested(500,000) $24.06Outstanding at September 30, 2014750,000 $21.28Weighted average remaining recognition period of outstanding Restricted Stock0.8 years Unearned stock-based compensation expense of outstanding Restricted Stock$8.9 million Aggregate intrinsic value of outstanding Restricted Stock(1)$11.6 million (1)The aggregate intrinsic value on this table was calculated based on the positive difference between the closing market value of our common stock onSeptember 30, 2014 ($15.42) and the exercise price of the underlying Restricted Units.A summary of weighted-average grant-date fair value, including those assumed in respective periods, and intrinsic value of all Restricted Stock vestedis as follows: 2014 2013 2012Weighted-average grant-date fair value per share$15.71 $22.32 $25.80Total intrinsic value of shares vested (in millions)$7.8 $10.0 —In order to satisfy our employees’ withholding tax liability as a result of the vesting of Restricted Awards, we have historically repurchased shares uponthe employees’ vesting. In fiscal 2014, we withheld payroll taxes totaling $41.1 million relating to 2.7 million shares of common stock that were repurchasedor canceled. Based on our estimate of the Restricted Awards that will vest or be released in fiscal 2015, and further assuming that one-third of these RestrictedAwards would be repurchased or canceled to satisfy the employee’s withholding tax liability (such amount approximating the tax rate of our employees), wewould have an obligation to pay cash relating to approximately 2.4 million shares during fiscal 2015.1995 Employee Stock Purchase PlanOur 1995 Employee Stock Purchase Plan (“the Plan”), as amended and restated on January 29, 2010, authorizes the issuance of a maximum of10,000,000 shares of common stock in semi-annual offerings to employees at a price equal to the lower of 85% of the closing price on the applicable offeringcommencement date or 85% of the closing price on the applicable offering termination date. Stock-based compensation expense for the employee stockpurchase plan is recognized for the fair value benefit accorded to participating employees. At September 30, 2014, we have reserved 387,756 shares for futureissuance. A summary of the weighted-average grant-date fair value, shares issued and total stock-based compensation expense recognized related to the Planare as follows: 2014 2013 2012Weighted-average grant-date fair value per share$3.98 $4.79 $6.84Total shares issued (in millions)1.4 1.0 0.8Total stock-based compensation expense (in millions)$5.6 $5.1 $4.684Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The fair value of the purchase rights granted under this plan was estimated on the date of grant using the Black-Scholes option-pricing model that usesthe following weighted-average assumptions, which were derived in a manner similar to those discussed above relative to stock options: 2014 2013 2012Dividend yield0.0% 0.0% 0.0%Expected volatility35.9% 36.9% 42.8%Average risk-free interest rate0.1% 0.1% 0.2%Expected term (in years)0.5 0.5 0.517.Commitments and ContingenciesOperating LeasesWe have various operating leases for office space around the world. In connection with many of our acquisitions, we assumed facility lease obligations.Among these assumed obligations are lease payments related to office locations that were vacated by certain of the acquired companies prior to theacquisition date. Additionally, certain of our lease obligations have been included in various restructuring charges (Note 13).The following table outlines our gross future minimum payments under all non-cancelable operating leases as of September 30, 2014 (dollars inthousands):Year Ending September 30, Operating Leases Other ContractualObligations Assumed Total2015 $38,827 $2,095 $40,9222016 36,859 873 37,7322017 32,707 — 32,7072018 24,919 — 24,9192019 13,122 — 13,122Thereafter 60,825 — 60,825Total $207,259 $2,968 $210,227At September 30, 2014, we have subleased certain office space that is included in the above table to third parties. Total sublease income undercontractual terms is $57.9 million and ranges from approximately $4.4 million to $6.0 million on an annual basis through August 2025.Total rent expense was approximately $35.1 million, $34.9 million and $26.4 million for the years ended September 30, 2014, 2013 and 2012,respectively.Litigation and Other ClaimsLike many companies in the software industry, we have, from time to time, been notified of claims that we may be infringing on, or contributing to theinfringement of, the intellectual property rights of others. These claims have been referred to counsel, and they are in various stages of evaluation andnegotiation. If it appears necessary or desirable, we may seek licenses for these intellectual property rights. There is no assurance that licenses will be offeredby all claimants, that the terms of any offered licenses will be acceptable to us or that in all cases the dispute will be resolved without litigation, which maybe time consuming and expensive, and may result in injunctive relief or the payment of damages by us.We do not believe that the resolution of any such claim or litigation will have a material adverse effect on our financial position and results ofoperations. However, resolution of any such claim or litigation could require significant management time and adversely impact our operating results,financial position and cash flows.Guarantees and OtherWe include indemnification provisions in the contracts we enter into with customers and business partners. Generally, these provisions require us todefend claims arising out of our products’ infringement of third-party intellectual property rights, breach85Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)of contractual obligations and/or unlawful or otherwise culpable conduct. The indemnity obligations generally cover damages, costs and attorneys’ feesarising out of such claims. In most, but not all cases, our total liability under such provisions is limited to either the value of the contract or a specified,agreed upon amount. In some cases our total liability under such provisions is unlimited. In many, but not all, cases, the term of the indemnity provision isperpetual. While the maximum potential amount of future payments we could be required to make under all the indemnification provisions is unlimited, webelieve the estimated fair value of these provisions is minimal due to the low frequency with which these provisions have been triggered.We indemnify our directors and officers to the fullest extent permitted by law. These agreements, among other things, indemnify directors and officersfor expenses, judgments, fines, penalties and settlement amounts incurred by such persons in their capacity as a director or officer of the company, regardlessof whether the individual is serving in any such capacity at the time the liability or expense is incurred. Additionally, in connection with certain acquisitionswe have agreed to indemnify the former officers and members of the boards of directors of those companies, on similar terms as described above, for a periodof six years from the acquisition date. In certain cases we purchase director and officer insurance policies related to these obligations, which fully cover thesix year periods. To the extent that we do not purchase a director and officer insurance policy for the full period of any contractual indemnification, we wouldbe required to pay for costs incurred, if any, as described above.18.Pension and Other Post-Retirement BenefitsDefined Contribution PlansWe have established a retirement savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan coverssubstantially all of our U.S. employees who meet minimum age and service requirements, and allows participants to defer a portion of their annualcompensation on a pre-tax basis. Effective July 1, 2003, Company match of employee’s contributions was established. We match 50% of employeecontributions up to 4% of eligible salary. Employees who were hired prior to April 1, 2004 were 100% vested into the plan as soon as they started tocontribute to the plan. Employees hired on or after April 1, 2004, vest one-third of the contribution annually over a three-year period. Our contributions tothe 401(k) Plan totaled $7.0 million, $6.1 million and $4.6 million for fiscal 2014, 2013 and 2012, respectively. We make contributions to various otherplans in certain of our foreign operations, total contributions to these plans are not material.Defined Benefit Pension PlansWe sponsor certain defined benefit pension plans that are offered primarily by our foreign subsidiaries. Many of these plans were assumed through ouracquisitions or are required by local regulatory requirements. We may deposit funds for these plans with insurance companies, third party trustees, or intogovernment-managed accounts consistent with local regulatory requirements, as applicable. Our total defined benefit plan pension expenses were $0.2million, $1.3 million and $0.1 million for fiscal 2014, 2013 and 2012, respectively. The aggregate projected benefit obligation and aggregate net asset(liability) of our defined benefit plans as of September 30, 2014 was $34.9 million and $(5.0) million, respectively, and as of September 30, 2013 was $28.1million and $0.1 million, respectively. In fiscal 2013, we settled the obligations under our Canadian defined benefit pension plan through a purchase ofannuities. The loss on settlement was 1.5 million, and is included in restructuring and other, net, in fiscal 2013.19.Income TaxesThe components of (loss) income before income taxes are as follows (dollars in thousands): Year Ended September 30, 2014 2013 2012Domestic$(224,968) $(208,592) $(85,897)Foreign69,948 111,912 151,199(Loss) income before income taxes$(155,020) $(96,680) $65,30286Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The components of the (benefit) provision for income taxes are as follows (dollars in thousands): Year Ended September 30, 2014 2013 2012Current: Federal$(301) $— $(10,967)State729 1,293 4,626Foreign17,067 19,737 16,055 17,495 21,030 9,714Deferred: Federal(16,147) 2,759 (131,889)State(720) 176 (7,317)Foreign(5,305) (5,407) (12,341) (22,172) (2,472) (151,547)(Benefit) provision for income taxes$(4,677) $18,558 $(141,833)Effective income tax rate3.0% (19.2)% (217.2)%The (benefit) provision for income taxes differed from the amount computed by applying the federal statutory rate to our (loss) income before incometaxes as follows (dollars in thousands): 2014 2013 2012Federal tax (benefit) provision at statutory rate$(54,129) $(33,838) $22,856State tax provision (benefit), net of federal benefit416 (3,900) (1,569)Foreign tax rate and other foreign related tax items(14,811) 1,086 (42,087)Stock-based compensation11,254 8,816 11,870Non-deductible expenditures1,630 1,723 5,862Change in U.S. and foreign valuation allowance46,273 35,958 (145,644)Executive compensation1,886 3,517 4,585Other2,804 5,196 2,294(Benefit) provision for income taxes$(4,677) $18,558 $(141,833)The effective income tax rate is based upon the income for the year, the composition of the income in different countries, changes relating to valuationallowances for certain countries if and as necessary, and adjustments, if any, for the potential tax consequences, benefits or resolutions of audits or other taxcontingencies. Our aggregate income tax rate in foreign jurisdictions is lower than our income tax rate in the United States; substantially all of our incomebefore provision for income taxes from foreign operations has been earned by subsidiaries in Ireland. Our effective tax rate may be adversely affected byearnings being lower than anticipated in countries where we have lower statutory tax rates and higher than anticipated in countries where we have higherstatutory tax rates.The effective income tax rate in fiscal 2014 differs from the U.S. federal statutory rate of 35% primarily due to a $31.2 million release of domesticvaluation allowance as a result of tax benefits recorded in connection with our acquisitions during the period for which a deferred tax liability wasestablished in purchase accounting. In addition, the effective income tax rate in fiscal 2014 was impacted by our foreign operations which are subject to asignificantly lower tax rate than the U.S. statutory tax rate, driven primarily by our subsidiaries in Ireland.Included in the fiscal 2013 provision for income taxes is the establishment of a valuation allowance against our net domestic deferred tax assets. Duringthe third quarter of fiscal 2013, we determined that we had new negative evidence related to our domestic deferred tax asset recoverability assessment. Thisnew evidence, resulting from two consecutive quarterly reductions in our earnings forecast during fiscal 2013, primarily due to the continuing shift towardon-demand and ratable product offerings and revenue streams, led us to establish a valuation allowance against our net domestic deferred tax asset. Thisvaluation allowance was offset by the tax benefits from our current year domestic losses and credits. We also recorded a $10.4 million tax provisionrepresenting the establishment of the valuation allowance related to our net domestic deferred tax assets at the beginning of the year.87Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)The effective income tax rate in fiscal 2013 was also impacted by our foreign operations which are subject to a significantly lower tax rate than the U.S.statutory tax rate. This rate differential is driven by our subsidiaries in Ireland. This lower foreign tax rate differential was offset by the impact of the transferof intangible property between certain of our foreign subsidiaries with significantly different local statutory tax rates. Although the transfer of intangibleproperty between consolidated entities did not result in any gain in the consolidated results of operations, we generated a taxable gain in certainjurisdictions. The future tax deductions associated with the amortization of the transferred intangibles will be generated in a jurisdiction that will notgenerate an offsetting tax benefit in future periods. The impact of these additional foreign taxes totaled $27.1 million, and is included in the reported foreigntax rate and other foreign related tax items in our effective tax rate reconciliation table above. Excluding the effect of the transfer of intangible propertybetween consolidated entities, the foreign tax rate and other foreign related tax items in the above effective tax rate reconciliation would have been a benefitof $(26.0) million.Included in fiscal 2012 benefit for income taxes is $145.6 million benefit from releasing the valuation allowance. This includes a net decrease in thevaluation allowance of $75.1 million resulting from our acquisitions during fiscal 2012, driven primarily by Transcend and Quantim, for which a net deferredtax liability was recorded in purchase accounting at the time of the acquisitions, resulting in a release of our valuation allowance. This also includes a taxbenefit of $70.5 million in connection with the release of the U.S. and certain foreign valuation allowances by the end of fiscal year 2012. The effectiveincome tax rate was also impacted by our foreign operations which are subject to a significantly lower tax rate than the U.S. statutory tax rate. This ratedifferential is driven by our subsidiaries in Ireland.The cumulative amount of undistributed earnings of our foreign subsidiaries amounted to $370.2 million at September 30, 2014. We have not providedany additional federal or state income taxes or foreign withholding taxes on the undistributed earnings; as such earnings have been indefinitely reinvested inthe business. Based on our business plan, we expect the cash held overseas will continue to be used for our international operations and therefore do notanticipate repatriating these funds. An estimate of the tax consequences from the repatriation of these earnings is not practicable at this time resulting fromthe complexities of the utilization of foreign tax credits and other tax assets.Deferred tax assets (liabilities) consist of the following at September 30, 2014 and 2013 (dollars in thousands): 2014 2013Deferred tax assets: Net operating loss carryforwards$287,228 $252,693Federal and state credit carryforwards31,614 28,201Capitalized research and development costs3,415 7,706Accrued expenses and other reserves51,949 58,156Deferred compensation45,284 35,333Other7,341 7,045Total deferred tax assets426,831 389,134Valuation allowance for deferred tax assets(192,929) (139,676)Net deferred tax assets233,902 249,458Deferred tax liabilities: Difference in timing of revenue related items(130) (10,133)Depreciation(22,528) (27,359)Convertible debt(35,729) (45,607)Acquired intangibles(256,227) (238,172)Net deferred tax liabilities$(80,712) $(71,813)Reported as: Short-term deferred tax assets$55,990 $74,969Other assets19,533 15,992Long-term deferred tax liabilities(156,235) (162,774)Net deferred tax liabilities$(80,712) $(71,813)88Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)Deferred tax assets are reduced by a valuation allowance if, based on the weight of available positive and negative evidence, it is more likely than notthat some portion or all of the deferred tax assets will not be realized. During fiscal 2014, the valuation allowance for net deferred tax assets increased by$53.3 million. This increase mainly relates to the establishment of valuation allowance against our net domestic deferred tax assets in connection with netoperating losses generated in fiscal 2014. As of September 30, 2014, we have $140.1 million and $52.8 million in valuation allowance against our netdomestic and foreign deferred tax assets, respectively. As of September 30, 2013, we had $86.5 million and $53.2 million in valuation allowance against ournet domestic and foreign deferred tax assets, respectively.The majority of deferred tax assets relate to net operating losses, the use of which may not be available as a result of limitations on the use of acquiredlosses. With respect to these operating losses, there is no assurance that they will be used given the current assessment of the limitations on their use or ourcurrent projection of future taxable income in the entities for which these losses relate. Based on our analysis, we have concluded that it is not more likelythan not that the majority of our deferred tax assets can be realized and therefore a valuation allowance has been assigned to these deferred tax assets. If weare subsequently able to utilize all or a portion of the deferred tax assets for which a valuation allowance has been established, then we may be required torecognize these deferred tax assets through the reduction of the valuation allowance which could result in a material benefit to our results of operations in theperiod in which the benefit is determined.At September 30, 2014 and 2013, we had U.S. federal net operating loss carryforwards of $843.5 million and $763.2 million, respectively, of which$186.4 million at both September 30, 2014 and September 30, 2013, relate to tax deductions from stock-based compensation which will be recorded asadditional paid-in-capital when realized. At September 30, 2014 and 2013, we had state net operating loss carryforwards of $345.7 million and $246.0million, respectively. The net operating loss and credit carryforwards are subject to an annual limitation due to the ownership change limitations provided bythe Internal Revenue Code of 1986 and similar state tax provisions. At September 30, 2014 and 2013, we had foreign net operating loss carryforwards of$251.1 million and $261.1 million, respectively. These carryforwards will expire at various dates beginning in 2015 and extending through 2031, if notutilized.At September 30, 2014 and 2013, we had federal research and development carryforwards of $34.2 million and $30.9 million, respectively. AtSeptember 30, 2014 and 2013, we had state research and development credit carryforwards of $0.7 million and $1.1 million, respectively.Uncertain Tax PositionsIn accordance with the provisions of ASC 740-10, Income Taxes, we establish reserves for tax uncertainties that reflect the use of the comprehensivemodel for the recognition and measurement of uncertain tax positions. Under the comprehensive model, reserves are established when we have determinedthat it is more likely than not that a tax position will or will not be sustained and at the greatest amount for which the result is more likely than not.The aggregate changes in the balance of our gross unrecognized tax benefits were as follows (dollars in thousands): September 30, 2014 2013Balance at beginning of year$19,617 $17,382Increases for tax positions taken during current period1,137 1,586Increases for interest and penalty charges913 1,170Decreases for tax settlements and lapse in statutes(433) (521)Balance at end of year$21,234 $19,617As of September 30, 2014, $21.2 million of the unrecognized tax benefits, if recognized, would impact our effective tax rate. We do not expect asignificant change in the amount of unrecognized tax benefits within the next 12 months. We recognized interest and penalties related to uncertain taxpositions in our provision for income taxes and had accrued $5.6 million of such interest and penalties as of September 30, 2014.We are subject to U.S. federal income tax, various state and local taxes, and international income taxes in numerous jurisdictions. The federal, state andforeign tax returns are generally subject to tax examinations for the tax years ended in 2010 through 2014.89Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)20.Segment and Geographic Information and Significant CustomersWe follow the provisions of ASC 280, Segment Reporting, which established standards for reporting information about operating segments. ASC 280also established standards for disclosures about products, services and geographic areas. Operating segments are defined as components of an enterprise forwhich separate financial information is available and evaluated regularly by the chief operating decision maker in deciding how to allocate resources and inassessing performance. Our chief operating decision maker (“CODM”) is the Chief Executive Officer of the Company.We have identified four reportable segments as defined by ASC 280-50-1 based on the level of financial information regularly reviewed by the CODMin allocating resources and assessing performance of each segment; Healthcare, Mobile and Consumer, Enterprise and Imaging.The Healthcare segment is primarily engaged in voice and language processing for healthcare information management offered both by licensing andon-demand. The Mobile and Consumer segment is primarily engaged in sales of voice and language solutions that are embedded in a device (such as a cellphone, car or tablet computer) or installed on a personal computer. Our Enterprise segment offers voice and language solutions by licensing as well as on-demand solutions hosted by us that are designed to help companies better support, understand and communicate with their customers. The Imaging segmentsells document capture and print management solutions that are embedded in copiers and multi-function printers as well as packaged software for documentmanagement.Segment profit is an important measure used for evaluating performance and for decision-making purposes. Segment profit reflects the directcontrollable costs of each segment together with an allocation of sales and corporate marketing expenses, and certain research and development project coststhat benefit multiple product offerings. Segment profit represents income from operations excluding stock-based compensation, amortization of intangibleassets, acquisition-related costs, net, restructuring and other charges, net, costs associated with intellectual property collaboration agreements, other (expense)income, net and certain unallocated corporate expenses. We believe that these adjustments allow for more complete comparisons to the financial results ofthe historical operations.90Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)We do not track our assets by operating segment. Consequently, it is not practical to show assets by operating segment nor depreciation by operatingsegment. The following table presents segment results along with a reconciliation of segment profit to (loss) income before income taxes (dollars inthousands): Year Ended September 30, 2014 2013 2012Segment revenues(a): Healthcare$942,658 $911,611 $669,354Mobile and Consumer451,059 479,195 508,256Enterprise357,096 323,452 332,034Imaging236,272 243,372 228,421Total segment revenues1,987,085 1,957,630 1,738,065Acquisition related revenue adjustments(63,634) (102,351) (86,556)Total consolidated revenue1,923,451 1,855,279 1,651,509Segment profit: Healthcare340,091 352,157 314,862Mobile and Consumer80,345 142,998 227,641Enterprise83,616 78,937 90,846Imaging89,052 98,187 91,585Total segment profit593,104 672,279 724,934Corporate expenses and other, net(128,563) (135,300) (102,847)Acquisition-related revenues and costs of revenue adjustment(59,479) (93,679) (77,856)Non-cash stock-based compensation(192,964) (159,325) (174,581)Amortization of intangible assets(170,052) (168,841) (155,450)Acquisition-related costs, net(24,218) (29,685) (58,746)Restructuring and other charges, net(19,443) (16,385) (8,268)Costs associated with IP collaboration agreements(19,748) (20,582) (21,000)Other expense, net(133,657) (145,162) (60,884)(Loss) income before income taxes$(155,020) $(96,680) $65,302(a)Segment revenues differ from reported revenues due to certain revenue adjustments related to acquisitions that would otherwise have been recognizedbut for the purchase accounting treatment of the business combinations. Segment revenues also include revenue that the business would haveotherwise recognized had we not acquired intellectual property and other assets from the same customer. These revenues are included to allow for morecomplete comparisons to the financial results of historical operations and in evaluating management performance.No country outside of the United States provided greater than 10% of our total revenue. Revenue, classified by the major geographic areas in which ourcustomers are located, was as follows (dollars in thousands): 2014 2013 2012United States$1,408,227 $1,339,733 $1,175,158International515,224 515,546 476,351Total$1,923,451 $1,855,279 $1,651,50991Table of ContentsNUANCE COMMUNICATIONS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)No country outside of the United States held greater than 10% of our long-lived or total assets. Our long-lived assets, including intangible assets andgoodwill, were located as follows (dollars in thousands): September 30, 2014 September 30, 2013United States$3,900,052 $3,592,017International755,732 957,059Total$4,655,784 $4,549,07621.Quarterly Data (Unaudited)The following information has been derived from unaudited consolidated financial statements that, in the opinion of management, include all recurringadjustments necessary for a fair statement of such information (dollars in thousands, except per share amounts): FirstQuarter SecondQuarter ThirdQuarter FourthQuarter Year2014 Total revenue$469,980 $475,653 $475,504 $502,314 $1,923,451Gross profit$262,160 $265,289 $259,411 $292,251 $1,079,111Net loss$(55,413) $(39,227) $(54,247) $(1,456) $(150,343)Net loss per share: Basic$(0.18) $(0.12) $(0.17) $(0.00) $(0.47)Diluted$(0.18) $(0.12) $(0.17) $(0.00) $(0.47)Weighted average common shares outstanding: Basic314,818 316,593 317,610 318,725 316,936Diluted314,818 316,593 317,610 318,725 316,936 FirstQuarter SecondQuarter ThirdQuarter FourthQuarter Year2013 Total revenue$462,268 $450,999 $469,769 $472,243 $1,855,279Gross profit$279,696 $259,814 $275,711 $273,508 $1,088,729Net loss$(22,096) $(25,848) $(34,974) $(32,320) $(115,238)Net loss per share: Basic$(0.07) $(0.08) $(0.11) $(0.10) $(0.37)Diluted$(0.07) $(0.08) $(0.11) $(0.10) $(0.37)Weighted average common shares outstanding: Basic312,571 315,473 315,441 310,944 313,587Diluted312,571 315,473 315,441 310,944 313,58792Table of ContentsItem 9.Changes in and Disagreements with Accountants on Accounting and Financial DisclosureNot applicable.Item 9A.Controls and ProceduresDisclosure Controls and ProceduresOur management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosurecontrols and procedures. Our disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by us in the reports thatwe file or submit under the Exchange Act is recorded, processed and summarized and reported within the time periods specified in the SEC’s rules and formsand (ii) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to ourmanagement, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Based on thatevaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of September 30, 2014, our disclosure controls and procedures wereeffective.Management Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended. Our internal control over financial reporting is designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generallyaccepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:•pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generallyaccepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our managementand directors; and,•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have amaterial effect on the financial statements.Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of anyevaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degreeof compliance with the policies or procedures may deteriorate.Management has assessed the effectiveness of our internal control over financial reporting as of September 30, 2014, utilizing the criteria set forth inInternal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (1992 framework). Theinternal controls over financial reporting for certain of our acquisitions completed during fiscal 2014 were excluded from management's assessment. Theseexcluded acquisitions constituted approximately 0.8% of our consolidated assets as of September 30, 2014 and approximately 2.2% of our consolidatedrevenues for the fiscal year ended September 30, 2014 The most significant of these acquisitions was Varolii Inc., which we acquired on October 15, 2013,and constituted approximately 0.5% of our consolidated assets and approximately 1.8% of our consolidated revenues. Based on the results of this assessment,management (including our Chief Executive Officer and our Chief Financial Officer) has concluded that, as of September 30, 2014, our internal control overfinancial reporting was effective.The attestation report concerning the effectiveness of our internal control over financial reporting as of September 30, 2014 issued by BDO USA, LLP,an independent registered public accounting firm, appears in Item 8 of this Annual Report on Form 10-K.Changes in Internal Controls Over Financial ReportingThere have been no changes in our internal controls over financial reporting during the fourth quarter of fiscal 2014 that have materially affected, or arereasonably likely to materially affect, our internal controls over financial reporting.Item 9B.Other InformationNone.93Table of ContentsPART IIICertain information required by Part III is omitted from this Annual Report on Form 10-K since we intend to file our definitive Proxy Statement for ournext Annual Meeting of Stockholders, pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Proxy Statement”), within120 days of the end of the fiscal year covered by this report, and certain information to be included in the Proxy Statement is incorporated herein byreference.Item 10.Directors, Executive Officers and Corporate GovernanceThe information required by this item concerning our directors is incorporated by reference to the information set forth in the section titled “Election ofDirectors” in our Proxy Statement. Information required by this item concerning our executive officers is incorporated by reference to the information setforth in the section entitled “Executive Compensation, Management and Other Information” in our Proxy Statement. Information regarding Section 16reporting compliance is incorporated by reference to the information set forth in the section entitled “Section 16(a) Beneficial Ownership ReportingCompliance” in our Proxy Statement.Our Board of Directors adopted a Code of Business Conduct and Ethics for all of our directors, officers and employees on February 24, 2004. Our Codeof Business Conduct and Ethics can be found at our website: www.nuance.com. We will provide to any person without charge, upon request, a copy of ourCode of Business Conduct and Ethics. Such a request should be made in writing and addressed to Investor Relations, Nuance Communications, Inc., 1Wayside Road, Burlington, MA 01803.To date, there have been no waivers under our Code of Business Conduct and Ethics. We will post any waivers, if and when granted, of our Code ofBusiness Conduct and Ethics on our website at www.nuance.com.Item 11.Executive CompensationThe information required by this item regarding executive compensation is incorporated by reference to the information set forth in the section titled“Executive Compensation, Management and Other Information” in our Proxy Statement.Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholders MattersThe information required by this item regarding security ownership of certain beneficial owners and management is incorporated by reference to theinformation set forth in the sections titled “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation PlanInformation” in our Proxy Statement.Item 13.Certain Relationships and Related Transactions, and Director IndependenceIt is the policy of the Board that all transactions required to be reported pursuant to Item 404 of Regulation S-K be subject to approval by the AuditCommittee of the Board. In furtherance of relevant NASDAQ rules and our commitment to corporate governance, the charter of the Audit Committee providesthat the Audit Committee shall review and approve any proposed related party transactions including, transactions required to be reported pursuant toItem 404 of Regulation S-K for potential conflict of interest situations. The Audit Committee reviews the material facts of all transactions that require thecommittee’s approval and either approves or disapproves of the transaction. In determining whether to approve a transaction, the Audit Committee will takeinto account, among other factors it deems appropriate, whether the transaction is on terms no less favorable than terms generally available to an unaffiliatedthird-party under the same or similar circumstances.The additional information required by this item regarding certain relationships and related party transactions is incorporated by reference to theinformation set forth in the sections titled “Transactions with Related Persons” and “Corporate Governance-Board Independence” in our Proxy Statement.Item 14.Principal Accountant Fees and ServicesThe information required by this section is incorporated by reference from the information in the section entitled “Ratification of Appointment ofIndependent Registered Public Accounting Firm” in our Proxy Statement.94Table of ContentsPART IVItem 15.Exhibits and Financial Statement Schedules(a)The following documents are filed as a part of this Report:(1)Financial Statements — See Index to Financial Statements in Item 8 of this Report.(2)Financial Statement Schedules — All schedules have been omitted as the requested information is inapplicable or the information ispresented in the financial statements or related notes included as part of this Report.(3)Exhibits — See Item 15(b) of this Report below.(b)Exhibits.95Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report onForm 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. NUANCE COMMUNICATIONS, INC. By: /s/ Paul A. Ricci Paul A. Ricci Chief Executive Officer and Chairman of the BoardPursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed by the following persons in thecapacities and on the dates indicated.POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Paul A. Ricci andThomas L. Beaudoin, and each of them acting individually, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution andresubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form10-K and to file the same with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission, granting untosaid attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to bedone, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifying and confirming all that said attorneys-in-fact andagents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executedin counterparts. /s/ Paul A. RicciDate: November 26, 2014 Paul A. Ricci, Chief Executive Officer andChairman of the Board(Principal Executive Officer) /s/ Thomas L. BeaudoinDate: November 26, 2014 Thomas L. Beaudoin, Executive Vice President andChief Financial Officer(Principal Financial Officer) /s/ Daniel D. TempestaDate: November 26, 2014 Daniel D. Tempesta, Chief Accounting Officer andCorporate Controller(Principal Accounting Officer) /s/ Robert J. FrankenbergDate: November 26, 2014 Robert J. Frankenberg, Director Table of Contents /s/ Brett IcahnDate: November 26, 2014 Brett Icahn, Director /s/ William H. JanewayDate: November 26, 2014 William H. Janeway, Director /s/ Mark R. LaretDate: November 26, 2014 Mark R. Laret, Director /s/ Katharine A. MartinDate: November 26, 2014 Katharine A. Martin, Director /s/ Mark MyersDate: November 26, 2014 Mark Myers, Director /s/ Philip QuigleyDate: November 26, 2014 Philip Quigley, Director /s/ David SchechterDate: November 26, 2014 David Schechter, DirectorTable of ContentsEXHIBIT INDEX Incorporated by ReferenceExhibitIndex Exhibit Description Form File No. Exhibit Filing Date FiledHerewith2.5 Agreement and Plan of Merger dated as of October 6, 2011, by andamong Nuance Communications, Inc., Sonic Acquisition Corporation,Swype, Inc., and Adrian Smith, as shareholder representative. 8-K 0-27038 2.1 10/7/2011 2.6 Agreement and Plan of Merger among Nuance Communications, Inc.,Vertigo Acquisition Corporation, Vlingo Corporation, U.S. BankNational Association, as Escrow Agent, and StockholderRepresentative, dated December 16, 2011 8-K 0-27038 2.1 6/7/2012 2.7 Agreement and Plan of Merger, dated as of March 6, 2012, by andamong Nuance Communications, Inc., Townsend Merger Corporationand Transcend Services, Inc. 8-K 0-27038 2.1 4/27/2012 2.8 Stock Purchase Agreement by and among Nuance, J.A. Thomas andAssociates, Inc., the shareholders of J.A. Thomas and Associates andDonald Leeper, as the shareholder representative, dated October 1, 2012 8-K 0-27038 2.1 12/17/2012 2.9 Asset Purchase Agreement, dated as of May 24, 2013, by and amongNuance, Telluride, Inc., Tweddle Group, Inc., Tweddle GroupTechnologies, LLC, The Andrew M. Tweddle Revocable Living Trustand Andrew M. Tweddle 8-K 0-27038 2.1 6/5/2013 3.1 Amended and Restated Certificate of Incorporation of the Registrant. 10-Q 0-27038 3.2 5/11/2001 3.2 Certificate of Amendment of the Amended and Restated Certificate ofIncorporation of the Registrant. 10-Q 0-27038 3.1 8/9/2004 3.3 Certificate of Ownership and Merger. 8-K 0-27038 3.1 10/19/2005 3.4 Amended and Restated Bylaws of the Registrant. 8-K 0-27038 3.1 11/13/2007 3.5 Certificate of Amendment of the Amended and Restated Certificate ofIncorporation of the Registrant, as amended. S-3 333-142182 3.3 4/18/2007 3.6 Certificate of Elimination of the Series A Participating Preferred Stock 8-K 0-27038 3.1 8/20/2013 3.7 Certificate of Designation of Rights, Preferences and Privileges ofSeries A Participating Preferred Stock 8-K 0-27038 3.2 8/20/2013 4.1 Specimen Common Stock Certificate. 8-A 0-27038 4.1 12/6/1995 4.2 Indenture, dated as of August 13, 2007, between NuanceCommunications, Inc. and U.S. Bank National Association, as Trustee(including form of 2.75% Convertible Subordinated Debentures due2027). 8-K 0-27038 4.1 8/17/2007 4.3 Indenture, dated as of October 24, 2011, by and between NuanceCommunications, Inc. and U.S. Bank National Association 8-K 0-27038 4.1 10/24/2011 4.4 Indenture, dated August 14, 2012, among Nuance Communications,Inc., the guarantors party thereto and U.S. Bank National Association,relating to the 5.375% Senior Notes due 2020. 8-K 0-27038 4.1 8/14/2012 4.5 Preferred Shares Rights Agreement, dated as of August 19, 2013, by andbetween Nuance Communications, Inc. and American Stock Transfer &Trust Company, LLC, as rights agent 8-K 0-27038 4.1 8/20/2013 Table of Contents Incorporated by ReferenceExhibitIndex Exhibit Description Form File No. Exhibit Filing Date FiledHerewith4.6 First Amendment to Preferred Shares Rights Agreement, dated as ofAugust 18, 2014, by and between Nuance Communications, Inc. andAmerican Stock Transfer & Trust Company, LLC, as rights agent. 8-K 001-36056 4.2 8/18/2014 10.1 Form of Indemnification Agreement. S-8 333-108767 10.1 9/12/2003 10.2 1995 Employee Stock Purchase Plan, as amended and restated onDecember 1, 2009.* 14A 0-27038 AnnexB 12/18/2009 10.3 2000 NonStatutory Stock Option Plan, as amended.* S-8 333-108767 4.1 9/12/2003 10.4 ScanSoft 2003 Stock Plan.* S-8 333-108767 4.3 9/12/2003 10.5 Nuance Communications, Inc. 2001 Nonstatutory Stock Option Plan.* S-8 333-128396 4.1 9/16/2005 10.6 Nuance Communications, Inc. 2000 Stock Plan.* S-8 333-128396 4.2 9/16/2005 10.7 Mobeus Corporation 2006 Share Incentive Plan* S-8 0-23038 4.1 6/29/2012 10.8 Form of Restricted Stock Purchase Agreement.* 10-K/A 0-27038 10.17 12/15/2006 10.9 Form of Restricted Stock Unit Purchase Agreement.* 10-K/A 0-27038 10.18 12/15/2006 10.10 Form of Stock Option Agreement.* 10-K/A 0-27038 10.19 12/15/2006 10.11 Increase Joinder, dated as of August 24, 2007, by and among NuanceCommunications, Inc. and the other parties identified therein, to theAmended and Restated Senior Secured Credit Facility dated as ofApril 5, 2007. 8-K 0-27038 10.1 8/30/2007 10.12 Letter, dated June 3, 2008, from the Registrant to Thomas L. Beaudoinregarding certain employment matters. 10-K 0-27038 10.39 12/1/2008 10.13 Letter, dated September 9, 2010, to Bruce Bowden regarding certainemployment matters.* 10-Q 0-27038 10.1 2/9/2011 10.14 Purchase Agreement, dated as of October 18, 2011, by and betweenNuance Communications, Inc. and Morgan Stanley & Co. LLC, asrepresentative of the initial purchasers named therein. 8-K 0-27038 10.1 10/24/2011 10.15 Employment Agreement dated November 11, 2011 between theRegistrant and Paul Ricci.* 10-Q 0-27038 10.2 2/9/2012 10.16 Purchase Agreement, dated August 9, 2012, by and among NuanceCommunications, Inc., the guarantors party thereto and BarclaysCapital Inc. 8-K 02-7038 10.1 8/14/2012 10.17 Purchase Agreement dated October 15, 2012, by and among NuanceCommunications, Inc., the guarantors party thereto and Morgan Stanley& Co. LLC 8-K 0-27038 10.1 10/16/2012 10.18 Amended and Restated 2000 Stock Plan* S-8 333-128396 4.1 5/7/2013 10.19 Amendment Agreement to Credit Agreement and Guarantee andCollateral Agreement 8-K 0-27038 10.1 8/12/2013 10.20 Amended and Restated Credit Agreement 8-K 0-27038 10.2 8/12/2013 Table of Contents Incorporated by ReferenceExhibitIndex Exhibit Description Form File No. Exhibit Filing Date FiledHerewith10.21 Nomination and Standstill Agreement Dated October 7, 2013 by andbetween Nuance Communications, Inc., High River LimitedPartnership, Hopper Investments LLC, Barberry Corp., Icahn PartnersLP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II LP,Icahn Partners Master Fund III LP, Icahn Enterprises G.P. Inc., IcahnEnterprises Holdings L.P., IPH GP LLC, Icahn Capital LP, IcahnOnshore LP, Icahn Offshore LP, and Beckton Corp. 8-K 001-36056 99.1 10/8/2013 10.22 Amendment No. 1 to Employment Agreement, dated November 12,2013 by and between Nuance Communications, Inc. and Paul A. Ricci* 10-Q 001-36056 10.3 2/10/2014 10.23 Form of Change of Control and Severance Agreement for ExecutiveOfficers* 10-Q 001-36056 10.5 2/10/2014 10.24 1995 Directors’ Stock Option Plan, as amended and restated onNovember 13, 2013* 10-Q 001-36056 10.6 2/10/2014 14.1 Registrant’s Code of Business Conduct and Ethics 10-K 0-27038 14.1 3/15/2004 21.1 Subsidiaries of the Registrant. X23.1 Consent of BDO USA, LLP. X24.1 Power of Attorney. (See Signature Page). X31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or15d-14(a). X31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or15d-14(a). X32.1 Certification Pursuant to 18 U.S.C. Section 1350. X101 The following materials from Nuance Communications, Inc.’s AnnualReport on Form 10-K for the fiscal year ended September 30, 2014,formatted in XBRL (Extensible Business Reporting Language): (i) theConsolidated Statements of Operations, (ii) the Consolidated BalanceSheets, (iii) the Consolidated Statements of Stockholders’ Equity andComprehensive Loss, (iv) the Consolidated Statements of Cash Flows,and (v) Notes to Consolidated Financial Statements. X* Denotes management compensatory plan or arrangementExhibit 21.1 Subsidiary Name Jurisdiction Type Conant and Associates, Inc. California Domestic ART Advanced Recognition Technologies, Inc. Delaware Domestic Caere Corporation Delaware Domestic Cognition Technologies, Inc. Delaware Domestic Dictaphone Corporation Delaware Domestic Ditech Networks, Inc. Delaware Domestic Ditech Networks International, Inc. Delaware Domestic eCopy, LLC Delaware Domestic eScription, Inc. Delaware Domestic Language and Computing Inc. Delaware Domestic Notable Solutions, Inc. Delaware Domestic PerSay, Inc. Delaware Domestic Phonetic Systems Inc. Delaware Domestic Quadramed Quantim Corporation Delaware Domestic Ruetli Holding Corporation Delaware Domestic SNAPin Software LLC Delaware Domestic SVOX U.S.A., Inc. Delaware Domestic Telluride Inc. Delaware Domestic Transcend Services, Inc. Delaware Domestic Viecore Federal Systems Division, Inc. Delaware Domestic Viecore LLC Delaware Domestic VirtuOz Inc. Delaware Domestic Vlingo Corporation Delaware Domestic Voice Signal Technologies, Inc. Delaware Domestic Zi Holding Corporation Delaware Domestic Nuance Document Imaging, Inc. f/k/aEquitrac Corporation Florida Domestic J.A. Thomas and Associates, Inc. Georgia Domestic Neurostar Solutions, Inc. d/b/a Accelarad Georgia Domestic AMS Solutions Corporation Massachusetts Domestic Zylomed Inc. Nevada Domestic Medical Transcription Education Center Ohio Domestic Swype, Inc. Washington Domestic Tegic Communications, Inc. Washington Domestic Varolii Corporation Washington Domestic Information Technologies Australia Pty Ltd. Australia International ITA Services Pty Ltd. Australia International Nuance Communications Australia Pty. Ltd. Australia International OTE Pty Limited Australia International Nuance Communications Austria GmbH Austria International Nuance Communications Services Austria GmbH Austria International SpeechMagic Holdings GmbH Austria International Multi-Corp International Ltd. Barbados International Language and Computing N.V. Belgium International Nuance Communications Belgium Limited Belgium International Nuance Communications International BVBA Belgium International Nuance Communications Ltda. Brazil International  BlueStar Options Inc. British Virgin Islands International BlueStar Resources Limited British Virgin Islands International 1448451 Ontario Inc. Canada International Accentus Inc. f/ka/ 2350111 Ontario Inc. Canada International 845162 Alberta Ltd. Canada International Ditech Networks Canada, Inc. Canada International Nuance Document Imaging, ULC f/k/a Nuance Document Imaging ULC Canada International Nuance Acquisition ULC Canada International Nuance Communications Canada, Inc. Canada International Zi Corporation Canada International Zi Corporation of Canada, Inc. Canada International Foxtrot Acquisition Limited Cayman Islands International Foxtrot Acquisition II Limited Cayman Islands International Huayu Zi Software Technology (Beijing) Co., Ltd. China International Nuance Software Technology (Beijing) Co., Ltd. China International SafeCom A/S Denmark International Nuance Communications Finland OY Finland International Voice Signal Technologies Europe OY Finland International Nuance Communications France Sarl France International VirtuOz S.A. France International Communology GmbH Germany International HFN Medien GmbH Germany International Nuance Communications Deutschland GmbH f/k/a Dictaphone DeutschlandGmbH Germany International Nuance Communications Germany GmbH Germany International Nuance Communications Healthcare Germany GmbH Germany International NSi Europe GmbH Germany International SafeCom GmbH Germany International SVOX Deutschland GmbH Germany International Asia Translation & Telecommunications Limited Hong Kong SAR International Huayu Zi Software Technology Limited Hong Kong SAR International Nuance Communications Hong Kong Limited Hong Kong SAR International Telecom Technology Corporation Limited Hong Kong SAR International Zi Corporation (H.K.) Limited Hong Kong SAR International Zi Corporation of Hong Kong Limited Hong Kong SAR International Nuance Recognita Corp. Hungary International Ditech Communications India Pvt. Ltd. India International Nuance India Pvt. Ltd. India International Nuance Transcription Services India Private Limited f/k/a/ FocusMT IndiaPrivate Limited India International ServTech Systems India Pvt. Ltd. India International Transcend India Private Limited India International Transcend MT Services Private Ltd. India International Nuance Communications International Holdings Ireland International Nuance Communications Ireland Limited Ireland International Nuance Communications Services Ireland Ltd. Ireland International Nuance Communications Israel, Ltd. f/k/a ART-Advanced RecognitionTechnologies Limited Israel International  PerSay Ltd. Israel International Phonetic Systems Ltd. Israel International Loquendo S.p.a. Italy International Nuance Communications Italy Srl Italy International Nuance Communications Japan K.K. Japan International SVOX Japan K.K. Japan International Voice Signal K.K. Japan International Nuance Communications Netherlands B.V. Netherlands International X-Solutions Group B.V. Netherlands International Heartland Asia (Mauritius) Republic of Mauritius International Nuance Communications Asia Pacific Pte. Ltd. Singapore International Nuance Communications Korea Ltd. South Korea International Nuance Communications Iberica SA Spain International Nuance Communications Sweden, A.B. Sweden International Nuance Communications Switzerland AG Switzerland International SVOX AG Switzerland International Nuance Communications Taiwan Taiwan International Nuance Communications Illetism Ltd. Sirketi Turkey International Ditech Communications Europe Ltd. United Kingdom International Equitrac UK Limited United Kingdom International Nuance Communications UK Limited United Kingdom International SafeCom UK Limited United Kingdom International SpinVox Limited United Kingdom International SVOX Speech Solutions Ltd. United Kingdom International EXHIBIT 23.1Consent of Independent Registered Public Accounting FirmNuance Communications, Inc.Burlington, MassachusettsWe hereby consent to the incorporation by reference in Registration Statements on Form S-3 (Nos. 333-142182, 333-147715 and 333-61862) andForm S-8 (Nos. 333-188397, 333-182459, 333-179399, 333-178436, 333-164955, 333-157579, 333-151088, 333-151087, 333‑153911, 333-148684, 333-145971, 333-143465, 333-142183, 333-141819, 333-134687, 333-128396, 333-124856, 333-122718, 333-108767, 333-99729, 333-75406, 333-49656,333-33464, 333-30518, 333-74343, 333-45425 and 333-04131) of Nuance Communications, Inc. of our reports dated November 26, 2014 relating to theconsolidated financial statements and the effectiveness of Nuance Communications, Inc.’s internal control over financial reporting, which appear in this Form10-K./s/ BDO USA, LLPBoston, MassachusettsNovember 26, 2014Exhibit 31.1CERTIFICATION OF CHIEF EXECUTIVE OFFICERPURSUANT TOSECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002I, Paul A. Ricci, certify that:1. I have reviewed this Annual Report on form 10-K of Nuance Communications, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and in 15d-15(f)) forthe registrant and have:a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlsover financial reporting. By: /s/ Paul A. Ricci Paul A. Ricci Chief Executive Officer and Chairman of the BoardNovember 26, 2014Exhibit 31.2CERTIFICATION OF CHIEF FINANCIAL OFFICERPURSUANT TOSECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002I, Thomas L. Beaudoin, certify that:1. I have reviewed this Annual Report on form 10-K of Nuance Communications, Inc.;2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and in 15d-15(f)) forthe registrant and have:a.designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;b.designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for externalpurposes in accordance with generally accepted accounting principles;c.evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; andd.disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materiallyaffect, the registrant’s internal control over financial reporting; and5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):a.all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; andb.any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlsover financial reporting. By: /s/ Thomas L. Beaudoin Thomas L. Beaudoin Executive Vice President and Chief Financial OfficerNovember 26, 2014Exhibit 32.1CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002I, Paul A. Ricci, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the AnnualReport of Nuance Communications, Inc. on Form 10-K for the period ended September 30, 2014 fully complies with the requirements of Section 13(a) or15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in all material respects thefinancial condition and results of operations of Nuance Communications, Inc. By: /s/ Paul A. Ricci Paul A. Ricci Chief Executive Officer and Chairman of the BoardNovember 26, 2014I, Thomas L. Beaudoin, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that theAnnual Report of Nuance Communications, Inc. on Form 10-K for the period ended September 30, 2014 fully complies with the requirements ofSection 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in such Annual Report on Form 10-K fairly presents in allmaterial respects the financial condition and results of operations of Nuance Communications, Inc. By: /s/ Thomas L. Beaudoin Thomas L. Beaudoin Executive Vice President and Chief Financial OfficerNovember 26, 2014

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