2024 Annual Report
Table of Contents
5
Annual Report on Form 10-K for the period ended September 30, 2024
97
Stock Performance Graph
99
Corporate Information
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☑ANNUAL REPORT PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended: September 30, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from_ to_
Commission File Number: 0-18059
PTC Inc.
(Exact name of registrant as specified in its charter)
Massachusetts
04-2866152
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification Number)
121 Seaport Boulevard, Boston, MA 02210
(Address of principal executive offices, including zip code)
(781) 370-5000
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol
Name of each exchange on which registered
Common Stock, $.01 par value per share
PTC
NASDAQ Global Select Market
Securities registered pursuant
to Section 12(g) of the Act: None
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☑ No ☐
Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☑
Indicate 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 preceding 12 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 ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐
Indicate 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.
Large Accelerated Filer
☑Accelerated Filer
☐Non-accelerated Filer
☐Smaller Reporting Company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☑
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the
filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☑
The aggregate market value of our voting stock held by non-affiliates was approximately $22,558,974,797 on March 28, 2024 based on the last reported
sale price of our common stock on the Nasdaq Global Select Market on that date. There were 119,716,947 shares of our common stock outstanding on that day
and 120,129,080 shares of our common stock outstanding on November 12, 2024.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement in connection with the 2025 Annual Meeting of Shareholders (2025 Proxy Statement) are incorporated by
reference into Part III.
PTC Inc.
ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR 2024
Table of Contents
Page
PART I.
Item 1.
Business
1
Item 1A.
Risk Factors
8
Item 1B.
Unresolved Staff Comments
18
Item 1C.
Cybersecurity
18
Item 2.
Properties
20
Item 3.
Legal Proceedings
20
Item 4.
Mine Safety Disclosures
20
PART II.
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
20
Item 6.
Reserved
20
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
21
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk
37
Item 8.
Financial Statements and Supplementary Data
39
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
39
Item 9A.
Controls and Procedures
39
Item 9B.
Other Information
40
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspection
41
PART III.
Item 10.
Directors, Executive Officers and Corporate Governance
42
Item 11.
Executive Compensation
42
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
43
Item 13.
Certain Relationships and Related Transactions, and Director Independence
43
Item 14.
Principal Accounting Fees and Services
43
PART IV.
Item 15.
Exhibits and Financial Statement Schedules
44
Item 16.
Form 10-K Summary
44
Exhibit Index
45
Signatures
47
APPENDIX A
Report of Independent Registered Public Accounting Firm
(PricewaterhouseCoopers LLP, Boston, MA, PCAOB ID: 238)
F-1
Consolidated Financial Statements
F-4
Notes to Consolidated Financial Statements
F-9
1
Cautionary Note About Forward-Looking Statements
This Annual Report contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
We intend such forward-looking statements to be covered by the safe harbor provisions for forward-
looking statements contained in the Private Securities Litigation Reform Act of 1995. In particular,
statements that are not historical facts, including but not limited to, statements about our anticipated
financial results, capital development and growth, stock repurchases, our environmental sustainability
initiatives, and the development of our products, markets and workforce, are forward-looking statements.
These forward-looking statements are generally identifiable by use of the words “believe,” “expect,”
“intend,” “anticipate,” “estimate,” “project” or similar expressions, whether in the negative or affirmative.
Forward-looking statements are based on our current plans, expectations and assumptions and are not
guarantees of future performance. Factors that may cause our actual results to differ materially from
these statements include, but are not limited to, the risks and uncertainties discussed in Item 1A. “Risk
Factors” and elsewhere throughout this Annual Report. Such factors, among others, could have a
material adverse effect upon our business, results of operations and financial condition. We caution
readers not to place undue reliance on any forward-looking statements, which only speak as of the date
made. We undertake no obligation to update any forward-looking statement to reflect events or
circumstances after the date on which such statement is made.
Unless otherwise indicated, all references to a year reflect our fiscal year that ends on September 30.
Website References
References to our PTC.com website in this Annual Report and to our 2024 Impact Report, to be
published in early 2025, are provided for convenience. The content on PTC.com and in our 2024 Impact
Report is not incorporated by reference into this Annual Report unless expressly stated.
PART I
ITEM 1. Business
Our Business
PTC is a global software company that enables manufacturers and product companies to digitally
transform how they design, manufacture, and service the physical products that the world relies on.
Headquartered in Boston, Massachusetts, PTC employs over 7,000 people and supports more than 30,000
customers globally.
We primarily serve customers in the following industry verticals:
•
Industrials
•
Federal, Aerospace and Defense
•
Electronics and High Tech
•
Automotive
•
Medical Technology and Life Sciences
Our customers are focused on improving their competitiveness in the face of global competition and
increasing product complexity, and our suite of software offerings is a strategic enabler of this and their
digital transformation initiatives. We enable our customers to establish a strong product data foundation
and leverage that foundation to drive cross-functional collaboration, accelerate new product
introduction timelines and deliver higher product quality.
Our offerings include CAD (Computer Aided Design) solutions for product data authoring and PLM
(Product Lifecycle Management) solutions for product data management and process orchestration.
2
Within the overall PLM category, our offerings also include ALM (Application Lifecycle Management) and
SLM (Service Lifecyle Management).
Given the breadth and openness of our portfolio, we can enable end-to-end digital thread
initiatives, which leverage a connected flow of product data across design, manufacturing, service, and,
ultimately, reuse. A digital thread enables product companies to break down silos, streamline workflows,
and achieve interoperability across departments, functions and systems with a single version of truth. It
also secures the quality, consistency and traceability of product-related data, ensuring that the data is
up-to-date, accessible, reliable and actionable. With a digital thread, the right data is delivered to the
right people at the right time and in the right context across the value chain.
Our business is based on a subscription model, with 93% of our 2024 revenue being recurring in
nature. Compared to a perpetual license model, our subscription model naturally drives higher customer
engagement and retention and provides better business predictability. This, in turn, enables us to make
steady and sustained investments to pursue mid-to-long-term growth opportunities.
Our Principal Products and Services
PLM software products for product data management and process orchestration
Our Windchill® PLM application suite manages all aspects of the product development lifecycle—
from concept through service and end-of-life. Windchill provides real-time information sharing, dynamic
data visualization, and the ability to collaborate across geographically distributed teams, enabling
manufacturers to elevate their product development, manufacturing, field service, and end-of-life
processes.
Our Codebeamer® and pure::variantsTM application lifecycle management (ALM) solutions enable
companies to accelerate the development of products that contain software, including software-
defined products which require multiple software variants to be created and updated over the life of the
product.
Our ServiceMax® service lifecycle management (SLM) solution enables companies to improve asset
uptime with optimized in-person and remote service, boost technician productivity with the latest mobile
tools, and deliver metrics for confident decision making.
Our Servigistics® service parts management solution enables companies to effectively manage their
service parts inventory, enabling them to optimize equipment availability and uptime, and increase
customer satisfaction.
Our Arena® Software as a Service (SaaS) PLM solution enables product teams to collaborate virtually
anytime and anywhere, making it easier to share the latest product and quality information with internal
teams and supply chain partners and deliver innovative products to customers faster. Our Arena quality
management system software connects quality and product designs into a single system to simplify
regulatory compliance.
CAD software products for product data authoring
Our Creo® 3D CAD technology enables the digital design, testing, and modification of product
models. With its design simulation, additive manufacturing, and generative design innovations, we enable
our customers to be first to market with differentiated products. From initial concept to design, simulation,
and analysis, Creo provides designers with innovative tools to efficiently create better products, faster.
3
Our Onshape® SaaS product development platform unites computer-aided design with data
management, collaboration tools, and real-time analytics. A cloud-native multi-tenant solution that can
be instantly deployed on virtually any computer or mobile device, Onshape enables teams to work
together from just about anywhere. Real-time design reviews, commenting, and simultaneous editing
enable a collaborative workflow where multiple design iterations can be completed in parallel and
merged into the final design.
Enabling technologies
Our principal products and services are enhanced by a collection of enabling technologies,
including SaaS versions of our Creo® CAD and Windchill® PLM software, artificial intelligence software, our
ThingWorx® Internet of Things software, and our Vuforia® augmented reality software. The primary focus of
these technologies is to deliver value-added capabilities to our principal products and services, such as
the improved security and collaboration environment of a SaaS platform; unlocking productivity with
artificial intelligence; moving product data more quickly across engineering, manufacturing, and service
using IoT; or automatically analyzing the quality of a manufactured product with augmented reality.
Our Markets and How We Address Them
Our strategy aims to create value for our customers, increase our Annual Run Rate (ARR) and cash
flow, and deliver long-term value for shareholders. We focus our resources on the following five solutions,
where we believe we can create the greatest customer value:
•
PLM
•
ALM
•
SLM
•
CAD
•
SaaS or Software as a Service
Our growth is primarily driven by existing customers that continue to expand their PTC footprint,
largely relating to their focus on improving their competitiveness through digital transformation. To a lesser
extent, our growth is also supported by new customers and price increases.
We derive approximately 75% of our sales from products and services sold directly by our sales force
to end-user customers. The rest of our sales of products and services are through third-party resellers. Our
sales force focuses on large accounts, while our reseller channel provides a cost-effective means of
covering the small- and medium-size business markets. Our strategic reseller and software partners enable
us to increase our market reach, offer broader solutions, and add compelling technology to our offerings.
Our strategic services partners provide service offerings to help customers implement our product
offerings and transition to SaaS.
Additional financial information about our international and domestic operations may be found in
Note 3. Revenue from Contracts with Customers of Notes to Consolidated Financial Statements in this
Annual Report, which information is incorporated herein by reference.
Competition
We compete with a number of companies whose offerings address one or more specific functional
areas covered by our solutions. For enterprise CAD and PLM solutions, we compete with large established
companies including Autodesk, Dassault Systèmes SA, and Siemens AG. For our ALM products, we
compete with IBM, Jama Software, Inc. and Siemens AG. For our SLM products, we compete with
enterprise software companies such as Oracle, SAP and IFS AB, and with companies that offer point
solutions.
4
Proprietary Rights
Our software products and related technical know-how, along with our trademarks, including our
company names, product names and logos, are proprietary. We protect our intellectual property rights in
these items by relying on copyrights, trademarks, patents and common law safeguards, including trade
secret protection. The nature and extent of such legal protection depends in part on the type of
intellectual property right and the relevant jurisdiction. In the U.S., we are generally able to maintain our
trademark registrations for as long as the trademarks are in use and to maintain our patents for up to 20
years from the earliest effective filing date. We also use license management and other anti-piracy
technology measures, as well as contractual restrictions, to curtail the unauthorized use and distribution of
our products.
Our proprietary rights are subject to the risks and uncertainties described under Item 1A. Risk Factors
below, which is incorporated into this section by reference.
Environmental Sustainability
At PTC, we’re working to contribute to the decarbonization and circularity of global manufacturing.
While we have a climate action plan committed to reducing our company’s “footprint,” we believe far
larger benefits will flow from our “handprint” stemming from our software offerings. Our software solutions
enable manufacturers to design, build, and service their products more sustainably.
Footprint
Our emission reduction plan was validated by the Science Based Targets initiative (SBTi) in September
2024. Our near-term commitment is to reduce by 2030 combined Scope 1 (direct emissions from
owned/controlled operations) and Scope 2 (indirect energy use) emissions by 50% and reduce Scope 3 -
Category 1 (Purchased Goods and Services) by 25% compared to our 2022 baseline. Our long-term net-
zero commitment is to reach net-zero across all scope emissions by 2050, with absolute reductions of over
90% across Scopes 1-3, with accredited carbon removal offsets for the remaining 10% (or less) as needed.
We have already begun to implement programs and pursue initiatives to reduce our emissions and
carbon footprint, including:
•
entering into a Virtual Power Purchase Agreement (VPPA) to reduce our future carbon footprint;
•
prioritizing energy efficiency and accessibility to public transportation when selecting office
space;
•
providing a subsidy for employee’s public transportation commute costs; and
•
selecting suppliers with decarbonization targets.
Handprint
Environmental sustainability is integral to our product offerings. With our software, manufacturers can
support their sustainability and compliance initiatives, including by designing with less material, enhancing
product repairability and circularity, improving factory efficiency, and enabling remote service.
5
People and Culture
Within our work environment we seek to create an equitable and inclusive culture in which all
employees can thrive. This is a key aspect of our talent strategy. Our approach is focused on promoting
an agile culture, an increased sense of belonging, engaged work environments, and high-performing
teams.
6
PTC at-a-Glance
As of September 30, 2024, PTC had 7,501 full-time employees. Our employee population is
geographically diverse and serves a geographically diverse customer and partner network.
Worldwide Employee Representation
United States Employee Representation
7
Compensation and Benefits
PTC provides a comprehensive and competitive compensation and benefits package designed to
attract, retain, motivate, and engage talent around the world, including base salaries, and, for eligible
roles, incentive and equity compensation. Employees also have the opportunity to purchase PTC stock at
a discount through our Employee Stock Purchase Plan.
Our benefit offerings are designed to meet the needs of our employees and their families around the
world. Specific offerings differ country by country due to cultural norms, market dynamics, and legal
requirements, but we provide a wide variety of core health and financial programs such as healthcare,
life and disability insurance, employee assistance plans, retirement savings and pension benefit plans,
and generous paid family leave and vacation time.
Talent Development & Employee Engagement
As we focus on enhancing the employee experience, we are increasing our efforts to invest in our
people and create meaningful opportunities to learn, grow, develop, and advance their careers. We
have specific development programs and coaching programs, as well as numerous other self-led
learning paths. The variety of options means that employees have the ability to focus on the
development path most meaningful to them.
Diversity, Equity, and Inclusion (DEI)
Commitment to our values and diversity in our workforce is supported by various ongoing efforts. We
mitigate bias by coaching managers and leaders in fostering psychologically safe environments. We also
review and revise our processes based on feedback and engagement scores from employee pulse
surveys. We embed equitable practices into the planning and execution of how we attract, select,
develop, and retain talent. Meanwhile, our DEI ambassadors are aligned with business functions to
amplify and enhance our efforts in these areas. Finally, to cultivate a community of belonging, our 11
Employee Resource Groups foster an inclusive culture and facilitate safe spaces for employees to
navigate social issues and challenges.
Additional Information About Our Employee Initiatives
You can find more information about our employee initiatives in our 2024 Impact Report, which we
expect to release in early 2025.
Available Information
We make available free of charge on our website at www.ptc.com the following reports as soon as
reasonably practicable after electronically filing them with, or furnishing them to, the SEC: our Annual
Reports on Form 10-K; our Quarterly Reports on Form 10-Q; our Current Reports on Form 8-K; and
amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934. Our Proxy Statements for our Annual Meetings and Section 16 trading reports on
SEC Forms 3, 4 and 5 also are available on our website.
Corporate Information
PTC was incorporated in Massachusetts in 1985 and is headquartered in Boston, Massachusetts.
8
ITEM 1A. Risk Factors
The following are important factors we have identified that could affect an investment in our
securities. You should consider them carefully when evaluating an investment in PTC securities, because
these factors could cause actual results to differ materially from historical results or any forward-looking
statements. The risks described below are not the only risks we face. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial may also materially adversely affect our
business, financial condition, operating results, and prospects.
I. Risks Related to Our Business Operations and Industry
We face significant competition, which could adversely affect our business, financial condition, operating
results, and prospects if we are unable to successfully compete.
The markets for our products and solutions are rapidly changing and characterized by intense
competition, disruptive technology developments, evolving distribution models and increasingly lower
barriers to entry. If we are unable to provide products and solutions that address customers’ needs as well
as our competitors’ products and solutions do, or to align our pricing, licensing and delivery models with
customer preferences, we could lose customers and/or fail to attract new customers, which could
adversely affect our business, financial condition, operating results, and prospects.
For example, customer demand for SaaS solutions is increasing. While our Arena, ServiceMax, and
Onshape solutions are cloud-native SaaS solutions, and we have introduced our Windchill+, Creo+, and
Kepware+ SaaS solutions, customers may not adopt them as we expect. If we are unable to compete
successfully with competitors offering SaaS solutions, we could lose customers and/or fail to attract new
customers, which could adversely affect our business, financial condition, operating results, and
prospects.
Our current and potential competitors range from large and well-established companies to
emerging start-ups. Some of our competitors and potential competitors have greater name recognition in
the markets we serve and greater financial, technical, sales and marketing, and other resources, which
could limit our ability to gain customer recognition and confidence in our products and solutions and
successfully sell our products and solutions, which could adversely affect our ability to grow our business.
A breach of security in our products or computer systems, or those of our third-party service providers,
could compromise the integrity of our products, cause loss of data, harm our reputation, create additional
liability and adversely affect our business, financial condition, operating results, and prospects.
We have implemented and continue to implement measures intended to maintain the security and
integrity of our products, source code and IT systems. The potential for a security breach or system
disruption has significantly increased over time as the scope, number, intensity and sophistication of
attempted cyberattacks and cyber intrusions have increased – particularly cyberattacks and intrusions
designed to access and exfiltrate information and to disrupt and lock up access to systems for the
purpose of demanding a ransom payment. It is impossible for us to eliminate the risk of a successful
cyberattack or intrusion, and, in fact, we regularly deal with security issues and have experienced security
incidents from time to time. Accordingly, there is a risk that a cyberattack or intrusion will be successful
and that such event will be material.
In addition, we offer cloud services to our customers and some of our products, including our SaaS
products, are hosted by third-party service providers, which expose us to additional risks as those
repositories of our customers’ proprietary data may be targeted and a cyberattack or intrusion may be
successful and material. Interception of data transmission, misappropriation or modification of data,
corruption of data and attacks against our service providers may adversely affect our products or
product and service delivery. Malicious code, viruses or vulnerabilities that are undetected by us or our
service providers may disrupt our business operations generally and may have a disproportionate effect
on those of our products that are developed and delivered in the cloud environment.
9
While we devote resources to maintaining the security and integrity of our products and systems, as
well as performing due diligence of our third-party service providers, security breaches that have not had
a material effect on our business or that of our customers have occurred, and we will continue to face
cybersecurity threats and exposure. A significant breach of the security and/or integrity of our products or
systems, or those of our third-party service providers, whether intentional or by human error by our
employees or others, could disrupt our business operations or those of our customers, could prevent our
products from functioning properly, could enable access to sensitive, proprietary or confidential
information of our customers, or could enable access to our sensitive, proprietary or confidential
information. This could require us to incur significant costs of investigation, remediation and/or payment of
a ransom; harm our reputation; cause customers to stop buying our products; and cause us to face
lawsuits and potential liability, any of which could have a material adverse effect on our business,
financial condition, operating results, and prospects.
We have a large ecosystem of strategic, technology, and software partners and system integrators that
enable us to enhance our products and offerings, expand our market reach, and accelerate our
customers’ digital transformation journeys. Failures by those partners or termination of those relationships
could adversely affect our business, financial condition, operating results, and prospects.
We have many strategic, technology, and software partner and system integrator relationships with
other companies that provide technologies and software that we embed in our solutions, that provide
implementation services to our customers, that we work with to offer complementary solutions and
services, and that market and sell our solutions. If these companies fail to perform as we expect, or if a
company terminates or substantially alters the terms of the relationship, we could experience delays in
product development, reduced or delayed sales, customer dissatisfaction, and additional expenses, and
our business, financial condition, results of operations, and prospects could be materially adversely
affected.
We increasingly rely on third-party providers of cloud infrastructure services to deliver our offerings to
users on our platform, and any disruption of or interference with our use of these services could adversely
affect our business, financial condition, operating results, and prospects.
Our continued growth depends in part on the ability of our existing and potential customers to use
and access our cloud services or our website in order to download our software or encrypted access keys
for our software within an acceptable amount of time. We use a number of third-party service providers
that we do not control for key components of our infrastructure, particularly with respect to development
and delivery of our cloud-based products. The use of these service providers gives us greater flexibility in
efficiently delivering a more tailored, scalable customer experience, but also exposes us to additional risks
and vulnerabilities. Third-party service providers operate their own platforms that we access, and we are,
therefore, vulnerable to their service interruptions. We may experience interruptions, delays and outages
in service and availability from time to time as a result of problems with our third-party service providers’
infrastructure. Lack of availability of this infrastructure could be due to a number of potential causes
including technical failures, natural disasters, fraud or security attacks that we cannot predict or prevent.
Such outages could adversely impact our business, financial condition, results of operations, and
prospects.
If we are unable to renew our agreements with our cloud service providers on commercially
reasonable terms, or any of our agreements are prematurely terminated, or we need to add new cloud
services providers to increase capacity and uptime, we could experience interruptions, downtime,
delays, and additional expenses related to transferring to and providing support for these new platforms.
Any of the above circumstances or events may harm our reputation and brand, reduce the availability or
usage of our platforms and impair our ability to attract new users, any of which could adversely affect our
business, financial condition, results of operations, and prospects.
10
We may be unable to hire or retain employees with the necessary skills to operate and grow our business,
which could adversely affect our ability to compete and adversely affect our business, financial
condition, results of operations, and prospects.
Our success depends upon our ability to attract and retain highly skilled employees to develop and
sell our products and solutions and to operate and grow our business. Competition for such employees in
our industry is intense worldwide.
If we are unable to attract and retain employees with the requisite skills to develop and sell our
products and solutions, or to guide, operate and support our business, we may be unable to compete
successfully, which would adversely affect our business, financial condition, results of operations, and
prospects.
We depend on sales within the discrete manufacturing sector and our business could be adversely
affected if manufacturing activity does not grow or if it contracts, or if manufacturers are adversely
affected by other macroeconomic factors.
A large amount of our sales are to customers in the discrete manufacturing sector. Manufacturers
worldwide continue to face uncertainty about the global macroeconomic environment due to, among
other factors, the effects of earlier and ongoing supply chain disruptions, high interest rates and inflation,
volatile foreign exchange rates and the current relative strength of the U.S. Dollar, and the U.S.
government’s focus on technology transactions with non-U.S. entities. Customers may delay, reduce, or
forego purchases of our solutions due to these challenges and concerns, which could adversely affect
our business, financial condition, results of operations, and prospects.
If we fail to successfully transform our operations to support the sale of SaaS solutions and to develop
competitive SaaS solutions, our business and prospects could be adversely affected.
Transforming our business to offer and support SaaS solutions requires considerable additional
investment in our organization. Whether we will be successful and will accomplish our business and
financial objectives is subject to risks and uncertainties, including but not limited to: our ability to further
develop and scale infrastructure, our ability to include functionality and usability in such offerings that
address customer requirements, our ability and the ability of our partners to transition existing customer
implementations to SaaS, customer demand, attach and renewal rates, channel adoption, and our costs.
If we are unable to successfully establish these new offerings and navigate our business transition, our
business, financial condition, results of operations, and prospects could be adversely affected.
Because our sales and operations are globally dispersed, we face additional compliance risks, and any
compliance failure could adversely affect our business and prospects.
We sell and deliver software and services, and maintain support operations, in many countries whose
laws and practices differ from one another and are subject to unexpected changes. Managing these
geographically dispersed operations requires significant attention and resources to ensure compliance
with laws of those countries and those of the U.S. governing our activities in non-U.S. countries.
Those laws include, but are not limited to, anti-corruption laws and regulations (including the U.S.
Foreign Corrupt Practices Act (FCPA) and the U.K. Bribery Act 2010), data privacy laws and regulations
(including the European Union's General Data Privacy Regulation), and trade and economic sanctions
laws and regulations (including laws administered by the U.S. Department of the Treasury’s Office of
Foreign Assets Control, the U.S. State Department, the U.S. Department of Commerce, the United Nations
Security Council and other sanctions authorities). Our compliance risks are heightened due to the go-to-
market approach for our business that relies heavily on a partner ecosystem, the fact that some of the
countries we operate in have a higher incidence of corruption and fraudulent business practices, the fact
that we sell to governments and state-owned business enterprises, and the fact that global enforcement
of laws has significantly increased.
11
Accordingly, while we strive to maintain a comprehensive compliance program, an employee,
agent or business partner may violate our policies or U.S. or other applicable laws, as has occurred in the
past, or we may inadvertently violate such laws. Investigations of alleged violations of those laws can be
expensive and disruptive. Violations of such laws can lead to civil and/or criminal prosecutions, substantial
fines and other sanctions, including the revocation of our rights to continue certain operations, and also
cause business loss and reputational harm, which could adversely affect our business, financial condition,
results of operations, and prospects.
We and our customers are subject to an increasing number of laws and regulations related to
sustainability matters, compliance with which could adversely affect our business, financial condition,
results of operations, and prospects.
We are subject to an increasing number of laws and regulations promulgated by multiple countries
and jurisdictions that require new and expansive disclosure on sustainability topics and, in some cases,
remediation of adverse effects, that will increase our compliance costs and expose us to risks associated
with regulatory compliance.
These laws and regulations include those promulgated pursuant to the European Union’s Corporate
Sustainability Reporting Directive (“CSRD”) and its Corporate Sustainability Due Diligence Directive
(“CSDDD”). CSRD requires new and expansive disclosures related to sustainability risks and opportunities.
CSDDD will require us to conduct due diligence to identify, prevent, mitigate, and account for actual and
potential adverse impacts on human rights and the environment arising from our own operations and our
value chains and to remediate any such adverse impacts. Compliance with these directives requires
significant investment in resources, including the implementation of new reporting systems, data
collection processes, and due diligence procedures.
As many of our customers and potential customers, particularly those in Germany and elsewhere in
the European Union, are also subject to such laws and directives, those companies will increasingly be
required to assess our sustainability efforts and impacts; if we are unable to satisfactorily address their
requests for information or other sustainability related requests, contracting periods with those companies
may be extended or those companies may elect to use other suppliers or switch suppliers, which could
adversely affect our business, financial condition, results of operations, and prospects.
The regulatory landscape for sustainability continues to evolve and expand and the introduction of
additional laws or regulatory requirements may impose further compliance burdens and further increase
our compliance costs. We are committed to meeting existing and future regulatory requirements;
however, the financial and operational impact of current and future laws and regulations remains
uncertain and could materially adversely affect our business, financial condition, results of operations and
prospects.
Increased scrutiny and expectations around environmental, social, and governance (“ESG”) matters may
require us to incur additional costs or otherwise adversely impact our reputation, business, and prospects.
Our stakeholders, including investors, customers, suppliers, and employees, are placing greater
emphasis on our ESG performance and transparency. This increasing stakeholder attention to and
expectations around ESG matters, particularly sustainability matters, and our response to the same, may
result in higher costs (including higher costs related to compliance, stakeholder engagement, and
contracting), adversely impact our reputation, or otherwise negatively affect our business performance
and prospects.
Our statements about our sustainability, environmental and human capital initiatives and goals, and
progress against those goals, may be based on standards for measuring progress that are still developing,
internal controls and processes that continue to evolve, and assumptions that are subject to change. If
our related data, processing and reporting are incomplete or otherwise inaccurate, or if we fail to
achieve progress on our stated targets or initiatives when or as expected, our business, financial
condition, operating results, and prospects could be adversely affected.
12
II. Risks Related to Our Intellectual Property
We may be unable to adequately protect our proprietary rights, which could adversely affect our business
and our prospects.
Our software products are proprietary. We protect our intellectual property rights in these items by
relying on copyrights, trademarks, patents and common law safeguards, including trade secret
protection, as well as restrictions on disclosures and transferability contained in our agreements with other
parties. Despite these measures, the laws of all relevant jurisdictions may not afford adequate protection
to our products and other intellectual property. In addition, we frequently encounter attempts by
individuals and companies to pirate our software. If our measures to protect our intellectual property
rights fail, others may be able to use those rights, which could reduce our competitiveness and adversely
affect our business, financial condition, operating results, and prospects.
In addition, any legal action to protect our intellectual property rights that we may bring or be
engaged in could be costly, may distract management from day-to-day operations and may lead to
additional claims against us, and we may not succeed, all of which could adversely affect our business,
financial condition, operating results, and prospects.
Intellectual property infringement claims could be asserted against us, which could be expensive to
defend, could result in limitations on our use of the claimed intellectual property, and could adversely
affect our business and prospects.
The software industry is characterized by frequent litigation regarding copyright, patent and other
intellectual property rights. We have faced such lawsuits from time to time. Any such claim could result in
significant expense to us and divert the efforts of our technical and management personnel. We cannot
be sure that we would prevail against any such asserted claims. If we did not prevail, we could be
prevented from using the claimed intellectual property or be required to enter into royalty or licensing
agreements, which might not be available on terms acceptable to us. In addition to possible claims with
respect to our proprietary products, some of our products contain technology developed by and
licensed from third parties and we may likewise be susceptible to infringement claims with respect to
these third-party technologies.
13
III. Risks Related to Acquisitions
Businesses we acquire may not generate the sales and earnings we anticipate and may otherwise
adversely affect our business and prospects.
We have acquired, and intend to continue to acquire, new businesses and technologies. If we fail to
successfully integrate and manage the businesses and technologies we acquire, if an acquisition does
not further our business strategy or return a level of sales as we expect, or if a business we acquire has
unexpected legal or financial liabilities, our business, financial condition, results of operations, and
prospects could be adversely affected.
The types of issues that we may face in integrating and operating the acquired business include:
•
difficulties managing an acquired company’s technologies or lines of business or entering new
markets where we have limited or no prior experience or where competitors may have stronger
market positions;
•
unanticipated operating difficulties in connection with the acquired entities, including potential
declines in sales of the acquired entity;
•
complications relating to the assumption of pre-existing contractual relationships of an acquired
company that we would not have otherwise entered into, the termination or modification of
which may be costly or disruptive to our business;
•
litigation arising from the transaction, including potential intellectual property claims or disputes
following an acquisition;
•
diversion of management and employee attention;
•
challenges with implementing adequate and appropriate controls, procedures and policies in an
acquired business;
•
potential loss of key personnel in connection with an acquisition; and
•
potential incompatibility of business cultures.
Further, if we do not achieve the expected return on our investments, it could impair the intangible
assets and goodwill that we recorded as part of an acquisition, which could require us to record a
reduction to the value of those assets.
We may incur significant debt or issue a material amount of debt or equity securities to finance an
acquisition, which could adversely affect our operating flexibility, business and prospects.
If we were to incur a significant amount of debt—whether by borrowing funds under our credit
facility or otherwise or issuing new debt securities—to finance an acquisition, our interest expense, debt
service requirements and leverage would increase significantly. The increases in these expenses and in
our leverage could constrain our ability to operate as we might otherwise or to borrow additional
amounts and could adversely affect our business, financial condition, results of operations, and prospects.
If we were to issue a significant amount of equity securities in connection with an acquisition, existing
stockholders would be diluted and our stock price could decline.
14
IV. Risks Related to Our Indebtedness
Our substantial indebtedness could adversely affect our business, financial condition, results of
operations, and prospects, as well as our ability to meet our payment obligations under our debt.
We have a substantial amount of indebtedness. As of November 14, 2024, our total debt outstanding
was approximately $1,668 million, $1 billion of which was associated with the 3.625% Senior Notes and
4.000% Senior Notes (together, “Senior Notes”) issued in February 2020, which mature in February 2025 and
2028, respectively, and are unsecured; $177 million of which was borrowed under our credit facility
revolving line, which matures in January 2028; and $491 million of which was borrowed under our credit
facility term loan [which began amortizing in March 2024]. All amounts outstanding under the credit
facility and the Senior Notes will be due and payable in full on their respective maturity dates. As of
November 14, 2024, we had unused commitments under our credit facility of approximately $1,073 million.
PTC Inc. and one of our foreign subsidiaries are eligible borrowers under the credit facility and certain
other foreign subsidiaries may become borrowers under our credit facility in the future, subject to certain
conditions.
Specifically, our level of debt could:
•
make it more difficult for us to satisfy our debt obligations and other ongoing business obligations,
which may result in defaults;
•
result in an event of default if we fail to comply with the financial and other covenants contained
in the agreements governing our debt instruments, which could result in all of our debt becoming
immediately due and payable or require us to negotiate an amendment to financial or other
covenants that could cause us to incur additional fees and expenses;
•
limit our ability to obtain additional financing to fund future working capital, capital expenditures,
acquisitions or other general corporate requirements;
•
reduce the availability of our cash to fund working capital, capital expenditures, acquisitions and
other general corporate purposes and limit our ability to obtain additional financing for these
purposes;
•
increase our vulnerability to adverse economic and industry conditions;
•
amplify the risk of increased interest rates as certain of our borrowings, including borrowings
under our credit facility, are at variable rates of interest;
•
limit our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our
business, the industries in which we operate, and the overall economy; and
•
place us at a competitive disadvantage compared to other, less leveraged competitors.
Any of the above-listed factors could have an adverse effect on our business, financial condition,
results of operations, and prospects, and our ability to meet our payment obligations under our debt
agreements.
Despite our current level of indebtedness, we and our subsidiaries might incur substantially more debt and
other obligations. This could further exacerbate the risks to our business, financial condition, and
prospects described above.
We and our subsidiaries might incur significant additional indebtedness and other obligations in the
future, including secured debt. Although the credit agreement governing our credit facility contains
restrictions on the incurrence of additional indebtedness, these restrictions are subject to a number of
qualifications and exceptions. The additional indebtedness incurred in compliance with these restrictions
could be substantial. In addition, the credit agreement and the indenture governing our Senior Notes due
2025 and 2028, will not prevent us from incurring obligations that do not constitute indebtedness. If new
15
debt is added to our current debt levels, or we incur other obligations, the related risks that we now face
could increase.
We may not be able to generate enough cash to service all our indebtedness and may be forced to take
other actions to satisfy our obligations under our indebtedness, which may not be successful, and could
harm our business and prospects.
Our ability to make scheduled payments on or refinance our debt obligations depends on our
financial condition and operating performance, which are subject to prevailing economic and
competitive conditions and to certain financial, business, legislative, regulatory and other factors, some of
which are beyond our control. We may be unable to maintain a level of cash flows from operating
activities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness.
If our cash flows and capital resources are insufficient to fund our debt service obligations, we could
face substantial liquidity problems and could be forced to reduce or delay investments and capital
expenditures or to dispose of material assets or operations, seek additional debt or equity capital, or
restructure or refinance our indebtedness. We may not be able to effect any such alternative measures, if
necessary, on commercially reasonable terms or at all and, even if successful, those alternative actions
may not allow us to meet our scheduled debt service obligations. Our debt agreements restrict our ability
to dispose of assets and use the proceeds from those dispositions and may also restrict our ability to raise
debt or equity capital to be used to repay other indebtedness when it becomes due. We may not be
able to consummate those dispositions or to obtain proceeds in an amount sufficient to meet any debt
service obligations then due.
Our inability to generate sufficient cash flows to satisfy our debt obligations, or to refinance our
indebtedness on commercially reasonable terms or at all, would materially and adversely affect our
ability to satisfy our debt obligations.
If we cannot make scheduled payments on our debt, we will be in default and the lenders under our
credit facility could terminate their commitments to loan money, the lenders could foreclose against the
assets securing their borrowings, the holders of our Senior Notes could declare all outstanding principal,
premium, if any, and interest to be due and payable, and we could be forced into bankruptcy or
liquidation. These events could result in a loss of your investment.
We are required to comply with certain financial and operating covenants under our debt agreements.
Any failure to comply with those covenants could cause amounts borrowed to become immediately due
and payable and/or prevent us from borrowing under the credit facility.
We are required to comply with specified financial and operating covenants under our debt
agreements and to make payments under our debt, which limit our ability to operate our business as we
otherwise might operate it. Our failure to comply with any of these covenants or to meet any debt
payment obligations could result in an event of default which, if not cured or waived, would result in any
amounts outstanding, including any accrued interest and/or unpaid fees, becoming immediately due
and payable. We might not have enough working capital or liquidity to satisfy any repayment obligations
if those obligations were accelerated. In addition, if we are not in compliance with the financial and
operating covenants under the credit facility when we wish to borrow funds, we will be unable to borrow
funds to pursue certain corporate initiatives, including strategic acquisitions, which could adversely affect
our business and prospects.
16
V. Risks Related to Our Common Stock
Our stock price has been volatile, which may make it harder to resell shares at a favorable time and
price.
Market prices for securities of software companies are generally volatile and are subject to significant
fluctuations that may be unrelated or disproportionate to the operating performance of these
companies. Accordingly, the trading prices and valuations of software companies’ stocks, and of ours,
may not be predictable. Negative changes in the public’s perception of the prospects of software
companies, or of PTC or the markets we serve, could depress our stock price regardless of our operating
results.
Also, a large percentage of our common stock is held by institutional investors. Purchases and sales
of our common stock by these investors could have a significant impact on the market price of our stock.
If our results of operations do not meet market or analysts’ expectations, our stock price could decline.
Our quarterly operating results fluctuate depending on many factors, including the effect of ASC 606
on revenue recognition for the on-premises software subscriptions we offer, variability in the timing of start
dates for our subscription offerings, length of contracts, and renewals, and significant unexpected
expenses in a quarter. Accordingly, our quarterly results are difficult to predict and we may be unable to
confirm or adjust expectations with respect to our operating results for a quarter until that quarter has
closed. If our quarterly operating results do not meet market or analysts’ expectations, our stock price
could decline.
VI. General Risk Factors
Our international businesses present economic and operating risks, which could adversely affect our
business and prospects.
We expect that our international operations will continue to expand and to account for a significant
portion of our total revenue. Because we transact business in various foreign currencies, the volatility of
foreign exchange rates has had and may in the future have a material adverse effect on our revenue,
expenses, cash flows and operating results.
Other risks inherent in our international operations include, but are not limited to, the following:
•
difficulties in staffing and managing foreign sales and development operations;
•
exposure of our operations and employees to political instability and armed conflict in the
countries and regions in which we operate, including Israel;
•
increased financial accounting and reporting burdens and complexities;
•
increased regulatory and compliance risks;
•
inadequate local infrastructure; and
•
greater difficulty in protecting our intellectual property.
17
We may have exposure to additional tax liabilities and our effective tax rate may increase or fluctuate,
which could increase our income tax expense, reduce our net income, and increase our tax payment
obligations.
As a multinational organization, we are subject to income taxes as well as non-income based taxes
in the U.S. and in various foreign jurisdictions. Significant judgment is required in determining our worldwide
income tax provision and other tax liabilities. In the ordinary course of a global business, there are many
intercompany transactions and calculations where the ultimate tax determination is uncertain. Our tax
returns are subject to review by various taxing authorities. Although we believe that our tax estimates are
reasonable, the final determination of tax audits or tax disputes could be different from what is reflected
in our reported income tax provisions and accruals.
Our effective tax rate and tax payment obligations can be adversely affected by several factors,
many of which are outside of our control, including:
•
changes in tax laws (for example, the introduction of an amendment to Section 174 of the U.S.
tax legislation), regulations, and interpretations in multiple jurisdictions in which we operate;
•
assessments, and any related tax interest or penalties, by taxing authorities;
•
changes in the relative proportions of revenues and income before taxes in the various
jurisdictions in which we operate that have differing statutory tax rates;
•
changes to the financial accounting rules for income taxes;
•
unanticipated changes in tax rates; and
•
changes to a valuation allowance on net deferred tax assets, if any.
18
ITEM 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
We are subject to various cybersecurity risks in connection with our business. For more information on
our cybersecurity related risks, see the section entitled “Risks Related to Our Business Operations and
Industry” in Item 1A of this Annual Report.
Our Approach
PTC takes a holistic, multi-layered approach to cybersecurity and privacy that combines traditional
Defense-in-Depth methods with next-generation Zero Trust principles. In today’s globally interconnected
world, we consider every entry point on the attack surface critical, and we aim to secure the points under
our control. In developing our cybersecurity risk management program, we are informed by industry
benchmarks and standards, including the cybersecurity framework created by the National Institute of
Standards and Technology (“NIST”). We also have various security-related certifications and
authorizations, including ISO 27001, SOC 2 Type II and FedRAMP, for certain of our products and services.
People. PTC recognizes that technology alone cannot mitigate all security threats, so we focus on
developing our most critical resource: our people. Security is the responsibility of everyone employed by
PTC and is independent of departmental affiliation. PTC’s corporate cybersecurity awareness activities
are combined with enterprise-wide and department-specific tools and mandatory employee training,
providing everyone employed by PTC with the knowledge and resources to support our efforts to mitigate
security threats.
Process. An educated workforce needs a governance framework to guide and monitor its activities.
PTC has processes and policies in place to try to anticipate security risks and facilitate compliance with
applicable contractual obligations, regulations and standards, as well as address any incidents or
violations. PTC focuses on continuous improvement and is constantly maturing its processes to keep pace
with the rapidly evolving cybersecurity threat landscape.
Technology. PTC seeks to automate these processes and remove the potential for human error to the
extent feasible by implementing technology solutions. From fundamental IT security to development of
our software products and keeping our customers’ data safe in the cloud, PTC aims to maintain a secure
infrastructure that is continuously monitored for possible threats.
These three key elements of people, process, and technology are tightly interwoven to support our
aim to secure our environments and data.
Governance
Cybersecurity is a risk area with oversight at the highest levels of the organization, including the
Executive and Board Level. The overall operational program is led by the Cybersecurity Strategy Council,
a cross-functional team of executives and subject matter experts, including our Chief Product Security
Officer, Chief Information Security Officer and Chief Compliance Officer. The Cybersecurity Strategy
Council oversees a “Three Lines Model” of Operations, Risk Monitoring and Oversight, and Audit, to
effectively address cybersecurity, risk management and control. All Cybersecurity, Risk and Internal Audit
functions report to the PTC Executive Leadership Team.
19
PTC’s Cybersecurity Program is supported by robust processes and procedures at all levels. Our
matrixed cybersecurity organization is governed by industry-standard frameworks, and to ensure that they
are executed, we involve the Executive Leadership Team, the Cybersecurity Strategy Council,
and business unit security leads and cybersecurity analysts across the enterprise. We provide regular
updates on our cybersecurity strategic plans, programs, and initiatives, and vulnerabilities and any
applicable remediation efforts to the Cybersecurity Committee of the Board of Directors at its four
regularly scheduled meetings per year. Our Incident Response Plans provide for notice, and continued
updates, to the Cybersecurity Committee of applicable incidents on a timely basis. Ongoing program
assessments are performed to monitor progress and identify opportunities for growth.
Risk Assessment
PTC conducts an annual cybersecurity maturity assessment. Periodically, we engage a third-party
security consulting firm to conduct an Enterprise Security Maturity Assessment. This independent
assessment provides a mechanism to benchmark our current risk profile and enables us to measure
progress as we make program improvements. Identified cybersecurity risks are reviewed by the
Cybersecurity Strategy Council, which ensures that risk tolerances are established and used to
appropriately manage risks.
Third-Party Vendor Risk Management
Our Vendor Risk Management (VRM) program supports PTC in meeting its cybersecurity, privacy,
regulatory and compliance obligations and managing risk associated with third-party vendors who have
access to PTC IT systems and data. Prior to outsourcing or allowing third-party access to PTC or customer
systems, IP, or data; risks associated with such activity are clearly identified and documented. The process
of selecting a third-party vendor includes due diligence of the vendor service or product in question.
Third-party companies using PTC facilities or accessing PTC’s IT Systems are subject to PTC’s VRM review
and are required to demonstrate that proper security measures are in place before they have access to
any PTC IT systems or data. All such vendors are to be approved by PTC’s VRM process and contractually
bound to maintain appropriate cybersecurity technical and organization measures and to protect PTC’s
data to which they may have access.
Incident Response
PTC maintains a formal Cybersecurity Incident Response Policy to address cybersecurity incidents.
The Policy is tested on a regular basis, including a continuous improvement program involving periodic
tabletop exercises. Cybersecurity incident handling is managed by individual organizations with
cybersecurity responsibility and monitored/guided by applicable corporate functions. All Cybersecurity
Incident Response Plans under the Policy are based on industry standards, such as the NIST Computer
Security Incident Handling Guide – Special Publication 800-61.
Management’s Role in Assessing and Managing Our Risks from Cybersecurity Threats
Our Cybersecurity Program is overseen by executives on our Executive Leadership Team and
managed by our Cybersecurity Strategy Council, including our Senior Vice President, Chief Information
Security Officer (CISO), who reports to our Executive Vice President, Chief Digital Officer (CDO). Our CISO
is responsible for day-to-day risk management activities, including staying informed about and monitoring
prevention, detection, mitigation, and remediation efforts through regular communication and reporting
from professionals in the information security team, and the use of technological tools and software. Our
CDO is responsible for our broader IT program, which includes PTC’s ability to remediate and recover from
a cybersecurity incident while reducing impacts to the business and operations. Our CDO and CISO
regularly report directly to the Cybersecurity Committee of the Board of Directors on our Cybersecurity
Program and efforts to prevent, detect, mitigate, and remediate issues. In addition, we have an
escalation process in place to inform senior management and the Cybersecurity Committee and the
Board of Directors of material issues.
20
Management Experience
Our CDO and CISO have extensive experience assessing and managing cybersecurity programs and
cybersecurity risk. Our CDO joined PTC as Chief Digital Officer in January 2022 and is responsible for PTC’s
global information technology (IT) team, overseeing PTC’s digital infrastructure and working with business
leaders to guide PTC’s digital process optimization strategy. He has more than two decades of IT and
operations leadership. Before joining PTC, he served as Global Vice President and Chief Information
Officer for Avaya, where he led a globally-dispersed team of 1,200 IT professionals to support the entire
global Avaya enterprise. Prior to Avaya, he held technology leadership roles at Arise Virtual Solutions Inc.,
Oracle, and Colorado College.
Our CISO joined PTC as Cyber Information Security Officer in April 2022 and, before joining PTC, was
the Vice President, Information Technology, North America and Europe for Alorica, where he led Alorica’s
transformation to a secure endpoint architecture for 90,000 global remote and hybrid employees.
ITEM 2. Properties
We currently have 75 office locations used in operations in the United States and internationally,
predominately as sales and/or support offices and for research and development work. Of our total of
approximately 1,060,000 square feet of leased facilities used in operations, approximately 401,000 square
feet are located in the U.S., including approximately 250,000 square feet at our headquarters facility
located in Boston, Massachusetts, and approximately 268,000 square feet are located in India, where a
significant amount of our research and development is conducted.
ITEM 3. Legal Proceedings
None.
ITEM 4. Mine Safety Disclosures
Not applicable.
PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Our common stock is traded on the Nasdaq Global Select Market under the symbol "PTC."
On September 30, 2024, the close of our fiscal year, and on November 12, 2024, our common stock
was held by 884 and 877 shareholders of record, respectively.
ITEM 6. [Reserved]
21
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Operating and Non-GAAP Financial Measures
Our discussion of results includes discussion of our ARR (Annual Run Rate) operating measure, non-
GAAP financial measures, and disclosure of our results on a constant currency basis. ARR and our non-
GAAP financial measures, including the reasons we use those measures, are described below in Results of
Operations - Operating Measure and Results of Operations - Non-GAAP Financial Measures, respectively.
The methodology used to calculate constant currency disclosures is described in Results of Operations -
Impact of Foreign Currency Exchange on Results of Operations. You should read those sections to
understand our operating measure, non-GAAP financial measures, and constant currency disclosures.
Executive Overview
Despite the overall demand environment, which has been challenging for many quarters now, ARR
grew 14% (12% constant currency) to $2.25 billion as of the end of FY'24 compared to FY’23.
Cash provided by operating activities grew 23% to $750 million in FY'24 compared to FY'23. Free cash
flow grew 25% to $736 million in FY'24 compared to FY'23. Our cash flow growth is attributable to solid top-
line growth due to our subscription business model and operational discipline. Interest payments were $47
million higher in FY'24 compared to FY'23, mainly due to the payment of $30 million of imputed interest on
a deferred acquisition payment associated with our 2023 acquisition of ServiceMax and incremental
interest expense associated with borrowings in FY'23 and FY'24. We ended FY’24 with cash and cash
equivalents of $266 million and gross debt of $1.75 billion, which debt carried an aggregate weighted
average interest rate of 5.1%.
Revenue grew 10% (9% constant currency) in FY'24 compared to FY'23. Our acquisition of ServiceMax
in early Q2'23 contributed to FY'24 revenue growth. Under ASC 606, the timing of revenue recognition for
on-premises subscription revenue can vary significantly, impacting reported revenue and growth rates.
Results of Operations
The following table shows the measures that we consider the most significant indicators of our
business performance. In addition to providing operating income, operating margin, diluted earnings per
share and cash from operations as calculated under GAAP, we provide our ARR operating measure and
non-GAAP operating income, non-GAAP operating margin, non-GAAP diluted earnings per share, and
free cash flow for the reported periods. We also provide a view of our actual results on a constant
currency basis. Our non-GAAP financial measures exclude the items described in Non-GAAP Financial
Measures below. Investors should use our non-GAAP financial measures only in conjunction with our GAAP
results.
22
For discussion of our FY'23 results and comparison to our FY'22 results, refer to Management's
Discussion and Analysis of Financial Conditions and Results of Operations in our Annual Report on Form 10-
K for the year ended September 30, 2023.
(Dollar amounts in millions, except per share data)
Year ended September 30,
Percent Change
2024
2023
Actual
Constant
Currency(1)
ARR
$
2,254.7
$
1,978.6
14%
12%
Total recurring revenue(2)
$
2,134.0
$
1,907.9
12%
12%
Perpetual license
32.2
38.6
(17)%
(16)%
Professional services
132.2
150.5
(12)%
(12)%
Total revenue
2,298.5
2,097.1
10%
9%
Total cost of revenue
444.8
441.0
1%
1%
Gross margin
1,853.7
1,656.0
12%
12%
Operating expenses
1,265.6
1,197.6
6%
6%
Operating income
$
588.1
$
458.5
28%
27%
Non-GAAP operating income(1)
$
894.3
$
758.9
18%
17%
Operating margin
25.6%
21.9%
Non-GAAP operating margin(1)
38.9%
36.2%
Diluted earnings per share
$
3.12
$
2.06
Non-GAAP diluted earnings per share(1)
$
5.08
$
4.34
Cash provided by operating activities
$
750.0
$
610.9
Capital expenditures
(14.4)
(23.8)
Free cash flow
$
735.6
$
587.0
(1)
See Non-GAAP Financial Measures below for a reconciliation of our GAAP results to our non-GAAP financial measures and
Impact of Foreign Currency Exchange on Results of Operations below for a description of how we calculate our results on a
constant currency basis.
(2)
Recurring revenue is comprised of on-premises subscription, perpetual support, SaaS, and hosting services revenue.
Impact of Foreign Currency Exchange on Results of Operations
Approximately 50% of our revenue and 35% of our expenses are transacted in currencies other than
the U.S. Dollar. Because we report our results of operations in U.S. Dollars, currency translation, particularly
changes in the Euro, Yen, Shekel, and Rupee relative to the U.S. Dollar, affects our reported results.
Changes in foreign currency exchange rates were a slight tailwind to reported income statement results
in FY’24. ARR was positively impacted by improvements in currency exchange rates, particularly the Euro
to U.S. Dollar exchange rate, as of September 30, 2024 compared to September 30, 2023.
The results of operations in the table above, and the tables and discussions below about revenue by
line of business and product group present both actual percentage changes year over year and
percentage changes on a constant currency basis. Our constant currency disclosures are calculated by
multiplying the results in local currency for FY'24 and FY'23 by the exchange rates in effect on September
30, 2023. If FY'24 reported results were converted into U.S. Dollars using the rates in effect as of September
30, 2023, ARR would have been lower by $47 million, revenue would have been lower by $22 million, and
expenses would have been lower by $10 million. If FY'23 reported results were converted into U.S. Dollars
using the rates in effect as of September 30, 2023, ARR would have been the same, revenue would have
been lower by $17 million, and expenses would have been lower by $12 million.
23
Revenue
Under ASC 606, the volume, mix, and duration of contract types (support, SaaS, on-premises
subscription) starting or renewing in any given period can have a material impact on revenue in the
period, and as a result can impact the comparability of reported revenue period over period. We
recognize revenue for the license portion of on-premises subscription contracts up front when we deliver
the licenses to the customer, typically on the start date, and we recognize revenue on the support portion
of on-premises subscription contracts and stand-alone support contracts ratably over the term. We
continue to convert existing support contracts to on-premises subscriptions, resulting in a shift to up-front
recognition of on-premises subscription license revenue in the period converted compared to ratable
recognition for a perpetual support contract. Revenue from our cloud services (primarily SaaS) contracts
is recognized ratably. We expect that over time a higher portion of our revenue will be recognized ratably
as we expand our SaaS offerings, release additional cloud functionality into our products, and migrate
customers from on-premises subscriptions to SaaS. Given the different mix, duration and volume of new
and renewing contracts in any period, year-over-year or sequential revenue can vary significantly.
Revenue by Line of Business
(Dollar amounts in millions)
Year ended September 30,
Percent Change
2024
2023
Actual
Constant
Currency
License(1)
$
806.9
$
747.0
8%
8%
Support and cloud services(2)
1,359.4
1,199.5
13%
13%
Software revenue
2,166.2
1,946.6
11%
11%
Professional services
132.2
150.5
(12)%
(12)%
Total revenue
$
2,298.5
$
2,097.1
10%
9%
(1)
Includes perpetual licenses and the license portion of on-premises subscription sales.
(2)
Includes support on perpetual licenses, the support portion of on-premises subscription sales, SaaS, and hosting services.
Software revenue growth in FY'24 was driven by PLM, which included the contribution from
ServiceMax (acquired in early Q2'23), and CAD.
License revenue growth in FY'24 was mainly driven by CAD and PLM growth in Europe and Asia
Pacific, offset by lower license revenue in the Americas, particularly in PLM. A higher proportion of sales in
FY'24 were SaaS, which adversely affected license revenue growth in the Americas and Europe.
Support and cloud services revenue growth in FY'24 was mainly driven by PLM (which included
contribution from ServiceMax) in the Americas and Europe.
Professional services revenue decreased in FY'24 as we continue to execute on our strategy of
leveraging partners to deliver services rather than contracting to deliver services ourselves.
24
Software Revenue by Product Group
(Dollar amounts in millions)
Year ended September 30,
Percent Change
2024
2023
Actual
Constant
Currency
PLM
$
1,333.4
$
1,186.0
12%
12%
CAD
832.8
760.6
9%
10%
Software revenue
$
2,166.2
$
1,946.6
11%
11%
PLM software revenue growth in FY'24 was driven by growth in Europe and the contribution from
ServiceMax (acquired in early Q2'23). Year-over-year PLM software revenue growth for FY'24 excluding
Q1'24 ServiceMax revenue would have been 9% (9% constant currency).
PLM ARR grew 15% (13% constant currency) from September 30, 2023 to September 30, 2024.
CAD software revenue growth in FY'24 was primarily driven by revenue growth in Europe and Asia
Pacific.
CAD ARR grew 13% (10% constant currency) from September 30, 2023 to September 30, 2024.
Gross Margin
(Dollar amounts in millions)
Year ended September 30,
2024
2023
Percent
Change
License gross margin
$
760.0
$
693.8
10%
License gross margin percentage
94%
93%
Support and cloud services gross margin
$
1,084.8
$
954.5
14%
Support and cloud services gross margin percentage
80%
80%
Professional services gross margin
$
8.9
$
7.7
15%
Professional services gross margin percentage
7%
5%
Total gross margin
$
1,853.7
$
1,656.0
12%
Total gross margin percentage
81%
79%
Non-GAAP gross margin(1)
$
1,913.6
$
1,712.6
12%
Non-GAAP gross margin percentage(1)
83%
82%
(1)
Non-GAAP financial measures are reconciled to GAAP results under Non-GAAP Financial Measures below.
License gross margin grew at a higher rate than license revenue in FY'24 due mainly to lower
intangible amortization expense. Excluding intangible amortization expense, license gross margin
percentage was consistent year over year.
Support and cloud services gross margin growth in FY'24 was in line with support and cloud services
revenue growth. Cost of support and cloud services in FY'24 grew at a similar rate to revenue, driven by
higher intangible amortization expense, compensation expense, and royalty expense.
Professional services gross margin increased in FY’24 compared to FY’23, primarily due to lower
outside service costs, partially offset by decreases in professional services revenue. The decreases in
professional services revenue and costs are due to our continued execution on our strategy of leveraging
partners to deliver services rather than contracting to deliver services ourselves.
25
Operating Expenses
(Dollar amounts in millions)
Year ended September 30,
2024
2023
Percent
Change
Sales and marketing
$
559.0
$
530.1
5%
% of total revenue
24%
25%
Research and development
433.0
394.4
10%
% of total revenue
19%
19%
General and administrative
232.4
233.5
(0)%
% of total revenue
10%
11%
Amortization of acquired intangible assets
42.0
40.0
5%
% of total revenue
2%
2%
Restructuring and other credits, net
(0.8)
(0.5)
74%
% of total revenue
0%
0%
Total operating expenses
$
1,265.6
$
1,197.6
6%
Total headcount increased by 4% between September 30, 2023 and September 30, 2024.
Operating expenses in FY'24 compared to FY'23 increased primarily due to the following:
•
a $47 million increase in compensation and benefits expense (excluding stock-based
compensation), driven by higher headcount and our Q2'23 acquisition of ServiceMax, as well as
higher health insurance costs in the U.S.;
•
a $16 million increase in stock-based compensation expense, driven in part by acceleration of
expense on equity grants held by our former chief executive and chief operating officers (which
expense is included in General and administrative and Sales and marketing), as well as the
impact of an FY'24 change in eligibility for continued vesting upon retirement for a subset of
prospective equity grants;
•
a $14 million increase in outside services, driven by consulting services related to corporate
initiatives; and
•
a $10 million increase in software subscription related costs;
partially offset by:
•
a $16 million decrease in acquisition and transaction-related costs, largely driven by costs
associated with our Q2'23 acquisition of ServiceMax; and
•
a $12 million decrease in marketing expense, primarily due to not holding our LiveWorx event in
FY'24.
26
Interest Expense
(Dollar amounts in millions)
Year ended September 30,
2024
2023
Percent
Change
Interest expense
$
(119.7)
$
(129.4)
(8)%
Interest expense includes interest on our credit facility loans and our Senior Notes due 2025 and 2028.
Interest expense in FY'23 also included $30 million of interest on a deferred acquisition payment
associated with the ServiceMax acquisition. The decrease in interest expense was driven by the lower
aggregate average of debt and deferred acquisition payment liability balances outstanding in FY'24
compared to FY'23.
Other Income
(Dollar amounts in millions)
Year ended September 30,
2024
2023
Percent
Change
Interest income
$
4.4
$
5.4
(19)%
Other expense, net
(3.8)
(1.9)
(103)%
Other income, net
$
0.6
$
3.5
(84)%
Other income, net was lower in FY'24 compared to FY'23 due to a $2.0 million impairment loss related
to an available-for-sale debt security.
Income Taxes
(Dollar amounts in millions)
Year ended September 30,
2024
2023
Percent
Change
Income before income taxes
$
469.0
$
332.6
41%
Provision for income taxes
92.6
87.0
6%
Effective income tax rate
20%
26%
The effective tax rate for FY’24 was lower than the effective rate for FY’23. In FY'24, the rate was
impacted by a U.S. Tax Court ruling in Varian Medical Systems, Inc. v. Commissioner, issued on August 26,
2024. The ruling related to the U.S. taxation of deemed foreign dividends in the transition year of the Tax
Act (our fiscal 2018). As a result, we recorded a $14.4 million benefit for additional foreign tax credits that
have become available to us. Additionally, our rate included a net benefit of $4.4 million for the effects of
Internal Revenue Service (IRS) procedural guidance requiring consent for previously automatic changes
of accounting method. The IRS procedural guidance change significantly increased our estimated
taxable income in the year ended September 30, 2024, resulting in an increase to the estimated tax
benefit for the deductions associated with Global Intangible Low-Taxed Income and Foreign-Derived
Intangible Income. The benefit from this IRS procedural guidance change will reverse in a future fiscal
period if we receive IRS consent for a change in the treatment of these deductions. These benefits were
offset by a tax expense of $4.6 million related to a tax reserve in a foreign jurisdiction. FY'23 included tax
expense of $21.8 million related to an uncertain tax position regarding transfer pricing in a foreign
jurisdiction where we are currently under audit. Our FY'23 rate was also impacted by tax expense of $6.3
million related to non-deductible imputed interest related to the deferred payment on the acquisition of
ServiceMax.
In the normal course of business, PTC and its subsidiaries are examined by various taxing authorities,
including the IRS in the United States. We regularly assess the likelihood of additional assessments by tax
authorities and provide for these matters as appropriate. We are currently under audit by tax authorities in
several jurisdictions including Germany, Ireland, and Italy. Audits by tax authorities typically involve
examination of the deductibility of certain permanent items, transfer pricing, limitations on net operating
losses, and tax credits.
27
Liquidity and Capital Resources
(in millions)
September 30,
2024
2023
Cash and cash equivalents
$
265.8
$
288.1
Restricted cash
0.7
0.7
Total
$
266.5
$
288.8
(in millions)
Year ended September 30,
2024
2023
Net cash provided by operating activities
$
750.0
$
610.9
Net cash used in investing activities
$
(124.8)
$
(866.1)
Net cash provided by (used in) financing activities
$
(650.7)
$
268.3
Cash, Cash Equivalents and Restricted Cash
We invest our cash with highly rated financial institutions. Cash and cash equivalents include highly
liquid investments with original maturities of three months or less.
Due to the stability of our subscription model and consistency of annual, up-front billing, we aim to
maintain a low cash balance. A significant portion of our cash is generated and held outside the U.S. As
of September 30, 2024, we had cash and cash equivalents of $36 million in the U.S., $127 million in Europe,
$86 million in Asia Pacific (including India), and $17 million in other non-U.S. countries. We have substantial
cash requirements in the U.S. but believe that the combination of our existing U.S. cash and cash
equivalents, cash available under our revolving credit facility, future U.S. operating cash flows, and our
ability to repatriate cash to the U.S. will be sufficient to meet our ongoing U.S. operating expenses and
known capital requirements.
Cash Provided by Operating Activities
Cash provided by operating activities increased by $139.1 million in FY'24 compared to FY'23. This
increase was driven by higher collections (including contribution from ServiceMax), which were partially
offset by higher salary-related and interest payments. Interest payments in FY'24 were approximately $47.2
million higher than in FY'23 and include the payment of $30.0 million of imputed interest on the
ServiceMax deferred acquisition payment.
Cash Used in Investing Activities
Cash used in investing activities in FY'24 was driven by the acquisition of pure-systems for $93.5 million
in Q1'24. Cash used in investing activities in FY'23 was driven by a payment of $828.2 million in Q2'23
related to the acquisition of ServiceMax. Capital expenditures in FY'24 were lower than in FY'23 as we
invest more in cloud-based rather than on-premises software.
Cash Provided by (Used in) Financing Activities
Cash used in financing activities in FY'24 included $620.0 million paid to settle a deferred acquisition
payment associated with our acquisition of ServiceMax, Q1'24 borrowings of $739.8 million to fund that
payment and the pure-systems acquisition, and subsequent net payments on debt of $693.9 million.
Cash provided by financing activities in FY’23 was primarily related to net new borrowings of $771.0
million (a $500.0 million term loan and a $271.0 million incremental revolving line) to fund the ServiceMax
acquisition and net repayments of $428.0 million on the new revolving facility.
28
Outstanding Debt
(in millions)
September 30,
2024
2023
4.000% Senior Notes due 2028
$
500.0
$
500.0
3.625% Senior Notes due 2025
500.0
500.0
Credit facility revolver line
262.0
202.0
Credit facility term loan
490.6
500.0
Total debt
1,752.6
1,702.0
Unamortized debt issuance costs for the Senior Notes
(4.1)
(6.2)
Total debt, net of issuance costs
$
1,748.6
$
1,695.8
Undrawn under credit facility revolver
$
988.0
$
1,048.0
Undrawn under credit facility revolver available to borrow
$
972.1
$
384.6
As of September 30, 2024, we were in compliance with all financial and operating covenants of the
credit facility and the Senior Note indentures. As of September 30, 2024, the annual rates for borrowings
outstanding under the credit facility revolver line and term loan were 7.0% and 6.9%, respectively.
In addition to the debt shown in the above table, as of September 30, 2023, we had a $620 million
deferred acquisition payment liability related to the fair value of the $650 million installment paid in
October 2023 for the ServiceMax acquisition. Of the $650 million paid, $620 million was recorded as a
financing outflow and the $30 million of imputed interest was recorded as an operating cash outflow.
Our credit facility and our Senior Notes, including the financial and operating covenants and
limitations on the payment of dividends, are described in Note 9. Debt of Notes to the Consolidated
Financial Statements in this Annual Report.
Share Repurchase Authorization
Our Articles of Organization authorize us to issue up to 500 million shares of our common stock. Our
Board of Directors has authorized us to repurchase up to $2 billion of our common stock in the period
October 1, 2024 through September 30, 2027. We may use cash from operations and borrowings under
our credit facility to make any such repurchases. All shares of our common stock repurchased are
automatically restored to the status of authorized and unissued.
Our long-term goal is to return approximately 50% of our free cash flow to shareholders via share
repurchases, while also taking into consideration the interest rate environment and strategic initiatives
and acquisitions, which could cause us to reduce, suspend, or cease repurchases. We currently intend to
repurchase approximately $300 million of our common stock in FY'25.
Expectations for 2025
We believe that existing cash and cash equivalents, together with cash generated from operations
and amounts available under the credit facility, will be sufficient to meet our working capital and capital
expenditure requirements through at least the next twelve months, including redemption of the 3.625%
Senior Notes in February 2025, and to meet our known long-term capital requirements.
Our expected uses and sources of cash could change, our cash position could be reduced, and we
could incur additional debt obligations if we retire other debt, engage in strategic transactions, or
repurchase shares, any of which could be commenced, suspended, or completed at any time. Any such
repurchases or retirement of debt will depend on prevailing market conditions, our liquidity requirements,
contractual restrictions and other factors. The amounts involved in any debt retirement or issuance, share
repurchases, or strategic transactions may be material.
29
Contractual Obligations
At September 30, 2024, our future contractual obligations were related to debt, leases, pension
liabilities, unrecognized tax benefits, and purchase obligations. See Note 9. Debt, Note 17. Leases, Note
14. Pension Plans, and Note 8. Income Taxes of Notes to Consolidated Financial Statements in this Annual
Report for information about those obligations, which Notes are incorporated by reference into this
section. Our purchase obligations were approximately $163.2 million, with $88.2 million expected to be
paid in FY'25 and $75.0 million thereafter. Purchase obligations represent minimum commitments due to
third parties, including royalty contracts, research and development contracts, telecommunication
contracts, information technology maintenance contracts in support of internal-use software and
hardware, financing leases, operating leases with original terms of less than 12 months, and other
marketing and consulting contracts. Contracts for which our commitment is variable or based on volumes
with no fixed minimum quantities and contracts that can be canceled without payment penalties are not
included in the purchase obligation amounts above. The purchase obligations included above are in
addition to amounts included in Current liabilities and Prepaid expenses recorded on our September 30,
2024 Consolidated Balance Sheet.
As of September 30, 2024, we had letters of credit and bank guarantees outstanding of
approximately $15.6 million (of which $0.6 million was collateralized).
30
Operating Measure
ARR
ARR (Annual Run Rate) represents the annualized value of our portfolio of active subscription
software, SaaS, hosting, and support contracts as of the end of the reporting period. We calculate ARR as
follows:
•
We consider a contract to be active when the product or service contractual term commences
(the “start date”) until the right to use the product or service ends (the “expiration date”). Even if
the contract with the customer is executed before the start date, the contract will not count
toward ARR until the customer right to receive the benefit of the products or services has
commenced.
•
For contracts that include annual values that increase over time, which we refer to as ramp
contracts, we include in ARR only the annualized value of components of the contract that are
considered active as of the date of the ARR calculation. We do not include any future
committed increases in the contract value as of the date of the ARR calculation.
•
As ARR includes only contracts that are active at the end of the reporting period, ARR does not
reflect assumptions or estimates regarding future customer renewals or non-renewals.
•
Active contracts are annualized by dividing the total active contract value by the contract
duration in days (expiration date minus start date), then multiplying that by 365 days (or 366 days
for leap years).
We believe ARR is a valuable operating measure to assess the health of a subscription business
because it is aligned with the amount that we invoice the customer on an annual basis. We generally
invoice customers annually for the current year of the contract. A customer with a one-year contract will
typically be invoiced for the total value of the contract at the beginning of the contractual term, while a
customer with a multi-year contract will be invoiced for each annual period at the beginning of each
year of the contract.
ARR increases by the annualized value of active contracts that commence in a reporting period and
decreases by the annualized value of contracts that expire in the reporting period.
As ARR is not annualized recurring revenue, it is not calculated based on recognized or unearned
revenue and is not affected by variability in the timing of revenue under ASC 606, particularly for on-
premises license subscriptions where a substantial portion of the total value of the contract is recognized
as revenue at a point in time upon the later of when the software is made available, or the subscription
term commences.
ARR should be viewed independently of recognized and unearned revenue and is not intended to
be combined with, or to replace, either of those items. Investors should consider our ARR operating
measure only in conjunction with our GAAP financial results.
Non-GAAP Financial Measures
The non-GAAP financial measures presented in the discussion of our results of operations and the
respective most directly comparable GAAP measures are:
•
free cash flow—cash flow from operations
•
non-GAAP gross margin—GAAP gross margin
•
non-GAAP operating income—GAAP operating income
•
non-GAAP operating margin—GAAP operating margin
31
•
non-GAAP net income—GAAP net income
•
non-GAAP diluted earnings per share—GAAP diluted earnings per share
Free cash flow is cash flow from operations net of capital expenditures, which are expenditures for
property and equipment and consist primarily of facility improvements, office equipment, computer
equipment, and software. We believe that free cash flow, in conjunction with cash from operations, is a
useful measure of liquidity since capital expenditures are a necessary component of ongoing operations.
Free cash flow is not a measure of cash available for discretionary expenditures.
The non-GAAP financial measures other than free cash flow exclude, as applicable: stock-based
compensation expense; amortization of acquired intangible assets; acquisition and transaction-related
charges included in General and administrative expenses; Restructuring and other charges (credits), net;
non-operating charges (credits), net; and income tax adjustments.
Stock-based compensation is a non-cash expense relating to stock-based awards issued to
executive officers, employees and outside directors, consisting of restricted stock units. We exclude this
expense as it is a non-cash expense and we assess our internal operations excluding this expense and
believe it facilitates comparisons to the performance of other companies in our industry.
Amortization of acquired intangible assets is a non-cash expense that is impacted by the timing and
magnitude of our acquisitions. We believe the assessment of our operations excluding these costs is
relevant to our assessment of internal operations and comparisons to the performance of other
companies in our industry.
Acquisition and transaction-related charges included in General and administrative expenses are
direct costs of potential and completed acquisitions and expenses related to acquisition integration
activities, including transaction fees, due diligence costs, severance and professional fees. Subsequent
adjustments to our initial estimated amount of contingent consideration associated with specific
acquisitions are also included within acquisition and transaction-related charges. Other transactional
charges include third-party costs related to structuring merger and acquisition transactions outside of
ordinary business operations. We do not include these costs when reviewing our operating results
internally. The occurrence and amount of these costs varies depending on the timing and size of
acquisitions and transactions.
Restructuring and other charges (credits), net includes excess facility restructuring charges (credits);
impairment and accretion expense charges related to the lease assets of exited facilities; sublease
income from previously impaired facilities; severance charges resulting from substantial employee
reduction actions; and third-party professional consulting fees related to modifications of our business
strategy. These costs may vary in size based on our restructuring plan.
Non-operating charges (credits), net are gains or losses associated with sales or changes in value of
assets or liabilities that are generally investing or financing in nature and are not indicative of our ongoing
ordinary operating activities. In FY'24, we recognized an impairment charge related to an available-for-
sale debt security. In FY'23, we recognized a financing charge for a debt commitment agreement
associated with our acquisition of ServiceMax.
Income tax adjustments include the tax impact of the items above. Additionally, we exclude other
material tax items that we do not include when reviewing our operating results internally. For example, in
FY'24, adjustments include a charge related to a tax reserve related to prior years in a foreign jurisdiction.
Adjustments in FY’23 include a charge related to an uncertain tax position in a foreign jurisdiction.
We use these non-GAAP financial measures, and we believe that they assist our investors, to make
period-to-period comparisons of our operational performance because they provide a view of our
operating results without items that are not, in our view, indicative of our core operating results. We
believe that these non-GAAP financial measures help illustrate underlying trends in our business, and we
use the measures to establish budgets and operational goals (communicated internally and externally)
32
for managing our business and evaluating our performance. We believe that providing non-GAAP
financial measures also affords investors a view of our operating results that may be more easily
compared to the results of other companies in our industry that use similar financial measures to
supplement their GAAP results.
The items excluded from the non-GAAP financial measures often have a material impact on our
financial results, certain of those items are recurring, and other such items often recur. Accordingly, the
non-GAAP financial measures included in this Annual Report should be considered in addition to, and not
as a substitute for or superior to, the comparable measures prepared in accordance with GAAP. The
following tables reconcile each of these non-GAAP financial measures to its most closely comparable
GAAP measure on our financial statements.
(in millions, except per share amounts)
Year ended September 30,
2024
2023
GAAP gross margin
$
1,853.7
$
1,656.0
Stock-based compensation
21.4
20.9
Amortization of acquired intangible assets included in cost of revenue
38.5
35.7
Non-GAAP gross margin
$
1,913.6
$
1,712.6
GAAP operating income
$
588.1
$
458.5
Stock-based compensation
223.5
206.5
Amortization of acquired intangible assets
80.5
75.7
Acquisition and transaction-related charges
3.1
18.7
Restructuring and other credits, net
(0.8)
(0.5)
Non-GAAP operating income
$
894.3
$
758.9
GAAP net income
$
376.3
$
245.5
Stock-based compensation
223.5
206.5
Amortization of acquired intangible assets
80.5
75.7
Acquisition and transaction-related charges
3.1
18.7
Restructuring and other credits, net
(0.8)
(0.5)
Non-operating charges, net(1)
2.0
5.1
Income tax adjustments(2)
(71.2)
(33.5)
Non-GAAP net income
$
613.4
$
517.6
GAAP diluted earnings per share
$
3.12
$
2.06
Stock-based compensation
1.85
1.73
Amortization of acquired intangible assets
0.67
0.63
Acquisition and transaction-related charges
0.03
0.16
Restructuring and other credits, net
(0.01)
—
Non-operating charges, net(1)
0.02
0.04
Income tax adjustments(2)
(0.59)
(0.28)
Non-GAAP diluted earnings per share
$
5.08
$
4.34
Cash provided by operating activities
$
750.0
$
610.9
Capital expenditures
(14.4)
(23.8)
Free cash flow
$
735.6
$
587.0
(1)
In FY'24, we recognized an impairment loss of $2.0 million on an available-for-sale debt security. In FY'23, we recognized $4.2
million of financing charges for a debt commitment agreement associated with our acquisition of ServiceMax.
(2)
Income tax adjustments reflect the tax effects of non-GAAP adjustments which are calculated by applying the applicable tax
rate by jurisdiction to the non-GAAP adjustments listed above. In FY'24, adjustments exclude a tax expense of $4.4 million or
$0.04 per share for a tax reserve related to prior years in a foreign jurisdiction. In FY'23, non-GAAP expense excludes $21.8
million or $0.18 per share related to uncertain tax positions in a foreign jurisdiction.
Operating margin impact of non-GAAP adjustments:
Year ended September 30,
2024
2023
GAAP operating margin
25.6%
21.9%
Stock-based compensation
9.7%
9.8%
Amortization of acquired intangible assets
3.5%
3.6%
Acquisition and transaction-related charges
0.1%
0.9%
Restructuring and other credits, net
(—)%
(—)%
Non-GAAP operating margin
38.9%
36.2%
33
Critical Accounting Policies and Estimates
We have prepared our consolidated financial statements in accordance with accounting principles
generally accepted in the United States of America. In preparing our financial statements, we make
estimates, assumptions and judgments that can have a significant impact on our reported revenues,
results of operations, and net income, as well as on the value of certain assets and liabilities on our
balance sheet. These estimates, assumptions and judgments are made based on our historical
experience and on other assumptions that we believe to be reasonable under the circumstances. These
estimates may change as new events occur or additional information is obtained, and we may
periodically be faced with uncertainties, the outcomes of which are not within our control and may not
be known for a prolonged period of time.
The accounting policies, methods and estimates used to prepare our financial statements are
described generally in Note 2. Summary of Significant Accounting Policies of Notes to Consolidated
Financial Statements in this Annual Report. The most important accounting judgments and estimates that
we made in preparing the financial statements involved:
•
revenue recognition;
•
accounting for income taxes; and
•
valuation of assets and liabilities acquired in business combinations.
A critical accounting policy is one that is both material to the presentation of our financial
statements and requires us to make subjective or complex judgments that could have a material effect
on our financial condition and results of operations. Critical accounting policies require us to make
assumptions about matters that are uncertain at the time of the estimate, and different estimates that we
could have used, or changes in the estimates that are reasonably likely to occur, may have a material
impact on our financial condition or results of operations. Because the use of estimates is inherent in the
financial reporting process, actual results could differ from those estimates.
Accounting policies, guidelines and interpretations related to our critical accounting policies and
estimates are generally subject to numerous sources of authoritative guidance and are often reexamined
by accounting standards rule makers and regulators. These rule makers and/or regulators may
promulgate interpretations, guidance or regulations that may result in changes to our accounting
policies, which could have a material impact on our financial position and results of operations.
Revenue Recognition
We record revenues in accordance with the guidance provided by ASC 606, Revenue from
Contracts with Customers. For a full description of our revenue accounting policy, refer to Note 2.
Summary of Significant Accounting Policies, included in the Notes to Consolidated Financial Statements in
this Annual Report.
Our sources of revenue include: (1) subscriptions, (2) perpetual licenses, (3) support for perpetual
licenses, and (4) professional services. Subscriptions include term-based on-premises licenses and related
support, Software-as-a-Service (SaaS), and hosting services.
34
Judgments and Estimates
Determination of performance obligations. Our subscriptions are frequently sold as a bundle of
products and services, typically pairing on-premises term software licenses with support and, for certain
offerings, cloud services over the same term. Significant judgment is used in determining the performance
obligations related to these bundled products and services. On-premises software is typically determined
to be a distinct performance obligation and is thus recognized separately from the support and cloud
components. On-premises software revenue is generally recognized at the point in time that the software
is made available to the customer, while the support and cloud software revenue components are
recognized ratably over the term of the contract. In cases where subscriptions include cloud functionality
and on-premises software, an assessment has been performed to determine whether the cloud services
are distinct from the on-premises software. In the substantial majority of instances, cloud services provide
incremental functionality to customers and have been considered distinct and recognized separately
from the on-premises software. This assessment could have a significant impact on the timing of revenue
recognition and may change as our product offerings evolve.
Allocation of transaction price. We estimate the standalone selling price of each identified
performance obligation and use that estimate to allocate the transaction price among said performance
obligations. The estimated standalone selling price is determined using all information reasonably
available to us, including market conditions and other observable inputs. Significant judgment is used in
determining the standalone selling prices of the on-premises license, support, and cloud components of
our subscription products. These estimates are subject to change as our product offerings change and
could have a significant impact due to the difference in the timing of revenue recognition for on-
premises licenses versus support and cloud.
Right to exchange. Our multi-year, non-cancellable subscription contracts provide customers with an
annual right to exchange software within the original subscription with other software. When it applies to
on-premises licenses, we account for this right as a liability. For most contracts, we use the expected value
method to determine the liability associated with this right across a portfolio of contracts. Where contracts
are outside of the standard portfolio of contracts due to contract size, longer contract duration, or other
unique contractual terms, we use the most likely amount method to determine the liability for each
individual contract. In both circumstances, the transaction price is constrained based on our estimates,
which impacts the amount of revenue recognized. Changes in these estimates could significantly impact
revenue for any given period.
Accounting for Income Taxes
As part of the process of preparing our consolidated financial statements, we are required to
calculate our income tax expense based on taxable income by jurisdiction. There are many transactions
and calculations about which the ultimate tax outcome is uncertain; as a result, our calculations involve
estimates by management. Some of these uncertainties arise as a consequence of revenue-sharing, cost-
reimbursement and transfer pricing arrangements among related entities and the differing tax treatment
of revenue and cost items across various jurisdictions. If tax authorities compelled us to revise or to
account differently for our arrangements, that revision could affect our recorded tax liabilities.
The income tax accounting process also involves estimating our actual current tax liability, together
with assessing temporary differences resulting from differing treatment of items for tax and accounting
purposes. These differences result in deferred tax assets and liabilities, which are included within our
consolidated balance sheets. We must then assess the likelihood that our deferred tax assets will be
recovered from future taxable income and, to the extent we believe that it is more likely than not that all
or a portion of our deferred tax assets will not be realized, we must establish a valuation allowance as a
charge to income tax expense.
35
We have unrecognized tax benefits as of September 30, 2024 of $65.0 million. Although we believe
our tax estimates are appropriate, the final determination of tax audits and any related litigation could
result in favorable or unfavorable changes in our estimates. We believe it is reasonably possible that within
the next 12 months the amount of unrecognized tax benefits related to the resolution of multi-jurisdictional
tax positions could be reduced by up to $27.0 million as audits close and statutes of limitations expire.
As of September 30, 2024, we have a valuation allowance of $17.4 million against net deferred tax
assets in the U.S. and a valuation allowance of $4.4 million against net deferred tax assets in certain
foreign jurisdictions. The valuation allowance recorded in the U.S. relates to Massachusetts tax credit
carryforwards that we do not expect to realize a benefit from prior to expiration.
The valuation allowance recorded against net deferred tax assets of certain foreign jurisdictions is
established primarily for our capital loss carryforwards, the majority of which do not expire. However, there
are limitations imposed on the utilization of such capital losses that could further restrict the recognition of
any tax benefits. We will continue to reassess our valuation allowance requirements each financial
reporting period.
Prior to the passage of the U.S. Tax Act, we asserted that substantially all of the undistributed earnings
of our foreign subsidiaries were considered indefinitely invested and accordingly, no deferred taxes were
provided. Pursuant to the provisions of the U.S. Tax Act, these earnings were subjected to a one-time
transition tax and there is therefore no longer a material cumulative basis difference associated with the
undistributed earnings. We maintain our assertion to permanently reinvest these earnings outside the U.S.
unless repatriation can be done substantially tax-free, with the exception of our Taiwan subsidiary. If we
decide to repatriate any additional non-U.S. earnings in the future, we may be required to establish a
deferred tax liability on such earnings. The amount of unrecognized deferred tax liability on the
undistributed earnings would not be material.
In the normal course of business, PTC and its subsidiaries are examined by various taxing authorities,
including the Internal Revenue Service (IRS) in the U.S. We regularly assess the likelihood of additional
assessments by tax authorities and provide for these matters as appropriate. We are currently under audit
by tax authorities in several jurisdictions. Audits by tax authorities typically involve examination of the
deductibility of certain permanent items, transfer pricing, limitations on net operating losses and tax
credits. Although we believe our tax estimates are appropriate, the final determination of tax audits and
any related litigation could result in material changes in our estimates.
Valuation of Assets and Liabilities Acquired in Business Combinations
In accordance with business combination accounting, we allocate the purchase price of acquired
companies to the tangible and intangible assets acquired and liabilities assumed based on their
estimated fair values. Determining these fair values requires management to make significant estimates
and assumptions, especially with respect to intangible assets.
Our identifiable intangible assets acquired consist of purchased software, trademarks, customer lists
and contracts, and software support agreements and related relationships. Purchased software consists
of products that have reached technological feasibility and the combination of processes, inventions
and trade secrets related to the design and development of acquired products. Customer lists and
contracts and software support agreements and related relationships represent the underlying
relationships and agreements with customers of the acquired company’s installed base. We have
generally valued intangible assets using discounted cash flow models. Critical estimates in valuing certain
of the intangible assets include but are not limited to:
•
future expected revenues and costs related to software license sales, customer support
agreements, customer contracts and related customer relationships and acquired developed
technologies and trademarks and trade names; and
•
discount rates used to determine the present value of estimated future cash flows.
36
In addition, we estimate the useful lives of our intangible assets based upon the expected period
over which we anticipate generating economic benefits from the related intangible asset.
Net tangible assets consist of the fair values of tangible assets less the fair values of assumed liabilities
and obligations. Except for deferred revenues, net tangible assets were generally valued by us at the
respective carrying amounts recorded by the acquired company, if we believed that their carrying
values approximated their fair values at the acquisition date. Deferred revenue for acquisitions reflect the
amounts that would have been deferred as of the acquisition date in accordance with ASC 606.
In addition, uncertain tax positions and tax-related valuation allowances assumed in connection with
a business combination are initially estimated as of the acquisition date. We reevaluate these items
quarterly with any adjustments to our preliminary estimates being recorded to goodwill provided that we
are within the measurement period (up to one year from the acquisition date) and we continue to collect
information in order to determine their estimated values. Subsequent to the measurement period or our
final determination of the estimated value of uncertain tax positions or tax-related valuation allowances,
whichever comes first, changes to these uncertain tax positions and tax-related valuation allowances will
affect our provision for income taxes in our Consolidated Statements of Operations.
Our estimates of fair value are based upon assumptions believed to be reasonable at that time, but
which are inherently uncertain and unpredictable. Assumptions may be incomplete or inaccurate, and
unanticipated events and circumstances may occur, which may affect the accuracy or validity of such
assumptions, estimates or actual results.
When events or changes in circumstances indicate that the carrying value of a finite-lived intangible
asset may not be recoverable, we perform an assessment of the asset for potential impairment. This
assessment is based on projected undiscounted future cash flows over the asset’s remaining life. If the
carrying value of the asset exceeds its undiscounted cash flows, we record an impairment loss equal to
the excess of the carrying value over the fair value of the asset, determined using projected discounted
future cash flows of the asset.
Recent Accounting Pronouncements
In accordance with recently issued accounting pronouncements, we will be required to comply with
certain changes in accounting rules and regulations. Refer to Note 2. Summary of Significant Accounting
Policies, included in the Notes to Consolidated Financial Statements of this Annual Report, which is
incorporated herein by reference, for all recently issued accounting pronouncements, none of which are
expected to have a material effect.
Off-Balance Sheet Arrangements
We have not created, and are not party to, any special-purpose or off-balance sheet entities for the
purpose of raising capital, incurring debt or operating parts of our business that are not consolidated (to
the extent of our ownership interest therein) into our financial statements. We have not entered into any
transactions with unconsolidated entities whereby we have subordinated retained interests, derivative
instruments or other contingent arrangements that expose us to material continuing risks, contingent
liabilities, or any other obligation under a variable interest in an unconsolidated entity that provides
financing, liquidity, market risk or credit risk support to us.
37
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
We face exposure to financial market risks, including adverse movements in foreign currency
exchange rates and changes in interest rates. These exposures may change over time as business
practices evolve and could have a material adverse impact on our financial results.
Foreign currency exchange risk
Our earnings and cash flows are subject to fluctuations due to changes in foreign currency
exchange rates. Our most significant foreign currency exposures relate to Eurozone countries, Japan,
Sweden, Switzerland, China and India. We enter into foreign currency forward contracts to manage our
exposure to fluctuations in foreign exchange rates that arise from receivables and payables
denominated in foreign currencies. We do not enter into or hold foreign currency derivative financial
instruments for trading or speculative purposes.
Our non-U.S. revenues are generally transacted through our non-U.S. subsidiaries and typically are
denominated in their local currency. In addition, expenses that are incurred by our non-U.S. subsidiaries
typically are denominated in their local currency. Approximately 50% of our revenue and 35% of our
expenses were transacted in currencies other than the U.S. Dollar. Currency translation affects our
reported results because we report our results of operations in U.S. Dollars. Historically, our most significant
currency risk has been changes in the Euro and Japanese Yen relative to the U.S. Dollar. Based on current
revenue and expense levels (excluding restructuring charges and stock-based compensation), a $0.10
change in the USD to EUR exchange rate and a 10 Yen change in the Yen to USD exchange rate would
impact operating income by approximately $38 million and $6 million, respectively.
Our exposure to foreign currency exchange rate fluctuations arises in part from intercompany
transactions, with most intercompany transactions occurring between a U.S. Dollar functional currency
entity and a foreign currency denominated entity. Intercompany transactions typically are denominated
in the local currency of the non-U.S. Dollar functional currency subsidiary in order to centralize foreign
currency risk. Also, both PTC (the parent company) and our non-U.S. subsidiaries may transact business
with our customers and vendors in a currency other than their functional currency (transaction risk). In
addition, we are exposed to foreign exchange rate fluctuations as the financial results and balances of
our non-U.S. subsidiaries are translated into U.S. Dollars (translation risk). If sales to customers outside the
United States increase, our exposure to fluctuations in foreign currency exchange rates will increase.
Our foreign currency risk management strategy is principally designed to mitigate the future
potential financial impact of changes in the U.S. Dollar value of balances denominated in foreign
currency, resulting from changes in foreign currency exchange rates. Our foreign currency hedging
program uses forward contracts to manage the foreign currency exposures that exist as part of our
ongoing business operations. The contracts are primarily denominated in the Euro, Swiss Franc, and
Swedish Krona currencies, and have maturities of less than four months.
The majority of our foreign currency forward contracts are not designated as hedges for accounting
purposes, and changes in the fair value of these instruments are recognized immediately in earnings.
Because we enter into these derivative contracts only as an economic hedge, any gains or losses on the
underlying foreign-denominated balance are generally offset by the losses or gains on the derivative
contract. Gains and losses on these derivatives and foreign currency denominated receivables and
payables are included in Other income, net.
38
As of September 30, 2024 and 2023, we had outstanding forward contracts for derivatives not
designated as hedging instruments with notional amounts equivalent to the following:
September 30,
Currency Hedged (in thousands)
2024
2023
Euro / U.S. Dollar
$
781,398
$
383,227
British Pound / U.S. Dollar
24,810
6,058
Israeli Shekel / U.S. Dollar
12,535
11,852
Japanese Yen / U.S. Dollar
42,340
4,770
Swiss Franc / U.S. Dollar
74,939
32,766
Swedish Krona / U.S. Dollar
48,596
35,085
Chinese Renminbi / U.S. Dollar
32,124
16,660
New Taiwan Dollar / U.S. Dollar
16,368
11,855
All other
25,368
21,363
Total
$
1,058,478
$
523,636
Debt
In addition to the $1 billion due under our 2025 and 2028 Senior Notes, as of September 30, 2024, we
had $753 million outstanding under our credit facility. Loans under the credit facility bear interest at
variable rates which reset every 30 to 180 days depending on the rate and period selected by us. These
loans are subject to interest rate risk as interest rates will be adjusted at each rollover date to the extent
such amounts are not repaid. As of September 30, 2024, the weighted average annual rate on the credit
facility loans was 6.9%. Based on the borrowings outstanding and interest rates in effect as of September
30, 2024, a 100 basis point per annum change in interest rate applied over a one-year period would have
an $8 million impact on annual earnings and cash flows.
Cash and cash equivalents
As of September 30, 2024, cash equivalents were invested in highly liquid investments with maturities
of three months or less when purchased. We invest our cash with highly rated financial institutions in North
America, Europe and Asia Pacific and in diversified domestic and international money market mutual
funds. At September 30, 2024, we had cash and cash equivalents of $36 million in the United States, $127
million in Europe, $86 million in Asia Pacific (including India), and $17 million in other non-U.S. countries.
Given the short maturities and investment grade quality of the portfolio holdings at September 30, 2024, a
hypothetical 10% change in interest rates would not materially affect the fair value of our cash and cash
equivalents.
Our invested cash is subject to interest rate fluctuations and, for non-U.S. operations, foreign currency
exchange rate risk. In a declining interest rate environment, we would experience a decrease in interest
income. The opposite holds true in a rising interest rate environment. Over the past several years, the U.S.
Federal Reserve Board, European Central Bank and Bank of England have changed certain benchmark
interest rates, which has led to declines and increases in market interest rates. These changes in market
interest rates have resulted in fluctuations in interest income earned on our cash and cash equivalents.
Interest income will continue to fluctuate based on changes in market interest rates and levels of cash
available for investment. Changes in foreign currencies relative to the U.S. Dollar had a favorable impact
of $3.2 million and $2.9 million on our consolidated cash balances in FY'24 and FY'23, respectively. The
impact in FY'24 was due in particular to changes in the Brazilian Real, Swedish Krona, Chinese Renminbi,
and New Taiwan Dollar.
39
ITEM 8. Financial Statements and Supplementary Data
The consolidated financial statements and notes to the consolidated financial statements are
attached as APPENDIX A.
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management maintains disclosure controls and procedures as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are
designed to provide reasonable assurance that information required to be disclosed in our reports filed or
submitted under the Exchange Act is processed, recorded, summarized and reported within the time
periods specified in the SEC’s rules and forms, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer
(our principal executive officer and principal financial officer, respectively), as appropriate, to allow for
timely decisions regarding required disclosure.
We evaluated, under the supervision and with the participation of management, including our
principal executive and principal financial officers, the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on
this evaluation, we concluded that our disclosure controls and procedures were effective at the
reasonable assurance level as of September 30, 2024.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) of
the Exchange Act as a process designed by, or under the supervision of, our principal executive and
principal financial officers and effected by our board of directors, management and other personnel, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles
and 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 generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with authorizations of our
management and directors; and
•
Provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of our assets that could have a material effect on the financial
statements.
40
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
Our management assessed the effectiveness of our internal control over financial reporting as of
September 30, 2024 using the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment
and those criteria, our management concluded that, as of September 30, 2024, our internal control over
financial reporting was effective.
The effectiveness of our internal control over financial reporting as of September 30, 2024 has been
audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in
their report, which appears under Item 8.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarter
ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 9B. Other Information
Amendment to PTC By-Laws
On November 14, 2024, in connection with a periodic review of corporate governance matters and
certain recent changes to Securities and Exchange Commission rules and the Massachusetts Business
Corporation Act (the “MBCA”), the Board of Directors (the “Board”) of PTC approved and adopted an
amendment and restatement of the Company’s By-Laws (as so amended, the “Amended and Restated
By-Laws”), which became effective upon approval. The Amended and Restated By-Laws amend and
restate the By-Laws in their entirety to, among other things: (i) permit virtual only meetings of shareholders;
(ii) revise the advance notice provisions of the By-Laws to expand the informational and other
requirements for shareholder proponents and director nominees in connection with shareholder proposals
and shareholder director nominations; (iii) address matters relating to Rule 14a-19 under the Securities
Exchange Act of 1934, as amended; (iv) provide processes and procedures for shareholders seeking to
call a special meeting of shareholders and obligations and rights of the Board with respect to such
requests and the conduct of such meetings; (v) state how abstentions and broker non-votes are treated
with respect to the determination of whether a quorum of shareholders exists and of the number of shares
voting on a matter; (vi) provide that any shareholder soliciting proxies from other shareholders must use a
proxy card color other than white, with the white proxy card being reserved for the exclusive use by the
Board; (vii) provide that the Board may adopt such rules, regulations, and procedures as the Board may
deem appropriate for the conduct of any meeting of shareholders; (viii) clarify and confirm that the
Board, except as otherwise provided by law, and to the extent permitted by law, may limit its exercise of
the powers of the corporation pursuant to an agreement approved by the Board; (ix) provide that
removal of a director may occur only at a meeting called for the purpose of removing such director, the
meeting notice for which must state that the purpose or a purpose of the meeting is the removal of the
director; and (x) make various updates throughout to conform to the MBCA and to make ministerial
changes, clarifications, and other conforming revisions.
The foregoing description of the Amended and Restated By-Laws does not purport to be complete
and is qualified by reference to the full Amended and Restated By-Laws, a copy of which is filed as Exhibit
3.2 to this Form 10-K and incorporated herein by reference.
41
Director and Executive Officer Adoption, Modification or Termination of 10b5-1 Plans in Q4’24
Our Section 16 officers and directors may enter into plans or arrangements for the purchase or sale of
our securities that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the
Exchange Act. Such plans and arrangements must comply in all respects with our insider trading policies,
including our policy governing entry into and operation of 10b5-1 plans and arrangements.
During the quarter ended September 30, 2024, the following Section 16 officers adopted Rule 10b5-1
trading arrangements (as defined in Item 408 of Regulation S-K of the Exchange Act). All plans adopted
covered only sales of PTC common stock. No plans were modified or terminated.
Name and Title of Director or
Section 16 Officer
Date of Adoption,
Modification, or Termination
Duration of the Plan
Aggregate Number of Shares of Common
Stock that may be Sold under the Plan
Kristian Talvitie
Executive Vice President,
Chief Financial Officer
Adopted
August 2, 2024
Ends
February 2, 2025
15,050, plus all net vested shares issued
for the FY2024 Corporate Incentive Plan,
plus all net vested shares that vest on
November 15, 2024 under performance-
based RSU awards granted on
November 17, 2021, November 16, 2022,
and November 15, 2023(1)(2)
Catherine Kniker,
Executive Vice President,
Chief Strategy, Marketing,
and Sustainability Officer
Adopted
August 12, 2024
Ends
August 8, 2025
6,580, plus all net vested shares issued for
the FY2024 Corporate Incentive Plan, plus
15% of all net vested shares that vest on
November 15, 2024 under performance-
based RSU awards granted on
November 17, 2021, November 16, 2022,
and November 15, 2023, plus all shares
purchased under the 2016 Employee
Stock Purchase Plan for the offering
periods ending on January 31, 2025 and
July 31, 2025(1)(2(3)
Aaron von Staats
Executive Vice President,
General Counsel
Adopted
August 8, 2024
Ends
August 15, 2025
8,618, plus all net vested shares issued for
the FY2024 Corporate Incentive Plan, plus
10% of total shares that vest on
November 15, 2024 under performance-
based RSU awards granted on
November 17, 2021, November 16, 2022,
and November 15, 2023, plus 80% of all
net vested shares that vest on November
15, 2024 under performance-based RSU
awards granted on November 17, 2021,
November 16, 2022, and November 15,
2023(1)(2)
(1)
The total number of shares that would be issued for the FY2024 Corporate Incentive Plan could not be known when the plan
was adopted as the FY2024 performance period had not yet ended and attainment of the performance measure was not
known.
(2)
The total number of shares that would be earned and vested under the performance-based RSU awards for the FY2024
performance period could not be known when the plan was adopted as the FY2024 performance period had not yet ended
and attainment of the performance measures was not known.
(3)
The total number of shares that will be purchased under the 2016 Employee Stock Purchase Plan for the offering periods
ending January 31, 2025 and July 31, 2025 could not be known when the plan was adopted.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
42
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
The information required by this item not set forth below may be found under the headings
“Corporate Governance and the Board of Directors," “Insider Trading Policies and Procedures,” "Our
Executive Officers," “Delinquent Section 16(a) Reports,” and “Transactions with Related Persons”
appearing in our 2025 Proxy Statement. Such information is incorporated herein by reference.
Code of Ethics for Senior Executive Officers
We have adopted a Code of Ethics for Senior Executive Officers that applies to our President and
Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, as well as others. The Code
is embedded in our Code of Business Conduct and Ethics applicable to all employees. A copy of the
Code of Business Conduct and Ethics is publicly available on our website at www.ptc.com. If we make
any substantive amendments to, or grant any waiver from, including any implicit waiver, the Code of
Ethics for Senior Executive Officers to or for our President and Chief Executive Officer, Chief Financial
Officer or Chief Accounting Officer, we will disclose the nature of such amendment or waiver in a current
report on Form 8-K.
Changes to Shareholder Director Nomination Procedures
As described in Item 9B of this Annual Report, our By-Laws were amended and restated on
November 14, 2024 to, among other things, revise the advance notice provisions of the By-Laws to
expand the informational and other requirements for shareholder proponents and director nominees in
connection with shareholder director nominations. Those provisions are set forth in Section 2.3 of the
Amended and Restated By-Laws filed as Exhibit 3.2 to this Annual Report and incorporated herein by
reference.
ITEM 11. Executive Compensation
Information with respect to director and executive compensation may be found under the headings
“Director Compensation,” “Compensation Discussion and Analysis,” “Compensation Tables,”
“Compensation Committee Report,” and “Pay Ratio Disclosure” appearing in our 2025 Proxy Statement.
Such information is incorporated herein by reference.
43
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
Information about our common stock ownership may be found under the heading “Information
about PTC Common Stock Ownership” appearing in our 2025 Proxy Statement. Such information is
incorporated herein by reference.
EQUITY COMPENSATION PLAN INFORMATION
as of September 30, 2024
Plan Category
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
Weighted-average
exercise price
of outstanding
options, warrants
and rights
Number of securities
remaining available
for future issuance
under equity
compensation plans
Equity compensation plans approved by security holders:
2000 Equity Incentive Plan(1)
2,061,934
—
6,064,590
2016 Employee Stock Purchase Plan(2)
—
—
2,036,133
Total
2,061,934
—
8,100,723
(1)
All of the shares issuable upon vesting are restricted stock units, which have no exercise price.
(2)
This amount represents the total number of shares remaining available under the 2016 Employee Stock Purchase Plan, of which
90,333 shares are subject to purchase during the current offering period.
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
Information with respect to this item may be found under the headings “Independence of Our
Directors,” “Review of Transactions with Related Persons” and “Transactions with Related Persons”
appearing in our 2025 Proxy Statement. Such information is incorporated herein by reference.
ITEM 14. Principal Accounting Fees and Services
Information with respect to this item may be found under the headings “Engagement of
Independent Auditor and Approval of Professional Services and Fees” and “PricewaterhouseCoopers LLP
Professional Services and Fees” in our 2025 Proxy Statement. Such information is incorporated herein by
reference.
44
PART IV
ITEM 15. Exhibits and Financial Statement Schedules
(a) Documents Filed as Part of Form 10-K
1.
Financial Statements
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP,
Boston, MA, PCAOB ID: 238)
F-1
Consolidated Balance Sheets as of September 30, 2024 and 2023
F-4
Consolidated Statements of Operations for the years ended September 30, 2024, 2023 and
2022
F-5
Consolidated Statements of Comprehensive Income for the years ended September 30,
2024, 2023 and 2022
F-6
Consolidated Statements of Cash Flows for the years ended September 30, 2024, 2023 and
2022
F-7
Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2024,
2023 and 2022
F-8
Notes to Consolidated Financial Statements
F-9
2.
Financial Statement Schedules
Schedules have been omitted since they are either not required, not applicable, or the
information is otherwise included in the Financial Statements per Item 15(a)1 above.
3.
Exhibits
The list of exhibits in the Exhibit Index is incorporated herein by reference.
(b) Exhibits
We hereby file the exhibits listed in the attached Exhibit Index.
(c) Financial Statement Schedules
None.
ITEM 16. Form 10-K Summary
None.
45
EXHIBIT INDEX
Incorporated by Reference
Exhibit
Number Description
Filed
Herewith
Form
Filing Date
Exhibit
SEC File
No.
3.1
Restated Articles of Organization of PTC Inc.
10-K
November 23, 2015
3.1
0-18059
3.2
Amended and Restated By-Laws of PTC Inc.
X
4.1
Indenture, dated as of February 13, 2020, between PTC Inc.
and Wells Fargo Bank, National Association, as trustee
8-K
February 13, 2020
4.1
0-18059
4.2
Form of 3.625% senior unsecured notes due 2025
8-K
February 13, 2020
4.2
0-18059
4.3
Form of 4.000% senior unsecured notes due 2028
8-K
February 13, 2020
4.3
0-18059
4.4
Description of Securities Registered under Section 12 of the
Securities Exchange Act of 1934
10-K
November 18, 2019
4.4
0-18059
10.1*
2000 Equity Incentive Plan
8-K
February 21, 2023
10.1
0-18059
10.1-1*
Form of Restricted Stock Unit Certificate (Non-Employee
Director)
X
10.1-2*
Form of Restricted Stock Unit Certificate (U.S.)
10-K
November 18, 2016
10.1.11
0-18059
10.1-3*
Form of Restricted Stock Unit Certificate (U.S. EVP)
X
10.1-4*
Form of Restricted Stock Unit Certificate (U.S. Section 16)
X
10.1-5*
Form of Restricted Stock Unit Certificate (U.S.)
10-K
November 20, 2023
10.1.12
0-18059
10.1-6*
Form of Restricted Stock Unit Certificate (U.S. Section 16
and U.S. EVP)
10-K
November 20, 2023
10.1.13
0-18059
10.1-8*
Form of Restricted Stock Unit Certificate (Non-U.S.)
X
10.1-9*
Form of Restricted Stock Unit Certificate (Israel)
X
10.2*
2016 Employee Stock Purchase Plan
8-K
February 21, 2023
10.2
0-18059
10.3-1*
Executive Agreement by and between the Company and
James Heppelmann dated September 30, 2020
8-K
October 6, 2020
10.1
0-18059
10.3-2*
Amendment No. 1 to Executive Agreement by and
between the Company and James Heppelmann dated
February 16, 2023
8-K
February 21, 2023
10.3
0-18059
10.4-1*
Offer Letter dated July 24, 2023 by and between the
Company and Neil Barua
8-K
July 26, 2023
10.1
0-18059
10.4-2*
Executive Agreement between the Company and Neil
Barua dated July 24, 2023
8-K
July 26, 2023
10.2
0-18059
10.5*
Form of Executive Agreement dated November 16, 2023 by
and between PTC Inc. and each of Kristian Talvitie,
Catherine Kniker, and Aaron von Staats
10-K
November 20, 2023
10.5
0-18059
10.6*
Executive Agreement dated November 16, 2023 by and
between Michael DiTullio and PTC Inc.
10-K
November 20, 2023
10.6
0-18059
10.10
Office Lease Agreement dated as of September 7, 2017 by
and between PTC Inc. and SCD L2 Seaport Square LLC
8-K
September 7, 2017
10
0-18059
10.11
First Amendment to Lease dated as of October 5, 2017 by
and between PTC Inc. and SCD L2 Seaport Square LLC
8-K
November 29, 2017
10.23
0-18059
10.16
Fourth Amended and Restated Credit Agreement dated
January 3, 2023 by and among PTC, PTC (IFSC) Limited,
JPMorgan Chase Bank, N.A., as administrative agent, and
the Lenders named therein
8-K
January 3, 2023
4.4
0-18059
46
10.17
Amendment No. 1 dated October 1, 2024 to the Fourth
Amended and Restated Credit Agreement dated January
3, 2023 by and among PTC, PTC (IFSC) Limited, JPMorgan
Chase Bank, N.A., as administrative agent, and the Lenders
named therein
8-K
October 7, 2024
10.1
0-18059
19.1
Trading in Company Securities Policy
X
19.2
Rule 10b5-1 Plan Policy
X
21.1
Subsidiaries of PTC Inc.
X
23.1
Consent of PricewaterhouseCoopers LLP, an independent
registered public accounting firm
X
31.1
Certification of the Chief Executive Officer Pursuant to
Exchange Act Rules 13(a)-14(a) and 15d-14(a)
X
31.2
Certification of the Chief Financial Officer Pursuant to
Exchange Act Rules 13(a)-14(a) and 15d-14(a)
X
32**
Certification of Periodic Financial Report Pursuant to 18
U.S.C. Section 1350
X
97.1
Executive Compensation Recoupment Policy
X
101.INS
Inline XBRL Instance Document – the instance document
does not appear in the interactive data file because its
XBRL tags are embedded within the inline XBRL document
101.SCH
Inline XBRL Taxonomy Extension Schema with Embedded
Linkbase Documents
104
The cover page of the Annual Report on Form 10-K
formatted in Inline XBRL (included in Exhibit 101)
* Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of PTC
participates.
** Indicates that the exhibit is being furnished with this report and is not filed as a part of it.
47
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on the 14th day of November, 2024.
PTC Inc.
By:
/s/ NEIL BARUA
Neil Barua
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities indicated below, on the
14th day of November, 2024.
Signature
Title
(i) Principal Executive Officer:
/s/ NEIL BARUA
President and Chief Executive Officer
Neil Barua
(ii) Principal Financial Officer:
/s/ KRISTIAN TALVITIE
Executive Vice President and Chief Financial Officer
Kristian Talvitie
(iii) Principal Accounting Officer:
/s/ ALICE CHRISTENSON
Chief Accounting Officer
Alice Christenson
(iv) Board of Directors:
/s/ JANICE CHAFFIN
Chair of the Board
Janice Chaffin
/s/ NEIL BARUA
President and Chief Executive Officer
Neil Barua
/s/ MARK BENJAMIN
Director
Mark Benjamin
/s/ ROB BERNSHTEYN
Director
Rob Bernshteyn
/s/ AMAR HANSPAL
Director
Amar Hanspal
/s/ MICHAL KATZ
Director
Michal Katz
/s/ PAUL LACY
Director
Paul Lacy
/s/ CORINNA LATHAN
Director
Corinna Lathan
/s/ JANESH MOORJANI
Director
Janesh Moorjani
/s/ ROBERT SCHECHTER
Director
Robert Schechter
F-1
APPENDIX A
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of PTC Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of PTC Inc. and its subsidiaries (the
"Company") as of September 30, 2024 and 2023, and the related consolidated statements of operations,
of comprehensive income, of stockholders’ equity and of cash flows for each of the three years in the
period ended September 30, 2024, including the related notes (collectively referred to as the
"consolidated financial statements"). We also have audited the Company's internal control over financial
reporting as of September 30, 2024, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of the Company as of September 30, 2024 and 2023, and the results of its
operations and its cash flows for each of the three years in the period ended September 30, 2024 in
conformity with accounting principles generally accepted in the United States of America. Also in our
opinion, the Company maintained, in all material respects, effective internal control over financial
reporting as of September 30, 2024, based on criteria established in Internal Control - Integrated
Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining
effective internal control over financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting, included in Management’s Annual Report on Internal Control over
Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s
consolidated financial statements and on the Company's internal control over financial reporting based
on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in
accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities
and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that
we plan and perform the audits to obtain reasonable assurance about whether the consolidated
financial statements are free of material misstatement, whether due to error or fraud, and whether
effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of
material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also
included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal
control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our audits also included performing
such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
F-2
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles. A company’s internal
control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally
accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
F-3
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the
consolidated financial statements that was communicated or required to be communicated to the audit
committee and that (i) relates to accounts or disclosures that are material to the consolidated financial
statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter
below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
Revenue Recognition - Identification of Distinct Performance Obligations
As described in Note 2 to the consolidated financial statements, the Company’s sources of revenue
include: (1) subscriptions, (2) perpetual licenses, (3) support for perpetual licenses and (4) professional
services. Revenue is derived from the licensing of computer software products, cloud-based offerings,
and related support and professional services contracts. During the year ended September 30, 2024, the
Company recognized revenue from contracts with customers of $2,298 million. The Company’s contracts
with customers for subscriptions typically include commitments to transfer term-based, on-premises
software licenses bundled with support and/or cloud services. On-premises software is determined to be a
distinct performance obligation from support. As disclosed by management, significant judgment is used
in determining the performance obligations related to these bundled products and services. The
corresponding revenues are recognized as the related performance obligations are satisfied.
The principal considerations for our determination that performing procedures relating to revenue
recognition - identification of distinct performance obligations, is a critical audit matter are the (i)
significant judgment by management when identifying the distinct performance obligations, and (ii) a
high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit
evidence related to management’s identification of distinct performance obligations within contracts
with customers.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with
forming our overall opinion on the consolidated financial statements. These procedures included testing
the effectiveness of controls relating to the revenue recognition process, including controls over the
identification of distinct performance obligations. These procedures also included, among others (i)
evaluating the Company’s revenue recognition accounting policy and (ii) testing management’s
identification of distinct performance obligations in its contracts with customers by examining revenue
contracts on a sample basis and evaluating whether these performance obligations are satisfied at a
point in time or satisfied over time.
/s/ PricewaterhouseCoopers LLP
Boston, Massachusetts
November 14, 2024
We have served as the Company’s auditor since 1992.
F-4
PTC Inc.
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)
September 30,
2024
2023
ASSETS
Current assets:
Cash and cash equivalents
$
265,808
$
288,103
Accounts receivable, net of allowance for doubtful accounts of $1,180 and $429 at
September 30, 2024 and September 30, 2023, respectively
861,953
811,398
Prepaid expenses
102,931
96,016
Other current assets
68,013
81,849
Total current assets
1,298,705
1,277,366
Property and equipment, net
75,187
88,391
Goodwill
3,461,891
3,358,511
Acquired intangible assets, net
897,476
941,249
Deferred tax assets
159,404
123,319
Operating right-of-use lease assets
133,317
143,028
Other assets
357,562
356,978
Total assets
$
6,383,542
$
6,288,842
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable
$
24,198
$
43,480
Accrued expenses and other current liabilities
129,528
132,841
Accrued compensation and benefits
173,797
160,431
Accrued income taxes
39,978
14,919
Current portion of long-term debt
521,467
9,375
Deferred acquisition payments
—
620,040
Deferred revenue
754,039
665,362
Short-term lease obligations
24,186
24,737
Total current liabilities
1,667,193
1,671,185
Long-term debt
1,227,105
1,686,410
Deferred tax liabilities
32,216
29,508
Long-term deferred revenue
21,235
16,188
Long-term lease obligations
157,568
168,455
Other liabilities
63,827
39,806
Total liabilities
3,169,144
3,611,552
Commitments and contingencies (Note 10)
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000 shares authorized; none issued
—
—
Common stock, $0.01 par value; 500,000 shares authorized; 120,155 and 118,846
shares issued and outstanding at September 30, 2024 and September 30, 2023,
respectively
1,202
1,188
Additional paid-in capital
1,965,307
1,820,905
Retained earnings
1,349,610
973,277
Accumulated other comprehensive loss
(101,721)
(118,080)
Total stockholders’ equity
3,214,398
2,677,290
Total liabilities and stockholders’ equity
$
6,383,542
$
6,288,842
The accompanying notes are an integral part of these consolidated financial statements.
F-5
PTC Inc.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Year ended September 30,
2024
2023
2022
Revenue:
License
$
806,871
$
747,022
$
782,680
Support and cloud services
1,359,355
1,199,536
987,573
Total software revenue
2,166,226
1,946,558
1,770,253
Professional services
132,246
150,495
163,094
Total revenue
2,298,472
2,097,053
1,933,347
Cost of revenue:
Cost of license revenue
46,850
53,200
49,240
Cost of support and cloud services revenue
274,599
245,027
184,789
Total cost of software revenue
321,449
298,227
234,029
Cost of professional services revenue
123,367
142,779
151,951
Total cost of revenue
444,816
441,006
385,980
Gross margin
1,853,656
1,656,047
1,547,367
Operating expenses:
Sales and marketing
558,954
530,125
485,247
Research and development
433,047
394,370
338,822
General and administrative
232,377
233,516
204,732
Amortization of acquired intangible assets
42,018
40,022
34,970
Restructuring and other charges (credits), net
(802)
(460)
36,234
Total operating expenses
1,265,594
1,197,573
1,100,005
Operating income
588,062
458,474
447,362
Interest expense
(119,653)
(129,417)
(54,268)
Other income, net
553
3,509
4,004
Income before income taxes
468,962
332,566
397,098
Provision for income taxes
92,629
87,026
84,017
Net income
$
376,333
$
245,540
$
313,081
Earnings per share—Basic
$
3.14
$
2.07
$
2.67
Earnings per share—Diluted
$
3.12
$
2.06
$
2.65
Weighted-average shares outstanding—Basic
119,679
118,341
117,194
Weighted-average shares outstanding—Diluted
120,742
119,334
118,233
The accompanying notes are an integral part of these consolidated financial statements.
F-6
PTC Inc.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
Year ended September 30,
2024
2023
2022
Net income
$
376,333
$
245,540
$
313,081
Other comprehensive income (loss), net of tax:
Hedge gain (loss) arising during the period, net of tax of $5.3 million, $2.5
million, and $(5.8) million in 2024, 2023, and 2022, respectively
(16,315)
(7,516)
17,556
Foreign currency translation adjustment, net of tax of $0 for each period
36,465
45,692
(92,768)
Change in pension benefit, net of tax of $1.7 million, $1.3 million, and
$(7.1) million in 2024, 2023, and 2022, respectively
(3,791)
(2,798)
17,618
Other comprehensive income (loss)
16,359
35,378
(57,594)
Comprehensive income
$
392,692
$
280,918
$
255,487
The accompanying notes are an integral part of these consolidated financial statements.
F-7
PTC Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
Year ended September 30,
2024
2023
2022
Cash flows from operating activities:
Net income
$
376,333
$
245,540
$
313,081
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
108,119
104,760
87,694
Amortization of right-of-use lease assets
33,288
32,402
34,346
Stock-based compensation
223,461
206,459
174,863
Loss on investment
—
—
31,854
Gain on divestiture of business
—
—
(29,808)
Other non-cash items, net
(1,625)
(4,065)
(4,560)
Provision (benefit) from deferred income taxes
(39,040)
16,676
42,963
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable
(34,629)
(98,607)
(165,006)
Accounts payable and accrued expenses
(24,368)
15,918
6,957
Accrued compensation and benefits
8,404
7,845
(6,645)
Deferred revenue
81,399
56,572
57,586
Accrued income taxes
65,006
4,639
(15,329)
Other current assets and prepaid expenses
(16,137)
6,974
(40,643)
Operating lease liabilities
(13,245)
(1,929)
(13,610)
Other noncurrent assets and liabilities
(16,982)
17,677
(38,417)
Net cash provided by operating activities
749,984
610,861
435,326
Cash flows from investing activities:
Additions to property and equipment
(14,378)
(23,814)
(19,496)
Acquisitions of businesses, net of cash acquired
(93,457)
(828,271)
(282,943)
Proceeds from sale of investments
—
349
46,906
Purchases of investments
—
(5,823)
—
Purchase of intangible assets
(3,990)
(800)
(6,451)
Settlement of net investment hedges
(13,078)
(7,602)
24,857
Divestitures of businesses and assets, net
—
(154)
32,518
Other investing activities
89
—
3,408
Net cash used in investing activities
(124,814)
(866,115)
(201,201)
Cash flows from financing activities:
Borrowings under credit facility
1,084,845
1,540,000
264,000
Repayments of borrowings under credit facility and acquired debt
(1,038,921)
(1,197,000)
(355,000)
Repurchases of common stock
—
—
(125,000)
Proceeds from issuance of common stock
25,674
21,652
21,207
Payments of withholding taxes in connection with stock-based awards
(102,001)
(82,448)
(68,991)
Payments of principal for financing leases
(82)
(536)
(297)
Credit facility origination costs
—
(13,355)
—
Payment of deferred acquisition consideration
(620,040)
—
—
Other financing activity
(200)
—
—
Net cash provided by (used in) financing activities
(650,725)
268,313
(264,081)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash
3,223
2,851
(24,203)
Net change in cash, cash equivalents, and restricted cash
(22,332)
15,910
(54,159)
Cash, cash equivalents, and restricted cash, beginning of period
288,798
272,888
327,047
Cash, cash equivalents, and restricted cash, end of period
$
266,466
$
288,798
$
272,888
The accompanying notes are an integral part of these consolidated financial statements.
F-8
PTC Inc.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands)
Common Stock
Additional
Accumulated
Other
Total
Shares
Amount
Paid-In
Capital
Retained
Earnings
Comprehensive
Loss
Stockholders’
Equity
Balance as of September 30, 2021
117,163
$
1,172
$1,718,504
$
414,656
$
(95,864)
$
2,038,468
Common stock issued for employee stock-based awards
1,737
18
(18)
—
—
—
Shares surrendered by employees to pay taxes related to
stock-based awards
(597)
(6)
(68,985)
—
—
(68,991)
Common stock issued for employee stock purchase plan
215
2
21,205
—
—
21,207
Compensation expense from stock-based awards
—
—
174,863
—
—
174,863
Net income
—
—
—
313,081
—
313,081
Repurchases of common stock
(1,046)
(11)
(124,989)
—
—
(125,000)
Gain on net investment hedges, net of tax
—
—
—
—
17,556
17,556
Foreign currency translation adjustment
—
—
—
—
(92,768)
(92,768)
Change in defined benefit pension items, net of tax
—
—
—
—
17,618
17,618
Balance as of September 30, 2022
117,472
$
1,175
$1,720,580
$
727,737
$
(153,458)
$
2,296,034
Common stock issued for employee stock-based awards
1,798
18
(18)
—
—
—
Shares surrendered by employees to pay taxes related to
stock-based awards
(620)
(7)
(82,761)
—
—
(82,768)
Common stock issued for employee stock purchase plan
196
2
21,650
—
—
21,652
Compensation expense from stock-based awards
—
—
161,454
—
—
161,454
Net income
—
—
—
245,540
—
245,540
Loss on net investment hedges, net of tax
—
—
—
—
(7,516)
(7,516)
Foreign currency translation adjustment
—
—
—
—
45,692
45,692
Change in defined benefit pension items, net of tax
—
—
—
—
(2,798)
(2,798)
Balance as of September 30, 2023
118,846
$
1,188
$1,820,905
$
973,277
$
(118,080)
$
2,677,290
Common stock issued for employee stock-based awards
1,733
18
(18)
—
—
—
Shares surrendered by employees to pay taxes related to
stock-based awards
(612)
(6)
(101,918)
—
—
(101,924)
Common stock issued for employee stock purchase plan
188
2
25,672
—
—
25,674
Compensation expense from stock-based awards
—
—
220,666
—
—
220,666
Net income
—
—
—
376,333
—
376,333
Loss on net investment hedges, net of tax
—
—
—
—
(16,315)
(16,315)
Foreign currency translation adjustment
—
—
—
—
36,465
36,465
Change in defined benefit pension items, net of tax
—
—
—
—
(3,791)
(3,791)
Balance as of September 30, 2024
120,155
$
1,202
$1,965,307
$1,349,610
$
(101,721)
$
3,214,398
The accompanying notes are an integral part of these consolidated financial statements.
F-9
PTC Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Description of Business and Basis of Presentation
Business
PTC Inc. was incorporated in 1985 and is headquartered in Boston, Massachusetts. PTC is a global
software company that provides a portfolio of innovative digital solutions that work together to transform
how physical products are engineered, manufactured, and serviced.
Basis of Presentation
Our fiscal year-end is September 30. The consolidated financial statements include PTC Inc. (the
parent company) and its wholly-owned subsidiaries, including those operating outside the United States.
All intercompany balances and transactions have been eliminated in the consolidated financial
statements.
We prepare our financial statements under generally accepted accounting principles in the United
States that require management to make estimates and assumptions that affect the amounts reported
and the related disclosures. Actual results could differ from these estimates.
2. Summary of Significant Accounting Policies
Foreign Currency Translation
For our non-U.S. operations where the functional currency is the local currency, we translate assets
and liabilities at exchange rates in effect at the balance sheet date and record translation adjustments in
stockholders’ equity. For our non-U.S. operations where the U.S. Dollar is the functional currency, we
remeasure monetary assets and liabilities using exchange rates in effect at the balance sheet date and
non-monetary assets and liabilities at historical rates and record resulting exchange gains or losses in
Other income, net in the Consolidated Statements of Operations. We translate income statement
amounts at average rates for the period. Transaction gains and losses are recorded in Other income, net
in the Consolidated Statements of Operations.
Revenue Recognition
Nature of Products and Services
Our sources of revenue include: (1) subscriptions, (2) perpetual licenses, (3) support for perpetual
licenses and (4) professional services. Subscriptions include term-based on-premises licenses and related
support, Software-as-a-Service (SaaS), and hosting services. Revenue is derived from the licensing of
computer software products, cloud-based offerings, and related support and professional services
contracts. In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized
when a customer obtains control of promised products or services. The amount of revenue recognized
reflects the consideration that we expect to be entitled to receive in exchange for these products or
services. To achieve the core principle of this standard, we apply the following five steps:
(1) identify the contract with the customer,
(2) identify the performance obligations in the contract,
(3) determine the transaction price,
(4) allocate the transaction price to performance obligations in the contract, and
(5) recognize revenue when or as we satisfy a performance obligation.
F-10
We enter into contracts that include combinations of licenses, support, cloud-based offerings, and
professional services, each of which are accounted for as separate performance obligations with
differing revenue recognition patterns referenced below.
Performance Obligation
When Performance Obligation is Typically Satisfied
Term-based subscriptions
On-premises software licenses
Point in Time: Upon the later of when the software is made available or the
subscription term commences
Support and cloud-based offerings (including
SaaS)
Over Time: Ratably over the contractual term; commencing upon the later of
when the software is made available or the subscription term commences
Perpetual software licenses
Point in Time: When the software is made available
Support for perpetual software licenses
Over Time: Ratably over the contractual term
Professional services
Over Time: As services are provided
Judgments and Estimates
Our contracts with customers for subscriptions typically include commitments to transfer term-based,
on-premises software licenses bundled with support and/or cloud services. Significant judgment is used in
determining the performance obligations related to these bundled products and services. On-premises
software is determined to be a distinct performance obligation from support which is sold for the same
term of the subscription. For subscription arrangements which include cloud services and on-premises
licenses, we assess whether the cloud component is highly interrelated with the on-premises term-based
software licenses. Other than a limited population of subscriptions, the cloud component is not currently
deemed to be interrelated with the on-premises term software and, as a result, cloud services are
accounted for as a distinct performance obligation from the software and support components of the
subscription.
Judgment is required to allocate the transaction price to each performance obligation. We use the
estimated standalone selling price method to allocate the transaction price for items that are not sold
separately. The estimated standalone selling price is determined using all information reasonably
available to us, including market conditions and other observable inputs. The corresponding revenues are
recognized as the related performance obligations are satisfied. Where subscriptions include on-premises
software and support only, we determined that approximately 55% of the estimated standalone selling
price for subscriptions is attributable to software licenses and approximately 45% is attributable to support
for those licenses. Some of our subscription offerings include a combination of on-premises and cloud-
based technology. In such cases, the cloud-based technology is generally considered distinct and
receives an allocation of approximately 5% to 50% of the estimated standalone selling price of the
subscription. The amounts allocated to cloud are based on assessment of the relative value of the cloud
functionality in the subscription, with the remaining amounts allocated between software and support.
Our multi-year, non-cancellable subscription contracts provide customers with an annual right to
exchange software within the subscription with other software. Although the exchange right is limited to
software products within a similar product grouping, the exchange right is not limited to products with
substantially similar features and functionality as those originally delivered. We determined that, for on-
premises licenses, this right to exchange previously delivered software for different software represents
variable consideration to be accounted for as a liability. We have identified a standard portfolio of
contracts with common characteristics and applied the expected value method of determining variable
consideration associated with this right. Additionally, in isolated situations that are outside of the standard
portfolio of contracts due to contract size, longer contract duration, or other unique contractual terms,
we use the most likely amount method to determine the amount of variable consideration. In both
circumstances, the variable consideration included in the transaction price is constrained to the extent it
is probable that a significant reversal in the amount of cumulative revenue recognized will not occur
when the uncertainty associated with the variable consideration is subsequently resolved. As of
September 30, 2024 and 2023, the total liability was $26.0 million and $23.7 million, respectively, primarily
associated with the annual right to exchange on-premises subscription software.
F-11
Practical Expedients
We have elected certain practical expedients associated with our revenue recognition policy. We
do not account for significant financing components if the period between revenue recognition and
when the customer pays for the products or services is one year or less. Additionally, we recognize
revenue equal to the amount we have a right to invoice when the amount corresponds directly with the
value to the customer of our performance to date. Finally, revenue is recognized net of any taxes
collected from customers that are subsequently remitted to governmental authorities.
Cash Equivalents
Our cash equivalents are invested in money market accounts and time deposits of financial
institutions. We have established guidelines relative to credit ratings, diversification and maturities that are
intended to maintain safety and liquidity. Cash equivalents include highly liquid investments with original
maturity periods of three months or less when purchased.
Equity Securities
In 2022, we sold shares of a common stock investment in Matterport for a total of $42.7 million. The
aggregate realized gain from the original investment of $8.7 million was $34.0 million, including cumulative
recognized gains prior to 2022, partially offset by a recognized loss of $34.8 million in 2022. The loss in 2022
was recognized in Other income, net in the Consolidated Statements of Operations. As of and
subsequent to September 30, 2022, PTC held no shares in Matterport.
Concentration of Credit Risk and Fair Value of Financial Instruments
The amounts reflected in the Consolidated Balance Sheets for Cash and cash equivalents, Accounts
receivable and Accounts payable approximate their fair value due to their short maturities. Financial
instruments that potentially subject us to concentration of credit risk consist primarily of investments, trade
accounts receivable and foreign currency derivative instruments. Our cash, cash equivalents, and foreign
currency derivatives are placed with financial institutions with high credit standings. Our credit risk for
derivatives is also mitigated due to the short-term nature of the contracts. Our customer base consists of
many geographically diverse customers dispersed across many industries. No individual customer
comprised more than 10% of our trade accounts receivable as of September 30, 2024 or 2023 or more
than 10% of our revenue for the years ended September 30, 2024, 2023 or 2022.
Fair Value Measurements
Fair value is defined as the price that would be received from the sale of an asset or paid to transfer
a liability in the principal or most advantageous market for the asset or liability in an orderly transaction
between market participants on the measurement date. When determining the fair value measurements
for assets and liabilities required to be recorded at fair value, we consider assumptions that market
participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk
of nonperformance.
The valuation hierarchy for disclosure of assets and liabilities reported at fair value prioritizes the inputs
for such valuations into three broad levels:
•
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
•
Level 2: quoted prices for similar assets and liabilities in active markets or inputs that are
observable for the asset or liability, either directly or indirectly through market corroboration, for
substantially the full term of the financial instrument; or
•
Level 3: unobservable inputs that are supported by little or no market activity and that are
significant to the fair value of the assets or liabilities.
F-12
A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input
that is significant to the fair value measurement. The hierarchy requires us to maximize the use of
observable inputs and minimize the use of unobservable inputs when measuring fair value.
Allowance for Doubtful Accounts
We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our
customers to make required payments. In determining the adequacy of the allowance for doubtful
accounts, we analyze specific individual accounts receivable, historical bad debts, customer
concentrations, customer credit-worthiness, current economic conditions, and accounts receivable
aging trends.
Derivatives
Generally accepted accounting principles require all derivatives, whether designated in a hedging
relationship or not, to be recorded on the balance sheet at fair value. Our earnings and cash flows are
subject to fluctuations due to changes in foreign currency exchange rates. Our most significant foreign
currency exposures relate to Eurozone countries, Japan, Sweden, Switzerland, China and India. Our
foreign currency risk management strategy is principally designed to mitigate the future potential
financial impact of changes in the U.S. Dollar value of anticipated transactions and balances
denominated in foreign currencies resulting from changes in foreign currency exchange rates. We enter
into derivative transactions, specifically foreign currency forward contracts and options, to manage our
exposure to foreign currency exchange risk to reduce earnings volatility. We do not enter into derivative
transactions for trading or speculative purposes. For a description of our non-designated hedge and net
investment hedge activity see Note 16. Derivative Financial Instruments.
Non-Designated Hedges
We hedge our net foreign currency monetary assets and liabilities primarily resulting from foreign
currency denominated receivables and payables with foreign exchange forward contracts to reduce
the risk that our earnings and cash flows will be adversely affected by changes in foreign currency
exchange rates. These contracts have maturities of up to approximately four months. Generally, we do
not designate these foreign currency forward contracts as hedges for accounting purposes and changes
in the fair value of these instruments are recognized immediately in earnings. Because we enter into
forward contracts only as an economic hedge, any gains or losses on the underlying foreign-
denominated balance are generally offset by the losses or gains on the forward contract. Gains and
losses on forward contracts and foreign denominated receivables and payables are included in Other
income, net.
In 2023, we hedged our forecasted U.S. Dollar cash flows with foreign exchange options to reduce
the risk that they would be adversely affected by changes in Euro or Japanese Yen exchange rates. We
did not hold any foreign currency option contracts as of September 30, 2023 or 2024. We did not
designate these foreign currency options as hedges for accounting purposes and changes in the fair
value of these instruments were recognized immediately in earnings. Because we entered into options as
an economic hedge, currency impacts on the Euro or Japanese Yen-denominated operations as
compared to the forecasted plan rate may have been partially offset by gains on the options. Gains and
losses on foreign exchange options were included in Other income, net.
F-13
Net Investment Hedges
We translate balance sheet accounts of subsidiaries with foreign functional currencies into the U.S.
Dollar using the exchange rate at each balance sheet date. Resulting translation adjustments are
reported as a component of Accumulated other comprehensive loss on the Consolidated Balance
Sheets. We designate certain foreign exchange forward contracts as net investment hedges against
exposure on translation of balance sheet accounts of Euro and Japanese Yen functional subsidiaries. Net
investment hedges partially offset the impact of Foreign currency translation adjustment recorded in
Accumulated other comprehensive loss on the Consolidated Balance Sheets. All foreign exchange
forward contracts are carried at fair value on the Consolidated Balance Sheets and the maximum
duration of net investment hedge foreign exchange forward contracts is approximately three months.
Net investment hedge relationships are designated at inception, and effectiveness is assessed
retrospectively on a quarterly basis using the net equity position of Euro and Japanese Yen functional
subsidiaries. As the forward contracts are highly effective in offsetting exchange rate exposure, we record
changes in these net investment hedges in Accumulated other comprehensive loss and subsequently
upon contract maturity reclassify them to Foreign currency translation adjustment in Accumulated other
comprehensive loss. Changes in the fair value of foreign exchange forward contracts due to changes in
time value are excluded from the assessment of effectiveness. Our derivatives are not subject to any
credit contingent features. We manage credit risk with counterparties by trading among several
counterparties, and we review our counterparties’ credit at least quarterly.
Leases
We determine if an arrangement is a lease at inception. Operating leases are included in Operating
right-of-use lease assets, Short-term lease obligations, and Long-term lease obligations on our
Consolidated Balance Sheets. Our operating leases are primarily for office space, automobiles, servers,
and office equipment. We made an election not to separate lease components from non-lease
components for office space, servers and office equipment. We combine fixed payments for non-lease
components with lease payments and account for them together as a single lease component which
increases the amount of our lease assets and liabilities. Finance leases are included in Property and
equipment, Accrued expenses and other current liabilities, and Other liabilities on our Consolidated
Balance Sheets.
Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities
represent our obligation to make lease payments arising from the leases. Right-of-use assets and liabilities
are recognized at the lease commencement date based on the present value of lease payments over
the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental
borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term as
that of the lease payments at the commencement date. The right-of-use assets include any lease
payments made and exclude lease incentives received. Operating lease expense is recognized on a
straight-line basis over the lease term.
Our lease terms include periods under options to extend or terminate the lease when it is reasonably
certain that we will exercise that option. We generally use the base non-cancellable lease term when
determining the lease assets and liabilities.
Certain lease agreements contain variable payments, which are expensed as incurred and not
included in the lease assets and liabilities. These variable payments include insurance, taxes, index-based
payment adjustments, and payments for maintenance and utilities.
Our operating leases expire at various dates through 2037.
F-14
Property and Equipment
Property and equipment are recorded at cost and depreciated using the straight-line method over
their estimated useful lives. Computer hardware and software are typically amortized over three to five
years, and furniture and fixtures over three to twelve years. Leasehold improvements are amortized over
the shorter of their useful lives or the remaining terms of the related leases. Maintenance and repairs are
charged to expense when incurred; additions and improvements are capitalized. When an item is sold or
retired, the cost and related accumulated depreciation is relieved, and the resulting gain or loss, if any, is
recognized in income.
Software Development Costs
We incur costs to develop computer software to be licensed or otherwise marketed to customers.
Our research and development expenses consist principally of salaries and benefits, costs of computer
software and equipment, and facility expenses. Research and development costs are expensed as
incurred, except for costs of internally developed or externally purchased software that qualify for
capitalization. Development costs for software to be sold externally incurred subsequent to the
establishment of technological feasibility, but prior to the general release of the product, are capitalized
and, upon general release, are amortized using the greater of either the straight-line method over the
expected life of the related products or based upon the pattern in which economic benefits related to
such assets are realized. The straight-line method is used if it approximates the same amount of expense
as that calculated using the ratio that current period gross product revenues bear to total anticipated
gross product revenues. No internal development costs for software to be sold externally were capitalized
in 2024, 2023 or 2022. We purchased software of $4.1 million, $1.0 million, and $6.0 million in 2024, 2023,
and 2022, respectively. Additionally, we acquired capitalized software through business combinations (for
further detail, see Note 6. Acquisitions and Disposition of Businesses). These assets are included in Acquired
intangible assets, net in the accompanying Consolidated Balance Sheets.
Business Combinations
We allocate the purchase price of acquisitions to the tangible and intangible assets acquired and
liabilities assumed based on their estimated fair value. Goodwill is measured as the excess of the
purchase price over the value of net identifiable assets acquired. While best estimates and assumptions
are used to accurately value assets acquired and liabilities assumed at the acquisition date as well as
contingent consideration, where applicable, our estimates are inherently uncertain and subject to
refinement. Any adjustments to estimated fair value are recorded to goodwill, provided that we are
within the measurement period (up to one year from the acquisition date) and that we continue to
collect information to determine estimated fair value. Subsequent to the measurement period or our final
determination of estimated fair value, whichever comes first, adjustments are recorded in the
Consolidated Statements of Operations.
Segments
We operate as a single operating and reportable segment. Operating segments are defined as
components of an enterprise about which separate financial information is evaluated regularly by the
chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing
performance. Our CODM is our Chief Executive Officer.
Goodwill, Acquired Intangible Assets and Long-lived Assets
Goodwill is the amount by which the purchase price in a business acquisition exceeds the fair value
of net identifiable assets on the date of purchase.
Goodwill is evaluated for impairment annually as of the end of the third quarter, or more frequently if
events or changes in circumstances indicate that the asset might be impaired. Factors we consider
important, on an overall company basis and segment basis, when applicable, that could trigger an
impairment review include significant under-performance relative to historical or projected future
F-15
operating results, significant changes in our use of the acquired assets or the strategy for our overall
business, significant negative industry or economic trends, a significant decline in our stock price for a
sustained period and a reduction of our market capitalization relative to net book value.
Our annual goodwill impairment test is based on either a quantitative or qualitative assessment. A
quantitative assessment compares the fair value of the reporting unit to its carrying value. If the reporting
unit’s carrying value exceeds its fair value, we record an impairment loss equal to the difference between
the carrying value of goodwill and its estimated fair value. We estimate the fair values of our reporting unit
using discounted cash flow valuation models. Those models require estimates of future revenues, profits,
capital expenditures, working capital, terminal values based on revenue multiples, and discount rates for
the reporting unit. We estimate these amounts by evaluating historical trends; current budgets and
operating plans; and industry data. A qualitative assessment is designed to determine whether we
believe it is more likely than not that the fair value of our reporting unit exceeds its carrying value. A
qualitative assessment includes a review of qualitative factors, including company-specific (financial
performance and long-range plans), industry, and macroeconomic factors, and a consideration of the
fair value of the reporting unit at the last valuation date.
During the third fiscal quarter of 2024, we completed our annual impairment test of goodwill, which
was based on a qualitative assessment, and concluded that there was no impairment. Through
September 30, 2024, there were no events or changes in circumstances that indicated that the carrying
values of goodwill or acquired intangible assets may not be recoverable.
Long-lived assets primarily include property and equipment, right-of-use lease assets, and acquired
intangible assets with finite lives (including purchased software, customer lists and trademarks). Purchased
software is amortized over periods up to 16 years, customer lists are amortized over periods up to 20 years
and trademarks are amortized over periods up to 15 years. We review long-lived assets for impairment
when events or changes in business circumstances indicate that the carrying amount of the assets may
not be fully recoverable or that the useful lives of those assets are no longer appropriate. There were no
such events or changes in business circumstances in 2024. An impairment test is based on a comparison
of the undiscounted cash flows to the recorded value of the asset or asset group. If impairment is
indicated, the asset is written down to its estimated fair value based on a discounted cash flow analysis.
Advertising Expenses
Advertising costs are expensed as incurred. Total advertising expenses incurred were $15.0 million,
$11.7 million and $8.6 million in 2024, 2023 and 2022, respectively, and are included in Sales and marketing
expenses in the accompanying Consolidated Statements of Operations.
Income Taxes
Our income tax expense includes U.S. and international income taxes. Certain items of income and
expense are not reported in tax returns and financial statements in the same year. The tax effects of these
differences are reported as deferred tax assets and liabilities. Deferred tax assets are recognized for the
estimated future tax effects of deductible temporary differences and tax operating loss and credit
carryforwards. Changes in deferred tax assets and liabilities are recorded in the provision for income
taxes. We assess the likelihood that our deferred tax assets will be recovered from future taxable income
and, to the extent we believe that it is more likely than not that all or a portion of deferred tax assets will
not be realized, we establish a valuation allowance. To the extent we establish a valuation allowance or
increase this allowance in a period, we include an expense within Provision for income taxes in the
Consolidated Statements of Operations.
Comprehensive Income
Comprehensive income consists of Net income and Other comprehensive income (loss), which
includes foreign currency translation adjustments, changes in unrecognized actuarial gains and losses
(net of tax) related to pension benefits, unrealized gains and losses on hedging instruments and
unrealized gains and losses on marketable securities. We do not record tax provisions or benefits for the
F-16
net changes in the foreign currency translation adjustment, as we intend to reinvest permanently
undistributed earnings of our foreign subsidiaries. Accumulated other comprehensive loss is reported as a
component of Stockholders’ equity and comprised the following as of September 30, 2024: cumulative
translation adjustment losses of $78.1 million, unrecognized actuarial losses related to pension benefits of
$15.2 million ($10.5 million net of tax), and accumulated net losses from net investment hedges of $14.8
million ($13.1 million net of tax). As of September 30, 2023, Accumulated other comprehensive loss
comprised the following: cumulative translation adjustment losses of $114.5 million, unrecognized
actuarial losses related to pension benefits of $9.6 million ($6.7 million net of tax), and accumulated net
gains from net investment hedges of $6.9 million ($3.1 million net of tax).
Earnings per Share (EPS)
Basic EPS is calculated by dividing net income by the weighted average number of shares
outstanding during the period. Diluted EPS is calculated by dividing net income by the weighted average
number of shares outstanding plus the dilutive effect, if any, of outstanding stock options, restricted shares
and restricted stock units using the treasury stock method. The calculation of the dilutive effect of
outstanding equity awards under the treasury stock method includes consideration of proceeds from the
assumed exercise of stock options, unrecognized compensation expense and any tax benefits as
additional proceeds. Anti-dilutive shares excluded from the calculations of diluted EPS were immaterial in
the years ended September 30, 2024, 2023, and 2022.
The following table presents the calculation for both basic and diluted EPS:
(in thousands, except per share data)
Year ended September 30,
2024
2023
2022
Net income
$
376,333
$
245,540
$
313,081
Weighted average shares outstanding
119,679
118,341
117,194
Dilutive effect of employee stock options, restricted shares and restricted
stock units
1,063
993
1,039
Diluted weighted average shares outstanding
120,742
119,334
118,233
Earnings per share—Basic
$
3.14
$
2.07
$
2.67
Earnings per share—Diluted
$
3.12
$
2.06
$
2.65
Stock-Based Compensation
We measure the compensation cost of employee services received in exchange for an award of
equity based on the grant-date fair value of the award. That cost is recognized over the period during
which an employee is required to provide service in exchange for the award. See Note 12. Equity
Incentive Plans for a description of the types of equity awards granted, the compensation expense
related to such awards and detail of such awards outstanding. See Note 8. Income Taxes for detail of the
tax benefit related to stock-based compensation recognized in the Consolidated Statements of
Operations.
F-17
Pending Accounting Pronouncements
Disaggregation of Income Statement Expenses
In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive
Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement
Expenses. The ASU will be effective for us in the second quarter of 2028, ending March 31, 2028. We are still
evaluating the impact of this new guidance on our consolidated financial statements, but we expect the
adoption to result in disclosure changes only.
Improvements to Income Tax Disclosures
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income
Tax Disclosures. The ASU will be effective for us in 2026. We expect the adoption to result in disclosure
changes only.
Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures. The ASU will be effective for us in 2025. We expect the adoption to result
in disclosure changes only.
3. Revenue from Contracts with Customers
Receivables, Contract Assets, and Contract Liabilities
(in thousands)
September 30,
2024
2023
Short-term and long-term receivables
$
1,062,052
$
997,490
Contract asset
$
14,410
$
16,465
Deferred revenue
$
775,274
$
681,550
As of September 30, 2024, $14.4 million of our contract assets are expected to be transferred to
receivables within the next 12 months and therefore are included in Other current assets. As of September
30, 2023, $16.1 million of our contract asset balance was included in Other current assets with the
remainder included in Other assets.
Approximately $12.3 million of the September 30, 2023 contract asset balance was transferred to
receivables during the year ended September 30, 2024 as a result of the right to payment becoming
unconditional. Additions to contract asset of approximately $10.2 million primarily related to revenue
recognized in the period, net of billings. There were no impairments of contract assets in the year ended
September 30, 2024.
During the year ended September 30, 2024, we recognized $645.5 million of revenue that was
included in deferred revenue as of September 30, 2023. There were additional deferrals of $738.2 million,
primarily related to new billings. For subscription contracts, we generally invoice customers annually.
F-18
Costs to Obtain or Fulfill a Contract
We recognize an asset for the incremental costs of obtaining a contract with a customer if the
benefit of those costs is expected to be longer than one year. These deferred costs (primarily
commissions) are amortized proportionately related to revenue over 5 years, which is generally longer
than the term of the initial contract because of anticipated renewals as commissions for renewals are not
commensurate with commissions related to our initial contracts. As of September 30, 2024 and September
30, 2023, deferred costs of $42.5 million and $41.8 million, respectively, were included in Other current
assets and $76.4 million and $78.7 million, respectively, were included in Other assets. Amortization
expense related to costs to obtain a contract with a customer was $52.0 million, $53.4 million, and $50.9
million in the years ended September 30, 2024, 2023, and 2022, respectively. There were no substantial
impairments of the contract cost asset in the years ended September 30, 2024 and 2023.
Remaining Performance Obligations
Our contracts with customers include transaction price amounts allocated to performance
obligations that will be satisfied and recognized as revenue at a later date. As of September 30, 2024, the
transaction price amounts include additional performance obligations of $775.3 million recorded in
deferred revenue and $1,494.0 million that are not yet recorded in the Consolidated Balance Sheets. Of
the total $2,269.3 million, we expect to recognize approximately 57% over the next 12 months, 25% over
the next 13 to 24 months, and the remaining amount thereafter.
Disaggregation of Revenue
(in thousands)
Year ended September 30,
2024
2023
2022
Recurring revenue(1)
$
2,134,030
$
1,907,918
$
1,736,188
Perpetual license
32,196
38,640
34,065
Professional services
132,246
150,495
163,094
Total revenue
$
2,298,472
$
2,097,053
$
1,933,347
(1)
Recurring revenue is comprised of on-premises subscription, perpetual support, SaaS, and hosting services revenue.
We report revenue by the following two product groups:
(in thousands)
Year ended September 30,
2024
2023
2022
Product lifecycle management (PLM)
$
1,459,078
$
1,330,316
$
1,137,016
Computer-aided design (CAD)
839,394
766,737
796,331
Total revenue
$
2,298,472
$
2,097,053
$
1,933,347
We license products to customers worldwide. Our sales and marketing operations outside the United
States are conducted principally through our international sales subsidiaries throughout Europe and the
Asia Pacific region. Our international revenue is presented based on the location of our customer.
Revenue for the geographic regions in which we operate is presented below.
(in thousands)
Year ended September 30,
2024
2023
2022
Americas(1)
$
1,087,929
$
1,023,273
$
895,095
Europe(2)
859,387
753,796
714,216
Asia Pacific
351,156
319,984
324,036
Total revenue
$
2,298,472
$
2,097,053
$
1,933,347
(1)
Includes revenue in the United States totaling $1,057.3 million, $993.8 million, and $864.7 million for 2024, 2023 and 2022,
respectively.
(2)
Includes revenue in Germany totaling $330.5 million, $292.0 million, and $318.5 million for 2024, 2023 and 2022, respectively.
F-19
4. Restructuring and Other Charges (Credits), Net
Restructuring and other charges (credits), net includes restructuring charges (credits) and impairment
and accretion expense charges related to the lease assets of exited facilities.
Restructuring and other charges (credits), net and related payments were immaterial in 2024 and
2023 and the balances of restructuring accruals were immaterial as of September 30, 2024 and 2023.
In 2022, Restructuring and other charges (credits), net totaled $36.2 million, of which $32.4 million is
attributable to restructuring charges primarily related to employee termination benefits, $5.1 million is
attributable to other charges for professional fees included in restructuring related to our SaaS
transformation, offset by a $1.3 million credit attributable to sublease income and the reversal of lease
liabilities related to exited lease facilities. These charges substantially relate to a plan to restructure our
workforce and consolidate select facilities to align our customer facing and product-related functions
with SaaS industry best practices and accelerate the opportunity for our on-premises customers to move
to the cloud. We made cash payments related to restructuring charges of $40.8 million ($34.0 million
related to employee charges, $2.5 million in payments for other professional fees, and $4.3 million in net
payments for variable costs related to restructured facilities).
5. Property and Equipment
Property and equipment consisted of the following:
(in thousands)
September 30,
2024
2023
Computer hardware and software
$
262,085
$
304,045
Furniture and fixtures
20,177
20,042
Leasehold improvements
79,802
77,703
Gross property and equipment
362,064
401,790
Accumulated depreciation and amortization
(286,877)
(313,399)
Net property and equipment
$
75,187
$
88,391
Depreciation expense was $27.6 million, $29.0 million and $27.1 million in 2024, 2023 and 2022,
respectively.
Property and equipment additions which were accrued and unpaid as of September 30, 2024, 2023,
and 2022 were $0.6 million, $1.8 million, and $6.8 million, respectively.
Our material long-lived assets primarily reside in the United States in 2024, 2023 and 2022.
6. Acquisitions and Disposition of Businesses
Acquisition and transaction-related costs were $3.1 million, $18.7 million and $13.2 million in 2024, 2023
and 2022, respectively. Acquisition and transaction-related costs include direct costs of potential and
completed acquisitions (e.g., investment banker fees and professional fees, including legal and valuation
services) and expenses related to acquisition integration activities (e.g., professional fees and severance).
Other transactional charges include third-party costs related to structuring unusual transactions, such as
the divestiture of a portion of our business. These costs are classified in General and administrative
expenses in the accompanying Consolidated Statements of Operations.
Our results of operations include or exclude, as applicable, the results of acquired or sold businesses
beginning on their respective acquisition or sale date.
The acquisitions described below have been accounted for as business combinations. Assets
acquired and liabilities assumed have been recorded at their estimated fair values as of the respective
acquisition date. The fair values of intangible assets were based on valuations using discounted cash flow
models which require the use of significant estimates and assumptions, including estimating future
F-20
revenues, future costs, and an applicable discount rate. The excess of the purchase price over the
tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill.
pure-systems
On October 4, 2023, we acquired pure-systems GmbH pursuant to a Share Purchase Agreement.
pure-systems is a leading provider of product and software variant management solutions used by
manufacturing companies to efficiently manage the different versions of software and systems
engineering assets. The purchase price was $93.5 million, net of cash acquired, which we financed
primarily with a draw on the revolving line of our credit facility. pure-systems had approximately 50
employees on the close date.
The following table outlines the purchase price allocation for pure-systems:
(in thousands)
Goodwill
$
77,118
Customer relationships
17,400
Purchased software
10,000
Trademarks
800
Net tax liability
(8,860)
Acquired debt
(2,475)
Other net liabilities
(526)
Total
$
93,457
The acquired customer relationships, purchased software, and trademarks are being amortized over
useful lives of 18 years, 10 years, and 10 years, respectively, based on the expected economic benefit
pattern of the assets. The acquired goodwill will not be deductible for income tax purposes. The amount
of goodwill resulting from the purchase price allocation reflects the expected value that will be created
by expanding our application lifecycle management (ALM) offerings, which are included within our PLM
product group.
Our results of operations for the reported periods if presented on a pro forma basis would not differ
materially from our reported results.
ServiceMax
On January 3, 2023, we acquired ServiceMax, Inc. pursuant to a Share Purchase Agreement dated
November 17, 2022 by and among PTC, ServiceMax, Inc., and ServiceMax JV, LP. ServiceMax develops
and licenses cloud-native, product-centric field service management (FSM) software, which is included
within our PLM product group. The purchase price of $1,448.2 million, net of cash acquired, was payable
in two installments. Upon closing of the transaction, PTC paid the first installment of $828.2 million, as
adjusted for working capital, indebtedness, cash, and transaction expenses as set forth in the Share
Purchase Agreement. The remaining installment of $650.0 million, of which $620.0 million represents the fair
value as of the acquisition date and $30.0 million is imputed interest, was paid in October 2023. The fair
value of the deferred acquisition payment was calculated based on our borrowing rate at the time of the
acquisition.
PTC borrowed $630 million under the revolving line of our new credit facility and $500 million under
the term loan of the new credit facility to repay amounts under the prior credit facility and to pay the
closing purchase price and transaction expenses related to the acquisition. ServiceMax had
approximately 500 employees on the close date. In the year ended September 30, 2023, ServiceMax
revenue was $137.6 million and ServiceMax earnings were immaterial.
F-21
The following table sets forth the purchase price allocation for ServiceMax. The purchase price
allocation includes the finalization of measurement period adjustments related to intangibles and
deferred tax liabilities that resulted in a $3.5 million increase in customer relationships, a $3.2 million
increase in net tax liability, and a $0.3 million decrease in goodwill compared to the balances reported as
of March 31, 2023. We also recorded a liability of $620.0 million related to the fair value of the $650.0
million deferred purchase price payment.
(in thousands)
Goodwill
$
974,850
Customer relationships
512,700
Purchased software
106,900
Accounts receivable
58,722
Trademarks
9,000
Other net assets
5,540
Net tax liability
(121,656)
Deferred revenue
(97,829)
Total
$
1,448,227
The acquired customer relationships, purchased software, and trademarks are being amortized over
useful lives of 20 years, 10 years, and 10 years, respectively, based on the expected economic benefit
pattern of the assets. The acquired goodwill will not be deductible for income tax purposes. The amount
of goodwill resulting from the purchase price allocation reflects expected future growth as ServiceMax
expands our closed-loop product lifecycle management (PLM) strategy.
Unaudited Pro Forma Financial Information
The unaudited pro forma financial information in the table below summarizes the combined results of
operations for PTC and ServiceMax for the pro forma years ended September 30, 2023 and 2022. The
unaudited pro forma financial information as presented below is for informational purposes only and is not
necessarily indicative of the results of operations that would have been achieved if the acquisition had
taken place at the beginning of fiscal 2022. Since the acquisition took place in fiscal 2023, the unaudited
pro forma financial information was prepared as though ServiceMax was acquired at the beginning of
fiscal 2022. The unaudited pro forma financial information for all periods presented includes adjustments
to reflect certain business combination effects, including: amortization of acquired intangible assets,
including the elimination of related ServiceMax expenses; acquisition-related costs incurred by both
parties; reversal of certain costs incurred by ServiceMax which would not have been incurred had the
acquisition occurred at the beginning of fiscal 2022; interest expense under the new combined capital
structure; stock-based compensation charges; and the related tax effects as though ServiceMax was
acquired as of the beginning of fiscal 2022.
The unaudited pro forma financial information for the years ended September 30, 2023 and 2022
presented below combines the historical results of PTC for those periods, the historical results of
ServiceMax for the year ended October 31, 2022 and the three months ended January 31, 2023, and the
effects of the pro forma adjustments listed above.
(in thousands)
Pro forma year ended
September 30,
2023
2022
Revenue
$
2,140,738
$
2,101,796
Net income
$
239,437
$
230,655
The impact from acquisitions other than ServiceMax for the reported periods if presented on a pro
forma basis would not differ materially from our reported results.
F-22
Intland Software
On April 29, 2022, we acquired Intland Software, GmbH, and Eger Invest GmbH (together, “Intland
Software”) pursuant to a Share Sale and Purchase Agreement. Intland Software developed and
marketed the Codebeamer Application Lifecycle Management (ALM) family of software products. The
purchase price of the acquisition was $278.1 million, net of cash acquired, which was financed with cash
on hand and $264 million borrowed under our existing credit facility. Intland Software had approximately
150 employees on the close date.
The following table sets forth the purchase price allocation for Intland Software.
(in thousands)
Goodwill
$
240,971
Customer relationships
38,800
Purchased software
19,100
Accounts receivable
6,506
Trademarks
1,300
Net tax liability
(20,811)
Deferred revenue
(6,925)
Other net liabilities
(818)
Total
$
278,123
The acquired customer relationships, purchased software, and trademarks are being amortized over
useful lives of 11 years, 10 years, and 10 years, respectively, based on the expected economic benefit
pattern of the assets. The acquired goodwill was allocated to our software products segment and will not
be deductible for income tax purposes. The resulting amount of goodwill reflects the expected value that
will be created by expanding our ALM offerings, which are complementary to our PLM offerings.
PLM Services Business Disposition
On June 1, 2022, we sold a portion of our PLM services business to ITC Infotech India Limited pursuant
to a Strategic Partner Agreement dated as of April 20, 2022 by and between PTC and ITC Infotech.
Consideration received from ITC Infotech for the sale was approximately $60.4 million, consisting of $32.5
million cash paid on closing and $28.0 million of services to be provided by ITC Infotech to PTC for no
additional charge.
We recognized a gain on the sale of $29.8 million, which is included within Other income, net. The
recognized gain consists of $60.4 million of consideration received, less net assets of the business of $30.6
million. Net assets include $33.0 million of goodwill allocated to the business, less $2.4 million of liabilities
associated with approximately 160 employees who transferred to ITC Infotech. Goodwill was allocated to
the sold business based on a relative fair value allocation of total goodwill of the Professional Services
segment.
Additional future contingent consideration of up to $20 million may be received by PTC based on
certain performance milestones. We have elected to defer the recognition of gains associated with
contingent consideration until they become realizable.
F-23
7. Goodwill and Acquired Intangible Assets
Goodwill and acquired intangible assets consisted of the following:
(in thousands)
September 30, 2024
September 30, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Net Book
Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book
Value
Goodwill (not amortized)
$3,461,891
$3,358,511
Intangible assets with finite lives (amortized)(1):
Purchased software
$
634,439
$
436,471
$
197,968
$
615,915
$
395,109
$
220,806
Capitalized software
22,877
22,877
—
22,877
22,877
—
Customer lists and relationships
1,141,086
457,718
683,368
1,116,117
413,125
702,992
Trademarks and trade names
37,961
21,821
16,140
36,851
19,400
17,451
Other
3,941
3,941
—
3,867
3,867
—
$1,840,304
$
942,828
$
897,476
$1,795,627
$
854,378
$
941,249
Total goodwill and acquired intangible assets
$4,359,367
$4,299,760
(1)
The weighted-average useful lives of purchased software, customer lists and relationships, and trademarks and trade names
with a remaining net book value are 11 years, 17 years, and 11 years, respectively. The weighted-average useful life for all
intangible assets in total is 15 years.
The changes in the carrying amounts of Goodwill from September 30, 2023 to September 30, 2024
are due to the impact of acquisitions and to foreign currency translation adjustments related to those
asset balances that are recorded in non-U.S. currencies.
Changes in Goodwill were as follows:
(in thousands)
Balance, September 30, 2022
$
2,353,654
ServiceMax acquisition
974,850
Foreign currency translation adjustments
30,007
Balance, September 30, 2023
$
3,358,511
pure-systems acquisition
77,118
Foreign currency translation adjustments
26,262
Balance, September 30, 2024
$
3,461,891
The aggregate amortization expense for intangible assets with finite lives recorded for the years
ended September 30, 2024, 2023 and 2022 was reflected in our Consolidated Statements of Operations as
follows:
(in thousands)
Year ended September 30,
2024
2023
2022
Amortization of acquired intangible assets
$
42,018
$
40,022
$
34,970
Cost of revenue
38,495
35,694
25,578
Total amortization expense
$
80,513
$
75,716
$
60,548
The estimated aggregate future amortization expense for intangible assets with finite lives remaining
as of September 30, 2024 is $78.7 million for 2025, $78.8 million for 2026, $78.9 million for 2027, $76.1 million
for 2028, $73.0 million for 2029 and $512.0 million thereafter.
F-24
8. Income Taxes
Our Income (loss) before income taxes consisted of the following:
(in thousands)
Year ended September 30,
2024
2023
2022
Domestic
$
43,504
$
(49,193)
$
97,460
Foreign
425,458
381,759
299,638
Total income before income taxes
$
468,962
$
332,566
$
397,098
Our Provision for income taxes consisted of the following:
(in thousands)
Year ended September 30,
2024
2023
2022
Current:
Federal
$
44,642
$
7,311
$
767
State
25,359
10,020
6,675
Foreign
61,668
53,019
33,612
131,669
70,350
41,054
Deferred:
Federal
(60,378)
(11,821)
25,730
State
(7,387)
(10,028)
(3,177)
Foreign
28,725
38,525
20,410
(39,040)
16,676
42,963
Provision for income taxes
$
92,629
$
87,026
$
84,017
Taxes computed at the statutory federal income tax rates are reconciled to the Provision for income
taxes as follows:
(in thousands)
Year ended September 30,
2024
2023
2022
Statutory federal income tax rate
$
98,482
21%
$
69,839
21%
$
83,391
21%
State income taxes, net of federal tax benefit
4,631
1%
577
0%
6,518
2%
Federal research and development credits
(11,203)
(2)%
(7,751)
(2)%
(7,477)
(2)%
Uncertain tax positions
7,268
2%
23,302
7%
2,418
1%
Foreign tax credit
(30,119)
(7)%
(11,415)
(3)%
(9,078)
(2)%
Foreign rate differences
(15,368)
(3)%
(20,829)
(6)%
(8,982)
(2)%
Foreign tax on U.S. provision
15,120
3%
11,415
3%
9,078
2%
Excess tax benefits from restricted stock
(9,225)
(2)%
(6,963)
(2)%
(8,278)
(2)%
U.S. permanent items
2,711
0%
5,341
2%
3,453
—
Non-deductible compensation
10,157
2%
8,344
3%
11,851
3%
Base Erosion Anti-Abuse Tax (BEAT)
3,264
1%
—
—
—
—
GILTI, net of foreign tax credits
31,388
7%
17,861
5%
2,705
1%
Foreign-Derived Intangible Income (FDII)
(15,148)
(3)%
(8,987)
(3)%
(6,848)
(2)%
Non-deductible imputed interest
—
—
6,292
2%
—
—
Sale of a portion of the PLM services business
—
—
—
—
6,844
2%
Other, net
671
0%
—
(1)%
(1,578)
(1)%
Provision for income taxes
$
92,629
20%
$
87,026
26%
$
84,017
21%
In 2024, 2023, and 2022, our effective tax rate is impacted by our corporate structure in which our
foreign taxes are at a net effective tax rate lower than the U.S. rate. A significant amount of our foreign
earnings is generated by our subsidiaries organized in Ireland and the Cayman Islands. In 2024, 2023, and
2022, the foreign rate differential predominantly relates to these earnings. In addition to the foreign rate
differential, our tax rate differed from the U.S. statutory federal income tax due to the net effects of the
Global Intangible Low-Taxed Income (GILTI) and Foreign Derived Intangible Income (FDII) regimes
(together referred to as U.S. Tax reform), and the excess tax benefit related to stock-based
compensation.
F-25
In 2024, the rate was impacted by a U.S. Tax Court ruling in Varian Medical Systems, Inc. v.
Commissioner, issued on August 26, 2024. The ruling related to the U.S. taxation of deemed foreign
dividends in the transition year of the Tax Act (our fiscal 2018). As a result, we recorded a $14.4 million
benefit for additional foreign tax credits that have become available to us. Additionally, our rate included
a net benefit of $4.4 million for the effects of IRS procedural guidance requiring consent for previously
automatic changes of accounting method. The IRS procedural guidance change significantly increased
our estimated taxable income in the year ended September 30, 2024, resulting in an increase to the
estimated tax benefit for the deductions associated with Global Intangible Low-Taxed Income and
Foreign-Derived Intangible Income. The benefit from this IRS procedural guidance change will reverse in a
future fiscal period if we receive IRS consent for a change in the treatment of these deductions. These
benefits were offset by a tax expense of $4.6 million related to a tax reserve in a foreign jurisdiction.
Additionally in 2023, our results include tax expense of $21.8 million relating to an uncertain tax
position regarding transfer pricing in a foreign jurisdiction where we are currently under audit. Our rate
was also impacted by non-deductible imputed interest related to the deferred payment on the
acquisition of ServiceMax, Inc.
In 2022, our results include tax expense relating to the book over tax basis difference in goodwill
disposed of as part of the sale of a portion of the PLM services business.
At September 30, 2024 and 2023, income taxes payable and income tax accruals recorded on the
accompanying Consolidated Balance Sheets were $75.3 million ($40.0 million in Accrued income taxes,
$6.2 million in Accrued expenses and other current liabilities and $29.1 million in Other liabilities) and $30.4
million ($14.9 million in Accrued income taxes, $4.8 million in Accrued expenses and other current liabilities
and $10.7 million in Other liabilities), respectively. At September 30, 2024 and 2023, prepaid taxes
recorded in Prepaid expenses on the accompanying Consolidated Balance Sheets were $14.0 million
and $22.7 million, respectively. We made net income tax payments of $68.6 million, $65.9 million and $55.0
million in 2024, 2023 and 2022, respectively.
F-26
The significant temporary differences that created deferred tax assets and liabilities are shown
below:
(in thousands)
September 30,
2024
2023
Deferred tax assets:
Net operating loss carryforwards
$
14,141
$
22,272
Foreign tax credits
2,028
3,750
Capitalized research and development
136,001
83,748
Pension benefits
7,629
5,327
Prepaid expenses
18,551
15,040
Deferred revenue
2,607
5,902
Stock-based compensation
22,231
19,684
Other reserves not currently deductible
34,422
19,604
Amortization of intangible assets
60,527
90,888
Research and development and other tax credits
25,706
64,618
Lease liabilities
46,460
50,102
Fixed assets
106,741
83,796
Capital loss carryforward
3,875
3,700
Other
3,528
2,279
Gross deferred tax assets
484,447
470,710
Valuation allowance
(21,755)
(21,695)
Total deferred tax assets
462,692
449,015
Deferred tax liabilities:
Acquired intangible assets not deductible
(257,731)
(263,178)
Lease assets
(34,160)
(37,332)
Pension prepayments
(3,283)
(1,808)
Deferred revenue
(1,243)
(17,400)
Depreciation
(4,683)
(5,779)
Deferred income
(11,636)
(8,656)
Prepaid commissions
(13,738)
(13,757)
Other
(9,030)
(7,294)
Total deferred tax liabilities
(335,504)
(355,204)
Net deferred tax assets
$
127,188
$
93,811
We reassess our valuation allowance requirements each financial reporting period. We assess
available positive and negative evidence to estimate whether sufficient future taxable income will be
generated to use our existing deferred tax assets.
For U.S. tax return purposes, net operating loss (NOL) carryforwards and tax credits are generally
available to be carried forward to future years, subject to certain limitations. At September 30, 2024, we
had U.S. federal tax effected NOL carryforwards from acquisitions of $0.8 million which expire in 2025 to
2034. The use of these NOL carryforwards is limited as a result of the change in ownership rules under
Internal Revenue Code Section 382. Additionally, we have state NOL carryforwards, net of federal
benefit, of $6.9 million, with various expiration dates beginning in 2027, a number of which never expire.
As of September 30, 2024, we had federal R&D credit carryforwards of $4.6 million, which expire
beginning in 2026 and ending in 2044, and Massachusetts R&D credit carryforwards of $29.2 million, which
expire beginning in 2025 and ending in 2039. We also had foreign tax credits of $2.0 million, which expire
beginning in 2032 and ending in 2034.
We also have tax effected NOL carryforwards in non-U.S. jurisdictions totaling $6.9 million, the majority
of which do not expire, and non-U.S. tax credit carryforwards of $2.2 million that expire beginning in 2031
and ending in 2042. Additionally, we have tax effected amortization carryforwards of $66.1 million in a
foreign jurisdiction. There are limitations imposed on the use of such attributes that could restrict the
recognition of any tax benefits.
As of September 30, 2024, we have a valuation allowance of $17.4 million against net deferred tax
assets in the United States and a valuation allowance of $4.4 million against net deferred tax assets in
certain foreign jurisdictions. The $17.4 million U.S. valuation allowance relates to Massachusetts tax credit
carryforwards which we do not expect to realize a benefit from prior to expiration. The valuation
allowance recorded against net deferred tax assets of certain foreign jurisdictions is established primarily
F-27
for our capital loss carryforwards, the majority of which do not expire. However, there are limitations
imposed on the utilization of such capital losses that could restrict the recognition of any tax benefits.
The changes to the valuation allowance were primarily due to the following:
(in thousands)
Year ended September 30,
2024
2023
2022
Valuation allowance, beginning of year
$
21,695
$
22,283
$
52,085
Net increase (decrease) in deferred tax assets with a full valuation
allowance(1)
60
(588)
(29,802)
Valuation allowance, end of year
$
21,755
$
21,695
$
22,283
(1)
In 2022, this change included the loss of foreign attributes upon liquidation of a foreign subsidiary.
Our policy is to record estimated interest and penalties related to the underpayment of income taxes
as a component of our income tax provision. In 2024, 2023 and 2022 we recorded interest expense of $3.3
million, $0.5 million and $0.2 million, respectively. In 2024, 2023 and 2022 we had no penalty expenses in
our income tax provision. As of September 30, 2024 and 2023, we had accrued $3.1 million and $1.4
million of net estimated interest expense, respectively. We had no accrued tax penalties as of September
30, 2024, 2023 or 2022.
Year ended September 30,
Unrecognized tax benefits (in thousands)
2024
2023
2022
Unrecognized tax benefit, beginning of year
$
50,742
$
23,923
$
21,166
Tax positions related to current year:
Additions
7,570
7,075
3,144
Tax positions related to prior years:
Additions
10,705
20,855
785
Reductions
(452)
—
(1,172)
Settlements
(3,530)
—
—
Statute expirations
—
(1,111)
—
Unrecognized tax benefit, end of year
$
65,035
$
50,742
$
23,923
If all of our unrecognized tax benefits as of September 30, 2024 were to become recognizable in the
future, we would record a benefit to the income tax provision of $65.0 million (which would be partially
offset by an increase in the U.S. valuation allowance of $6.2 million). Although we believe our tax
estimates are appropriate, the final determination of tax audits and any related litigation could result in
favorable or unfavorable changes in our estimates. We believe it is reasonably possible that within the
next 12 months the amount of unrecognized tax benefits related to the resolution of multi-jurisdictional tax
positions could be reduced by up to $27.0 million as audits close and statutes of limitations expire.
In the normal course of business, PTC and its subsidiaries are examined by various taxing authorities,
including the IRS in the United States. We regularly assess the likelihood of additional assessments by tax
authorities and provide for these matters as appropriate. We are currently under audit by tax authorities in
several jurisdictions, including Germany, Ireland, and Italy. Audits by tax authorities typically involve
examination of the deductibility of certain permanent items, transfer pricing, limitations on net operating
losses and tax credits. Although we believe our tax estimates are appropriate, the final determination of
tax audits and any related litigation could result in material changes in our estimates. As of September 30,
2024, we remained subject to examination in the following major tax jurisdictions for the tax years
indicated:
Major Tax Jurisdiction
Open Years
United States
2021 through 2024
Germany
2015 through 2024
France
2023 through 2024
Japan
2019 through 2024
Ireland
2019 through 2024
F-28
Additionally, net operating loss and tax credit carryforwards from certain earlier periods in these
jurisdictions may be subject to examination to the extent they are used in later periods.
We incurred expenses related to stock-based compensation in 2024, 2023 and 2022 of $223.5 million,
$206.5 million and $174.9 million, respectively. Accounting for the tax effects of stock-based awards
requires that we establish a deferred tax asset as the compensation is recognized for financial reporting
prior to recognizing the tax deductions. The tax benefit recognized in the Consolidated Statements of
Operations related to stock-based compensation totaled $27.5 million, $33.4 million and $27.1 million in
2024, 2023 and 2022, respectively. Upon vesting of the stock-based awards, the actual tax deduction is
compared with the cumulative financial reporting compensation cost and any excess tax deduction is
considered a windfall tax benefit and is recorded to the tax provision. In 2024, 2023 and 2022, net windfall
tax benefits of $10.2 million, $7.8 million and $5.2 million were recorded to the tax provision.
Prior to the passage of the U.S. Tax Cuts and Jobs Act in December of 2017 (the Tax Act), we asserted
that substantially all of the undistributed earnings of our foreign subsidiaries were considered indefinitely
reinvested and accordingly, no deferred taxes were provided. Pursuant to the provisions of the U.S. Tax
Act, these earnings were subjected to U.S. federal taxation via a one-time transition tax, and there is
therefore no longer a material cumulative basis difference associated with the undistributed earnings. We
maintain our assertion of our intention to permanently reinvest these earnings outside the United States
unless repatriation can be done substantially tax-free, with the exception of our Taiwan subsidiary. If we
decide to repatriate any additional non-U.S. earnings in the future, we may be required to establish a
deferred tax liability on such earnings. The amount of unrecognized deferred tax liability on the
undistributed earnings would not be material.
9. Debt
As of September 30, 2024 and 2023, we had the following short- and long-term debt obligations:
(in thousands)
September 30,
2024
2023
4.000% Senior Notes due 2028
$
500,000
$
500,000
3.625% Senior Notes due 2025
500,000
500,000
Credit facility revolver line(1)(2)
262,000
202,000
Credit facility term loan(1)(2)
490,625
500,000
Total debt
1,752,625
1,702,000
Unamortized debt issuance costs for the Senior Notes(3)
(4,053)
(6,215)
Total debt, net of issuance costs(4)
$
1,748,572
$
1,695,785
(1)
Unamortized debt issuance costs related to the credit facility were $2.3 million included in Other current assets and $5.2 million
included in Other assets on the Consolidated Balance Sheet as of September 30, 2024 and $2.3 million included in Other
current assets and $7.5 million included in Other assets on the Consolidated Balance Sheet as of September 30, 2023.
(2)
The stated maturity date under the credit facility on which both the revolver line and the term loan will mature and all
amounts then outstanding will become due and payable is January 3, 2028. The term loan began amortizing in March 2024,
with payments remaining of $21.9 million in 2025, $25.0 million in 2026 and 2027, and $418.7 million in 2028.
(3)
Of the unamortized debt issuance costs for the Senior Notes, $0.4 million was included in Current portion of long-term debt and
$3.6 million was included in Long-term debt on the Consolidated Balance Sheet as of September 30, 2024. As of September 30,
2023, all unamortized debt issuance costs for the Senior Notes were included in Long-term debt on the Consolidated Balance
Sheets.
(4)
As of September 30, 2024, $521.5 million of debt was classified as short term, including $499.6 million associated with the 2025
Senior Notes and related debt issuance costs and $21.9 million associated with the credit facility term loan. As of September
30, 2023, $9.4 million of debt associated with the credit facility term loan was classified as short term with the remaining
balance classified as long term.
Senior Unsecured Notes
In February 2020, we issued $500 million in aggregate principal amount of 4.0% senior, unsecured
long-term debt at par value, due in 2028 (the 2028 notes) and $500 million in aggregate principal amount
of 3.625% senior, unsecured long-term debt at par value, due in February 2025 (the 2025 notes).
F-29
As of September 30, 2024, the total estimated fair value of the 2028 and 2025 notes was
approximately $485.7 million and $497.7 million, respectively, based on quoted prices for the notes on that
date.
We were in compliance with all the covenants for all our Senior Notes as of September 30, 2024.
Terms of the 2028 and 2025 Notes
Interest on the 2028 and 2025 notes is payable semi-annually on February 15 and August 15. The debt
indenture for the 2028 and 2025 notes includes covenants that limit our ability to, among other things,
incur additional debt, grant liens on our properties or capital stock, enter into sale and leaseback
transactions or asset sales, and make capital distributions.
We may, on one or more occasions, redeem the 2028 and 2025 notes in whole or in part at specified
redemption prices. In certain circumstances constituting a change of control, we will be required to make
an offer to repurchase the notes at a purchase price equal to 101% of the aggregate principal amount of
the notes, plus accrued and unpaid interest. Our ability to repurchase the notes upon such event may be
limited by law, by the indenture associated with the notes, by our then-available financial resources or by
the terms of other agreements to which we may be party at such time. If we fail to repurchase the notes
as required by the indenture, it would constitute an event of default under the indenture which, in turn,
may also constitute an event of default under other obligations.
Credit Agreement
In January 2023, we entered into an amended and restated credit agreement for a new secured
multi-currency bank credit facility with a syndicate of banks. Pursuant to the agreement, all revolving
commitments under the prior credit agreement were replaced with the revolving commitments under the
new credit facility. The new credit facility consists of (i) a $1.25 billion revolving credit facility, (ii) a $500
million term loan credit facility, and (iii) an incremental facility pursuant to which we may incur additional
term loan tranches or increase the revolving credit facility. As of September 30, 2024, unused
commitments under our credit facility were approximately $988.0 million and amounts available for
borrowing were $972.1 million.
As of September 30, 2024, the fair value of our credit facility approximates its book value.
PTC Inc. and certain eligible foreign subsidiaries are eligible borrowers under the credit facility. Any
borrowings by PTC Inc. under the credit facility would be guaranteed by PTC Inc.’s material domestic
subsidiaries that become parties to the subsidiary guaranty, if any. Any borrowings by eligible foreign
subsidiary borrowers would be guaranteed by PTC Inc. and any subsidiary guarantors and secured,
subject to exceptions, by a first priority perfected security interest in substantially all existing and after-
acquired personal property owned by PTC Inc. and its material domestic subsidiaries (except for certain
indirect material domestic subsidiaries). As of September 30, 2024, $83.0 million was borrowed by an
eligible foreign subsidiary borrower.
Loans under the credit facility bear interest at variable rates that reset every 30 to 180 days
depending on the base rate (for USD borrowings, either the adjusted Daily Simple RFR or adjusted Term
SOFR) and period selected by us. The spread over the base rate depends on our total leverage ratio. As
of September 30, 2024, the annual rate for borrowings outstanding was 6.9%. A quarterly revolving
commitment fee on the undrawn portion of the revolving credit facility is required, ranging from 0.175% to
0.325% per annum, based upon our total leverage ratio.
The credit facility limits our ability to, among other things: incur additional indebtedness; incur liens or
guarantee obligations; pay dividends and make other distributions; make investments and enter into joint
ventures; dispose of assets; and engage in transactions with affiliates, except on an arms-length basis.
Under the credit facility, PTC Inc. and its material domestic subsidiaries may not invest cash or property in,
or loan amounts to, PTC Inc.’s foreign subsidiaries in aggregate amounts exceeding $100 million for
purposes other than acquisitions of businesses. The credit facility also requires that we maintain certain
F-30
financial ratios. As of September 30, 2024, we were in compliance with all financial and operating
covenants of the credit facility.
In 2023, we incurred $13.4 million in financing costs in connection with the January 2023 credit facility
and related arrangements, of which $4.2 million (related to a since-extinguished bridge loan) was
expensed in the period and $9.2 million was recorded as deferred debt issuance costs and included in
Other assets and Other current assets on the Consolidated Balance Sheet. Deferred debt issuance costs
are expensed over the term of the obligations.
Interest
In 2024, 2023 and 2022, we incurred interest expense of $119.7 million, $129.4 million, and $54.3 million,
respectively, and paid $137.0 million, $89.8 million and $48.5 million, respectively, of interest on our debt.
Interest expense in the year ended 2023 includes $30.0 million of interest imputed on the $650.0 million
deferred acquisition payment related to the ServiceMax acquisition. The average interest rate on
borrowings outstanding during 2024, 2023 and 2022 was approximately 5.4%, 4.9% and 3.4%, respectively.
10. Commitments and Contingencies
As of September 30, 2024 and 2023, we had letters of credit and bank guarantees outstanding of
$15.6 million (of which $0.6 million was collateralized) and $13.1 million (of which $0.5 million was
collateralized), respectively, primarily related to our corporate headquarters lease.
Legal and Regulatory Matters
With respect to legal proceedings and claims, we record an accrual for a contingency when it is
probable that a liability has been incurred and the amount of the loss can be reasonably estimated.
We are subject to legal proceedings and claims against us in the ordinary course of business. As of
September 30, 2024, we estimate that the range of possible outcomes for such matters is immaterial and
we do not believe that resolving them will have a material adverse impact on our financial condition,
results of operations or cash flows. However, the results of legal proceedings cannot be predicted with
certainty. Should any of these legal proceedings and claims be resolved against us, the operating results
for a reporting period could be adversely affected.
Guarantees and Indemnification Obligations
We enter into standard indemnification agreements with our customers and business partners in the
ordinary course of our business. Under such agreements, we typically indemnify, hold harmless, and agree
to reimburse the indemnified party for losses suffered or incurred by the indemnified party, in connection
with patent, copyright or other intellectual property infringement claims by any third party with respect to
our products. Indemnification may also cover other types of claims, including claims relating to certain
data breaches. These agreements typically limit our liability with respect to indemnification claims other
than intellectual property infringement claims. Historically, our costs to defend lawsuits or settle claims
relating to such indemnity agreements have been minimal and, accordingly, we believe the estimated
fair value of liabilities under these agreements is immaterial.
We warrant that our software products will perform in all material respects in accordance with our
standard published specifications during the term of the license. Additionally, we generally warrant that
our consulting services will be performed consistent with generally accepted industry standards and, in
the case of fixed price services, the agreed-upon specifications. In most cases, liability for these
warranties is capped. If necessary, we would provide for the estimated cost of product and service
warranties based on specific warranty claims and claim history; however, we have not incurred significant
cost under our product or services warranties. As a result, we believe the estimated fair value of these
liabilities is immaterial.
F-31
11. Stockholders’ Equity
Preferred Stock
We may issue up to 5.0 million shares of our preferred stock in one or more series. Of these shares, 0.5
million are designated as Series A Junior Participating Preferred Stock. Our Board of Directors is authorized
to fix the rights and terms for any series of preferred stock without additional shareholder approval.
Common Stock
Our Articles of Organization authorize us to issue up to 500 million shares of our common stock. Our
Board of Directors has authorized us to repurchase up to $2 billion of our common stock in the period
October 1, 2024 through September 30, 2027. We use cash from operations and borrowings under our
credit facility to make such repurchases. All shares of our common stock repurchased are automatically
restored to the status of authorized and unissued.
We did not repurchase any shares in 2024 or 2023. In 2022, we repurchased 1.05 million shares for
$125 million.
12. Equity Incentive Plans
We have two equity incentive plans, our 2000 Equity Incentive Plan and our 2016 Employee Stock
Purchase Plan (ESPP).
Our 2000 Equity Incentive Plan provides for grants of nonqualified and incentive stock options,
common stock, restricted stock, restricted stock units and stock appreciation rights to employees,
directors, officers and consultants. We award restricted stock units (RSUs) as the principal equity incentive
awards, including certain performance-based awards that are earned based on achieving performance
criteria established by the Compensation Committee of our Board of Directors on or prior to the grant
date. Each RSU represents the contingent right to receive one share of our common stock.
Our ESPP allows eligible employees to contribute up to 10% of their base salary, up to a maximum of
$25,000 per year and subject to any other plan limitations, toward the purchase of our common stock at
a discounted price. The purchase price of the shares on each purchase date is equal to 85% of the lower
of the fair market value of our common stock on the first and last trading days of each offering period.
The ESPP is qualified under Section 423 of the Internal Revenue Code. We estimate the fair value of each
purchase right under the ESPP on the date of grant using the Black-Scholes option valuation model and
use the straight-line attribution approach to record the expense over the six-month offering period.
The following table shows total stock-based compensation expense recorded in our Consolidated
Statements of Operations:
(in thousands)
Year ended September 30,
2024
2023
2022
Cost of license revenue
$
133
$
145
$
272
Cost of support and cloud services revenue
14,479
12,801
11,022
Cost of professional services revenue
6,827
7,928
11,481
Sales and marketing
68,541
56,394
49,467
Research and development
60,266
58,931
41,944
General and administrative
73,215
70,260
60,677
Total stock-based compensation expense
$
223,461
$
206,459
$
174,863
Stock-based compensation expense in 2024, 2023 and 2022 includes $6.8 million, $6.8 million, and
$6.4 million respectively, related to our ESPP.
F-32
2000 Equity Incentive Plan Accounting and Stock-Based Compensation Expense
The fair value of RSUs granted in 2024, 2023 and 2022 was based on the fair market value of our stock
on the date of grant for service- and certain performance- based RSUs and based on a Monte Carlo
simulation model for relative total shareholder return (rTSR) performance RSUs. The weighted average fair
value per share of RSUs granted in 2024, 2023 and 2022 was $164.73, $130.64 and $114.31, respectively.
We account for forfeitures as they occur, rather than estimate expected forfeitures.
As of September 30, 2024, total unrecognized compensation cost related to unvested RSUs expected
to vest was approximately $190.3 million and the weighted average remaining recognition period for
unvested RSUs was 17 months. As of September 30, 2024, the weighted average remaining vesting term
for outstanding awards is 1.0 years.
As of September 30, 2024, 6.1 million shares of common stock were available for grant under the
equity incentive plan and 2.1 million shares of common stock were reserved for issuance upon vesting of
RSUs granted and outstanding.
The following table sets forth the restricted stock unit activity for the year ended September 30, 2024.
(in thousands, except grant date fair value data)
Shares
Weighted
Average
Grant Date
Fair Value
Aggregate
Intrinsic Value
Balance of outstanding RSUs at October 1, 2023
2,581
$
122.82
Granted(1)
1,332
$
164.73
Vested
(1,731)
$
124.29
Forfeited or not earned
(118)
$
133.15
Balance of outstanding RSUs at September 30, 2024
2,064
$
147.92
$
372,884
(1)
RSUs granted include 11 shares from prior period rTSR awards that were earned upon achievement of the performance criteria
and vested in November 2023 and 42 shares from prior period performance-based awards that were earned upon
achievement of the performance criteria and vested in November 2023.
The following table presents the number of RSU awards granted by award type:
(in thousands)
Year ended
September 30, 2024
Performance-based RSUs(1)
97
Service-based RSUs(2)
1,103
Relative Total Shareholder Return RSUs(3)
79
(1)
The performance-based RSUs are primarily made up of RSUs granted to our executives and are eligible to vest based upon
annual performance measures over a three-year period. To the extent earned, those performance-based RSUs will vest in
three substantially equal installments on November 15, 2024, November 15, 2025, and November 15, 2026, or the date the
Compensation Committee determines the extent to which the applicable performance criteria have been achieved for each
performance period. Up to a maximum of two times the number of RSUs can be earned.
(2)
The service-based RSUs were granted to employees, including our executive officers. Substantially all service-based RSUs will
vest in three substantially equal annual installments on or about the anniversary of the date of grant.
(3)
The rTSR RSUs were granted to our executives and are eligible to vest based on the performance of PTC stock relative to the
stock performance of an index of PTC peer companies established as of the grant date, as determined at the end of the
measurement period ending on September 30, 2026. The RSUs earned will vest on November 15, 2026. Up to a maximum of
two times the number of rTSR RSUs eligible to be earned for the period may vest. If the stock price as of the beginning of the
period is below the stock price at the end of the period, a maximum of 100% of the rTSR RSUs may vest.
The weighted-average fair value of the rTSR RSUs was $209.16 per target RSU on the grant date. The
fair value of the rTSR RSUs was determined using a Monte Carlo simulation model, a generally accepted
statistical technique used to simulate a range of possible future stock prices for PTC and the peer group.
The method uses a risk-neutral framework to model future stock price movements based upon the risk-
free rate of return, the historical volatility of each entity, and the pairwise correlations of each entity being
modeled. The fair value for each simulation is the product of the payout percentage determined by
PTC’s rTSR rank against the peer group, the projected price of PTC stock, and a discount factor based on
the risk-free rate.
F-33
The significant assumptions used in the Monte Carlo simulation model were as follows:
2024
2023
2022
Average volatility of peer group
49.30%
41.54%
34.67%
Risk-free interest rate
4.65%
4.12%
0.81%
Dividend yield
—%
—%
—%
Expected term (in years)
2.87
2.87
2.87
The value of stock issued for vested RSUs is as follows:
(in thousands)
Year ended September 30,
2024
2023
2022
Stock issued for vested RSUs
$
289,333
$
240,066
$
199,738
In 2024, shares issued upon vesting of restricted stock units were net of 0.6 million shares retained by
us to cover employee tax withholdings of $101.9 million. In 2023, shares issued upon vesting of restricted
stock units were net of 0.6 million shares retained by us to cover employee tax withholdings of $82.8
million. In 2022, shares issued upon vesting of restricted stock and restricted stock units were net of 0.6
million shares retained by us to cover employee tax withholdings of $69.0 million.
As of September 30, 2024 and September 30, 2023, we had liability-classified awards related to stock-
based compensation based on a fixed monetary amount of $47.7 million and $44.9 million, respectively.
13. Employee Benefit Plan
We offer a savings plan to eligible U.S. employees. The plan is qualified under Section 401(k) of the
Internal Revenue Code. Participating employees may defer a portion of their pre-tax compensation, as
defined, but not more than statutory limits. We contribute 50% of the amount contributed by the
employee, up to a maximum of 3% of the employee’s earnings. Our matching contributions vest
immediately. We made matching contributions of $9.2 million, $8.6 million and $7.8 million in 2024, 2023
and 2022, respectively.
14. Pension Plans
We maintain several international defined benefit pension plans primarily covering certain
employees of Computervision, which we acquired in 1998, and CoCreate, which we acquired in 2008,
and covering employees in Japan. Benefits are based upon length of service and average
compensation with vesting after one to five years of service. The pension cost was actuarially computed
using assumptions applicable to each subsidiary plan and economic environment. We adjust our pension
liability related to our plans due to changes in actuarial assumptions and performance of plan
investments, as shown below. The vested benefit obligation is determined as the actuarial present value
of the vested benefits to which the employee is currently entitled to but based on the employee's
expected date of separation or retirement. Effective in 1998, benefits under one of the international plans
were frozen indefinitely.
The following table presents the actuarial assumptions used in accounting for the pension plans:
2024
2023
2022
Weighted average assumptions used to determine benefit obligations at
September 30 measurement date:
Discount rate
3.3%
4.2%
3.7%
Rate of increase in future compensation
3.0%
3.0%
3.6%
Weighted average assumptions used to determine net periodic pension
cost for fiscal years ended September 30:
Discount rate
4.2%
3.7%
1.0%
Rate of increase in future compensation
3.0%
3.6%
2.8%
Rate of return on plan assets
4.8%
4.8%
5.0%
In selecting the expected long-term rate of return on assets, we considered the current investment
portfolio, and the investment return goals in the plans’ investment policy statements. We, with input from
the plans’ professional investment managers and actuaries, also considered the average rate of earnings
expected on the funds invested or to be invested to provide plan benefits. This process included
determining expected returns for the various asset classes that comprise the plans’ target asset
F-34
allocation. This basis for selecting the long-term asset return assumptions is consistent with the prior year.
Using generally accepted diversification techniques, the plans’ assets, in aggregate and at the individual
portfolio level, are invested so that the total portfolio risk exposure and risk-adjusted returns best meet the
plans’ long-term liabilities to employees. Plan asset allocations are reviewed periodically and rebalanced
to achieve target allocation among the asset categories when necessary. The discount rate is based on
yield curves for highly rated corporate fixed income securities matched against cash flows for each future
year.
The weighted long-term rate of return assumption, together with the assumptions used to determine
the benefit obligations as of September 30, 2024 in the table above, will be used to determine our 2025
net periodic pension income, which we expect to be approximately $0.3 million.
As of September 30, 2024, the weighted average interest credit rate used in our two cash balance
pension plans is 4.3%.
All non-service net periodic pension costs are presented in Other income, net on the Consolidated
Statement of Operations. The actuarially computed components of net periodic pension cost recognized
in our Consolidated Statements of Operations for each year are shown below:
(in thousands)
Year ended September 30,
2024
2023
2022
Interest cost of projected benefit obligation
$
2,368
$
2,126
$
550
Service cost
674
690
1,016
Expected return on plan assets
(3,361)
(3,541)
(3,712)
Amortization of prior service cost
—
—
(4)
Recognized actuarial loss
398
241
1,425
Settlement gain
(19)
—
(82)
Net periodic pension (benefit) cost
$
60
$
(484)
$
(807)
F-35
The following tables display the change in benefit obligation and the change in the plan assets and
funded status of the plans as well as the amounts recognized in our Consolidated Balance Sheets:
(in thousands)
Year ended September 30,
2024
2023
Change in benefit obligation:
Projected benefit obligation, beginning of year
$
60,433
$
58,129
Service cost
674
690
Interest cost
2,368
2,126
Actuarial loss (gain)
7,128
(1,589)
Foreign exchange impact
3,319
3,714
Participant contributions
100
96
Benefits paid
(3,162)
(2,968)
Plan amendments
—
235
Settlements
(618)
—
Projected benefit obligation, end of year
$
70,242
$
60,433
Change in plan assets and funded status:
Plan assets at fair value, beginning of year
$
68,875
$
67,581
Actual return (loss) on plan assets
5,120
(1,919)
Employer contributions
3,697
1,343
Participant contributions
100
96
Foreign exchange impact
3,745
4,593
Settlements
(618)
—
Benefits paid
(3,162)
(2,968)
Plan amendments
—
149
Plan assets at fair value, end of year
77,757
68,875
Projected benefit obligation, end of year
70,242
60,433
Underfunded status
$
(12,438)
$
(10,693)
Overfunded status
$
19,953
$
19,135
Accumulated benefit obligation, end of year
$
69,580
$
59,602
Amounts recognized in the balance sheet:
Non-current asset
$
19,953
$
19,135
Non-current liability
$
(12,083)
$
(10,419)
Current liability
$
(355)
$
(274)
Amounts in accumulated other comprehensive loss:
Unrecognized actuarial loss
$
15,230
$
9,573
As of September 30, 2024 and 2023, two of our pension plans had projected benefit obligations and
accumulated benefit obligations in excess of plan assets. Three international plans were overfunded.
The following table shows the change in Accumulated other comprehensive loss:
(in thousands)
Year ended September 30,
2024
2023
Accumulated other comprehensive loss, beginning of year
$
9,573
$
5,408
Recognized during year - net actuarial losses
(398)
(241)
Occurring during year - settlement gain
19
—
Occurring during year - net actuarial losses (gains)
5,369
3,871
Plan amendments
—
91
Foreign exchange impact
667
444
Accumulated other comprehensive loss, end of year
$
15,230
$
9,573
In 2024, our actuarial losses were impacted by the decrease in discount rate from 4.2% in 2023 to
3.3% in 2024. In 2023, our actuarial losses were impacted by volatility in capital markets and the impact of
rising interest rates.
F-36
The following table shows the percentage of total plan assets for each major category of plan assets:
September 30,
Asset category
2024
2023
Equity securities
12%
31%
Fixed income securities
62%
42%
Commodities
6%
7%
Insurance company funds
9%
10%
Options
0%
0%
Cash
11%
10%
100%
100%
We periodically review the pension plans’ investments in the various asset classes. For the CoCreate
plans in Germany, assets are actively allocated between equity and fixed income securities to achieve
target return. For the other international plans, assets are allocated 100% to fixed income securities. The
fixed income securities for the other international plans primarily include investments held with insurance
companies with fixed returns. The plans’ investment managers are provided specific guidelines under
which they are to invest the assets assigned to them. In general, investment managers are expected to
remain fully invested in their asset class with further limitations on risk as related to investments in a single
security, portfolio turnover and credit quality.
The German CoCreate plan's investment policy prohibits the use of derivatives associated with
leverage and speculation or investments in securities issued by PTC, except through index-related
strategies and/or commingled funds. An investment committee oversees management of the pension
plans’ assets. Plan assets consist primarily of investments in equity and fixed income securities.
In 2024, 2023 and 2022, our actual return (loss) on plan assets was $5.1 million, $(1.9) million and $2.3
million, respectively.
Based on actuarial valuations and additional voluntary contributions, we contributed $3.7 million,
$1.3 million and $3.0 million in 2024, 2023 and 2022, respectively, to the plans. In 2025, we expect to
contribute $0.6 million to the plans and to directly pay $3.3 million in benefits.
As of September 30, 2024, benefit payments expected to be paid over the next ten years are as
follows:
(in thousands)
Future Benefit Payments
2025
$
4,344
2026
4,151
2027
4,812
2028
4,913
2029
4,947
2030 to 2034
25,551
F-37
Fair Value of Plan Assets
The international plan assets are comprised primarily of investments in a trust and an insurance
company. The underlying investments in the trust are primarily governmental fixed income securities and
equities in funds and exchange-traded funds (ETFs). They are classified as Level 1 because the underlying
units of the trust are traded in open public markets. The fair value of the underlying investments in equity
securities and fixed income are based upon publicly-traded exchange prices.
(in thousands)
September 30, 2024
Level 1
Level 2
Level 3
Total
Fixed income securities:
Government
$
48,146
$
—
$
—
$
48,146
Equities in funds
9,550
—
—
9,550
Commodities
4,309
—
—
4,309
Insurance company funds(1)
—
7,385
—
7,385
Cash
8,277
—
—
8,277
Options
90
—
—
90
Total plan assets
$
70,372
$
7,385
$
—
$
77,757
(in thousands)
September 30, 2023
Level 1
Level 2
Level 3
Total
Fixed income securities:
Government
$
27,322
$
—
$
—
$
27,322
Corporate investment grade
1,632
—
—
1,632
Large capitalization stocks
20,864
—
—
20,864
Commodities
4,977
—
—
4,977
Insurance company funds(1)
—
7,102
—
7,102
Cash
6,978
—
—
6,978
Total plan assets
$
61,773
$
7,102
$
—
$
68,875
(1)
These investments are comprised primarily of funds invested with an insurance company in Japan with a guaranteed rate of
return. The insurance company invests these assets primarily in government and corporate bonds.
F-38
15. Fair Value Measurements
Money market funds, time deposits and corporate notes/bonds are classified within Level 1 of the fair
value hierarchy because they are valued based on quoted market prices in active markets.
The principal market in which we execute our foreign currency forward contracts is the institutional
market in an over-the-counter environment with a relatively high level of price transparency. The market
participants are generally large financial institutions. Our foreign currency derivatives’ valuation inputs are
based on quoted prices and quoted pricing intervals from public data sources and do not involve
management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.
Our significant financial assets and liabilities measured at fair value on a recurring basis as of
September 30, 2024 and 2023 were as follows:
(in thousands)
September 30, 2024
Level 1
Level 2
Level 3
Total
Financial assets:
Cash equivalents(1)
$
48,509
$
—
$
—
$
48,509
Forward contracts
—
1,202
—
1,202
$
48,509
$
1,202
$
—
$
49,711
Financial liabilities:
Forward contracts
—
4,166
—
4,166
$
—
$
4,166
$
—
$
4,166
(in thousands)
September 30, 2023
Level 1
Level 2
Level 3
Total
Financial assets:
Cash equivalents(1)
$
72,754
$
—
$
—
$
72,754
Convertible note
—
—
2,000
2,000
Forward contracts
—
7,340
—
7,340
$
72,754
$
7,340
$
2,000
$
82,094
Financial liabilities:
Forward contracts
—
3,158
—
3,158
$
—
$
3,158
$
—
$
3,158
(1)
Money market funds and time deposits.
Level 3 Investments
Convertible Note
In the fourth quarter of 2021, we invested $2.0 million in a non-marketable convertible note. This debt
security was classified as available-for-sale and included in Other assets on the Consolidated Balance
Sheet. During the twelve months ended September 30, 2024, we recorded a $2.0 million impairment loss
related to this Level 3 investment. The impairment loss is included in Other income, net on the
Consolidated Statements of Operations.
F-39
16. Derivative Financial Instruments
The following table shows our derivative instruments measured at gross fair value as reflected in the
Consolidated Balance Sheets:
(in thousands)
Fair Value of Derivatives
Designated As Hedging
Instruments
Fair Value of Derivatives
Not Designated As
Hedging Instruments
September 30,
2024
2023
2024
2023
Derivative assets:(1)
Forward contracts
$
181
$
3,770
$
1,021
$
3,570
Derivative liabilities:(2)
Forward contracts
$
630
$
—
$
3,536
$
3,158
(1)
As of September 30, 2024 and 2023, current derivative assets are recorded in Other current assets on the Consolidated
Balance Sheets.
(2)
As of September 30, 2024 and 2023, current derivative liabilities are recorded in Accrued expenses and other current liabilities
on the Consolidated Balance Sheets.
Non-Designated Hedges
As of September 30, 2024 and 2023, we had outstanding forward contracts not designated as
hedging instruments with notional amounts equivalent to the following:
September 30,
Currency Hedged (in thousands)
2024
2023
Euro / U.S. Dollar
$
781,398
$
383,227
British Pound / U.S. Dollar
24,810
6,058
Israeli Shekel / U.S. Dollar
12,535
11,852
Japanese Yen / U.S. Dollar
42,340
4,770
Swiss Franc / U.S. Dollar
74,939
32,766
Swedish Krona / U.S. Dollar
48,596
35,085
Chinese Renminbi / U.S. Dollar
32,124
16,660
New Taiwan Dollar / U.S. Dollar
16,368
11,855
All other
25,368
21,363
Total
$
1,058,478
$
523,636
The following table shows the effect of our non-designated hedges, including forward contracts and
options, on the Consolidated Statements of Operations for the years ended September 30, 2024, 2023
and 2022:
(in thousands)
Year ended September 30,
Location of Gain (Loss)
2024
2023
2022
Net realized and unrealized gain (loss), excluding the underlying
foreign currency exposure being hedged
Other income, net
$
(6,238)
$ (11,757)
$ 14,603
In 2024, 2023 and 2022, foreign currency losses, net were $1.8 million, $2.1 million and $0.9 million,
respectively.
Net Investment Hedges
As of September 30, 2024 and 2023, we had outstanding forward contracts designated as net
investment hedges with notional amounts equivalent to the following:
September 30,
Currency Hedged (in thousands)
2024
2023
Euro / U.S. Dollar
$
462,894
$
337,923
Japanese Yen / U.S. Dollar
10,739
10,285
Total
$
473,633
$
348,208
F-40
The following table shows the effect of our derivative instruments designated as net investment
hedges on the Consolidated Statements of Operations for the years ended September 30, 2024, 2023,
and 2022:
(in thousands)
Year ended September 30,
Location of Gain (Loss)
2024
2023
2022
Gain (loss) recognized in OCI
OCI
$ (21,643)
$ (10,033)
$ 23,379
Gain (loss) reclassified from OCI to earnings
n/a
$
—
$
—
$
—
Gain recognized, excluded portion
Other income, net
$
4,346
$
4,241
$
1,797
As of September 30, 2024, we estimate that all amounts reported in Accumulated other
comprehensive loss will be applied against exposed balance sheet accounts upon translation within the
next three months.
Offsetting Derivative Assets and Liabilities
We have entered into master netting arrangements for our forward contracts that allow net
settlements under certain conditions. Although netting is permitted, it is currently our policy and practice
to record all derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets.
The following table sets forth the offsetting of derivative assets as of September 30, 2024:
(in thousands)
Gross Amounts Offset in the
Consolidated Balance Sheets
Gross Amounts Not Offset in
the Consolidated Balance
Sheets
As of September 30, 2024
Gross
Amount of
Recognized
Assets
Gross
Amounts
Offset in the
Consolidated
Balance
Sheets
Net Amounts
of Assets
Presented in
the
Consolidated
Balance
Sheets
Financial
Instruments
Cash
Collateral
Received
Net Amount
Forward Contracts
$
1,202
$
—
$
1,202
$
(1,202)
$
—
$
—
The following table sets forth the offsetting of derivative liabilities as of September 30, 2024:
(in thousands)
Gross Amounts Offset in the
Consolidated Balance Sheets
Gross Amounts Not Offset in
the Consolidated Balance
Sheets
As of September 30, 2024
Gross
Amount of
Recognized
Liabilities
Gross
Amounts
Offset in the
Consolidated
Balance
Sheets
Net Amounts
of Liabilities
Presented in
the
Consolidated
Balance
Sheets
Financial
Instruments
Cash
Collateral
Pledged
Net Amount
Forward Contracts
$
4,166
$
—
$
4,166
$
(1,202)
$
—
$
2,964
F-41
17. Leases
Our headquarters are located at 121 Seaport Boulevard, Boston, Massachusetts. The lease is for
approximately 250,000 square feet and runs through June 30, 2037. We subleased a portion of the leased
space through January 31, 2024. Base rent for the first year of the lease was $11.0 million and increases by
$1 per square foot per year thereafter ($0.3 million per year). Base rent first became payable on July 1,
2020. In addition to the base rent, we are required to pay our pro rata portions of building operating costs
and real estate taxes (together, “Additional Rent”). Annual Additional Rent is estimated to be
approximately $8.0 million.
The components of lease cost reflected in the Consolidated Statements of Operations for the years
ended September 30, 2024, 2023, and 2022 were as follows:
(in thousands)
Year ended September 30,
2024
2023
2022
Operating lease cost
$
33,288
$
32,402
$
34,346
Short-term lease cost
3,691
5,411
2,653
Variable lease cost
9,919
10,945
10,095
Sublease income
(1,436)
(4,749)
(4,600)
Total lease cost
$
45,462
$
44,009
$
42,494
Supplemental cash flow information for the years ended September 30, 2024, 2023, and 2022 was as
follows:
2024
2023
2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases
$
35,498
$
36,038
$
38,709
Right-of-use assets obtained in exchange for new lease obligations:
Operating leases(1)
$
11,079
$
28,257
$
15,431
(1)
In the year ended September 30, 2023, operating lease additions included $4.0 million related to the ServiceMax acquisition.
Supplemental balance sheet information related to the leases as of September 30, 2024 and 2023
was as follows:
2024
2023
Weighted-average remaining lease term - operating leases
10.3 years
10.9 years
Weighted-average discount rate - operating leases
5.4%
5.2%
Maturities of lease liabilities as of September 30, 2024 are as follows:
(in thousands)
Operating Leases
2025
$
32,256
2026
26,850
2027
21,917
2028
19,475
2029
17,518
Thereafter
120,895
Total future lease payments
238,911
Less: imputed interest
(57,157)
Total lease liability
$
181,754
18. Subsequent Events
On October 1, 2024, we entered into an amendment to our credit agreement. Prior to the
amendment, if our outstanding 2025 Senior Notes had not been refinanced to mature on or after April 3,
2028 or redeemed by November 16, 2024, all amounts outstanding under the credit facility would
become due and payable on November 16, 2024. After the amendment, the amount outstanding under
the credit facility will not become due and payable on November 16, 2024 if on that date our total cash
and cash equivalent investments, readily-marketable securities, and available revolving commitments
under the credit agreement are greater than or equal to $600 million.
STOCK PERFORMANCE GRAPH
The Stock Performance Graph below compares the cumulative stockholder return on our common stock
from September 30, 2019 to September 30, 2024 with the cumulative return over the same period of:
the S&P 500 Index,
the NASDAQ Composite Index, and
the S&P 500 Information Technology Index.
The Stock Performance Graph assumes that the value of the investment in PTC common stock and
each of the comparison groups was $100 on September 30, 2019 and assumes the reinvestment of
dividends. We have never declared a cash dividend on our common stock.
The stock price performance depicted in the graph below is not necessarily indicative of future stock
price performance.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
$0
$50
$100
$150
$200
$250
$300
$350
9/ 19
9/ 20
9/ 21
9/ 22
9/ 24
9/ 23
PTC INC
S&P 500
NASDAQ Composite
Among PTC INC, the S&P 500 Index,
the NASDAQ Composite Index and the S&P 500 Information Technology Index
*$100 invested on 9/30/19 in stock or index, including reinvestment of dividends. Fiscal year ending September 30.
S&P 500 Information Technology
9/30/2019
9/30/2020
9/30/2021
9/30/2022
9/30/2023
9/30/2024
PTC INC
100.00
121.33
175.70
153.42
207.80
264.98
S&P 500
100.00
115.15
149.70
126.54
153.89
209.84
NASDAQ Composite
100.00
140.96
183.61
135.41
170.76
236.74
S&P 500 Information Technology
100.00
147.23
189.78
151.82
214.22
327.07
Directors
Janice Chaffin, Board Chair
Group President (Retired), Symantec Corporation, an
enterprise cybersecurity company
Neil Barua
Chief Executive Officer, PTC Inc.
Mark Benjamin
Chief Executive Officer (Retired), Nuance Communications,
an enterprise software company
Robert Bernshteyn
General Partner, ICONIQ Capital, a venture capital firm
Amar Hanspal
Chief Executive Officer, AMBR Technologies, a provider of
software solutions for the building construction industry
Michal Katz
Head of Investment and Corporate Banking, Mizuho
Americas, a division of Mizuho Financial Group, a financial
institution
Paul Lacy
President (Retired), Kronos Incorporated, an enterprise
software company
Corinna Lathan
Chief Executive Officer, De Oro Devices, a biomedical
device company
Robert Schechter
Chief Executive Officer (Retired), NMS Communications
Corporation, a software company
Executive Officers
Neil Barua
Chief Executive Officer and President
Kristian Talvitie
Executive Vice President, Chief Financial Officer
Robert Dahdah
Executive Vice President, Chief Revenue Officer
Aaron von Staats
Executive Vice President, General Counsel and Secretary
Shareholders and Stock Listing
Our common stock is traded on the Nasdaq Global Select
Market under the symbol PTC. On September 30, 2024, our
common stock was held by 875 shareholders of record.
Investor Information
You may obtain a copy of any of the exhibits to our Annual
Report on Form 10-K free of charge. These documents are
available on our website at www.ptc.com or by contacting
PTC Investor Relations.
Requests for information about PTC should be directed to:
Investor Relations
PTC
121 Seaport Boulevard
Boston, MA 02210
Telephone: 781.370.5000
Email: investor@ptc.com
Annual Meeting
The 2025 Annual Meeting of Stockholders will be held at the
time and location stated below.
Wednesday, February 12, 2025
10:00 a.m., local time
PTC Headquarters
121 Seaport Boulevard
Boston, Massachusetts 02210
Dividends
We have not paid dividends on our common stock and retain
earnings for use in our business. We review our policy with
respect to the payment of dividends from time to time. However,
there can be no assurance that we will pay any dividends in the
future.
Internet Address
www.ptc.com
Independent Accountants
PricewaterhouseCoopers LLP, Boston, Massachusetts
Transfer Agent and Registrar
Equiniti Trust Company, LLC, New York, New York