PTC Inc.
PTC INC. (Form: 10-K, Received: 11/18/2016 17:08:39)


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, 2016
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)
140 Kendrick Street, Needham, MA 02494
(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
 
Name of each exchange on which registered
Common Stock, $.01 par value per share
 
NASDAQ Global Select Market
Securities registered pursuant
to Section 12(g) of the Act:
None
(Title of Class)
 
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    YES   þ     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   þ
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   þ     NO   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes   þ     No   ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   þ
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   þ
Accelerated Filer   o
Non-accelerated Filer   o
Smaller Reporting Company   o
 
 
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     YES   ¨     NO   þ
The aggregate market value of our voting stock held by non-affiliates was approximately $3,742,819,047 on April 2, 2016 based on the last reported sale price of our common stock on the Nasdaq Global Select Market on April 1, 2016. There were 114,620,630  shares of our common stock outstanding on that day and 115,604,111 shares of our common stock outstanding on November 16, 2016 .
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the definitive Proxy Statement in connection with the 2017 Annual Meeting of Stockholders (2017 Proxy Statement) are incorporated by reference into Part III.




PTC Inc.
ANNUAL REPORT ON FORM 10-K FOR FISCAL YEAR 2016
Table of Contents
 
 
 
Page
 
 
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
 
Item 15.
Item 16.
 
 
 
 
 
 






Forward-Looking Statements
Statements in this Annual Report about our anticipated financial results and growth, as well as about the development of our products and markets, are forward-looking statements that are based on our current plans and assumptions. Important information about factors that may cause our actual results to differ materially from these statements is discussed in Item 1A. “Risk Factors” and generally throughout this Annual Report.
Unless otherwise indicated, all references to a year reflect our fiscal year that ends on September 30.
PART I

ITEM 1.
Business
PTC is a global computer software and services company. We offer a portfolio of innovative CAD modeling, Product Lifecycle Management (PLM) and Service Lifecycle Management (SLM) solutions for manufacturers to create, operate, and service products. We also offer a suite of Internet of Things (IoT) solutions that enables our customers to securely connect smart things, manage and analyze data, and quickly create applications. Additionally, our Vuforia Augmented Reality (AR) platform empowers developers and others in the industrial enterprise to build AR experiences that transform the way users create, operate, and service products.
As the IoT gains momentum. Software, sensors, and IP-enabled connectivity are increasingly embedded into the design and build of products and are becoming integral to the manufacturing process. This transformation is taking shape across all manufacturing sectors. With smart connected products, manufacturers can now experience true closed-loop, product lifecycle management where they can track, manage and control product information at any phase of its lifecycle at any time and any place in the world.
We are organized in two primary business units:
the IoT Group comprised of our IoT, analytics and augmented reality software; and
the Solutions Group comprised of our core CAD, PLM and SLM solutions and software.
Our two business units develop solutions and software products in the following areas:
IoT Group
IoT and Augmented Reality
Enabling connectivity, application development, analysis, and augmented reality software applications for smart, connected products and environments.
Solutions Group

Computer-Aided Design (CAD)
Effective and collaborative product design across the globe.
Product Lifecycle Management (PLM)
Efficient and consistent management of product development, including embedded software development, from concept to retirement across functional processes and distributed teams.
Service Lifecycle Management (SLM)
Planning and delivery of service, including product intelligence, connected service, predictive service, and remote diagnostics.
Business Developments

Important business developments for the year are described under “2016 Business Developments” in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Executive Overview” below. You should read that discussion, which is incorporated into this section by reference.

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Our Markets
The markets we serve present different growth opportunities for us. We see greater opportunity for market growth in our IoT solutions, followed by SLM, PLM, and then CAD solutions, which is a more highly penetrated and slower growth market.
Our Principal Products and Services
We generate revenue through the sale of software licenses, subscriptions (which include license access and support for a period of time and optional cloud services), support (which includes technical support and software updates when and if available), and services (which include consulting and implementation and training). We report revenue by line of business (subscription, support, perpetual license and professional services), by geographic region, and by segment (IoT Group and Solutions Group).
IoT Group
Our IoT products enable customers to design, connect, operate and service smart, connected products and to improve the user experience.
Our principal IoT products are described below.
ThingWorx® is a technology platform that enables users to create and deploy applications and solutions for today’s smart, connected world, enabling customers to transform their products and services and unlock new business models. ThingWorx allows customers to reduce the time, cost, and risk required to connect, manage, and develop applications for smart, connected products such as predictive maintenance, system monitoring, and usage-based product design requirements. Our ThingWorx solutions include cloud-based tools that allow customers to easily and more securely connect products and devices to the cloud, and intelligently process, transform, organize and store product and sensor data. Additionally, our ThingWorx offerings include a predictive intelligence tool that uses artificial intelligence technology to simplify and automate the processes of creating and operationalizing predictions inside ThingWorx-powered solutions and other systems of record. This machine learning tool complements our IoT portfolio by introducing data analytics to information collected from smart, connected products.
KEPServerEX® provides communications connectivity to industrial automation environments to connect disparate devices and control systems, providing users with a single source of real-time industrial sensor and machine data for operational intelligence to improve operations, accelerate troubleshooting, perform preventative maintenance, and improve productivity.
Vuforia Studio™ combines ThingWorx, Vuforia, and Creo technologies to bring AR and Virtual Reality into the world of industrial IoT. Studio, which is sold as part of our ThingWorx platform, is a powerful new tool for authoring and publishing augmented reality experiences. These augmented reality experiences overlay important digital information from IoT, onto the view of the physical things on which the user is working -- such as a dashboard of sensors and analytics data, or 3D step-by-step operating or repair instructions.
Vuforia® is an augmented reality technology platform that enables applications to see and interact with things in the physical world. Using computer vision technologies and building them for mobile platforms, the technology is accessible through an application programming interface and developer workflows.
Solutions Group
CAD
Our CAD products enable users to create conceptual and detailed designs, analyze designs, perform engineering calculations and leverage the information created downstream using 2D, 3D, parametric and direct modeling. Our principal CAD products are described below.
Creo ® is an interoperable suite of product design software that provides a scalable set of packages for design engineers to meet a variety of specialized needs. Creo provides capabilities for design flexibility, advanced assembly design, piping and cabling design, advanced surfacing, comprehensive virtual prototyping and other essential design functions.
Mathcad ® is software for solving, analyzing and sharing vital engineering calculations. Mathcad combines the ease and familiarity of an engineering notebook with the powerful features of a dedicated engineering calculations application.
PLM
Our PLM products are designed to address common challenges that companies, particularly manufacturing companies,

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face over the life of their products, from concept to retirement. These software products help customers manage product configuration information through each stage of the product lifecycle, and communicate and collaborate across the entire enterprise, including product development, manufacturing and the supply chain, including sourcing and procurement.
Our principal PLM products are described below.
Windchill ® is a suite of PLM software that offers lifecycle intelligence - from design to service. Windchill offers a single repository for all product information. As such, it is designed to create a “single source of truth” for all product-related content such as CAD models, documents, technical illustrations, embedded software, calculations and requirement specifications for all phases of the product lifecycle to help companies streamline enterprise-wide communication and make informed decisions.
Additionally, our Windchill product family includes supply chain management (SCM) solutions that allow manufacturers, distributors and retailers to collaborate across product development and the supply chain, including sourcing and procurement, to identify an optimal set of parts, materials and suppliers. This functionality provides automated cost modeling and visibility into supply chain risk information to balance cost and quality, and enables customers to design products that meet compliance requirements and performance targets.
Integrity™ enables users to manage system models, software configurations, test plans and defects. With Integrity, engineering teams can improve productivity and quality, streamline compliance, and gain greater product visibility, ultimately enabling them to bring more innovative products to market.
Navigate™, our new ThingWorx-based PLM offering launched in 2016, is a collection of focused, role-based applications that provides complete, contextual, up-to-date and accurate product information from Windchill and other systems of record. Leveraging ThingWorx technology, Navigate applications can easily be tailored and deployed to roles across an enterprise, and extended to include data from other systems of record and even data from smart, connected products.
Creo ® View ™ enables enterprise-wide visualization, verification, annotation and automated comparison of a wide variety of product development data formats, including CAD (2D and 3D), ECAD, and documents. Creo View provides access to designs and related data without requiring the original authoring tool.
SLM
Our SLM products help manufacturers and their service providers improve service efficiency and quality.  These include capabilities to support product service and maintenance requirements, service information delivery, service parts planning and optimization, service knowledge management, service analytics, connected remote service, and predictive service. Our principal SLM products are described below.
Servigistics® is a suite of SLM software products that integrate service planning, delivery and analysis to optimize service outcomes. Servigistics products enable a systematic approach to service lifecycle management by providing a single view of service throughout the service network, enabling customers to continuously improve their products and services and increase customer satisfaction. 
Arbortext® is an enterprise software suite that allows manufacturers to create, illustrate, manage and publish technical and service parts information to improve the operation, maintenance, service and upgrade of equipment throughout its lifecycle.  These products are available in stand-alone configurations as well as integrated with our Windchill products to deliver dynamic, product-centric service and parts information.
Global Support
We offer global support plans for our software products. Participating customers receive updates that we make generally available to our support customers and also have direct access to our global technical support team of certified engineers for issue resolution. We also provide self-service support tools that allow our customers access to extensive technical support information. When products are purchased as a subscription, support is included as part of the subscription.
Professional Services
We offer consulting, implementation, training and cloud services through our Global Professional Services Organization, with approximately 1,100 professionals worldwide, as well as through third-party resellers and other strategic partners. Our services create value by helping customers improve product development performance through technology enabled process improvement and multiple deployment paths. Our cloud services customers receive hosting and 24/7 application management.
  

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Geographic and Segment Information
We have three operating and reportable segments: (1) the Solutions Group, which includes license, subscription, support and cloud services revenue for our core CAD, PLM and SLM products; (2) the IoT Group, which includes license, subscription, support and cloud services revenue for our IoT, analytics and augmented reality solutions, and (3) Professional Services, which includes consulting, implementation and training revenue. Financial information about our segments and international and domestic operations may be found in Note O Segment Information of “Notes to Consolidated Financial Statements” in this Annual Report, which information is incorporated herein by reference.
Research and Development
We invest heavily in research and development to improve the quality and expand the functionality of our products. Approximately one third of our employees are dedicated to research and development initiatives, conducted primarily in the United States, India and Israel.
Our research and development expenses were $229.3 million in 2016, $227.5 million in 2015, and $226.5 million in 2014. Additional information about our research and development expenditures may be found in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations-Results of Operations-Costs and Expenses-Research and Development.”
Sales and Marketing
We derive most of our sales from products and services sold directly by our sales force to end-user customers. Approximately 20% to 25% of our sales of products and services are through third-party resellers and other strategic partners. Our sales force focuses on large accounts, while our reseller channel provides a cost-effective means of covering the small- and medium-size business market. Our strategic services partners provide service offerings to help customers implement our product offerings. As we grow our IoT business, we expect our go-to-market strategy will rely more on partners and marketing directly to end users and developers.
Strategic Partners

Building an ecosystem of strategic partners will become increasingly important as we expand our IoT offerings and seek to improve the efficiency with which we deliver our traditional products and services. With this in mind, we have recently entered into strategic partner relationships to jointly market, sell, and develop integrated products and services.
Competition
We compete with a number of companies that offer solutions that address one or more specific functional areas covered by our solutions. For enterprise CAD and PLM solutions, we compete with companies including Dassault Systèmes SA and Siemens AG; for discrete desktop CAD products, we compete with Autodesk, Siemens and Dassault Systèmes, and for PLM solutions and SLM solutions, we compete with Oracle Corporation and SAP AG. We believe our products are more specifically targeted toward the business process challenges of manufacturing companies and offer broader and deeper functionality for those processes than ERP-based solutions. In our IoT business, we compete with large established companies like IBM Corporation, Microsoft, Cisco, Oracle, SAP, and General Electric. There are also a number of small companies that compete in the market for IoT products.
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 risks and uncertainties described under Item 1A. “Risk Factors” below. You should read that discussion, which is incorporated into this section by reference.

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Deferred Revenue and Backlog (Unbilled Deferred Revenue)
Information about Deferred Revenue and Backlog (Unbilled Deferred Revenue) is discussed in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Results of Operations” below. You should read that discussion, which is incorporated into this section by reference.
Employees
As of September 30, 2016, we had 5,800 employees, including 1,875 in product development; 1,810 in customer support, training, consulting, cloud services and product distribution; 1,442 in sales and marketing; and 673 in general and administration. Of these employees, 2,122 were located in the United States and 3,678 were located outside the United States.
Website Access to Reports and Code of Business Conduct and Ethics
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. The reference to our website is not intended to incorporate information on our website into this Annual Report by reference.
Our Code of Ethics for Senior Executive Officers is embedded in our Code of Business Conduct and Ethics, which is also available on our website. Additional information about this code and amendments and waivers thereto can be found below in Part III, Item 10 of this Annual Report.
Executive Officers
Information about our executive officers is incorporated by reference from Part III, Item 10 of this Annual Report.
Corporate Information
PTC was incorporated in Massachusetts in 1985 and is headquartered in Needham, Massachusetts.
 
ITEM 1A.
Risk Factors

The following are important factors we have identified that could affect our future results. You should consider them carefully when evaluating an investment in PTC’s securities or any forward-looking statements made by us, including those contained in this Annual Report, because these factors could cause actual results to differ materially from historical results or the performance projected in 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 and/or operating results. Holders of the 6.00% Senior Notes due 2024 (the “2024 6% Notes”) that we issued in May 2016 should also consider the risk factors related to those notes described in the prospectus we filed with the Securities and Exchange Commission on May 5, 2016, which are incorporated herein by reference.
I. Operational Considerations
Our operating results fluctuate from quarter to quarter, making future operating results difficult to predict; failure to meet market expectations could cause the price of our securities to decline.
Our quarterly operating results historically have fluctuated and are likely to continue to fluctuate depending on a number of factors, including:

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a high percentage of our orders historically have been generated in the third month of each fiscal quarter and any failure to receive, complete or process orders at the end of any quarter could cause us to fall short of our revenue and bookings targets;
a significant percentage of our orders comes from transactions with large customers, which tend to have long lead times that are less predictable;
our mix of license, subscription and service revenues can vary from quarter to quarter, creating variability in our financial results;
one or more industries that we serve may have weak or negative growth;
our operating expenses are largely fixed in the short term and are based on expected revenues, so any failure to achieve our revenue targets could cause us to miss our earnings targets as well;
because a significant portion of our revenue and expenses are generated from outside the U.S., shifts in foreign currency exchange rates could adversely affect our reported results; and
we may incur significant expenses in a quarter in connection with corporate development initiatives, restructuring efforts or the investigation, defense or settlement of legal actions that would increase our operating expenses and reduce our earnings for the quarter in which those expenses are incurred.
Accordingly, our quarterly results are difficult to predict prior to the end of the quarter and we may be unable to confirm or adjust expectations with respect to our operating results for a particular quarter until that quarter has closed. Any failure to meet our quarterly revenue or earnings targets could adversely impact the market price of our securities.
We now offer our solutions as subscriptions, which has adversely affected, and may continue to adversely affect, our revenue and earnings in the transition period and make predicting our revenue and earnings more difficult.
We began offering most of our solutions under a subscription option in 2015, in addition to our perpetual license option. Under a subscription, customers pay a periodic fee for the right to use our software and receive support, or to use our cloud services and have us manage the application for a specified period. Under a subscription, revenue is recognized ratably over the term of the subscription while under a perpetual license, revenue is generally recognized upon purchase. A significant number of our customers have elected to purchase our solutions as subscriptions rather than under perpetual licenses. As a result, our license revenues have declined. Our support revenue (which comprises a significant portion of our revenue) may also decrease due to support services being included in the subscription offering and to customers converting their support contracts into subscriptions.
Our revenue and earnings targets are based on assumptions about the mix of revenue that will be attributable to subscription and perpetual license revenue. If a greater percentage of our customers elect to purchase our solutions as subscriptions in a period than we assumed, our revenue and earnings will likely fall below our expectations for that period (as occurred in 2016), which could cause our stock price to decline.
Our long range financial targets are predicated on bookings and revenue growth and operating margin improvements that we may fail to achieve, which could reduce our expected earnings and cause us to fail to meet the expectations of analysts or investors and cause the price of our securities to decline.
We are projecting long-term bookings, revenue and earnings growth. Our projections are based on the expected growth potential in the IoT market, as well as more modest growth in our core CAD, PLM and SLM markets. We may not achieve the expected bookings and revenue growth if the markets we serve do not grow at expected rates, if customers do not purchase or renew subscriptions as we expect, if we are not able to deliver solutions desired by customers and potential customers, and/or if acquired businesses do not generate the revenue growth that we expect.
Our long-term operating margin improvement targets are predicated on operating leverage as long range revenue increases and on improved operating efficiencies, particularly within our sales organization, and on service margin improvements. Services margins are significantly lower than license and support margins. Future projected improvements in our operating margin as a percent of revenue are based in part on our ability to improve services margins by reducing the amount of direct services that we perform through expansion of our service partner program, and improving the profitability of services that we perform. If our services revenue increases as a percentage of total revenue and/or if we are unable to improve our services margins, our overall operating margin may not increase to the levels we expect or may decrease. Additionally, if we do not achieve lower sales and marketing expenses as a percentage of revenue through productivity initiatives, we may not achieve our operating margin targets. If operating margins do not improve, our earnings could be adversely affected and the price of our securities could decline.


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Our significant investment in our IoT business may not generate the revenues we expect, which could adversely affect our business and financial results.  
We have made a significant investment in recent years in our IoT business, including five acquisitions totaling approximately $550 million. Our IoT business provides technology solutions that enable customers to transform their businesses and leverage the opportunities created by the IoT.  
 The Internet of Things is a relatively new market and there are a significant number of competitors in the market.  If the market does not expand as rapidly as we or others expect or if customers adopt competitive solutions rather than our solutions, our IoT business may not generate the revenues we expect.  
Further, one market for our IoT business is as a platform provider to a broad ecosystem of application and solutions providers. This market relies on an extensive and differentiated partner ecosystem to enable us to access markets and customers beyond our traditional markets, customers and buyers. We may be unable to expand our partner ecosystem as we expect and developers may not adopt our IoT solutions as we expect, which would adversely affect our ability to realize revenue from our investments in this business.  
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.
A large amount of our sales are to customers in the discrete manufacturing sector. If this economic sector does not grow, or if it contracts, our customers in this sector may, as they have in the past, reduce or defer purchases of our products and services, which adversely affects our business. In 2016 and 2015, the manufacturing sector was weak worldwide, which we believe adversely impacted our sales and operating results. Although we have seen some improvement in the latter part of 2016, if manufacturing economic conditions do not continue to improve, or if they deteriorate, sales could be adversely affected.
We face significant competition, which may reduce our profits and limit or reduce our market share.
The market for product development solutions and IoT solutions is rapidly changing and characterized by vigorous competition, both by entry of competitors with innovative technologies and by consolidation of companies with complementary products and technologies. This competition could result in price reductions for our products and services, reduced margins, loss of customers and loss of market share. Our primary competition comes from:
larger companies that offer competitive solutions;
larger, more well-known enterprise software providers with greater financial, technical, sales and marketing, and other resources; and
other vendors of various competitive point solutions or IoT platforms.
In addition, barriers to entry into certain segments of the software industry have declined and the ability of customers to adopt software solutions has increased with the ability to offer software in the cloud and the increasing prevalence of subscription license models and customer acceptance of both those models. Because of these and other factors, competitive conditions in the industry are likely to intensify in the future.
Increased competition could result in price reductions, reduced net revenue and profit margins and loss of market share, any of which would likely harm 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, harm our reputation, create additional liability and adversely impact our financial results .
We have implemented and continue to implement measures intended to maintain the security and integrity of our products, source code and computer systems. The potential consequences of a security breach or system disruption (particularly through cyber-attack or cyber-intrusion, including by computer hackers, foreign governments and cyber terrorists) have increased in scope as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Despite efforts to create security barriers to such threats, it is impossible for us to entirely eliminate this risk. In addition, we offer cloud services to our customers and some of our 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 by such hackers. A significant breach of the security and/or integrity of our products or systems, or those of our third-party service providers, could prevent our products from functioning properly, could enable access to sensitive, proprietary or confidential information, including that of our customers, without authorization, or could disrupt our business operations or those of our customers. This could require us to incur significant costs of remediation, harm our reputation, cause customers to stop buying our products, and cause us to face lawsuits and potential liability, which could have a material adverse effect on our financial condition and results of operations.

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Businesses we acquire may not generate the revenue and earnings we anticipate and may otherwise adversely affect our business.
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, or if an acquisition does not further our business strategy as we expect, our operating results will be adversely affected.
Moreover, business combinations also involve a number of risks and uncertainties that can adversely affect our operations and operating results, including:
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 revenue of the acquired entity;
failure to achieve the expected return on our investments which could adversely affect our business or operating results and impair the assets that we recorded as a part of an acquisition including intangible assets and goodwill;
diversion of management and employee attention;
loss of key personnel;
assumption of unanticipated legal or financial liabilities or other unidentified issues with the acquired business;
potential incompatibility of business cultures;
significant increases in our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition; and
if we were to issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.
Our restructuring actions and reorganization may be disruptive and could harm our operations.
Over the past few years, we have taken a number of restructuring actions and reorganizations designed to realign our global workforce to our business needs, reduce our expenses and enable us to increase investment in our IoT business. These actions may not have the expected long-term effect on our expenses or may not be sufficient to fully offset additional investments we may make in our business. Disruptions in operations have occurred and will likely continue to occur as a result of these actions. Disruptions may include attrition beyond our planned reduction in workforce, a negative effect on employee morale or our ability to attract highly skilled employees. Further, we could experience delays, business disruptions, decreased productivity, unanticipated employee turnover and increased litigation-related costs in connection with the restructuring and other efficiency initiatives.
Our sales and operations are globally dispersed, which exposes us to additional compliance risks, which could adversely affect our business and financial results.
We sell and deliver software and services, and maintain support operations, in a large number of 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) 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 relevant sanctions authorities). The FCPA and UK Bribery Act prohibit us and business partners or agents acting on our behalf from offering or providing anything of value to persons considered to be foreign officials under those laws for the purposes of obtaining or retaining business. The UK Bribery Act also prohibits commercial bribery and accepting bribes. Our compliance risks with these laws are heightened due to the global nature of our business, our new go-to-market approach for our IoT business that relies heavily on expanding our partner ecosystem, the fact that we operate in, and are expanding into, countries with a higher incidence of corruption and fraudulent business practices than others, and the fact that we deal with governments and state-owned business enterprises, the employees and representatives of which may be considered foreign officials for purposes of the FCPA and the UK Bribery Act.
Accordingly, while we strive to maintain a comprehensive compliance program, we cannot guarantee that an employee, agent or business partner will not act in violation of our policies or U.S. or other applicable 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 and reputation loss.

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Our international businesses present economic and operating risks, which could adversely affect our business and financial results.
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 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;
possible future limitations upon foreign-owned businesses;
increased financial accounting and reporting burdens and complexities;
inadequate local infrastructure; and
greater difficulty in protecting our intellectual property.
We may be unable to adequately protect our proprietary rights, which could adversely affect our business and our ability to compete effectively.
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 revenues.
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 would materially adversely affect our operating results.
Intellectual property infringement claims could be asserted against us, which could be expensive to defend and could result in limitations on our use of the claimed intellectual property.
The software industry is characterized by frequent litigation regarding copyright, patent and other intellectual property rights, as well as improper disclosure of confidential or proprietary information. If a lawsuit of this type is filed, it 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.
Our financial condition could be adversely affected if significant errors or defects are found in our software.
Sophisticated software can sometimes contain errors, defects or other performance problems. If errors or defects are discovered in our products, we may need to expend significant financial, technical and management resources, or divert some of our development resources, in order to resolve or work around those defects, and we may not be able to correct them in a timely manner or provide an adequate response to our customers.
Errors, defects or other performance problems in our products could also cause us to lose revenue, lose customers and lose market share, and could subject to liability. Such defects or problems could also damage our business reputation and cause us to lose new business opportunities.
We may have exposure to additional tax liabilities and our effective tax rate may increase or fluctuate, which could increase our income tax expense and reduce our net income.
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 historical income tax provisions and accruals.

Our effective tax rate can be adversely affected by several factors, many of which are outside of our control, including:
changes in tax laws, regulations, and interpretations in multiple jurisdictions in which we operate;

9



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.
Because we have substantial cash requirements in the United States and a significant portion of our cash is generated and held outside of the United States, if our cash available in the United States and the cash available under our credit facility is insufficient to meet our operating expenses and debt repayment obligations in the United States, we may be required to raise cash in ways that could negatively affect our financial condition, results of operations and the market price of our securities.
We have significant operations outside the United States. As of September 30, 2016, approximately 90% of our cash and cash equivalents balance was held by subsidiaries outside the United States, with the remainder of the balance held by the U.S. parent company or its subsidiaries in the United States. We believe that the combination of our existing United States cash and cash equivalents, future United States operating cash flows and cash available under our credit facility, are sufficient to meet our ongoing United States operating expenses and known capital requirements. However, if these sources of cash are insufficient to meet our future financial obligations in the United States, we will be required to seek other available funding sources or means to repatriate cash to the United States, which could negatively impact our results of operations, financial position and the market price of our securities.
II. Other Considerations
Our substantial indebtedness could adversely affect our business, financial condition and results of operations, as well as our ability to meet our payment obligations under our debt.
We have a significant amount of indebtedness. As of November 15, 2016, our total debt outstanding was approximately$818 million, approximately $318 million of which was under our $900 million secured credit facility (which matures in September 2019) and $500 million of which was associated with the 2024 6% Notes (which mature in May 2024 and are unsecured). All amounts outstanding under the credit facility and the notes will be due and payable in full on their respective maturity dates. As of November 15, 2016, we had unused commitments under our credit facility of approximately $582 million. PTC Inc. (the parent company) 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.
Notwithstanding the limits contained in the credit agreement governing our credit facility and the indenture governing our 2024 6% Notes, we may be able to incur substantial additional debt from time to time to finance working capital, capital expenditures, investments or acquisitions, or for other purposes. If we do so, the risks related to our high level of debt could intensify. Specifically, our high 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 flow 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 the impact of adverse economic and industry conditions;
expose us to the risk of increased interest rates as certain of our borrowings, including borrowings under the 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;
place us at a competitive disadvantage compared to other, less leveraged competitors; and
increase our cost of borrowing.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under our debt agreements.
We may not be able to generate sufficient cash to service all of our indebtedness and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

10



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 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 financial position and results of operations and 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 2024 6% 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. All of 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 sufficient working capital or liquidity to satisfy any repayment obligations in the event of an acceleration of those obligations. In addition, if we are not in compliance with the financial and operating covenants under the credit facility at the time we wish to borrow funds, we will be unable to borrow funds.
In addition, the financial and operating covenants under the credit facility may limit our ability to borrow funds, including for strategic acquisitions and share repurchases. For example, as of September 30, 2016, although we had unused commitments under our credit facility of approximately $641.9 million, due to the financial covenants only approximately $100 million would have been available for borrowing.
We may be unable to meet our goal of returning 40% of free cash flow to shareholders through share repurchases, which could decrease your expected return on investment in PTC stock.
In August 2014, we announced a new capital allocation strategy, a component of which is a long-term goal of returning approximately 40% of free cash flow (cash flow from operations less capital expenditures) to shareholders through share repurchases. Meeting this goal requires PTC to generate consistent free cash flow and have available capital in the years ahead in an amount sufficient to enable us to continue investing in organic and inorganic growth as well as to return a significant portion of the cash generated to stockholders in the form of share repurchases. We may not meet this goal if we do not generate the free cash flow we expect, if we use our available cash to satisfy other priorities or have insufficient funds available to make such repurchases. For example, in 2016 we made no repurchases due to limits on our borrowing capacity as a result of covenant limitations under our credit facility. Specifically, our leverage ratio, as a result of lower earnings due to our subscription transition, limited our ability to borrow.
Additionally, our cash flow fluctuates over the course of the year and over multiple years, so, although our goal is to return 40% of free cash flow to shareholders, that is an average over a longer term and the number of shares repurchased and amount of free cash flow returned in any given period will vary and may be more or less than 40% in any such period. Finally, the number of shares repurchased for a given amount of cash will vary based on PTC’s stock price, so the number of shares repurchased will not be a consistent or predictable number or percentage of outstanding 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. The trading prices and valuations of these 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.

11



Also, a large percentage of our common stock is held by institutional investors. Purchases and sales of our common stock by these institutional investors could have a significant impact on the market price of the stock. For more information about those investors, please see our proxy statement with respect to our most recent annual meeting of stockholders and Schedules 13D and 13G filed with the SEC with respect to our common stock.
Our 2024 6% Notes are not listed on any national securities exchange or included in any automated quotation system, which could make it harder to resell the notes at a favorable time and price.
Our 2024 6% Notes are not listed on any national securities exchange or included in any automated quotation system. As a result, an active market for the notes may not exist or be maintained, which would adversely affect the market price and liquidity of the notes. In that case, holders may not be able to sell their notes at a particular time or at a favorable price.
The market for non-investment grade debt historically has been subject to severe disruptions that have caused substantial volatility in the prices of securities similar to the notes. The market, if any, for the notes may experience similar disruptions and any such disruptions may adversely affect the liquidity in that market or the prices at which the notes may be sold.

ITEM 1B.
Unresolved Staff Comments

None.

ITEM 2.
Properties
We currently lease 107 offices 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 1,396,000 square feet of leased facilities used in operations, approximately 586,000 square feet are located in the U.S., including 321,000 square feet at our headquarters facility located in Needham, Massachusetts, and approximately 260,000 square feet are located in India, where a significant amount of our research and development is conducted. We believe that our facilities are adequate for our present and foreseeable needs.
ITEM 3.
Legal Proceedings
On March 7, 2016, a putative class action lawsuit captioned Matthew Crandall v. PTC Inc. et al ., No. 1:16-cv-10471, was filed against us and certain of our current and former officers and directors in the U.S. District Court for the District of Massachusetts ostensibly on behalf of purchasers of our stock during the period November 24, 2011 through July 29, 2015. The lawsuit, which seeks unspecified damages, interest, attorneys’ fees and costs, alleges (among other things) that, during that period, PTC’s public disclosures concerning investigations by the U.S. Securities and Exchange Commission and the U.S. Department of Justice into U.S. Foreign Corrupt Practices Act matters in China (the "China Investigation") were false and/or misleading.  We have reached an agreement-in-principle with the plaintiff to settle this lawsuit for an amount that is not material to our results of operations and the associated liability has been accrued in our fiscal 2016 results.  The settlement is conditioned on execution and final court approval of formal settlement documents.  Accordingly, we cannot predict the outcome of this action nor when it will be resolved. 

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

Information with respect to the market for our common stock is located in Selected Consolidated Financial Data beginning on page A-1 of this Form 10-K and is incorporated herein by reference.
On September 30, 2016 , the close of our fiscal year, and on November 16, 2016, our common stock was held by 1,308 and 1,299 shareholders of record, respectively.
We do not pay cash dividends on our common stock and we retain earnings for use in our business or to repurchase our shares. Although we review our dividend policy periodically, our review may not cause us to pay any dividends in the future.

12



Further, our debt instruments require us to maintain specified leverage and fixed-charge ratios that limit the amount of dividends that we could pay. (See "Credit Agreements" and "Outstanding Notes" under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources.)

ITEM 6.
Selected Financial Data
Our five-year summary of selected financial data and quarterly financial data for the past two years is located on pages A-1 and A-2 at the end of this Form 10-K and incorporated herein by reference.

ITEM 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
Statements in this Annual Report about anticipated financial results and growth, as well as about the development of our products and markets, are forward-looking statements that are based on our current plans and assumptions. Important information about the bases for these plans and assumptions and factors that may cause our actual results to differ materially from these statements is contained below and in Item 1A. “Risk Factors” of this Annual Report.

Information about Our Financial Reporting
We use certain operating measures, including our Bookings Measure, and non-GAAP financial measures when discussing our business and results. We discuss these measures, how we use them and how they are calculated in “Bookings Measure” and “Non-GAAP Financial Measures” below.
Unless otherwise indicated, all references to a year reflect our fiscal year that ends on September 30.
Executive Overview
2016 Business Developments
Subscription Acceleration
In 2016, we saw an acceleration in the adoption of subscription licensing by our customers, including the conversion by some customers of their support contracts into subscriptions. Subscription bookings as a percentage of license and subscription bookings grew to 56% for 2016, up from 17% in 2015 and 8% in 2014. Subscription bookings grew to $226 million in 2016 from $60 million in 2015 and $32 million in 2014. License and subscription bookings grew 16% in 2016 over 2015, with license and subscription bookings of $401 million in 2016, and grew 2% over 2014. Our success with our subscription initiative contributed to the decline in both revenue, including perpetual license revenue, and earnings in 2016.
Approximately 68% of our revenue in 2016 came from recurring revenue streams, compared to 59% in 2015 and 53% in 2014. Approximately 82% of our software revenue in 2016 came from recurring revenue streams, compared to 73% in 2015 and 66% in 2014.
Debt Offering
In May 2016, we issued $500 million of 6.0% senior, unsecured long-term notes at par value, due in 2024 (the 2024 6% Notes). We used the net proceeds from the issuance of the notes to repay a portion of the outstanding revolving loan under our credit facility. Because the interest rate on the notes is higher than the variable rate we now pay under our credit facility, our annual interest expense will increase by about $20 million. The first interest payment on the notes is due in November 2016.
2016 Restructuring of Our Workforce
On October 23, 2015, we initiated a plan to restructure our workforce and consolidate select facilities to reduce our cost structure to enable us to invest in our identified growth opportunities. The restructuring resulted in charges of $37 million in the first quarter of 2016, $5 million in the second quarter of 2016, $3 million in the third quarter of 2016, and $32 million in the fourth quarter of 2016 primarily related to termination benefits associated with 810 employees. We expect to complete facility-related restructuring actions in the first half of 2017 and to record approximately $3 million of charges associated with excess facilities.
Acquisitions
We closed two acquisitions in fiscal 2016, both of which enhanced our IoT portfolio.

13



In November 2015, we acquired the Vuforia business from Qualcomm for approximately $65 million in cash. At the time of the acquisition, Vuforia had approximately 80 employees and its historical annualized revenues were not material.
In January 2016, we acquired Kepware Inc., a software development company that provides communications connectivity to industrial automation environments, for approximately $99 million in cash and up to $18 million of contingent earn-out. At the time of the acquisition, Kepware had approximately 115 employees and historical annualized revenues of approximately $20 million.
Results for 2016
Revenue was down year over year, despite growth in license and subscription bookings, due to:
a higher mix of subscription revenue in 2016 compared to 2015 as we transition from selling perpetual licenses to a subscription-based licensing model, where revenue is recognized over the subscription term;
a decline in professional services revenue of 13%, consistent with our strategy to migrate more service engagements to our partners;
a challenging macroeconomic environment; and
the impact of foreign currency exchange rates on our reported revenue due to an increase in the strength of the U.S. Dollar relative to international currencies, most notably the Euro and the Yen.
 
 
Year Ended
 
 
 
Constant Currency Change
 
 
 
September 30, 2016
 
September 30, 2015
 
 
 
 
Revenue
 
 
 
Change
 
 
 
 
(in millions)
 
 
 
 
 
Subscription
 
$
118.3

 
$
65.2

 
81
 %
 
83
 %
 
Support
 
651.8

 
681.5

 
(4
)%
 
(2
)%
 
Total recurring software revenue
 
770.1

 
746.8

 
3
 %
 
5
 %
 
Perpetual license
 
173.5

 
282.8

 
(39
)%
 
(37
)%
 
Total software revenue
 
943.6

 
1,029.5

 
(8
)%
 
(6
)%
 
Professional services
 
196.9

 
225.7

 
(13
)%
 
(10
)%
 
Total revenue
 
$
1,140.5

 
$
1,255.2

 
(9
)%
 
(7
)%
 
We delivered strong growth in our IoT Group, closing a number of significant deals with large, industrial companies that are adopting our platform for their IoT initiatives. IoT Group software revenue represented approximately 8% of our total software revenue in 2016, compared to 5% in 2015. Additionally, although revenue declined year over year due to our subscription transition, we had strong bookings growth in CAD, PLM and SLM.
From a geographic perspective, total license and subscriptions bookings grew in all regions. Due to the higher mix of subscription bookings, total software revenue in 2016, compared to 2015, decreased by 5% in the Americas, 6% on a constant currency basis in Europe, 7% on a constant currency basis in the Pacific Rim and 14% on a constant currency basis in Japan.
 
 
Year Ended
 
 
 
Constant Currency Change
 
 
 
September 30, 2016
 
September 30, 2015
 
 
 
 
Other Operating Measures
 
 
 
Change
 
 
 
 
 
 
 
 
 
 
Operating Margin
 
(3.2
)%
 
3.3
%
 
(198
)%
 
(188
)%
 
Earnings (Loss) Per Share
 
$
(0.48
)
 
$
0.41

 
(216
)%
 
(207
)%
 
 
 
 
 
 
 

 
 
 
Non-GAAP Operating Margin (1)
 
15.1
 %
 
24.2
%
 
(38
)%
 
(37
)%
 
Non-GAAP EPS (1)
 
$
1.19

 
$
2.23

 
(47
)%
 
(44
)%
 
(1) Non-GAAP measures are reconciled to GAAP results under Results of Operations - Non-GAAP Measures  below.
GAAP and non-GAAP operating income reflect lower revenue, higher incentive-based compensation and costs from acquired businesses, partially offset by reductions in operating expenses driven by cost savings from restructuring actions. Our GAAP operating margin in 2016 included restructuring charges of $76 million. Our GAAP operating margin in 2015 included a $66 million pension settlement loss due to the termination of our U.S. pension plan, a $28 million accrual associated with the China Investigation and restructuring charges of $43 million. Both GAAP and non-GAAP EPS benefited from a lower tax rate.
In 2016, our GAAP and non-GAAP results reflect a tax benefit of $4 million in 2016 related to the write-off of a deferred tax liability that resulted from the change in tax status of a foreign subsidiary. In 2015, our GAAP results reflect a tax benefit of $19 million related to the reversal of a portion of the U.S. valuation allowance related to reducing deferred tax assets in connection with settling the U.S. pension plan.

14



We generated $183 million of cash from operations in 2016, up 2% from $180 million in 2015, and we borrowed $90 million under our credit facility to fund acquisitions. We ended 2016 with $278 million of cash, up from $273 million at the end of 2015.
Revenue, Operating Margin, Earnings per Share and Cash Flow
The following table shows the financial measures that we consider the most significant indicators of the performance of our business. In addition to providing operating income, operating margin, and diluted earnings per share as calculated under generally accepted accounting principles (“GAAP”), it shows non-GAAP operating income, non-GAAP operating margin, and non-GAAP diluted earnings per share for the reported periods. These non-GAAP financial measures exclude fair value adjustments related to acquired deferred revenue, acquired deferred costs, stock-based compensation expense, amortization of acquired intangible assets expense, acquisition-related and pension plan termination costs, restructuring charges, certain identified gains or charges included in non-operating other income (expense) and the related tax effects of the preceding items, as well as the tax items identified. These non-GAAP financial measures provide investors another view of our operating results that is aligned with management budgets and with performance criteria in our incentive compensation plans. Management uses, and investors should use, non-GAAP financial measures in conjunction with our GAAP results.
 
 
2016
 
2015
 
Percent Change  2015 to 2016
 
2014
 
Percent Change  2014 to 2015
Actual
 
Constant
Currency
 
Actual
 
Constant
Currency
 
(Dollar amounts in millions, except per share data)
Subscription revenue
$
118.3

 
$
65.2

 
81
 %
 
83
 %
 
$
27.1

 
140
 %
 
152
 %
Support revenue
651.8

 
681.5

 
(4
)%
 
(2
)%
 
688.5

 
(1
)%
 
7
 %
Total recurring software revenue
770.1

 
746.8

 
3
 %
 
5
 %
 
715.6

 
4
 %
 
12
 %
Perpetual license
173.5

 
282.8

 
(39
)%
 
(37
)%
 
362.6

 
(22
)%
 
(15
)%
Total software revenue
943.6

 
1,029.5

 
(8
)%
 
(6
)%
 
1,078.2

 
(5
)%
 
3
 %
Professional services revenue
196.9

 
225.7

 
(13
)%
 
(10
)%
 
278.7

 
(19
)%
 
(12
)%
Total revenue
1,140.5

 
1,255.2

 
(9
)%
 
(7
)%
 
1,357.0

 
(7
)%
 
 %
Total cost of revenue
325.7

 
334.7

 
(3
)%
 
 
 
373.7

 
(10
)%
 
 
Gross margin
814.9

 
920.5

 
(11
)%
 
 
 
983.3

 
(6
)%
 
 
Operating expenses
851.9

 
878.9

 
(3
)%
 
 
 
786.7

 
12
 %
 
 
Total costs and expenses (1)
1,177.5

 
1,213.6

 
(3
)%
 
(1
)%
 
1,160.4

 
5
 %
 
9
 %
Operating income (loss) (1)
$
(37.0
)
 
$
41.6

 
(189
)%
 
(182
)%
 
$
196.6

 
(79
)%
 
(57
)%
Non-GAAP operating income (1)
$
172.7

 
$
304.3

 
(43
)%
 
(41
)%
 
$
340.3

 
(11
)%
 
5
 %
Operating margin (1)
(3.2
)%
 
3.3
%
 
 
 
 
 
14.5
%
 
 
 
 
Non-GAAP operating margin (1)
15.1
 %
 
24.2
%
 
 
 
 
 
25.1
%
 
 
 
 
Diluted earnings (loss) per share (2)
$
(0.48
)
 
$
0.41

 
 
 
 
 
$
1.34

 
 
 
 
Non-GAAP diluted earnings per share (2)
$
1.19

 
$
2.23

 
 
 
 
 
$
2.17

 
 
 
 
Cash flow from operations
$
183.2

 
$
179.9

 
 
 
 
 
$
304.6

 
 
 
 
 
(1)
Costs and expenses in 2016 included $76.3 million of restructuring charges, a $3.2 million legal accrual, and $3.5 million of acquisition-related costs. Costs and expenses in 2015 included $73.2 million of pension plan termination-related costs, $43.4 million of restructuring charges, a $28.2 million legal accrual, and $8.9 million of acquisition-related costs. Costs and expenses in 2014 included $28.4 million of restructuring charges and $13.1 million of acquisition-related and pension plan termination costs. These restructuring, acquisition-related, pension plan termination and legal accrual costs have been excluded from non-GAAP operating income, non-GAAP operating margin and non-GAAP diluted EPS.
(2)
Income taxes for non-GAAP diluted earnings per share reflect the tax effects of non-GAAP adjustments which are calculated by applying the applicable tax rate by jurisdiction to the non-GAAP adjustments described in Non-GAAP Measures , and also exclude the following non-operating income and tax items. The GAAP diluted earnings per share in 2015 reflect a tax benefit of $18.7 million related to the reversal of a portion of the U.S. valuation allowance related to reducing deferred tax assets in connection with settling the U.S. pension plan. GAAP diluted earnings per share in 2014 includes (i) tax benefits of $18.1 million related to the release of a portion of the valuation allowance as a result of deferred

15



tax liabilities established for acquisitions recorded in 2014 and (ii) a tax charge of $3.5 million to establish valuation allowances against net deferred tax assets in two foreign jurisdictions.
Future Expectations, Strategies and Risks
Our transition to a subscription model and continued economic uncertainty were headwinds for revenue and earnings growth in fiscal 2016. Additionally, our results have been impacted, and we expect will continue to be impacted, by our ability to close large transactions. The amount of bookings and revenue, particularly license and subscriptions, attributable to large transactions, and the number of such transactions, may vary significantly from quarter to quarter based on customer purchasing decisions and macroeconomic conditions. Such transactions may have long lead times as they often follow a lengthy product selection and evaluation process and, for existing customers, are influenced by contract expiration cycles. This may cause volatility in our results. In addition, we expect that deal sizes may decrease as we expect that customers will purchase more of our solutions as subscriptions, which tend be smaller purchases than perpetual license purchases.
Looking forward, as we move into 2017, we have three overriding goals:
focus on driving sustainable growth,
continue to control costs and improve margins, and
continue to expand our subscription-based licensing.
Sustainable Growth
Our goals for overall growth are predicated on continuing to grow in the IoT market and continuing to drive improvements in operational performance in our core CAD, PLM and SLM Solutions business.
Subscription
Historically, the majority of our software licenses were sold as perpetual licenses, under which customers own the software license and revenue is recognized at the time of sale. We began offering subscription licensing for our core Solutions Group products in 2015 and expanded our subscription program in 2016. Under a subscription, customers pay a periodic fee to license our software and access technical support over a specified period of time. As part of our expanded subscription program, we also launched a program for our existing customers to convert their support contracts to subscription contracts. A number of customers converted their support contracts to subscriptions in 2016, and we expect there will be continued opportunities to convert existing support contracts to subscription contracts in 2017 and beyond due to the renewal cycles of certain of those contracts.
In 2016, 56% of our bookings were sold as subscriptions, compared to 17% in 2015. We expect that in 2017 a significant majority of our license and subscription bookings could be subscription. The transition to a subscription licensing model has had, and will continue to have, an adverse impact on revenue, operating margin and EPS growth relative to periods in which we primarily sold perpetual licenses, until the transition of our customer base to subscription is completed.
Cost Controls and Margin Expansion
We continue to proactively manage our cost structure and invest in what we believe are high return opportunities in our business. Our goal is to drive continued margin expansion over the long term. To that end, we restructured our workforce in 2016, incurring charges of $76 million. We expect to complete facility-related restructuring actions in the first half of 2017 and record approximately $3 million of charges associated with excess facilities. In 2016, we made cash expenditures related to restructuring actions of $55 million. We expect that the cost savings associated with the headcount and facility reductions will be offset by certain planned cost increases and investments in our business. As a result, we do not expect net operating expense reductions in 2017, as compared to 2016 levels.

Results of Operations
Acquisitions
In 2016 we acquired Vuforia (on November 3) and Kepware (January 12). In 2015, we acquired ColdLight (on May 7). These acquisitions collectively added $24.8 million of revenue in 2016 and $1.7 million of revenue in 2015.
Impact of Foreign Currency Exchange on Results of Operations
Approximately two thirds of our revenue and half of our expenses are transacted in currencies other than the U.S. dollar. Currency translation affects our reported results, which are in U.S. Dollars. Changes in currency exchange rates, particularly for the Yen and the Euro, compared to the prior year decreased revenue and decreased expenses in 2016 and 2015. If actual reported results were converted into U.S. dollars based on the corresponding prior year’s foreign currency exchange rates, 2016 and 2015 revenue would have been higher by $24.4 million and $99.7 million, respectively, and expenses would have been

16



higher by $24.1 million and $56.6 million, respectively. The net impact on year-over-year results would have been an increase in operating income of $0.3 million in 2016 and an increase in operating income of $43.1 million in 2015. The results of operations, revenue by line of business and revenue by geographic region in the tables that follow present both actual percentage changes year over year and percentage changes on a constant currency basis.
Reclassifications
In 2015, we classified revenue and cost of revenue in three categories: 1) license and subscription, 2) support and 3) professional services. Effective with the beginning of the first quarter of 2016, we are reporting perpetual license revenue separately from subscription revenue and are presenting revenue in four categories: 1) subscription, 2) support, 3) perpetual license and 4) professional services. Effective with the beginning of the first quarter of 2016, we are combining cost of license and subscription revenue with cost of support revenue and reporting it as cost of software revenue. As a result, we are presenting cost of revenue in two categories: 1) cost of software revenue and 2) cost of professional services revenue. The discussion that follows reflects our revised reporting structure.
Deferred Revenue and Backlog (Unbilled Deferred Revenue)
We define unbilled deferred revenue as contractually committed orders for license, subscription and support with a customer for which the associated revenue has not been recognized and the customer has not been invoiced. We do not record unbilled deferred revenue on our Consolidated Balance Sheet until we invoice the customer. Deferred revenue primarily relates to software agreements invoiced to customers for which the revenue has not yet been recognized.
 
September 30, 2016
 
September 30, 2015
 
(Dollar amounts in millions)
Unbilled deferred revenue
$
369

 
$
211

Deferred revenue
414

 
387

Total
$
783

 
$
598

Of the unbilled deferred revenue balance at September 30, 2016, we expect to invoice customers approximately $210 million within the next twelve months. The increase in unbilled deferred revenue is primarily due to the increase in our subscription bookings, which are generally billed annually at the start of each annual subscription period.
We expect that the amount of unbilled deferred revenue and deferred revenue will change from quarter to quarter for several reasons, including the specific timing, duration and size of large customer subscription and support agreements, varying billing cycles of such agreements, the specific timing of customer renewals, foreign currency fluctuations and the timing of when unbilled deferred revenue is to be recognized as revenue.

Revenue
Revenue is reported below by line of business (subscription, support, perpetual license and professional services), by product area (Solutions and IoT Groups) and by geographic region (Americas, Europe, Pacific Rim and Japan). Results include combined revenue from direct sales and our channel.
Revenue by Line of Business
 
% of Total Revenue
 
Year ended September 30,
 
2016
 
2015
 
2014
 
(Dollar amounts in millions)
Subscription revenue
10
%
 
5
%
 
2
%
Support revenue
57
%
 
54
%
 
51
%
Total recurring software revenue
68
%
 
59
%
 
53
%
Perpetual license revenue
15
%
 
23
%
 
27
%
Total software revenue
83
%
 
82
%
 
79
%
Professional Services revenue
17
%
 
18
%
 
21
%
Total revenue
100
%
 
100
%
 
100
%

17





Revenue by Group
Year ended September 30,
 
 
 
Percent Change
 
 
 
Percent Change
 
 
 
2016
 
Actual
 
Constant
Currency
 
2015
 
Actual
 
Constant
Currency
 
2014
 
(Dollar amounts in millions)
Solutions Group
 
 
 
 
 
 
 
 
 
 
 
 
 
Subscription
$
75.4

 
112
 %
 
115
 %
 
$
35.6

 
52
 %
 
66
 %
 
$
23.3

Support
641.6

 
(5
)%
 
(3
)%
 
676.4

 
(2
)%
 
6
 %
 
688.1

Total recurring software revenue
717.0

 
1
 %
 
3
 %
 
712.0

 
 %
 
8
 %
 
711.5

Perpetual license
154.2

 
(43
)%
 
(41
)%
 
268.3

 
(26
)%
 
(19
)%
 
362.0

Total software revenue
871.2

 
(11
)%
 
(9
)%
 
980.3

 
(9
)%
 
(1
)%
 
1,073.4

Professional services
189.0

 
(15
)%
 
(12
)%
 
222.1

 
(20
)%
 
(13
)%
 
278.4

Total revenue
$
1,060.2

 
(12
)%
 
(10
)%
 
$
1,202.4

 
(11
)%
 
(4
)%
 
$
1,351.8

IoT Group


 


 
 
 


 


 
 
 


Subscription
$
42.9

 
45
 %
 
45
 %
 
$
29.7

 
680
 %
 
685
 %
 
$
3.8

Support
10.2

 
99
 %
 
100
 %
 
5.1

 
1,272
 %
 
1,297
 %
 
0.4

Total recurring software revenue
53.1

 
53
 %
 
53
 %
 
34.8

 
733
 %
 
740
 %
 
4.2

Perpetual license
19.3

 
33
 %
 
33
 %
 
14.5

 
2,161
 %
 
2,206
 %
 
0.6

Total software revenue
72.4

 
47
 %
 
47
 %
 
49.2

 
923
 %
 
934
 %
 
4.8

Professional services
7.9

 
120
 %
 
121
 %
 
3.6

 
928
 %
 
962
 %
 
0.4

Total revenue
$
80.3

 
52
 %
 
52
 %
 
$
52.9

 
923
 %
 
936
 %
 
$
5.2


Software Revenue Performance
Software revenue consists of subscription, support, and perpetual license revenue. Subscription revenue includes time-based licenses whereby customers use our software and receive related support for a specified term, and for which revenue is recognized ratably over the term of the contract. Support revenue is composed of contracts to maintain new and/or previously purchased perpetual licenses, for which revenue is recognized ratably over the term of the contract. Perpetual licenses include a perpetual right to use the software, for which revenue is generally recognized up front upon shipment to the customer.
Solutions Group
The decline in software revenue in 2016 and 2015 compared to the prior year was driven primarily by a higher mix of subscription bookings as well as foreign currency rate changes and macroeconomic conditions.
IoT Group
The IoT Group delivered revenue growth in 2016 and 2015, including from acquisitions. Revenue from Kepware, which we acquired on January 12, 2016, totaled $16.1 million in 2016, and revenue from ThingWorx and Axeda totaled $18.6 million and $32.5 million, respectively, in 2015.
Professional Services Revenue
Consulting and training services engagements typically result from sales of new perpetual licenses and subscriptions, particularly of our PLM and SLM solutions. The decline in professional services revenue in 2016 was due in part to strong growth in bookings by our service partners, which is in line with our strategy for professional services revenue to trend flat-to-down over time as we e xpand our service partner program under which service engagements are referred to third party service providers. Additionally, over time, we anticipate offering solutions that require less service. As a result, we do not expect that professional services revenue will increase proportionately with software revenue. Foreign currency exchange rates negatively impacted professional services revenue by $5.9 million and $20.4 million in 2016 and 2015, respectively.

18




Revenue by Geographic Region
 
 
2016
 
 
 
Percent Change
 
2015
 
 
 
Percent Change
 
2014
 
% of Total Revenue
 
Actual
 
Constant
Currency
 
% of Total Revenue
 
Actual
 
Constant
Currency
 
% of Total Revenue
 
(Dollar amounts in millions)
 
Revenue by region:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Americas
$
487.6

 
43
%
 
(8
)%
 
(8
)%
 
$
530.3

 
42
%
 
(5
)%
 
(4
)%
 
$
558.7

41
%
Europe
$
424.3

 
37
%
 
(9
)%
 
(5
)%
 
$
467.8

 
37
%
 
(11
)%
 
3
 %
 
$
528.1

39
%
Pacific Rim
$
123.8

 
11
%
 
(11
)%
 
(7
)%
 
$
139.2

 
11
%
 
(6
)%
 
(4
)%
 
$
148.2

11
%
Japan
$
104.9

 
9
%
 
(11
)%
 
(13
)%
 
$
118.0

 
9
%
 
(3
)%
 
12
 %
 
$
122.1

9
%
A significant percentage of our annual revenue comes from large customers in the broader manufacturing space. As a result, software revenue growth in our core CAD and PLM products historically has correlated to growth in broader measures of the global manufacturing economy, including GDP, industrial production and manufacturing PMI.
The decrease in revenue in 2016, compared to 2015, was driven primarily by a higher mix of subscription bookings as well as the impact of currency movements on reported revenue, particularly the Euro and the Yen. We believe that continued macroeconomic headwinds also contributed to a decrease in revenue performance year over year.
Americas
The decrease in revenue in Americas in 2016 compared to 2015 consisted of decreases of 39%, 24% and 3% in perpetual license revenue, professional services revenue and support revenue (primarily PLM), respectively, partially offset by an increase in subscription revenue of 58%.
The decrease in revenue in Americas in 2015 compared to 2014 consisted of decreases of 32% and 23% in perpetual license revenue and professional services revenue, respectively, partially offset by increases in subscription revenue and support revenue (primarily PLM) of 128% and 6%, respectively.
Europe
The decrease in revenue in Europe in 2016 compared to 2015 consisted of decreases in perpetual license revenue of 46% (43% on a constant currency basis) and in support revenue of 6% (1% on a constant currency basis), partially offset by an increase in subscription revenue of 84% (91% on a constant currency basis).
The decrease in revenue in Europe in 2015 compared to 2014 consisted of decreases in perpetual license revenue of 26% (13% on a constant currency basis), in professional services revenue of 17% (4% on a constant currency basis) and in support revenue of 7% (increase of 7% on a constant currency basis), partially offset by an increase in subscription revenue of 150% (185% on a constant currency basis).
Year-over-year changes in foreign currency exchange rates, particularly the Euro, unfavorably impacted revenue in Europe by $21.3 million and $73.6 million in 2016 and 2015, respectively.
Pacific Rim
The decrease in revenue in Pacific Rim in 2016 compared to 2015 consisted of decreases in perpetual license revenue of 17% (14% on a constant currency basis), in professional services revenue of 14% (10% on a constant currency basis) and in support revenue of 9% (5% on a constant currency basis), partially offset by an increase in subscription revenue of 428% (448% on a constant currency basis).
The decrease in revenue in Pacific Rim in 2015 compared to 2014 consisted of decreases in professional services revenue of 29% (28% on a constant currency basis) and in perpetual license revenue of 6% (4% on a constant currency basis), partially offset by increases in subscription revenue of 253% (257% on a constant currency basis) and in support revenue of 5% (8% on a constant currency basis).
Year-over-year changes in foreign currency exchange rates unfavorably impacted revenue in Pacific Rim by $5.2 million and $3.2 million in 2016 and 2015, respectively.
In 2016 and 2015, compared to the prior year, revenue in China decreased 18% and 14%, respectively, and represented 4% of total revenue in both years.

19



Japan
The decrease in revenue in Japan in 2016 compared to 2015 consisted of decreases in perpetual license revenue of 55% (54% on a constant currency basis) and in professional services revenue of 5% (11% on a constant currency basis), partially offset by an increase in subscription revenue of 408% (383% on a constant currency basis).
The decrease in revenue in Japan in 2015 compared to 2014 consisted of decreases in support revenue of 10% (increase of 5% on a constant currency basis) and in perpetual license revenue of 5% (increase of 12% on a constant currency basis), partially offset by increases in subscription revenue of 572% (637% on a constant currency basis) and in professional services revenue of 15% (34% on a constant currency basis).
Year-over-year changes in foreign currency exchange rates favorably impacted revenue in Japan by $5.0 million in 2016 and unfavorably impacted revenue in Japan by $19.2 million in 2015.

Gross Margin

 
2016
 
Percent
Change
 
2015
 
Percent
Change
 
2014
 
(Dollar amounts in millions)
Gross margin
$
814.9

 
(11
)%
 
$
920.5

 
(6
)%
 
$
983.3

Non-GAAP gross margin
853.2

 
(11
)%
 
953.4

 
(6
)%
 
1,013.0

Gross margin as a % of revenue:
 
 
 
 
 
 
 
 
 
Software
84
%
 
 
 
87
%
 
 
 
88
%
Professional Services
14
%
 
 
 
12
%
 
 
 
12
%
Gross margin as a % of total revenue
71
%
 
 
 
73
%
 
 
 
72
%
Non-GAAP gross margin as a % of total non-GAAP revenue
75
%
 
 
 
76
%
 
 
 
75
%
Gross margin as a percentage of total revenue in 2016 compared to 2015 reflects lower software margins due to lower perpetual license revenue. Support revenue comprised 57% of our total revenue in 2016 compared to 54% in 2015 and 51% in 2014.
Gross margin as a percentage of total revenue in 2015 compared to 2014 reflects lower software margins due to lower perpetual license revenue and a higher mix of cloud services revenue (due to our acquisition of Axeda), which has lower margins than license revenue.
Costs and Expenses
 
 
2016
 
Percent
Change
 
2015
 
Percent
Change
 
2014
 
 
 
 
 
 
 
 
 
 
 
 
Cost of software revenue
$
155.4

 
14
 %
 
$
136.0

 
5
 %
 
$
129.7

 
Cost of professional services revenue
170.2

 
(14
)%
 
198.7

 
(19
)%
 
244.0

 
Sales and marketing
367.5

 
6
 %
 
346.8

 
(6
)%
 
367.5

 
Research and development
229.3

 
1
 %
 
227.5

 
 %
 
226.5

 
General and administrative
145.6

 
(8
)%
 
158.7

 
20
 %
 
132.2

 
U.S. pension settlement loss

 


 
66.3

 


 

 
Amortization of acquired intangible assets
33.2

 
(8
)%
 
36.1

 
12
 %
 
32.1

 
Restructuring charges
76.3

 
76
 %
 
43.4

 
53
 %
 
28.4

 
Total costs and expenses
$
1,177.5

 
(3
)%
(1) 
$
1,213.6

 
5
 %
(1) 
$
1,160.4

 
Total headcount at end of period
5,800

 
(3
)%
 
5,982

 
(7
)%
 
6,444

(2)
 
 
(1)
On a constant currency basis from the prior period, total costs and expenses decreased 1% from 2015 to 2016 and increased 9% from 2014 to 2015.

20



(2)
Headcount at September 30, 2014 included approximately 250 employees with termination dates after September 30, 2014 who were included in our fourth quarter of 2014 restructuring actions.
2016 compared to 2015
Costs and expenses in 2016 compared to 2015 decreased primarily as a result of the following:
cost savings from restructuring actions in 2016 and 2015;
acquisition and pension termination-related costs, which were $75.4 million lower in 2016 compared to 2015 due to costs associated with terminating our U.S. pension plan which totaled $73.2 million (including a $66.3 million settlement loss) in 2015;
a $28.2 million accrual recorded in 2015 related to the China Investigation; and
foreign currency rates which favorably impacted costs and expenses of 2016 by $24.1 million.
The decreases above were partially offset by increases due to:
cash-based incentive compensation expense, which was higher by $30.3 million in 2016 compared to 2015 (as a result of over performance on subscription mix in 2016 and because 2015 incentive targets were not achieved in full);
costs from acquired businesses (ColdLight, Vuforia, and Kepware added approximately 255 employees at the date of the acquisitions);
an increase in stock-based compensation expense of $15.8 million in 2016, compared to 2015, due in part to a modification of performance-based awards previously granted under our long-term incentive programs;
investments we are making in our IoT business; and
company-wide merit pay increases that were effective in the fourth quarter of 2015.

2015 compared to 2014
Costs and expenses in 2015 compared to 2014 increased primarily as a result of the following:
restructuring charges of $43.4 million in 2015 compared to $28.4 million in 2014, primarily for severance and other related costs associated with the termination of 411 employees;
costs from acquired businesses (Axeda, Atego, ThingWorx and ColdLight added approximately 360 employees at the date of the acquisitions);
costs associated with terminating our U.S. pension plan which totaled $73.2 million (including a $66.3 million settlement loss);
a litigation accrual of $28.2 million related to the China Investigation; and
amortization of acquired intangible assets (including amortization of purchased software which is included in cost of revenue), primarily related to our acquisitions in 2014 and 2015, which was higher by $5.3 million.
These cost increases were partially offset by
cost savings associated with restructuring actions in 2014 and 2015;
the impact of foreign currency movements which favorably impacted costs and expenses by $56.6 million in 2015; and
a decrease in cash-based incentive compensation of $18.1 million.
Cost of Software Revenue
 
2016
 
Percent
Change
 
2015
 
Percent
Change
 
2014
 
(Dollar amounts in millions)
Cost of software revenue
$
155.4

 
14
%
 
$
136.0

 
5
%
 
$
129.7

% of total revenue
14
%
 
 
 
11
%
 
 
 
10
%
% of total software revenue
16
%
 
 
 
13
%
 
 
 
12
%
Software headcount at end of period
841

 
7
%
 
783

 
7
%
 
733


21



Our cost of software revenue consists of fixed and variable costs associated with reproducing and distributing software and documentation, as well as royalties paid to third parties for technology embedded in or licensed with our software products, amortization of intangible assets associated with acquired products and costs to perform and support our cloud services business. Our cost of software revenue also includes costs such as salaries, benefits, information technology and facilities associated with customer support and the release of support updates (including related royalty costs). Cost of software revenue as a percent of software revenue can vary depending on product mix sold, the effect of fixed and variable royalties, and the level of amortization of acquired software intangible assets. Amortization of acquired purchased software totaled $24.6 million, $19.4 million, and $18.1 million in 2016, 2015, and 2014, respectively. Total compensation, benefits costs and travel expenses increased by $8.2 million from 2015 to 2016 and by $0.9 million from 2014 to 2015.
Cost of Professional Services Revenue
 
2016
 
Percent
Change
 
2015
 
Percent
Change
 
2014
 
(Dollar amounts in millions)
Cost of professional services revenue
$
170.2

 
(14
)%
 
$
198.7

 
(19
)%
 
$
244.0

% of total revenue
15
%
 
 
 
16
%
 
 
 
18
%
% of total professional services revenue
86
%
 
 
 
88
%
 
 
 
88
%
Professional service headcount at end of period
969

 
(10
)%
 
1,074

 
(23
)%
 
1,388


Our cost of professional services revenue includes costs such as salaries, benefits, information technology costs and facilities expenses for our training and consulting personnel, and third-party subcontractor fees.
In 2016 compared to 2015, total compensation, benefit costs and travel expenses decreased by $24.8 million. The cost of third-party consulting services was $2.6 million lower in 2016 compared to 2015.
In 2015 compared to 2014, total compensation, benefit costs and travel expenses decreased 21% ($36.9 million) primarily due to reduced headcount. Additionally, the cost of third-party consulting services was $7.4 million lower in 2015 compared to 2014.
The decreases in 2016 and 2015 compared to the prior years in the cost of third-party consulting services is a result of our strategy to have our strategic services partners perform services for customers directly, which has contributed to lower revenue and improving services margins. As a result of decreases in professional services revenue in 2016 and 2015, compared to the prior year, we have reduced headcount resulting in lower compensation-related costs.
Sales and Marketing
 
2016
 
Percent
Change
 
2015
 
Percent
Change
 
2014
 
(Dollar amounts in millions)
Sales and marketing expenses
$
367.5

 
6
%
 
$
346.8

 
(6
)%
 
$
367.5

% of total revenue
32
%
 
 
 
28
%
 
 
 
27
%
Sales and marketing headcount at end of period
1,442

 
2
%
 
1,416

 
(4
)%
 
1,481


Our sales and marketing expenses primarily include salaries and benefits, sales commissions, advertising and marketing programs, travel, information technology costs and facility expenses.
Our compensation, benefit costs and travel expenses were higher by an aggregate of 5% ($14.4 million) in 2016 compared to 2015, which reflects lower salaries, offset by higher incentive-based compensation, including commissions (due primarily to higher than planned subscription bookings), and increased headcount.
Our compensation, benefit costs and travel expenses were lower by an aggregate of 7% ($20.3 million) in 2015 compared to 2014, primarily due to lower headcount.
Research and Development

22



 
2016
 
Percent
Change
 
2015
 
Percent
Change
 
2014
 
(Dollar amounts in millions)
Research and development expenses
$
229.3

 
1
 %
 
$
227.5

 
 %
 
$
226.5

% of total revenue
20
%
 
 
 
18
%
 
 
 
17
%
Research and development headcount at end of period
1,875

 
(6
)%
 
1,998

 
(7
)%
 
2,156

Our research and development expenses consist principally of salaries and benefits, information technology costs and facility expenses. Major research and development activities include developing new releases of our software and releases and updates of our software that enhance functionality and add features.
Total compensation, benefit costs and travel expenses were higher by 2% ($4.3 million) in 2016 compared to 2015. The decrease in research and development headcount from 2015 to 2016 reflects restructuring actions offset by approximately 132 employees added from businesses acquired after the second quarter of 2015.
Total compensation, benefit costs and travel expenses were lower by 1% ($1.9 million) in 2015 compared to 2014.
General and Administrative (G&A)
 
2016
 
Percent
Change
 
2015
 
Percent
Change
 
2014
 
(Dollar amounts in millions)
General and administrative
$
145.6

 
(8
)%
 
$
158.7

 
20
%
 
$
132.2

% of total revenue
13
%
 
 
 
13
%
 
 
 
10
%
General and administrative headcount at end of period
673

 
(5
)%
 
711

 
4
%
 
686

Our G&A expenses include the costs of our corporate, finance, information technology, human resources, legal and administrative functions, as well as acquisition-related charges, bad debt expense and outside professional services, including accounting and legal fees. Acquisition-related costs include direct costs of acquisitions and expenses related to acquisition integration activities, including transaction fees, due diligence costs, retention bonuses and severance, and professional fees, including legal and accounting costs, related to the acquisition. In addition, subsequent adjustments to our initial estimated amount of contingent consideration associated with specific acquisitions are included in acquisition-related charges. Acquisition-related charges and pension plan termination-related costs included in G&A were $3.5 million, $15.8 million, and $13.1 million, in 2016, 2015, and 2014, respectively. Additionally, as described below, we recorded a pension settlement loss of $66.3 million in 2015 (such loss is not included in G&A). The decrease in overall general and administrative costs in 2016, compared to 2015 was due primarily to an increase in performance-based bonus and stock-based compensation (due in part to a modification of performance-based awards previously granted under our long-term incentive programs) of $23.7 million offset by the $28.2 million accrual recorded in 2015 related to the settlement of the China Investigation.
The increase in overall general and administrative costs in 2015, compared to 2014, was due primarily to the $28.2 million reserve recorded related to the settlement of the China Investigation .
U.S. pension settlement loss
 
2016
 
Percent
Change
 
2015
 
Percent
Change
 
2014
 
(Dollar amounts in millions)
U.S. pension termination loss
$

 
 
 
$
66.3

 
 
 
$

% of total revenue
%
 
 
 
5
%
 
 
 
%
U.S. pension settlement loss reflects the loss recognized in the fourth quarter of 2015 related to the termination of our U.S. pension plan, due to the amortization of actuarial losses previously recorded in equity.
Amortization of Acquired Intangible Assets

23



 
2016
 
Percent
Change
 
2015
 
Percent
Change
 
2014
 
(Dollar amounts in millions)
Amortization of acquired intangible assets
$
33.2

 
(8
)%
 
$
36.1

 
12
%
 
$
32.1

% of total revenue
3
%
 
 
 
3
%
 
 
 
2
%
Amortization of acquired intangible assets reflects the amortization of acquired non-product related intangible assets, primarily customer and trademark-related intangible assets, recorded in connection with completed acquisitions. The decrease in amortization of acquired intangible assets from 2015 to 2016 is due to certain intangibles becoming fully amortized, partially offset by an increase in amortization related to recent acquisitions. The increase in amortization of acquired intangible assets in 2015 compared to 2014 includes our acquisitions of ColdLight in the third quarter of 2015, Axeda and Atego in the fourth quarter of 2014, and our acquisition of ThingWorx in the second quarter of 2014.
Restructuring Charges  
 
2016
 
2015
 
2014
 
(Dollar amounts in millions)
Restructuring charges
$
76.3

 
$
43.4

 
$
28.4

% of total revenue
7
%
 
3
%
 
2
%

Restructuring charges for 2016 were $76.3 million, $76.9 million related to the plan announced in October 2015 described below, offset by a $0.6 million credit related to prior year restructuring actions.
Our 2016 restructuring actions resulted in a charge of $76.9 million in 2016, including $1.1 million of facility related charges and $75.8 million of employee related termination costs, primarily related to termination benefits associated with 810 employees. In 2016 we completed planned headcount reductions and we expect to complete facility-related restructuring actions in the first half of 2017 and record approximately $3 million of charges associated with excess facilities. We expect that the cost savings associated with the headcount and facility reductions will be offset by certain planned cost increases and investments in our business. As a result, we do not expect net operating expense reductions in 2017, as compared to 2016 levels.
Our 2015 restructuring was undertaken to enable us to increase investment in our IoT business and to reduce our cost structure through organizational efficiencies in the face of significant foreign currency depreciation relative to the U.S. Dollar and a more cautious outlook on global macroeconomic conditions. The restructuring actions resulted in charges of $43.4 million during 2015, including $1.4 million of facility related charges and $42.0 million of employee-related termination costs, primarily related to termination benefits associated with 411 employees. This reorganization resulted in net annualized expense reductions of approximately $30 million.
Our 2014 restructuring in support of integrating businesses acquired in the prior year and the continued evolution of our business model resulted in a charge of $26.8 million attributable to termination benefits associated with 283 employees, which benefits were primarily paid in fiscal 2015. This restructuring action resulted in annualized cost savings of approximately $30 million. In addition, in 2014 we recorded restructuring charges of $1.6 million, primarily associated with the completion of the restructuring actions initiated in the fourth quarter of 2013.
In 2016, 2015, and 2014, we made cash payments related to restructuring charges of $55.0 million, $53.6 million, and $20.6 million, respectively. At September 30, 2016, accrued expenses for unpaid restructuring charges totaled $36.6 million, which we expect to pay within the next twelve months.
Non-Operating Income (Expense)
 
2016
 
2015
 
2014
 
(Dollar amounts in millions)
Foreign currency losses, net
$
(1.9
)
 
$
(2.7
)
 
$
(4.5
)
Interest income
3.4

 
3.7

 
3.1

Interest expense
(29.9
)
 
(14.7
)
 
(8.2
)
Other income (expense), net
(1.8
)
 
(1.3
)
 
(1.0
)
 
$
(30.2
)
 
$
(15.1
)
 
$
(10.5
)

24



Foreign Currency Net Losses: Foreign currency net losses include costs of hedging contracts, certain realized and unrealized foreign currency transaction gains or losses, and foreign exchange gains or losses resulting from the required period-end currency re-measurement of the assets and liabilities of our subsidiaries that use the U.S. dollar as their functional currency. Because a large portion of our revenue and expenses is transacted in foreign currencies, we engage in hedging transactions involving the use of foreign currency forward contracts to reduce our exposure to fluctuations in foreign exchange rates.
Interest Income: Interest income represents earnings on the investment of our available cash balances and interest on financing provided to customers as described in Note B Summary of Significant Accounting Policies of "Notes to Consolidated Financial Statements" in this Annual Report.
Interest Expense: The increase in interest expense in 2016 compared to 2015 was due to higher amounts outstanding under our credit facility and the issuance of the 2024 6% Notes. We had $758 million total debt at September 30, 2016, compared to $668 million at September 30, 2015.
We used the net proceeds from the issuance of the notes to repay a portion of our outstanding revolving loan under our credit facility. Because the interest rate on the notes is higher than the variable rate we now pay under our credit facility, our annual interest expense will increase by about $20 million.
We had $668 million outstanding under the credit facility at September 30, 2015, compared to $612 million at September 30, 2014 (including $295 million borrowed in the fourth quarter of 2014 to fund our acquisition of Axeda and to fund an accelerated share repurchase program). The balance outstanding at September 30, 2015 reflects amounts borrowed in 2015 as a result of our acquisition of ColdLight.
The average interest rate on amounts outstanding under the credit facility was 3.0% in 2016, 1.7% in 2015 and 1.6% in 2014.
Other Income (Expense), Net: There were no significant changes to other income (expense) which is primarily made up other non-operating gains and losses.
Income Taxes
Tax Provision and Effective Income Tax Rates
 
Year ended September 30,
 
2016
 
2015
 
2014
 
(in millions)
Pre-tax income
$
(67.2
)
 
$
26.5

 
$
186.1

Tax (benefit) provision
(12.7
)
 
(21.0
)
 
25.9

Effective income tax rate
(19
)%
 
(79
)%
 
14
%
In 2016 and 2015, our effective tax rate was lower than the 35% statutory federal income tax rate due, in large part, to our corporate structure in which our foreign taxes are at an effective tax rate lower than the U.S.  A significant amount of our foreign earnings is generated by our subsidiaries organized in Ireland and, in 2016, 2015 and 2014, the foreign rate differential predominantly relates to these Irish earnings. Our foreign rate differential in 2016 and 2015 includes the continuing rate benefit from a business realignment completed on September 30, 2014 in which intellectual property was transferred between two wholly-owned foreign subsidiaries. The realignment allows us to more efficiently manage the distribution of our software to European customers. In 2016 and 2015, this realignment resulted in a tax benefit of approximately $28 million and $24 million , respectively. In fiscal 2017, we expect this realignment to result in a tax benefit of approximately $25 million. In 2016 the change in valuation allowance primarily relates to U.S. losses not benefitted, as well as the release of valuation allowance totaling $3.1 million in two foreign subsidiaries. Our provision also reflects a $6.0 million tax benefit related to a U.S. research and development tax credit which was offset by a corresponding provision to increase our U.S. valuation allowance.
Additionally, in 2015, U.S. permanent items include the tax effect of a $14.5 million expense related to the settlement of the China Investigation. Other factors that impacted the 2015 effective tax rate included: the release of a valuation allowance totaling $18.7 million relating to the U.S. pension plan termination, foreign withholding taxes of $3.8 million , a tax benefit of $3.1 million relating to the reassessment of our reserve requirements and a benefit of $1.4 million in conjunction with the reorganization of our Atego U.S. subsidiaries. Additionally, our 2015 provision reflected a $2.1 million tax benefit related to a retroactive extension of the U.S. research and development tax credit enacted in the first quarter of 2015. This benefit was offset by a corresponding provision to increase our U.S. valuation allowance.

25



In 2014, our effective tax rate was lower than the 35% statutory federal income tax rate due, in large part, to the reversal of a portion of the valuation allowance against US deferred tax assets. We recorded benefits resulting from 2014 acquisitions as described below. Other factors that impacted the rate include foreign withholding taxes of $5.1 million and the establishment of a valuation allowance totaling $3.5 million in two foreign subsidiaries. 
Acquisitions in 2014 were accounted for as business combinations.  Assets acquired, including the fair value of acquired tangible assets, intangible assets and assumed liabilities were recorded, and we recorded net deferred tax liabilities of $21.6 million in 2014, primarily related to the tax effect of acquired intangible assets that are not deductible for income tax purposes. These deferred tax liabilities reduced our net deferred tax asset balance and resulted in a tax benefit of $18.1 million in 2014, to decrease our valuation allowance in jurisdictions where we have recorded a valuation allowance (primarily the U.S.).  As these decreases in the valuation allowance are not part of the accounting for business combinations (the fair value of the assets acquired and liabilities assumed), they were recorded as an income tax benefit.

Valuation Allowance

We have concluded, based on the weight of available evidence, that a full valuation allowance continues to be required against our U.S. net deferred tax assets as they are not more likely than not to be realized in the future. We will continue to reassess whether a valuation allowance is required each financial reporting period.

Tax Audits and Examinations
In the normal course of business, PTC and its subsidiaries are examined by various taxing authorities, including the Internal Revenue Service (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. Audits by tax authorities typically involve examination of the deductibility of certain permanent items, 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.
Our Future Effective Income Tax Rate
Our future effective income tax rate may be materially impacted by the amount of income taxes associated with our foreign earnings, which are taxed at rates different from the U.S. federal statutory income tax rate, as well as the timing and extent of the realization of deferred tax assets and changes in the tax law. Further, our tax rate may fluctuate within a fiscal year, including from quarter to quarter, due to items arising from discrete events, including settlements of tax audits and assessments, the resolution or identification of tax position uncertainties, and acquisitions of other companies.
Bookings Measure
We offer both perpetual and subscription licensing options to our customers, as well as monthly software rentals for certain products. Given the difference in revenue recognition between the sale of a perpetual software license (revenue is recognized at the time of sale) and a subscription (revenue is deferred and recognized ratably over the subscription term), we use bookings for internal planning, forecasting and reporting of new license and cloud services transactions. In order to normalize between perpetual and subscription licenses, we define subscription bookings as the subscription annualized contract value (subscription ACV) of new subscription bookings multiplied by a conversion factor of 2. We arrived at the conversion factor of 2 by considering a number of variables including pricing, support, length of term, and renewal rates. We define subscription ACV as the total value of a new subscription booking divided by the term of the contract (in days) multiplied by 365. If the term of the subscription contract is less than a year, the ACV is equal to the total contract value. In 2016, the weighted average contract length of our subscription bookings was approximately 2 years.
License and subscription bookings equal subscription bookings (as described above) plus perpetual license bookings plus any monthly software rental bookings during the period. Total ACV equals subscription ACV (as described above) plus the annualized value of incremental monthly software rental bookings during the period.
Because subscription bookings is a metric we use to approximate the value of subscription sales if sold as perpetual licenses, it does not represent the actual revenue that will be recognized with respect to subscription sales or that would be recognized if the sales were perpetual licenses, nor does the annualized value of monthly software rental bookings represent the value of any such booking.
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:

26



non-GAAP revenue—GAAP revenue
non-GAAP gross margin—GAAP gross margin
non-GAAP operating income—GAAP operating income
non-GAAP operating margin—GAAP operating margin
non-GAAP net income—GAAP net income
non-GAAP diluted earnings per share—GAAP diluted earnings per share
The non-GAAP financial measures exclude fair value adjustments related to acquired deferred revenue and deferred costs, stock-based compensation expense, amortization of acquired intangible assets expense, acquisition-related charges, pension plan termination-related costs, a legal settlement accrual, restructuring charges, non-operating credit facility refinancing costs, identified discrete charges included in non-operating other expense, net and the related tax effects of the preceding items, and any other identified tax items.
These items are normally included in the comparable measures calculated and presented in accordance with GAAP. Our management excludes these items when evaluating our ongoing performance and/or predicting our earnings trends, and therefore excludes them when presenting non-GAAP financial measures. Management uses non-GAAP financial measures in conjunction with our GAAP results, as should investors.
Fair value of acquired deferred revenue  is a purchase accounting adjustment recorded to reduce acquired deferred revenue to the fair value of the remaining obligation, so our GAAP revenue after an acquisition does not reflect the full amount of revenue that would have been reported if the acquired deferred revenue was not written down to fair value. We believe excluding these adjustments to revenue from these contracts (and associated costs in fair value adjustment to deferred services cost ) is useful to investors as an additional means to assess revenue trends of our business.
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, stock options and 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-related charges included in general and administrative costs 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. In addition, subsequent adjustments to our initial estimated amount of contingent consideration associated with specific acquisitions are also included within acquisition-related charges. The occurrence and amount of these costs will vary depending on the timing and size of acquisitions.
U.S. pension plan termination-related costs  include charges related to our plan that we began terminating in the second quarter of 2014. Costs associated with termination of the plan are not considered part of our regular operations.
Legal accrual includes amounts accrued to settle our SEC and DOJ FCPA investigation in China, which was ultimately settled and paid in the second quarter of 2016 for $28.2 million, and other amounts in respect of related regulatory and other matters. We view these matters as non-ordinary course events and exclude the amounts when reviewing our operating performance.
Restructuring charges  include severance costs and excess facility restructuring charges resulting from reductions of personnel driven by modifications to our business strategy. These costs may vary in size based on our restructuring plan.
Non-operating credit facility refinancing costs are non-operating charges we record as a result of the refinancing of our credit facility. We assess our internal operations excluding these costs and believe it facilitates comparisons to the performance of other companies in our industry.
Income tax adjustments include the tax impact of the items above and assumes that we are profitable on a non-GAAP basis in the U.S. and one foreign jurisdiction, and eliminates the effect of the valuation allowance recorded against our net deferred tax assets in those jurisdictions. Additionally, we exclude other material tax items that we view as non-ordinary course.
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) for managing our business and evaluating our performance. We believe that providing non-GAAP financial measures affords investors a view of our operating results that may be more easily compared to the results of peer companies.

27



The items excluded from the non-GAAP financial measures often have a material impact on our financial results and 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.  
 
Year ended September 30,
 
2016
 
2015
 
2014
 
(in millions, except per share amounts)
GAAP revenue
$
1,140.5

 
$
1,255.2

 
$
1,357.0

Fair value of acquired deferred revenue
3.5

 
3.9

 
1.2

Non-GAAP revenue
$
1,144.0

 
$
1,259.1

 
$
1,358.2

 
 
 
 
 
 
GAAP gross margin
$
814.9

 
$
920.5

 
$
983.3

Fair value of acquired deferred revenue
3.5

 
3.9

 
1.2

Fair value to acquired deferred costs
(0.5
)
 
(0.5
)
 
(0.1
)
Stock-based compensation
10.8

 
10.2

 
10.4

Amortization of acquired intangible assets included in cost of revenue
24.6

 
19.4

 
18.1

Non-GAAP gross margin
$
853.2

 
$
953.4

 
$
1,013.0

 
 
 
 
 
 
GAAP operating income (loss)
$
(37.0
)
 
$
41.6

 
$
196.6

Fair value of acquired deferred revenue
3.5

 
3.9

 
1.2

Fair value to acquired deferred costs
(0.5
)
 
(0.5
)
 
(0.2
)
Stock-based compensation
66.0

 
50.2

 
50.9

Amortization of acquired intangible assets included in cost of revenue
24.6

 
19.4

 
18.1

Amortization of acquired intangible assets
33.2

 
36.1

 
32.1

Acquisition-related charges included in general and administrative expenses
3.5

 
8.9

 
12.7

U.S. pension plan termination-related costs (1)

 
73.2

 
0.4

Legal accrual
3.2

 
28.2

 

Restructuring charges
76.3

 
43.4

 
28.4

Non-GAAP operating income
$
172.7

 
$
304.3

 
$
340.3

 
 
 
 
 
 
GAAP net income (loss)
$
(54.5
)
 
$
47.6

 
$
160.2

Fair value of acquired deferred revenue
3.5

 
3.9

 
1.2

Fair value to acquired deferred costs
(0.5
)
 
(0.5
)
 
(0.2
)
Stock-based compensation
66.0

 
50.2

 
50.9

Amortization of acquired intangible assets included in cost of revenue
24.6

 
19.4

 
18.1

Amortization of acquired intangible assets
33.2

 
36.1

 
32.1

Acquisition-related charges included in general and administrative expenses
3.5

 
8.9

 
12.7

U.S. pension plan termination-related costs (1)

 
73.2

 
0.4

Legal accrual
3.2

 
28.2

 

Restructuring charges
76.3

 
43.4

 
28.4

Non-operating credit facility refinancing costs
2.4

 

 

Income tax adjustments (2)
(19.8
)
 
(51.1
)
 
(43.5
)
Non-GAAP net income
$
137.8

 
$
259.2

 
$
260.4

 
 
 
 
 
 
GAAP diluted earnings (loss) per share
$
(0.48
)
 
$
0.41

 
$
1.34

Fair value of acquired deferred revenue
0.03

 
0.03

 
0.01

Fair value to acquired deferred costs

 

 

Stock-based compensation
0.57

 
0.43

 
0.42

Total amortization of acquired intangible assets
0.50

 
0.48

 
0.42


28



Acquisition-related charges included in general and administrative expenses
0.03

 
0.08

 
0.11

U.S. pension plan termination-related costs

 
0.63

 

Legal accrual
0.03

 
0.24

 

Restructuring charges
0.66

 
0.37

 
0.24

Non-operating credit facility refinancing costs
0.02

 

 

Income tax adjustments (2)
(0.17
)
 
(0.44
)
 
(0.36
)
Non-GAAP diluted earnings per share (3)
$
1.19

 
$
2.23

 
$
2.17

 
 
 
 
 
 
 
Year ended September 30,
Operating margin impact of non-GAAP adjustments:
2016
 
2015
 
2014
GAAP operating margin
(3.2
)%
 
3.3
%
 
14.5
%
Fair value of acquired deferred revenue
0.3
 %
 
0.3
%
 
0.1
%
Fair value to acquired deferred costs
 %
 
%
 
%
Stock-based compensation
5.8
 %
 
4.0
%
 
3.8
%
Total amortization of acquired intangible assets
5.1
 %
 
4.4
%
 
3.7
%
Acquisition-related charges included in general and administrative expenses
0.3
 %
 
0.7
%
 
0.9
%
U.S. pension plan termination-related costs
 %
 
5.8
%
 
%
Legal accrual
0.3
 %
 
2.2
%
 
%
Restructuring charges
6.7
 %
 
3.5
%
 
2.1
%
Non-GAAP operating margin
15.1
 %
 
24.2
%
 
25.1
%
 
(1)
Represents charges related to terminating a U.S. pension plan, including a settlement loss of $66.3 million in 2015.
(2)
We have recorded a full valuation allowance against our U.S. net deferred tax assets and a valuation allowance against net deferred tax assets in certain foreign jurisdictions. As we are profitable on a non-GAAP basis, the 2016 and 2015 non-GAAP tax provisions are being calculated assuming there is no valuation allowance. Income tax adjustments for 2016 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. Additionally, we recorded a tax benefit in 2016 for the write-off of a deferred tax liability that resulted from the change in tax status of a foreign subsidiary. This tax benefit has been excluded from non-GAAP tax expense.
(3)
Diluted earnings per share impact of non-GAAP adjustments is calculated by dividing the dollar amount of the non-GAAP adjustment by the diluted weighted average shares outstanding for the respective year.
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 necessary because future events and their effects on our results and the value of our assets cannot be determined with certainty, and 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 B 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;
valuation of assets and liabilities acquired in business combinations;
valuation of goodwill;
accounting for pensions; and
legal contingencies.

29



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
Our sources of revenue include: (1) subscription, (2) support, (3) perpetual license and (4) professional services. We record revenues for software related deliverables in accordance with the guidance provided by ASC 985-605, Software-Revenue Recognition and revenues for non-software deliverables in accordance with ASC 605-25 , Revenue Recognition, Multiple-Element Arrangements when the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) delivery has occurred (generally, FOB shipping point or electronic distribution), (3) the fee is fixed or determinable, and (4) collection is probable. We exercise judgment and use estimates in connection with determining the amounts of software license and services revenues to be recognized in each accounting period. Our primary judgments involve the following:
determining whether collection is probable;
assessing whether the fee is fixed or determinable;
determining whether service arrangements, including modifications and customization of the underlying software, are not essential to the functionality of the licensed software and thus would result in the revenue for license and service elements of an agreement being recorded separately; and
determining the fair value of services and support elements included in multiple-element arrangements, which is the basis for allocating and deferring revenue for such services and support.
Our software is distributed primarily through our direct sales force. In addition, we have an indirect distribution channel through alliances with resellers. Revenue arrangements with resellers are generally recognized on a sell-through basis; that is, when we deliver the product to the end-user customer. We record consideration given to a reseller as a reduction of revenue to the extent we have recorded revenue from the reseller. We do not offer contractual rights of return, stock balancing, or price protection to our resellers, and actual product returns from them have been insignificant to date. As a result, we do not maintain reserves for reseller product returns.
At the time of each sale transaction, we must make an assessment of the collectability of the amount due from the customer. Revenue is only recognized at that time if management deems that collection is probable. In making this assessment, we consider customer credit-worthiness and historical payment experience. At that same time, we assess whether fees are fixed or determinable and free of contingencies or significant uncertainties. In assessing whether the fee is fixed or determinable, we consider the payment terms of the transaction, including transactions with payment terms that extend beyond our customary payment terms, and our collection experience in similar transactions without making concessions, among other factors. We have periodically provided financing to credit-worthy customers with payment terms up to 24 months. If the fee is determined not to be fixed or determinable, revenue is recognized only as payments become due from the customer, provided that all other revenue recognition criteria are met. Our software license arrangements generally do not include customer acceptance provisions. However, if an arrangement includes an acceptance provision, we record revenue only upon the earlier of (1) receipt of written acceptance from the customer or (2) expiration of the acceptance period.
Generally, our contracts are accounted for individually. However, when contracts are closely interrelated and dependent on each other, it may be necessary to account for two or more contracts as one to reflect the substance of the group of contracts.
Subscription
Subscription revenue includes revenue from two primary sources: (1) subscription-based licenses, and (2) cloud services.
Subscription-based licenses include the right for a customer to use our licenses, which may be on premise or in the cloud, and receive related support for a specified term and revenue is recognized ratably over the term of the arrangement. When sold in arrangements with other elements, vendor-specific objective evidence (“VSOE”) of fair value is established for the subscription-based licenses through the use of a substantive renewal clause within the customer contract for a combined annual fee that includes the term-based license and related support.
Cloud services reflect recurring revenues that include fees for hosting and application management of customers’ perpetual or subscription-based licenses. Generally, customers have the right to terminate the cloud services contract and take

30



possession of the licenses without a significant penalty. When cloud services are sold as part of a multi-element transaction, revenue is allocated to cloud services based on VSOE, and recognized ratably over the contractual term beginning on the commencement dates of each contract, which is the date the services are made available to the customer. VSOE is established for cloud services either through a substantive stated renewal option or stated contractual overage rates, as these rates represent the value the customer is willing to pay on a standalone basis. We also offer Cloud services under SaaS arrangements whereby customers access our software in the cloud. Under SaaS arrangements, customers are not entitled to terminate the cloud services and cannot take possession of the software. Cloud services include set-up fees, which are recognized ratably over the contract term or the expected customer life, whichever is longer.
Support
Support contracts generally include rights to unspecified upgrades (when and if available), telephone and internet-based support, updates and bug fixes. Support revenue is recognized ratably over the term of the support contract on a straight-line basis.
Perpetual License
Under perpetual license arrangements, we generally recognize license revenue up front upon shipment to the customer. We use the residual method to recognize revenue from perpetual license software arrangements that include one or more elements to be delivered at a future date when evidence of the fair value of all undelivered elements exists, and the elements of the arrangement qualify for separate accounting as described below. Under the residual method, the fair value of the undelivered elements (i.e., support and services) based on our VSOE of fair value is deferred and the remaining portion of the total arrangement fee is allocated to the delivered elements (i.e., perpetual software license). If evidence of the fair value of one or more of the undelivered elements does not exist, all revenues are deferred and recognized when delivery of all of those elements has occurred or when fair values can be established. We determine VSOE of the fair value of services and support revenue based upon our recent pricing for those elements when sold separately. For certain transactions, VSOE is determined based on a substantive renewal clause within a customer contract. Our current pricing practices are influenced primarily by product type, purchase volume, sales channel and customer location. We review services and support sold separately on a periodic basis and update, when appropriate, our VSOE of fair value for such elements to ensure that it reflects our recent pricing experience.
Professional Services
Our software arrangements often include implementation, consulting and training services that are sold under consulting engagement contracts or as part of the software license arrangement. When we determine that such services are not essential to the functionality of the licensed software, we record revenue separately for the license and service elements of these arrangements, provided that appropriate evidence of fair value exists for the undelivered services (i.e. VSOE of fair value). We consider various factors in assessing whether a service is not essential to the functionality of the software, including if the services may be provided by independent third parties experienced in providing such services (i.e. consulting and implementation) in coordination with dedicated customer personnel, and whether the services result in significant modification or customization of the software’s functionality. When professional services qualify for separate accounting, professional services revenues under time and materials billing arrangements are recognized as the services are performed. Professional services revenues under fixed-priced contracts are generally recognized as the services are performed using a proportionate performance model with hours or costs as the input method of attribution.
When we provide professional services that are considered essential to the functionality of the software, the arrangement does not qualify for separate accounting of the license and service elements, and the license revenue is recognized together with the consulting services using the percentage-of-completion method of contract accounting. Under such arrangements, consideration is recognized as the services are performed as measured by an observable input. In these circumstances, we separate license revenue from service revenue for income statement presentation by allocating VSOE of fair value of the consulting services as service revenue, and the residual portion as license revenue. Under the percentage-of-completion method, we estimate the stage of completion of contracts with fixed or “not to exceed” fees based on hours or costs incurred to date as compared with estimated total project hours or costs at completion. Adjustments to estimates to complete are made in the periods in which facts resulting in a change become known. When total cost estimates exceed revenues, we accrue for the estimated losses when identified. The use of the proportionate performance and percentage-of-completion methods of accounting require significant judgment relative to estimating total contract costs or hours (hours being a proxy for costs), including assumptions relative to the length of time to complete the project, the nature and complexity of the work to be performed and anticipated changes in salaries and other costs.
Reimbursements of out-of-pocket expenditures incurred in connection with providing consulting services are included in professional services revenue, with the offsetting expense recorded in cost of professional services revenue.
Training services include on-site and classroom training. Training revenues are recognized as the related training services are provided.

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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 we were compelled to revise or to account differently for our arrangements, that revision could affect our tax liability.
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.
As of September 30, 2016, we have a valuation allowance of $209.0 million against net deferred tax assets in the U.S. and a valuation allowance of $26.5 million against net deferred tax assets in certain foreign jurisdictions. We have concluded, based on the weight of available evidence, that a full valuation allowance continues to be required against our U.S. net deferred tax assets as they are not more likely than not to be realized in the future. We will continue to reassess our valuation allowance requirements each financial reporting period.
The valuation allowance recorded against net deferred tax assets of certain foreign jurisdictions is established primarily for our net operating loss carryforwards, the majority of which do not expire. There are limitations imposed on the utilization of such net operating losses that could further restrict the recognition of any tax benefits.
We have not provided for U.S. income taxes or foreign withholding taxes on foreign unrepatriated earnings as it is our current intention to permanently reinvest these earnings outside the U.S. unless it can be done with no significant tax cost, with the exception of a foreign holding company formed in 2014. In 2016, we incurred U.S. tax expense of $12 million on the repatriation of the 2016 earnings of this foreign holding company. This expense was offset by a change in the valuation allowance. If we decide to change this assertion in the future to repatriate any additional non-U.S. earnings, we may be required to establish a deferred tax liability on such earnings. The cumulative basis difference associated with the undistributed earnings of our subsidiaries totaled approximately $789 million and $684 million as of September 30, 2016 and 2015 , respectively. The amount of unrecognized deferred tax liability on the undistributed earnings cannot be practicably determined at this time. If we decide to change this assertion in the future to repatriate any additional non-U.S. earnings, we may be required to establish a deferred tax liability on such earnings.
In the normal course of business, PTC and its subsidiaries are examined by various taxing authorities, including the Internal Revenue Service (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. Audits by tax authorities typically involve examination of the deductibility of certain permanent items, 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 developed technology, core technology, tradenames, customer lists and contracts, and software support agreements and related relationships. Developed technology consists of products that have reached technological feasibility. Core technology represents a 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 a discounted cash flow model. Critical estimates in valuing certain of the intangible assets include but are not limited to:
future expected cash flows from software license sales, customer support agreements, customer contracts and related customer relationships and acquired developed technologies and trademarks and trade names;
expected costs to develop the in-process research and development into commercially viable products and estimating cash flows from the projects when completed;

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the acquired company’s brand awareness and market position, as well as assumptions about the period of time the acquired brand will continue to be used by the combined company; and
discount rates used to determine the present value of estimated future cash flows.
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. The values assigned to deferred revenue reflect an amount equivalent to the estimated cost plus an appropriate profit margin to perform the services related to the acquired company’s software support contracts.
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 and 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.
Valuation of Goodwill
Our goodwill totaled $1,169.8 million  and $1,069.0 million as of September 30, 2016 and 2015, respectively. We assess goodwill for impairment at the reporting unit level. Our reporting units are determined based on the components of our operating segments that constitute a business for which discrete financial information is available and for which operating results are regularly reviewed by segment management. Our reporting units are consistent with our operating segments. Through the second quarter of 2016, we had two operating and reportable segments: (1) Software Products and (2) Services. With a change in our organizational structure in an effort to create more effective and efficient operations and to improve customer and product focus, in the third quarter of 2016, we revised the information that our chief executive officer, who is also our chief operating decision maker (“CODM”), regularly reviews for purposes of allocating resources and assessing performance. As a result, effective in the third quarter of 2016, we changed our operating and reportable segments from two to three: (1) the Solutions Group, (2) the IoT Group and (3) Professional Services.
As of September 30, 2016 , goodwill and acquired intangible assets in the aggregate attributable to our Solutions Group, IoT Group and Professional Services segment was $1,196.6 million , $252.8 million and $30.7 million , respectively. As of September 30, 2015, goodwill and acquired intangible assets in the aggregate attributable to our software products reportable segment and our services reportable segment was $1,297.9 million and $62.4 million , respectively. We test goodwill for impairment in the third quarter of our fiscal year, or on an interim basis if an event occurs or circumstances change that would, more likely than not, reduce the fair value of a reporting segment below its carrying value. Factors we consider important (on an overall company basis and reportable segment basis, as applicable) that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in our use of the acquired assets or a significant change in the strategy for our business, significant negative industry or economic trends, a significant decline in our stock price for a sustained period, or a reduction of our market capitalization relative to net book value.
We completed our annual goodwill impairment review as of July 2, 2016 and concluded that no impairment charge was required as of that date. To conduct our test of goodwill, the fair value of each reporting unit is compared 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 implied fair value. We estimate the fair values of our reporting units using discounted cash flow valuation models. Those models require estimates of future revenues, profits, capital expenditures, working capital,

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terminal values based on revenue multiples, and discount rates for each reporting unit. We estimate these amounts by evaluating historical trends, current budgets, operating plans and industry data. The estimated fair value of each reporting unit was at least approximately twice its carrying value as of July 2, 2016 .
Accounting for Pensions
We sponsor several international pension plans. We make assumptions that are used in calculating the expense and liability of these plans. These key assumptions include the expected long-term rate of return on plan assets and the discount rate used to determine the present value of benefit obligations. In selecting the expected long-term rate of return on assets, we consider the average future rate of earnings expected on the funds invested to provide for the benefits under the pension plan. This includes considering the plans' asset allocations and the expected returns likely to be earned over the life of the plans. The discount rate reflects the estimated rate at which an amount that is invested in a portfolio of high-quality debt instruments would provide the future cash flows necessary to pay benefits when they come due. The actuarial assumptions used by us may differ materially from actual results due to changing market and economic conditions or longer or shorter life spans of the participants. Our actual results could differ materially from those we estimated, which could require us to record a greater amount of pension expense in future years and/or require higher than expected cash contributions.
Accounting and reporting for these plans requires the use of country-specific assumptions for discount rates and expected rates of return on assets. We apply a consistent methodology in determining the key assumptions that, in addition to future experience assumptions such as mortality rates, are used by our actuaries to determine our liability and expense for each of these plans. The discount rate for Germany was selected with reference to a spot-rate yield curve based on the yields of AA-rated Euro-denominated corporate bonds. In addition, our actuarial consultants determine the expense and liabilities of the plan using other assumptions for future experience, such as mortality rates. In determining our pension cost for 2016, 2015, and 2014, we used weighted average discount rates of 2.2% , 2.4% and 3.3% , respectively, and weighted average expected returns on plan assets of 5.7% , 5.8% and 5.7% , respectively. In 2016 , 2015 and 2014, our actual return (loss) on plan assets was $1.7 million , $(0.4) million and $3.5 million, respectively. If actual returns are below our expected rates of return, it will impact the amount and timing of future contributions and expense for these plans.
As of September 30, 2016 and 2015, our plans in total were underfunded, representing the difference between our projected benefit obligation and fair value of plan assets, by $30.8 million and $20.2 million , respectively. The projected benefit obligation as of September 30, 2016 was determined using a weighted average discount rate of 1.3% . The most sensitive assumptions used in calculating the expense and liability of our pension plans are the discount rate and the expected return on plan assets. Total GAAP net periodic pension cost was $2.0 million in 2016 and we expect it to be approximately $2.7 million in 2017. A 50 basis point change to our discount rate and expected return on plan assets assumptions would have changed our pension expense for the year ended September 30, 2016 by less than $1 million. A 50 basis point decrease in our discount rate assumptions would increase our projected benefit obligation as of September 30, 2015 by approximately $8 million.
Legal Contingencies
We are periodically subject to various legal claims and involved in various legal proceedings. We routinely review the status of each significant matter and assess our potential financial exposure. If the potential loss from any matter is considered probable and the amount can be reasonably estimated, we record a liability for the estimated loss. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable. Because of inherent uncertainties related to these legal matters, we base our loss accruals on the best information available at the time. Further, estimates of this nature are highly subjective, and the final outcome of these matters could vary significantly from the amounts that have been included in the accompanying Consolidated Financial Statements. As additional information becomes available, we reassess our potential liability and may revise our estimates. Such revisions could have a material impact on future quarterly or annual results of operations.
Liquidity and Capital Resources
 

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September 30,
 
2016
 
2015
 
2014
 
(in thousands)
Cash and cash equivalents
$
277,935

 
$
273,417

 
$
293,654

Marketable securities
49,616

 

 

Total
$
327,551

 
$
273,417

 
$
293,654

 
 
 
 
 
 
Activity for the year included the following:
 
 
 
 
 
Cash provided by operating activities
$
183,168

 
$
179,903

 
$
304,552

Cash used by investing activities
(237,156
)
 
(140,039
)
 
(348,800
)
Cash provided (used) by financing activities
51,699

 
(42,155
)
 
105,353