FORM 10-K
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Massachusetts
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04-2866152
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $.01 par value per share
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NASDAQ Global Select Market
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Large Accelerated Filer
þ
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Accelerated Filer
o
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Non-accelerated Filer
o
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Smaller Reporting Company
o
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(Do not check if a smaller reporting company)
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Page
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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Item 7A.
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Item 8.
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Item 9.
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Item 9A.
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Item 9B.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16.
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ITEM 1.
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Business
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ITEM 1A.
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Risk Factors
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•
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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;
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a significant percentage of our orders comes from transactions with large customers, which tend to have long lead times that are less predictable;
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our mix of license, subscription and service revenues can vary from quarter to quarter, creating variability in our financial results;
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one or more industries that we serve may have weak or negative growth;
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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;
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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
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•
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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.
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•
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larger companies that offer competitive solutions;
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larger, more well-known enterprise software providers with greater financial, technical, sales and marketing, and other resources; and
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other vendors of various competitive point solutions or IoT platforms.
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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;
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•
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unanticipated operating difficulties in connection with the acquired entities, including potential declines in revenue of the acquired entity;
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•
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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;
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diversion of management and employee attention;
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loss of key personnel;
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assumption of unanticipated legal or financial liabilities or other unidentified issues with the acquired business;
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potential incompatibility of business cultures;
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significant increases in our interest expense, leverage and debt service requirements if we incur additional debt to pay for an acquisition; and
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•
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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.
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difficulties in staffing and managing foreign sales and development operations;
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possible future limitations upon foreign-owned businesses;
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increased financial accounting and reporting burdens and complexities;
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inadequate local infrastructure; and
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greater difficulty in protecting our intellectual property.
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•
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changes in tax laws, regulations, and interpretations in multiple jurisdictions in which we operate;
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•
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assessments, and any related tax interest or penalties, by taxing authorities;
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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;
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changes to the financial accounting rules for income taxes;
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unanticipated changes in tax rates; and
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changes to a valuation allowance on net deferred tax assets, if any.
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make it more difficult for us to satisfy our debt obligations and other ongoing business obligations, which may result in defaults;
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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;
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limit our ability to obtain additional financing to fund future working capital, capital expenditures, acquisitions or other general corporate requirements;
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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;
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increase our vulnerability to the impact of adverse economic and industry conditions;
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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;
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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;
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place us at a competitive disadvantage compared to other, less leveraged competitors; and
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increase our cost of borrowing.
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ITEM 1B.
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Unresolved Staff Comments
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ITEM 2.
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Properties
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ITEM 3.
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Legal Proceedings
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ITEM 4.
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Mine Safety Disclosures
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ITEM 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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ITEM 6.
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Selected Financial Data
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ITEM 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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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;
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a decline in professional services revenue of 13%, consistent with our strategy to migrate more service engagements to our partners;
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a challenging macroeconomic environment; and
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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.
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Year Ended
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Constant Currency Change
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September 30, 2016
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September 30, 2015
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Revenue
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Change
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(in millions)
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Subscription
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$
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118.3
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$
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65.2
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81
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%
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83
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%
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Support
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651.8
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681.5
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(4
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)%
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(2
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)%
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Total recurring software revenue
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770.1
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746.8
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3
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%
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5
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%
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Perpetual license
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173.5
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282.8
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(39
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)%
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(37
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)%
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Total software revenue
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943.6
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1,029.5
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(8
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)%
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(6
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)%
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Professional services
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196.9
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225.7
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(13
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)%
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(10
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)%
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Total revenue
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$
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1,140.5
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$
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1,255.2
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(9
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)%
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(7
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)%
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2016
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2015
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Percent Change 2015 to 2016
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2014
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Percent Change 2014 to 2015
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Actual
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Constant
Currency
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Actual
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Constant
Currency
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(Dollar amounts in millions, except per share data)
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Subscription revenue
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$
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118.3
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$
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65.2
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81
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%
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83
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%
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$
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27.1
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140
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%
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152
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%
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Support revenue
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651.8
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681.5
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(4
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)%
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(2
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)%
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688.5
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(1
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)%
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7
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%
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Total recurring software revenue
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770.1
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746.8
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3
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%
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5
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%
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715.6
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4
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%
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12
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%
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Perpetual license
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173.5
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282.8
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(39
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)%
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(37
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)%
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362.6
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(22
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)%
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(15
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)%
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Total software revenue
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943.6
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1,029.5
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(8
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)%
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(6
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)%
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1,078.2
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(5
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)%
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3
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%
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Professional services revenue
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196.9
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225.7
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(13
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)%
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(10
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)%
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278.7
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(19
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)%
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(12
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)%
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Total revenue
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1,140.5
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1,255.2
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(9
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)%
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(7
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)%
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1,357.0
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(7
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)%
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—
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%
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Total cost of revenue
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325.7
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334.7
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(3
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)%
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373.7
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(10
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)%
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Gross margin
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814.9
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920.5
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(11
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)%
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983.3
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(6
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)%
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Operating expenses
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851.9
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878.9
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(3
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)%
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786.7
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12
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%
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Total costs and expenses (1)
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1,177.5
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1,213.6
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(3
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)%
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(1
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)%
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1,160.4
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5
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%
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9
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%
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|||
Operating income (loss) (1)
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$
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(37.0
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)
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$
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41.6
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(189
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)%
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(182
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)%
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$
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196.6
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(79
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)%
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(57
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)%
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Non-GAAP operating income (1)
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$
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172.7
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$
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304.3
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(43
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)%
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(41
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)%
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$
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340.3
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(11
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)%
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|
5
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%
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Operating margin (1)
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(3.2
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)%
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3.3
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%
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|
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14.5
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%
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|
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|||||||
Non-GAAP operating margin (1)
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15.1
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%
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24.2
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%
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25.1
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%
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|||||||
Diluted earnings (loss) per share (2)
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$
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(0.48
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)
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$
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0.41
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|
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$
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1.34
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||||
Non-GAAP diluted earnings per share (2)
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$
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1.19
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$
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2.23
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$
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2.17
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|
|
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||||
Cash flow from operations
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$
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183.2
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|
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$
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179.9
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|
|
|
|
|
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$
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304.6
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|
|
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(1)
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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.
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(2)
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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 $18.1 million related to the release of a portion of the valuation allowance as a result of deferred
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|
September 30, 2016
|
|
September 30, 2015
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(Dollar amounts in millions)
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||||||
Unbilled deferred revenue
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$
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369
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$
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211
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Deferred revenue
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414
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|
|
387
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Total
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$
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783
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$
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598
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% of Total Revenue
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|||||||
|
Year ended September 30,
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2016
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|
2015
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|
2014
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|||
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(Dollar amounts in millions)
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|||||||
Subscription revenue
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10
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%
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|
5
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%
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|
2
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%
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Support revenue
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57
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%
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|
54
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%
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|
51
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%
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Total recurring software revenue
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68
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%
|
|
59
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%
|
|
53
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%
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Perpetual license revenue
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15
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%
|
|
23
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%
|
|
27
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%
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Total software revenue
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83
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%
|
|
82
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%
|
|
79
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%
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Professional Services revenue
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17
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%
|
|
18
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%
|
|
21
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%
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Total revenue
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100
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%
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|
100
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%
|
|
100
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%
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Revenue by Group
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Year ended September 30,
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||||||||||||||||||||||
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|
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Percent Change
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|
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Percent Change
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|
||||||||||||||
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2016
|
|
Actual
|
|
Constant
Currency
|
|
2015
|
|
Actual
|
|
Constant
Currency
|
|
2014
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||||||||||
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(Dollar amounts in millions)
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||||||||||||||||||||||
Solutions Group
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|
|
|
|
|
|
|
|
|
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|
||||||||||
Subscription
|
$
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75.4
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|
|
112
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%
|
|
115
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%
|
|
$
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35.6
|
|
|
52
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%
|
|
66
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%
|
|
$
|
23.3
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|
Support
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641.6
|
|
|
(5
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)%
|
|
(3
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)%
|
|
676.4
|
|
|
(2
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)%
|
|
6
|
%
|
|
688.1
|
|
|||
Total recurring software revenue
|
717.0
|
|
|
1
|
%
|
|
3
|
%
|
|
712.0
|
|
|
—
|
%
|
|
8
|
%
|
|
711.5
|
|
|||
Perpetual license
|
154.2
|
|
|
(43
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)%
|
|
(41
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)%
|
|
268.3
|
|
|
(26
|
)%
|
|
(19
|
)%
|
|
362.0
|
|
|||
Total software revenue
|
871.2
|
|
|
(11
|
)%
|
|
(9
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)%
|
|
980.3
|
|
|
(9
|
)%
|
|
(1
|
)%
|
|
1,073.4
|
|
|||
Professional services
|
189.0
|
|
|
(15
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)%
|
|
(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
|
|
|
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
|
%
|
|
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
|
%
|
|
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.
|
(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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
2016
|
|
Percent
Change |
|
2015
|
|
Percent
Change |
|
2014
|
||||||
|
(Dollar amounts in millions)
|
||||||||||||||
U.S. pension termination loss
|
$
|
—
|
|
|
|
|
$
|
66.3
|
|
|
|
|
$
|
—
|
|
% of total revenue
|
—
|
%
|
|
|
|
5
|
%
|
|
|
|
—
|
%
|
|
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
|
%
|
|
2016
|
|
2015
|
|
2014
|
||||||
|
(Dollar amounts in millions)
|
||||||||||
Restructuring charges
|
$
|
76.3
|
|
|
$
|
43.4
|
|
|
$
|
28.4
|
|
% of total revenue
|
7
|
%
|
|
3
|
%
|
|
2
|
%
|
|
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
|
)
|
|
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
|
%
|
•
|
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
|
|
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
|
|
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.
|
•
|
revenue recognition;
|
•
|
accounting for income taxes;
|
•
|
valuation of assets and liabilities acquired in business combinations;
|
•
|
valuation of goodwill;
|
•
|
accounting for pensions; and
|
•
|
legal contingencies.
|
•
|
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.
|
•
|
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;
|
•
|
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.
|
|
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
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Acquisitions of businesses, net of cash acquired
|
$
|
(165,802
|
)
|
|
$
|
(98,411
|
)
|
|
$
|
(323,525
|
)
|
Additions to property and equipment
|
(26,189
|
)
|
|
(30,628
|
)
|
|
(25,275
|
)
|
|||
Purchases of investments
|
(45,165
|
)
|
|
(11,000
|
)
|
|
—
|
|
|||
|
$
|
(237,156
|
)
|
|
$
|
(140,039
|
)
|
|
$
|
(348,800
|
)
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Borrowings under debt agreements
|
$
|
670,000
|
|
|
$
|
185,000
|
|
|
$
|
1,386,250
|
|
Repayments of borrowings under credit facility
|
(580,000
|
)
|
|
(128,750
|
)
|
|
(1,032,500
|
)
|
|||
Repurchases of common stock
|
—
|
|
|
(64,940
|
)
|
|
(224,915
|
)
|
|||
Proceeds from issuance of common stock
|
21
|
|
|
41
|
|
|
877
|
|
|||
Payments of withholding taxes in connection with vesting of stock-based awards
|
(20,939
|
)
|
|
(29,207
|
)
|
|
(26,857
|
)
|
|||
Excess tax benefits from stock-based awards
|
93
|
|
|
24
|
|
|
10,428
|
|
|||
Credit facility origination costs
|
(6,855
|
)
|
|
—
|
|
|
(7,930
|
)
|
|||
Contingent consideration
|
$
|
(10,621
|
)
|
|
$
|
(4,323
|
)
|
|
$
|
—
|
|
|
$
|
51,699
|
|
|
$
|
(42,155
|
)
|
|
$
|
105,353
|
|
|
Ratio as of September 30, 2016
|
||
Total Leverage Ratio
Ratio of consolidated total indebtedness to the consolidated trailing four quarters EBITDA, not to exceed 4.00 to 1.00 as of the last day of any fiscal quarter.
|
3.55
|
to
|
1.00
|
Fixed Charge Coverage Ratio
Ratio of consolidated trailing four quarters EBITDA less consolidated capital expenditures to consolidated fixed charges as of the last day of any fiscal quarter, to be not less than 3.50 to 1.00.
|
7.14
|
to
|
1.00
|
Senior Secured Leverage Ratio
Ratio of senior consolidated total indebtedness (which excludes unsecured indebtedness) to consolidated trailing four quarters EBITDA as of the last day of any fiscal quarter, not to exceed 3.00 to 1.00.
|
1.18
|
to
|
1.00
|
|
Payments due by period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less than
1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than
5 years
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Debt (1)
|
$
|
1,025.2
|
|
|
$
|
38.9
|
|
|
$
|
336.3
|
|
|
$
|
60.0
|
|
|
$
|
590.0
|
|
Operating leases (2)
|
156.0
|
|
|
40.0
|
|
|
61.5
|
|
|
37.7
|
|
|
16.8
|
|
|||||
Purchase obligations (3)
|
45.4
|
|
|
25.5
|
|
|
19.6
|
|
|
0.3
|
|
|
—
|
|
|||||
Pension liabilities (4)
|
30.8
|
|
|
2.2
|
|
|
4.8
|
|
|
5.4
|
|
|
18.4
|
|
|||||
Unrecognized tax benefits (5)
|
15.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
1,272.9
|
|
|
$
|
106.6
|
|
|
$
|
422.1
|
|
|
$
|
103.4
|
|
|
$
|
625.2
|
|
(1)
|
Includes required principal repayments and interest and commitment fees on our 2024 6% Notes and our revolving credit facility based on the balance outstanding as of September 30, 2016 and the interest rates in effect as of September 30, 2016, 6.0% for our 2024 6% Notes and 2.56% for our revolving credit facility. The credit facility matures on September 15, 2019, when all remaining amounts outstanding will be due and payable in full. In November 2016 we borrowed an additional $60 million under our revolving credit facility. Principal and interest on the additional borrowing are not included in the contractual obligations above.
|
(2)
|
The future minimum lease payments above include minimum future lease payments for excess facilities under noncancelable operating leases. These leases qualify for operating lease accounting treatment and, as such, are not included on our balance sheet. See Note I
Commitments and Contingencies
of “Notes to Consolidated Financial Statements” in this Annual Report for additional information regarding our operating leases.
|
(3)
|
Purchase obligations represent minimum commitments due to third parties, including royalty contracts, research and development contracts, telecommunication contracts, information technology maintenance contracts in support of internal-use software and hardware and other marketing and consulting contracts. Contracts for which our commitment is variable, based on volumes, with no fixed minimum quantities, and contracts that can be canceled without payment penalties have been excluded. The purchase obligations included above are in addition to amounts included in current liabilities and prepaid expenses recorded on our September 30, 2016 consolidated balance sheet.
|
(4)
|
These obligations relate to our international pension plans. These liabilities are not subject to fixed payment terms. Payments have been estimated based on the plans’ current funded status, planned employer contributions and actuarial assumptions. In addition, we may, at our discretion, make additional voluntary contributions to the plans. See Note M
Pension Plans
of “Notes to Consolidated Financial Statements” in this Annual Report for further discussion.
|
(5)
|
As of September 30, 2016, we had recorded total unrecognized tax benefits of
$15.5 million
. This liability is not subject to fixed payment terms and the amount and timing of payments, if any, which we will make related to this liability, are not known. See Note G
Income Taxes
of “Notes to Consolidated Financial Statements” in this Annual Report for additional information.
|
|
September 30,
|
||||||
Currency Hedged
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Canadian/U.S. Dollar
|
$
|
14,685
|
|
|
$
|
17,448
|
|
Euro/U.S. Dollar
|
174,120
|
|
|
82,917
|
|
||
British Pound/Euro
|
1,382
|
|
|
9,409
|
|
||
Israeli Sheqel/U.S. Dollar
|
7,271
|
|
|
4,607
|
|
||
Japanese Yen/Euro
|
32,782
|
|
|
25,133
|
|
||
Japanese Yen/USD
|
6,716
|
|
|
—
|
|
||
Swiss Franc/U.S. Dollar
|
730
|
|
|
5,149
|
|
||
All other
|
11,848
|
|
|
12,592
|
|
||
Total
|
$
|
249,534
|
|
|
$
|
157,255
|
|
Currency Hedged
|
September 30,
2016 |
|
September 30,
2015 |
||||
|
(in thousands)
|
||||||
Euro / U.S. Dollar
|
$
|
26,181
|
|
|
$
|
—
|
|
Japanese Yen / U.S. Dollar
|
8,800
|
|
|
—
|
|
||
SEK / U.S. Dollar
|
4,078
|
|
|
—
|
|
||
Total
|
$
|
39,059
|
|
|
$
|
—
|
|
•
|
Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
|
•
|
Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
•
|
Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
|
Name
|
|
Age
|
|
Position
|
James Heppelmann
|
|
52
|
|
President and Chief Executive Officer
|
Craig Hayman
|
|
53
|
|
Group President, Solutions
|
Andrew Miller
|
|
56
|
|
Executive Vice President, Chief Financial Officer
|
Barry Cohen
|
|
72
|
|
Executive Vice President, Strategy
|
Matthew Cohen
|
|
40
|
|
Executive Vice President, Global Services
|
Anthony DiBona
|
|
61
|
|
Executive Vice President, Global Support
|
Robert Gremley
|
|
51
|
|
Group President, IoT Group
|
Aaron von Staats
|
|
50
|
|
Corporate Vice President, General Counsel and Secretary
|
1.
|
Financial Statements
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
2.
|
Financial Statement Schedules
|
|
|
Schedules have been omitted since they are either not required, not applicable, or the information is otherwise included in the Financial Statements per Item 15(a)1 above.
|
|
|
|
|
3.
|
Exhibits
|
|
|
The list of exhibits in the Exhibit Index is incorporated herein by reference.
|
|
|
|
|
|
PTC Inc.
|
|
|
|
|
|
By:
|
/s/ J
AMES
H
EPPELMANN
|
|
|
James Heppelmann
President and Chief Executive Officer
|
Signature
|
|
Title
|
(i) Principal Executive Officer:
|
|
|
|
|
|
/s/ J
AMES
H
EPPELMANN
|
|
President and Chief Executive Officer
|
James Heppelmann
|
|
|
|
|
|
(ii) Principal Financial and Accounting Officer:
|
|
|
|
|
|
/s/ A
NDREW
M
ILLER
|
|
Executive Vice President and Chief Financial Officer
|
Andrew Miller
|
|
|
|
|
|
(iii) Board of Directors:
|
|
|
|
|
|
/s/ R
OBERT
S
CHECHTER
|
|
Chairman of the Board of Directors
|
Robert Schechter
|
|
|
|
|
|
/s/ J
ANICE
C
HAFFIN
|
|
Director
|
Janice Chaffin
|
|
|
|
|
|
/s/
P
HILLIP
F
ERNANDEZ
|
|
Director
|
Phillip Fernandez
|
|
|
|
|
|
/s/ D
ONALD
G
RIERSON
|
|
Director
|
Donald Grierson
|
|
|
|
|
|
/s/ J
AMES
H
EPPELMANN
|
|
Director
|
James Heppelmann
|
|
|
|
|
|
/s/ K
LAUS
H
OEHN
|
|
Director
|
Klaus Hoehn
|
|
|
|
|
|
/s/ P
AUL
L
ACY
|
|
Director
|
Paul Lacy
|
|
|
|
|
|
/s/ R
ENATO
Z
AMBONINI
|
|
Director
|
Renato Zambonini
|
|
|
Exhibit
Number
|
|
|
Exhibit
|
|
|
|
|
1
|
|
—
|
Underwriting Agreement, dated May 4, 2016, by and between PTC Inc. and J.P. Morgan Securities LLC, as the representative of the several underwriters named therein (filed as Exhibit 1.1 to our Current Report on Form 8-K filed on May 5, 2016 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
2.1
|
|
—
|
Asset Purchase Agreement dated as of October 9, 2015 by and between PTC Inc. and Qualcomm Connected Experiences, Inc. (filed as Exhibit 10.1 to our Current Report on Form 8-K dated October 13, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
2.2
|
|
—
|
Stock Purchase Agreement dated December 22, 2015 by and among PTC Inc., EAP Holdings, Inc., Kepware, Inc., and the Seller Owners listed on Schedule I of the Stock Purchase Agreement (filed as Exhibit 10.1 to our Current Report on Form 8-K dated December 22, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
3.1
|
|
—
|
Restated Articles of Organization of PTC Inc. adopted August 4, 2015 (filed as exhibit 3.1 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
3.2
|
|
—
|
By-Laws, as amended and restated, of PTC Inc. (filed as Exhibit 3.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
4.1
|
|
—
|
Indenture, dated as of May 12, 2016, by and between the Company and The Bank of New York Mellon, as Trustee (filed as Exhibit 4.1 to our Current Report on Form 8-K filed on May 18, 2016 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
4.2
|
|
—
|
First Supplemental Indenture, dated as of May 12, 2016, by and between the Company and The Bank of New York Mellon, as Trustee (filed as Exhibit 4.2 to our Current Report on Form 8-K filed on May 18, 2016 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
4.3
|
|
—
|
6.000% Senior Notes due 2024 (filed as Exhibit 4.3 to our Current Report on Form 8-K filed on May 18, 2016 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.1*
|
|
—
|
2000 Equity Incentive Plan (filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 2, 2016 and incorporated herein by reference).
|
|
|
|
|
10.1.2*
|
|
—
|
Form of Restricted Stock Agreement (Non-Employee Director) (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2009 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.3*
|
|
—
|
Form of Restricted Stock Agreement (Employee) (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.4
|
|
—
|
Form of Restricted Stock Unit Certificate (Non-U.S.) (filed as Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.5
|
|
—
|
Form of Incentive Stock Option Certificate (filed as Exhibit 10.5 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.6*
|
|
—
|
Form of Nonstatutory Stock Option Certificate (filed as Exhibit 10.6 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
10.1.7*
|
|
—
|
Form of Stock Appreciation Right Certificate (filed as Exhibit 10.7 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.8*
|
|
—
|
Form of Restricted Stock Unit Certificate (Non-Employee Director) (filed as Exhibit 10.1.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 30, 2013 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.1.9
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S.).
|
|
|
|
|
10.1.10
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S.).
|
|
|
|
|
10.1.11
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S.).
|
|
|
|
|
10.1.12
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S. EVP).
|
|
|
|
|
10.1.13*
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S. Section 16).
|
|
|
|
|
10.1.14
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S. EVP).
|
|
|
|
|
10.1.15
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S).
|
|
|
|
|
10.1.16*
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S. Section 16).
|
|
|
|
|
10.1.17*
|
|
—
|
Form of Restricted Stock Unit Certificate (U.S. Section 16).
|
|
|
|
|
10.2*
|
|
—
|
2009 Executive Cash Incentive Performance Plan (filed as Exhibit 10.5 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2012 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.3*
|
|
—
|
2016 Employee Stock Purchase Plan.
|
|
|
|
|
10.4*
|
|
—
|
Amended and Restated Executive Agreement with James Heppelmann, President and Chief Executive Officer, dated May 7, 2010 (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended April 3, 2010 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.5*
|
|
—
|
Amendment to Executive Agreement dated as of November 18, 2011 by and between PTC Inc. and James Heppelmann to Amended and Restated Executive Agreement dated as of May 7, 2010 by and between PTC and James Heppelmann (filed as Exhibit 10.2 to our Current Report on Form 8-K dated November 15, 2011 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.6*
|
|
—
|
Amendment to Executive Agreement by and between PTC Inc. and James Heppelmann dated May 13, 2013 (filed as Exhibit 10.9 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2013 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.7*
|
|
—
|
Amendment to Executive Agreement by and between PTC Inc. and James Heppelmann dated August 4, 2015 (filed as Exhibit 10.1 to our Current Report on Form 8-K dated August 10, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.8*
|
|
—
|
Form of Amended and Restated Executive Agreement by and between PTC Inc. and each of Barry Cohen, Anthony DiBona, and Aaron von Staats (filed as Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter dated April 3, 2010 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
10.9*
|
|
—
|
Form of Amendment to Amended and Restated Executive Agreement entered into as of November 18, 2011 by and between PTC Inc. and each of Barry Cohen, Anthony DiBona, and Aaron von Staats (filed as Exhibit 10.3 to our Current Report on Form 8-K dated November 15, 2011 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.10*
|
|
—
|
Executive Agreement dated April 16, 2014 between PTC Inc. and Matthew Cohen (filed as Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended March 29, 2014 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.11*
|
|
—
|
Executive Agreement dated February 11, 2015 between PTC Inc. and Andrew Miller (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended April 4, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.12*
|
|
—
|
Form of Amendment to Executive Agreement dated August 4, 2015 by and between PTC Inc. and each of Andrew Miller, Barry Cohen, Matthew Cohen, Anthony DiBona, and Aaron von Staats (filed as Exhibit 10.2 to our Current Report on Form 8-K dated August 10, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.13*
|
|
—
|
Amended and Restated Executive Agreement dated May 7, 2010, as amended, between PTC Inc. and Robert Gremley (filed as exhibit 10.12 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2015 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.14
|
|
—
|
Executive Agreement dated December 2, 2015 between PTC Inc. and Craig Hayman.
|
|
|
|
|
10.15
|
|
—
|
Lease dated December 14, 1999 by and between PTC Inc. and Boston Properties Limited Partnership (filed as Exhibit 10.21 to our Annual Report on Form 10-K for the fiscal year ended September 30, 2000 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.16
|
|
—
|
Third Amendment to Lease Agreement dated as of October 27, 2010 by and between Boston Properties Limited Partnership and PTC Inc. (filed as Exhibit 10.1 to our Current Report on Form 8-K dated November 8, 2010 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.17
|
|
—
|
Credit Agreement dated as of November 4, 2015 by and among PTC Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (filed as Exhibit 10 to our Current Report on Form 8-K dated November 4, 2015 (File No.
0-18059) and incorporated herein by reference).
|
|
|
|
|
10.18
|
|
—
|
Amendment No. 1 dated April 18, 2016 to Credit Agreement dated as of November 4, 2015 by and among PTC Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (filed as Exhibit 99.3 to our Current Report on Form 8-K filed on April 20, 2016 (File No. 0-18059) and incorporated herein by reference).
|
|
|
|
|
10.19
|
|
—
|
Amendment No. 2 dated June 1, 2016 to Credit Agreement dated as of November 4, 2015 by and among PTC Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2016 (File No.
0-18059) and incorporated herein by reference).
|
|
|
|
|
10.20
|
|
—
|
Amendment No. 3 dated September 21, 2016 to Credit Agreement dated as of November 4, 2015 by and among PTC Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto.
|
|
|
|
|
21.1
|
|
—
|
Subsidiaries of PTC Inc.
|
|
|
|
|
23.1
|
|
—
|
Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
|
|
|
|
|
31.1
|
|
—
|
Certification of the Chief Executive Officer Pursuant to Exchange Act Rules 13(a)-14(a) and 15d-14(a).
|
|
|
|
31.2
|
|
—
|
Certification of the Chief Financial Officer Pursuant to Exchange Act Rules 13(a)-14(a) and 15d-14(a).
|
|
|
|
|
32**
|
|
—
|
Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
|
|
|
|
|
101
|
|
—
|
The following materials from PTC Inc.'s Annual Report on Form 10-K for the year ended September 30, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of September 30, 2016 and 2015; (ii) Consolidated Statements of Operations for the years ended September 30, 2016, 2015 and 2014; (iii) Consolidated Statements of Comprehensive Income for the years ended September 30, 2016, 2015 and 2014; (iv) Consolidated Statements of Cash Flows for the years ended September 30, 2016, 2015 and 2014; (v) Consolidated Statements of Stockholders’ Equity for the years ended September 30, 2016, 2015 and 2014; and (vi) Notes to Consolidated Financial Statements.
|
*
|
Identifies a management contract or compensatory plan or arrangement in which an executive officer or director of PTC participates.
|
**
|
Indicates that the exhibit is being furnished with this report and is not filed as a part of it.
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
277,935
|
|
|
$
|
273,417
|
|
Short term marketable securities
|
18,695
|
|
|
—
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,012 and $998 at September 30, 2016 and 2015, respectively
|
161,357
|
|
|
197,275
|
|
||
Prepaid expenses
|
52,819
|
|
|
56,365
|
|
||
Other current assets
|
131,783
|
|
|
140,819
|
|
||
Deferred tax assets
|
—
|
|
|
36,803
|
|
||
Total current assets
|
642,589
|
|
|
704,679
|
|
||
Property and equipment, net
|
67,113
|
|
|
65,162
|
|
||
Goodwill
|
1,169,813
|
|
|
1,069,041
|
|
||
Acquired intangible assets, net
|
310,305
|
|
|
291,301
|
|
||
Long term marketable securities
|
30,921
|
|
|
—
|
|
||
Deferred tax assets
|
89,692
|
|
|
38,936
|
|
||
Other assets
|
41,820
|
|
|
40,794
|
|
||
Total assets
|
$
|
2,352,253
|
|
|
$
|
2,209,913
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
18,022
|
|
|
$
|
13,361
|
|
Accrued expenses and other current liabilities
|
84,141
|
|
|
97,613
|
|
||
Accrued compensation and benefits
|
145,633
|
|
|
82,414
|
|
||
Accrued income taxes
|
6,303
|
|
|
4,010
|
|
||
Deferred tax liabilities
|
—
|
|
|
1,622
|
|
||
Current portion of long term debt
|
—
|
|
|
50,000
|
|
||
Deferred revenue
|
400,420
|
|
|
368,240
|
|
||
Total current liabilities
|
654,519
|
|
|
617,260
|
|
||
Long term debt, net of current portion
|
758,125
|
|
|
618,125
|
|
||
Deferred tax liabilities
|
13,754
|
|
|
42,361
|
|
||
Deferred revenue
|
13,237
|
|
|
18,610
|
|
||
Other liabilities
|
69,952
|
|
|
53,386
|
|
||
Total liabilities
|
1,509,587
|
|
|
1,349,742
|
|
||
Commitments and contingencies (Note I)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 5,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 500,000 shares authorized; 114,968 and 113,745 shares issued and outstanding at September 30, 2016 and 2015, respectively
|
1,150
|
|
|
1,137
|
|
||
Additional paid-in capital
|
1,598,548
|
|
|
1,553,390
|
|
||
Accumulated deficit
|
(657,079
|
)
|
|
(602,614
|
)
|
||
Accumulated other comprehensive loss
|
(99,953
|
)
|
|
(91,742
|
)
|
||
Total stockholders’ equity
|
842,666
|
|
|
860,171
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,352,253
|
|
|
$
|
2,209,913
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscription
|
$
|
118,322
|
|
|
$
|
65,239
|
|
|
$
|
27,137
|
|
Support
|
651,807
|
|
|
681,524
|
|
|
688,502
|
|
|||
Total recurring software revenue
|
770,129
|
|
|
746,763
|
|
|
715,639
|
|
|||
Perpetual license
|
173,467
|
|
|
282,760
|
|
|
362,602
|
|
|||
Total software revenue
|
943,596
|
|
|
1,029,523
|
|
|
1,078,241
|
|
|||
Professional services
|
196,937
|
|
|
225,719
|
|
|
278,726
|
|
|||
Total revenue
|
1,140,533
|
|
|
1,255,242
|
|
|
1,356,967
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Cost of software revenue
|
155,439
|
|
|
135,992
|
|
|
129,708
|
|
|||
Cost of professional services revenue
|
170,226
|
|
|
198,742
|
|
|
243,975
|
|
|||
Total cost of revenue
|
325,665
|
|
|
334,734
|
|
|
373,683
|
|
|||
Gross margin
|
814,868
|
|
|
920,508
|
|
|
983,284
|
|
|||
Operating expenses
|
|
|
|
|
|
||||||
Sales and marketing
|
367,465
|
|
|
346,794
|
|
|
367,454
|
|
|||
Research and development
|
229,331
|
|
|
227,513
|
|
|
226,496
|
|
|||
General and administrative
|
145,615
|
|
|
158,715
|
|
|
132,225
|
|
|||
U.S. pension settlement loss
|
—
|
|
|
66,332
|
|
|
—
|
|
|||
Amortization of acquired intangible assets
|
33,198
|
|
|
36,129
|
|
|
32,127
|
|
|||
Restructuring charges
|
76,273
|
|
|
43,409
|
|
|
28,406
|
|
|||
Total operating expenses
|
851,882
|
|
|
878,892
|
|
|
786,708
|
|
|||
Operating income (loss)
|
(37,014
|
)
|
|
41,616
|
|
|
196,576
|
|
|||
Foreign currency losses, net
|
(1,889
|
)
|
|
(2,706
|
)
|
|
(4,469
|
)
|
|||
Interest income
|
3,437
|
|
|
3,697
|
|
|
3,117
|
|
|||
Interest expense
|
(29,882
|
)
|
|
(14,742
|
)
|
|
(8,155
|
)
|
|||
Other expense (income), net
|
(1,844
|
)
|
|
(1,340
|
)
|
|
(957
|
)
|
|||
Income (loss) before income taxes
|
(67,192
|
)
|
|
26,525
|
|
|
186,112
|
|
|||
Provision (benefit) for income taxes
|
(12,727
|
)
|
|
(21,032
|
)
|
|
25,918
|
|
|||
Net income (loss)
|
$
|
(54,465
|
)
|
|
$
|
47,557
|
|
|
$
|
160,194
|
|
Earnings (loss) per share—Basic
|
$
|
(0.48
|
)
|
|
$
|
0.41
|
|
|
$
|
1.36
|
|
Earnings (loss) per share—Diluted
|
$
|
(0.48
|
)
|
|
$
|
0.41
|
|
|
$
|
1.34
|
|
Weighted average shares outstanding—Basic
|
114,612
|
|
|
114,775
|
|
|
118,094
|
|
|||
Weighted average shares outstanding—Diluted
|
114,612
|
|
|
116,012
|
|
|
119,984
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net income
|
$
|
(54,465
|
)
|
|
$
|
47,557
|
|
|
$
|
160,194
|
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Unrealized hedge gain (loss) arising during the period
|
(3,375
|
)
|
|
—
|
|
|
—
|
|
|||
Net hedge loss reclassified into earnings
|
2,131
|
|
|
—
|
|
|
—
|
|
|||
Unrealized loss on hedging instruments
|
(1,244
|
)
|
|
—
|
|
|
—
|
|
|||
Foreign currency translation adjustment, net of tax of $0 for all periods
|
408
|
|
|
(47,177
|
)
|
|
(24,069
|
)
|
|||
Unrealized loss on marketable securities, net of tax
|
(122
|
)
|
|
—
|
|
|
—
|
|
|||
Amortization of net actuarial pension loss included in net income, net of tax of $0.7 million, $18.5 million, and $0.3 million in 2016, 2015 and 2014, respectively
|
1,609
|
|
|
52,249
|
|
|
3,048
|
|
|||
Pension net loss arising during the period net of tax of $3.5 million, $1.6 million and $2.8 million in 2016, 2015, and 2014, respectively
|
(8,646
|
)
|
|
(4,797
|
)
|
|
(24,267
|
)
|
|||
Change in unamortized pension loss during the period related to changes in foreign currency
|
(216
|
)
|
|
2,350
|
|
|
2,081
|
|
|||
Other comprehensive income (loss)
|
(8,211
|
)
|
|
2,625
|
|
|
(43,207
|
)
|
|||
Comprehensive income (loss)
|
$
|
(62,676
|
)
|
|
$
|
50,182
|
|
|
$
|
116,987
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(54,465
|
)
|
|
$
|
47,557
|
|
|
$
|
160,194
|
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Stock-based compensation
|
65,996
|
|
|
50,182
|
|
|
50,889
|
|
|||
Depreciation and amortization
|
86,554
|
|
|
84,433
|
|
|
77,307
|
|
|||
Benefit from deferred income taxes
|
(44,182
|
)
|
|
(49,361
|
)
|
|
(19,946
|
)
|
|||
Excess tax benefits realized from stock-based awards
|
(93
|
)
|
|
(24
|
)
|
|
(10,428
|
)
|
|||
Pension settlement loss
|
—
|
|
|
66,332
|
|
|
—
|
|
|||
Other non-cash costs, net
|
966
|
|
|
157
|
|
|
(760
|
)
|
|||
Changes in operating assets and liabilities, excluding the effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
52,617
|
|
|
29,723
|
|
|
7,554
|
|
|||
Accounts payable and accrued expenses
|
(14,185
|
)
|
|
31,134
|
|
|
(436
|
)
|
|||
Accrued compensation and benefits
|
60,944
|
|
|
(56,950
|
)
|
|
8,974
|
|
|||
Deferred revenue
|
16,232
|
|
|
8,852
|
|
|
24,998
|
|
|||
Accrued income taxes, net of income tax receivable
|
6,749
|
|
|
(3,536
|
)
|
|
19,134
|
|
|||
Other current assets and prepaid expenses
|
4,591
|
|
|
(10,716
|
)
|
|
4,417
|
|
|||
Other noncurrent assets and liabilities
|
1,444
|
|
|
(17,880
|
)
|
|
(17,345
|
)
|
|||
Net cash provided by operating activities
|
183,168
|
|
|
179,903
|
|
|
304,552
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Additions to property and equipment
|
(26,189
|
)
|
|
(30,628
|
)
|
|
(25,275
|
)
|
|||
Acquisitions of businesses, net of cash acquired
|
(165,802
|
)
|
|
(98,411
|
)
|
|
(323,525
|
)
|
|||
Purchases of investments
|
(45,165
|
)
|
|
(11,000
|
)
|
|
—
|
|
|||
Net cash used by investing activities
|
(237,156
|
)
|
|
(140,039
|
)
|
|
(348,800
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Borrowings under credit facility and senior notes
|
670,000
|
|
|
185,000
|
|
|
1,386,250
|
|
|||
Repayments of borrowings under credit facility
|
(580,000
|
)
|
|
(128,750
|
)
|
|
(1,032,500
|
)
|
|||
Repurchases of common stock
|
—
|
|
|
(64,940
|
)
|
|
(224,915
|
)
|
|||
Proceeds from issuance of common stock
|
21
|
|
|
41
|
|
|
877
|
|
|||
Excess tax benefits realized from stock-based awards
|
93
|
|
|
24
|
|
|
10,428
|
|
|||
Payments of withholding taxes in connection with vesting of stock-based awards
|
(20,939
|
)
|
|
(29,207
|
)
|
|
(26,857
|
)
|
|||
Credit facility origination costs
|
(6,855
|
)
|
|
—
|
|
|
(7,930
|
)
|
|||
Contingent consideration
|
(10,621
|
)
|
|
(4,323
|
)
|
|
—
|
|
|||
Net cash provided (used) by financing activities
|
51,699
|
|
|
(42,155
|
)
|
|
105,353
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
6,807
|
|
|
(17,946
|
)
|
|
(9,364
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
4,518
|
|
|
(20,237
|
)
|
|
51,741
|
|
|||
Cash and cash equivalents, beginning of year
|
273,417
|
|
|
293,654
|
|
|
241,913
|
|
|||
Cash and cash equivalents, end of year
|
$
|
277,935
|
|
|
$
|
273,417
|
|
|
$
|
293,654
|
|
Supplemental disclosure of non-cash financing activities:
|
|
|
|
|
|
||||||
Fair value of contingent consideration recorded for acquisition
|
$
|
16,900
|
|
|
$
|
3,800
|
|
|
$
|
13,048
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance as of October 1, 2013
|
118,446
|
|
|
$
|
1,185
|
|
|
$
|
1,786,820
|
|
|
$
|
(810,365
|
)
|
|
$
|
(51,160
|
)
|
|
$
|
926,480
|
|
Common stock issued for employee stock-based awards
|
2,455
|
|
|
24
|
|
|
853
|
|
|
—
|
|
|
—
|
|
|
877
|
|
|||||
Shares surrendered by employees to pay taxes related to stock-based awards
|
(808
|
)
|
|
(8
|
)
|
|
(26,849
|
)
|
|
—
|
|
|
—
|
|
|
(26,857
|
)
|
|||||
Compensation expense from stock-based awards
|
—
|
|
|
—
|
|
|
50,889
|
|
|
—
|
|
|
—
|
|
|
50,889
|
|
|||||
Excess tax benefits from stock-based awards
|
—
|
|
|
—
|
|
|
10,428
|
|
|
—
|
|
|
—
|
|
|
10,428
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
160,194
|
|
|
—
|
|
|
160,194
|
|
|||||
Repurchases of common stock
|
(5,068
|
)
|
|
(51
|
)
|
|
(187,364
|
)
|
|
—
|
|
|
—
|
|
|
(187,415
|
)
|
|||||
Common stock repurchase holdback
|
—
|
|
|
—
|
|
|
(37,500
|
)
|
|
—
|
|
|
—
|
|
|
(37,500
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24,069
|
)
|
|
(24,069
|
)
|
|||||
Change in pension benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(19,138
|
)
|
|
(19,138
|
)
|
|||||
Balance as of September 30, 2014
|
115,025
|
|
|
$
|
1,150
|
|
|
$
|
1,597,277
|
|
|
$
|
(650,171
|
)
|
|
$
|
(94,367
|
)
|
|
$
|
853,889
|
|
Common stock issued for employee stock-based awards
|
2,212
|
|
|
22
|
|
|
19
|
|
|
—
|
|
|
—
|
|
|
41
|
|
|||||
Shares surrendered by employees to pay taxes related to stock-based awards
|
(764
|
)
|
|
(8
|
)
|
|
(29,199
|
)
|
|
—
|
|
|
—
|
|
|
(29,207
|
)
|
|||||
Compensation expense from stock-based awards
|
—
|
|
|
—
|
|
|
50,182
|
|
|
—
|
|
|
—
|
|
|
50,182
|
|
|||||
Excess tax benefits from stock-based awards
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
47,557
|
|
|
—
|
|
|
47,557
|
|
|||||
Repurchases of common stock
|
(2,728
|
)
|
|
(27
|
)
|
|
(64,913
|
)
|
|
—
|
|
|
—
|
|
|
(64,940
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(47,177
|
)
|
|
(47,177
|
)
|
|||||
Change in pension benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49,802
|
|
|
49,802
|
|
|||||
Balance as of September 30, 2015
|
113,745
|
|
|
$
|
1,137
|
|
|
$
|
1,553,390
|
|
|
$
|
(602,614
|
)
|
|
$
|
(91,742
|
)
|
|
$
|
860,171
|
|
Common stock issued for employee stock-based awards
|
1,820
|
|
|
18
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|||||
Shares surrendered by employees to pay taxes related to stock-based awards
|
(597
|
)
|
|
(5
|
)
|
|
(20,934
|
)
|
|
—
|
|
|
—
|
|
|
(20,939
|
)
|
|||||
Compensation expense from stock-based awards
|
—
|
|
|
—
|
|
|
65,996
|
|
|
—
|
|
|
—
|
|
|
65,996
|
|
|||||
Excess tax benefits from stock-based awards
|
—
|
|
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(54,465
|
)
|
|
—
|
|
|
(54,465
|
)
|
|||||
Unrealized loss on hedging instruments, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,244
|
)
|
|
(1,244
|
)
|
|||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
408
|
|
|
408
|
|
|||||
Unrealized loss on available-for-sale securities, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(122
|
)
|
|
(122
|
)
|
|||||
Change in pension benefits, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,253
|
)
|
|
(7,253
|
)
|
|||||
Balance as of September 30, 2016
|
114,968
|
|
|
$
|
1,150
|
|
|
$
|
1,598,548
|
|
|
$
|
(657,079
|
)
|
|
$
|
(99,953
|
)
|
|
$
|
842,666
|
|
|
Year Ended September 30,
|
|||||
|
2015
|
2014
|
||||
Reclassifications within revenue
|
(in millions)
|
|||||
From L&S to Perpetual License
|
$
|
282.8
|
|
$
|
362.6
|
|
From L&S to Subscription
|
65.2
|
|
27.1
|
|
||
|
|
|
||||
Reclassifications within cost of revenue
|
|
|
||||
From L&S to Software
|
$
|
53.2
|
|
$
|
45.0
|
|
From Support to Software
|
82.8
|
|
84.7
|
|
||
|
|
|
||||
Reclassifications within operating expenses
|
|
|
||||
From General and Administrative to Selling and Marketing
|
$
|
8.0
|
|
$
|
10.0
|
|
•
|
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.
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Deferred subscription revenue
|
$
|
102,847
|
|
|
$
|
37,478
|
|
Deferred support revenue
|
297,684
|
|
|
331,793
|
|
||
Deferred perpetual license revenue
|
4,151
|
|
|
4,940
|
|
||
Deferred professional services revenue
|
8,975
|
|
|
12,639
|
|
||
Total deferred revenue
|
$
|
413,657
|
|
|
$
|
386,850
|
|
|
September 31, 2016
|
||||||||||||||
|
Amortized cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Fair value
|
||||||||
|
(in thousands)
|
||||||||||||||
Certificates of deposit
|
$
|
681
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
681
|
|
Commercial paper
|
11,945
|
|
|
—
|
|
|
(20
|
)
|
|
11,925
|
|
||||
Corporate notes/bonds
|
34,701
|
|
|
—
|
|
|
(100
|
)
|
|
34,601
|
|
||||
US government agency securities
|
2,411
|
|
|
—
|
|
|
(2
|
)
|
|
2,409
|
|
||||
|
$
|
49,738
|
|
|
$
|
—
|
|
|
$
|
(122
|
)
|
|
$
|
49,616
|
|
|
September 31, 2016
|
||||||
|
Amortized cost
|
|
Fair value
|
||||
|
(in thousands)
|
||||||
Due in one year or less
|
$
|
18,585
|
|
|
$
|
18,549
|
|
Due after one year through three years
|
31,153
|
|
|
31,067
|
|
||
|
$
|
49,738
|
|
|
$
|
49,616
|
|
•
|
Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities;
|
•
|
Level 2: inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; or
|
•
|
Level 3: unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
|
|
September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (1)
|
$
|
60,139
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
60,139
|
|
Marketable securities
|
|
|
|
|
|
|
|
||||||||
Certificates of deposit
|
—
|
|
|
681
|
|
|
—
|
|
|
681
|
|
||||
Commercial paper
|
—
|
|
|
11,925
|
|
|
—
|
|
|
11,925
|
|
||||
Corporate notes/bonds
|
34,601
|
|
|
—
|
|
|
—
|
|
|
34,601
|
|
||||
U.S. government agency securities
|
—
|
|
|
2,409
|
|
|
—
|
|
|
2,409
|
|
||||
Forward contracts
|
—
|
|
|
260
|
|
|
—
|
|
|
260
|
|
||||
|
$
|
94,740
|
|
|
$
|
15,275
|
|
|
$
|
—
|
|
|
$
|
110,015
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration related acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,570
|
|
|
$
|
19,570
|
|
Forward contracts
|
—
|
|
|
3,170
|
|
|
—
|
|
|
3,170
|
|
||||
|
$
|
—
|
|
|
$
|
3,170
|
|
|
$
|
19,570
|
|
|
$
|
22,740
|
|
|
September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (1)
|
$
|
91,216
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
91,216
|
|
Forward contracts
|
—
|
|
|
507
|
|
|
—
|
|
|
507
|
|
||||
|
$
|
91,216
|
|
|
$
|
507
|
|
|
$
|
—
|
|
|
$
|
91,723
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
||||||||
Contingent consideration related to acquisitions
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,000
|
|
|
$
|
13,000
|
|
Forward contracts
|
—
|
|
|
46
|
|
|
—
|
|
|
46
|
|
||||
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
13,000
|
|
|
$
|
13,046
|
|
|
Contingent Consideration
|
||||||||||||||
|
(in thousands)
|
||||||||||||||
|
ThingWorx
|
|
ColdLight
|
|
Kepware
|
|
Total
|
||||||||
Balance at October 1, 2014
|
$
|
15,191
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,191
|
|
Contingent consideration at acquisition
|
—
|
|
|
3,800
|
|
|
—
|
|
|
3,800
|
|
||||
Change in fair value of contingent consideration
|
2,809
|
|
|
200
|
|
|
—
|
|
|
3,009
|
|
||||
Payment of contingent consideration
|
(9,000
|
)
|
|
—
|
|
|
—
|
|
|
(9,000
|
)
|
||||
Balance at October 1, 2015
|
9,000
|
|
|
4,000
|
|
|
—
|
|
|
13,000
|
|
||||
Contingent consideration at acquisition
|
—
|
|
|
—
|
|
|
16,900
|
|
|
16,900
|
|
||||
Change in fair value of contingent consideration
|
—
|
|
|
1,000
|
|
|
170
|
|
|
1,170
|
|
||||
Payment of contingent consideration
|
(9,000
|
)
|
|
(2,500
|
)
|
|
—
|
|
|
(11,500
|
)
|
||||
Balance at September 30, 2016
|
$
|
—
|
|
|
$
|
2,500
|
|
|
$
|
17,070
|
|
|
$
|
19,570
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
S&P bond rating BBB- and above-Tier 1
|
$
|
5,953
|
|
|
$
|
16,841
|
|
Internal Credit Assessment-Tier 2
|
1,182
|
|
|
10,593
|
|
||
Internal Credit Assessment-Tier 3
|
—
|
|
|
—
|
|
||
Total financing receivables
|
$
|
7,135
|
|
|
$
|
27,434
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Net income (loss)
|
$
|
(54,465
|
)
|
|
$
|
47,557
|
|
|
$
|
160,194
|
|
Weighted average shares outstanding
|
114,612
|
|
|
114,775
|
|
|
118,094
|
|
|||
Dilutive effect of employee stock options, restricted shares and restricted stock units
|
—
|
|
|
1,237
|
|
|
1,890
|
|
|||
Diluted weighted average shares outstanding
|
114,612
|
|
|
116,012
|
|
|
119,984
|
|
|||
Basic earnings per share
|
$
|
(0.48
|
)
|
|
$
|
0.41
|
|
|
$
|
1.36
|
|
Diluted earnings per share
|
$
|
(0.48
|
)
|
|
$
|
0.41
|
|
|
$
|
1.34
|
|
|
Employee Severance
and Related Benefits
|
|
Facility Closures
and Other Costs
|
|
Consolidated Total
|
||||||
|
(in thousands)
|
||||||||||
Balance, October 1, 2013
|
$
|
19,234
|
|
|
$
|
295
|
|
|
$
|
19,529
|
|
Charges to operations
|
27,918
|
|
|
488
|
|
|
28,406
|
|
|||
Cash disbursements
|
(20,334
|
)
|
|
(241
|
)
|
|
(20,575
|
)
|
|||
Foreign currency impact
|
(983
|
)
|
|
(7
|
)
|
|
(990
|
)
|
|||
Balance, September 30, 2014
|
25,835
|
|
|
535
|
|
|
26,370
|
|
|||
Charges to operations
|
41,997
|
|
|
1,412
|
|
|
43,409
|
|
|||
Cash disbursements
|
(52,882
|
)
|
|
(706
|
)
|
|
(53,588
|
)
|
|||
Foreign currency impact
|
(864
|
)
|
|
(73
|
)
|
|
(937
|
)
|
|||
Balance, September 30, 2015
|
14,086
|
|
|
1,168
|
|
|
15,254
|
|
|||
Charges to operations
|
74,929
|
|
|
1,344
|
|
|
76,273
|
|
|||
Cash disbursements
|
(53,966
|
)
|
|
(1,053
|
)
|
|
(55,019
|
)
|
|||
Foreign currency impact
|
128
|
|
|
(28
|
)
|
|
100
|
|
|||
Balance, September 30, 2016
|
$
|
35,177
|
|
|
$
|
1,431
|
|
|
$
|
36,608
|
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Computer hardware and software
|
$
|
267,928
|
|
|
$
|
246,756
|
|
Furniture and fixtures
|
20,742
|
|
|
18,370
|
|
||
Leasehold improvements
|
43,769
|
|
|
38,005
|
|
||
Gross property and equipment
|
332,439
|
|
|
303,131
|
|
||
Accumulated depreciation and amortization
|
(265,326
|
)
|
|
(237,969
|
)
|
||
Net property and equipment
|
$
|
67,113
|
|
|
$
|
65,162
|
|
Purchase price allocation:
|
Kepware
|
|
Vuforia
|
||||
|
(in thousands)
|
||||||
Goodwill
|
$
|
77,081
|
|
|
$
|
23,316
|
|
Identifiable intangible assets
|
34,500
|
|
|
41,200
|
|
||
Cash
|
590
|
|
|
4,466
|
|
||
Other assets and liabilities, net
|
4,729
|
|
|
261
|
|
||
Total allocation of purchase price consideration
|
116,900
|
|
|
69,243
|
|
||
Less: cash acquired
|
(590
|
)
|
|
(4,466
|
)
|
||
Total purchase price allocation, net of cash acquired
|
116,310
|
|
|
64,777
|
|
||
Less: contingent consideration
|
(16,900
|
)
|
|
—
|
|
||
Net cash used for acquisitions of businesses
|
$
|
99,410
|
|
|
$
|
64,777
|
|
Purchase price allocation:
|
(in thousands)
|
||
Goodwill
|
$
|
85,288
|
|
Identifiable intangible assets
|
17,620
|
|
|
Cash
|
1,313
|
|
|
Other assets and liabilities, net
|
(516
|
)
|
|
Total allocation of purchase price consideration
|
103,705
|
|
|
Less: cash acquired
|
(1,313
|
)
|
|
Total purchase price allocation, net of cash acquired
|
102,392
|
|
|
Less: contingent consideration
|
(3,800
|
)
|
|
Net cash used to acquire ColdLight
|
$
|
98,592
|
|
|
September 30, 2016
|
|
September 30, 2015
|
||||||||||||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Goodwill (not amortized)
|
|
|
|
|
$
|
1,169,813
|
|
|
|
|
|
|
$
|
1,069,041
|
|
||||||||
Intangible assets with finite lives (amortized) (1):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Purchased software
|
$
|
354,595
|
|
|
$
|
199,192
|
|
|
$
|
155,403
|
|
|
$
|
284,257
|
|
|
$
|
174,887
|
|
|
$
|
109,370
|
|
Capitalized software
|
22,877
|
|
|
22,877
|
|
|
—
|
|
|
22,877
|
|
|
22,877
|
|
|
—
|
|
||||||
Customer lists and relationships
|
355,698
|
|
|
206,515
|
|
|
149,183
|
|
|
349,938
|
|
|
174,017
|
|
|
175,921
|
|
||||||
Trademarks and trade names
|
19,007
|
|
|
13,323
|
|
|
5,684
|
|
|
18,534
|
|
|
12,759
|
|
|
5,775
|
|
||||||
Other
|
3,955
|
|
|
3,920
|
|
|
35
|
|
|
3,946
|
|
|
3,711
|
|
|
235
|
|
||||||
|
$
|
756,132
|
|
|
$
|
445,827
|
|
|
$
|
310,305
|
|
|
$
|
679,552
|
|
|
$
|
388,251
|
|
|
$
|
291,301
|
|
Total goodwill and acquired intangible assets
|
|
|
|
|
$
|
1,480,118
|
|
|
|
|
|
|
$
|
1,360,342
|
|
|
Software
Products
Segment
|
|
Services
Segment
|
|
Total
|
|
|
||||||||
|
(in thousands)
|
|
|
||||||||||||
Balance, October 1, 2014
|
$
|
959,768
|
|
|
$
|
52,759
|
|
|
$
|
1,012,527
|
|
|
|
||
Axeda adjustment of purchase price from escrow
|
(180
|
)
|
|
—
|
|
|
(180
|
)
|
|
|
|||||
Acquisition of ColdLight
|
85,288
|
|
|
—
|
|
|
85,288
|
|
|
|
|||||
Foreign currency translation adjustments
|
(28,463
|
)
|
|
(131
|
)
|
|
(28,594
|
)
|
|
|
|||||
Balance, September 30, 2015
|
$
|
1,016,413
|
|
|
$
|
52,628
|
|
|
$
|
1,069,041
|
|
|
|
||
Acquisition of Vuforia
|
23,316
|
|
|
—
|
|
|
23,316
|
|
|
|
|||||
Acquisition of Kepware
|
77,081
|
|
|
—
|
|
|
77,081
|
|
|
|
|||||
Foreign currency translation adjustments
|
228
|
|
|
(6
|
)
|
|
222
|
|
|
|
|||||
Balance, July 2, 2016 prior to reallocation
|
$
|
1,117,038
|
|
|
$
|
52,622
|
|
|
$
|
1,169,660
|
|
|
|
||
|
Solutions Group
|
|
IoT Group
|
|
Professional Services
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance, July 2, 2016 after reallocation
|
$
|
1,050,013
|
|
|
$
|
90,053
|
|
|
$
|
29,594
|
|
|
$
|
1,169,660
|
|
Foreign currency translation adjustments
|
137
|
|
|
12
|
|
|
4
|
|
|
153
|
|
||||
Balance, September 30, 2016
|
$
|
1,050,150
|
|
|
$
|
90,065
|
|
|
$
|
29,598
|
|
|
$
|
1,169,813
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Amortization of acquired intangible assets
|
$
|
33,198
|
|
|
$
|
36,129
|
|
|
$
|
32,127
|
|
Cost of software revenue
|
24,604
|
|
|
19,402
|
|
|
18,112
|
|
|||
Total amortization expense
|
$
|
57,802
|
|
|
$
|
55,531
|
|
|
$
|
50,239
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Domestic
|
$
|
(156,166
|
)
|
|
$
|
(110,867
|
)
|
|
$
|
17,038
|
|
Foreign
|
88,974
|
|
|
137,392
|
|
|
169,074
|
|
|||
Total income before income taxes
|
$
|
(67,192
|
)
|
|
$
|
26,525
|
|
|
$
|
186,112
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
2,417
|
|
|
$
|
3,907
|
|
|
$
|
12,792
|
|
State
|
571
|
|
|
599
|
|
|
2,062
|
|
|||
Foreign
|
28,467
|
|
|
23,823
|
|
|
31,010
|
|
|||
|
31,455
|
|
|
28,329
|
|
|
45,864
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
965
|
|
|
(20,809
|
)
|
|
(13,200
|
)
|
|||
State
|
515
|
|
|
(566
|
)
|
|
(2,085
|
)
|
|||
Foreign
|
(45,662
|
)
|
|
(27,986
|
)
|
|
(4,661
|
)
|
|||
|
(44,182
|
)
|
|
(49,361
|
)
|
|
(19,946
|
)
|
|||
Total provision (benefit) for income taxes
|
$
|
(12,727
|
)
|
|
$
|
(21,032
|
)
|
|
$
|
25,918
|
|
|
Year ended September 30,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Statutory federal income tax rate
|
(35
|
)%
|
|
35
|
%
|
|
35
|
%
|
Change in valuation allowance
|
57
|
%
|
|
63
|
%
|
|
(11
|
)%
|
State income taxes, net of federal tax benefit
|
—
|
%
|
|
7
|
%
|
|
1
|
%
|
Federal and state research and development credits
|
(9
|
)%
|
|
(8
|
)%
|
|
—
|
%
|
Resolution of uncertain tax positions
|
—
|
%
|
|
(11
|
)%
|
|
—
|
%
|
Foreign rate differences
|
(41
|
)%
|
|
(213
|
)%
|
|
(19
|
)%
|
Foreign withholding tax
|
3
|
%
|
|
14
|
%
|
|
3
|
%
|
U.S. permanent items
|
4
|
%
|
|
34
|
%
|
|
4
|
%
|
Other, net
|
2
|
%
|
|
—
|
%
|
|
1
|
%
|
Effective income tax rate
|
(19
|
)%
|
|
(79
|
)%
|
|
14
|
%
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Deferred tax assets (1):
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
100,033
|
|
|
$
|
71,533
|
|
Foreign tax credits
|
18,041
|
|
|
15,962
|
|
||
Capitalized research and development expense
|
22,504
|
|
|
31,690
|
|
||
Pension benefits
|
14,348
|
|
|
11,009
|
|
||
Deferred revenue
|
65,145
|
|
|
71,399
|
|
||
Stock-based compensation
|
19,846
|
|
|
16,777
|
|
||
Other reserves not currently deductible
|
25,993
|
|
|
21,940
|
|
||
Amortization of intangible assets
|
54,069
|
|
|
62,227
|
|
||
Other tax credits
|
41,381
|
|
|
37,270
|
|
||
Depreciation
|
3,002
|
|
|
3,465
|
|
||
Capital loss carryforward
|
8,019
|
|
|
8,040
|
|
||
Deferred interest
|
7,622
|
|
|
3,557
|
|
||
Other
|
14,778
|
|
|
6,559
|
|
||
Gross deferred tax assets
|
394,781
|
|
|
361,428
|
|
||
Valuation allowance
|
(235,503
|
)
|
|
(198,168
|
)
|
||
Total deferred tax assets
|
159,278
|
|
|
163,260
|
|
||
Deferred tax liabilities (1):
|
|
|
|
||||
Acquired intangible assets not deductible
|
(78,663
|
)
|
|
(124,401
|
)
|
||
Pension prepayments
|
(542
|
)
|
|
(395
|
)
|
||
Deferred revenue
|
(2,039
|
)
|
|
(3,110
|
)
|
||
Other
|
(2,092
|
)
|
|
(3,598
|
)
|
||
Total deferred tax liabilities
|
(83,336
|
)
|
|
(131,504
|
)
|
||
Net deferred tax assets
|
$
|
75,942
|
|
|
$
|
31,756
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Valuation allowance beginning of year
|
$
|
198.2
|
|
|
$
|
177.5
|
|
|
$
|
156.5
|
|
Net release of valuation allowance (1)
|
(3.1
|
)
|
|
(18.7
|
)
|
|
(18.1
|
)
|
|||
Net increase/decrease in deferred tax assets with a full valuation allowance
|
39.8
|
|
|
39.4
|
|
|
14.1
|
|
|||
Establish valuation allowance for acquired businesses
|
—
|
|
|
—
|
|
|
21.5
|
|
|||
Establish valuation allowance in foreign jurisdictions
|
0.6
|
|
|
—
|
|
|
3.5
|
|
|||
Valuation allowance end of year
|
$
|
235.5
|
|
|
$
|
198.2
|
|
|
$
|
177.5
|
|
(1)
|
In 2016, this is attributable to the release in two foreign jurisdictions. In 2015, this is attributable to a reduction in deferred tax assets associated with our U.S. pension plan, both of which are described above and in 2014 the recognition of deferred tax liabilities recorded in connection with accounting for acquisitions.
|
|
Year ended September 30,
|
||||||||||
Unrecognized tax benefits
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in millions)
|
||||||||||
Unrecognized tax benefit beginning of year
|
$
|
14.1
|
|
|
$
|
15.0
|
|
|
$
|
13.7
|
|
Tax positions related to current year:
|
|
|
|
|
|
||||||
Additions
|
1.0
|
|
|
1.3
|
|
|
2.2
|
|
|||
Tax positions related to prior years:
|
|
|
|
|
|
||||||
Additions
|
0.4
|
|
|
0.8
|
|
|
0.3
|
|
|||
Reductions
|
—
|
|
|
(3.0
|
)
|
|
(0.1
|
)
|
|||
Settlements
|
—
|
|
|
—
|
|
|
(0.6
|
)
|
|||
Statute expirations
|
—
|
|
|
—
|
|
|
(0.5
|
)
|
|||
Unrecognized tax benefit end of year
|
$
|
15.5
|
|
|
$
|
14.1
|
|
|
$
|
15.0
|
|
Major Tax Jurisdiction
|
|
Open Years
|
United States
|
|
2014 through 2016
|
Germany
|
|
2011 through 2016
|
France
|
|
2013 through 2016
|
Japan
|
|
2011 through 2016
|
Ireland
|
|
2012 through 2016
|
|
September 30,
|
||||||
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
6.000% Senior notes due 2024
|
$
|
500,000
|
|
|
$
|
—
|
|
Credit facility-revolver
|
258,125
|
|
|
193,125
|
|
||
Credit facility-term loan
|
—
|
|
|
475,000
|
|
||
Total debt
|
758,125
|
|
|
668,125
|
|
||
Unamortized debt issuance costs
|
(10,709
|
)
|
|
(7,587
|
)
|
||
Total debt, net of issuance costs
|
$
|
747,416
|
|
|
$
|
660,538
|
|
|
|
|
|
||||
Reported as
|
|
|
|
||||
Current portion of long-term debt
|
$
|
—
|
|
|
$
|
50,000
|
|
Long-term debt
|
758,125
|
|
|
618,125
|
|
||
Total debt
|
$
|
758,125
|
|
|
$
|
668,125
|
|
•
|
a total leverage ratio, defined as consolidated funded indebtedness to consolidated trailing four quarters EBITDA, not to exceed
4.00
to
1.00
as of the last day of any fiscal quarter;
|
•
|
a senior secured leverage ratio, defined as senior consolidated total indebtedness (which excludes unsecured indebtedness) to the consolidated trailing four quarters EBITDA, not to exceed
3.00
to
1.00
as of the last day of any fiscal quarter; and
|
•
|
a fixed charge coverage ratio, defined as the ratio of consolidated trailing four quarters EBITDA less consolidated capital expenditures to consolidated fixed charges, of not less than
3.50
to
1.00
as of the last day of any fiscal quarter.
|
Year ending September 30,
|
(in thousands)
|
||
2017
|
$
|
39,994
|
|
2018
|
34,347
|
|
|
2019
|
27,150
|
|
|
2020
|
22,804
|
|
|
2021
|
14,943
|
|
|
Thereafter
|
16,776
|
|
|
Total minimum lease payments
|
$
|
156,014
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Cost of software revenue
|
$
|
5,398
|
|
|
$
|
4,296
|
|
|
$
|
4,059
|
|
Cost of professional services revenue
|
5,393
|
|
|
5,871
|
|
|
6,351
|
|
|||
Sales and marketing
|
14,659
|
|
|
14,189
|
|
|
13,441
|
|
|||
Research and development
|
10,174
|
|
|
11,623
|
|
|
10,119
|
|
|||
General and administrative
|
30,372
|
|
|
14,203
|
|
|
16,919
|
|
|||
Total stock-based compensation expense
|
$
|
65,996
|
|
|
$
|
50,182
|
|
|
$
|
50,889
|
|
|
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Aggregate Intrinsic Value as of September 30, 2016
|
|||||
Restricted stock unit activity for the year ended September 30, 2016
|
(in thousands except grant date fair value data)
|
|||||||||
Balance of nonvested outstanding restricted stock units October 1, 2015
|
3,654
|
|
|
$
|
33.64
|
|
|
|
||
Granted
|
2,484
|
|
|
$
|
37.25
|
|
|
|
||
Vested
|
(1,818
|
)
|
|
$
|
30.10
|
|
|
|
||
Forfeited or not earned
|
(544
|
)
|
|
$
|
36.49
|
|
|
|
||
Balance of nonvested outstanding restricted stock units September 30, 2016
|
3,776
|
|
|
$
|
37.30
|
|
|
$
|
167,314
|
|
|
|
Restricted Stock Units
|
|||||||
Restricted stock unit grants
|
|
TSR Units (1)
|
|
Performance-based RSUs (2)
|
|
Service-based RSUs (2)
|
|||
|
|
(Number of Units in thousands)
|
|||||||
Year ended September 30, 2016
|
|
326
|
|
|
343
|
|
|
1,815
|
|
(1)
|
The TSR units were granted to our executive officers pursuant to the terms described below.
|
Average volatility of peer group
|
28.1
|
%
|
Risk free interest rate
|
1.05
|
%
|
Dividend yield
|
—
|
%
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Value of stock option and stock-based award activity
|
(in thousands)
|
||||||||||
Total intrinsic value of stock options exercised
|
$
|
88
|
|
|
$
|
182
|
|
|
$
|
2,040
|
|
Total fair value of restricted stock unit awards vested
|
$
|
63,655
|
|
|
$
|
84,189
|
|
|
$
|
79,660
|
|
|
U.S. Plan
|
|
International Plans
|
||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||
Weighted average assumptions used to determine benefit obligations at September 30 measurement date:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
—
|
%
|
|
—
|
%
|
|
3.80
|
%
|
|
1.3
|
%
|
|
2.2
|
%
|
|
2.4
|
%
|
Rate of increase in future compensation
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
2.8
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
Weighted average assumptions used to determine net periodic pension cost for fiscal years ended September 30:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Discount rate
|
—
|
%
|
|
3.80
|
%
|
|
4.90
|
%
|
|
2.2
|
%
|
|
2.4
|
%
|
|
3.3
|
%
|
Rate of increase in future compensation
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
|
3.0
|
%
|
Rate of return on plan assets
|
—
|
%
|
|
1.35
|
%
|
|
7.25
|
%
|
|
5.7
|
%
|
|
5.8
|
%
|
|
5.7
|
%
|
|
U.S. Plan
|
|
International Plans
|
||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|
2014
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Interest cost of projected benefit obligation
|
$
|
—
|
|
|
$
|
4,591
|
|
|
$
|
5,461
|
|
|
$
|
1,374
|
|
|
$
|
1,828
|
|
|
$
|
2,442
|
|
Service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
1,599
|
|
|
1,466
|
|
|
1,659
|
|
||||||
Expected return on plan assets
|
—
|
|
|
(1,364
|
)
|
|
(7,151
|
)
|
|
(3,305
|
)
|
|
(3,364
|
)
|
|
(2,506
|
)
|
||||||
Amortization of prior service cost
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(4
|
)
|
|
(5
|
)
|
||||||
Recognized actuarial loss
|
—
|
|
|
2,577
|
|
|
2,213
|
|
|
2,292
|
|
|
1,815
|
|
|
1,181
|
|
||||||
Settlement loss
|
—
|
|
|
66,332
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net periodic pension cost
|
$
|
—
|
|
|
$
|
72,136
|
|
|
$
|
523
|
|
|
$
|
1,955
|
|
|
$
|
1,741
|
|
|
$
|
2,771
|
|
|
U.S. Plan
|
|
International Plans
|
|
Total
|
||||||||||||||||||
|
Year ended September 30,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation—beginning of year
|
$
|
—
|
|
|
$
|
134,453
|
|
|
$
|
78,188
|
|
|
$
|
84,106
|
|
|
$
|
78,188
|
|
|
$
|
218,559
|
|
Service cost
|
—
|
|
|
—
|
|
|
1,599
|
|
|
1,466
|
|
|
1,599
|
|
|
1,466
|
|
||||||
Interest cost
|
—
|
|
|
4,591
|
|
|
1,374
|
|
|
1,828
|
|
|
1,374
|
|
|
6,419
|
|
||||||
Actuarial loss
|
—
|
|
|
1,606
|
|
|
10,556
|
|
|
1,988
|
|
|
10,556
|
|
|
3,594
|
|
||||||
Foreign exchange impact
|
—
|
|
|
—
|
|
|
2,431
|
|
|
(9,515
|
)
|
|
2,431
|
|
|
(9,515
|
)
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
147
|
|
|
198
|
|
|
147
|
|
|
198
|
|
||||||
Benefits paid
|
—
|
|
|
(5,300
|
)
|
|
(1,600
|
)
|
|
(1,883
|
)
|
|
(1,600
|
)
|
|
(7,183
|
)
|
||||||
Settlements
|
—
|
|
|
(135,350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135,350
|
)
|
||||||
Projected benefit obligation—end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
92,695
|
|
|
$
|
78,188
|
|
|
$
|
92,695
|
|
|
$
|
78,188
|
|
Change in plan assets and funded status:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Plan assets at fair value—beginning of year
|
$
|
—
|
|
|
$
|
112,859
|
|
|
$
|
57,961
|
|
|
$
|
44,491
|
|
|
$
|
57,961
|
|
|
$
|
157,350
|
|
Actual return on plan assets
|
—
|
|
|
2,316
|
|
|
1,742
|
|
|
(438
|
)
|
|
1,742
|
|
|
1,878
|
|
||||||
Employer contributions
|
—
|
|
|
25,475
|
|
|
1,978
|
|
|
21,225
|
|
|
1,978
|
|
|
46,700
|
|
||||||
Participant contributions
|
—
|
|
|
—
|
|
|
147
|
|
|
198
|
|
|
147
|
|
|
198
|
|
||||||
Foreign exchange impact
|
—
|
|
|
—
|
|
|
1,707
|
|
|
(5,632
|
)
|
|
1,707
|
|
|
(5,632
|
)
|
||||||
Settlements
|
—
|
|
|
(135,350
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135,350
|
)
|
||||||
Benefits paid
|
—
|
|
|
(5,300
|
)
|
|
(1,600
|
)
|
|
(1,883
|
)
|
|
(1,600
|
)
|
|
(7,183
|
)
|
||||||
Plan assets at fair value—end of year
|
—
|
|
|
—
|
|
|
61,935
|
|
|
57,961
|
|
|
61,935
|
|
|
57,961
|
|
||||||
Projected benefit obligation—end of year
|
—
|
|
|
—
|
|
|
92,695
|
|
|
78,188
|
|
|
92,695
|
|
|
78,188
|
|
||||||
Underfunded status
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,760
|
)
|
|
$
|
(20,227
|
)
|
|
$
|
(30,760
|
)
|
|
$
|
(20,227
|
)
|
Accumulated benefit obligation—end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
88,768
|
|
|
$
|
74,928
|
|
|
$
|
88,768
|
|
|
$
|
74,928
|
|
Amounts recognized in the balance sheet:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Non-current liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(30,760
|
)
|
|
$
|
(20,227
|
)
|
|
$
|
(30,760
|
)
|
|
$
|
(20,227
|
)
|
Current liability
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Amounts in accumulated other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Unrecognized actuarial loss
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,667
|
|
|
$
|
28,339
|
|
|
$
|
38,667
|
|
|
$
|
28,339
|
|
|
U.S. Plan
|
|
International Plans
|
|
Total
|
||||||||||||||||||
|
Year ended September 30,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Accumulated other comprehensive loss- beginning of year
|
$
|
—
|
|
|
$
|
68,256
|
|
|
$
|
28,339
|
|
|
$
|
27,669
|
|
|
$
|
28,339
|
|
|
$
|
95,925
|
|
Recognized during year - net actuarial (losses)
|
—
|
|
|
(2,577
|
)
|
|
(2,288
|
)
|
|
(1,811
|
)
|
|
(2,288
|
)
|
|
(4,388
|
)
|
||||||
Occurring during year - settlement loss
|
—
|
|
|
(66,332
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,332
|
)
|
||||||
Occurring during year - net actuarial losses
|
—
|
|
|
653
|
|
|
12,119
|
|
|
5,792
|
|
|
12,119
|
|
|
6,445
|
|
||||||
Foreign exchange impact
|
—
|
|
|
—
|
|
|
497
|
|
|
(3,311
|
)
|
|
497
|
|
|
(3,311
|
)
|
||||||
Accumulated other comprehensive loss- end of year
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
38,667
|
|
|
$
|
28,339
|
|
|
$
|
38,667
|
|
|
$
|
28,339
|
|
|
International Plans
|
||
|
September 30,
|
||
|
2016
|
|
2015
|
Asset category:
|
|
|
|
Equity securities
|
49%
|
|
53%
|
Fixed income securities
|
30%
|
|
32%
|
Commodities
|
4%
|
|
—%
|
Insurance company
|
16%
|
|
13%
|
Cash
|
1%
|
|
2%
|
|
100%
|
|
100%
|
|
Future Benefit Payments
|
||
|
(in thousands)
|
||
Year ending September 30,
|
|
||
2017
|
$
|
1,899
|
|
2018
|
2,314
|
|
|
2019
|
2,566
|
|
|
2020
|
2,861
|
|
|
2021
|
3,175
|
|
|
2022 to 2026
|
22,034
|
|
|
September 30, 2016
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
International plan assets:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Government
|
$
|
8,518
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,518
|
|
Europe corporate investment grade
|
10,218
|
|
|
—
|
|
|
—
|
|
|
10,218
|
|
||||
Europe large capitalization stocks
|
30,615
|
|
|
—
|
|
|
—
|
|
|
30,615
|
|
||||
Commodities
|
2,709
|
|
|
—
|
|
|
—
|
|
|
2,709
|
|
||||
Insurance company funds (1)
|
—
|
|
|
9,578
|
|
|
—
|
|
|
9,578
|
|
||||
Cash
|
297
|
|
|
—
|
|
|
—
|
|
|
297
|
|
||||
|
$
|
52,357
|
|
|
$
|
9,578
|
|
|
$
|
—
|
|
|
$
|
61,935
|
|
|
September 30, 2015
|
||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
International plan assets:
|
|
|
|
|
|
|
|
||||||||
Fixed income securities:
|
|
|
|
|
|
|
|
||||||||
Government
|
$
|
11,086
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,086
|
|
Europe corporate investment grade
|
7,487
|
|
|
—
|
|
|
—
|
|
|
7,487
|
|
||||
Europe large capitalization stocks
|
30,887
|
|
|
—
|
|
|
—
|
|
|
30,887
|
|
||||
Insurance company funds (1)
|
—
|
|
|
7,668
|
|
|
—
|
|
|
7,668
|
|
||||
Cash
|
833
|
|
|
—
|
|
|
—
|
|
|
833
|
|
||||
|
$
|
50,293
|
|
|
$
|
7,668
|
|
|
$
|
—
|
|
|
$
|
57,961
|
|
|
September 30,
|
||||||
Currency Hedged
|
2016
|
|
2015
|
||||
|
(in thousands)
|
||||||
Canadian/U.S. Dollar
|
$
|
14,685
|
|
|
$
|
17,448
|
|
Euro/U.S. Dollar
|
174,120
|
|
|
82,917
|
|
||
British Pound/Euro
|
1,382
|
|
|
9,409
|
|
||
Israeli Sheqel/U.S. Dollar
|
7,271
|
|
|
4,607
|
|
||
Japanese Yen/Euro
|
32,782
|
|
|
25,133
|
|
||
Japanese Yen/U.S. Dollar
|
6,716
|
|
|
—
|
|
||
Swiss Franc/U.S. Dollar
|
730
|
|
|
5,149
|
|
||
All other
|
11,848
|
|
|
12,592
|
|
||
Total
|
$
|
249,534
|
|
|
$
|
157,255
|
|
Derivatives Not Designated as Hedging Instruments
|
|
Location of Gain or (Loss) Recognized in Income
|
|
Net realized and unrealized gain or (loss) (excluding the underlying foreign currency exposure being hedged)
|
||||||||||
|
|
|
|
Twelve months ended
|
|
|
||||||||
|
|
|
|
September 30,
2016 |
|
September 30,
2015 |
|
September 30,
2014 |
||||||
|
|
|
|
(in thousands)
|
||||||||||
Forward Contracts
|
|
Other Income (Expense)
|
|
$
|
(883
|
)
|
|
$
|
615
|
|
|
$
|
(3,769
|
)
|
Currency Hedged
|
September 30,
2016 |
|
September 30,
2015 |
||||
|
(in thousands)
|
||||||
Euro / U.S. Dollar
|
$
|
26,181
|
|
|
$
|
—
|
|
Japanese Yen / U.S. Dollar
|
8,800
|
|
|
—
|
|
||
SEK / U.S. Dollar
|
4,078
|
|
|
—
|
|
||
Total
|
$
|
39,059
|
|
|
$
|
—
|
|
Derivatives Designated as Hedging Instruments
|
|
Gain or (Loss)Recognized in OCI-Effective Portion
|
|
Location of Gain or (Loss) Reclassified from OCI into Income-Effective Portion
|
|
Gain or (Loss) Reclassified from OCI into Income-Effective Portion
|
|
Location of Gain or (Loss) Recognized-Ineffective Portion
|
|
Gain or (Loss) Recognized-Ineffective Portion
|
||||||
|
|
Twelve Months Ended
|
|
|
|
Twelve Months Ended
|
|
|
|
Twelve Months Ended
|
||||||
|
|
September 30,
2016 |
|
|
|
September 30,
2016 |
|
|
|
September 30,
2016 |
||||||
Forward Contracts
|
|
$
|
(3,859
|
)
|
|
Software Revenue
|
|
$
|
(2,436
|
)
|
|
Other Income (Expense)
|
|
$
|
(24
|
)
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||||
September 30, 2016
|
Gross Amount of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts of Assets Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Amount
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Forward Contracts
|
$
|
260
|
|
|
$
|
—
|
|
|
$
|
260
|
|
|
$
|
(260
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||||
September 30, 2016
|
Gross Amount of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Amount
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Forward Contracts
|
$
|
3,170
|
|
|
$
|
—
|
|
|
$
|
3,170
|
|
|
$
|
(260
|
)
|
|
$
|
—
|
|
|
$
|
2,910
|
|
|
Year ended September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Solutions Group
|
|
|
|
|
|
||||||
Revenue
|
$
|
871,225
|
|
|
$
|
980,274
|
|
|
$
|
1,073,426
|
|
Direct costs
|
186,174
|
|
|
224,042
|
|
|
244,020
|
|
|||
Profit
|
685,051
|
|
|
756,232
|
|
|
829,406
|
|
|||
|
|
|
|
|
|
||||||
IoT Group
|
|
|
|
|
|
||||||
Revenue
|
72,371
|
|
|
49,249
|
|
|
4,815
|
|
|||
Direct costs
|
83,747
|
|
|
28,998
|
|
|
8,534
|
|
|||
Profit (loss)
|
(11,376
|
)
|
|
20,251
|
|
|
(3,719
|
)
|
|||
|
|
|
|
|
|
||||||
Professional Services
|
|
|
|
|
|
||||||
Revenue
|
196,937
|
|
|
225,719
|
|
|
278,726
|
|
|||
Direct costs
|
165,325
|
|
|
193,397
|
|
|
237,689
|
|
|||
Profit
|
31,612
|
|
|
32,322
|
|
|
41,037
|
|
|||
|
|
|
|
|
|
||||||
Total segment revenue
|
1,140,533
|
|
|
1,255,242
|
|
|
1,356,967
|
|
|||
Total segment costs
|
435,246
|
|
|
446,437
|
|
|
490,243
|
|
|||
Total segment profit
|
705,287
|
|
|
808,805
|
|
|
866,724
|
|
|||
|
|
|
|
|
|
||||||
Other unallocated operating expenses (1)
|
666,028
|
|
|
723,780
|
|
|
641,742
|
|
|||
Restructuring charges
|
76,273
|
|
|
43,409
|
|
|
28,406
|
|
|||
Total operating income (loss)
|
(37,014
|
)
|
|
41,616
|
|
|
196,576
|
|
|||
Interest and other expense, net
|
30,178
|
|
|
15,091
|
|
|
10,464
|
|
|||
Income (loss) before income taxes
|
$
|
(67,192
|
)
|
|
$
|
26,525
|
|
|
$
|
186,112
|
|
(1)
|
The Solutions Group segment includes depreciation of
$5.4 million
,
$5.6 million
and
$5.7 million
in 2016, 2015 and 2014, respectively. The IoT Group segment includes depreciation of
$1.6 million
,
$1.0 million
and
$0.1 million
in 2016, 2015 and 2014, respectively. The Professional Services segment includes depreciation of
$2.0 million
,
$2.2 million
and
$2.3 million
in 2016, 2015 and 2014, respectively. Unallocated departments includes depreciation of
$19.7 million
,
$20.1 million
and
$19.0 million
in 2016, 2015 and 2014, respectively.
|
•
|
CAD: PTC Creo
®
and PTC Mathcad
®
.
|
•
|
PLM: PLM solutions (primarily PTC Windchill
®
), PTC Integrity
™
and Atego
®
.
|
•
|
SLM: PTC Arbortext
®
and PTC Servigistics
®
.
|
•
|
IoT: ThingWorx
®
, Axeda
®
and Vuforia.
|
|
September 30,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Long-lived tangible assets:
|
|
|
|
|
|
||||||
Americas (3)
|
$
|
48,281
|
|
|
$
|
47,509
|
|
|
$
|
51,027
|
|
Europe
|
6,915
|
|
|
7,424
|
|
|
7,020
|
|
|||
Asia-Pacific
|
11,917
|
|
|
10,229
|
|
|
9,736
|
|
|||
Total long-lived tangible assets
|
$
|
67,113
|
|
|
$
|
65,162
|
|
|
$
|
67,783
|
|
(1)
|
Includes revenue in the United States totaling
$463.1 million
,
$500.6 million
and
$518.7 million
for
2016
,
2015
and
2014
, respectively.
|
(2)
|
Includes revenue in Germany totaling
$167.2 million
,
$177.1 million
and
$200.3 million
for
2016
,
2015
and
2014
, respectively.
|
(3)
|
Substantially all of the Americas long-lived tangible assets are located in the United States.
|
|
TSR units
|
|
Performance-Based RSUs
|
|
Time-Based RSUs
|
||||||
|
(in thousands)
|
||||||||||
Maximum number of RSUs eligible to vest
|
495
|
|
|
316
|
|
|
711
|
|
|||
Intrinsic value on grant date based on the maximum number of RSUs eligible to vest
|
$
|
23,482
|
|
|
$
|
14,991
|
|
|
$
|
33,731
|
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Revenue
|
$
|
1,140,533
|
|
|
$
|
1,255,242
|
|
|
$
|
1,356,967
|
|
|
$
|
1,293,541
|
|
|
$
|
1,255,679
|
|
Gross margin
|
814,868
|
|
|
920,508
|
|
|
983,284
|
|
|
920,502
|
|
|
883,551
|
|
|||||
Operating income (loss) (2)
|
(37,014
|
)
|
|
41,616
|
|
|
196,576
|
|
|
127,324
|
|
|
128,096
|
|
|||||
Net income (loss) (2) (3)
|
(54,465
|
)
|
|
47,557
|
|
|
160,194
|
|
|
143,769
|
|
|
(35,398
|
)
|
|||||
Earnings (loss) per share—Basic (2) (3)
|
(0.48
|
)
|
|
0.41
|
|
|
1.36
|
|
|
1.20
|
|
|
(0.30
|
)
|
|||||
Earnings (loss) per share—Diluted (2) (3)
|
(0.48
|
)
|
|
0.41
|
|
|
1.34
|
|
|
1.19
|
|
|
(0.30
|
)
|
|||||
Total assets
|
2,352,253
|
|
|
2,209,913
|
|
|
2,199,954
|
|
|
1,828,906
|
|
|
1,791,634
|
|
|||||
Working capital (4)
|
(11,930
|
)
|
|
87,419
|
|
|
105,500
|
|
|
151,603
|
|
|
397,408
|
|
|||||
Long-term liabilities
|
855,068
|
|
|
732,482
|
|
|
719,398
|
|
|
373,813
|
|
|
512,631
|
|
|||||
Stockholders’ equity
|
842,666
|
|
|
860,171
|
|
|
853,889
|
|
|
926,480
|
|
|
797,259
|
|
|
September 30,
2016
|
|
July 2,
2016
|
|
April 2,
2016
|
|
January 2, 2016
|
||||||||
Revenue
|
$
|
288,237
|
|
|
$
|
288,652
|
|
|
$
|
272,627
|
|
|
$
|
291,017
|
|
Gross margin
|
205,381
|
|
|
206,182
|
|
|
192,436
|
|
|
210,870
|
|
||||
Operating income (loss) (2)
|
(33,075
|
)
|
|
7,596
|
|
|
1,758
|
|
|
(13,292
|
)
|
||||
Net income (loss) (2) (3)
|
(28,473
|
)
|
|
3,073
|
|
|
(5,173
|
)
|
|
(23,892
|
)
|
||||
Earnings (loss) per share (2) (3):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.25
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.05
|
)
|
|
$
|
(0.21
|
)
|
Diluted
|
$
|
(0.25
|
)
|
|
$
|
0.03
|
|
|
$
|
(0.05
|
)
|
|
$
|
(0.21
|
)
|
Common Stock prices: (5)
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
44.75
|
|
|
$
|
39.44
|
|
|
$
|
34.20
|
|
|
$
|
37.09
|
|
Low
|
$
|
36.57
|
|
|
$
|
31.58
|
|
|
$
|
27.06
|
|
|
$
|
30.53
|
|
|
September 30,
2015
|
|
July 4,
2015
|
|
April 4,
2015
|
|
January 3,
2015
|
||||||||
Revenue
|
$
|
312,568
|
|
|
$
|
303,113
|
|
|
$
|
314,119
|
|
|
$
|
325,442
|
|
Gross margin
|
236,206
|
|
|
223,737
|
|
|
228,065
|
|
|
232,500
|
|
||||
Operating income (loss) (2)
|
(21,610
|
)
|
|
21,607
|
|
|
3,988
|
|
|
37,631
|
|
||||
Net income (loss) (2) (3)
|
(5,553
|
)
|
|
17,435
|
|
|
5,392
|
|
|
30,284
|
|
||||
Earnings (loss) per share (2) (3):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.05
|
)
|
|
$
|
0.15
|
|
|
$
|
0.05
|
|
|
$
|
0.26
|
|
Diluted
|
$
|
(0.05
|
)
|
|
$
|
0.15
|
|
|
$
|
0.05
|
|
|
$
|
0.26
|
|
Common Stock prices: (5)
|
|
|
|
|
|
|
|
||||||||
High
|
$
|
41.48
|
|
|
$
|
42.75
|
|
|
$
|
37.06
|
|
|
$
|
39.38
|
|
Low
|
$
|
30.97
|
|
|
$
|
36.09
|
|
|
$
|
31.15
|
|
|
$
|
33.61
|
|
(1)
|
The consolidated financial position and results of operations data reflect our acquisitions of Kepware on January 12, 2016 for
$99.4 million
in cash, Vuforia on November 3, 2015 for
$64.8 million
in cash, ColdLight on May 7, 2015 for
$98.6 million
in cash, Axeda on August 11, 2014 for
$165.9 million
in cash, ThingWorx on December 30, 2013 for
$111.5 million
in cash and Servigistics on October 2, 2012 for $220.8 million in cash, as well as certain other less significant businesses during these periods. Results of operations for the acquired businesses have been included in the Consolidated Statements of Operations since their acquisition dates.
|
(2)
|
Operating income (loss) and net income (loss) in 2016 includes pre-tax restructuring charges of
$76.3 million
($31.7 million in the fourth quarter, $2.8 million in the third quarter, $4.6 million in the second quarter and $37.2 million in the first quarter). Operating income and net income in 2015 includes a pre-tax U.S pension settlement loss of $66.3 million recorded in the fourth quarter, a $28.2 million charge related to a legal accrual and pre-tax restructuring charges of $43.4 million ($0.8 million in the fourth quarter, $4.4 million in the third quarter, $38.5 million in the second quarter and ($0.3) million in the first quarter). Operating income and net income in 2014 includes pre-tax restructuring charges of $28.4 million ($26.8 million in the fourth quarter, $0.5 million in the third quarter and $1.1 million in the first quarter). Operating income and net income in 2013 includes pre-tax restructuring charges of $52.2 million ($17.9 million in the fourth quarter, $3.1 million in the third quarter, $15.8 million in the second quarter and $15.4 million in the first quarter). Operating income and net income (loss) in 2012 includes pre-tax restructuring charges of $24.9 million.
|
(3)
|
In 2015, net income includes an
$18.7 million
tax benefit related to settlement of our U.S pension plan recorded in the fourth quarter. Net income in 2014 and 2013 includes tax benefits totaling $18.1 million ($9.1 million in the fourth quarter and $8.9 million in the second quarter) and $44.6 million ($12.0 million in the fourth quarter and $32.6 million in the first quarter), respectively, related to the reversal of a portion of the valuation allowance in the U.S. related to the impact on deferred taxes in accounting for acquisitions and accounting for the U.S. pension plan. The net loss in 2012 includes a net tax charge of $124.5 million recorded in the fourth quarter ended September 30, 2012 to establish a valuation allowance against our U.S. net deferred tax assets.
|
(4)
|
Working capital in 2012 includes funds borrowed under our credit facility to fund our acquisition of Servigistics, (approximately $220 million) which closed on October 2, 2012.
|
(5)
|
The common stock prices are based on the Nasdaq Global Select Market daily high and low sale prices. Our common stock is traded on the Nasdaq Global Select Market under the symbol "PTC".
|
1.
|
Purpose
.
|
2.
|
Certain Definitions
.
|
(a)
|
“Board” means the Board of Directors of the Company, and “Committee” means the Compensation Committee of the Board or such other committee as the Board may appoint from time to time to administer the Plan.
|
(b)
|
“Compensation” means
the base wages paid to an Employee by the
|
(c)
|
“Coordinator” means the officer of the Company or other person charged with day-to-day supervision of the Plan as appointed from time to time by the Board or the Committee.
|
(d)
|
“Eligible Employee” with respect to any Offering hereunder means any Employee who, as of the Offering Commencement Date for such Offering:
|
(e)
|
“Employee” means an employee (as that term is used in Section 423) of the Company or any of its Subsidiaries. Employees shall not include individuals classified as independent contractors.
|
(f)
|
“Exercise Price” means the purchase price of a share of Common Stock hereunder as provided in Section 6 below.
|
(g)
|
“Fair Market Value” of a Share means, as of any date, the value of Common Stock determined as follows:
|
(h)
|
“Full-Time Employee” is an Employee whose customary employment is for more than (i) 20 hours per week and (ii) five months, in the calendar year during which the respective Offering Commencement Date occurs.
|
(i)
|
“Offering” is an offering of Shares pursuant to Section 5 of the Plan.
|
(j)
|
“Offering Commencement Date” means the date on which an Offering under the Plan commences, and “Offering Termination Date” means the date on which an Offering under the Plan terminates.
|
(k)
|
“Participant” means an Eligible Employee who elects to participate in the Plan.
|
(l)
|
“Purchase Date” means each date on which the rights granted under the Plan may be exercised for the purchase of Shares.
|
(m)
|
“Option” means the right to purchase Shares pursuant to the Plan during each Offering.
|
(n)
|
“Section 423” and subdivisions thereof refer to Section 423 of the Code or any successor provision(s).
|
(o)
|
“Shares” means the shares of Common Stock issuable under the Plan.
|
(p)
|
“Subsidiary” means a subsidiary corporation, as defined in Section 424 of the Code, of the Company the Employees of which are designated by the Board of Directors or the Committee as eligible to participate in the Plan.
|
3.
|
Administration of the Plan
.
|
4.
|
Shares Subject to the Plan
.
|
(a)
|
Subject to adjustment as set forth herein, the maximum aggregate number of Shares that may be purchased upon exercise of Options granted under the Plan shall be 2,000,000. Shares made available for sale under the Plan may be authorized but unissued stock or reacquired stock, as the Committee shall determine.
|
(b)
|
Appropriate adjustments in such amount, the number of Shares covered by outstanding Options granted hereunder, the securities that may be purchased hereunder, the Exercise Price, and the maximum number of Shares or other securities that an employee may purchase (pursuant to Section 8 below) shall be made to give effect to any mergers, consolidations, reorganizations, recapitalizations, stock splits, stock dividends or other relevant changes in the capitalization of the Company occurring after the effective date of the Plan; provided that any fractional Share otherwise issuable hereunder as a result of such an adjustment shall be adjusted downward to the nearest full Share.
|
(c)
|
In the event of a consolidation or merger in which the Company is not the surviving corporation or in the event of the sale or transfer of substantially all the Company’s assets, all outstanding rights to purchase Shares will terminate, provided that prior to the effective date of any such merger, consolidation or sale of assets, the Committee may, in its sole discretion (i) refund all accumulated payroll deductions and cancel all outstanding Options, or (ii) accelerate the Purchase Date to a date established by the Board on or before the date of consummation of such merger, consolidation or sale, and all outstanding Options will be exercised on such date, or (iii) if there is a surviving corporation or acquiring corporation, arrange to have that corporation or an affiliate of such corporation assume the Options or grant to the participants an equivalent Option having equivalent terms and conditions as determined by the Committee.
|
(d)
|
If for any reason any Option under the Plan terminates in whole or in part, Shares subject to such terminated Option may again be subjected to an Option under the Plan.
|
5.
|
Offerings; Participation
.
|
(a)
|
From time to time, the Company, by action of the Committee, will grant an Option to purchase Shares to Eligible Employees pursuant to one or more Offerings; provided that the Committee may establish administrative rules requiring that an Eligible Employee be employed by the Company or any of its Subsidiaries for a minimum period prior to the Offering Commencement Date to be eligible to participate with respect to the Offering beginning on that Offering Commencement Date. Each Offering shall have an Offering Commencement Date, an Offering Termination Date, and one or more Purchase Dates as designated by the Committee. No Offering may last longer than twenty-seven (27) months or such longer period as may then be consistent with Section 423. The Committee may limit the number of Shares issuable in any Offering, either before or during such Offering; provided, however, that in no event may a Participant purchase more than 1,500 Shares in any one Offering.
|
(b)
|
Participation in each Offering shall be limited to Eligible Employees (in accordance with any administrative rules established by the Committee) who elect to participate in such Offering in the manner, and within the time limitations, established by the Committee. No person otherwise eligible to participate in any Offering under the Plan shall be entitled to participate if he or she has elected not to participate. Any such election not to participate may be revoked only with the consent of the Committee. A Participant may elect to have payroll deductions made on each pay day or other contributions (to the extent permitted by the Committee) made during the Offering Period in an amount not exceeding ten percent (10%) of the Compensation which the Participant receives for the year.
Amounts deducted from Participant’s Compensation by payroll deduction shall be credited to a separate bookkeeping account established and maintained by the Company in the name of each Participant. No interest shall be paid upon payroll deductions or other amounts held hereunder (whether or not used to purchase Shares) unless specifically provided for by the Committee. All payroll deductions and other amounts received or held by the Company under this Plan may be used by the Company for any corporate purpose, and the Company shall not be obligated to segregate such amounts.
|
(c)
|
A Participant who has elected to participate in an Offering may make such changes in the level of payroll deductions as the Committee may permit from time to time, or may withdraw from such Offering, by giving written notice to the Company before any Purchase Date. No Participant who has withdrawn from participating in an Offering may resume participation in the same Offering, but he or she may participate in any subsequent Offering if otherwise eligible.
|
(d)
|
Upon termination of a Participant’s employment for any reason, including retirement, disability or death, while in the employ of the Company or a Subsidiary, such Participant will be deemed to have withdrawn from participation in all pending Offerings.
|
(e)
|
Notwithstanding any provisions in the Plan to the contrary, the Committee may allow Eligible Employees to participate in the Plan through cash, check or other means instead of payroll deductions if payroll deductions are not permitted under applicable local law.
|
6.
|
Exercise Price
.
|
7.
|
Exercise of Options; Method of Payment
.
|
(a)
|
Subject to any applicable limitation on purchases under the Plan, and unless the Participant has previously withdrawn from the respective Offering, Options granted to a Participant will be exercised automatically on the Purchase Date of the respective Offering coinciding with the Offering Termination Date, for the purchase of the number of whole Shares that may be purchased at the applicable Exercise Price with the accumulated payroll deductions or other amounts contributed by such Participant as of the respective Purchase Date. Fractional Shares will not be issued under the Plan, and any amount that would otherwise have been applied to the purchase of a fractional Share shall be repaid to the Participant within a reasonable time thereafter. The Company will deliver to each Participant the shares of Common Stock purchased within a reasonable time after the Purchase Date using such means as may be determined by the Committee.
|
(b)
|
Any amounts withheld from the Participant’s Compensation or contributed by Participant that are not used for the purchase of Shares, whether because of such Participant’s withdrawal from participation in an Offering (voluntarily, upon termination of employment, or otherwise) or for any other reason, shall be repaid to the Participant or his or her Designated Beneficiary or legal representative, as applicable, within a reasonable time thereafter.
|
(c)
|
The Company’s obligation to offer, sell and deliver Shares under the Plan at any time is subject to (i) the approval of any governmental authority required in connection with the authorized issuance or sale of such Shares, (ii) satisfaction of the listing requirements of any national securities exchange or securities market on which the Common Stock is then listed, and (iii) compliance, in the opinion of the Company’s counsel, with all applicable federal and state securities and other laws.
|
8.
|
Limitations on Purchase Rights
.
|
(a)
|
Any provision of the Plan or any other employee stock purchase plan of the Company or any subsidiary (collectively, “Other Plans”) to the contrary notwithstanding, no Eligible Employee shall be granted an option to purchase Common Stock (or other stock of the Company and any subsidiary) under the Plan and all Other Plans at a rate that exceeds an aggregate of $25,000 (or such other maximum as may be prescribed from time to time by Section 423) in Fair Market Value of such stock (determined at the time the rights are granted) for each calendar year in which any such right is outstanding. (b) An Eligible Employee’s participation in any one or a combination of Offerings under the Plan shall not exceed such additional limits as the Committee may from time to time impose.
|
9.
|
Sub-Plans
.
|
10.
|
Tax Withholding
.
|
11.
|
Participants’ Rights as Shareholders and Employees
.
|
(a)
|
No Participant shall have any rights as a shareholder in the Shares covered by an Option granted hereunder until such right has been exercised, full payment has been made for such Shares, and the Shares are actually issued.
|
(b)
|
Each Employee is an employee-at-will (that is to say that either the Employee or the Company or any Subsidiary may terminate the employment relationship at any time for any reason or no reason at all) unless and only to the extent provided in a written employment agreement for a specified term executed by an authorized signatory of the Company or any Subsidiary. Neither the adoption, maintenance, nor operation of the Plan nor any grant of rights hereunder shall confer upon any Employee any right with respect to the continuance of such Employee’s employment with the Company or any Subsidiary nor shall they interfere with the rights of the Company or Subsidiary to terminate any Employee at any time or otherwise change the terms of employment, including, without limitation, the right to promote, demote or otherwise reassign any Employee from one position to another within the Company or any Subsidiary.
|
12.
|
Options Not Transferable
.
|
13.
|
Amendments to or Termination of the Plan
.
|
14.
|
Governing Law
.
|
15.
|
Effective Date and Term
.
|
PTC INC.
By:
/s/ Barry Cohen
Title:
EVP Strategy
|
Craig Hayman
/s/ Craig Hayman
|
|
|
PTC INC.,
as the Parent
|
|
|
|
|
|
By:
/s/Stephen G. Bouchard
____________
|
|
|
Name: Stephen G. Bouchard
|
|
Title: Treasurer
|
|
|
PTC (IFSC) LIMITED,
as the Irish Borrower
|
|
|
|
|
|
By:
/s/Eamonn Clarke_________________
|
|
|
Name: Eamonn Clarke
|
|
Title: Director
|
Name of Lender: Fifth Third Bank
|
|
|
|
|
|
|
|
|
|
|
|
By
_/s/Glen Mastey
_____________________
|
|
|
Name: Glen Mastey
|
|
Title: Managing Director
|
|
|
|
|
|
|
For any Lender requiring a second signature line:
|
|
|
|
|
|
By _________________________________
|
|
|
Name:
|
|
Title:
|
Name of Lender:
|
|
|
|
HSBC Bank USA, National Association
|
|
|
|
|
|
|
|
By _
/s/Zhiyan Zeng
___________________
|
|
|
Name: Zhiyan Zeng
|
|
Title: Vice President
|
|
Name of Lender:
|
|
|
|
Citizens Bank N.A.
|
|
|
|
|
|
|
|
By _
/s/Patricia Grieve
____________
|
|
|
Name: Patricia Grieve
|
|
Title: Vice President
|
|
|
|
|
|
|
For any Lender requiring a second signature line:
|
|
|
|
|
|
By _________________________________
|
|
|
Name:
|
|
Title:
|
Name of Lender:
|
|
|
|
ROYAL BANK OF CANADA
|
|
|
|
|
|
|
|
By
/s/Theodore Brown
_____________
|
|
|
Name: Theodore Brown
|
|
Title: Authorized Signatory
|
|
|
|
|
|
|
For any Lender requiring a second signature line:
|
|
|
|
|
|
By _________________________________
|
|
|
Name:
|
|
Title:
|
Name of Lender:
|
|
|
|
SANTANDER BANK, N.A.
|
|
|
|
|
|
|
|
By _
/s/Marcelo Castro
__________
|
|
|
Name: Marcelo Castro
|
|
Title: Managing Director
|
|
|
|
|
|
|
For any Lender requiring a second signature line:
|
|
|
|
|
|
By _________________________________
|
|
|
Name:
|
|
Title:
|
Name of Lender:
|
|
|
|
TD BANK, N.A.
|
|
|
|
|
|
|
|
By _
/s/Christopher Matheson
____________
|
|
|
Name: Christopher Matheson
|
|
Title: Director
|
|
|
|
|
|
|
For any Lender requiring a second signature line:
|
|
|
|
|
|
By _________________________________
|
|
|
Name:
|
|
Title:
|
Name of Lender:
|
|
|
|
BARCLAYS BANK PLC
|
|
|
|
|
|
|
|
By _
/s/Christopher Aitkin
_____________
|
|
|
Name: Christopher Aitkin
|
|
Title: Assistant Vice President
|
|
|
|
|
|
|
For any Lender requiring a second signature line:
|
|
|
|
|
|
By _________________________________
|
|
|
Name:
|
|
Title:
|
Name of Lender:
|
|
|
|
SUNTRUST BANK
|
|
|
|
|
|
|
|
By _
/s/Jason Crowley
______________
|
|
|
Name: Jason Crowley
|
|
Title: Vice President
|
|
|
|
|
|
|
For any Lender requiring a second signature line:
|
|
|
|
|
|
By _________________________________
|
|
|
Name:
|
|
Title:
|
Name of Lender:
|
|
|
|
U.S. BANK NATIONAL ASSOCIATION
|
|
|
|
|
|
|
|
By _
/s/Brian Seipke
_________________
|
|
|
Name: Brian Seipke
|
|
Title: Vice President
|
|
|
|
|
|
Name of Lender:
|
|
|
|
WELLS FARGO BANK, N.A.
|
|
|
|
|
|
|
|
By _
/s/David Mallett
_________________
|
|
|
Name: David Mallett
|
|
Title: Managing Director
|
|
|
|
|
|
|
For any Lender requiring a second signature line:
|
|
|
|
|
|
By _________________________________
|
|
|
Name:
|
|
Title:
|
Name of Lender:
|
|
|
|
SILICON VALLEY BANK
|
|
|
|
|
|
|
|
By _
/s/Frank Groccia
________________
|
|
|
Name: Frank Groccia
|
|
Title: Vice President
|
|
|
|
Name of Lender:
|
|
|
|
The Huntington National Bank
|
|
|
|
|
|
|
|
By _
/s/Jared Shaner
____________
|
|
|
Name: Jared Shaner
|
|
Title: Vice President
|
|
|
|
Name of Lender:
|
|
|
|
BANK OF AMERICA, N.A.
|
|
|
|
|
|
|
|
By _
/s/Mukesh Singh
____________
|
|
|
Name: Mukesh Singh
|
|
Title: Vice President
|
|
|
|
Name of Lender:
|
|
|
|
PEOPLE’S UNITED BANK, NATIONAL ASSOCIATION, AS LENDER
|
|
|
|
|
|
|
|
By _
/s/Kathryn Williams
____________
|
|
|
Name: Kathryn Williams
|
|
Title: Vice President
|
|
|
|
1.
|
Plan Incorporated by Reference
. This Award is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan. This certificate does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.
|
2.
|
Restricted Stock Units
. Each Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the fulfillment of the vesting conditions.
|
3.
|
Vesting of Restricted Stock Units; Issuance of Common Stock
. Subject to Sections 5, 6 and 9 below, upon each vesting of a Restricted Stock Unit in accordance with the vesting schedule set forth on the face of this certificate (each, a “Vest Date”), the Company shall issue to the Holder one share of Common Stock for each Restricted Stock Unit that vests on such Vest Date (the “Shares”) as soon as practicable after such Vest Date, but in no event later than March 15 of the following calendar year.
|
4.
|
Award and Restricted Stock Units Not Transferable
. This Award and the Restricted Stock Units are not transferable by the Holder.
|
5.
|
Termination of Employment or Engagement
. If the Holder’s status as an employee or consultant of the Company and all Affiliates is terminated for any reason (voluntary or involuntary and including disability, death or retirement), all Restricted Stock Units that remain unvested shall thereupon immediately and irrevocably terminate and unvested RSUs and the underlying Shares in respect of such RSUs shall immediately and irrevocably be forfeited. Notwithstanding the foregoing, if the Holder is on military, sick leave or other leave of absence approved by the Company, his or her employment or engagement with the Company (or its Affiliate) will be treated as continuing intact if the period of such leave does not exceed ninety (90) days, or, if longer, so long as the Holder’s right to reemployment or the survival of his or her service arrangement with the Company (or its Affiliate) is guaranteed either by statute or by contract; otherwise, the Holder’s employment or engagement will be deemed to have terminated on the 91st day of such leave.
|
6.
|
Retirement
. Notwithstanding Section 5, if the Holder’s status as an employee of the Company and all Affiliates terminates by reason of a Covered Retirement, as defined below, unvested Restricted Stock Units will remain outstanding and continue to vest and be settled on each remaining Vest Date without regard to the requirement that the Holder be employed by the Company and all Affiliates. For purposes hereof, a “Covered Retirement” is the voluntary termination of a Retirement Eligible Individual who has provided the Company not less than six months’ prior notice of such employee’s intent to retire from the Company or an Affiliate. A “Retirement Eligible Individual” means an employee of the Company or an Affiliate who is 65 years of age or older and has at least 15 years of credited employment service with the Company and/or all Affiliates.
|
7.
|
No Right to Shares or as a Stockholder
. The Holder shall not have any right in, to or with respect to any of the Shares (including voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by issuance of such Shares to the Holder.
|
8.
|
Payment of Taxes
. (a) The Holder shall pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld with respect to the Shares no later than the date of the event creating the tax liability and in any event before any Shares are delivered to the Holder. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind due to the Holder. The Company may, in its discretion, withhold from the Shares delivered to the Holder for any Vest Date such number of Shares as the Company determines is necessary to satisfy the minimum tax obligations required by law to be withheld or paid in connection with the issuance of such Shares, valued at their Fair Market Value on the date of issuance.
|
9.
|
Specified Employee Delay under Section 409A of the Code
. The Company shall delay the issuance of any Shares upon any Vest Date to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified employees” as a result of their separation from service) to the date that is six months and one day following the date of the Holder’s separation from service (or shorter period ending on the date of the Holder’s death following such separation).
|
10.
|
Change in Control
. In order to preserve Holder’s rights under this Award in the event of a change in control of the Company (as defined by the Committee), the Committee in its discretion may at any time take one or more of the following actions: (i) provide for the acceleration of any Vest Date, (ii) provide for payment to the Holder of cash or other property with a Fair Market Value equal to the amount that would have been received with respect to the Shares had the Award fully vested upon the change in control, (iii) adjust the terms of this Award in a manner determined by the Committee to reflect the change in control, (iv) cause the Award to be assumed, or new rights substituted therefor, by another entity, or (v) make such other provision as the Committee may consider equitable to the Holder and in the best interests of the Company.
|
11.
|
Securities and Other Laws
. It shall be a condition to the Holder’s right to receive the Shares hereunder that the Company may, in its discretion, require (a) that the Shares shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company’s Common Stock may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the Shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed issuance and delivery of the Shares to the Holder shall be exempt from registration under that Act and the Holder shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such Shares by the Company shall have been taken by the Company or the Holder, or both.
|
12.
|
No Right To Employment
. No person shall have any claim or right to be granted an Award. Each employee of the Company or any of its Affiliates is an employee-at-will (that is to say that either the Holder or the Company or any Affiliate may terminate the employment relationship at any time for any reason or no reason at all) unless, and only to the extent, provided in a written employment agreement for a specified term executed by the chief executive officer of the Company or his duly authorized designee or the authorized signatory of any Affiliate. Neither the adoption, maintenance, nor operation of the Plan nor any Award thereunder shall confer upon any employee of the Company or of any Affiliate any right with respect to the continuance of his or her employment by the Company or any such Affiliate nor shall they interfere with the right of the Company (or Affiliate) to terminate any employee at any time or otherwise change the terms of employment, including, without limitation, the right to promote, demote or otherwise re-assign any employee from one position to another within the Company or any Affiliate.
|
13.
|
Solicitation or Hiring of PTC Employees
. The Holder agrees that during Holder’s employment and for a period of one (1) year after termination of Holder’s employment (whether voluntary or involuntary), the Holder will not recruit or hire, or attempt to recruit or hire, or assist any third party in any attempt to recruit or hire, any employee of PTC or any PTC subsidiary or ex-employee of PTC or a PTC subsidiary whose employment was terminated less than six (6) months prior to the date of such recruitment or hiring.
|
14.
|
Business Interference
. The Holder agrees that during Holder’s employment with PTC and for a period of one (1) year after termination (whether voluntary or involuntary), the Holder will not:
|
a)
|
make known to any person, firm or corporation the names and/or contact information of any customers or accounts, or prospective customers of PTC or a PTC subsidiary (each a “PTC Account”); or
|
b)
|
solicit, divert or take away, or attempt to divert or take away, the business or patronage of any PTC Accounts, or accept any unsolicited business or patronage for products or services similar to those offered by PTC from any PTC Accounts, in each case insofar as they were identified, contacted, solicited or served by the Holder, either directly or indirectly, while the Holder was a PTC employee; or
|
c)
|
otherwise interfere with, disrupt or attempt to disrupt relations between PTC and any of its employees, contractors, vendors or PTC Accounts.
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15.
|
Noncompetition
.
The Holder agrees that during Holder’s employment and for a period of one (1) year after termination (whether voluntary or involuntary), the Holder will not provide services, in any capacity, whether as an employee, independent contractor or otherwise, for any (a) competitor of PTC (including, but not limited to, Dassault Systems, Siemens PLM, Autodesk, Oracle PLM, SAP PLM) or any distributor or reseller of any PTC competitor, or (b) any company that is planning to offer products or services that will compete with PTC products or services. The Holder acknowledges that the appropriate geographic boundary for the foregoing non-competition restriction includes: (i) any market within the United States in which PTC provides products or services; and (ii) any foreign market in which PTC provides products or services.
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16.
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Miscellaneous
. The Holder agrees that the obligations imposed on the Holder in this Agreement will apply during Holder’s employment with PTC and will survive the termination of Holder’s employment. The Holder further agrees that any change in Holder’s position, title or responsibilities while employed by PTC will not invalidate or otherwise affect the validity or enforceability of this Agreement. The Holder agrees that the restrictions imposed in Section 15 are necessary to protect PTC’s trade secrets, Proprietary Information, know-how, business and goodwill. The Holder agrees that the non-competition agreement in Section 15 is reasonable in duration, geographical area and scope. The Holder acknowledges that the provisions of Section 15 are a material term of Holder’s employment relationship and that PTC would not have employed the Holder or issued this RSU award absent this agreement. The obligations in Sections 13, 14 and 15 of these Terms and Conditions will apply whether Holder’s actions are taken individually or as a principal, agent, officer, director, employee, consultant, partner, member or shareholder (other than as the passive holder of less than 5% of the shares of a publicly traded company) of any firm, corporation or other entity or group or otherwise, alone or in association with any other individual, firm, corporation or other entity or group.
|
PTC Inc.
2000 Equity Incentive Plan Restricted Stock Unit Certificate
Grant No.
_______________
PTC Inc. (the “Company”), a Massachusetts corporation, hereby grants to the person named below restricted stock units (“Restricted Stock Units” or “RSUs”) representing the right to receive shares of Common Stock, $0.01 par value, of the Company (the “Award”) under and subject to the Company's 2000 Equity Incentive Plan (the “Plan”) on the terms and conditions set forth below and in the Plan. By accepting this award, the Employee agrees to those terms and conditions.
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|
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Name of Holder:
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______________________________________________
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Employee ID Number:
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______________________________________________
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Number of Restricted Stock Units:
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______________________________________________
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Date of Grant:
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______________________________________________
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Vesting Schedule:
|
on ________, 20__, __________ RSUs;
on ________, 20__, __________ RSUs; on ________, 20__, __________ RSUs; |
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The shares issuable upon vesting of this Award will not be released until all applicable withholding taxes have been collected from the Holder or otherwise provided for.
PTC Inc.
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By: _______________________________
James E. Heppelmann
President & Chief Executive Officer
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1.
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Plan Incorporated by Reference
. This Award is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan. This certificate does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.
|
2.
|
Restricted Stock Units
. Each Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the fulfillment of the vesting conditions.
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3.
|
Vesting of Restricted Stock Units; Issuance of Common Stock
. Subject to Sections 5, 6 and 9 below, upon each vesting of a Restricted Stock Unit in accordance with the vesting schedule set forth on the face of this certificate (each, a “Vest Date”), the Company shall issue to the Holder one share of Common Stock for each Restricted Stock Unit that vests on such Vest Date (the “Shares”) as soon as practicable after such Vest Date, but in no event later than March 15 of the following calendar year.
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4.
|
Award and Restricted Stock Units Not Transferable
. This Award and the Restricted Stock Units are not transferable by the Holder.
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5.
|
Termination of Employment or Engagement
. If the Holder’s status as an employee or consultant of the Company and all Affiliates is terminated for any reason (voluntary or involuntary and including disability, death or retirement), all Restricted Stock Units that remain unvested shall thereupon immediately and irrevocably terminate and unvested RSUs and the underlying Shares in respect of such RSUs shall immediately and irrevocably be forfeited. Notwithstanding the foregoing, if the Holder is on military, sick leave or other leave of absence approved by the Company, his or her employment or engagement with the Company (or its Affiliate) will be treated as continuing intact if the period of such leave does not exceed ninety (90) days, or, if longer, so long as the Holder’s right to reemployment or the survival of his or her service arrangement with the Company (or its Affiliate) is guaranteed either by statute or by contract; otherwise, the Holder’s employment or engagement will be deemed to have terminated on the 91st day of such leave.
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6.
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Retirement
. Notwithstanding Section 5, if the Holder’s status as an employee of the Company and all Affiliates terminates by reason of a Covered Retirement, as defined below, unvested Restricted Stock Units will remain outstanding and continue to vest and be settled on each remaining Vest Date without regard to the requirement that the Holder be employed by the Company and all Affiliates. For purposes hereof, a “Covered Retirement” is the voluntary termination of a Retirement Eligible Individual who has provided the Company not less than six months’ prior notice of such employee’s intent to retire from the Company or an Affiliate. A “Retirement Eligible Individual” means an employee of the Company or an Affiliate who is 65 years of age or older and has at least 15 years of credited employment service with the Company and/or all Affiliates.
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7.
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No Right to Shares or as a Stockholder
. The Holder shall not have any right in, to or with respect to any of the Shares (including voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by issuance of such Shares to the Holder.
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8.
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Payment of Taxes
. (a) The Holder shall pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld with respect to the Shares no later than the date of the event creating the tax liability and in any event before any Shares are delivered to the Holder. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind due to the Holder. The Company may, in its discretion, withhold from the Shares delivered to the Holder for any Vest Date such number of Shares as the Company determines is necessary to satisfy the minimum tax obligations required by law to be withheld or paid in connection with the issuance of such Shares, valued at their Fair Market Value on the date of issuance.
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9.
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Specified Employee Delay under Section 409A of the Code
. The Company shall delay the issuance of any Shares upon any Vest Date to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified employees” as a result of their separation from service) to the date that is six months and one day following the date of the Holder’s separation from service (or shorter period ending on the date of the Holder’s death following such separation).
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10.
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Change in Control
. In order to preserve Holder’s rights under this Award in the event of a change in control of the Company (as defined by the Committee), the Committee in its discretion may at any time take one or more of the following actions: (i) provide for the acceleration of any Vest Date, (ii) provide for payment to the Holder of cash or other property with a Fair Market Value equal to the amount that would have been received with respect to the Shares had the Award fully vested upon the change in control, (iii) adjust the terms of this Award in a manner determined by the Committee to reflect the change in control, (iv) cause the Award to be assumed, or new rights substituted therefor, by another entity, or (v) make such other provision as the Committee may consider equitable to the Holder and in the best interests of the Company.
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11.
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Securities and Other Laws
. It shall be a condition to the Holder’s right to receive the Shares hereunder that the Company may, in its discretion, require (a) that the Shares shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company’s Common Stock may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the Shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed issuance and delivery of the Shares to the Holder shall be exempt from registration under that Act and the Holder shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such Shares by the Company shall have been taken by the Company or the Holder, or both.
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12.
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No Right To Employment
. No person shall have any claim or right to be granted an Award. Each employee of the Company or any of its Affiliates is an employee-at-will (that is to say that either the Holder or the Company or any Affiliate may terminate the employment relationship at any time for any reason or no reason at all) unless, and only to the extent, provided in a written employment agreement for a specified term executed by the chief executive officer of the Company or his duly authorized designee or the authorized signatory of any Affiliate. Neither the adoption, maintenance, nor operation of the Plan nor any Award thereunder shall confer upon any employee of the Company or of any Affiliate any right with respect to the continuance of his or her employment by the Company or any such Affiliate nor shall they interfere with the right of the Company (or Affiliate) to terminate any employee at any time or otherwise change the terms of employment, including, without limitation, the right to promote, demote or otherwise re-assign any employee from one position to another within the Company or any Affiliate.
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13.
|
Miscellaneous
. The Holder agrees that the obligations imposed on the Holder in this Agreement will apply during Holder’s employment with PTC and will survive the termination of Holder’s employment. The Holder further agrees that any change in Holder’s position, title or responsibilities while employed by PTC will not invalidate or otherwise affect the validity or enforceability of this Agreement.
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1.
|
Plan Incorporated by Reference
. This Award is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan. This certificate does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.
|
2.
|
Restricted Stock Units
. Each Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the fulfillment of the vesting conditions.
|
3.
|
Vesting of Restricted Stock Units; Issuance of Common Stock
. Subject to Sections 5, 6 and 9 below, upon each vesting of a Restricted Stock Unit in accordance with the vesting schedule set forth on the face of this certificate (each, a “Vest Date”), the Company shall issue to the Holder one share of Common Stock for each Restricted Stock Unit that vests on such Vest Date (the “Shares”) as soon as practicable after such Vest Date, but in no event later than March 15 of the following calendar year.
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4.
|
Award and Restricted Stock Units Not Transferable
. This Award and the Restricted Stock Units are not transferable by the Holder.
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5.
|
Termination of Employment or Engagement
. Except as may be provided in Sections 10 and 16 hereof, if the Holder’s status as an employee or consultant of the Company and all Affiliates is terminated for any reason (voluntary or involuntary and including disability, death or retirement), all Restricted Stock Units that remain unvested shall thereupon immediately and irrevocably terminate and unvested RSUs and the underlying Shares in respect of such RSUs shall immediately and irrevocably be forfeited. Notwithstanding the foregoing, if the Holder is on military, sick leave or other leave of absence approved by the Company, his or her employment or engagement with the Company (or its Affiliate) will be treated as continuing intact if the period of such leave does not exceed ninety (90) days, or, if longer, so long as the Holder’s right to reemployment or the survival of his or her service arrangement with the Company (or its Affiliate) is guaranteed either by statute or by contract; otherwise, the Holder’s employment or engagement will be deemed to have terminated on the 91st day of such leave.
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6.
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Retirement
. Notwithstanding Section 5, if the Holder’s status as an employee of the Company and all Affiliates terminates by reason of a Covered Retirement, as defined below, unvested Restricted Stock Units will remain outstanding and continue to vest and be settled on each remaining Vest Date without regard to the requirement that the Holder be employed by the Company and all Affiliates. For purposes hereof, a “Covered Retirement” is the voluntary termination of a Retirement Eligible Individual who has provided the Company not less than six months’ prior notice of such employee’s intent to retire from the Company or an Affiliate. A “Retirement Eligible Individual” means an employee of the Company or an Affiliate who is 65 years of age or older and has at least 15 years of credited employment service with the Company and/or all Affiliates.
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7.
|
No Right to Shares or as a Stockholder
. The Holder shall not have any right in, to or with respect to any of the Shares (including voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by issuance of such Shares to the Holder.
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8.
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Payment of Taxes
. (a) The Holder shall pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld with respect to the Shares no later than the date of the event creating the tax liability and in any event before any Shares are delivered to the Holder. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind due to the Holder. The Company may, in its discretion, withhold from the Shares delivered to the Holder for any Vest Date such number of Shares as the Company determines is necessary to satisfy the minimum tax obligations required by law to be withheld or paid in connection with the issuance of such Shares, valued at their Fair Market Value on the date of issuance.
|
9.
|
Specified Employee Delay under Section 409A of the Code
. The Company shall delay the issuance of any Shares upon any Vest Date to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified employees” as a result of their separation from service) to the date that is six months and one day following the date of the Holder’s separation from service (or shorter period ending on the date of the Holder’s death following such separation).
|
10.
|
Change in Control
. In order to preserve Holder’s rights under this Award in the event of a change in control of the Company (as defined by the Committee), the Committee in its discretion may at any time take one or more of the following actions: (i) provide for the acceleration of any Vest Date, (ii) provide for payment to the Holder of cash or other property with a Fair Market Value equal to the amount that would have been received with respect to the Shares had the Award fully vested upon the change in control, (iii) adjust the terms of this Award in a manner determined by the Committee to reflect the change in control, (iv) cause the Award to be assumed, or new rights substituted therefor, by another entity, or (v) make such other provision as the Committee may consider equitable to the Holder and in the best interests of the Company.
|
11.
|
Securities and Other Laws
. It shall be a condition to the Holder’s right to receive the Shares hereunder that the Company may, in its discretion, require (a) that the Shares shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company’s Common Stock may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the Shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed issuance and delivery of the Shares to the Holder shall be exempt from registration under that Act and the Holder shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such Shares by the Company shall have been taken by the Company or the Holder, or both.
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12.
|
No Right To Employment
. No person shall have any claim or right to be granted an Award. Each employee of the Company or any of its Affiliates is an employee-at-will (that is to say that either the Holder or the Company or any Affiliate may terminate the employment relationship at any time for any reason or no reason at all) unless, and only to the extent, provided in a written employment agreement for a specified term executed by the chief executive officer of the Company or his duly authorized designee or the authorized signatory of any Affiliate. Neither the adoption, maintenance, nor operation of the Plan nor any Award thereunder shall confer upon any employee of the Company or of any Affiliate any right with respect to the continuance of his or her employment by the Company or any such Affiliate nor shall they interfere with the right of the Company (or Affiliate) to terminate any employee at any time or otherwise change the terms of employment, including, without limitation, the right to promote, demote or otherwise re-assign any employee from one position to another within the Company or any Affiliate.
|
13.
|
Solicitation or Hiring of PTC Employees
. The Holder agrees that during Holder’s employment and for a period of one (1) year after termination of Holder’s employment (whether voluntary or involuntary), the Holder will not recruit or hire, or attempt to recruit or hire, or assist any third party in any attempt to recruit or hire, any employee of PTC or any PTC subsidiary or ex-employee of PTC or a PTC subsidiary whose employment was terminated less than six (6) months prior to the date of such recruitment or hiring.
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14.
|
Business Interference
. The Holder agrees that during Holder’s employment with PTC and for a period of one (1) year after termination (whether voluntary or involuntary), the Holder will not:
|
a)
|
make known to any person, firm or corporation the names and/or contact information of any customers or accounts, or prospective customers of PTC or a PTC subsidiary (each a “PTC Account”); or
|
b)
|
solicit, divert or take away, or attempt to divert or take away, the business or patronage of any PTC Accounts, or accept any unsolicited business or patronage for products or services similar to those offered by PTC from any PTC Accounts, in each case insofar as they were identified, contacted, solicited or served by the Holder, either directly or indirectly, while the Holder was a PTC employee; or
|
c)
|
otherwise interfere with, disrupt or attempt to disrupt relations between PTC and any of its employees, contractors, vendors or PTC Accounts.
|
15.
|
Noncompetition
.
The Holder agrees that during Holder’s employment and for a period of one (1) year after termination (whether voluntary or involuntary), the Holder will not provide services, in any capacity, whether as an employee, independent contractor or otherwise, for any (a) competitor of PTC (including, but not limited to, Dassault Systems, Siemens PLM, Autodesk, Oracle PLM, SAP PLM) or any distributor or reseller of any PTC competitor, or (b) any company that is planning to offer products or services that will compete with PTC products or services. The Holder acknowledges that the appropriate geographic boundary for the foregoing non-competition restriction includes: (i) any market within the United States in which PTC provides products or services; and (ii) any foreign market in which PTC provides products or services.
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16.
|
Effect of Death or Disability
. Notwithstanding anything to the contrary in any agreement between the Holder and the Company, including any Executive Agreement that provides for certain treatment of outstanding equity in connection with the Holder’s death or disability, this Section 16 rather than the provisions of any such agreement shall control with respect to this Award in the event of Holder’s death or disability. In the event of Holder’s death or Disability (as such term may be defined in such an agreement), (i) any performance criteria applicable to this Award shall be deemed to have been met at the Target level for each of the open performance measurement periods and any RSUs that could have been earned in excess of the Target RSUs shall automatically be cancelled, and (ii) all of the unvested Target RSUs shall immediately become vested and distributable in full.
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17.
|
Miscellaneous
. The Holder agrees that the obligations imposed on the Holder in this Agreement will apply during Holder’s employment with PTC and will survive the termination of Holder’s employment. The Holder further agrees that any change in Holder’s position, title or responsibilities while employed by PTC will not invalidate or otherwise affect the validity or enforceability of this Agreement. The Holder agrees that the restrictions imposed in Section 15 are necessary to protect PTC’s trade secrets, Proprietary Information, know-how, business and goodwill. The Holder agrees that the non-competition agreement in Section 15 is reasonable in duration, geographical area and scope. The Holder acknowledges that the provisions of Section 15 are a material term of Holder’s employment relationship and that PTC would not have employed the Holder or issued this RSU award absent this agreement. The obligations in Sections 13, 14 and 15 of these Terms and Conditions will apply whether Holder’s actions are taken individually or as a principal, agent, officer, director, employee, consultant, partner, member or shareholder (other than as the passive holder of less than 5% of the shares of a publicly traded company) of any firm, corporation or other entity or group or otherwise, alone or in association with any other individual, firm, corporation or other entity or group.
|
1.
|
Plan Incorporated by Reference
. This Award is issued pursuant to the terms of the Plan and may be amended as provided in the Plan. Capitalized terms used and not otherwise defined in this certificate have the meanings given to them in the Plan. This certificate does not set forth all of the terms and conditions of the Plan, which are incorporated herein by reference. The Committee administers the Plan and its determinations regarding the operation of the Plan are final and binding. Copies of the Plan may be obtained upon written request without charge from the Legal Department of the Company.
|
2.
|
Restricted Stock Units
. Each Restricted Stock Unit represents the right to receive one share of Common Stock, subject to the fulfillment of the vesting conditions.
|
3.
|
Vesting of Restricted Stock Units; Issuance of Common Stock
. Subject to Sections 5, 6 and 9 below, upon each vesting of a Restricted Stock Unit in accordance with the vesting schedule set forth on the face of this certificate (each, a “Vest Date”), the Company shall issue to the Holder one share of Common Stock for each Restricted Stock Unit that vests on such Vest Date (the “Shares”) as soon as practicable after such Vest Date, but in no event later than March 15 of the following calendar year
.
|
4.
|
Award and Restricted Stock Units Not Transferable
. This Award and the Restricted Stock Units are not transferable by the Holder.
|
5.
|
Termination of Employment or Engagement
. If the Holder’s status as an employee or consultant of the Company and all Affiliates is terminated for any reason (voluntary or involuntary and including disability, death or retirement), all Restricted Stock Units that remain unvested shall thereupon immediately and irrevocably terminate and unvested RSUs and the underlying Shares in respect of such RSUs shall immediately and irrevocably be forfeited. Notwithstanding the foregoing, if the Holder is on military, sick leave or other leave of absence approved by the Company, his or her employment or engagement with the Company (or its Affiliate) will be treated as continuing intact if the period of such leave does not exceed ninety (90) days, or, if longer, so long as the Holder’s right to reemployment or the survival of his or her service arrangement with the Company (or its Affiliate) is guaranteed either by statute or by contract; otherwise, the Holder’s employment or engagement will be deemed to have terminated on the 91st day of such leave.
|
6.
|
Retirement
. Notwithstanding Section 5, if the Holder’s status as an employee of the Company and all Affiliates terminates by reason of a Covered Retirement, as defined below, unvested Restricted Stock Units will remain outstanding and continue to vest and be settled on each remaining Vest Date without regard to the requirement that the Holder be employed by the Company and all Affiliates. For purposes hereof, a “Covered Retirement” is the voluntary termination of a Retirement Eligible Individual who has provided the Company not less than six months’ prior notice of such employee’s intent to retire from the Company or an Affiliate. A “Retirement Eligible Individual” means an employee of the Company or an Affiliate who is 65 years of age or older and has at least 15 years of credited employment service with the Company and/or all Affiliates.
|
7.
|
No Right to Shares or as a Stockholder
. The Holder shall not have any right in, to or with respect to any of the Shares (including voting rights or rights with respect to dividends paid on the Common Stock) issuable under the Award until the Award is settled by issuance of such Shares to the Holder.
|
8.
|
Payment of Taxes
. (a) The Holder shall pay to the Company, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld with respect to the Shares no later than the date of the event creating the tax liability and in any event before any Shares are delivered to the Holder. The Company and its Affiliates may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind due to the Holder. The Company may, in its discretion, withhold from the Shares delivered to the Holder for any Vest Date such number of Shares as the Company determines is necessary to satisfy the minimum tax obligations required by law to be withheld or paid in connection with the issuance of such Shares, valued at their Fair Market Value on the date of issuance.
|
9.
|
Specified Employee Delay under Section 409A of the Code
. The Company shall delay the issuance of any Shares upon any Vest Date to the extent necessary to comply with Section 409A(a)(2)(B)(i) of the Code (relating to payments made to “specified employees” as a result of their separation from service) to the date that is six months and one day following the date of the Holder’s separation from service (or shorter period ending on the date of the Holder’s death following such separation).
|
10.
|
Change in Control
. In order to preserve Holder’s rights under this Award in the event of a change in control of the Company (as defined by the Committee), the Committee in its discretion may at any time take one or more of the following actions: (i) provide for the acceleration of any Vest Date, (ii) provide for payment to the Holder of cash or other property with a Fair Market Value equal to the amount that would have been received with respect to the Shares had the Award fully vested upon the change in control, (iii) adjust the terms of this Award in a manner determined by the Committee to reflect the change in control, (iv) cause the Award to be assumed, or new rights substituted therefor, by another entity, or (v) make such other provision as the Committee may consider equitable to the Holder and in the best interests of the Company.
|
11.
|
Securities and Other Laws
. It shall be a condition to the Holder’s right to receive the Shares hereunder that the Company may, in its discretion, require (a) that the Shares shall have been duly listed, upon official notice of issuance, upon any national securities exchange or automated quotation system on which the Company’s Common Stock may then be listed or quoted, (b) that either (i) a registration statement under the Securities Act of 1933 with respect to the Shares shall be in effect, or (ii) in the opinion of counsel for the Company, the proposed issuance and delivery of the Shares to the Holder shall be exempt from registration under that Act and the Holder shall have made such undertakings and agreements with the Company as the Company may reasonably require, and (c) that such other steps, if any, as counsel for the Company shall consider necessary to comply with any law applicable to the issue of such Shares by the Company shall have been taken by the Company or the Holder, or both.
|
12.
|
No Right To Employment
. No person shall have any claim or right to be granted an Award. Each employee of the Company or any of its Affiliates is an employee-at-will (that is to say that either the Holder or the Company or any Affiliate may terminate the employment relationship at any time for any reason or no reason at all) unless, and only to the extent, provided in a written employment agreement for a specified term executed by the chief executive officer of the Company or his duly authorized designee or the authorized signatory of any Affiliate. Neither the adoption, maintenance, nor operation of the Plan nor any Award thereunder shall confer upon any employee of the Company or of any Affiliate any right with respect to the continuance of his or her employment by the Company or any such Affiliate nor shall they interfere with the right of the Company (or Affiliate) to terminate any employee at any time or otherwise change the terms of employment, including, without limitation, the right to promote, demote or otherwise re-assign any employee from one position to another within the Company or any Affiliate.
|
13.
|
Solicitation or Hiring of PTC Employees
. The Holder agrees that during Holder’s employment and for a period of one (1) year after termination of Holder’s employment (whether voluntary or involuntary), the Holder will not recruit or hire, or attempt to recruit or hire, or assist any third party in any attempt to recruit or hire, any employee of PTC or any PTC subsidiary or ex-employee of PTC or a PTC subsidiary whose employment was terminated less than six (6) months prior to the date of such recruitment or hiring.
|
14.
|
Business Interference
. The Holder agrees that during Holder’s employment with PTC and for a period of one (1) year after termination (whether voluntary or involuntary), the Holder will not:
|
a)
|
make known to any person, firm or corporation the names and/or contact information of any customers or accounts, or prospective customers of PTC or a PTC subsidiary (each a “PTC Account”); or
|
b)
|
solicit, divert or take away, or attempt to divert or take away, the business or patronage of any PTC Accounts, or accept any unsolicited business or patronage for products or services similar to those offered by PTC from any PTC Accounts, in each case insofar as they were identified, contacted, solicited or served by the Holder, either directly or indirectly, while the Holder was a PTC employee; or
|
c)
|
otherwise interfere with, disrupt or attempt to disrupt relations between PTC and any of its employees, contractors, vendors or PTC Accounts.
|
15.
|
Noncompetition
.
The Holder agrees that during Holder’s employment and for a period of one (1) year after termination (whether voluntary or involuntary), the Holder will not provide services, in any capacity, whether as an employee, independent contractor or otherwise, for any (a) competitor of PTC (including, but not limited to, Dassault Systems, Siemens PLM, Autodesk, Oracle PLM, SAP PLM) or any distributor or reseller of any PTC competitor, or (b) any company that is planning to offer products or services that will compete with PTC products or services. The Holder acknowledges that the appropriate geographic boundary for the foregoing non-competition restriction includes any market within North America in which PTC provides products or services.
|
16.
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Miscellaneous
. The Holder agrees that the obligations imposed on the Holder in this Agreement will apply during Holder’s employment with PTC and will survive the termination of Holder’s employment. The Holder further agrees that any change in Holder’s position, title or responsibilities while employed by PTC will not invalidate or otherwise affect the validity or enforceability of this Agreement. The Holder agrees that the restrictions imposed in Section 15 are necessary to protect PTC’s trade secrets, Proprietary Information, know-how, business and goodwill. The Holder agrees that the non-competition agreement in Section 15 is reasonable in duration, geographical area and scope. The Holder acknowledges that the provisions of Section 15 are a material term of Holder’s employment relationship and that PTC would not have employed the Holder or issued this RSU award absent this agreement. The obligations in Sections 13, 14 and 15 of these Terms and Conditions will apply whether Holder’s actions are taken individually or as a principal, agent, officer, director, employee, consultant, partner, member or shareholder (other than as the passive holder of less than 5% of the shares of a publicly traded company) of any firm, corporation or other entity or group or otherwise, alone or in association with any other individual, firm, corporation or other entity or group.
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Name
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Place of Formation
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Atego Group Ltd.
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United Kingdom
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Atego SAS
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France
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Atego Systems Ltd.
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United Kingdom
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ColdLight Solutions, LLC
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Delaware
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CV Holding (Mauritius) Ltd.
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Mauritius
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Enigma Europe B.V.
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Netherlands
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Enigma Information Retrieval Systems Ltd. (UK)
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United Kingdom
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Kepware Japan KK
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Japan
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MCA Solutions BVBA
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Belgium
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Parametric Holdings (Ireland) Ltd.
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Ireland
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Parametric Holdings (UK) Limited
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United Kingdom
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Parametric Korea Co., Ltd.
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Korea
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Parametric Technology (Belgium) b.v.b.a.
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Belgium
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Parametric Technology (C.R.) s.r.o.
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Czech Republic
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Parametric Technology (Denmark) A/S
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Denmark
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Parametric Technology (Hong Kong) Ltd.
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Hong Kong
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Parametric Technology (India) Private Ltd.
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India
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Parametric Technology (Republic of Ireland) Ltd.
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Ireland
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Parametric Technology (Schweiz) AG
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Switzerland
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Parametric Technology (Shanghai) Software Co. Ltd.
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China
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Parametric Technology (Slovakia) s.r.o.
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Slovak Republic
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Parametric Technology (UK) Limited
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United Kingdom
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Parametric Technology Australia Pty. Limited
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Australia
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Parametric Technology Brasil Ltda.
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Brazil
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Parametric Technology Corporation
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Massachusetts
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Parametric Technology Corporation (Malaysia) Sdn. Bhd.
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Malaysia
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Parametric Technology Espana, S.A.
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Spain
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Parametric Technology Europe B.V.
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Netherlands
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Parametric Technology Gesellschaft, m.b.H.
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Austria
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Parametric Technology GmbH
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Germany
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Parametric Technology International, Inc.
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|
Delaware
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Parametric Technology Israel Ltd.
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Israel
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Parametric Technology Italia S.r.l.
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Italy
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Parametric Technology Mexico, S.A. de C.V.
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|
Mexico
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Parametric Technology Nederland B.V.
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Netherlands
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Parametric Technology S.A.
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France
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Parametric Technology Singapore Pte. Ltd.
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Singapore
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Parametric Technology South Africa (Propretary) Limited
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South Africa
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Parametric Technology Taiwan Ltd.
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Taiwan
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PTC (Canada) Inc.
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Canada
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PTC (IFSC) Limited
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Ireland
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PTC (SSI) dac
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Ireland
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PTC Benelux LLC
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Delaware
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PTC Eastern Europe Limited S.R.L.
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Romania
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PTC Holdings (Europe) B.V.
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Netherlands
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PTC Holdings (NL) B.V.
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Netherlands
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PTC International Limited Liability Company
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Russia
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PTC International, Inc.
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Massachusetts
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PTC Japan KK
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Japan
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PTC Netherlands C.V.
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Netherlands
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PTC Netherlands LLC
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Delaware
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PTC Software (India) Private Limited
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India
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PTC Sweden AB
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Sweden
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PTC Vuforia Switzerland AG
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Switzerland
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Servigistics (Shanghai) Co., Ltd.
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China
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|
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|
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|
|
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|
|
Date:
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November 18, 2016
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|
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/S/ JAMES HEPPELMANN
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|
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James Heppelmann
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|
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President and Chief Executive Officer
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|
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Date:
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November 18, 2016
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|
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/S/ ANDREW MILLER
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|
|
|
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Andrew Miller
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|
|
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Executive Vice President and Chief Financial Officer
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|
|
|
|
|
|
|
|
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|
|
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Date:
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November 18, 2016
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|
|
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/S/ JAMES HEPPELMANN
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|
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James Heppelmann
President and Chief Executive Officer
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Date:
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November 18, 2016
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/S/ ANDREW MILLER
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Andrew Miller
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Executive Vice President and Chief Financial Officer
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