PTC INC. (Form: 10-Q, Received: 01/27/2020 16:09:42)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________

FORM 10-Q

____________________________________________________



☑	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 28, 2019



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_ to_

Commission File Number: 0-18059

____________________________________________________

PTC Inc.

(Exact name of registrant as specified in its charter)

____________________________________________________



Massachusetts		04-2866152
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

121 Seaport Boulevard, Boston, MA 02210

(Address of principal executive offices, including zip code)

(781) 370-5000

(Registrant’s telephone number, including area code)

__________________________________________________

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act:



Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
						Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	PTC	NASDAQ Global Select Market

There were 115,494,475 shares of our common stock outstanding on January 23, 2020.

PTC Inc.

INDEX TO FORM 10-Q

For the Quarter Ended December 28, 2019



		Page Number
Part I—FINANCIAL INFORMATION
Item 1.	Unaudited Condensed Consolidated Financial Statements:
	Consolidated Balance Sheets as of December 28, 2019 and September 30, 2019	1
	Consolidated Statements of Operations for the three months ended December 28, 2019 and December 29, 2018	2
	Consolidated Statements of Comprehensive Income (Loss) for the three months ended December 28, 2019 and December 29, 2018	3
	Consolidated Statements of Cash Flows for the three months ended December 28, 2019 and December 29, 2018	4
	Consolidated Statements of Stockholders' Equity for the three months ended December 28, 2019 and December 29, 2018	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	36


Part II—OTHER INFORMATION
Item 1A.	Risk Factors	38
Item 6.	Exhibits	38
Signature		39

PART I—FINANCIAL INFORMATION


ITEM 1.	UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PTC Inc.

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share data)

(unaudited)



	December 28, 2019			September 30, 2019
ASSETS
Current assets:
Cash and cash equivalents	$	237,017		$	269,579
Short-term marketable securities	29,260			27,891
Accounts receivable, net of allowance for doubtful accounts of $668 and $744 at December 28, 2019 and September 30, 2019, respectively	344,412			372,743
Prepaid expenses	70,323			52,701
Other current assets	58,157			59,707
Total current assets	739,169			782,621
Property and equipment, net	105,171			105,531
Goodwill	1,606,050			1,238,179
Acquired intangible assets, net	266,009			169,949
Long-term marketable securities	28,220			29,544
Deferred tax assets	207,865			198,634
Lease assets, net	165,484			—
Other assets	161,859			140,130
Total assets	$	3,279,827		$	2,664,588
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	42,452		$	42,442
Accrued expenses and other current liabilities	87,156			104,028
Accrued compensation and benefits	86,027			88,769
Accrued income taxes	22,472			17,407
Deferred revenue	359,496			385,509
Short-term lease obligations	33,909			—
Total current liabilities	631,512			638,155
Long-term debt	1,124,345			669,134
Deferred tax liabilities	20,568			41,683
Deferred revenue	8,593			11,123
Long-term lease obligations	191,354			—
Other liabilities	55,638			102,495
Total liabilities	2,032,010			1,462,590
Commitments and contingencies (Note 15)
Stockholders’ equity:
Preferred stock, $0.01 par value; 5,000 shares authorized; none issued	—			—
Common stock, $0.01 par value; 500,000 shares authorized; 115,494 and 114,899 shares issued and outstanding at December 28, 2019 and September 30, 2019, respectively	1,155			1,149
Additional paid-in capital	1,508,030			1,502,949
Accumulated deficit	(157,507		)	(191,390		)
Accumulated other comprehensive loss	(103,861		)	(110,710		)
Total stockholders’ equity	1,247,817			1,201,998
Total liabilities and stockholders’ equity	$	3,279,827		$	2,664,588

The accompanying notes are an integral part of the condensed consolidated financial statements.

PTC Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(unaudited)



	Three months ended
	December 28, 2019			December 29, 2018
Revenue:
License	$	123,430		$	105,322
Support and cloud services	190,936			187,921
Total software revenue	314,366			293,243
Professional services	41,744			41,446
Total revenue	356,110			334,689
Cost of revenue:
Cost of license revenue	13,173			12,563
Cost of support and cloud services revenue	38,928			31,197
Total cost of software revenue	52,101			43,760
Cost of professional services revenue	35,304			33,592
Total cost of revenue	87,405			77,352
Gross margin	268,705			257,337
Operating expenses:
Sales and marketing	107,604			104,218
Research and development	65,308			60,782
General and administrative	44,557			37,864
Amortization of acquired intangible assets	6,777			5,936
Restructuring and other charges, net	14,034			18,493
Total operating expenses	238,280			227,293
Operating income	30,425			30,044
Interest expense	(12,098		)	(10,276		)
Other income (expense), net	704			655
Income before income taxes	19,031			20,423
Benefit from income taxes	(16,424		)	(562		)
Net income	$	35,455		$	20,985
Earnings per share—Basic	$	0.31		$	0.18
Earnings per share—Diluted	$	0.31		$	0.18
Weighted-average shares outstanding—Basic	115,190			118,323
Weighted-average shares outstanding—Diluted	115,691			119,638

The accompanying notes are an integral part of the condensed consolidated financial statements.

PTC Inc.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

(unaudited)



	Three months ended
	December 28, 2019			December 29, 2018
Net income	$	35,455		$	20,985
Other comprehensive income (loss), net of tax:
Hedge gain (loss) arising during the period, net of tax of $1.1 million and $0 million in the first quarter of 2020 and 2019, respectively	(3,343		)	(2,129		)
Net hedge (gain) loss reclassified into earnings, net of tax of $0 million and $0.1 million in the first quarter of 2020 and 2019, respectively	—			(549		)
Realized and unrealized loss on hedging instruments	(3,343		)	(2,678		)
Foreign currency translation adjustment, net of tax of $0 for each period	10,147			(7,569		)
Unrealized gain (loss) on marketable securities, net of tax of $0 for each period	(7		)	13
Amortization of net actuarial pension loss included in net income, net of tax of $0.3 million and $0.2 million in the first quarter of 2020 and 2019, respectively	674			430
Change in unamortized pension loss during the period related to changes in foreign currency	(622		)	281
Other comprehensive income (loss)	6,849			(9,523		)
Comprehensive income	$	42,304		$	11,462

The accompanying notes are an integral part of the condensed consolidated financial statements.

PTC Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)



	Three months ended
	December 28, 2019			December 29, 2018
Cash flows from operating activities:
Net income	$	35,455		$	20,985
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	19,588			20,053
Stock-based compensation	27,936			29,407
Other non-cash items, net	(1,223		)	(5		)
Changes in operating assets and liabilities, excluding the effects of acquisitions:
Accounts receivable	34,314			24,025
Accounts payable and accrued expenses	(11,959		)	(9,628		)
Accrued compensation and benefits	(3,563		)	(27,504		)
Deferred revenue	(34,952		)	(21,820		)
Accrued income taxes	(42,702		)	(21,668		)
Other current assets and prepaid expenses	1,680			849
Other noncurrent assets and liabilities	(17,062		)	6,520
Net cash provided by operating activities	7,512			21,214
Cash flows from investing activities:
Additions to property and equipment	(4,707		)	(30,332		)
Purchases of short- and long-term marketable securities	(5,592		)	(6,736		)
Proceeds from maturities of short- and long-term marketable securities	5,499			7,007
Acquisitions of businesses, net of cash acquired	(467,749		)	(69,556		)
Settlement of net investment hedges	(870		)	(1,595		)
Net cash used in investing activities	(473,419		)	(101,212		)
Cash flows from financing activities:
Borrowings under credit facility	455,000			155,000
Repayments of borrowings under credit facility	—			(20,000		)
Proceeds (costs) from issuance of common stock	—			(4,640		)
Credit facility origination costs	(1,005		)	—
Contingent consideration	—			(1,575		)
Payments of withholding taxes in connection with stock-based awards	(22,849		)	(33,788		)
Net cash provided by financing activities	431,146			94,997
Effect of exchange rate changes on cash, cash equivalents and restricted cash	1,991			2,041
Net change in cash, cash equivalents, and restricted cash	(32,770		)	17,040
Cash, cash equivalents, and restricted cash, beginning of period	270,689			261,093
Cash, cash equivalents, and restricted cash, end of period	$	237,919		$	278,133

The accompanying notes are an integral part of the condensed consolidated financial statements.

PTC Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in thousands)

(unaudited)



	Three months ended December 28, 2019
	Common Stock					Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
	Shares		Amount			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
Balance as of September 30, 2019	114,899		$	1,149		$	1,502,949		$	(191,390	)	$	(110,710	)	$	1,201,998
ASU 2016-02 (ASC 842) adoption	—		—			—			(1,572		)	—			(1,572		)
Common stock issued for employee stock-based awards	903		9			(9		)	—			—			—
Shares surrendered by employees to pay taxes related to stock-based awards	(308	)	(3		)	(22,846		)	—			—			(22,849		)
Compensation expense from stock-based awards	—		—			27,936			—			—			27,936
Net income	—		—			—			35,455			—			35,455
Unrealized loss on net investment hedges, net of tax	—		—			—			—			(3,343		)	(3,343		)
Foreign currency translation adjustment	—		—			—			—			10,147			10,147
Unrealized loss on available-for-sale securities, net of tax	—		—			—			—			(7		)	(7		)
Change in pension benefits, net of tax	—		—			—			—			52			52
Balance as of December 28, 2019	115,494		$	1,155		$	1,508,030		$	(157,507	)	$	(103,861	)	$	1,247,817



	Three months ended December 29, 2018
	Common Stock					Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
	Shares		Amount			Additional Paid-in Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders’ Equity
Balance as of September 30, 2018	117,981		$	1,180		$	1,558,403		$	(599,409	)	$	(85,585	)	$	874,589
ASU 2016-16 adoption	—		—			—			72,261			—			72,261
ASC 606 adoption	—		—			—			367,378			—			367,378
Common stock issued for employee stock-based awards	1,056		11			(11		)	—			—			—
Shares surrendered by employees to pay taxes related to stock-based awards	(380	)	(4		)	(33,784		)	—			—			(33,788		)
Common stock issued						(140		)							(140		)
Compensation expense from stock-based awards	—		—			29,407			—			—			29,407
Net income	—		—			—			20,985			—			20,985
Unrealized loss on cash flow hedges, net of tax	—		—			—			—			(385		)	(385		)
Unrealized loss on net investment hedges, net of tax	—		—			—			—			(2,293		)	(2,293		)
Foreign currency translation adjustment	—		—			—			—			(7,569		)	(7,569		)
Unrealized gain on available-for-sale securities, net of tax	—		—			—			—			13			13
Change in pension benefits, net of tax	—		—			—			—			711			711
Balance as of December 29, 2018	118,657		$	1,187		$	1,553,875		$	(138,785	)	$	(95,108	)	$	1,321,169

The accompanying notes are an integral part of the condensed consolidated financial statements.

PTC Inc.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. Basis of Presentation

General

The accompanying unaudited condensed consolidated financial statements include the accounts of PTC Inc. and its wholly owned subsidiaries and have been prepared by management in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and in accordance with the rules and regulations of the Securities and Exchange Commission regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited quarterly financial statements should be read in conjunction with our annual consolidated financial statements and related notes included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of those of a normal recurring nature, necessary for a fair statement of our financial position, results of operations and cash flows at the dates and for the periods indicated. The September 30, 2019 Consolidated Balance Sheet included herein is derived from our audited consolidated financial statements.

Unless otherwise indicated, all references to a year mean our fiscal year, which ends on September 30. Our fiscal quarters end on a Saturday following a thirteen-week calendar and may result in different quarter end dates year to year. The first quarter of 2020 ended on December 28, 2019 and the first quarter of 2019 ended on December 29, 2018. The results of operations for the three months ended December 28, 2019 are not necessarily indicative of the results expected for the remainder of the fiscal year.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

Leases

In February 2016, the FASB issued Accounting Standard Update (ASU) 2016-02, Leases (Topic 842) (ASC 842), which replaced the existing guidance in ASC 840, Leases. The updated standard aims to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet and to disclose important information about leasing arrangements. We adopted ASC 842 effective October 1, 2019 (the effective date). ASC 842 requires a modified retrospective transition method that could either be applied at the earliest comparative period in the financial statements or in the period of adoption. We elected to use the period of adoption (October 1, 2019) transition method and therefore did not recast prior periods. Since we adopted the new standard using the period of adoption transition method, we are not required to present 2020 comparative disclosures under ASC 842. However, we are required to present the required annual disclosures under the previous U.S. GAAP lease accounting standard (ASC 840).

We elected the package of practical expedients as permitted under the transition guidance, which allowed us: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and, (3) not to reassess the treatment of initial direct costs for existing leases. In addition, we elected an accounting policy to not recognize leases with an initial term of one year or less on the balance sheet.

Upon the adoption of this standard on October 1, 2019, we recognized an operating lease liability of $224.0 million, representing the present value of the minimum lease payments remaining as of the adoption date, and a right-of-use asset in the amount of $167.9 million. The right-of-use asset reflects adjustments for derecognition of deferred leasing incentives. We also recorded a $1.6 million decrease to retained earnings as a result of the change in scheduling of reversal of temporary tax differences due to the adoption of ASC 842.

Derivative Financial Instruments

In August 2017, the FASB issued ASU 2017-12, "Derivatives and Hedging (Topic 815) Targeted Improvements to Accounting for Hedging Activities", which amends and simplifies existing guidance to allow companies to more accurately present the economic effects of risk management activities in the financial statements. We adopted ASU 2017-12 effective October 1, 2019 (the effective date). Adoption of this guidance in the first quarter of fiscal 2020 did not have an impact on our consolidated financial statements.

Pending Accounting Pronouncements

Goodwill and Other—Internal-Use Software

In August 2018, the FASB issued Accounting Standards Update (ASU) 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is a Service Contract, which aligns the requirements for capitalizing implementation costs in cloud computing arrangements with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The new standard will be effective for us in the first quarter of 2021. Entities can choose to adopt the new guidance prospectively or retrospectively. We plan to adopt this standard using the prospective adoption approach. We are currently evaluating the effects of this pronouncement on our consolidated financial statements.

Fair Value Measurement

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates, modifies and adds disclosure requirements for fair value measurements. The new standard will be effective for us in the first quarter of 2021. We do not expect this ASU to have a material impact on our consolidated financial statements.

2. Revenue from Contracts with Customers

Contract Assets and Contract Liabilities



(in thousands)	December 28, 2019		September 30, 2019
Contract asset	$	20,917	$	21,038
Deferred revenue	$	368,089	$	396,632

As of December 28, 2019, our contract assets are expected to be transferred to receivables within the next 12 months and therefore are included in other current assets. Approximately $6.8 million of the September 30, 2019 contract asset balance was transferred to receivables during the three months ended December 28, 2019 as a result of the right to payment becoming unconditional. The majority of the contract asset balance relates to two large professional services contracts with invoicing terms based on performance milestones. Additions to contract assets of approximately $6.7 million related to revenue recognized in the period, net of billings. There were no impairments of contract assets during the three months ended December 28, 2019.

During the three months ended December 28, 2019, we recognized $178.2 million of revenue that was included in deferred revenue as of September 30, 2019 and there were additional deferrals of $147.0 million during the three months ended December 28, 2019, primarily related to new billings. In addition, deferred revenue increased by $2.7 million as a result of the acquisition of Onshape. The balance of total short- and long-term receivables as of September 30, 2019 was $412.5 million, compared to total short- and long-term receivables as of December 28, 2019 of $400.8 million.

Our multi-year, non-cancellable on-premise subscription contracts provide customers with an annual right to exchange software within the subscription with other software. Although the exchange right is limited to software products within a similar product grouping, the exchange right is not limited to products with substantially similar features and functionality as those originally delivered. We determined that this right to exchange previously delivered software for different software represents variable consideration to be accounted for as a liability. We have identified a standard portfolio of contracts with common characteristics and applied the expected value method of determining variable consideration associated with this right. Additionally, where there are isolated situations that are outside of the standard portfolio of contracts due to contract size, longer contract duration, or other unique contractual terms, we use the most likely amount method to determine the amount of variable consideration. In both circumstances, the variable consideration included in the transaction price is constrained to the extent it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur

when the uncertainty associated with the variable consideration is subsequently resolved. As of December 28, 2019 and September 30, 2019, the total refund liability was $25.9 million and $22.9 million, respectively, primarily associated with the annual right to exchange on-premise subscription software.

Costs to Obtain or Fulfill a Contract

We recognize an asset for the incremental costs of obtaining a contract with a customer if the benefit of those costs is expected to be longer than one year. These deferred costs (primarily commissions) are amortized proportionately related to revenue over five years, which is generally longer than the term of the initial contract because of anticipated renewals as commissions for renewals are not commensurate with commissions related to our initial contracts. As of December 28, 2019 and September 30, 2019, deferred costs of $29.8 million and $27.7 million, respectively, were included in other current assets and $67.3 million and $64.8 million, respectively, were included in other assets (non-current).

Remaining Performance Obligations

Our contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. As of December 28, 2019, the amounts include additional performance obligations of $368.1 million recorded in deferred revenue and $709.7 million that are not yet recorded in the consolidated balance sheets. We expect to recognize approximately 90% of the total $1,077.8 million over the next 24 months, with the remaining amount thereafter.

Disaggregation of Revenue



(in thousands)	Three months ended
	December 28, 2019		December 29, 2018
Total recurring revenue	305,368		251,438
Perpetual license	8,998		41,805
Professional services	41,744		41,446
Total revenue	$	356,110	$	334,689

For further disaggregation of revenue by geographic region and product group see Note 11. Segment and Geographic Information.

3. Restructuring and Other Charges

Restructuring and other charges, net includes restructuring charges (credits), headquarters relocation charges and impairment charges related to the lease assets of exited facilities.

For the three months ended December 28, 2019, restructuring charges and other charges, net totaled $14.0 million, of which $13.8 million is attributable to restructuring charges and $0.2 million is related to an impairment of an exited lease facility. For the three months ended December 29, 2018, restructuring and other charges totaled $18.5 million comprised of $16.6 million attributable to a workforce realignment and facility closures and $1.9 million attributable to headquarters relocation charges.

Restructuring Charges

During the first quarter of 2020, we initiated a voluntary restructuring program as part of a realignment associated with expected synergies and operational efficiencies related to the Onshape acquisition. During the three months ended December 28, 2019, we incurred $13.6 million of an estimated $21.0 million charge in connection with this restructuring plan for termination benefits associated with approximately 175 employees. We are estimating $30 million of total restructuring charges in 2020.

During the first quarter of 2019, we initiated a restructuring plan to realign our workforce to shift investment to support Industrial Internet of Things and Augmented Reality strategic high growth opportunities. As this was a realignment of resources rather than a cost-savings initiative, it did not result in significant cost savings. The restructuring plan was completed in the first quarter of 2019 and resulted in restructuring charges of $16.3 million for termination benefits associated with approximately 240 employees, substantially all of which has been paid.

The following table summarizes restructuring accrual activity for the three months ended December 28, 2019:



(in thousands)	Employee severance and related benefits			Facility closures and related costs			Total
September 30, 2019	$	298		$	30,788		$	31,086
ASC 842 adoption	—			(16,462		)	(16,462		)
Charges to operations, net	13,631			127			13,758
Cash disbursements	(58		)	(873		)	(931		)
Foreign exchange impact	156			(1		)	155
Accrual, December 28, 2019	$	14,027		$	13,579		$	27,606

The following table summarizes restructuring accrual activity for the three months ended December 29, 2018:



(in thousands)	Employee severance and related benefits			Facility closures and related costs			Total
October 1, 2018	$	—		$	2,415		$	2,415
Charges to operations, net	16,343			243			16,586
Cash disbursements	(8,019		)	(264		)	(8,283		)
Foreign exchange impact	32			(59		)	(27		)
Accrual, December 29, 2018	$	8,356		$	2,335		$	10,691

The accrual for employee severance and related benefits is included in accrued compensation and benefits in the Consolidated Balance Sheets.

Upon adoption of ASC 842, $16.5 million of accrued expenses and other current liabilities, representing the present value of lease commitments net of estimated sublease income, were reclassified to lease assets and obligations: $7.6 million to lease assets, $9.2 million to short-term lease obligations and $14.9 million to long-term lease obligations.

In determining the amount of right-of-use assets and lease obligations for restructured facilities, we are required to estimate such factors as future vacancy rates, the time required to sublet properties and sublease rates. Updates to these estimates may result in revisions to the value of right of use assets recorded. The amounts recorded are based on the net present value of remaining lease commitments and estimated sublease income. As of December 28, 2019, we have net liabilities of $28.0 million related to excess facilities (compared to $30.8 million at September 30, 2019), representing discounted lease and non-lease commitments with agreements expiring at various dates through 2023 of approximately $35.1 million, net of committed sublease income of approximately $3.7 million and uncommitted sublease income of approximately $3.4 million. As a result of changes in our sublease income assumptions, in the three months ended December 28, 2019, we recorded a facility impairment charge of $0.2 million against the lease assets. For exited facilities we made $2.4 million in payments related to lease costs in the three months ended December 28, 2019.

As of December 28, 2019, the remaining restructuring facility accrual of $13.6 million relates to variable non-lease costs not subject to ASC 842, of which, $4.7 million is included in accrued expenses and other current liabilities and $8.8 million is included in other liabilities in the Consolidated Balance Sheets.

Of the accrual for facility closures and related costs, as of December 29, 2018, $1.3 million is included in accrued expenses and other current liabilities and $1.0 million is included in other liabilities in the Consolidated Balance Sheets.

Other - Headquarters Relocation Charges

Headquarters relocation charges represent other expenses associated with exiting our prior Needham headquarters facility and relocating to our new worldwide headquarters in the Boston Seaport District. In the first three months of 2019, we recorded $1.9 million of accelerated depreciation expense related to shortening the estimated useful lives of leasehold improvements related to the Needham location.

4. Stock-based Compensation

Our equity incentive plan provides for grants of nonqualified and incentive stock options, common stock, restricted stock, restricted stock units (RSUs) and stock appreciation rights to employees, directors, officers and consultants. We award RSUs as the principal equity incentive awards, including performance-based awards that are earned based on achievement of performance criteria established by the Compensation Committee of our Board of Directors. Each RSU represents the contingent right to receive one share of our common stock.

For performance-based awards, we recognize stock-based compensation based on expected achievement of performance criteria. We measure the cost of employee services received in exchange for RSU awards based on the fair value of the RSU awards on the date of grant. That cost is recognized over the period during which an employee is required to provide service in exchange for the award. We account for forfeitures as they occur, rather than estimate expected forfeitures.

Our employee stock purchase plan (ESPP) allows eligible employees to contribute up to 10% of their base salary, up to a maximum of $25,000 per year and subject to other plan limitations, toward the purchase of our common stock at a discounted price. The purchase price of the shares on each purchase date is equal to 85% of the lower of the fair market value of our common stock on the first and last trading days of each offering period. The ESPP is qualified under Section 423 of the Internal Revenue Code. We estimate the fair value of each purchase right under the ESPP on the date of grant using the Black-Scholes option valuation model and use the straight-line attribution approach to record the expense over the six-month offering period.



Restricted stock unit activity for the three months ended December 28, 2019	Number of RSUs (in thousands)		Weighted- Average Grant Date Fair Value Per RSU
Balance of outstanding restricted stock units October 1, 2019	3,232		$	80.52
Granted	1,266		$	76.65
Vested	(903	)	$	67.64
Forfeited or not earned	(477	)	$	85.15
Balance of outstanding restricted stock units December 28, 2019	3,118		$	81.94



(in thousands)	Restricted Stock Units
Grant Period	Performance-based RSUs ⁽¹⁾	Service-based RSUs ⁽²⁾	Total Shareholder Return RSUs ⁽³⁾
First three months of 2020	89	1,088	89

_________________

(1)

The performance-based RSUs were granted to our executive officers and are eligible to vest based upon annual increasing performance measures over a three-year period. RSUs not earned for a period may be earned in the third period. To the extent earned, those performance-based RSUs will vest in three substantially equal installments on November 15, 2020, November 15, 2021 and November 15, 2022, or the date the Compensation Committee determines the extent to which the applicable performance criteria have been achieved for each performance period.


(2)	The service-based RSUs were granted to employees, including our executive officers. Substantially all service-based RSUs will vest in three substantially equal annual installments on or about the anniversary of the date of grant.


(3)	The Total Shareholder Return (TSR) units were granted to our executive officers pursuant to the terms described below.

In the first three months of 2020, we granted the target performance-based TSR units ("target RSUs") shown in the table above to our executive officers. These RSUs are eligible to vest based upon our total shareholder return relative to a peer group (the “TSR units”), measured annually over a three-year period. The number of TSR units to vest over the three-year period will be determined based on the performance of PTC stock relative to the stock performance of an index of PTC peer companies established as of the grant date, as determined at the end of three measurement periods ending on September 30, 2020, 2021 and 2022, respectively. The shares earned for each period will vest on November 15 following each measurement period, up to a maximum of two times the number of target RSUs (up to a maximum of 178 thousand shares). No vesting will occur in a period unless an annual threshold requirement is achieved. If the return to PTC shareholders is negative but still meets or exceeds the peer group indexed return, a maximum of 100% of the target RSUs will vest for the measurement period. TSR units not earned in either of the first two measurement periods are eligible to be earned in the third measurement period.

The weighted-average fair value of the TSR units was $106.69 per target RSU on the grant date. The fair value of the TSR units was determined using a Monte Carlo simulation model, a generally accepted statistical technique used to simulate a range of possible future stock prices for PTC and the peer group. The method uses a risk-neutral framework to model future stock price movements based upon the risk-free rate of return, the volatility of each entity, and the pairwise correlations of each entity being modeled. The fair value for each simulation is the product of the payout percentage determined by PTC’s TSR rank against the peer group, the projected price of PTC stock, and a discount factor based on the risk-free rate.

The significant assumptions used in the Monte Carlo simulation model were as follows:



Average volatility of peer group	28.0	%
Risk free interest rate	1.59	%
Dividend yield	—	%

Compensation expense recorded for our stock-based awards was classified in our Consolidated Statements of Operations as follows:



(in thousands)	Three months ended
	December 28, 2019		December 29, 2018
Cost of license revenue	$	—	$	322
Cost of support and cloud services revenue	1,486		975
Cost of professional services revenue	1,557		1,814
Sales and marketing	7,452		9,722
Research and development	6,932		4,900
General and administrative	10,509		11,674
Total stock-based compensation expense	$	27,936	$	29,407

Stock-based compensation expense includes $1.5 million in the first quarter of 2020, and $1.3 million in the first quarter of 2019, related to the ESPP.

5. Earnings per Share (EPS) and Common Stock

EPS

Basic EPS is calculated by dividing net income by the weighted-average number of shares outstanding during the period. Diluted EPS is calculated by dividing net income by the weighted-average number of shares outstanding plus the dilutive effect, if any, of outstanding RSUs using the treasury stock method. The calculation of the dilutive effect of outstanding equity awards under the treasury stock method includes consideration of unrecognized compensation expense as additional proceeds.



	Three months ended
Calculation of Basic and Diluted EPS (in thousands, except per share data)	December 28, 2019		December 29, 2018
Net income	$	35,455	$	20,985
Weighted-average shares outstanding—Basic	115,190		118,323
Dilutive effect of restricted stock units	501		1,315
Weighted-average shares outstanding—Diluted	115,691		119,638
Earnings per share—Basic	$	0.31	$	0.18
Earnings per share—Diluted	$	0.31	$	0.18

There were 1.3 million anti-dilutive shares for the three months ended December 28, 2019 and no anti-dilutive shares for the three months ended December 29, 2018.

Common Stock Repurchases

Our Articles of Organization authorize us to issue up to 500 million shares of our common stock. Our Board of Directors has authorized us to repurchase up to $1,500 million of our common stock in the period October 1, 2017 through September 30, 2020. We did not repurchase any shares in the first quarter of 2020 or 2019. All shares of our common stock repurchased are automatically restored to the status of authorized and unissued.

6. Acquisitions

Acquisition-related costs in the first three months of 2020 totaled $7.1 million, compared to $0.4 million in the first three months of 2019. Acquisition-related costs include direct costs of potential and completed acquisitions (e.g., investment banker fees and professional fees, including legal and valuation services) and expenses related to acquisition integration activities (e.g., professional fees and severance). In addition, subsequent adjustments to our initial estimated amount of contingent consideration associated with specific acquisitions are included within acquisition-related charges. These costs are classified in general and administrative expenses in the accompanying Consolidated Statements of Operations.

Our results of operations include the results of acquired businesses beginning on their respective acquisition date. Our results of operations for the reported periods if presented on a pro forma basis would not differ materially from our reported results.

Onshape

On November 1, 2019, we completed our acquisition of Onshape Inc. pursuant to the Agreement and Plan of Merger dated as of October 23, 2019 by and among Onshape Inc., OPAL Acquisition Corporation and the Stockholder Representative named therein, the terms of which are described in the Form 8-K filed by PTC on October 23, 2019 and which is filed as Exhibit 1.1 to that Form 8-K. PTC paid approximately $468 million, net of cash acquired, for Onshape, which amount we borrowed under our existing credit facility. Onshape is not expected to be material to our 2020 results.

The acquisition of Onshape has been accounted for as a business combination. Assets acquired and liabilities assumed have been recorded at their estimated fair values as of the acquisition date. The fair values of intangible assets were based on valuations using a discounted cash flow model which requires the use of significant estimates and assumptions, including estimating future revenues and costs. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill.

The purchase price allocation is preliminary, pending finalization of the valuation and allocation of the acquired intangible assets, as well as related deferred tax liabilities. The preliminary purchase price allocation resulted in $363.2 million of goodwill, $61.6 million of customer relationships, $44.2 million of purchased software, $3.6 million of trademarks and $4.1 million of other net liabilities. The acquired customer relationships, purchased software, and trademark are being amortized over useful lives of10 years, 16 years, and 15 years, respectively, based on the expected benefit pattern of the assets. The acquired goodwill was allocated to our software products segment and will not be deductible for income tax purposes. The resulting amount of goodwill reflects the expected value that will be created by accelerating CAD and PLM growth, especially in the low-end of the market and participating in future growth in the CAD and PLM SaaS market.

Frustum

On November 19, 2018, we acquired Frustum Inc. for $69.5 million (net of cash acquired of $0.7 million). We financed the acquisition with borrowings under our credit facility. Frustum is engaged in next-generation computer-aided design, including generative design, an approach that leverages artificial intelligence to generate design options. At the time of the acquisition, Frustum had approximately 12 employees and historical annualized revenues were not material.

The acquisition of Frustum was accounted for as a business combination. Assets acquired and liabilities assumed were recorded at their estimated fair values as of the acquisition date. The fair values of intangible assets were based on valuations using a discounted cash flow model which requires the use of significant estimates and assumptions, including estimating future revenues and costs. The excess of the purchase price over the tangible assets, identifiable intangible assets and assumed liabilities was recorded as goodwill.

The purchase price allocation resulted in $53.7 million of goodwill, $17.9 million of purchased software and $2.1 million of other net liabilities. The acquired technology is being amortized over a useful life of 15 years based on the expected benefit pattern of the assets. The acquired goodwill was allocated to our software products segment and will not be deductible for income tax purposes. The resulting amount of goodwill reflects the expected value that will be created by integrating Frustum generative design technology into our CAD solutions.

7. Goodwill and Intangible Assets

We have two operating and reportable segments: (1) Software Products and (2) Professional Services. We assess goodwill for impairment at the reporting unit level. Our reporting units are determined based on the components of our operating segments that constitute a business for which discrete financial information is available and for which operating results are regularly reviewed by segment management. Our reporting units are the same as our operating segments.

As of December 28, 2019, goodwill and acquired intangible assets in the aggregate attributable to our Software Products segment was $1,826.4 million and attributable to our Professional Services segment was $45.7 million. As of September 30, 2019, goodwill and acquired intangible assets in the aggregate attributable to our Software Products segment was $1,362.4 million and attributable to our Professional Services segment was $45.7 million. Acquired intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable.

We completed our annual goodwill impairment review as of June 29, 2019 based on a qualitative assessment. Our qualitative assessment included company specific (financial performance and long-range plans), industry, and macroeconomic factors, and consideration of the fair value of each reporting unit relative to its carrying value at the last valuation date. Based on our qualitative assessment, we believe it is more likely than not that the fair values of our reporting units exceed their carrying values and no further impairment testing is required.

Goodwill and acquired intangible assets consisted of the following:



(in thousands)	December 28, 2019						September 30, 2019
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
Goodwill (not amortized)					$	1,606,050					$	1,238,179
Intangible assets with finite lives (amortized) ⁽¹⁾:
Purchased software	$	422,922	$	286,307	$	136,615	$	377,359	$	278,144	$	99,215
Capitalized software	22,877		22,877		—		22,877		22,877		—
Customer lists and relationships	419,906		297,574		122,332		355,931		288,828		67,103
Trademarks and trade names	22,597		15,535		7,062		18,891		15,260		3,631
Other	3,946		3,946		—		3,910		3,910		—
	$	892,248	$	626,239	$	266,009	$	778,968	$	609,019	$	169,949
Total goodwill and acquired intangible assets					$	1,872,059					$	1,408,128

Goodwill

Changes in goodwill presented by reportable segments were as follows:



(in thousands)	Software Products		Professional Services		Total
Balance, October 1, 2019	$	1,196,064	$	42,115	$	1,238,179
Onshape acquisition	363,161		—		363,161
Foreign currency translation adjustment	4,550		160		4,710
Balance, December 28, 2019	$	1,563,775	$	42,275	$	1,606,050

Amortization of Intangible Assets

The aggregate amortization expense for intangible assets with finite lives was classified in our Consolidated Statements of Operations as follows:



(in thousands)	Three months ended
	December 28, 2019		December 29, 2018
Amortization of acquired intangible assets	$	6,777	$	5,936
Cost of license revenue	6,799		6,717
Total amortization expense	$	13,576	$	12,653

8. Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and consider assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. GAAP prescribes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs that may be used to measure fair value:


•	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.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement.

Money market funds, time deposits and corporate notes/bonds are classified within Level 1 of the fair value hierarchy because they are valued based on quoted market prices in active markets.

Certificates of deposit, commercial paper and certain U.S. government agency securities are classified within Level 2 of the fair value hierarchy. These instruments are valued based on quoted prices in markets that are not active or based on other observable inputs consisting of market yields, reported trades and broker/dealer quotes.

The principal market in which we execute our foreign currency contracts is the institutional market in an over-the-counter environment with a relatively high level of price transparency. The market participants usually are large financial institutions. Our foreign currency contracts’ valuation inputs are based on quoted prices and quoted pricing intervals from public data sources and do not involve management judgment. These contracts are typically classified within Level 2 of the fair value hierarchy.

Our significant financial assets and liabilities measured at fair value on a recurring basis as of December 28, 2019 and September 30, 2019 were as follows:



(in thousands)	December 28, 2019
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	83,044	$	—	$	—	$	83,044
Marketable securities:
Corporate notes/bonds	57,480		—		—		57,480
Forward contracts	—		757		—		757
	$	140,524	$	757	$	—	$	141,281
Financial liabilities:
Forward contracts	—		1,694		—		1,694
	$	—	$	1,694	$	—	$	1,694



(in thousands)	September 30, 2019
	Level 1		Level 2		Level 3		Total
Financial assets:
Cash equivalents	$	108,020	$	—	$	—	$	108,020
Marketable securities:
Commercial paper	—		999		—		999
Corporate notes/bonds	56,436		—		—		56,436
Forward contracts	—		3,064		—		3,064
	$	164,456	$	4,063	$	—	$	168,519
Financial liabilities:
Forward contracts	—		2,771		—		2,771
	$	—	$	2,771	$	—	$	2,771

Non-Marketable Equity Investments

We account for non-marketable equity investments at cost, less any impairment, plus or minus adjustments resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. We monitor non-marketable equity investments for events that could indicate that the investments are impaired, such as deterioration in the investee's financial condition and business forecasts, and lower valuations in recent or proposed financings. Changes in fair value of non-marketable equity investments are recorded in Other income (expense), net on the Consolidated Statements of Operations. The carrying value of our non-marketable equity investments is recorded in other assets on the Consolidated Balance Sheets and totaled $9.4 million as of both December 28, 2019 and September 30, 2019.

9. Marketable Securities

The amortized cost and fair value of marketable securities as of December 28, 2019 and September 30, 2019 were as follows:



(in thousands)	December 28, 2019
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
Corporate notes/bonds	57,369		130		(19		)	57,480
	$	57,369	$	130	$	(19	)	$	57,480



(in thousands)	September 30, 2019
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value
Commercial paper	999		—		—			999
Corporate notes/bonds	56,318		146		(28		)	56,436
	$	57,317	$	146	$	(28	)	$	57,435

Our investment portfolio consists of certificates of deposit, commercial paper, corporate notes/bonds and government securities that have a maximum maturity of two years. The longer the duration of these securities, the more susceptible they are to changes in market interest rates and bond yields. All unrealized losses are due to changes in market interest rates, bond yields and/or credit ratings.

We review our investments to identify and evaluate investments that have an indication of possible impairment. We concluded that, at December 28, 2019, the unrealized losses were temporary.

The following tables summarize the fair value and gross unrealized losses aggregated by category and the length of time that individual securities have been in a continuous unrealized loss position as of December 28, 2019 and September 30, 2019.



(in thousands)	December 28, 2019
	Less than twelve months					Greater than twelve months					Total
	Fair Value		Gross unrealized loss			Fair Value		Gross unrealized loss			Fair Value		Gross unrealized loss
Corporate notes/bonds	$	17,718	$	(13	)	$	12,814	$	(6	)	$	30,532	$	(19	)



(in thousands)	September 30, 2019
	Less than twelve months			Greater than twelve months			Total
	Fair Value	Gross unrealized loss		Fair Value	Gross unrealized loss		Fair Value	Gross unrealized loss
Corporate notes/bonds	12,419	(14	)	16,369	(14	)	28,788	(28	)

The following table presents our marketable securities by contractual maturity date as of December 28, 2019 and September 30, 2019.



(in thousands)	December 28, 2019				September 30, 2019
	Amortized cost		Fair value		Amortized cost		Fair value
Due in one year or less	$	29,035	$	29,075	$	27,725	$	27,735
Due after one year through three years	28,334		28,405		29,592		29,700
	$	57,369	$	57,480	$	57,317	$	57,435

10. Derivative Financial Instruments

Our earnings and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Our most significant foreign currency exposures relate to Western European countries, Japan, China, Israel, India and Canada. Our foreign currency risk management strategy is principally designed to mitigate the future potential financial impact of changes in the U.S. Dollar value of

anticipated transactions and balances denominated in foreign currency resulting from changes in foreign currency exchange rates. We enter into derivative transactions, specifically foreign currency forward contracts, to manage the exposures to foreign currency exchange risk to reduce earnings volatility. We do not enter into derivatives transactions for trading or speculative purposes.

Non-Designated Hedges

We hedge our net foreign currency monetary assets and liabilities primarily resulting from foreign currency denominated receivables and payables with foreign exchange forward contracts to reduce the risk that our earnings and cash flows will be adversely affected by changes in foreign currency exchange rates. These contracts have maturities of up to approximately seven months. Generally, we do not designate these foreign currency forward contracts as hedges for accounting purposes and changes in the fair value of these instruments are recognized immediately in earnings. Because we enter into forward contracts only as an economic hedge, any gain or loss on the underlying foreign-denominated balance would be offset by the loss or gain on the forward contract. Gains and losses on forward contracts and foreign denominated receivables and payables are included in Other income (expense), net.

As of December 28, 2019 and September 30, 2019, we had outstanding forward contracts with notional amounts equivalent to the following:



Currency Hedged (in thousands)	December 28, 2019		September 30, 2019
Canadian / U.S. Dollar	$	7,962	$	9,408
Euro / U.S. Dollar	273,748		308,282
British Pound / U.S. Dollar	4,344		3,756
Israeli Sheqel / U.S. Dollar	7,824		10,272
Japanese Yen / U.S. Dollar	34,103		37,462
Swiss Franc / U.S. Dollar	8,116		12,001
Swedish Kronor / U.S. Dollar	4,837		20,636
Chinese Yuan offshore / U.S. Dollar	1,238		43,387
Singapore Dollar / U.S. Dollar	44,617		34,585
Chinese Renminbi / U.S. Dollar	14,369		9,079
Russian Ruble / U.S. Dollar	6,360		—
All other	7,837		9,487
Total	$	415,355	$	498,355

The following table shows the effect of our non-designated hedges in the Consolidated Statements of Operations for the three months ended December 28, 2019 and December 29, 2018:



Derivatives Not Designated as Hedging Instruments (in thousands)	Location of Gain or (Loss) Recognized in Income	Net realized and unrealized gain or (loss) (excluding the underlying foreign currency exposure being hedged)
		Three months ended
		December 28, 2019		December 29, 2018
Forward Contracts	Other income (expense), net	$	693	$	(987	)

In the three months ended December 28, 2019 there were no gains or losses on foreign currency. In the three months ended December 29, 2018 foreign currency losses, net were $0.2 million.

Net Investment Hedges

We translate balance sheet accounts of subsidiaries with foreign functional currencies into the U.S. Dollar using the exchange rate at each balance sheet date. Resulting translation adjustments are reported as a component of accumulated other comprehensive loss on the Consolidated Balance Sheet. We designate certain foreign exchange forward contracts as net investment hedges against exposure on translation of balance sheet accounts of Euro functional subsidiaries. Net investment hedges

partially offset the impact of foreign currency translation adjustment recorded in accumulated other comprehensive loss on the Consolidated Balance Sheet. All foreign exchange forward contracts are carried at fair value on the Consolidated Balance Sheet and the maximum duration of foreign exchange forward contracts is approximately three months.

Net investment hedge relationships are designated at inception, and effectiveness is assessed retrospectively on a quarterly basis using the net equity position of Euro functional subsidiaries. As the forward contracts are highly effective in offsetting exchange rate exposure, we record changes in these net investment hedges in accumulated other comprehensive loss and subsequently reclassify them to foreign currency translation adjustment in accumulated other comprehensive loss at the time of forward contract maturity. Changes in the fair value of foreign exchange forward contracts due to changes in time value are excluded from the assessment of effectiveness. Our derivatives are not subject to any credit contingent features. We manage credit risk with counterparties by trading among several counterparties and we review our counterparties’ credit at least quarterly.

As of December 28, 2019 and September 30, 2019, we had outstanding forward contracts designated as net investment hedges with notional amounts equivalent to the following:



Currency Hedged (in thousands)	December 28, 2019		September 30, 2019
Euro / U.S. Dollar	$	151,595	$	183,396
Total	$	151,595	$	183,396

The following table shows the effect of our derivative instruments designated as net investment hedges in the Consolidated Statements of Operations for the three months ended December 28, 2019 and December 29, 2018 (in thousands):



Derivatives Designated as Hedging Instruments	Gain or (Loss) Recognized in OCI						Location of Gain or (Loss) Reclassified from OCI	Gain or (Loss) Reclassified from OCI					Location of Gain or (Loss) Excluded from Effectiveness Testing	Gain or (Loss) Recognized-Excluded Portion
	Three months ended							Three months ended						Three months ended
	December 28, 2019			December 29, 2018				December 28, 2019			December 29, 2018			December 28, 2019		December 29, 2018
Forward Contracts	$	(3,565	)	$	(698	)	Accumulated other comprehensive loss	$	(762	)	$	773	Other income (expense), net	$	1,229	$	486

As of December 28, 2019, we estimate that all amounts reported in accumulated other comprehensive loss will be applied against exposed balance sheet accounts upon translation within the next three months.

The following table shows our derivative instruments measured at gross fair value as reflected in the Consolidated Balance Sheets:



(in thousands)	Fair Value of Derivatives Designated As Hedging Instruments				Fair Value of Derivatives Not Designated As Hedging Instruments
	December 28, 2019		September 30, 2019		December 28, 2019		September 30, 2019
Derivative assets ⁽¹⁾:
Forward Contracts	$	—	$	1,674	$	757	$	1,390
Derivative liabilities ⁽²⁾:
Forward Contracts	$	663	$	—	$	1,031	$	2,771


(1)	As of December 28, 2019 and September 30, 2019, current derivative assets of $0.8 million and $3.1 million, respectively, are recorded in other current assets in the Consolidated Balance Sheets.


(2)	As of December 28, 2019 and September 30, 2019, current derivative liabilities of $1.7 million and $2.8 million, respectively are recorded in accrued expenses and other current liabilities in the Consolidated Balance Sheets.

Offsetting Derivative Assets and Liabilities

We have entered into master netting arrangements that allow net settlements under certain conditions. Although netting is permitted, it is currently our policy and practice to record all derivative assets and liabilities on a gross basis in the Consolidated Balance Sheets.

The following table sets forth the offsetting of derivative assets as of December 28, 2019:



(in thousands)	Gross Amounts Offset in the Consolidated Balance Sheets						Gross Amounts Not Offset in the Consolidated Balance Sheets
As of December 28, 2019	Gross Amount of Recognized Assets		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Assets Presented in the Consolidated Balance Sheets		Financial Instruments			Cash Collateral Received		Net Amount
Forward Contracts	$	757	$	—	$	757	$	(757	)	$	—	$	—

The following table sets forth the offsetting of derivative liabilities as of December 28, 2019:



(in thousands)	Gross Amounts Offset in the Consolidated Balance Sheets						Gross Amounts Not Offset in the Consolidated Balance Sheets
As of December 28, 2019	Gross Amount of Recognized Liabilities		Gross Amounts Offset in the Consolidated Balance Sheets		Net Amounts of Liabilities Presented in the Consolidated Balance Sheets		Financial Instruments			Cash Collateral Pledged		Net Amount
Forward Contracts	$	1,694	$	—	$	1,694	$	(757	)	$	—	$	937

11. Segment and Geographic Information

We operate within a single industry segment -- computer software and related services. Operating segments as defined under GAAP are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. Our chief operating decision maker is our President and Chief Executive Officer. We have two operating and reportable segments: (1) Software Products, which includes license, subscription and related support revenue (including updates and technical support) for all our products; and (2) Professional Services, which includes consulting, implementation and training services. We do not allocate sales and marketing or general and administrative expense to our operating segments as these activities are managed on a consolidated basis. Additionally, segment profit does not include stock-based compensation, amortization of intangible assets, restructuring charges and certain other identified costs that we do not allocate to the segments for purposes of evaluating their operational performance.

The revenue and profit attributable to our operating segments are summarized below. We do not produce asset information by reportable segment; therefore, it is not reported.



(in thousands)	Three months ended
	December 28, 2019			December 29, 2018
Software Products
Revenue	$	314,366		$	293,243
Operating Costs ⁽¹⁾	102,192			91,628
Profit	212,174			201,615

Professional Services
Revenue	41,744			41,446
Operating Costs ⁽²⁾	33,747			31,863
Profit	7,997			9,583

Total segment revenue	356,110			334,689
Total segment costs	135,939			123,491
Total segment profit	220,171			211,198

Unallocated operating expenses:
Sales and marketing expenses	100,152			94,496
General and administrative expenses	26,919			25,771
Restructuring charges, net	14,034			16,586
Restructuring and other charges, net	—			1,907
Intangibles amortization	13,576			12,653
Stock-based compensation	27,936			29,407
Other unallocated operating expenses (income) ⁽³⁾	7,129			334
Total operating income	30,425			30,044

Interest expense	(12,098		)	(10,276		)
Other income (expense), net	704			655
Income before income taxes	$	19,031		$	20,423

(1) Operating costs for the Software Products segment include all costs of software revenue and research and development costs, excluding stock-based compensation and intangible amortization.

(2) Operating costs for the Professional Services segment include all cost of professional services revenue, excluding stock-based compensation and fair value adjustments for deferred services costs.

(3) Other unallocated operating expenses include acquisition-related and other transactional costs and fair value adjustments for deferred services costs.

Our international revenue is presented based on the location of our customer. Revenue for the geographic regions in which we operate is presented below.



(in thousands)	Three months ended
Revenue	December 28, 2019		December 29, 2018
Americas	$	155,973	$	141,853
Europe	136,521		111,352
Asia-Pacific	63,616		81,484
Total revenue	$	356,110	$	334,689

12. Income Taxes

In the first three months of 2020, our effective tax rate was (86)% on pre-tax income of $19.0 million, compared to (3)% on pre-tax income of $20.4 million first three months of 2019, respectively. In the first three months of 2020 and 2019, our effective tax rate differed from the statutory federal income tax rate of 21% due to U.S. tax reform, our corporate structure in which our foreign taxes are at a net effective tax rate lower than the U.S. rate, the excess tax benefit related to stock-based compensation and the indirect effects of the adoption of ASC 606. Additionally, in the first three months of 2020 and 2019, we reduced the valuation allowance by $21.0 million and $1.8 million as the result of the Onshape and Frustum acquisitions, respectively. A significant amount of our foreign earnings is generated by our subsidiaries organized in Ireland. In 2020 and 2019, the foreign rate differential predominantly relates to these Irish earnings.

We have concluded, based on the weight of available evidence, that a full valuation allowance continues to be required against our U.S. net deferred tax assets as they are not more likely than not to be realized in the future. We will continue to reassess our valuation allowance requirements each financial reporting period. However, we believe that there is a reasonable possibility that within the next 12 months, sufficient positive evidence may become available to allow us to reach a conclusion that a significant portion of the valuation allowance will no longer be needed. Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded. However, the exact timing and amount of any valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

In the normal course of business, PTC and its subsidiaries are examined by various taxing authorities, including the Internal Revenue Service in the U.S. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. We are currently under audit by tax authorities in several jurisdictions. Audits by tax authorities typically involve examination of the deductibility of certain permanent items, limitations on net operating losses and tax credits. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in material changes in our estimates.

As of December 28, 2019 and September 30, 2019, we had unrecognized tax benefits of $12.5 million and $11.5 million, respectively. If all our unrecognized tax benefits as of December 28, 2019 were to become recognizable in the future, we would record a benefit to the income tax provision of $12.5 million, which would be partially offset by an increase in the U.S. valuation allowance of $6.1 million.

Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in favorable or unfavorable changes in our estimates. We believe it is reasonably possible that within the next 12 months the amount of unrecognized tax benefits related to the resolution of multi-jurisdictional tax positions could be reduced by up to $0.5 million as audits close and statutes of limitations expire.

In the fourth quarter of 2016, we received an assessment of approximately $12 million from the tax authorities in South Korea. The assessment relates to various tax issues, primarily foreign withholding taxes. We have appealed and intend to vigorously defend our positions. We believe that upon completion of a multi-level appeal process it is more likely than not that our positions will be sustained. Accordingly, we have not recorded a tax reserve for this matter. We paid this assessment in the first quarter of 2017 and have recorded the amount in other assets, pending resolution of the appeal process. If the South Korean tax authorities were to prevail the potential additional exposure through 2019 would be approximately $13 million. We are continuing to work with our advisors during the court process and still believe our position is sustainable.

13. Debt

At December 28, 2019 and September 30, 2019, we had the following long-term debt obligations:



(in thousands)	December 28, 2019			September 30, 2019
6.000% Senior notes due 2024	$	500,000		$	500,000
Credit facility revolver	628,125			173,125
Total debt	1,128,125			673,125
Unamortized debt issuance costs for the Senior notes⁽¹⁾	(3,780		)	(3,991		)
Total debt (all long term), net of issuance costs	$	1,124,345		$	669,134


(1)	Unamortized debt issuance costs related to the credit facility were $3.9 million and $3.1 million as of December 28, 2019 and September 30, 2019, respectively, and were included in other assets in the Consolidated Balance Sheets.

Senior Notes

In May 2016, we issued $500 million in aggregate principal amount of 6.0% senior, unsecured long-term debt at par value, due in 2024. We used the net proceeds from the sale of the notes to repay a portion of our outstanding revolving loan under our current credit facility. Interest is payable semi-annually on November 15 and May 15. The debt indenture includes covenants that limit our ability to, among other things, incur additional debt, grant liens on our properties or capital stock, enter into sale and leaseback transactions or asset sales, and make capital distributions. We were in compliance with all the covenants as of December 28, 2019.

On and after May 15, 2019, we may redeem the senior notes at any time in whole or from time to time in part at specified redemption prices. In certain circumstances constituting a change of control, we will be required to make an offer to repurchase the senior notes at a purchase price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest. Our ability to repurchase the senior notes in such event may be limited by law, by the indenture associated with the senior notes, by our then-available financial resources or by the terms of other agreements to which we may be party at such time. If we fail to repurchase the senior notes as required by the indenture, it would constitute an event of default under the indenture which, in turn, may also constitute an event of default under other obligations.

As of December 28, 2019, the total estimated fair value of the senior notes was approximately $522.5 million, based on quoted prices for the notes on that date.

Credit Agreement

We maintain a multi-currency credit facility with a syndicate of sixteen banks for which JPMorgan Chase Bank, N.A. acts as Administrative Agent. We use the credit facility for general corporate purposes, including acquisitions of businesses, share repurchases and working capital requirements. As of December 28, 2019, the fair value of our credit facility approximates its book value.

In November 2019, we amended the credit facility to increase the revolving loan commitment from $700 million to $1 billion. The revolving loan commitment does not require amortization of principal and may be repaid in whole or in part prior to the scheduled maturity date at our option without penalty or premium. The credit facility matures on September 13, 2023, when all remaining amounts outstanding will be due and payable in full.

PTC Inc. and certain eligible foreign subsidiaries are eligible to borrow under the credit facility. Any borrowings by PTC Inc. under the credit facility would be guaranteed by PTC Inc.’s material domestic subsidiaries that become parties to the subsidiary guaranty, if any. As of the filing of this Form 10-Q, there are no subsidiary guarantors of the obligations under the credit facility. Any borrowings by eligible foreign subsidiary borrowers would be guaranteed by PTC Inc. and any subsidiary guarantors. As of the filing of this Form 10-Q there were no borrowings by eligible foreign subsidiaries. In addition, substantially all existing and after-acquired personal property of PTC Inc. and certain of its material domestic subsidiaries that become parties to the subsidiary guaranty, if any, is or will be, in the case of such subsidiary guarantors, subject to first priority perfected liens in favor of the lenders under the credit facility. 100% of the voting equity interests of certain of PTC Inc.’s domestic subsidiaries and 65% of its material first-tier foreign subsidiaries are pledged as collateral for the obligations under the credit facility.

Loans under the credit facility bear interest at variable rates which reset every 30 to 180 days depending on the rate and period selected by PTC as described below. As of December 28, 2019, the annual rate for borrowings outstanding was 3.7%. Interest rates on borrowings outstanding under the credit facility range from 1.25% to 1.75% above an adjusted LIBO rate for Euro currency borrowings or would range from 0.25% to 0.75% above the defined base rate (the greater of the Prime Rate, the NYFRB rate plus 0.5%, or an adjusted LIBO rate plus 1%) for base rate borrowings, in each case based upon PTC’s total leverage ratio. Additionally, PTC may borrow certain foreign currencies at rates set in the same range above the respective London interbank offered interest rates for those currencies, based on PTC’s total leverage ratio. A quarterly commitment fee on the undrawn portion of the credit facility is required, ranging from 0.175% to 0.30% per annum based upon PTC’s total leverage ratio.

The credit facility limits PTC’s and its subsidiaries’ ability to, among other things: incur liens or guarantee obligations; pay dividends (other than to PTC) and make other distributions; make investments and enter into joint ventures; dispose of assets; and engage in transactions with affiliates, except on an arms-length basis. Under the credit facility, PTC and its material domestic subsidiaries may not invest cash or property in, or loan to, PTC’s foreign subsidiaries in aggregate amounts exceeding $100.0 million for any purpose and an additional $200.0 million for acquisitions of businesses. In addition, under the credit facility, PTC and its subsidiaries must maintain the following financial ratios:


•	a total leverage ratio, defined as consolidated funded indebtedness to consolidated trailing four quarters EBITDA, not to exceed 4.50 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


•	an interest coverage ratio, defined as the ratio of consolidated trailing four quarters EBITDA to consolidated trailing four quarters of cash basis interest expense, of not less than 3.00 to 1.00 as of the last day of any fiscal quarter.

As of December 28, 2019, our total leverage ratio was 3.63 to 1.00, our senior secured leverage ratio was 2.04 to 1.00 and our interest coverage ratio was 7.69 to 1.00 and we were in compliance with all financial and operating covenants of the credit facility.

Any failure to comply with the financial or operating covenants of the credit facility would prevent PTC from being able to borrow additional funds, and would constitute a default, permitting the lenders to, among other things, accelerate the amounts outstanding, including all accrued interest and unpaid fees, under the credit facility and to terminate the credit facility. A change in control of PTC, as defined in the agreement, also constitutes an event of default, permitting the lenders to accelerate the indebtedness and terminate the credit facility.

We incurred $1.0 million in financing costs in connection with the November 2019 credit facility amendment. These origination costs are recorded as deferred debt issuance costs and are included in other assets. Financing costs are expensed over the remaining term of the obligations.

In the first quarter of 2020 and 2019 we paid $16.9 million and $16.7 million of interest on our debt, respectively. The average interest rate on borrowings outstanding during the first quarter of 2020 and 2019 and was approximately 4.9% and 5.4%, respectively.

14. Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use assets and operating lease obligations on our Consolidated Balance Sheets. Our operating leases are primarily for office space, cars, servers, and office equipment. Finance leases are included in property and equipment, accrued expenses and other current liabilities, and other liabilities on our Consolidated Balance Sheets.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the leases. Right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The right-of-use assets include any lease payments made and exclude lease incentives received. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Our operating leases expire at various dates through 2037. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Certain office space leases require us to pay for taxes, insurance, maintenance and other operating expenses in addition to rent.

Our headquarters are located at 121 Seaport Boulevard, Boston, Massachusetts (the Boston lease). The Boston lease is for approximately 250,000 square feet and runs from January 1, 2019 through June 30, 2037. Base rent for the first year of the lease is $11.0 million and will increase by $1 per square foot per year thereafter ($0.3 million per year) with base rent first becoming payable on July 1, 2020. In addition to the base rent, PTC is required to pay its pro rata portions of building operating costs and real estate taxes (together, “Additional Rent”). Additional Rent is estimated to be approximately $7.1 million for the first year we begin paying rent. The lease provides for $25 million in landlord funding for leasehold improvements ($100 per square foot). Leasehold improvement funding provision was fully utilized by us and was reflected as a derecognition adjustment to the right-of-use asset.

The components of lease cost reflected in the Consolidate Statement of Operations for the three months ended December 28, 2019 were as follows:



(in thousands)	Three months ended
	December 28, 2019
Operating lease cost	$	8,757
Short-term lease cost	1,874
Variable lease cost	1,914
Sublease income	(1,012		)
Total lease cost	$	11,533

Other information related to leases for the three months ended December 28, 2019 was as follows:



(dollar amounts in thousands)	Three months ended
	December 28, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	5,498

Right-of-use assets obtained in exchange for new operating lease liabilities	$	5,380
Right-of-use assets obtained in exchange for new financing lease liabilities	$	1,500
Weighted-average remaining lease term - operating leases	12.4 years
Weighted-average remaining lease term - financing leases	5 years
Weighted-average discount rate - operating leases	5.6		%
Weighted-average discount rate - financing leases	3.0		%

Maturities of lease liabilities as of December 28, 2019 are as follows:



(in thousands)	Operating Leases
Remainder of 2020	$	21,863
2021	30,858
2022	22,045
2023	18,939
2024	17,965
Thereafter	185,847
Total future lease payments	$	297,517
Less: imputed interest	(72,254		)
Total	$	225,263

As of December 28, 2019, we have additional operating and finance leases that have not yet commenced of $3.8 million and $1.5 million, respectively. These leases will commence in 2020 with lease terms of 7 years to 5 years.

Under the prior lease standard (ASC 840), as of September 30, 2019, future minimum lease payments under noncancellable operating leases are as follows (in thousands):



2020	$	31,868
2021	33,094
2022	25,624
2023	19,279
2024	16,909
Thereafter	186,037
Total minimum lease payments	$	312,811

15. Commitments and Contingencies

Legal and Regulatory Matters

Korean Tax Audit

In July 2016, we received an assessment of approximately $12 million from the tax authorities in South Korea related to an ongoing tax audit. See Note 12. Income Taxes for additional information.

Legal Proceedings

We are subject to various other legal proceedings and claims that arise in the ordinary course of business. We do not believe that resolving the legal proceedings and claims that we are currently subject to will have a material adverse impact on our financial condition, results of operations or cash flows. However, the results of legal proceedings cannot be predicted with certainty. Should any of these legal proceedings and claims be resolved against us, the operating results for a reporting period could be adversely affected.

Accruals

With respect to legal proceedings and claims, we record an accrual for a contingency when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. For legal proceedings and claims for which the likelihood that a liability has been incurred is more than remote but less than probable, we estimate the range of possible outcomes. As of December 28, 2019, we estimate approximately $0.6 million to $2.3 million in legal proceedings and claims, of which we had accrued $0.4 million.

Guarantees and Indemnification Obligations

We enter into standard indemnification agreements in the ordinary course of our business. Under such agreements with our business partners or customers, we indemnify, hold harmless, and agree to reimburse the indemnified party for losses suffered or incurred by the indemnified party, generally in connection with patent, copyright or other intellectual property infringement claims by any third party with respect to our products, claims relating to property damage or personal injury resulting from the performance of services by us or our subcontractors and data breaches. The maximum potential amount of future payments we could be required to make under indemnification agreements for intellectual property and damage and injury claims is unlimited; the maximum potential amount for indemnification for data breaches is capped in those contracts. Historically, our costs to defend lawsuits or settle claims relating to such indemnity agreements have been minimal and, accordingly, we believe the estimated fair value of liabilities under these agreements is immaterial.

We warrant that our software products will perform in all material respects in accordance with our standard published specifications in effect at the time of delivery of the licensed products for a specified period of time. Additionally, we generally warrant that our consulting services will be performed consistent with generally accepted industry standards. In most cases, liability for these warranties is capped. If necessary, we would provide for the estimated cost of product and service warranties based on specific warranty claims and claim history; however, we have not incurred significant cost under our

product or services warranties. As a result, we believe the estimated fair value of these liabilities is immaterial.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Business Overview

PTC is a global software and services company that delivers solutions to power our industrial customers' digital transformations, helping them to better design, manufacture, operate, and service their products. Our Internet of Things (IoT) and Augmented Reality (AR) solutions enable companies to connect factories and plants, smart products, and enterprise systems to transform their businesses. These products, along with Onshape, are considered our Growth Products. The primary products in our Core Products portfolio are innovative Computer-Aided Design (CAD) and Product Lifecycle Management (PLM) solutions that enable manufacturers to create, innovate, and service products. Our Focused Solutions Group (FSG) is a family of software products that target specific vertical industries where we can deliver unique domain expertise and a competitive advantage with Application Lifecycle Management (ALM) products, Service Lifecycle Management (SLM) products, and other niche tailored solutions.

Forward-Looking Statements

Statements in this Quarterly Report on Form 10-Q that are not historic facts, including statements about our future financial and growth expectations and targets, are forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those projected. These risks include: the macroeconomic and/or global manufacturing climates may deteriorate due to, among other factors, the geopolitical environment, including the U.S. Administration's focus on technology transactions with non-U.S. entities and potential expanded prohibitions, and ongoing trade tensions and tariffs; customers may not purchase our solutions or convert existing support contracts to subscription when or at the rates we expect; our Internet of Things (IoT), Augmented Reality and Onshape businesses may not expand and/or generate the revenue we expect; if customers are slower to adopt these technologies than we expect or adopt competing technologies, which would adversely affect our ARR, revenue and cash flows; customers may not renew subscription or support contracts with us as we expect if they elect to switch to competing technologies or otherwise cease using our software, which would adversely affect our ARR, revenue and cash flows; foreign currency exchange rates may vary from our expectations and thereby affect our reported revenue and expense; the mix of revenue between license and subscription solutions, support and professional services could be different than we expect, which could impact our EPS results; license purchases associated with minimum ACV commitments under our Strategic Alliance Agreement with Rockwell Automation may not result in subscription contracts sold through to end-user customers; our strategic initiatives and investments may not generate the revenue we expect; we may be unable to expand our partner ecosystem as we expect and our partners may not generate the revenue we expect; and technologies we acquire may not provide the access to new customers and markets that we expect if those customers and markets are not receptive to the technology; we may be unable to integrate the acquired technologies or entities when or as we expect, which could adversely affect our ability to offer additional products or solutions; customers may not adopt acquired technologies as we expect, which would adversely affect our revenue. In addition, our assumptions concerning our future GAAP and non-GAAP effective income tax rates are based on estimates and other factors that could change, including the geographic mix of our revenue, expenses and profits, as well as other risks and uncertainties described below throughout or referenced in Part II, Item 1 A. Risk Factors of this report.

Operating and Non-GAAP Financial Measures

Our discussion of results includes discussion of our ARR operating measure and non-GAAP financial measures. ARR and non-GAAP financial measures, including the reasons we use those measures, are described below in Results of Operations - Operating Measure and Results of Operations - Non-GAAP Financial Measures, respectively. You should read those sections to understand those operating and non-GAAP financial measures.

Executive Overview

Revenue was up 6% year over year (8% constant currency), despite a 78% decrease year over year in perpetual software revenue due to last time purchases of perpetual licenses in the first quarter of 2019,

at the end of which we ceased substantially all perpetual license sales. Operating margin for the quarter was flat year over year despite $7.1 million of acquisition-related charges and increased intangible asset amortization expense associated with our acquisition of Onshape, a SaaS CAD and data management platform. Non-GAAP operating margin of 26% increased 200 basis points over the fourth quarter of 2019 and declined 100 basis points compared to the prior year period due to the significant amount of perpetual license revenue in the first quarter of 2019. EPS was up year over year, primarily due to a $21 million tax benefit related to the reversal of the U.S. valuation allowance associated with the acquisition of Onshape, and lower share count due to share buybacks in 2019. Non-GAAP EPS was up 2% year over year.

We generated $8 million of cash from operations in the first three months of 2020 compared to $21 million in the first three months of 2019. Cash from operations for the first three months of 2020 includes $3 million of restructuring payments and $6 million of acquisition-related payments compared to $8 million of restructuring payments in the prior year period. In the first quarter of 2020, we amended our credit facility to increase the revolving loan commitment from $700 million to $1 billion (which may be increased by up to an additional $500 million in the aggregate if the existing or additional lenders are willing to make such increased commitments). As of December 28, 2019, the balance outstanding under our credit facility was $628 million and total debt outstanding was $1,128 million.

ARR was $1,158 million as of the end of the first quarter of 2020. This represents 11% growth (11% constant currency) compared to the end of the first quarter of 2019, reflecting solid performance in our Growth and Core Product groups and in our global channel. ARR growth in our Growth Products was up 35% year over year (36% constant currency). ARR for our Core Products was up 9% year over year (10% constant currency). ARR in FSG was up 1% year over year (1% constant currency).

We acquired Onshape on November 1, 2019 for $468 million, net of cash acquired. The acquisition is expected to accelerate our ability to attract new customers with a SaaS-based product offering and position the company to capitalize on an industry transition to SaaS. In connection with the acquisition, we borrowed $455 million under our credit facility. Onshape is not expected to be material to our 2020 results.

Results of Operations

The following table shows the financial measures that we consider the most significant indicators of our business performance. In addition to providing operating income, operating margin, diluted earnings per share and cash from operations as calculated under GAAP, we provide non-GAAP operating income, non-GAAP operating margin, non-GAAP diluted earnings per share and adjusted free cash flow for the reported periods. These non-GAAP financial measures exclude the items described in Non-GAAP Financial Measures below. Investors should use these non-GAAP financial measures only in conjunction with our GAAP results.



(Dollar amounts in millions, except per share data)	Three months ended
							Percent Change
	December 28, 2019			December 29, 2018			Actual		Constant Currency
Total recurring revenue	$	305.4		$	251.4		21	%	23	%
Perpetual license	9.0			41.8			(78	)%	(78	)%
Professional services	41.7			41.4			1	%	2	%
Total revenue	356.1			334.7			6	%	8	%
Total cost of revenue	87.4			77.4			13	%	14	%
Gross margin	268.7			257.3			4	%	6	%
Operating expenses	238.3			227.3			5	%	5	%
Total costs and expenses	325.7			304.6			7	%	7	%
Operating income	30.4			30.0			1	%	12	%
Non-GAAP operating income⁽¹⁾	$	93.1		$	91.2		2	%	6	%
Operating margin	8.5		%	9.0		%
Non-GAAP operating margin⁽¹⁾	26.1		%	27.2		%
Diluted earnings (loss) per share	$	0.31		$	0.18
Non-GAAP diluted earnings per share ^{(1) (2)}	$	0.57		$	0.56
Cash flow from operations ⁽³⁾	$	7.5		$	21.2
Adjusted free cash flow ⁽¹⁾	$	12.5		$	(0.8	)


(1)	See Non-GAAP Financial Measures below for a reconciliation of our GAAP results to our non-GAAP financial measures.

(2)

We have recorded a full valuation allowance against our U.S. net deferred tax assets. As we are profitable on a non-GAAP basis, the 2020 and 2019 non-GAAP tax provisions are calculated assuming there is no valuation allowance. Income tax adjustments reflect the tax effects of non-GAAP adjustments, which are calculated by applying the applicable tax rate by jurisdiction to the non-GAAP adjustments listed above.


(3)	Cash flow from operations for the first three months of 2020 includes $3.3 million of restructuring payments and $6.4 million of acquisition-related payments. Cash flow from operations for the first three months of 2019 includes $8.3 million of restructuring payments.

Impact of Foreign Currency Exchange on Results of Operations

Approximately 60% of our revenue and 40% of our expenses are transacted in currencies other than the U.S. Dollar. Because we report our results of operations in U.S. Dollars, currency translation, particularly changes in the Euro, Yen, Sheqel, and Rupee relative to the U.S. Dollar, affects our reported results. Starting in the first quarter of 2020, our constant currency disclosures are calculated by multiplying the results in local currency for the first three months of 2020 and 2019 by the exchange rates in effect on September 30, 2019, excluding the effect of any hedging. The results of operations in the table above and revenue by line of business, product group, and geographic region in the tables that follow present both actual percentage changes year over year and percentage changes on a constant currency basis.

Revenue

Our results have been impacted, and we expect will continue to be impacted, by our ability to close large transactions. The amount of revenue attributable to large transactions, and the number of such transactions, may vary significantly from quarter to quarter based on customer purchasing decisions and macroeconomic conditions. Such transactions may have long lead times as they often follow a lengthy product selection and evaluation process and, for existing customers, are influenced by contract expiration cycles. In addition, our revenue results quarter to quarter are impacted by contract terms, including duration and start dates of our subscription contracts. These factors may cause volatility in our results.

We discuss our revenue results by line of business, by product group and by geographic region below.

Revenue by Line of Business



(Dollar amounts in millions)	Three months ended
					Percent Change
	December 28, 2019		December 29, 2018		Actual		Constant Currency
Software revenue	$	314.4	$	293.2	7	%	9	%
Professional services	41.8		41.4		1	%	2	%
Total revenue	$	356.1	$	334.7	6	%	8	%

Software

Software revenue consists of subscription, support, and perpetual license revenue. Our subscription revenue includes an immaterial amount of Software as a Service (SaaS) and cloud services.

Professional Services

Professional services engagements typically result from sales of new licenses; revenue is recognized over the term of the engagement. Our results are in line with our expectation that professional services revenue will trend flat-to-down over time due to our strategy to expand margins by migrating more services engagements to our partners and delivering products that require less consulting and training services.

Revenue by Product Group



(Dollar amounts in millions)	Three months ended
					Percent Change
	December 28, 2019		December 29, 2018		Actual		Constant Currency
Core (CAD and PLM)	$	262.6	$	250.9	5	%	6	%
Growth (IoT, AR, Onshape)	48.2		35.4		36	%	37	%
FSG (Focused Solutions Group)	45.3		48.4		(6	)%	(5	)%
Total revenue	$	356.1	$	334.7	6	%	8	%

Core Product revenue growth was driven by growth in subscription revenue, offset by an expected decline in perpetual revenue due to the end of sales of perpetual licenses at the end of the first quarter of 2019. Total recurring revenue for Core Products grew 24% (26% on a constant currency basis) compared to the prior year period.

Growth Product revenue growth was driven by 54% (55% constant currency) subscription revenue growth compared to the prior year period, offset by a decline in support revenue.

The decline in FSG revenue reflects an 80% decline in perpetual license revenue, partially offset by 9% growth in subscription revenue compared to the prior year period.

Revenue by Geographic Region

A significant portion of our total revenue is generated outside the U.S. In 2019 and in the first three months of 2020, approximately 40% of total revenue was generated in Americas, 40% in Europe, and 20% in Asia Pacific.



(Dollar amounts in millions)	Three months ended
					Percent Change
	December 28, 2019		December 29, 2018		Actual		Constant Currency
Americas	$	156.0	$	141.9	10	%	10	%
Europe	136.5		111.4		23	%	28	%
Asia Pacific	63.6		81.5		(22	)%	(22	)%
Total revenue	$	356.1	$	334.7	6	%	8	%

Americas revenue growth was driven by 22% growth in subscription revenue, partially offset by a decline in support revenue resulting in 10% overall growth in recurring revenue compared to the prior year period.

Europe revenue growth was driven by 92% (101% constant currency) growth in subscription revenue, offset by a decline in support revenue resulting in 33% (39% constant currency) growth in recurring revenue compared to the prior year period.

Asia Pacific revenue declined primarily due to comparison to the strong first quarter of 2019, which benefited from the last time purchases of perpetual licenses in that quarter associated with the discontinuation of perpetual license sales as of January 1, 2019.

Gross Margin



(Dollar amounts in millions)	Three months ended
	December 28, 2019			December 29, 2018
Gross margin:
License gross margin	$	110.3		$	92.8
License gross margin percentage	89		%	88		%
Support and cloud services gross margin	152.0			156.7
Support and cloud services gross margin percentage	80		%	83		%
Professional services	6.4			7.9
Professional services gross margin percentage	15		%	19		%

Total gross margin	$	268.7		$	257.3
Total gross margin percentage	75		%	77		%

Non-GAAP gross margin ⁽¹⁾	$	278.5		$	267.4
Non-GAAP gross margin percentage	78		%	80		%

(1) Non-GAAP financial measures are reconciled to GAAP results under Non-GAAP Financial Measures below.

License gross margin increased for the first three months of 2020 compared to the first three months of 2019 as revenue increased due to the maturity of the subscription model, expenses decreased due to lower compensation costs related to lower headcount, offset by increasing royalty expenses.

Support and cloud services gross margin decreased for the first three months of 2020 compared to the first three months of 2019, primarily due to an increase in costs associated with our cloud services business.

Professional services gross margin decreased for the first three months of 2020 compared to the first three months of 2019, primarily due to an increase in compensation costs related to higher headcount.

Operating Expenses



(Dollar amounts in millions)	Three months ended
	December 28, 2019			December 29, 2018			Percent Change
Sales and marketing	$	107.6		$	104.2		3	%
% of Total Revenue	30		%	31		%
Research and development	65.3			60.8			7	%
% of Total Revenue	18		%	18		%
General and administrative	44.6			37.9			18	%
% of Total Revenue	13		%	11		%
Amortization of acquired intangible assets	6.8			5.9			14	%
% of Total Revenue	2		%	2		%
Restructuring and other charges, net	14.0			18.5			(24	)%
% of Total Revenue	4		%	6		%
Total operating expenses	$	238.3		$	227.3		5	%

Headcount increased 4% between December 29, 2018 and December 28, 2019.

Operating expenses in the first three months of 2020 compared to operating expenses in the first three months of 2019 increased primarily due to the following:


•	an increase in total sales and marketing costs primarily related to a $3.0 million increase in compensation, benefit costs and travel expenses due to an increase in headcount,


•	an increase in research and development costs primarily related to a $3.3 million increase in compensation, benefit costs and travel expenses due to higher salaries and stock compensation,


•	an increase in general and administrative expenses primarily driven by $7.1 million in acquisition-related charges recorded in the first three months of 2020 associated with the acquisition of Onshape compared to $0.4 million in the prior year period, and


•	an increase in intangible amortization related to the acquisition of Onshape,

partially offset by:

•

lower restructuring charges. We initiated a voluntary restructuring program in the quarter, which resulted in $13.6 million of charges in the first three months of 2020, compared to $16.3 million incurred in the first three months of 2019 related to a prior restructuring plan. We expect to incur an additional $16.0 million of restructuring charges in the remainder of fiscal 2020. The anticipated cost savings resulting from 2020 restructuring actions are expected to partially offset the expected 2020 operating run rate of the Onshape business.

Interest Expense



(in millions)	Three months ended
	December 28, 2019			December 29, 2018
Interest expense	$	(12.1	)	$	(10.3	)

Interest expense includes interest under our credit facility and senior notes. We had $1,128 million of total debt at December 28, 2019, compared to $783 million at December 29, 2018, which drove the increase in interest expense.

Other Income (Expense)



(in millions)	Three months ended
	December 28, 2019			December 29, 2018
Interest income	$	0.9		$	1.0
Other expense, net	(0.2		)	(0.3		)
Other income (expense), net	$	0.7		$	0.7

Income Taxes



(Dollar amounts in millions)	Three months ended
	December 28, 2019			December 29, 2018
Income before income taxes	$	19.0		$	20.4
Benefit from income taxes	$	(16.4	)	$	(0.6	)
Effective income tax rate	(86		)%	(3		)%

In the first three months of 2020 and 2019, our effective tax rate differed from the statutory federal income tax rate of 21% due to U.S. tax reform, our corporate structure in which our foreign taxes are at a net effective tax rate lower than the U.S. rate, the excess tax benefit related to stock-based compensation and the indirect effects of the adoption of ASC 606. Additionally, in the first three months of 2020 and 2019, we reduced the U.S. valuation allowance by $21.0 million and $1.8 million as the result of the Onshape and Frustum acquisitions, respectively. A significant amount of our foreign earnings is generated by our subsidiaries organized in Ireland. In 2020 and 2019, the foreign rate differential predominantly relates to these Irish earnings.

Operating Measures

ARR

ARR represents the annualized value of our portfolio of recurring customer arrangements as of the end of the reporting period, including subscription software, cloud, and support contracts.

We believe ARR is a valuable operating metric to measure the health of a subscription business because it captures expected subscription and support cash generation from customers, existing customer expansions, and includes the impact of total churn, which reflects churn, offset by the impact of any pricing increases.

Because this measure represents the annualized value of recurring customer contracts as of the end of a reporting period, ARR does not represent revenue for any particular period or remaining revenue that will be recognized in future periods.

Non-GAAP Financial Measures

Our non-GAAP financial measures and the reasons we use them and the reasons we exclude the items identified below are described in Management's Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the year ended September 30, 2019.

The non-GAAP financial measures presented in the discussion of our results of operations and the respective most directly comparable GAAP measures are:


•	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 or loss per share—GAAP diluted earnings or loss per share

The non-GAAP financial measures exclude, as applicable, fair value adjustments related to acquired deferred revenue and deferred costs, stock-based compensation expense, amortization of acquired intangible assets, acquisition-related and other transactional charges included in general and administrative expenses, restructuring and other charges, net, and income tax adjustments as defined in our Annual Report on Form 10-K for the fiscal year ended September 30, 2019.

Free cash flow is net cash provided by (used in) operating activities less capital expenditures; adjusted free cash flow is free cash flow excluding restructuring payments, certain acquisition-related payments and certain identified non-ordinary course payments. Free cash flow and adjusted free cash flow are not measures of cash available for discretionary expenditures. We provide information on “free cash flow” and “adjusted free cash flow” to enable investors to assess our ability to generate cash without incurring additional external financings and to evaluate our performance against our announced long-term goals.

The items excluded from these non-GAAP measures are normally included in the comparable measures calculated and presented in accordance with GAAP. Our management excludes these items when evaluating our ongoing performance and/or predicting our earnings trends, and therefore excludes them when presenting non-GAAP financial measures. Management uses non-GAAP financial measures in conjunction with our GAAP results, as should investors.

The items excluded from the non-GAAP financial measures often have a material impact on our financial results and such items often recur. Accordingly, the non-GAAP financial measures included in this Quarterly Report on Form 10-Q should be considered in addition to, and not as a substitute for or superior to, the comparable measures prepared in accordance with GAAP. The following tables reconcile each of these non-GAAP financial measures to its most closely comparable GAAP measure on our financial statements.



(in millions, except per share amounts)	Three months ended
	December 28, 2019			December 29, 2018
GAAP revenue	$	356.1		$	334.7
Fair value of acquired deferred revenue	—			0.3
Non-GAAP revenue	$	356.1		$	335.0

GAAP gross margin	$	268.7		$	257.3
Fair value of acquired deferred revenue	—			0.3
Fair value of acquired deferred costs	—			(0.1		)
Stock-based compensation	3.0			3.1
Amortization of acquired intangible assets included in cost of revenue	6.8			6.7
Non-GAAP gross margin	$	278.5		$	267.4

GAAP operating income	$	30.4		$	30.0
Fair value of acquired deferred revenue	—			0.3
Fair value of acquired deferred costs	—			(0.1		)
Stock-based compensation	27.9			29.4
Amortization of acquired intangible assets included in cost of revenue	6.8			6.7
Amortization of acquired intangible assets	6.8			5.9
Acquisition-related and other transactional charges included in general and administrative expenses	7.1			0.4
Restructuring and other charges, net	14.0			18.5
Non-GAAP operating income	$	93.1		$	91.2

GAAP net income	$	35.5		$	21.0
Fair value of acquired deferred revenue	—			0.3
Fair value of acquired deferred costs	—			(0.1		)
Stock-based compensation	27.9			29.4
Amortization of acquired intangible assets included in cost of revenue	6.8			6.7
Amortization of acquired intangible assets	6.8			5.9
Acquisition-related and other transactional charges included in general and administrative expenses	7.1			0.4
Restructuring and other charges, net	14.0			18.5
Income tax adjustments ⁽¹⁾	(32.0		)	(14.9		)
Non-GAAP net income	$	66.2		$	67.3

GAAP diluted earnings per share	$	0.31		$	0.18
Stock-based compensation	0.24			0.25
Amortization of acquired intangible assets	0.12			0.11
Acquisition-related and other transactional charges included in general and administrative expenses	0.06			—
Restructuring and other charges, net	0.12			0.16
Income tax adjustments ⁽¹⁾	(0.28		)	(0.12		)
Non-GAAP diluted earnings per share	$	0.57		$	0.56

(1)

Operating margin impact of non-GAAP adjustments:



	Three months ended
	December 28, 2019		December 29, 2018
GAAP operating margin	8.5	%	9.0	%
Fair value of acquired deferred revenue	—	%	0.1	%
Stock-based compensation	7.8	%	8.8	%
Amortization of acquired intangible assets	3.8	%	3.8	%
Acquisition-related and other transactional charges included in general and administrative expenses	2.0	%	0.1	%
Restructuring and other charges, net	3.9	%	5.6	%
Non-GAAP operating margin	26.1	%	27.2	%

Reconciliation from cash from operations to adjusted free cash flow:



(in millions, except per share amounts)	Three months ended
	December 28, 2019			December 29, 2018
Cash provided by operating activities	$	7.5		$	21.2
Capital expenditures	(4.7		)	(30.3		)
Free cash flow	2.8			(9.1		)
Restructuring payments ⁽¹⁾	3.3			8.3
Acquisition-related payments	6.4			—
Adjusted free cash flow	$	12.5		$	(0.8	)


(1)	Restructuring payments include lease payments associated with exited facilities.

Critical Accounting Policies and Estimates

The financial information included in Item 1 reflects no material changes in our critical accounting policies and estimates as set forth under the heading Critical Accounting Policies and Estimates in Part II, Item 7: Management’s Discussion and Analysis of Financial Condition and Results of Operations of our 2019 Annual Report on Form 10-K.

Recent Accounting Pronouncements

In accordance with recently issued accounting pronouncements, we will be required to comply with certain changes in accounting rules and regulations, some of which are expected to have a material impact on our consolidated financial statements. Refer to Note 1. Basis of Presentation to the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q for all recently issued accounting pronouncements, which is incorporated herein by reference.

Liquidity and Capital Resources



(in thousands)	December 28, 2019			December 29, 2018
Cash and cash equivalents	$	237,017		$	276,990
Restricted cash	902			1,143
Short- and long-term marketable securities	57,480			55,652
Total	$	295,399		$	333,785

(in thousands)	Three months ended
	December 28, 2019			December 29, 2018
Cash provided by operating activities	$	7,512		$	21,214
Cash used by investing activities	(473,419		)	(101,212		)
Cash provided by financing activities	431,146			94,997

Cash, cash equivalents and restricted cash

We invest our cash with highly rated financial institutions and in diversified domestic and international money market mutual funds. Cash and cash equivalents include highly liquid investments with original maturities of three months or less. In addition, we hold investments in marketable securities totaling approximately $57 million with an average maturity of 11 months. At December 28, 2019, cash and cash equivalents totaled $237 million, compared to $270 million at September 30, 2019.

A significant portion of our cash is generated and held outside the U.S. At December 28, 2019, we had cash and cash equivalents of $44 million in the U.S., $89 million in Europe, $83 million in Asia Pacific (including India), and $21 million in other non-U.S. countries. All the marketable securities are held in Europe. We have substantial cash requirements in the United States, but we believe that the combination of our existing U.S. cash and cash equivalents, marketable securities, our ability to repatriate cash to the U.S. more cost effectively with the recent U.S. tax law changes, future U.S. operating cash flows and cash available under our credit facility, will be sufficient to meet our ongoing U.S. operating expenses and known capital requirements.

Cash provided by operating activities

Cash provided by operating activities was $8 million in the first three months of 2020, compared to $21 million in the first three months of 2019. Cash from operations for the first three months of 2020 includes $3 million of restructuring payments and $6 million of acquisition-related payments compared to $8 million of restructuring payments in the prior year period. The decrease in cash from operations in the first three months of 2020 over the same period in 2019 is primarily due to lower accounts receivable collections, partially offset by lower accounts payable payments during the first three months of 2020.

Net income for the first three months of 2020 was $35 million compared to net income of $21 million for the first three months of 2019.

Cash used in investing activities

Cash used in investing activities reflects $468 million used for the Onshape acquisition in the first three months of 2020, compared to $70 million used for the Frustum acquisition in the first three months of 2019. Capital expenditures were down approximately $25 million for the first three months of 2020, compared to the first three months of 2019, which included construction of our new worldwide headquarters in the Boston Seaport District in 2019.

Cash used in financing activities

The net borrowings in the first three months of 2020 reflect borrowings of $455 million under our credit facility to fund the acquisition of Onshape, compared to net borrowings of $135 million in the first three months of 2019 for working capital requirements and Frustum acquisition.

We amended the credit facility in November 2019 to increase the borrowing capacity from $700 million to $1 billion (which may be increased up to an additional $500 million in the aggregate if the existing or additional lenders are willing to make such increased commitments).

Outstanding Debt

As of December 28, 2019, we had:



(in millions)	December 28, 2019
6.000% Senior notes due 2024	$	500.0
Credit facility revolver	628.1
Total debt	1,128.1
Unamortized debt issuance costs for the Senior notes	(3.8		)
Total debt, net of issuance costs	$	1,124.3

Undrawn under credit facility revolver	$	355.7
Undrawn under credit facility revolver available for borrowing	$	275.2

As of December 28, 2019, we were in compliance with all financial and operating covenants of the credit facility and the note indenture. Any failure to comply with such covenants under the credit facility would prevent us from being able to borrow additional funds under the credit facility, and, as with any

failure to comply with such covenants under the note indenture, could constitute a default that could cause all amounts outstanding to become due and payable immediately.

Our credit facility and our 6.00% Senior Notes due 2024 are described in Note 13. to the Condensed Consolidated Financial Statements of this Quarterly Report on Form 10-Q.

Future Expectations

We believe that existing cash and cash equivalents, together with cash generated from operations and amounts available under the credit facility, will be sufficient to meet our working capital and capital expenditure requirements (which capital expenditures we expect to be approximately $27 million in 2020) through at least the next twelve months and to meet our known long-term capital requirements.

Cash outflows related to our prior headquarters, which we exited in January 2019, could be higher than we expect if we are unable to sublease our prior headquarters as estimated. We currently estimate the undiscounted cash outflows related to the remaining term of the lease at our prior headquarters (through November 2022) to be approximately $30 million (reflecting rent obligations and operating expenses net of estimated sublease income of approximately $7 million). Additional expense could be incurred and net cash outflows could be higher if we do not generate the estimated sublease income. The $30 million and any additional amounts will be paid over the remaining term of the lease; we expect those amounts will not materially adversely affect our ability to fund our working capital and capital expenditure requirements over the period.

Further, our expected uses of cash could change, our cash position could be reduced, and we could incur additional debt obligations if we decide to retire debt, to engage in strategic transactions or repurchase shares, any of which could be commenced, suspended or completed at any time. Any such repurchases or retirement of debt will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. We also evaluate possible strategic transactions on an ongoing basis and at any given time may be engaged in discussions or negotiations with respect to possible strategic transactions. The amounts involved in any debt retirement, share repurchases, or strategic transactions may be material.


ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no significant changes in our market risk exposure as described in Item 7A: Quantitative and Qualitative Disclosures about Market Risk of our 2019 Annual Report on Form 10-K.


ITEM 4.	CONTROLS AND PROCEDURES

Evaluation of Effectiveness of Disclosure Controls and Procedures

Our management maintains disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is processed, recorded, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), as appropriate, to allow for timely decisions regarding required disclosure.

We evaluated, under the supervision and with the participation of management, including our principal executive and principal financial officers, the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 28, 2019.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting identified in management's evaluation pursuant to Rules 13a or 15(d) of the Exchange Act that occurred during the period ended December 28, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1A. RISK FACTORS

In addition to other information set forth in this report, you should carefully consider the risk factors described in Part I. Item 1A. Risk Factors in our 2019 Annual Report on Form 10-K, which could materially affect our business, financial condition or future results. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially and adversely affect our business, financial condition and/or operating results.

ITEM 6. EXHIBITS




2		Agreement and Plan of Merger dated as of October 23, 2019 by and among PTC Inc., Onshape, Inc., OPAL Acquisition Corporation and the Stockholder Representative named therein (filed as Exhibit 1.1 to our Current Report on Form 8-K filed on October 23, 2019 (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*		2016 Employee Stock Purchase Plan.

10.2*		Amended and Restated Executive Agreement dated as of December 23, 2019 by and between the Company and James Heppelmann.

10.3*		Form of Amended and Restated Executive Agreement between the Company and each of Kristian Talvitie, Kathleen Mitford and Aaron von Staats.

10.4		Amendment No. 1 dated November 13, 2019 to Second Amended and Restated Credit Agreement dated as of September 13, 2018 by and among PTC Inc., JP Morgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto (filed as Exhibit 10 to our Current Report on Form-8-K filed on November 3, 2019 (File No. 0-18059) and incorporated herein by reference).

31.1		Certification of the Chief Executive Officer Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a).

31.2		Certification of the Chief Financial Officer Pursuant to Exchange Act Rules 13a-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 Quarterly Report on Form 10-Q for the quarter ended December 28, 2019 ("Q1 Form 10-Q") formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of December 28, 2019 and September 30, 2019; (ii) Condensed Consolidated Statements of Operations for the three months ended December 28, 2019 and December 29, 2018; (iii) Condensed Consolidated Statements of Comprehensive Income for the three months ended December 28, 2019 and December 29, 2018; (iv) Condensed Consolidated Statements of Cash Flows for the three months ended December 28, 2019 and December 29, 2018; (v) Consolidated Statements of Stockholders’ Equity for the three months ended December 28, 2019 and December 29, 2018; and (vi) Notes to Condensed Consolidated Financial Statements.
104		The cover page of the Q1 Form 10-Q formatted in Inline XBRL (included in Exhibit 101).

_________________

* Indicates a management contract or arrangement in which an executive officer of PTC participates.


**	Indicates that the exhibit is being furnished, not filed, with this report.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



PTC Inc.

By:		/S/ KRISTIAN TALVITIE
		Kristian Talvitie Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Date: January 27, 2020

PTC INC. 2016 EMPLOYEE STOCK PURCHASE PLAN 1. Purpose. This 2016 Employee Stock Purchase Plan (the “Plan”) is adopted by PTC Inc. (the “Company”) to provide Eligible Employees who wish to become shareholders of the Company an opportunity to purchase shares of Common Stock, par value $.01 per share, of the Company (“Common Stock”). The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the provisions of the Plan shall be construed so as to extend and limit participation in a manner consistent with the requirements of Section 423; provided that, if and to the extent authorized by the Board, the fact that the Plan does not comply in all respects with the requirements of Section 423 shall not affect the operation of the Plan or the rights of Employees hereunder. 2. Certain Definitions. As used in this Plan: (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 Company or a Subsidiary in accordance with established payroll procedures. (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, would not, immediately after any right to acquire Shares in such Offering is granted, own stock or rights to purchase stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any subsidiary corporation, determined in accordance with Section 423. (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:

(i) If the Common Stock is listed on any established stock exchange, Fair Market Value shall be the closing sales price for such stock (or the closing bid, if no sales were reported) on such exchange (or, if more than one, the principal exchange) on the date of determination, as reported by such exchange; (ii) If the Common Stock is not listed on any established stock exchange but is traded over the counter, Fair Market Value shall be the mean of the closing bid and asked prices for the Common Stock on the date of determination as reported in The Wall Street Journal or such other source as the Committee deems reliable; or (iii) In the absence of an established market for the Common Stock, Fair Market Value shall be determined in good faith by the Committee. (h) “Offering” is an offering of Shares pursuant to Section 5 of the Plan. (i) “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. (j) “Participant” means an Eligible Employee who elects to participate in the Plan. (k) “Purchase Date” means each date on which the rights granted under the Plan may be exercised for the purchase of Shares. (l) “Option” means the right to purchase Shares pursuant to the Plan during each Offering. (m) “Section 423” and subdivisions thereof refer to Section 423 of the Code or any successor provision(s). (n) “Shares” means the shares of Common Stock issuable under the Plan. (o) “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. The Committee shall administer, interpret and apply all provisions of the Plan as it deems necessary or appropriate, subject, however, to the final jurisdiction of the Board of Directors. The Committee shall have full power and authority to promulgate any rules and regulations which it deems necessary for the proper administration of the Plan. The Board may in any instance perform any of the functions of the Committee hereunder. The Committee may delegate administrative responsibilities to the Coordinator, who shall, for matters involving the Plan, be an ex officio member of the Committee. Determinations made by the Committee and approved by the Board of Directors with respect to any provision of the Plan or matter arising in connection therewith shall be final, conclusive and binding upon the Company and upon all participants, their heirs or 2

legal representatives. The Company shall pay all expenses incurred in the administration of the Plan. No member of the Board or Committee shall be liable for any action or determination made in good faith with respect to 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. 3

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. 4

6. Exercise Price. The Exercise Price for each Option shall be eighty-five percent (85%) of the Fair Market Value of a Share on (a) the respective Offering Commencement Date or (b) the respective Purchase Date, whichever is lower; provided, however, that the Committee may change the Exercise Price with respect to any Offering. 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. 5

(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. The Committee may adopt “sub-plans” separate from this Plan for purposes of Section 423 which permit grants of Options to employees of the Company and its Subsidiaries which are not intended to satisfy the requirements of Section 423. Notwithstanding the foregoing, the Shares issued under any sub-plan will be aggregated with the Shares issued under this Plan, and such aggregate number of Shares shall be subject to the maximum number set forth in Section 4 hereof. The terms of each sub-plan may take precedence over other provisions of this document, with the exception of Sections 4, 13 and 15, but unless otherwise superseded by the terms of such sub-plan, the provisions of this Plan shall govern the operation of such sub-plan. 10. Tax Withholding. Each Participant shall pay to the Company or the applicable Subsidiary, or make provision satisfactory to the Committee for payment of, any taxes required by law to be withheld in respect of the purchase or disposition of Shares no later than the date of the event creating the tax liability. In the Committee’s discretion and subject to applicable law, such tax obligations may be paid in whole or in part by delivery of Shares to the Company, including Shares purchased under the Plan, valued at Fair Market Value on the date of delivery. The Company or the applicable Subsidiary may, to the extent permitted by law, deduct any such tax obligations from any payment of any kind otherwise due to the Participant or withhold Shares purchased hereunder, which shall be valued at Fair Market Value on the date of 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 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 re- assign any Employee from one position to another within the Company or any Subsidiary. 6

12. Options Not Transferable. Options granted under the Plan are not assignable or transferable by a Participant other than by will or the laws of descent and distribution and, during the Participant’s lifetime, are exercisable only by the Participant. The Company may treat any attempted inter vivos assignment as an election to withdraw from all pending Offerings. 13. Amendments to or Termination of the Plan. The Board shall have the right to amend, modify or terminate the Plan at any time without notice, subject to any stockholder approval that the Board determines to be necessary or advisable; provided that the rights of Participants hereunder with respect to any ongoing or completed Offering shall not be adversely affected. 14. Governing Law. Subject to overriding federal law, the Plan shall be governed by and interpreted consistently with the laws of the Commonwealth of Massachusetts. 15. Effective Date and Term. This Plan will become effective on February 1, 2016. This Plan will continue until the earlier to occur of (a) termination of this Plan by the Board or (b) issuance of all of the Shares reserved for issuance under the Plan. As amended through January 2, 2020. 7

AMENDED AND RESTATED EXECUTIVE AGREEMENT This Amended and Restated Executive Agreement dated December 23, 2019 is by and between PTC Inc., a Massachusetts corporation (the “Company”), and James Heppelmann (the “Executive”). WHEREAS, the Executive is the President and Chief Executive Officer of the Company; WHEREAS, the Company wishes to make the following arrangements with the Executive concerning certain payments and benefits to be provided to the Executive if the Executive’s employment with the Company is terminated without cause or if certain other events specified herein occur; NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Definitions. For the purposes of this Agreement: (a) “Board” means the Company’s board of directors. (b) “Code” means the U.S. Internal Revenue Code of 1986, as amended. (c) “Cause” means (i) the Executive’s willful and continued failure to substantially perform his duties to the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness), provided that the Company has delivered a written demand for performance to the Executive specifically identifying the manner in which the Company believes that the Executive has not substantially performed his duties and the Executive does not cure such failure within thirty (30) days after such demand; (ii) willful conduct by the Executive which is demonstrably and materially injurious to the Company; (iii) the Executive’s conviction of, or pleading of guilty or nolo contendere to, a felony; (iv) the Executive’s entry in his personal capacity into a consent decree relating to the business of the Company with any government body; or (v) the Executive’s willful violation of any material provision of his Non-Disclosure, Non- Competition and Invention Agreement with the Company; provided that, if such violation can be cured, the Executive has not, within thirty (30) days after written demand by the Company, cured such violation. For purposes of this definition, no act or failure to act on the Executive’s part shall be deemed “willful” unless done or omitted to be done by the Executive not in good faith and without reasonable belief that his action or omission was in the best interests of the Company. (d) “Change in Control” means the occurrence of any of the following events: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock in the Company) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities (other than as a result of acquisitions of such securities from the Company); (ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person

becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be, for purposes of this Agreement, considered to be a member of the Incumbent Board; (iii) the consummation of a merger, share exchange or consolidation of the Company or any subsidiary of the Company with any other entity (each a “Business Combination”), other than (A) a Business Combination that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) beneficial ownership, directly or indirectly, of a majority of the combined voting power of the Company or the surviving entity (including any person that, as a result of such transaction, owns all or substantially all of the Company’s assets either directly or through one or more subsidiaries) outstanding immediately after such Business Combination or (B) a merger, share exchange or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or (iv) the stockholders of the Company approve (A) a plan of complete liquidation of the Company; or (B) an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets but excluding a sale or spin-off of a product line, business unit or line of business of the Company if the remaining business is significant as determined by the Company’s board of directors in its sole discretion. (e) “Change in Control Termination” means any of the following terminations of the Executive’s employment: (i) termination of the Executive’s employment by the Company during the period from the date of a Change in Control through the second anniversary thereof, other than for Cause or as a result of the Executive’s Disability; (ii) resignation by the Executive for Good Reason during the period from the date of a Change in Control through the second anniversary thereof; or (iii) termination of the Executive’s employment by the Company within one hundred eighty (180) days prior to a Change in Control, other than for Cause or as a result of the Executive’s Disability, if it is reasonably demonstrated by the Executive that such termination of employment (A) was at the request of a third party that has taken steps reasonably calculated to effect the Change in Control or (B) was otherwise related to or in anticipation of the Change in Control. A Change in Control Termination under this Section 1(e)(iii) shall be deemed to have occurred when the Change in Control occurs. (f) “Disability” means such physical or mental incapacity as to make the Executive unable to perform the essential functions of his employment duties for a period of at least sixty (60) consecutive days with or without reasonable accommodation. If any question shall arise as to whether during any period the Executive is so disabled as to be unable to perform the essential functions of his employment duties with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. (g) “Equity Award” means any stock option, stock appreciation right, restricted stock unit, restricted stock or other equity award issued under any Stock Plan, but excludes any Target Annual Incentive Bonus that may be payable in the form of equity. 2

(h) “Good Reason” means the occurrence, without the Executive’s consent and without Cause, of any of the following events after or in connection with a Change in Control (provided that the Executive shall have given the Company written notice describing such event within ninety (90) days of its initial existence and the matter shall not have been fully remedied by the Company within thirty (30) days after receipt of such notice): (i) any reduction of the Executive’s annual base salary or target bonus from the respective amount (x) in effect at the date of the Change in Control or (y) otherwise required by this Agreement; provided that any such reduction (not exceeding fifteen percent (15%) of either (A) such base salary or (B) the sum of such base salary and such target bonus) that is consistent with similar actions taken with respect to the base salaries and/or target bonuses of the other senior executives of the Company shall not constitute Good Reason; (ii) any material reduction in the aggregate benefits for which the Executive is eligible under the Company’s benefit plans, including medical, dental, vision, basic life insurance, retirement, paid time off, long- term disability and short-term disability plans; provided that any such reduction or other action that is consistent with similar actions taken with respect to comparable benefits of the Company employees generally shall not constitute Good Reason; (iii) the failure to (A) install the Executive in the position of Chief Executive Officer of the Company on the Commencement Date or (B) maintain the Executive in the position of Chief Executive Officer of the Company from and after the Commencement Date; (iv) a material diminution of the Executive’s authority or responsibilities; provided that no diminution of authority or responsibilities resulting from a sale or spin-off of a product line, business unit or line of business of the Company that does not constitute a Change in Control under Section 1(d)(iv) shall constitute Good Reason; (v) any breach by the Company of its material obligations under this Agreement; (vi) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or (vii) any requirement that the Executive relocate to a primary work site that would increase the Executive’s one-way commute distance by more than fifty (50) miles from the Executive’s then principal residence. (i) “Stock Plan” means any stock option or equity compensation plan of the Company in effect at any time, including without limitation the 2000 Equity Incentive Plan. (j) “Target Annual Incentive Bonus” means an Annual Incentive Bonus (stated as a cash amount even if it may be payable in the form of equity) payable under a Corporate Incentive Plan of the Company for achievement of performance measure(s) at the Target Level. “Corporate Incentive Plan” means any incentive program of the Company in effect at the respective time to the extent it provides for compensation upon achievement of one or more performance measures with a performance period of one year or less and service-based vesting with a vesting term of less than fifteen (15) months (“Annual Incentive Bonus”). “Target Level” means the level at which 100% of a Target Annual Incentive Bonus becomes payable. Any upside bonus or other amounts that may be earned for achievement of performance measures beyond the Target Level under the Corporate Incentive Plan and any discretionary or other bonus are not considered part of the Target Annual Incentive Bonus. “Bonus Equity” means any Equity Award granted to the Executive under the Corporate Incentive Plan that may be earned upon achievement of one or more performance measures. 2. Termination of Employment without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to his Disability, the Executive shall be entitled to the following: (a) payment of his annual base salary, paid bi-weekly, for a two-year period commencing on the termination date, such salary to be paid at a rate equal, on an annualized basis, to the highest annual base salary in effect with respect to the Executive during the six-month period immediately preceding the termination date; 3

(b) an aggregate amount equal to two times the average of the Annual Incentive Bonus, if any, paid to the Executive for the two fiscal years immediately preceding the fiscal year in which the termination occurs, paid in equal bi-weekly installments for a two-year period commencing on the termination date, the first payment of which shall (x) be made within forty-five (45) days following the termination date and (y) include all amounts then due under this clause (b) that have not yet been paid; and (c) continued participation in the Company’s medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of two years following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following his termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his eligibility under such plan. 3. Change in Control. (a) Equity Awards. Effective upon a Change in Control that occurs during the Executive’s employment, and except as provided in any Equity Award documentation that explicitly or implicitly excludes such Equity Award from the effects of this Section 3, the following shall occur: (i) any performance measure(s) applicable to any outstanding Equity Award held by the Executive shall be deemed to have been met at the Target Level (which deemed performance will not affect any service-based vesting schedule for such Equity Award); and; (ii) each outstanding Equity Award held by the Executive shall be deemed amended automatically to provide that, notwithstanding any provision of any Stock Plan, such Equity Award may not be terminated or forfeited without the Executive’s written consent (provided that this shall not prevent termination of (A) any unvested portion thereof that is terminated or forfeited upon termination of the Executive’s employment as provided in the respective Stock Plan or in any agreement or certificate executed in connection with such Equity Award, (B) a stock option the termination of which is covered by Section 8(i) of the Company’s 2000 Equity Incentive Plan, or (C) an Equity Award upon payment of a cash payment with a Fair Market Value (as defined in the applicable Stock Plan) equal to the amount that would have been received upon the exercise or payment of the Equity Award had the Equity Award been exercised or paid upon the Change in Control). The foregoing notwithstanding, this Section 3(a) shall not apply to any Bonus Equity held by the Executive, which shall be treated as provided in Section 3(b)(ii). (b) Annual Incentive Bonus. Effective upon (x) a Change in Control that occurs during the Executive’s employment or (y) a Change in Control Termination under Section 1(e)(iii): (i) the Executive shall be entitled to payment of a pro-rata portion of the Target Annual Incentive Bonus, if any, for which the Executive is eligible for the fiscal year in which the Change in Control occurs, based on the percentage of the performance period completed through the date of the Change in Control, for the purposes of which any performance measure(s) applicable to such Target Annual Incentive Bonus shall be deemed to have been met at the Target Level, which payment shall be made in one lump sum within forty-five (45) days of the date of the Change in Control; provided, however, that this Section 3(b)(i) shall not apply if the Executive holds Bonus Equity for the applicable fiscal year performance period and Section 3(b)(ii) shall apply instead; or (ii) a pro-rata portion of any Bonus Equity held by the Executive, having performance measures applicable to the fiscal year, or any portion thereof, in which the Change in Control occurs, that could be earned at the Target Level, based on the percentage of the applicable fiscal year or applicable portion completed through the date of the Change in Control, shall thereupon be vested and subject to no further 4

restrictions, exercisable or distributable, as the case may be, and the portion not so vested shall thereupon automatically be cancelled and forfeited to the Company. (c) Change in Control Termination Benefits. (i) Equity Awards. Effective upon a Change in Control Termination: (A) all outstanding Equity Awards held by the Executive (other than any Bonus Equity) shall immediately become vested and exercisable or distributable in full; and (B) all restrictions applicable to restricted stock issued under any Stock Plan and held by the Executive (other than any Bonus Equity) shall immediately lapse; and (C) each outstanding stock option issued by the Company and held by the Executive shall remain exercisable, following the termination of the Executive’s employment, until the close of business on the earlier of (x) the end of the original maximum term of such option, or (y) two years following the date of termination of the Executive’s employment. (ii) Make-Up Payment. Effective upon a Change in Control Termination under Section 1(e)(iii), the Company shall pay the Executive in a lump sum the amount equal to the sum of: (x) the excess, if any, of (A) the product of (1) the number of additional shares of the Company’s Common Stock that were subject to Equity Awards that would have become vested and exercisable and/or as to which the restrictions would have lapsed, in each case solely as a result of Section 3(c)(i), and for which the Executive would have been entitled to receive consideration in the Change in Control (on the same basis as other holders of Common Stock), had the Executive remained employed on the date of the Change in Control and was deemed to have exercised all the stock options that would then have become exercisable under Section 3(c)(i)(A) times (2) the amount per share of the Company’s Common Stock (if any) received by the Company’s stockholders generally pursuant to the Change in Control (the “Shareholder Price”) over (B) the aggregate exercise price of all such additional stock options that the Executive would then have become able to exercise upon the Change in Control as a result of Section 3(c)(i)(A) (whereupon all such Equity Awards shall terminate and shall no longer be exercisable); and (y) the excess, if any, of (A) the product of (1) the number of shares of the Company’s Common Stock that the Executive (a) held on the date of termination of his employment or acquired upon exercise of stock options held on such date and (b) sold before the consummation of the Change in Control (the “Pre-Sold Shares”) times (2) the Shareholder Price over (B) the aggregate amount received by the Executive in the sale(s) of the Pre-Sold Shares. The Company shall pay this lump sum payment within forty-five (45) days following the Executive’s termination date. (iii) Salary, Annual Incentive Bonus and Benefits. Effective upon a Change in Control Termination, the Executive shall be entitled to the following: (A) a lump sum payment in an amount equal to three times his annual base salary plus his Target Annual Incentive Bonus, such base salary to be the highest annual base salary in effect with respect to the Executive during the six-month period immediately preceding the Executive’s termination and such Target Annual Incentive Bonus to be the highest Target Annual Incentive Bonus in effect with respect to the Executive for (1) the fiscal year in which the Change in Control occurs, (2) the fiscal year following the year in which the Change in Control occurs, or (3) the fiscal year in which the Change in Control Termination occurs, whichever is highest, payable within forty-five (45) days after the termination date; and (B) continued participation in the Benefit Plans, subject to the terms and conditions of the respective plans and applicable law, for a period of two years following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the 5

Executive’s participation following his termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for him to purchase equivalent benefits, such amount to be paid quarterly in advance; provided, further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of his eligibility under such plan. (iv) Payments and benefits under this Section 3(c) shall be in lieu and without duplication of any amounts or benefits under Section 2, and the Executive shall be entitled to any such payments and benefits for no more than two years even if both such sections apply. If, in the event of a Change in Control Termination under Section 1(e)(iii), the Executive becomes entitled to payments under this Section 3(c) after he has begun to receive payments under Section 2, he shall be entitled to a make-up payment to ensure that he receives the higher amount payable hereunder, with such make-up payment being made within forty-five (45) days following the Change in Control Termination. (d) Deemed Amendment of Equity Awards. The Company and the Executive hereby agree that the agreements evidencing any (i) Equity Awards to the Executive are hereby and will be deemed amended to give effect to the provisions of Sections 3 and 4 of this Agreement, and (ii) Bonus Equity are hereby and will be deemed amended to give effect to the provisions of Section 3(b)(ii) of this Agreement. 4. Death or Disability. Effective upon a termination of the Executive’s employment due to Executive’s death or by the Company due to the Executive’s Disability, except as provided in any Equity Award documentation that explicitly or implicitly excludes such Equity Award from the effects of this section, all performance measure(s) applicable to any Equity Awards held by the Executive shall be deemed to have been met at the Target Level and all Equity Awards held by the Executive shall immediately become vested, unrestricted and exercisable or distributable at the Target Level; provided that this Section 4 shall not apply to any Bonus Equity. 5. Taxes. (a) Withholding. All payments to be made to the Executive under this Agreement will be subject to any required withholding of federal, state and local income and employment taxes. In addition, the Company may withhold from any payments hereunder any amounts attributable to withholding taxes applicable to the vesting of or lapse of restrictions on restricted stock or restricted stock units held by the Executive or the exercise of any nonqualified stock options held by the Executive, including, in its discretion withholding from any shares deliverable to the Executive such number of shares as the Company determines is necessary to satisfy such tax obligations, valued at their fair market value (determined pursuant to the respective Company equity compensation plan) as of the date of such vesting or lapse of restrictions. (b) Limitations on Payments. (i) In the event that any such Payments (x) constitute “parachute payments” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the Excise Tax, such Payments shall be either (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(c)(i) shall be made in writing in good faith by the Accountants in good faith consultation with the Executive. 6

(ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in his sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of his election within ten (10) days of his receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the determinations and calculations required by this Section 6(b), the Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the meaning of Section 280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (a “Noncompete Covenant”), and the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount of compensation and benefits payable under this Agreement reasonably allocable thereto so as to avoid, to the extent possible, subjecting any Payments to tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the “Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken. 6. Certain Payments to Specified Employees. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s separation from service with the Company (in connection with a Change in Control Termination or otherwise), no payment or benefit payable or provided to the Executive pursuant to this Agreement that constitutes an item of deferred compensation under Code Section 409A and becomes payable by reason of the Executive’s termination of employment with the Company will be paid or provided to the Executive prior to the earlier of (i) the expiration of the six (6) month period following the date of the Executive’s “separation from service” (as such term is defined by Code Section 409A and the regulations promulgated thereunder), or (ii) the date of the Executive’s death, but only to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). 7

The payments and benefits to which the Executive would otherwise be entitled during the first six (6) months following his separation from service shall be accumulated and paid or provided, as applicable, in a lump sum, on the date that is six (6) months and one day following the Executive’s separation from service (or if such date does not fall on a business day of the Company, the next following business day) and any remaining payments or benefits will be paid in accordance with the normal payment dates specified for them herein. 7. Term. Unless the Executive’s employment is earlier terminated, this Agreement shall continue in effect until 11:59 p.m. on September 30, 2020 and shall automatically renew thereafter on an annual basis for additional twelve- month terms unless either party provides written notice to the other party of non-renewal at least ninety (90) days prior to the expiration of the then current term. If a Change in Control occurs on or after the Commencement Date while this Agreement is in effect, the term of this Agreement shall automatically be extended to the second anniversary of the Change in Control. Upon the termination of this Agreement, the respective rights and obligations of the parties shall survive to the extent necessary to carry out the intentions of the parties as embodied herein. 8. Successors and Assigns. (a) This Agreement is personal to the Executive and is not assignable by the Executive, other than by will or the laws of descent and distribution, without the prior written consent of the Company. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor or acquirer (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to or acquirer of its business and/or assets that assumes and agrees to perform this Agreement. 9. No Duty to Mitigate. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as contemplated by Sections 3(b) and 4(c)(iii)(B) hereof, any benefits payable to the Executive hereunder shall not be subject to reduction for any compensation received from other employment. 10. Conditions to Payment of Severance. Notwithstanding any other provision of this Agreement, the Executive’s entitlement to receive any of the payments and other benefits contemplated by Sections 2, 3 or 4 (with respect to Disability) hereof shall be contingent upon: (a) execution by the Executive within forty-five (45) days of the termination of a general release in substantially the form of Appendix B hereto (the “Release”), which has not subsequently been revoked, and the Executive hereby acknowledges and agrees that the Company’s entering into this Agreement and agreement to make such payments are and shall be good and sufficient consideration for such Release; and (b) the Executive’s continued compliance with the material terms of this Agreement, as applicable, and those of his Non-Disclosure, Non-Competition and Invention Agreement with the Company. 11. Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, except any such laws that would render such choice of law ineffective. (b) Compliance with Section 409A. This Agreement is intended, to the extent applicable, to constitute good faith compliance with the requirements of Section 409A of the Code. The Company and the 8

Executive agree that they shall cooperate in good faith to amend any provision hereof to the extent required to maintain compliance with the provisions of Section 409A of the Code as they may be modified hereafter (including by subsequent regulations or other guidance of the Internal Revenue Service). (c) Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (d) Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. (e) Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto regarding the compensation and benefits payable to the Executive in the respective circumstances described herein, superseding all prior understandings and agreements, whether oral or written. (f) Expenses. The Company agrees to pay as incurred and within twenty (20) days after submission of supporting documentation, to the full extent permitted by law, all legal fees and expenses the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) with respect to which the Executive is successful on the merits, plus, in each case, interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. The Company’s payment of any eligible expenses must be made no later than December 31 of the year after the year in which the expense was incurred. (g) Notices. All notices and other communications hereunder shall be in writing and shall be delivered by hand delivery, by a reputable overnight courier service, or by registered or certified mail, return receipt requested, postage prepaid. Notice to the Executive shall be addressed to the Executive at his last address contained in the records of the Company, and notice to the Company shall be addressed to: PTC Inc. 121 Seaport Boulevard Boston, MA 02210 Attention: General Counsel Notice shall be addressed to such other address as either party shall have furnished to the other in writing in accordance herewith. Any notice or communication shall be deemed to be delivered upon the date of hand delivery, one day following delivery to an overnight courier service, or three days following mailing by registered or certified mail. (h) Resignation as a Director. In the event Executive’s employment by the Company terminates for any reason, including termination by the Company or by reason of Executive’s disability or resignation, if Executive is then a member of the Board of Directors of the Company, Executive shall irrevocably tender such Executive’s resignation from the Board of Directors effective as of the date of the notice of such termination or resignation, which resignation the Board may accept or reject as it may determine in its sole discretion. This Section 11(h) is a material term of this Agreement. EXECUTED as of the date first written above. PTC INC. JAMES HEPPELMANN By: /s/Doug Nufer /s/Jim Heppelmann Douglas Nufer President and Chief Executive Officer Interim Chief Human Resources Officer 9

AMENDED AND RESTATED EXECUTIVE AGREEMENT This Amended and Restated Executive Agreement (“Agreement”) dated as of [Date] is by and between PTC Inc., a Massachusetts corporation (the “Company”), and [Executive] (the “Executive”). WHEREAS, the Executive is the Executive Vice President, [Title]; and WHEREAS, the Company wishes to make the following arrangements with the Executive concerning certain payments and benefits to be provided to the Executive if the Executive’s employment with the Company is terminated without Cause or if certain other events specified herein occur; NOW, THEREFORE, the Company and the Executive hereby agree as follows: 1. Definitions. For the purposes of this Agreement: (a) “Board” means the Company’s board of directors. (b) “Code” means the U.S. Internal Revenue Code of 1986, as amended. (c) “Cause” means (i) the Executive’s willful and continued failure to substantially perform the Executive’s duties to the Company (other than any such failure resulting from the Employee’s incapacity due to physical or mental illness), provided that the Company has delivered a written demand for performance to the Executive specifically identifying the manner in which the Company believes that the Executive has not substantially performed the Executive’s duties and the Executive does not cure such failure within thirty (30) days after such demand; (ii) willful conduct by the Executive which is demonstrably and materially injurious to the Company; (iii) the Executive’s conviction of, or pleading of guilty or nolo contendere to, a felony; (iv) the Executive’s entry in the Executive’s personal capacity into a consent decree relating to the business of the Company with any government body; or (v) the Executive’s willful violation of any material provision of the Executive’s Non- Disclosure, Non-Competition and Invention Agreement with the Company; provided that, if such violation can be cured, the Executive has not, within thirty (30) days after written demand by the Company, cured such violation. For purposes of this definition, no act or failure to act on the Executive’s part shall be deemed “willful” unless done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interests of the Company. (d) “Change in Control” means the occurrence of any of the following events: (i) any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock in the Company) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities (other than as a result of acquisitions of such securities from the Company);

(ii) individuals who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board (other than an election or nomination of an individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company) shall be, for purposes of this Agreement, considered to be a member of the Incumbent Board; (iii) the consummation of a merger, share exchange or consolidation of the Company or any subsidiary of the Company with any other entity (each a “Business Combination”), other than (A) a Business Combination that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of another entity) beneficial ownership, directly or indirectly, of a majority of the combined voting power of the Company or the surviving entity (including any person that, as a result of such transaction, owns all or substantially all of the Company’s assets either directly or through one or more subsidiaries) outstanding immediately after such Business Combination or (B) a merger, share exchange or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no “person” (as defined above) is or becomes the beneficial owner of fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities; or (iv) the stockholders of the Company approve (A) a plan of complete liquidation of the Company; or (B) an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets but excluding a sale or spin-off of a product line, business unit or line of business of the Company if the remaining business is significant as determined by the Company’s board of directors in its sole discretion. (e) “Change in Control Termination” means any of the following terminations of the Executive’s employment: (i) termination of the Executive’s employment by the Company during the period from the date of a Change in Control through the second anniversary thereof, other than for Cause or as a result of the Executive’s Disability; (ii) resignation by the Executive for Good Reason during the period from the date of a Change in Control through the second anniversary thereof; or (iii) termination of the Executive’s employment by the Company within one hundred eighty (180) days prior to a Change in Control, other than for Cause or as a result of the Executive’s Disability, if it is reasonably demonstrated by the Executive that such termination of employment (A) was at the request of a third party that has taken steps reasonably calculated to effect the Change in Control or (B) was otherwise related to or in anticipation of the Change in Control. A Change in Control Termination under this Section 1(e)(iii) shall be deemed to have occurred when the Change in Control occurs. (f) “Disability” means such physical or mental incapacity as to make the Executive unable to perform the essential functions of the Executive’s employment duties for a period of at least sixty (60) consecutive days with or without reasonable accommodation. If any question shall arise as to whether during any period the Executive is so disabled as to be unable to perform the essential functions of the Executive’s employment duties with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of such issue shall be binding on the Executive. (g) “Equity Award” means any stock option, stock appreciation right, restricted stock unit, restricted stock or other equity award issued under any Stock Plan, but excludes any Target Annual Incentive Bonus that may be payable in the form of equity. 2

(h) “Good Reason” means the occurrence, without the Executive’s consent and without Cause, of any of the following events after or in connection with a Change in Control (provided that the Executive shall have given the Company written notice describing such event within ninety (90) days of its initial existence and the matter shall not have been fully remedied by the Company within thirty (30) days after receipt of such notice): (i) any reduction of the Executive’s annual base salary or target bonus as in effect at the date of the Change in Control; provided that any such reduction (not exceeding fifteen percent (15%) of either (A) such base salary or (B) the sum of such base salary and such target bonus) that is consistent with similar actions taken with respect to the base salaries and/or target bonuses of the other senior executives of the Company shall not constitute Good Reason; (ii) any material reduction in the aggregate benefits for which the Executive is eligible under the Company’s benefit plans, including medical, dental, vision, basic life insurance, retirement, paid time off, long- term disability and short-term disability plans; provided that any such reduction or other action that is consistent with similar actions taken with respect to comparable benefits of the Company employees generally shall not constitute Good Reason; (iii) a material diminution in the substantive responsibilities or the scope of the Executive’s position, taking into consideration, without limitation, the dollar amount of the budget and the number of employees for which the Executive has responsibility (and a reduction of more than ten percent (10%) in such dollar amount or such number from that which was applicable at the date of the Change in Control shall be deemed a “material diminution” unless it is comparable to similar reductions then applicable to the Company’s executive officers generally); (iv) any breach by the Company of its material obligations under this Agreement; (v) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company; or (vi) any requirement that the Executive relocate to a primary work site that would increase the Executive’s one-way commute distance by more than fifty (50) miles from the Executive’s then principal residence. (i) “Stock Plan” means any stock option or equity compensation plan of the Company in effect at any time, including without limitation the 2000 Equity Incentive Plan. (j) “Target Annual Incentive Bonus” means an Annual Incentive Bonus (stated as a cash amount even if it may be payable in the form of equity) payable under a Corporate Incentive Plan of the Company for achievement of performance measure(s) at the Target Level. “Corporate Incentive Plan” means any incentive program of the Company in effect at the respective time to the extent it provides for compensation upon achievement of one or more performance measures with a performance period of one year or less and service-based vesting with a vesting term of less than fifteen (15) months (“Annual Incentive Bonus”). “Target Level” means the level at which 100% of a Target Annual Incentive Bonus becomes payable. Any upside bonus or other amounts that may be earned for achievement of performance measures beyond the Target Level under the Corporate Incentive Plan and any discretionary or other bonus are not considered part of the Target Annual Incentive Bonus. “Bonus Equity” means any Equity Award granted to the Executive under the Corporate Incentive Plan that may be earned upon achievement of one or more performance measures. 2. Termination of Employment without Cause. If the Company terminates the Executive’s employment without Cause, other than a termination constituting a Change in Control Termination or a termination due to the Executive’s Disability, the Executive shall be entitled to the following: 3

(a) a lump sum payment in an amount equal to one times the highest annual base salary in effect with respect to the Executive during the six-month period immediately preceding the termination date, payable within forty-five (45) days after the termination date; (b) a lump sum payment in an amount equal to one times the Target Annual Incentive Bonus, if any, for which the Executive is eligible for the fiscal year in which the termination date occurs, payable within forty-five (45) days after the termination date; and (c) continued participation in the Company’s medical, dental, vision and basic life insurance benefit plans (the “Benefit Plans”), subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following the Executive’s termination or any such plan is terminated, the Company shall pay the Executive an amount which is sufficient for the Executive to purchase equivalent benefits, such amount to be paid quarterly in advance; provided further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of the Executive’s eligibility under such plan. 3. Change in Control. (a) Equity Awards. Effective upon a Change in Control that occurs during the Executive’s employment, and except as provided in any Equity Award documentation that explicitly or implicitly excludes such Equity Award from the effects of this Section 3, the following shall occur: (i) any performance measure(s) applicable to any outstanding Equity Award held by the Executive shall be deemed to have been met at the Target Level (which deemed performance will not affect any service-based vesting schedule for such Equity Award); and (ii) each outstanding Equity Award held by the Executive shall be deemed amended automatically to provide that, notwithstanding any provision of any Stock Plan, such Equity Award may not be terminated or forfeited without the Executive’s written consent (provided that this shall not prevent termination of (A) any unvested portion thereof that is terminated or forfeited upon termination of the Executive’s employment as provided in the respective Stock Plan or in any agreement or certificate executed in connection with such Equity Award, (B) a stock option the termination of which is covered by Section 8(i) of the Company’s 2000 Equity Incentive Plan, or (C) an Equity Award upon payment of a cash payment with a Fair Market Value (as defined in the applicable Stock Plan) equal to the amount that would have been received upon the exercise or payment of the Equity Award had the Equity Award been exercised or paid upon the Change in Control). The foregoing notwithstanding, this Section 3(a) shall not apply to any Bonus Equity held by the Executive, which shall be treated as provided in Section 3(b)(ii). (b) Annual Incentive Bonus. Effective upon (x) a Change in Control that occurs during the Executive’s employment or (y) a Change in Control Termination under Section 1(e)(iii): (i) the Executive shall be entitled to payment of a pro-rata portion of the Target Annual Incentive Bonus, if any, for which the Executive is eligible for the fiscal year in which the Change in Control occurs, based on the percentage of the performance period completed through the date of the Change in Control, for the purposes of which any performance measure(s) applicable to such Target Annual Incentive Bonus shall be deemed to have been met at the Target Level, which payment shall be made in one lump sum within forty-five (45) days of the date of the Change in Control; provided, however, that this Section 3(b)(i) shall not apply if the Executive holds Bonus Equity for the applicable fiscal year performance period and Section 3(b)(ii) shall apply instead; or (ii) a pro-rata portion of any Bonus Equity held by the Executive, having performance measures applicable to the fiscal year, or any portion thereof, in which the Change in Control occurs, that could be earned at the Target Level, based on the percentage of the applicable fiscal year or applicable portion completed through the date of the Change in Control, shall thereupon be vested and subject to no further restrictions, 4

exercisable or distributable, as the case may be, and the portion not so vested shall thereupon automatically be cancelled and forfeited to the Company. (c) Change in Control Termination Benefits. (i) Equity Awards. Effective upon a Change in Control Termination, the following shall occur: (A) all outstanding Equity Awards held by the Executive (other than any Bonus Equity) shall immediately become vested and exercisable or distributable in full; and (B) all restrictions applicable to restricted stock issued under any Stock Plan and held by the Executive (other than any Bonus Equity) shall immediately lapse. (ii) Make-Up Payment. Effective upon a Change in Control Termination under Section 1(e)(iii), the Company shall pay the Executive in a lump sum the amount equal to the sum of: (x) the excess, if any, of (A) the product of (1) the number of additional shares of the Company’s Common Stock that were subject to Equity Awards that would have become vested and exercisable and/or as to which the restrictions would have lapsed, in each case solely as a result of Section 3(c)(i), and for which the Executive would have been entitled to receive consideration in the Change in Control (on the same basis as other holders of Common Stock), had the Executive remained employed on the date of the Change in Control and was deemed to have exercised all the stock options that would then have become exercisable under Section 3(c)(i)(A) times (2) the amount per share of the Company’s Common Stock (if any) received by the Company’s stockholders generally pursuant to the Change in Control (the “Shareholder Price”) over (B) the aggregate exercise price of all such additional stock options that the Executive would then have become able to exercise upon the Change in Control as a result of Section 3(c)(i)(A) (whereupon all such Equity Awards shall terminate and shall no longer be exercisable); and (y) the excess, if any, of (A) the product of (1) the number of shares of the Company’s Common Stock that the Executive (a) held on the date of termination of the Executive’s employment or acquired upon exercise of stock options held on such date and (b) sold before the consummation of the Change in Control (the “Pre-Sold Shares”) times (2) the Shareholder Price over (B) the aggregate amount received by the Executive in the sale(s) of the Pre-Sold Shares. The Company shall pay this lump sum payment within forty-five (45) days following the Executive’s termination date. (iii) Salary, Annual Incentive Bonus and Benefits. Effective upon a Change in Control Termination, the Executive shall be entitled to the following: (A) a lump sum payment in an amount equal to one times the Executive’s base salary plus the Executive’s Target Annual Incentive Bonus, such base salary to be the highest annual base salary in effect with respect to the Executive during the six-month period immediately preceding the Executive’s termination and such Target Annual Incentive Bonus to be the highest Target Annual Incentive Bonus in effect with respect to the Executive for (1) the fiscal year in which the Change in Control occurs, (2) the fiscal year following the year in which the Change in Control occurs, or (3) the fiscal year in which the Change in Control Termination occurs, whichever is highest, payable within forty-five (45) days after the termination date; and (B) continued participation in the Benefit Plans, subject to the terms and conditions of the respective plans and applicable law, for a period of one year following the termination date; provided that, to the extent that any of the Benefit Plans does not permit such continuation of the Executive’s participation following the Executive’s termination or any such plan is terminated, the Company shall pay the Executive an amount which is 5

sufficient for the Executive to purchase equivalent benefits, such amount to be paid quarterly in advance; provided, further, however, that to the extent the Executive becomes eligible to receive medical, dental, vision and/or basic life insurance benefits under a plan provided by another employer, the Executive’s entitlement to participate in the corresponding Benefit Plans or to receive such corresponding alternate payments shall cease as of the date the Executive is eligible to participate in such other plan, and the Executive shall promptly notify the Company of the Executive’s eligibility under such plan. (iv) No Duplication. Payments and benefits under this Section 3(c) shall be in lieu and without duplication of any amounts or benefits under Section 2, and the Executive shall be entitled to any such payments and benefits for no more than one year even if both such sections apply. If, in the event of a Change in Control Termination under Section 1(e)(iii), the Executive becomes entitled to payments under this Section 3(c) after the Executive has begun to receive payments under Section 2, the Executive shall be entitled to a make-up payment to ensure that the Executive receives the higher amount payable hereunder, with such make-up payment being made within forty-five (45) days following the Change in Control Termination. (d) Deemed Amendment of Equity Awards. The Company and the Executive hereby agree that the agreements evidencing any (i) Equity Awards to the Executive are hereby and will be deemed amended to give effect to the provisions of Sections 3 and 4 of this Agreement, and (ii) Bonus Equity are hereby and will be deemed amended to give effect to the provisions of Section 3(b)(ii) of this Agreement. 4. Death or Disability. Effective upon a termination of the Executive’s employment due to Executive’s death or by the Company due to the Executive’s Disability, except as provided in any Equity Award documentation that explicitly or implicitly excludes such Equity Award from the effects of this section, all performance measures applicable to any Equity Awards held by the Executive shall be deemed to have been met at the Target Level and all Equity Awards held by the Executive shall immediately become vested, unrestricted and exercisable or distributable at the Target Level; provided that this Section 4 shall not apply to any Bonus Equity. 5. Certain Payments to Specified Employees. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “specified employee” within the meaning of Code Section 409A(a)(2)(B)(i) at the time of the Executive’s separation from service with the Company (in connection with a Change in Control Termination or otherwise), no payment or benefit payable or provided to the Executive pursuant to this Agreement that constitutes an item of deferred compensation under Code Section 409A and becomes payable by reason of the Executive’s termination of employment with the Company will be paid or provided to the Executive prior to the earlier of (i) the expiration of the six (6) month period following the date of the Executive’s “separation from service” (as such term is defined by Code Section 409A and the regulations promulgated thereunder), or (ii) the date of the Executive’s death, but only to the extent such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). The payments and benefits to which the Executive would otherwise be entitled during the first six (6) months following the Executive’s separation from service shall be accumulated and paid or provided, as applicable, in a lump sum, on the date that is six (6) months and one day following the Executive’s separation from service (or if such date does not fall on a business day of the Company, the next following business day) and any remaining payments or benefits will be paid in accordance with the normal payment dates specified for them herein. 6. Taxes. (a) Withholding. All payments to be made to the Executive under this Agreement will be subject to any required withholding of federal, state and local income and employment taxes. In addition, the Company may withhold from any payments hereunder any amounts attributable to withholding taxes applicable to the vesting of or lapse of restrictions on restricted stock or restricted stock units held by the Executive or the exercise of any nonqualified stock options held by the Executive, including, in its discretion withholding from any shares deliverable to the Executive such number of shares as the Company determines is necessary to satisfy such tax obligations, valued at their fair market value (determined pursuant to the respective Company equity compensation plan) as of the date of such vesting or lapse of restrictions. 6

(b) Limitations on Payments. (i) If it is determined that any payment, benefit or distribution provided for in this Agreement or otherwise (for the purposes of this Section 6(b), each, a “Payment” and collectively, the “Payments”) from the Company to or for the benefit of the Executive (x) constitutes a “parachute payment” within the meaning of Section 280G of the Code and (y) but for this subsection (b), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), such Payments shall be either: (A) delivered in full, or (B) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive on an after-tax basis, of the greatest amount of Payments, notwithstanding that all or some portion of the Payments may be taxable under Section 4999 of the Code. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(b)(i) shall be made in writing in good faith by an independent accounting firm selected by the Company, whose determinations shall be binding upon the Company and the Executive (the “Accountants”), in good faith consultation with the Executive. (ii) In the event a reduction in the Payments is required hereunder, the Company shall promptly give the Executive notice to that effect and the Executive may then determine, in the Executive’s sole discretion, which and how much of the Payments shall be eliminated or reduced (as long as, after such election, none of the Payments are subject to the Excise Tax), and shall advise the Company in writing of the Executive’s election within ten (10) days of the Executive’s receipt of the Company’s notice. If no such election is made by the Executive within such period, the Company may determine which and how much of the Payments shall be eliminated or reduced (as long as, after such determination, none of the Payments are subject to the Excise Tax) and shall notify the Executive promptly of such determination. (iii) For purposes of making the determinations and calculations required by this Section 6(b), the Accountants: (A) shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control within the meaning of Section 280G(b)(2) of the Code and the regulations thereunder, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, whether set forth in this Agreement or otherwise (a “Noncompete Covenant”), and the Company shall cooperate in good faith in connection with any such valuations and reasonable compensation positions. Without limiting the generality of the foregoing, for purposes of this provision, the Company agrees to allocate as consideration for any Noncompete Covenant the maximum amount of compensation and benefits payable under this Agreement reasonably allocable thereto so as to avoid, to the extent possible, subjecting any Payments to tax under Section 4999 of the Code; and (B) may make reasonable assumptions and approximations concerning the application of taxes and may rely on reasonable good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(b). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(b). (iv) If the Payments are reduced to avoid the Excise Tax pursuant to Section 6(b)(i) hereof and notwithstanding such reduction, the IRS determines that the Executive is liable for the Excise Tax as a result of the receipt of Payments from the Company, then the Executive shall be obligated to pay to the Company (the 7

“Repayment Obligation”) an amount of money equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that the Executive’s net proceeds with respect to the Payments (after taking into account the payment of the Excise Tax imposed on such benefits) shall be maximized. Notwithstanding the foregoing, the Repayment Amount shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax in accordance with the principles of Section 6(b)(i). If the Excise Tax is not eliminated through the performance of the Repayment Obligation, the Executive shall pay the Excise Tax. The Repayment Obligation shall be discharged within 30 days of either (A) the Executive’s entering into a binding agreement with the IRS as to the amount of Excise Tax liability, or (B) a final determination by the IRS or a court decision requiring the Executive to pay the Excise Tax from which no appeal is available or is timely taken. 7. Term. Unless the Executive’s employment is earlier terminated, this Agreement shall continue in effect until 11:59 p.m. on September 30, 2020 and shall automatically renew thereafter on an annual basis for additional twelve- month terms unless either party provides written notice to the other party of non-renewal at least ninety (90) days prior to the expiration of the then current term. If a Change in Control occurs while this Agreement is in effect, the term of this Agreement shall automatically be extended to the second anniversary of the Change in Control. Upon the termination of this Agreement, the respective rights and obligations of the parties shall survive to the extent necessary to carry out the intentions of the parties as embodied herein. 8. Successors and Assigns. (a) This Agreement is personal to the Executive and is not assignable by the Executive, other than by will or the laws of descent and distribution, without the prior written consent of the Company. (b) This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. (c) The Company will require any successor or acquirer (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as defined above and any successor to or acquirer of its business and/or assets that assumes and agrees to perform this Agreement. 9. No Duty to Mitigate. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement and, except as contemplated by Sections 2(b) and 3(c)(iii)(B)hereof, any benefits payable to the Executive hereunder shall not be subject to reduction for any compensation received from other employment. 10. Conditions to Payment of Severance. Notwithstanding any other provision of this Agreement, the Executive’s entitlement to receive any of the payments and other benefits contemplated by Sections 2, 3 or 4 (with respect to Disability) hereof shall be contingent upon: (a) execution by the Executive within forty-five (45) days of the termination of a general release in substantially the form of Appendix A hereto (such applicable form depending on my age at the time of termination, the “Release”), which has not subsequently been revoked, and the Executive hereby acknowledges and agrees that the Company’s entering into this Agreement and agreement to make such payments are and shall be good and sufficient consideration for such Release; and 8

(b) the Executive’s continued compliance with the material terms of this Agreement, as applicable, and those of the Executive’s Non-Disclosure, Non-Competition and Invention Agreement with the Company. 11. Miscellaneous. (a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, except any such laws that would render such choice of law ineffective. (b) Compliance with Section 409A. This Agreement is intended, to the extent applicable, to constitute good faith compliance with the requirements of Section 409A of the Code. The Company and the Executive agree that they shall cooperate in good faith to amend any provision hereof to the extent required to maintain compliance with the provisions of Section 409A of the Code as they may be modified hereafter (including by subsequent regulations or other guidance of the Internal Revenue Service). (c) Amendment. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. (d) Partial Invalidity. If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will nevertheless continue in full force without being impaired or invalidated in any way. (e) Entire Agreement; Effect of Current Agreement. This Agreement constitutes the entire understanding and agreement between the parties hereto regarding the compensation and benefits payable to the Executive in the respective circumstances described herein, superseding all prior understandings and agreements, whether oral or written. (f) Expenses. The Company agrees to pay as incurred and within twenty (20) days after submission of supporting documentation, to the full extent permitted by law, all legal fees and expenses the Executive may reasonably incur as a result of any contest by the Company, the Executive or others of the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the Executive about the amount of any payment pursuant to this Agreement) with respect to which the Executive is successful on the merits, plus, in each case, interest on any delayed payment at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. The Company’s payment of any eligible expenses must be made no later than December 31 of the year after the year in which the expense was incurred. (g) Notices. All notices and other communications hereunder shall be in writing and shall be delivered by hand delivery, by a reputable overnight courier service, or by registered or certified mail, return receipt requested, postage prepaid. Notice to the Executive shall be addressed to the Executive at the Executive’s last address contained in the records of the Company, and notice to the Company shall be addressed to: PTC Inc. 121 Seaport Boulevard Boston, MA 02210 Attention: General Counsel Notice shall be addressed to such other address as either party shall have furnished to the other in writing in accordance herewith. Any notice or communication shall be deemed to be delivered upon the date of hand delivery, one day following delivery to an overnight courier service, or three days following mailing by registered or certified mail. 9

EXECUTED as of the date first written above. PTC INC. [EXECUTIVE NAME] By: [Name] [Title] 10

EXHIBIT 31.1

CERTIFICATION

I, James Heppelmann, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PTC Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





Date:	January 27, 2020	/S/ JAMES HEPPELMANN
		James Heppelmann
		President and Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Kristian Talvitie, certify that:

1. I have reviewed this quarterly report on Form 10-Q of PTC Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.





Date:	January 27, 2020	/S/ Kristian Talvitie
		Kristian Talvitie
		Executive Vice President and Chief Financial Officer

EXHIBIT 32

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of PTC Inc. (the “Company”) certifies that, to his knowledge, the Quarterly Report on Form 10-Q of the Company for the quarter ended December 28, 2019 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.





Date:	January 27, 2020	/S/ JAMES HEPPELMANN
		James Heppelmann President and Chief Executive Officer

Date:	January 27, 2020	/S/ Kristian Talvitie
		Kristian Talvitie
		Executive Vice President and Chief Financial Officer