AddedRisk Factors
•unanticipated costs or liabilities, including indemnification obligations, retained liabilities, or disputes with purchasers;
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AddedRisk Factors
•potential incompatibility of business cultures or systems during transition; and
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AddedRisk Factors
Further, if investors or analysts do not like or understand the divestiture or if they believe we did not receive a fair price for the business or assets, they may sell their shares or alter their view of our prospects, which could cause our share price to decline.
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RemovedRisk Factors
Increased scrutiny and expectations around environmental, social, and governance (“ESG”) matters may require us to incur additional costs or otherwise adversely impact our reputation, business, and prospects.
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RemovedRisk Factors
Our stakeholders, including investors, customers, suppliers, and employees, are placing greater emphasis on our ESG performance and transparency. This increasing stakeholder attention to and expectations around ESG matters, particularly sustainability matters, and our response to the same, may result in higher costs (including higher costs related to compliance, stakeholder engagement, and contracting), adversely impact our reputation, or otherwise negatively affect our business performance and prospects.
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RemovedRisk Factors
Our statements about our sustainability, environmental and human capital initiatives and goals, and progress against those goals, may be based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change. If our related data, processing and reporting are incomplete or otherwise inaccurate, or if we fail to achieve progress on our stated targets or initiatives when or as expected, our business, financial condition, operating results, and prospects could be adversely affected.
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RemovedRisk Factors
debt is added to our current debt levels, or we incur other obligations, the related risks that we now face could increase.
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RewordedRisk Factors
If we fail to successfully integrate execute and manage these divestitures, if a divestiture does not yield the anticipated financial or operational benefits, or if the businesses and technologies or assets we acquire, if an acquisition does not further our business strategy divest have unexpected legal, financial, or return a level of sales as we expect, or if a business we acquire has unexpected legal or financial operational liabilities, our business, financial condition, results of operations, and prospects could be adversely affected.
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RewordedRisk Factors
As of November 14, 2024, 21, 2025, our total debt outstanding was approximately $1,668 $1,270 million, $1 billion $500 million of which was associated with the 3.625% Senior Notes and 4.000% Senior Notes (together, “Senior Notes”) senior notes issued in February 2020, which mature in February 2025 and 2028, respectively, 2028 and are unsecured; $177 unsecured ("2028 Notes"); $301 million of which was borrowed under our credit facility revolving line, which matures in January 2028; and $491 $469 million of which was borrowed under our credit facility term loan [which (which began amortizing in March 2024]. 2024).
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RewordedRisk Factors
We and our customers are subject to an increasing number of laws and regulations promulgated enacted by multiple countries and jurisdictions that require new and expansive disclosure extensive disclosures on sustainability topics topics, and, in some cases, remediation of adverse effects, that will increase our compliance costs and expose us to risks associated with regulatory compliance. effects.
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RewordedRisk Factors
In addition, any Any legal action to protect our intellectual property rights that we may bring or be engaged in could be costly, may distract management expensive, divert management’s attention from day-to-day operations regular operations, and may lead to additional claims against us, and we may not succeed, all prevail, any of which could adversely affect our business, financial condition, operating results, and prospects.
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RewordedRisk Factors
These laws and regulations include those promulgated pursuant to the European Union’s Corporate Sustainability Reporting Directive (“CSRD”) and its Corporate Sustainability Due Diligence Directive (“CSDDD”). (“CSDDD”), and California’s Climate Corporate Data Accountability Act and Climate-Related Financial Risk Disclosure Act.
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RewordedRisk Factors
Businesses we acquire Divestitures of businesses or assets may not generate achieve the sales and earnings we anticipate intended strategic or financial benefits and may otherwise adversely affect our business and prospects.
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RewordedRisk Factors
A significant breach of the security and/or integrity of our products or systems, or those of our third-party service providers, whether intentional or by human error by our employees or others, could disrupt our business operations or those of our customers, could prevent our products from functioning properly, could enable access to our sensitive, proprietary or confidential information or that of our customers, or could enable access to our sensitive, proprietary or confidential information. customers.
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RewordedRisk Factors
Whether we will be successful and will accomplish our business and financial objectives is subject to risks and uncertainties, including but not limited to: our ability to further develop and scale infrastructure, our ability to include functionality and usability in such offerings that address customer requirements, our ability to further develop and scale infrastructure, our ability and the ability of our partners to transition existing customer implementations to SaaS, customer demand, attach and renewal rates, channel adoption, and our costs.
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RewordedRisk Factors
Manufacturers worldwide continue to face uncertainty about the global macroeconomic environment due to, among other factors, the effects of recently imposed import tariffs and threats of additional import tariffs, the effects of earlier and ongoing supply chain disruptions, high interest rates and inflation, volatile foreign exchange rates and the current relative strength of the U.S.
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RewordedRisk Factors
If we fail to successfully develop competitive SaaS solutions and to transform our operations to support the sale of SaaS solutions and to develop competitive SaaS solutions, our business and prospects could be adversely affected.
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RewordedRisk Factors
Additionally, the CSDDD will require us to conduct due diligence to identify, prevent, mitigate, and account for actual and potential adverse impacts on human rights and the environment arising from our own operations and those of our value chains customers and suppliers, and to remediate any such adverse impacts.
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RewordedRisk Factors
The regulatory landscape for sustainability disclosures and obligations continues to evolve and expand expand, and the introduction of additional laws or regulatory requirements may impose further compliance burdens on us and further increase our compliance and operating costs.
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AddedMD&A
On November 5, 2025, we entered into a definitive agreement with an affiliate of TPG, under which we agreed to sell our Kepware and ThingWorx businesses for total consideration of up to $725 million, if certain targets are achieved. We may receive up to $600 million upon closing of the transaction, which may be reduced by $35 million if certain growth targets are not achieved for a period between signing and closing, and further adjusted as set forth in the purchase agreement. We may receive up to $125 million of contingent consideration upon the sale of the business by TPG. The transaction is expected to close in the first half of calendar 2026. Our expected use of the net after-tax proceeds will follow our overall capital allocation strategy of returning excess cash to shareholders via share repurchases, while allowing for potential tuck-in acquisitions.
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AddedMD&A
(3)This amount differs from our Q4'25 earnings release due to an immaterial adjustment related to foreign currency option contracts entered into in Q4'25 resulting in a $7.0 million decrease in Net income and a $0.06 decrease in GAAP and non-GAAP Diluted earnings per share.
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AddedMD&A
Software revenue growth in FY'25 was driven by license revenue growth, which reflects the higher total value and notably longer average duration of contracts commencing in the current year. These large contracts with longer durations additionally drove a $179 million (89%) year-over-year increase in long-term receivables and a $601 million (27%) year-over-year increase in Remaining Performance Obligations (RPO).
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AddedMD&A
PLM software revenue growth in FY'25 was driven by the higher total value and longer average duration of contracts commencing in the period. PLM software revenue grew across all geographic regions, primarily driven by Windchill.
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AddedMD&A
•a $19 million (2%) increase in total compensation expense (including stock-based compensation), driven by a $17 million increase in severance costs primarily related to our go-to-market realignment (which is mainly included in Sales and marketing) and headcount growth, offset by lower compensation charges in General and administrative due to our FY'24 chief executive officer succession;
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AddedMD&A
•$16 million impairment charges recognized in Q2'25 and Q4'25 related to the lease assets associated with the subleased portion of our Boston office; and
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AddedMD&A
Other income, net increased in FY'25 compared to FY'24, primarily driven by a $13 million contingent consideration earnout recognized in Q4'25 related to the sale of a portion of our PLM services business in FY'22. An immaterial adjustment related to foreign currency option contracts entered into in Q4'25 resulted in a $9.3 million decrease in Other income, net compared to amounts from our Q4'25 earnings release.
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AddedMD&A
An immaterial adjustment related to foreign currency option contracts entered into in Q4'25 resulted in a $2.3 million decrease to Provision for income taxes compared to amounts from our Q4’25 earnings release.
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AddedMD&A
Additionally, in FY'25, we recorded tax benefits of $11 million related to tax reserves in foreign jurisdictions.
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AddedMD&A
In FY'24, we requested consent from the IRS to change the accounting method for the treatment of certain deductions. In accordance with GAAP, our financial statements reflect the fact that as of September 30, 2025 we had not received the consent. Accordingly, we have included an unrecognized tax benefit of $109 million within Other liabilities on the Consolidated Balance Sheets. We received this consent in October 2025. Consequently, in Q1'26 we will release the reserve, primarily resulting in a decrease to Deferred tax assets.
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AddedMD&A
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act includes changes to U.S. tax law that will be applicable to us beginning in FY'26. These changes include provisions allowing accelerated tax deductions for qualified property and research expenditures. There is no material impact to our financial statements for FY'25. We are in the process of evaluating the prospective impact of the Act to our consolidated financial statements and cash flow, but currently expect such changes will have a material positive cash impact in FY'26 and FY'27, which is reflected in our guidance. As our review is not yet complete, our expectations could change.
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AddedMD&A
In FY'25, we repurchased 1.65 million shares for $300 million. We did not repurchase any shares in FY'24.
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RemovedMD&A
Software revenue growth in FY'24 was driven by PLM, which included the contribution from ServiceMax (acquired in early Q2'23), and CAD.
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RemovedMD&A
License revenue growth in FY'24 was mainly driven by CAD and PLM growth in Europe and Asia Pacific, offset by lower license revenue in the Americas, particularly in PLM. A higher proportion of sales in FY'24 were SaaS, which adversely affected license revenue growth in the Americas and Europe.
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RemovedMD&A
PLM software revenue growth in FY'24 was driven by growth in Europe and the contribution from ServiceMax (acquired in early Q2'23). Year-over-year PLM software revenue growth for FY'24 excluding Q1'24 ServiceMax revenue would have been 9% (9% constant currency).
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RemovedMD&A
•a $47 million increase in compensation and benefits expense (excluding stock-based compensation), driven by higher headcount and our Q2'23 acquisition of ServiceMax, as well as higher health insurance costs in the U.S.;
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RemovedMD&A
•a $16 million increase in stock-based compensation expense, driven in part by acceleration of expense on equity grants held by our former chief executive and chief operating officers (which expense is included in General and administrative and Sales and marketing), as well as the impact of an FY'24 change in eligibility for continued vesting upon retirement for a subset of prospective equity grants;
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RemovedMD&A
•a $14 million increase in outside services, driven by consulting services related to corporate initiatives; and
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RemovedMD&A
•a $16 million decrease in acquisition and transaction-related costs, largely driven by costs associated with our Q2'23 acquisition of ServiceMax; and
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RemovedMD&A
•a $12 million decrease in marketing expense, primarily due to not holding our LiveWorx event in FY'24.
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RemovedMD&A
Other income, net was lower in FY'24 compared to FY'23 due to a $2.0 million impairment loss related to an available-for-sale debt security.
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RemovedMD&A
Cash provided by financing activities in FY’23 was primarily related to net new borrowings of $771.0 million (a $500.0 million term loan and a $271.0 million incremental revolving line) to fund the ServiceMax acquisition and net repayments of $428.0 million on the new revolving facility.
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RemovedMD&A
In addition to the debt shown in the above table, as of September 30, 2023, we had a $620 million deferred acquisition payment liability related to the fair value of the $650 million installment paid in October 2023 for the ServiceMax acquisition. Of the $650 million paid, $620 million was recorded as a financing outflow and the $30 million of imputed interest was recorded as an operating cash outflow.
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RemovedMD&A
Restructuring and other charges (credits), net includes excess facility restructuring charges (credits); impairment and accretion expense charges related to the lease assets of exited facilities; sublease income from previously impaired facilities; severance charges resulting from substantial employee reduction actions; and third-party professional consulting fees related to modifications of our business strategy. These costs may vary in size based on our restructuring plan.
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RewordedMD&A
(in millions, except per share amounts) Year ended September 30, 2025 2024 2023 GAAP gross margin $ 2,294.2 $ 1,853.7 $ 1,656.0 Stock-based compensation 22.7 21.4 20.9 Amortization of acquired intangible assets included in cost of revenue 32.8 38.5 35.7 Non-GAAP gross margin $ 2,349.8 $ 1,913.6 $ 1,712.6 GAAP operating income $ 982.4 $ 588.1 $ 458.5 Stock-based compensation 216.2 223.5 206.5 Amortization of acquired intangible assets 78.8 80.5 75.7 Acquisition and transaction-related charges 9.1 3.1 18.7 Restructuring Impairment and other credits, charges (credits), net 15.6 (0.8) (0.5) Non-GAAP operating income $ 1,302.1 $ 894.3 $ 758.9 GAAP net income $ 734.0 $ 376.3 $ 245.5 Stock-based compensation 216.2 223.5 206.5 Amortization of acquired intangible assets 78.8 80.5 75.7 Acquisition and transaction-related charges 9.1 3.1 18.7 Restructuring Impairment and other credits, charges (credits), net 15.6 (0.8) (0.5) Non-operating charges, charges (credits), net(1) (13.1) 2.0 5.1 Income tax adjustments(2) (81.8) (71.2) (33.5) Non-GAAP net income $ 958.8 $ 613.4 $ 517.6 GAAP diluted earnings per share $ 6.08 $ 3.12 $ 2.06 Stock-based compensation 1.79 1.85 1.73 Amortization of acquired intangible assets 0.65 0.67 0.63 Acquisition and transaction-related charges 0.08 0.03 0.16 Restructuring Impairment and other credits, charges (credits), net 0.13 (0.01) — Non-operating charges, charges (credits), net(1) (0.11) 0.02 0.04 Income tax adjustments(2) (0.68) (0.59) (0.28) Non-GAAP diluted earnings per share $ 7.94 $ 5.08 $ 4.34 Cash provided by operating activities $ 867.7 $ 750.0 $ 610.9 Capital expenditures (11.0) (14.4) (23.8) Free cash flow $ 856.7 $ 735.6 $ 587.0
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RewordedMD&A
(Dollar amounts in millions) Year ended September 30, 2025 2024 2023 Percent Change Sales and marketing $ 566.5 $ 559.0 $ 530.1 5 1 % of total revenue 21% 24% 25% Research and development 457.7 433.0 394.4 10 6 % of total revenue 19% 17% 19% General and administrative 226.1 232.4 233.5 (0 (3 % of total revenue 8% 10% 11% Amortization of acquired intangible assets 45.9 42.0 40.0 5 9 % of total revenue 2% 2% Restructuring Impairment and other credits, charges (credits), net 15.6 (0.8) (0.5) 74 2,050 % of total revenue 0% 1% 0% Total operating expenses $ 1,311.9 $ 1,265.6 $ 1,197.6 6 4
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RewordedMD&A
(Dollar amounts in millions) Year ended September 30, 2025 2024 2023 Percent Change License gross margin $ 1,115.8 $ 760.0 $ 693.8 10% 47 License gross margin percentage 96% 94% 93% Support and cloud services gross margin $ 1,177.4 $ 1,084.8 $ 954.5 14% 9 Support and cloud services gross margin percentage 80% 80% Professional services gross margin $ 1.1 $ 8.9 $ 7.7 15% (88 Professional services gross margin percentage 1% 7% 5% Total gross margin $ 2,294.2 $ 1,853.7 $ 1,656.0 12% 24 Total gross margin percentage 84% 81% 79% Non-GAAP gross margin(1) $ 2,349.8 $ 1,913.6 $ 1,712.6 12% 23 Non-GAAP gross margin percentage(1) 86% 83% 82%
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RewordedMD&A
The IRS procedural guidance change significantly increased our estimated taxable income in the year ended September 30, 2024, resulting in In FY'24, we recorded a benefit of $4 million primarily related to an increase to the estimated tax benefit for the deductions associated with Global Intangible Low-Taxed Income ("GILTI") and Foreign-Derived Intangible Income. Income ("FDII").
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RewordedMD&A
(in millions) September 30, 2025 2024 2023 4.000% Senior Notes notes due 2028 $ 500.0 $ 500.0 3.625% Senior Notes notes due 2025 500.0 — 500.0 Credit facility revolver line 231.3 262.0 202.0 Credit facility term loan 468.8 490.6 500.0 Total debt 1,200.0 1,752.6 1,702.0 Unamortized debt issuance costs for the Senior Notes senior notes (2.6) (4.1) (6.2) Total debt, net of issuance costs $ 1,197.4 $ 1,748.6 $ 1,695.8 Undrawn under credit facility revolver $ 1,018.8 $ 988.0 $ 1,048.0 Undrawn under credit facility revolver available to borrow $ 1,001.7 $ 972.1 $ 384.6
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RewordedMD&A
We believe it is reasonably possible that Income Taxes, within the next 12 months the amount of unrecognized tax benefits related to the resolution of multi-jurisdictional tax positions could IRS consent will be reduced by up to $27.0 million as audits close and statutes of limitations expire. $109.2 million.
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RewordedMD&A
Cash used in financing activities in FY'24 included $620.0 $620 million paid to settle a the ServiceMax deferred acquisition payment associated with our acquisition of ServiceMax, Q1'24 payment, partially offset by net borrowings of $739.8 $46 million to fund that payment and the pure-systems acquisition, and subsequent net payments on debt of $693.9 million. acquisition.
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RewordedMD&A
Professional services gross margin increased decreased in FY’24 FY’25 compared to FY’23, FY’24, primarily due to lower outside service costs, partially offset driven by decreases a sharper decrease in professional services revenue. revenue than in professional services expense.
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RewordedMD&A
Despite the overall demand environment, which has been challenging for many quarters now, ARR grew 14% (12% 10% (8.5% constant currency) to $2.25 $2.48 billion as of the end of FY'24 FY'25 compared to FY’23. FY’24.
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RewordedMD&A
Interest expense includes interest on our revolving credit facility loans facility, term loan, senior notes that were redeemed in Q2'25, and our Senior Notes senior notes due 2025 and in 2028.
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RewordedMD&A
(Dollar amounts in millions) Year ended September 30, 2025 2024 2023 Percent Change Interest income $ 4.4 $5.4 (19 3.4 $4.4 (22 Other expense, income (expense), net 11.4 (3.8) (1.9) (103 398 Other income, net $ 0.6 $3.5 (84 14.8 $0.6 2,578
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RewordedMD&A
This increase was driven by higher collections (including contribution from ServiceMax), which were collections, lower interest payments, and lower vendor disbursements, partially offset by higher salary-related tax payments and interest higher severance payments.
Read it in 10-K Nov 21, 2025 at sec.govopen_in_new