

(in thousands)	Year ended September 30,
	2019			2018			2017
Current:
Federal	$	13,130		$	3,009		$	2,423
State	(945		)	2,003			340
Foreign	33,867			28,213			17,881
	46,052			33,225			20,644
Deferred:
Federal	22,911			(12,594		)	4,911
State	1,759			(445		)	877
Foreign	(22,962		)	(43,517		)	(34,077		)
	1,708			(56,556		)	(28,289		)
Total provision (benefit) for income taxes	$	47,760		$	(23,331	)	$	(7,645	)



(in thousands)	Year ended September 30,
	2019					2018					2017
Statutory federal income tax rate	$	4,263		21	%	$	7,021		25	%	$	(492	)	(35	)%
Change in valuation allowance	66,417			327	%	(181,047		)	(632	)%	17,334			1,233	%
Transition impact of U.S. Tax Act	—			—	%	126,122			440	%	—			—	%
Federal rate change	—			—	%	69,648			243	%	—			—	%
State income taxes, net of federal tax benefit	607			3	%	2,401			8	%	627			45	%
Federal research and development credits	(3,731		)	(18	)%	(3,058		)	(11	)%	(2,182		)	(155	)%
Uncertain tax positions	2,611			13	%	(4,646		)	(16	)%	(3,840		)	(273	)%
Foreign rate differences	(26,952		)	(133	)%	(38,743		)	(135	)%	(27,932		)	(1,987	)%
Foreign tax on U.S. provision	6,547			32	%	2,736			10	%	2,737			195	%
Excess tax benefits from restricted stock	(5,940		)	(29	)%	(11,641		)	(41	)%	—			—	%
Audits and settlements	51			—	%	2,352			8	%	—			—	%
U.S. permanent items	2,483			12	%	5,408			19	%	6,030			429	%
BEAT	1,759			9	%	—			—	%	—			—	%
GILTI, net of foreign tax credits	6,170			31	%	—			—	%	—			—	%
Foreign-Derived Intangible Income (FDII)	(6,409		)	(32	)%	—			—	%	—			—	%
Other, net	(116		)	(1	)%	116			1	%	73			4	%
Benefit for income taxes	$	47,760		235	%	$	(23,331	)	(81	)%	$	(7,645	)	(544	)%

In 2019, our tax rate is higher than the statutory federal income tax rate of 21% due in large part, to the scheduling of the reversal of existing temporary differences resulting in deferred tax liabilities that cannot be offset against deferred tax assets requiring an increase to the U.S. valuation allowance, U.S. tax reform (as described below) and foreign withholding taxes, an obligation of the U.S. parent. This is offset by 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. A significant amount of our foreign earnings is generated by our subsidiaries organized in Ireland. In 2019 the foreign rate differential predominantly relates to these Irish earnings.

reform, as described below. In 2018, and 2017, our effective tax rate was materially impacted by our corporate structure in which our foreign taxes are at an effective tax rate lower than the U.S. A significant amount of our foreign earnings is generated by our subsidiaries organized in Ireland. In 2018 and 2017, the foreign rate differential predominantly relates to these Irish earnings. Additionally, we have a full valuation allowance against deferred tax assets in the U.S., primarily related to net operating losses, tax credit carryforwards, capitalized research and development and deferred revenue. As a result, we have not recorded a benefit related to ongoing U.S. losses. Our foreign rate differential in 2018, and 2017 includes the continuing rate benefit from a business realignment completed on September 30, 2014 in which intellectual property was transferred between two wholly-owned foreign subsidiaries. The realignment allows us to more efficiently manage the distribution of our products to European customers. In 2018, this realignment resulted in a tax benefit of approximately $24 million and in 2017, a benefit of approximately $28 million. In 2017, the change in valuation allowance primarily relates to U.S. losses not benefited, partially offset by the release of valuation allowances in foreign subsidiaries of $9.0 million. We recorded foreign withholding taxes, an obligation of the U.S. parent of $2.7 million in 2018 and $2.0 million in 2017.

On December 22, 2017, the United States enacted tax reform legislation through the Tax Cuts and Jobs Act, (the "Tax Act"), which significantly changed existing U.S. tax laws by a reduction of the corporate tax rate, the implementation of a new system of taxation for non-U.S. earnings, the imposition of a one-time tax on the deemed repatriation of undistributed earnings of non-U.S. subsidiaries, and the expansion of the limitations on the deductibility of executive compensation and interest expense. As we have a September 30 fiscal year-end, a blended U.S. statutory federal rate of approximately 24.5% applies for our fiscal year ended September 30, 2018 and 21% for subsequent fiscal years. The Tax Act also provides that net operating losses generated in years ending after December 31, 2017 (our fiscal 2018) will be carried forward indefinitely and can no longer be carried back, and that net operating losses generated in years beginning after December 31, 2017 can only reduce taxable income by up to 80% when utilized in a future period. The Tax Act includes a provision to tax global intangible low-tax income (GILTI) of foreign subsidiaries, a deduction for Foreign-Derived Intangible Income (FDII), and the base erosion anti-abuse tax (BEAT) measure that taxes certain payments between a U.S. corporation and its foreign subsidiaries. The GILTI, FDII and BEAT provisions were effective for us beginning October 1, 2018. Our accounting policy is to treat tax on GILTI as a current period cost included in tax expense in the year incurred.

In 2018, we provided no federal income taxes payable as a result of the deemed repatriation of undistributed earnings as the tax was offset by a combination of current year losses and existing attributes which had a full valuation allowance recorded against the related deferred tax assets. In 2018, we recorded a state income taxes payable on the deemed repatriation of $1.7 million. We also recorded a deferred tax benefit of $14.1 million for the impact of the Tax Act on our net U.S. deferred income tax balances. This was primarily attributable to the reduction of the federal tax rate on the net deferred tax liability in the U.S., and the ability to realize net operating losses from the reversal of existing deferred tax assets which can now be carried forward indefinitely and can therefore be netted against deferred tax liabilities for indefinite lived intangible assets.

The U.S. Securities and Exchange Commission issued rules that allow for a period of up to one year after the enactment date of the Tax Act to finalize the recording of the related tax impacts. We finalized recording the impacts of the Tax Act in the quarter ended December 29, 2018 and did not record any significant adjustments.

At September 30, 2019 and 2018, income taxes payable and income tax accruals recorded on the accompanying Consolidated Balance Sheets were $23.4 million ($17.4 million in accrued income taxes, $0.4 million in other current liabilities and $5.6 million in other liabilities) and $24.2 million ($18.0 million in accrued income taxes, $1.8 million in other current liabilities and $4.4 million in other liabilities), respectively. At September 30, 2019 and 2018, prepaid taxes recorded in prepaid expenses on the accompanying Consolidated Balance Sheets were $5.3 million and $4.8 million, respectively. We made net income tax payments of $38.9 million, $22.6 million and $35.4 million in 2019, 2018 and 2017, respectively.



(in thousands)	September 30,
	2019			2018
Deferred tax assets:
Net operating loss carryforwards	$	26,462		$	31,329
Foreign tax credits	—			2,201
Capitalized research and development	34,560			20,999
Pension benefits	14,838			12,296
Prepaid expenses	41,739			30,614
Deferred revenue	9,899			33,886
Stock-based compensation	12,306			11,622
Other reserves not currently deductible	20,986			13,588
Amortization of intangible assets	168,376			96,841
Research and development and other tax credits	49,995			55,760
Fixed assets	45,450			4,364
Capital loss carryforward	31,248			33,024
Deferred interest	10,864			13,057
Other	1,623			1,152
Gross deferred tax assets	468,346			360,733
Valuation allowance	(177,663		)	(141,950		)
Total deferred tax assets	290,683			218,783
Deferred tax liabilities:
Acquired intangible assets not deductible	(42,554		)	(41,139		)
Pension prepayments	(2,532		)	(2,362		)
Deferred revenue	(19,312		)	(6,978		)
Unbilled accounts receivable	(31,005		)	—
Deferred income	(19,040		)	(6,641		)
Prepaid commissions	(17,423		)	—
Other	(1,866		)	(1,686		)
Total deferred tax liabilities	(133,732		)	(58,806		)
Net deferred tax assets	$	156,951		$	159,977

In October 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. The purpose of ASU 2016-16 is to simplify the income tax accounting of an intra-entity transfer of an asset other than inventory and to record its effect when the transfer occurs. We adopted this standard beginning in the first quarter of 2019 using the modified retrospective method with a cumulate effect adjustment to accumulated deficit of $72.3 million, with a corresponding increase of $75.3 million to deferred tax assets, a $6.0 million decrease to income tax assets and a $3.0 million decrease to income tax liabilities. The adjustment primarily relates to deductible amortization of intangible assets in Ireland. Post adoption, our effective tax rate no longer includes the benefit of this amortization.

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 the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

As of September 30, 2019, we had Federal R&D credit carryforwards of $26.2 million, which expire beginning in 2028 and ending in 2039, and Massachusetts R&D credit carryforwards of $22.1 million, which expire beginning in 2020 and ending in 2034. A full valuation allowance is recorded against the carryforwards.

We also have NOL carryforwards in non-U.S. jurisdictions totaling $64.4 million, the majority of which do not expire, and non-U.S. tax credit carryforwards of $3.2 million that expire beginning in 2029 and ending in 2035. Additionally, we have interest and amortization carryforwards of $86.9 million and $825.9 million, respectively, in a foreign jurisdiction. There are limitations imposed on the utilization of such attributes that could restrict the recognition of any tax benefits.

As of September 30, 2019, we have a valuation allowance of $146.1 million against net deferred tax assets in the U.S. and a valuation allowance of $31.6 million against net deferred tax assets in certain foreign jurisdictions. The valuation allowance recorded against net deferred tax assets of certain foreign jurisdictions is established primarily for our net operating loss carryforwards, the majority of which do not expire. However, there are limitations imposed on the utilization of such net operating losses that could restrict the recognition of any tax benefits.

The changes to the valuation allowance were primarily due to the following:



(in millions)	Year ended September 30,
	2019			2018			2017
Valuation allowance beginning of year	$	142.0		$	279.7		$	235.5
Net release of valuation allowance ⁽¹⁾	(1.8		)	(2.8		)	(9.1		)
Net increase (decrease) in deferred tax assets with a full valuation allowance ⁽²⁾	37.5			(134.9		)	53.3
Valuation allowance end of year	$	177.7		$	142.0		$	279.7

Our policy is to record estimated interest and penalties related to the underpayment of income taxes as a component of our income tax provision. In 2019 we recorded interest expense of $0.1 million and, in 2018 and 2017, we reduced interest expense by $0.6 million and $0.9 million, respectively. In 2019, 2018 and 2017, we had no tax penalty expense in our income tax provision. As of both September 30, 2019 and 2018, we had accrued $0.5 million of net estimated interest expense related to income tax accruals. We had no accrued tax penalties as of September 30, 2019, 2018 or 2017.



	Year ended September 30,
Unrecognized tax benefits (in millions)	2019			2018			2017
Unrecognized tax benefit beginning of year	$	9.8		$	14.8		$	15.5
Tax positions related to current year:
Additions	1.5			1.5			0.9
Tax positions related to prior years:
Additions	1.4			—			1.0
Reductions	—			(4.7		)	(1.6		)
Settlements	(1.2		)	—			(1.0		)
Statute expirations	—			(1.8		)	—
Unrecognized tax benefit end of year	$	11.5		$	9.8		$	14.8

If all of our unrecognized tax benefits as of September 30, 2019 were to become recognizable in the future, we would record a benefit to the income tax provision of $11.5 million (which would be partially offset by an increase in the U.S. valuation allowance of $5.4 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 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.

In the normal course of business, PTC and its subsidiaries are examined by various taxing authorities, including the IRS in the U.S. We regularly assess the likelihood of additional assessments by tax authorities and provide for these matters as appropriate. We are currently under audit by tax authorities in several jurisdictions. Audits by tax authorities typically involve examination of the deductibility of certain permanent items, transfer pricing, limitations on net operating losses and tax credits. Although we believe our tax estimates are appropriate, the final determination of tax audits and any related litigation could result in material changes in our estimates. As of September 30, 2019, we remained subject to examination in the following major tax jurisdictions for the tax years indicated:

We incurred expenses related to stock-based compensation in 2019, 2018 and 2017 of $86.4 million, $82.9 million and $76.7 million, respectively. Accounting for the tax effects of stock-based awards requires that we establish a deferred tax asset as the compensation is recognized for financial reporting prior to recognizing the tax deductions. The tax benefit recognized in the Consolidated Statements of Operations related to stock-based compensation totaled $16.6 million, $28.3 million and $1.3 million in 2019, 2018 and 2017, respectively. Upon the settlement of the stock-based awards (i.e., exercise or vesting), the actual tax deduction is compared with the cumulative financial reporting compensation cost and any excess tax deduction is considered a windfall tax benefit and is recorded to the tax provision. In 2019 and 2018, windfall tax benefits of $6.7 million and $13.2 million were recorded to the tax provision. Prior to the adoption of ASU 2016-09, windfall tax benefits were recorded to APIC when they resulted in a reduction in taxes payable. In 2017 we recorded windfall tax benefits of $0.6 million to APIC.

In the first quarter of 2018, as a result of the adoption of ASU 2016-09, we recognized previously unrecognized tax benefits of $37.0 million as increases in deferred tax assets for tax loss carryovers and tax credits, primarily in the U.S. A corresponding increase to the valuation allowance of $36.9 million was recorded to the extent that it was not more likely than not that these benefits would be realized.

In July 2015, the U.S. Tax Court issued an opinion in Altera Corp. v. Commissioner related to the treatment of stock-based compensation expense in an intercompany cost-sharing arrangement. The opinion invalidated part of a treasury regulation requiring stock-based compensation to be included in any qualified intercompany cost-sharing arrangement. The Company previously recorded a tax benefit based on the opinion in the case, which was offset by a corresponding increase in the valuation allowance against U.S. deferred tax assets. On June 7, 2019, the U.S. Court of Appeals for the Ninth Circuit reversed the U.S. Tax Court’s decision. On July 22, 2019, Altera Corp. filed a petition for an en banc rehearing before the U.S. Court of Appeals for the Ninth Circuit, which was denied on November

12, 2019. Altera Corp. has 90 days from this date to petition the U.S. Supreme Court for review of the decision. Due to the fact that the Altera decision is not yet final, as well as uncertainty surrounding the status of the current regulations and questions related to jurisdiction given the Company does not reside in the Ninth Circuit, we have determined no adjustment is required to the consolidated financial statements as a result of this ruling. The Company will continue to monitor ongoing developments and potential impacts to its consolidated financial statements.

Prior to the passage of the U.S. Tax Act, the Company asserted that substantially all of the undistributed earnings of its foreign subsidiaries were considered indefinitely invested and accordingly, no deferred taxes were provided. Pursuant to the provisions of the U.S. Tax Act, these earnings were subjected to U.S. federal taxation via a one-time transition tax, and there is therefore no longer a material cumulative basis difference associated with the undistributed earnings. We maintain our assertion of our intention to permanently reinvest these earnings outside the U.S. unless repatriation can be done substantially tax-free, with the exception of a foreign holding company formed in 2018 and our Taiwan subsidiary. If we decide to repatriate any additional non-U.S. earnings in the future, we may be required to establish a deferred tax liability on such earnings. The amount of unrecognized deferred tax liability on the undistributed earnings would not be material.