PTC Inc. Stock

Good morning, good afternoon, and thank you, everybody, for your continuous interest in Schneider Electric and joining us in a short notice. We are pleased to welcome you today to discuss the definitive agreement announced earlier today for Schneider Electric to acquire PTC. As a reminder, we are in a quiet period ahead of our Q3 earnings call, and we will, therefore, not be commenting on our current performance.

Joining me today are Olivier Blum, our Chief Executive Officer; and Nathan Fast, our Chief Financial Officer. During this call, we will take you through a presentation outlining the strategic rationale for the transaction. As usual, the presentation materials, together with the press release issued earlier today, will be available on our website following the call.

I will now hand over to you, Olivier and Nathan, who will discuss the transaction in more detail before you open for Q&A. Olivier, over to you.

Thank you, Antoine. So good morning to all of you, and thanks for being with us. Indeed, it's an important announcement we are making today. So I'll go straight really into why we are doing this acquisition with PTC. So first of all, what has been very obvious to us, the market has evolved in the past year. We've seen acceleration of energy everywhere, acceleration of digital. And we've seen our customers, and that's the most important, accelerating their transformation, their digital transformation, looking for more productivity, more efficiency, more resiliency, more sustainability, and with a very strong conviction that technology, digital and AI will be the answer to achieve their business goals.

So by combining the strengths of Schneider Electric and of course, AVEVA, Cognite and now PTC, we believe we create really a very, very strong powerhouse in software, AI and digital that can be scaled over the coming years. We believe we create a unique platform, which is open and interoperable for our customer, where we can deliver strong business outcomes. And at the end of the day, what is very important for us, and I'll come back on that, we create a unique digital system, which is based on design, control, data and intelligence. Our vision at Schneider Electric, and I will come back on that also again, has been always that the world will be more electrical, more digital in the future. And the only way to deliver efficiency to our customer will be really to bridge the physical and the digital world.

And you've seen what we've been doing in the past 10 years. You've seen how technology has evolved. And we believe we are really at this time in our history, but in our industry as well, where you really can accelerate all the benefits to your customer if you are able to provide the digital system across the life cycle from design and build to operate and maintain. By doing that and together with also the acquisition of Cognite, which is still between signing and closing, we believe we create a unified digital thread that can really help our customers across products, machines and processes and energy systems to accelerate the creation of energy and industrial intelligence. And we have started. It's not that we are starting tomorrow, but we believe that everything can be accelerated.

Of course, by combining those 2 companies, you create a lot of opportunity for cross-selling synergies. We broadened the end market exposure for the 2 companies by increasing our leadership in energy and industry, and we can help both companies to grow faster. Last but not the least, that combination help us to continue to bring high-quality recurring revenue, supporting the realization of our digital flywheel ambition, as we explained to you during our Capital Markets Day and contribute well to the financial profile of Schneider Electric, and we'll come back on that, both on margin and cash generation standpoint with Nathan later on, which we believe at the end of the day is a compelling story for our shareholders from a value creation standpoint.

Now we've not started today. As you know, it's a little bit of a story for all of you to keep in mind where we come from. PTC complements the unique portfolio Schneider Electric has built step by step. I've told you that our ambition, our vision has been always to connect the physical and the digital world to generate more efficiency and sustainability for our customers. This is our mission. And of course, the first milestone when we was -- we created EcoStruxure, which was really to make sure that every single product control system of Schneider Electric will be more digital in the future. We have accelerated big time when we've made the acquisition of Wonderware from Invensys in 2013, then AVEVA, which has been probably the biggest milestone in our industrial software journey, but also with ETAP, which has brought a lot of design and engineering capabilities in energy system.

And of course, we realized together that if we want to benefit in the future more from data, more from AI, it was an absolute must to get closer and closer to the data. That's why the PI System, which was really the absolute reference in the market of the industrial world was a very critical brick in building our vision. And of course, I'm not going to come back to what we announced in July, in the world where AI is becoming extremely important, it was very, very important that we put Schneider Electric in the leading position at the contextualization layer. And what Cognite will bring to you is basically a lot of capability, knowledge graph to be able to contextualize data and to build the next really generation of industrial AI. And now, very logically, when we enter in this transaction with PTC, we bring the last brick in our portfolio, which is product and engineering intelligence through CAD, PLM, ALM and SLM.

But let me explain to you a bit more in detail what it means for us. I'm going to introduce briefly PTC that you know probably well. Very, very large company, having leading position across all its end markets, very strong position in CAD, PLM with products like Creo, Windchill, which are among many others, but very, very strong leadership brand in the market. We'll come back a little bit more on the financial later, but PTC has demonstrated strong financial performance, growth, profitability, cash generation. They have a very strong position in the U.S., but also in other geographies covering different end markets. And they can benefit from 7,000-plus employees who are extremely capable in digital, AI across the world, mainly in the U.S. and India.

So it's a very, very strong company that we have been observing in the market. We've seen how they've performed. We've seen how they have evolved in the market. We've seen how they have started to build their AI orchestration layer. And we believe that beyond everything that I'm going to talk about on the technology, on the strategic side, there is also a very strong cultural fit between the team of PTC, AVEVA and Schneider. I think we speak the same language with the same vision for innovation, for impacting the world, thanks to all our solutions.

So now let's go a little bit more in the detail of the strategic rationale and what is our vision. Our vision, as I said, is really to connect the physical and the digital world. Everything starts from the assets. And you know what has been the EcoStruxure story of Schneider Electric, having really this absolute obsession to make sure that every single product, machine, processes, energy system is connected where we can extract data, building application on top of it that run to make those assets more efficient across the life cycle. And as we have all understood in the past year, data becoming a very, very critical layer, if eventually you want to benefit from AI technology to deliver more value at the enterprise level. And what we mean more value at the enterprise level is to be able to help enterprise to make decisions, to act to deliver business outcome and making sure that AI will help you basically to generate those business outcome from the enterprise level, but go back to the physical layer.

So that's really our vision. And when we see the evolution of technology in energy, in process, from IoT, data and AI, we are really at a time where this vision is possible. Might not be -- was not probably the case 5 years ago, but now all the technology are making it possible. In order to be able to deliver that vision, we strongly believe that you need to provide to your customer a very, very structured set of digital system. What I mean a set of digital system means that on top of the asset, it's important that you help your customer to design, to control, to have a very strong data fabric and to build a very strong intelligence layer to act and make decisions. And that is basically the way we have seen really the construction of our portfolio over the past years and even today when we announced the acquisition of PTC.

And if we go a little bit more in detail on those systems, we believe that at the design stage, it's super important that you can help your customer to design both product, machine, processes and energy system. And this is where we see CAD engineering a very, very critical part of the portfolio. On the control layer, this is a place where we have been present Schneider Electric with leadership position in power and industrial SCADA with MES, with machine automation, and that's a place where Schneider Electric has been present, creating leadership position. When you go to the data fabric layer, as I mentioned, we understood that having a very strong historian with PI System was absolute must to succeed in the future. But we've also understood that if you want to create a very strong data fabric, it's also important that you can be present across the life cycle of the product with PLM, ALM and SLM.

And last but not the least, and that's something that I presented in July when we made the acquisition of Cognite, when we announced the acquisition of Cognite, we understood that creating the next level of intelligence will be possible if you are able to have those capabilities that will contextualize those data that will be able to make those data AI native on top of which you can build knowledge graph foundational model that will deliver the value that you want to deliver to your customer, which is ultimately creating eventually autonomous agents for automation and energy system, and/or, I would say, orchestration layer, which we are starting to do both on the Schneider and the PTC side already.

So in order to be able really to build this vision and to make it real for our customers, so a very strong system for design, control, data fabric and intelligence, you understand very logically that there were 2 pieces which were critical seen by us for the future to have one of the most comprehensive portfolio, the CAD layer, the PLM, ALM and SLM, which are really the different pieces, which help us really to complete systems of design, control and data fabric to make sure we can deliver stronger outcome for our customer. As you can see on that slide, we position where Schneider Electric has been. It's very important on that slide to insist on the fact that we are not building a system which is a closed system. It's a very open system, which is interoperable for our customer.

And starting from the physical layer, we want our customer to make the most of this connection of physical and digital, both with every single piece of our portfolio when it comes to EcoStruxure assets, but also third-party ecosystem. When we enter in a customer place, we are here to help them to deliver their business outcome, to deliver their objective, whether it is Schneider or non-Schneider product. You can see that on the design stage, we have already very advanced capability with AVEVA Unified Engineering, which has created a leadership position in the market, with ETAP in energy system. And here, and we said it many times, but important to remind to everyone that what makes also Schneider Electric very different is unique capabilities, both in energy and in process.

And of course, on the control layer, as I said before, extremely strong leadership position, thanks to the portfolio we have both with Schneider EcoStruxure, AVEVA and ETAP. Now when we go to the next layer, we complete, of course, what we have done. I said it already with AVEVA and PI System. And when I go to the next level of intelligence, today, I want to also mention that we have already built capabilities with AVEVA even before Cognite. We have built -- we know that PTC has built strong AI capabilities as well. But our vision for the future is that what we call the data cube in the CMD, which will become really a reference in the market where our customer will be able to unify their data around the data cube could be powered and amplified by Cognite. So we believe that Cognite could accelerate what AVEVA has started to do at the AI layer, and we believe it could be the same for PTC.

So when we complete all of that, we believe that together with PTC, we create one of the most comprehensive digital system of our industry. I insist really on one point, an open and interoperable ecosystem. It's very, very important for us and giving the choice to our customer to enter from any part of that ecosystem, but of course, benefiting from a company that could create a unique digital strength across all those different bricks. So you see clearly again on that slide, what PTC brings to us, product design and product life cycle management capabilities. So what is very, very important at the end is when we say all of that, if I try to oversimplify, what we want is we want really to deliver trusted energy and industrial intelligence at every level.

So really helping our customers to make decision eventually to make sure that it can be autonomous agent that can make those decisions. But we are combining really the Schneider Electric strength, how it runs, how we use energy, how we run process with the capability of PTC on how it was designed and built. And when we are able really to deliver this system of design across the different layers of digital, we believe we can really help our customers to have this loop where they can verify and improve, they can act at the control layer, they can understand and they can decide at the enterprise level. But let's make it clear, it's not only deciding about at the enterprise level, it's to be able really to have also all this intelligence going back to the physical world to make sure that at the shop floor level, you can act also autonomously to improve efficiency, productivity, resiliency and sustainability for your customer.

We have on the next slide, a couple of examples. We don't have time probably to describe all of them, but just a few of them. When we combine, for instance, we give the first example for an energy storage manufacturer, when you combine the capabilities of ETAP in electrical design and we embark that from the early stage of the mechanical design with PTC, we believe we can create unique value. For a machine builder, for instance, when we combine the capabilities we have with Automation Expert and PTC, we can inject open software-defined automation from the early stage and improve the efficiency and the same will be really with all our power automation capabilities. In data center here and even you can say for [indiscernible], we see very well that whether it's with EcoStruxure, AVEVA, when we combine with PTC, and I said it in my presentation, we can really enable autonomous operation, thanks to Cognite. So we have multiple examples like that, we believe, that are creating very strong case for complementaries and synergy, and at the end of the day, strong benefit for our customers.

So when we make this acquisition and if you look at what is the addressable market from a software standpoint, we multiply by 3, the accessible market for Schneider Electric in the industrial software world, including, of course, the total accessible market coming from PTC, mainly CAD, PLM as well as ALM and SLM. So it's a very strong addition from a market accessibility standpoint. If we want really to summarize on that slide, what are the strong complementarity between Schneider Electric and PTC. So as you understand, we are closing our portfolio gap at the product life cycle level. That's very, very important. This is what helps really Schneider Electric to go to the next level. This is the place where PTC has a very, very strong leadership capabilities.

When it comes to product asset data and AI, we believe this is a place where the 2 companies can help each other to go to the next level of AI contextualization and therefore, more benefit for the customer. And of course, when it means to the industry -- it goes to the industry coverage, this is where we complete our position from discrete to process with very, very strong position in the different market. When you look at the combination of Schneider and every time I say Schneider, of course, I mean Schneider, AVEVA and PTC, that make a total size of our software and services business, representing 24% of our group revenues, if you take '25 as a reference, which means 5 points more compared to what was Schneider Electric stand-alone.

So on one side, of course, as you can understand, a very strong contribution to our digital flywheel, but even more important, showing that it creates a very, very strong software, digital and AI powerhouse in the market that can really scale and make the difference for our customers everywhere in the world. Very strong recurring revenues portfolio, 89% of that portfolio being recurring, which is extremely good from a business standpoint, of course, and a very large customer base supported by extremely competent people across the different parts of the world between Europe, between U.S. and also with a lot of engineering capabilities in India.

So at the end of the day, one of your questions will be what really make us different? I do believe our major differentiation comes from the fact that we are open by design. It has been always a philosophy, I can say, since I've joined this company to be always open by design. Every time we develop system, we bring offer to our customers, we don't want to constrain them. We want to give them the capability to be agnostic, to be able to work across different vendors, both in software and hardware. But of course, because we have more capabilities than the average, we believe we can bring more value to our customers, then being open and interoperable by design is extremely important for us.

We do believe the second major differentiation is we are really on the way to build the next generation of industrial AI. So it's not anymore a vision. We are not anymore only at the data layer. We are now in the world of AI with one of the most powerful contextualization layer of the industry. And this is really a strong testimony that we have from all the customer of Cognite that we can bring now, of course, across the different layer of our foundation from product, asset and energy. And last but not the least, we want to be able to help our customers on their biggest challenge on where they want Schneider Electric to help them as a technology partner, both on the energy side, which is definitely one of the biggest priority for all organizations on the planet, but of course, on the process side to make their operation more efficient.

And last but not the least, of course, we are able to bring both energy and process capability across all end markets of Schneider Electric and PTC, which are building data center industry and infra market. So we summarized on that slide a lot that I've said already, a very strong complementarity when it comes to the geographical reach, a strong complementarity on the product offering from product design, engineering and service to operations, data, contextualization and installed base. And as I said, already a strong complementary on the end market where we both help each other to access new market everywhere in the world. So at the end of the day, of course, this strategic vision makes sense only if we deliver strong results.

And I'm going to hand over to Nathan to share more with you first about the synergies and the financial of this transaction.

Thanks, Olivier, and good morning, good afternoon. The strong strategic intent that Olivier just spoke about makes us highly confident in achieving significant synergies. We expect EUR 250 million of cost synergies to be generated in the next 3 years with approximately EUR 250 million of onetime implementation costs. Just to give you a bit of flavor, we've identified areas, including U.S. public company costs, procurement savings by leveraging the whole Schneider Electric platform and select infrastructure savings such as IT costs.

Additionally, we have EUR 800 million of revenue synergies clearly defined through 3 levers: cross-sell software offerings into complementary footprints, so having access to discrete and hybrid customers for Schneider's portfolio and process and hybrid customers for PTC; extend channels and market access by leveraging our large network of partners; and finally, AI-enabled digital threads such as agentic life cycle workflows as well as product, operations and energy intelligence.

As presented at our last Capital Markets Day, Schneider Electric is on an exciting financial trajectory, combining superior growth, profitability and cash generation. PTC is immediately accretive to Schneider Electric across all 3 financial metrics. First, PTC approximate 10% organic ARR and revenue CAGR in the medium term with a high-quality and recurring profile that Olivier already mentioned. Second, it brings approximately 85% gross margin and 40% adjusted EBITA margin before synergies. And finally, PTC cash conversion is above 100%. The result is accretion across growth, profitability and cash generation before considering synergies.

What we present to you today is a compelling transaction with significant value creation. We are acquiring 100% of PTC for $205 per share in cash, implying approximately EUR 21 billion of enterprise value. The transaction is valued at approximately 13x adjusted EBITDA, including full run rate synergies. The value creation base case includes, as I already mentioned, EUR 250 million of cost synergies and EUR 800 million of revenue synergies. And we are confident in delivering strong value creation for our shareholders across these metrics.

Moving to financing. The acquisition financing is secured through a full committed bridge and will fund the transaction with a mix of EUR 5 billion to EUR 6 billion of equity and with new debt. We are expecting closing by Q3 2027. Of course, it will be subject to customary regulatory approvals and a shareholder vote at PTC, which will require a simple majority vote. The transaction will create substantial value for our shareholders. First, and as just presented, PTC will be accretive to our financial profile and our digital flywheel. The estimated 2027 adjusted EBITA multiple step down from approximately 21x before synergies to 17x with cost synergies and 13x with all synergies. We expect the transaction to be immediately accretive to adjusted EPS before PPA in year 1, that's low single digit with phased synergies and mid- to high single digit, including full run rate synergies. And finally, the transaction ROCE is expected to exceed the WACC by year 5, including full run rate synergies.

The transaction financing is consistent with our 2025 CMD capital allocation framework. The total cash consideration of EUR 22 billion is guaranteed by a bridge that is fully underwritten by banks. We expect to finance the deal with EUR 5 billion to EUR 6 billion of equity that will be raised in the form of an ABO and EUR 16 billion to EUR 17 billion of senior debt that will be conducted across several currencies. In all of that, our 4 capital allocation policy pillars remain unchanged with a commitment to our category A credit rating, a commitment to our progressive dividend policy, a confirmation of our active portfolio management and a confirmation of the total quantum of our 2030 share buyback program with some pause over 2027 and 2028.

So Olivier, with that, maybe I'll hand it back to you for some closing comments.

Thank you very much, Nathan. So as you understand through the presentation, this acquisition is a really logical next step that further enhance Schneider Electric strategically and financially. We believe we are really creating a unique digital thread to lead the future of energy and industrial intelligence. Of course, we believe all the value creation in front of us that can start immediately. As you understand, we'll go through definitely a period of regulatory [ review ] where all companies will continue to operate separately. But once it's done, I do believe we can really create a lot of value immediately for our customers.

It's pretty much in line with what we told you during our CMD. So we are transforming our company strategically, operationally across 3 dimensions. Having a strong technology leadership is really what will help Schneider Electric to differentiate industrial intelligence, customer differentiation, which is really how we bring really all the value of that portfolio to our customer globally, regionally, locally. They have different type of go-to-market, and that's what Schneider Electric can deliver through this regional model, but also being able to engage at enterprise level. And last but not the least, of course, with a very strong focus on operational excellence, and you have seen that already in our H1 results, we believe we can continue to deliver strong value to our shareholders.

And I would conclude at the end of the day that the conviction that we have made is also really based on the quality of the people, the quality of the people we have seen at PTC under the leadership of Neil Barua, who has really created a very strong company, not created, I should say, but we have delivered very strong performance in the past cycle. We had the opportunity to get to know them, to have a lot of feedback from customer. And when you combine that with the strength that we have created together with AVEVA under the leadership of Caspar, where we've transformed really the company from the time of acquisition and tomorrow also with a great capability that we have in Cognite, I do believe we have the right people really to deliver on the next value creation for both our customer and our employee and of course, our shareholders. So we are excited. It's a lot of work in front of us now, but it's an exciting time really for Schneider Electric to get prepared for this next level of industrial and energy intelligence.

Antoine, over to you.

Thank you, Olivier. Thank you, Nathan. Look, we have covered a number of key aspects of the transaction and hopefully address many of the questions that you may have. Given the time, let's move straight to the Q&A. We have around 30 minutes remaining, and we would like to use that time to address as many of your questions as possible. So as usual, [Operator Instructions].

And with that, operator, please open the line for questions.

The first question is from James Moore of Rothschild & Co.

The next question is from Martin Wilkie of Citi.

It's Martin from Citi. So a question just on the timing of the deal. I mean, obviously, the share price of many of the industrial software companies have derated over the last year or so. I mean you mentioned you've been looking at PTC for quite some time. I'd be intrigued to find out how you thought about this over time given the derating in the share price over the last year or so. And in particular, how we should read into that? How you see this whole debate about the SaaSpocalypse, the fear about the changing pricing models because of moving from potentially user-based software pricing towards task-based, outcome-based things like that. Just to see how you thought about that whole debate about how you get the value from the software in the future?

Look, thank you very much. I guess there are some sub-elements in your question. So first of all, for Schneider Electric, what was really, really important is to make sure that we are strategically on what are the bricks which are very, very important for the future success. As you know, last year, we've explained to you during our Capital Markets Day, how we want to bring the next level of industrial and energy intelligence.

What was very important also for me because I hear also from you, there is a bit of a question on timing. Last year, the priority really for the company was really to make sure we are clear about where we want to go to make sure we turn around the company from an operational performance. And we really go in details to what will make Schneider Electric very, very different in the future. And we came really to the conclusion that definitely building a strong AI contextualization layer will be extremely important and complementing our capability in product design engineering will be also an important one. Now once you have said that, there are stuff you can do organically, stuff you cannot do organically. And it was very, very obvious that PTC came as a very, very strong candidate to complete this portfolio.

And then maybe I'll let you complete a little bit more on the rest of the question.

Yes. And maybe Martin, I'll step through the next 2 because you asked about 3 questions inside there. I guess from a pricing perspective, the way we think about the software pricing model is more that the seat and flex credit models are probably complementary. Whereas on life cycle applications, the seat base remains the industry standard. And for the operational flex credit is working for the AVEVA team. So we would expect to keep and maintain both those models, and it provided us with some flexibility, in fact, on monetization of AI use cases going forward.

Then you asked your very first question on value. And I think from a value creation perspective, as you mentioned, we've studied this business over some period of time. I'd say we've exhaustively assessed the value creation of the combined entity. I mentioned PTC has highly accretive financials, but I think it goes beyond that with the value creation that we can create with a fully integrated platform that includes revenue synergies and cost synergies, of course. And then furthermore, I guess, from a value creation, it's not just based on their trading value at an arbitrary point in time, but we're looking more at the long-term intrinsic value of the company, and that's what gets us comfortable there from a value creation perspective.

The next question is from Andre Kukhnin of UBS.

I just wanted to kind of go pretty much back to basics and just think about the convergence of process and discrete and what you've got there in process and you going entirely into discrete with this deal. Could you just help us to understand how exactly you're going to mesh these 2 together with the sort of not fully overlapping or likely overlapping customer bases? And how does that help with synergies creation here given that lack of overlap? And then maybe just as an additional point, with 2 large deals being done at the same time, Cognite and PTC, could you help us understand how this will be actually managed internally, who will be the key owners of these transactions within the Industrial Automation business?

Sure. Thank you for the questions. So maybe I'll start quickly by the second one. So you know that the way we've been managing really this business in the past year with the acquisition of AVEVA and PI, it was always to create a dedicated industrial software vehicle, which was led by Caspar. And we want to continue to have -- once, of course, we'll go over the period of closing for the company you've mentioned, so Cognite first and then definitely continue to have one vehicle.

I just want to insist that it will take a couple of months, and we are saying probably Q2 next year for the closing that the company will continue to operate. But definitely during that time, we'll work together with the management team on how to create a very strong software vehicle, the software vehicle, which will have different capabilities because even if it's one software vehicle, you want the different piece of the portfolio, AVEVA, Cognite to continue to deliver strong value to the customer. As I said before, we want to be open and interoperable. So it's about giving the choice really also to our customer, but definitely building strong synergies.

And last but not the least, we want definitely the software vehicle to be really the power -- software power of Schneider to take basically everything we do in energy management, in electrification to the next level when it comes to AI. So for instance, and something we've presented in July, and I presented in my slide today, Cognite will be definitely the AI foundation for everything we do in energy management in the rest of Schneider. So it will be an independent software company acting, working as a software company, very strong focus on digital and AI capability, but being also the strong vehicle that will transform the rest of Schneider Electric from a digital and AI standpoint.

Coming back to your first question, I don't see exactly what -- if you have something specific in mind. But what is very important, if you just take the example of synergies that we have presented in the document, we see a certain number of cases where the design engineering capability for product is extremely important. Let's keep in mind also that we are moving into a new world where data will be extremely important, where product will be more and more software-defined. And the company tomorrow that can, at the early stage, really combine mechanical, digital capabilities and being able to manage that across the life cycle will make a lot of difference in the market.

We see it, by the way, for us at Schneider in the way we develop our product, but we see also that for all the customer of PTC. So bring those capabilities together, we believe, will help us to go to the next level of intelligence. And what we mean by the next level of intelligence is being able to capture those data to manage them across the life cycle to deliver more value for a customer. And at the end of the day, it's also about all the cross-selling we can do in discrete between AVEVA and PTC, which will be also a strong value creation together with SCADA.

Yes. The next question is from Ben Uglow of Oxcap.

I'm interested in -- given that AVEVA and PTC are somewhat similar companies, could you say a little bit about the kind of practical aspects, whatever you can say now, of the integration? So in terms of any management retention or any employee retention that you're thinking of, does the headquarters stay the same? If we look at things like the sales channel and the customer channels, in order to get your synergies, you're going to have to put those together. So could you give us just a preliminary sense of how those 2 companies come together under the Schneider umbrella?

Thank you, Ben, for the question. So look, number one, you're absolutely right, we are operating in a highly competitive market. So retention of people is an absolute priority, and it's the case for the 3 companies that we have in the discussion today, which are, of course, PTC, Cognite and AVEVA. So I don't want to elaborate into the details, but definitely, retention of key people is something which is very high on the agenda, and we are already working on it.

The second point, when you speak about sales channel, organization and so on and so forth, it's really too early to say. As I said in the previous question, what I can share today is definitely we'll continue to operate in post-closing with one software vehicle with one leadership. That's very important at the top. But as I said, what we want at the end of the day is while we maximize the synergies that you can have in function, in different parts, in engineering is to make sure that at the end of the day, also, we protect the specialization of every single of those business. We have, by the way, at Schneider Electric, a lot of learning. You know that Schneider Electric in the past 20 years have been through a lot of acquisitions.

We know when it makes sense to be one Schneider, for instance, in data center and for very large customer and you bring all the capabilities of Schneider. But we know that there are some cases where we need to have highly specialized people to carry on one part of the portfolio. So the next step is, as you can imagine, and it has started already is really to imagine what will be the places where we need to be one versus the places where we want to stay highly specialized. But again, insist under one roof, which will be the roof of the one software organization.

Yes. The next question is from Gael de-Bray of Deutsche Bank.

The transaction will clearly broaden your software end market exposure, particularly in the automotive and aerospace segments, which are fairly new verticals for Schneider. So what's the rationale here? And how do you intend to deal with these new customer verticals from a strategic perspective?

Well, look, it's a very good point that you mentioned and it was in the presentation. Definitely, through the combination of Schneider and of course, AVEVA and tomorrow, PTC, we are increasing our scope, our access to market. We have a very simple approach at Schneider Electric, which is always to look at what are the targeted markets we want to operate in, but more important, how do we differentiate. So for instance, what I can share with you today at Schneider, I just said, for instance, data center, but I could mention about power grid.

This is what we are doing today. We build a differentiated strategy, what I mean a unique value proposition. And that's where, for instance, my colleagues from AVEVA, Energy Management and Industry sit together to develop basically what will help Schneider Electric to differentiate in front of the customer in each of these verticals. And the second point, which is very important is the go-to-market. So for certain number of strategic accounts and today, they are around 100 for Schneider in those key verticals. We want to make sure we operate as one. So we give the possibility to the customer to have one interface that will bring the different capabilities of Schneider.

So now with those new verticals that you mentioned coming from PTC, we have the same approach to say what is the unique value prop that we can bring to those verticals from a technology standpoint, making sure we develop eventually some extra [indiscernible] to differentiate even more and making sure after that, with Neil and his team, we identify who are the strategic accounts, the largest one they have in those verticals and to make sure they can have a very, very favorable treatment, special treatment from Schneider everywhere in the world because, of course, we do not speak too much about it today, but it's about the scale, it's about the geographical footprint. So it's about how we differentiate technology, speaking across the different parts of our portfolio is how we go in front of those targeted accounts in those targeted segments to deliver really the most of Schneider Electric in the different part of the world.

Yes. So the next question is from William Mackie of Kepler Cheuvreux.

My question really relates to risks. I wanted to understand there's a clear debate around integrated hardware and software players competing with pure-play software players. And this sort of transaction could affect the customer base of PTC. So how do you assess the dis-synergies from the deal as it goes through and the competitive response that may put pressure on your revenue goals? And perhaps also just with regard to the risk on closing, how has the process been run? And to what extent do you think PTC shareholders may require more of an open competition for their company?

Thank you very much for the question. So the first part of -- I'll take the first part, which is really a very important one. On one side, as I said and repeated several times, we believe there is a very strong merit to be open and interoperable because at the end of the day, you want to give the choice to the customer. That's very, very important. And by the way, I've been in the company for 33 years. I've been talking with customers every single week. And it's very, very obvious that even our customers, they don't perceive Schneider Electric today like it was 5 years ago. They don't perceive Schneider Electric only as a hardware company selling product. They see Schneider Electric more and more as a technology partner with a unique portfolio and being able really to provide different layers, different offer in an agnostic manner.

The second point, which is for me very, very important, our customers increasingly are buying integrated, connected and AI-enabled solutions. AI is really changing the game because our customers are going for higher business goals, higher productivity. Every single CEO that I meet is looking for higher productivity, higher efficiency, more resiliency. And they are really trying to figure out how you can really, from the shop floor, from the physical world to the digital world, make the most of the technology. So in some cases, they like to do their choice and go and buy different. In many cases, they are looking for a strong tech partner that can help them really to build a more integrated system. And that's agility we want to have in the market.

But AI is forcing somewhere a stronger integration around the data, around the contextualization. It doesn't mean that you need to buy everything from the same company, but the company which will be really able to connect physical and digital faster than the others and bring an AI contextualization faster than the other, I do believe will make a very, very strong difference. And this is basically what we are trying to do in our vision and even more today by bringing PTC on board.

Nathan, do you want to take the second part of the question?

Yes. I guess the other part of your question, Will, was more on the closing. And I think to start with, at this moment, we're going to be focused mostly on completing the agreed transaction with all the customary deal protections, right? So you'll see that in the merger agreement. And from that point of view, we have both the unanimous Board approval from both boards, right? So we go through the process with this offer of all cash. And furthermore, we're not going to have a -- I mean, our policy is not going to speculate on what type of interlopers we could have and hypothetical approaches afterwards, but that's really what we're focused on today.

Yes, sir. The next question is from Phil Buller of JPMorgan.

I understand the message that this is fully aligned with the framework from the last CMD. But I think most of us came away from that event with the view that the focus for Industrial Automation was almost exclusively about improving the margins. And we've now spent, I guess, $27 billion on M&A. So I guess my question is, what has changed? Is the AI disruption risk stepping up materially so you've had to double down to avoid being disrupted? Or with this approach, do you now see Schneider as the disruptor? As it feels to me like quite a lot has changed since the last CMD. I know we've also now had a change in CFO in that time frame. So I wonder what's changed and when we might expect also another Capital Markets Day, given the emphasis on IA.

Thank you very much for the question. Look, I don't think the strategy is related to the change of CFO. But let me clarify probably a very important point here. What we've said in the CMD, and by the way, it was before, during the CMD, after, which is very, very important for Schneider is to look at the end market. So we are not looking at our portfolio through the lens of only Energy Management or Industrial Automation. We are looking at end markets. We are looking at our customers. Our job at the end of the day is to solve their problems. When -- again, I was saying when I meet CEO who are telling me my goal is to deliver that much productivity, resiliency in the future. We look at end markets, we look at application.

And then we see that there is a very strong merit to have capabilities in energy, in energy management, in electrification, in process. And for us, Industrial Automation is not a stand-alone business. It's a business together with the rest of the portfolio that help us to deliver unique value to our customers. And I've said during the CMD that what has made Schneider Electric very different across the cycle is our balanced exposure from buildings to data center, industry and infra. And in all those segments, we need all those capabilities. You take a speed drive, which is qualified as Industrial Automation is extremely important, for instance, in building and data center. So for us, our strategy has been always to consider those different parts of the portfolio as being extremely critical. As you know, Industrial Automation, if reported stand-alone, has also to demonstrate a turnaround in profitability, which we have explained together with Nathan. But the most important part is to make sure that those different pieces they contribute.

The last point, which is very, very important, the more we are entering in this world that I was trying to describe where you go from the physical to the application to the data, the more it's important to combine all those unique capabilities for the different segments with product, machine, process and energy capabilities. So we don't see those activity as stand-alone activity. We see them as technology and our leader in technology have a responsibility to develop the most advanced technology that we combine together to deliver the best solution to our customers. And data center is, for instance, a very good example where we have assembled first a very strong portfolio at the build stage. We moved across the life cycle, and we leverage all the capability at Schneider.

So to keep really my answer a bit shorter, think about Industrial Automation with the rest of the portfolio as a set of technology that we want to develop to lead every segment, every application and to bring the most of energy and industrial intelligence for our customers. And at the same time, we'll make sure that every single activity, of course, has a strong profile when it comes to the margin standpoint.

Maybe Philip, I just had one short comment to what Olivier has already said. We remain committed on the margin improvement, right? I mean, you implied that this isn't. We absolutely remain committed on this one. And we remain disciplined also on our M&A strategy, right? Disciplined approach, opportunistic, has to have strategic fit, has to have the profitability profile, has to fit within Schneider's broader portfolio. So nothing changes versus those commitments from CMD.

Yes. So the next question is from James Moore of Rothschild & Co Redburn.

Apologies for my technical issue earlier. I've got 2, if I could. One on revenue synergies, the EUR 800 million, 33% of PTC's revenue, a very big percentage. Is there any chance you could pie chart your 4 areas of cross-sell, channel extension, geographic reach and digital thread and also phase the time line? Is it straight line? And basically, to flip those revenue synergies a different lens, how much is basic PTC revenue win versus Schneider automation revenue win? That's really the first question on revenue synergies. Perhaps I'll come back on ROCE.

Okay. So if we're going to split the 2 questions, then I can take this one, Olivier, on synergies. No. So James, I mean, the way we built the synergies is we've studied this over quite a period of time. Olivier has already mentioned that, and come with a pretty structured approach. It's highly complementary, as you described, with strong industrial logic and created the end-to-end, let's say, physical to digital AI platform that Olivier described. It's on product, right? So that's the data fabric, the design, the control that Olivier mentioned. It's on industries, and we've already answered some questions on process, discrete hybrid.

And it's also on go-to-market, so the customer and partner channels. As you mentioned, I'm not going to dimension exactly, but it is bidirectional, right? So it's cross-sell on both directions. And finally, we see those opportunities coming pretty closely after closing and then delivered linear over the midterm. So that can kind of give you a little bit of dimension on the timing. And from a confidence perspective, right, we have a strong track record of integrating those types of software assets. It's a long-standing relationship already with Schneider and PTC. I mean, remember, we're using PTC technology. So there's some intimacy there already. And that's how I would say we're dimensioning the revenue synergies.

And if I could follow up on the ROCE and just your assumptions, and apologies if you said it earlier, but I went off and had to come back on. I think you talked about a 10% revenue growth for PTC, is that including or before the EUR 800 million synergies? And on the margin side of the equation, I note that consensus has margins lifting about 600 basis points over the next 4, 5 years. Are you baking that in and putting EUR 250 million of synergies on top of that? And finally, what WACC are you using, please?

James, now you go to a few other questions. I can go on those ones for sure. No, from a revenue perspective, I mean, we build our case, of course, based on -- and you should build yours based on the consensus of the PTC business. So I think you understand quite well their growth, profitability and cash profile, which would imply, of course, that we look at revenue synergies as incremental to the business. I mean, that's how we bring the combination. And I've already mentioned the bilateral nature of those.

From a margin perspective, I think you can take the same assumptions around the consensus of the stand-alone businesses and then also the synergies that would come. And from a ROCE perspective, we expect the ROCE to be back in the 15% to 20% at a Schneider level within 1 year of the transaction closing. And we would expect the ROCE of the transaction ROCE to exceed WACC within 5 years. So that's how we dimension those elements.

Okay. The final question is from Max Yates of Morgan Stanley.

Just -- I wanted to ask about the timing of the equity component. So do you expect to wait until you have regulatory approval to raise the equity? Or would you do it sooner rather than later? And I guess in addition to that, I saw on the end market exposure, there's the mention of kind of federal and defense. Do you expect to have to get CFIUS approval? And do you see any sort of challenges with that given the sort of detail that you have looked at with the end market exposure?

Thank you for the question. Yes, I'll take the point on CFIUS. So you're right. We have to go through a certain number of regulatory approvals. CFIUS is one of them. We have some experience. You cannot never preempt the outcome, but we have some experience. We've done it already in the past year for a couple of companies. We are doing it right now also for Cognite. So we don't expect any major issue. We'll follow the process. And again, we have accumulated a certain level of excellence that give us the confidence that it should not be a major problem in the process.

I don't know if you want to take the other part of the question, Nathan?

Yes. And Max, just from an equity and debt takeout perspective, we haven't decided exact timing of those yet, but we would intend to derisk the financing pretty rapidly, as you can imagine. I think it all fits within our established treasury policies and practices to manage the key financial risks. So nothing else to add there, Max.

Thanks, Max. Thanks, Olivier. Thanks, Nathan. So with that, we are closing the Q&A. So as usual, thanks a lot for the attention and the interest that you have in Schneider Electric. Look, we are closing. Obviously, the Investor Relations team of Schneider Electric remains at your disposal in case of question in the next days. And we are looking forward to talk to you all during the Q3 earnings release that is, as you could see into the press release, anticipated to October 16. With that, we wish you a good day and talk to you soon. Bye-bye.

Thank you very much.

Thanks for joining Day 2 of the tech conference. We have PTC here and excited to have a product and kind of practitioner focus discussion. I think a lot of exciting things going on in the product development, AI impacting a lot of different industries that PTC serves. So excited to welcome Kevin Wrenn, who is the EVP of Products; and we also have Mike Maguire, newly appointed IR Chief from PTC. So gentlemen, thanks for making it down to our conference.

Kevin, maybe just for folks in the audience that are less familiar with you, give us an overview of your background, what are the areas that you're focused on at PTC?

Sure. So I've been at PTC for a long time, over 30 years. I spent the first half of my career let's say, implementing our products. That was ahead of our services organization for a decade. I spent the second half of my career in products. I was the General Manager of PLM and EVP of Products. These days, I spend most of the time customer-facing, sponsoring our most important clients.

Great. Great. I want to talk a lot about the announcements this week -- or sorry, this year, you recently hosted a big product launch event. But maybe just give a overview grounding for the audience here the PTC product offerings. You've talked about Intelligent Product Lifecycle in the past. So maybe some more details on that?

Sure. So PTC customers, we service customers across a bunch of different verticals. So I think industrial, FA&D, electronics and high-tech medical technology, automotive, they are main customers. And they share a certain set of characteristics. And that is they make our customers make highly complicated electromechanical equipment that's difficult to engineer. It's hard to manufacture, and we say have a long and interesting service life. And so when we talk about the intelligent product life cycle, the, let's say, the basics of it is that these companies, let's talk about, let's say, a rooftop air conditioner manufacturer a Trane or Carrier or someone like that. Their engineers are in charge of engineering next-generation products and that's their biggest focus. But in the end, engineers produce data for other people. So engineers produce data from manufacturing organization for the service organization for the marketing organization for customer success, et cetera.

And so our strategy around the Intelligent Product Lifecycle is that for companies that share those characteristics, it works the same way. which is all of that data originates in engineering and when changes happen, generally, it emanates from engineering. And so let me give you just an example that I like to use with customers to explain to you what it is. And so -- if you think about a mechanical part, any kind of mechanical part, starts as a set of requirements in, let's say, Codebeamer requirement system. Then an engineer will make a CAD model. They'll put PMI information on it, which is, let's say, manufacturing information, that part gets to be part of an engineering bill of materials. Then the engineering bill materials, the manufacturing engineer will turn into a manufacturing bill of materials, again, in Windchill, and a set of service instructions -- or excuse me, manufacturing instructions. And that data will travel. One place it will go is the ERP. When it gets to ERP, it turns into something different, either it's called like a material master or it's called master data. And from there, supply chain people make derivative works, order parts, fix suppliers, et cetera, et cetera.

Likewise, they send the same information to the manufacturing floor to manufacturing execution system to build the product. And that creates an as-built bill materials that you could send to a place like ServiceMax or Orbit to be an as-maintained bill materials. This is a simple example of how data, let's say, travels from engineering to all of these different places inside of the industrial enterprise for the purpose of speed and quality

That's one side of the intelligent product life cycle, let's say, forward propagation of data. The other thing is, okay, how do we react when there's a change. So let's imagine that the customer did all of that perfectly and then someone decides they want to change the supplier. The first thing they have to do is they have to say, okay, well, what's the impact? And the first question they'll ask themselves is like, okay, where is everything? Like how many parts do we have in factories around the world, how many parts do we have in service stocking locations around the world? How many requirements have been built specifically for this supplier. How many designs in process have already designed the supplier in. And so this is this idea of originating the product data foundation from engineering through all these other systems that house parts and bombs across the enterprise and then the ability to react to a change.

So at the highest level, that's what we're embarking on at PTC.

Okay. No, that's great. I wanted to dive in a little bit more on how things have changed in PTC with AI, I mean I think you having the privilege of over 30 years at PTC. You've seen a lot of different technology adoption cycles, but just give us a sense for how is the product organization embraced AI? What are some of the biggest increases in product velocity or productivity you've seen out of your team.

Yes. So like everybody, we let our engineers kind of experiment with AI. And what that started as, let's say, individual productivity improvements in, let's say, requirements gathering and product managers could automatically do prototypes and things like that. Where developers use -- do code generattion and test case generation. And the QA team started to create test harnesses and automation, all with AI and all individually. And then what we discovered is it's just like a factory, you're only as good as your slowest machine. So we've embarked on a more holistic approach to infusing AI end-to-end in the process. And I would say we're in Stage 2. We're beyond individual productivity now, let's say, coordinated productivity across different functions.

But ultimately, we're looking to have agents coordinate across the product life cycle to accelerate things. Have we seen throughput and better quality? Yes. But we're anticipating much more as we get this much more end-to-end process in place.

Right, right. And you recently held the PTC NEXT conference, I think it was back in June in Chicago and announced several new products. Maybe just give folks a quick overview, what you announced? And then what is early customer feedback been? And then I guess like given that you haven't -- like still a lot of these AI improvements are still to come, like why do these product announcements now? Obviously, you can do more later, but just give us a sense on what you announced and what customer feedback has been?

Sure. So we announced 2 big things at PTC. One is called Jetstream. The other one is called Orbit. We also announced a bunch of AI. So you can let me know if you want me to touch on all of it. But the big ones are important. So Jetstream is a collaboration tool that acts as, let's say, kind of a module of Windchill. So Windchill is our PLM system, our customers vault, version, change configuration control their designs inside of Windchill. And we found 2 things that we could help drive some value on. While, Windchill was a system of record, internally when engineers collaborate throughout the enterprise, there's folks that are not users of Windchill and so they have to do collaboration outside of the system.

So let's say they have to collaborate with a supply chain manager. That person would normally have a license of Windchill and so the engineers would collaborate with them through meetings. Now we have Jetstream where they can actually collaborate in, let's say, rooms, spaces, private rooms that they can do all kinds of collaboration on. And when they're done, they can bring that back into the system of record to, let's say, memorialize that in a configuration while being able to take, let's say, all of the collaboration notes and things like that back into Windchill.

The second thing is our customers have to -- they have to collaborate with their suppliers. And right now, they do it asynchronously. So you can send a package of data to a supplier. They can work on it and then send it back to you and it will find its place back in Windchill. But it's completely asynchronous. The second thing is our customers don't want their supply chain in their system of record because that's for all of their intellectual property. So Jetstreams lets you to publish a subset of information into a little bit of like a private collaboration room, just like you would do internally, but now you can do it with a supplier and when you're done, you can bring that back into Windchill.

And this -- the creation of Jetstream was really more at the request of our customers than anything. They were frustrated with the asynchronous collaboration process, both internally and with the supply chain. So the early feedback, it's in beta right now. has been very, very good, and we're excited. We're going to launch it here in October.

Great.

The second one is called PTC Orbit. So forever or for at least as long as I've been around, a lot of our customers have wanted to manage and as maintain bill of materials. Meaning while the product is in the customer's hands, you understand what the change in the bill of material is well, it's in use for 2 reasons. One is, so you can improve service when technicians go there, they can know what they're looking at, know what they're going to work on. They know the condition of it, so to improve service. Second thing in service so they could run campaigns throughout the installed base.

And then on the other side, we'll use the rooftop air conditioner example again, when engineers want to engineer the next generation of products, they sure would like to understand the repair history on the fleet or the different performance characteristics of the fleet in different regions, let's say. And so that's PTC Orbit. Actually version 2 of it is coming out here next month. Again, early days, but customer feedback is good and we're optimistic.

Awesome. Awesome. As we think about just the changes in the software industry in terms of packaging products. Obviously, PTC has primarily been a seat-based model. Frankly, a lot of the software end user-focused software has been seat models. How do you think that plays out, again, not this year or next year, maybe 3 to 5 years down the road? Is this still going to be vast, vast majority seat-based? Is there going to be more of a usage outcome-based component as you start integrating AI that can move from kind of a productivity enhancer to like a workflow automation? Like how do you see that playing out?

Yes. I think the answer is yes and yes. For the products that you all know us best for your Creos, your Windchill, your Onshape, your Codebeamer, those are going to predominantly be still seat-based pricing. However, when we think about the rollout of AI in various different levels, that's obviously going to add a consumption-based component to that. We're going to evaluate the types of AI that we're deploying out there. There's lots of different pieces. I think inevitably, there's going to be some level of AI that's expected to be by our customers that will be expected by our customers to be baked into a seat-based price. And that's just inevitable, not just for PTC, but I think across the board in much of software.

But as the complexity and the ability of that AI technology that we deploy scales over time and does more complex things, there will be a consumption-based component baked on top of that. So initially, you would go and you would purchase a certain number of tokens associated with whatever AI SKU that you were buying. And then once you work your way through those tokens within a given period of time, there'd be almost an overage consumption-based model on top of that where you would be required to purchase your own tokens.

From an outcome-based perspective, we're not necessarily there yet. I think it's an interesting idea, but we've had conversations about how you have to be very, very specific and succinct about what the actual outcome is you're driving and you have to be in lockstep with your customer on what that outcome is. So there's no issues when you go to charge them for it. So we're not necessarily there yet. I don't know if we will be there in the next 3 to 5 years, but it's something that we're exploring and considering.

And then the last piece would be in a world where agents obviously start to work with some of the workflow a little bit more external agents, we do anticipate charging in a seat-based way in the same way we would charge the human. And then on top of that, we have monetization tools as they ping into -- with API connectivity as they kind of ping into our system. So overall, that's kind of broadly what we think about from a pricing perspective.

Okay. And have you started to introduce some of the usage-based pricing today? Or is that maybe something you expect over the next year or 2?

Yes. Yes, we have. We have products like our ServiceMax AI product would be one of those examples where there is a certain level of consumption that obviously is baked into a base SKU for that ServiceMax AI SKU, but then beyond that, there would be consumption-based revenue that could be -- that would be generated.

And that model, it will be consistent on like, let's say, embedded AI inside each of the applications.

Yes, yes. Got it. Got it. And I guess just as we think about some of the product level changes or even the way that customers are deploying consuming PTC software. How much of that needing to move to the cloud as a prerequisite for AI. A lot of customers right run desktops, their own servers and a lot of these companies are complex regulated industries. Do those customers need to migrate their data to the cloud or they're kind of their CAD PLM environment to the cloud to take advantage of AI or how do you kind of think about that?

No. I mean as you said, the vast majority of our installed base is on premises. And so we access large language models, it's hybrid. So their data will stay on their tenant and access let's say, the large language models through the cloud. All of -- let's say, all of our LLM works that way. So if you're a Windchill user, you can be either on-premises or in the cloud and you can leverage AI. You can also get it through our subscription of Azure. You could also -- we can also make it go through their own subscription of Azure, but it could be hybrid.

Yes. Yes. And I guess going back to maybe some of the internal stuff you're doing with AI, like what are some of the big tools that you're using within the product and engineering organization and like are there specific processes that maybe you could talk about that have seen the biggest ROI or productivity gains?

Yes. I mean, I guess, the measurements have been vague to be honest so far. But you see very, very interesting things happening. So at PTC, the way things work from a product manager, a product manager is market-facing and then we have something called the technical product manager. Converts that into things that R&D folks can work on. Now all of a sudden, because the product manager can use Claude to do a prototype, a lot of those things streamline the communication with the developers and starts to make us think like, oh, okay, can we now collapse that role into a single role and take a bunch of time out of the process. And it seems like that's happening right now in pockets, and I talked about that before as trying to, let's say, institutionalize that or make it more of a durable process.

That's happening -- a lot is happening on cogeneration and code, let's say, quality assurance. The other thing that we're seeing a huge impact is response to customer issues. When we get into really, really complicated customer issues and really sophisticated IT environments, we now can solve something in technical support that will take hours versus what sometimes would take a month to troubleshoot. So we're seeing improvements all along the life cycle. And right now, we're seeing everything through these keyholes. And what we're trying to do is, let's say, make it uniform across the process to get, let's say, rising tide to lift all boats.

Right, right. I wanted to ask you, as we've just seen a lot of lines over the last week with some of the frontier models -- Astra release some other kind of AI-focused CAD models coming out in the market. How would you sort of characterize what is coming -- what's been released, what is coming and -- is this an opportunity? Or is there an opportunity to partner with them? Or how would you just sort of distinguish what the Frontier is building that some investors are viewing kind of encroaching on your space versus kind of the reality of when you're speaking to customers?

Sure. I mean from our perspective, we're excited about the developments of large language models and CAD. Fundamentally, if you think about just the mathematics of CAD, it's like deterministic and it's complicated to, let's say, resolve mathematics on edges and surfaces and things like that. Those are all, let's say, mathematics. And we don't think that training on large amounts of data of CAD models is going to work. What we do think is that what LLM are really good at is generating code. And what we can do is we can use code to generate CAD models. And so rather than text to CAD, and I'll tell you some other reasons why I think that won't work, we're saying text to code to CAD.

And if you can go to next and you can see a presentation by the Onshape folks about FeatureScript and doing designs in Onshape with that same motion, code to text to CAD. So the code creates, let's say, API calls that uses normal end-user motions to create a CAD model, which will let you automatically produce a CAD model, but it also will produce a CAD model that an end user can adjust.

We also think that there's a lot more to CAD than just getting a shape as quickly as possible. You also have to consider what we're building it for our own factories. We're building it because we want to incorporate these suppliers. And so for us, we think the future of text to CAD isn't text to CAD. We think it's text to code to CAD. And I think for the CAD industry, not just PTC, it creates an opportunity because why would anybody want to try to recreate the complicated mathematics that the leaders in CAD have figured out over the last 40 years rather than just figuring out how to leverage it and drive those models.

Furthermore, on our internal research, doing engineering isn't just CAD, doing engineering is engineering. And so you need to do all other kinds of things like understand the environment that it's going to be in, understand the reliability requirements, manufacturability, et cetera, et cetera. We think large language models can help with that as well. Our research is proving that out. But what it also does is produce a lot of other data that you'll need for compliance, regulatory explainability reasons of why you came up with the design. So we think that text to code to CAD also creates a data management opportunity for things like ALM and PLM.

Yes. No, that's an interesting way of framing it. As we think about some of the core products, maybe stepping back from the AI conversation for a moment, as we look at your CAD and PLM franchises. They've obviously been dominant franchises out there in the tenure that you've been at PTC. I think you guys have, at least based on my remembrance over the last few years, have called out kind of more competitive wins and replacements. And I know some of your competitors in that space have struggled maybe distracted with other M&A. Can you just frame for us how you see the market share, competitive dynamics within CAD and PLM and does a CAD or PLM migration, does that happen a little faster now because of some of these AI tools that can assist with that migration?

Yes. I mean -- so yes, we haven't first to answer the last part of it. We haven't seen AI magically help convert CAD from CATIA to Creo or vice versa, we haven't seen that. Although if that did happen, it would fundamentally change the market, I think. But from our perspective, we have 2 CAD systems. We have Creo and we have Onshape and our goal there is to take a disproportionate of shifting seats there. Folks who are coming off CATIA are coming off of SolidWorks, which seem to be the most vulnerable. So to win a disproportionate amount of those -- of course, Onshape is a displacement business 100% practically. So that's -- and we're after that. And we have some success both with CAD and with Creo there.

On the PLM side, displacements do happen. And it's when companies are reevaluating their PLM choice, either by -- they implemented their first PLM system in the early 2000s, and they realize like, okay, the system itself is antiquated or their implementation is flawed? And they want to build this digital foundation and they decide, okay, we're going to go out for bid. I mean, we won a deal at a large medical device manufacturer a couple of quarters ago that went through that. And we're seeing the rumblings of this happening as people evaluate their digital transformation. And some of it actually comes on the heels of the SAP/4 HANA migration that when they're looking at that, looking at consolidating, let's say, all of their ERPs down from multiple ERPs to 1, they're starting to say, okay, well, another big part of our data estate here is PLM and ALM, and we'd like to consolidate that down to one. And so we're seeing some real opportunity there. That's from the displacement standpoint.

For PLM, anyway, the biggest part of the growth opportunity is expansion actually.

Yes. And then you touched on ALM a little bit, but I would love to ask you about Codebeamer, which I think has been one of the stronger growth areas and particularly in the automotive space and it's clearly getting a modern vehicle today, the complexity of the electronics software is orders of magnitude larger than just a few years ago. So -- how do you -- how would you kind of characterize where we are in the Codebeamer adoption cycle? How -- what does your share look like internationally versus the U.S.?

The biggest share we have in Codebeamer in Europe and mainly because that's where they were founded. And we have good presence in automotive because that's what they're focused on. And so we're at BMW and VW and TMC and Mazda and we're also in Tier 1 suppliers like Schaeffler and ZF, et cetera. So in automotive, we're going to continue to go there and one of the interesting things is, we're winning with Codebeamer in places that PTC has never been before. So Renault cars, for example, is a Codebeamer. Mazda is a Codebeamer customer, not really a customer of any other. So there's opportunity to cross-sell the rest of PTC in there. So automotive is still an expansion opportunity for us. The automotive supply chain is still an expansion opportunity for us.

The next industries that we seem to have some traction is in safety and compliance critical industries because of the strong traceability in Codebeamer. So think medical device, FA&D, anything that rolls. And so those are good opportunities for us. Of course, there's a big opportunity here in the U.S. with cross-sell into the Windchill base of Codebeamer and so I would say the first tranche of Codebeamer was to go into the customers that Codebeamer had landed and expanded. That's what we saw at BMW. The second one was to try to win new automotive customers in places where we can like in Japan. And now the big thing is cross-sell into the Windchill base with this idea of we call integrated product engineering, so connected requirements management with PLM.

I see. Okay. And then maybe touching on ServiceMax, I think that business has faced some challenges with some elevated churn maybe seems to be turning the corner a little bit. What -- I guess, what -- what were some of the challenges you've seen with that business? And like what's kind of the biggest opportunities going forward?

Yes. I think -- so I'll start with the challenges that we have first and maybe you can talk about the opportunities. I think some of the challenges that we saw in that business was -- as we've discussed before, we did some -- we did have elevated churn over kind of a 2-year period as some of the contracts that came up for renewal ultimately needed to be downsized in terms of seat counts and things like that. And we kind of -- we have been going through this go-to-market transformation for the last 2 years with our customers on really meeting the customers where they are and really trying to listen and understand to what their needs are across our product portfolio. And part of that did, in turn, come from some churn upon renewal.

We do feel like we are through the bulk of that and the vast majority of that kind of elevated churn. We do anticipate ServiceMax to still be dilutive to growth. But we're excited about some of the opportunities with ServiceMax, AI and others, and then you can kind of talk about those opportunities there.

Yes. I mean, I think ServiceMax AI in the installed base is a really good opportunity. The team is really accelerating road map there. And then we just have to figure out the cross-sell into the Windchill base. really. That's the thing that we haven't yet quite figured out in this idea of Orbit and an as-maintained bill of materials is an attractive thing to our customers.

Yes. Okay. That makes sense. As you think about just kind of the dynamics. Maybe this is a question for Mike, but on the way that you're approaching customers from a contracting perspective, right, there were some changes with this move to CPP and new sales leadership, I've seen new leadership with the company CEO and CFO over the last few years. I guess there's maybe 2 questions. Like one, can you just unpack the financial implications of that move to CPP, how investors should be thinking about that layering into growth? And then maybe the second more strategic question for Kevin is just the way that you're engaging -- the go-to-market team is engaging with PTC customers? Like how is that enabling you to get in and have more conversations from -- and basically showcase all the things that you're doing on the product side.

Yes. So the changes that we made from a perspective was we had a process called NTE 8, not to exceed 8%, which was essentially a negotiation with the client, upon renewal on what the pricing uplift could potentially be at renewal. We typically drove roughly 1% to 2% annual pricing uplift on renewal in those negotiation processes. We've shifted over -- we did an evaluation of kind of our overall pricing out there in the market, and we felt -- we felt comfortable with shifting to a process that we call CPP, Customer Price Protection, which is a baked in realized pricing uplift annually of 3% to 4% into our contracts.

This shift will -- our contracts on average are -- the majority of our contracts are 3 years in nature. So this shift really went in full force in Q2 of '26. We started doing it with some clients as early as last year, but at full force, Q2 of '26. It will take years essentially for that to fully flow through the entirety of our client base. But so far, we've seen pretty reasonable success in terms of being able to kind of get customers comfortable with this type of pricing model moving forward? And then maybe you can talk about some of the motions that we've seen overall as you said.

Yes. I mean the big thing that I get involved in is expansion and expansion to do this, this data foundation we're talking about. And I often get involved in value conversations with customers and with our go-to-market team. And customers always put value into a few categories when they're talking to us. One is engineering productivity, One is cost of goods sold and the other one is usually cost of poor quality. And oftentimes, we're talking to the engineering folks and they're trying to center the value of a PLM system on engineering productivity or amount of engineering hours.

And the conversation will have them. And we say, okay, well, how much do you spend on product development overall as a percentage of revenue? And our whole installed base will fall in a range somewhere between 2% and 7%. Then we say, okay, how much do you spend in cost of goods sold? In the range there is usually like, 45% to 65%. So the whole idea is let's focus your value case on getting after a metric that you can have a huge impact in the company versus trying to say, okay, great, our engineering productivity has improved by 10%, not a solid notice. But if you can make an impact on cost of goods sold or cost of poor quality, makes a huge, huge impact.

And so that -- those kinds of conversations are driving expansion into things outside of engineering related to PLM and ALM and other things.

Okay. Great. Well, it looks like we're right at time. This is an awesome discussion. Kevin, thanks so much for joining us, Mike as well, and appreciate everyone attending the session, and we'll wrap it up there. Thank you very much.

Thank you.

Good evening, ladies and gentlemen. Thank you for standing by, and welcome to PTC's 2026 Third Quarter Conference Call. [Operator Instructions] I would now like to turn the call over to Mike Maguire, PTC's Head of Investor Relations. Please go ahead.

Thank you, operator, and good afternoon, everyone. Welcome to PTC's third quarter 2026 conference call. On the call today are Neil Barua, Chief Executive Officer; and Jen DiRico, Chief Financial Officer.

Today's conference call is being broadcast live through an audio webcast, and and a replay of the call will be available later today at www.ptc.com.

During this call, PTC will make forward-looking statements, including guidance as to future operating results. Because such statements deal with future events, actual results may differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements can be found in PTC's annual report on Form 10-K, quarterly reports on Form 10-Q and other filings with the U.S. Securities and Exchange Commission as well as in today's press release. The forward-looking statements, including guidance provided during this call are valid only as of today's date, July 29, 2026, and PTC assumes no obligation to update these forward-looking statements.

During the call, PTC will discuss non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation of the non-GAAP financial measures to the most comparable GAAP measures can be found in today's press release made available on our website.

With that, I'd like to turn the call over to PTC's Chief Executive Officer, Neil Barua. Neil?

Thank you, Mike. PTC delivered another strong quarter in Q3. In particular, I'd highlight the $60 million of net new ARR we generated. Year-over-year constant currency ARR and free cash flow growth, both exceeded the high end of our guidance range. There are a lot of positives from Q3. Our intelligent product life cycle solutions continued driving customer demand and business performance across verticals, geographies and products. Our customers face growing pressure to shorten development cycles, improve resilience and compete in an AI-driven world. They understand that their product data is a strategic enterprise asset to help drive better decisions and are turning to our CAD, PLM, ALM and FLM systems of record to build their product data foundations. From an execution standpoint, we have turned the corner with our go-to-market transformation. We are seeing the results of the transformation in our customer wins, including deeper vertical expertise executive level engagement and better cross-team collaboration. We had several notable wins this quarter, some of which are referenced in the appendix. But as an example, these results played an important role in a Q3 competitive PLM win with a major defense contractor to help modernize engineering operations for one of its critical business segments.

Q3 also reinforced that our product and AI innovation is taking hold with customers. AI will be a tailwind for our business because AI requires our systems of record and the product data stored in them to be effective. Our system structure product data in the context of engineering and service workflows, whether it's product design, a specific product configuration or a service work order. We then apply AI to the structured contextualized data so it can complete increasingly complex tasks. We also provide the governance and access controls that are essential for safe and trustworthy AI use. We are encouraged by our AI progress and the potential in front of us. We continue delivering on our road map with the recent releases of Creo AI, our AI-native PTC Orbit product and the launch of Onshape Labs. OnShape is strongly positioned for AI. It's cloud native architecture, highly scalable data model and built in collaboration make it ideal for AI workflows with humans in the loop. More broadly, our customers tell us our embedded AI capabilities are the fastest path to adoption and value because AI is delivered in the context of trusted systems and governed outflows.

In Q3, we won our largest AI deal ever, a near 7-figure ServiceMax AI deal with one of the world's largest industrial automation companies. This is a long-term customer that builds a strong product data foundation with ServiceMax. ServiceMax AI uses that foundation to deliver technicians relevant information via natural language interface, eliminating time spent searching documentation. The customer validated the approach through a pilot with service technicians showing that ServiceMax AI can reduce technician preparation time by 50% and deliver 4% net productivity improvement across the service workforce. As our customers embrace AI, one of their top priorities is protecting their intellectual property, their designs, configurations, bill of material, source code and more. They are hesitant to hand this data to the frontier model providers for security, regulatory and competitive reasons. Instead, they need this data to remain inside governed enterprise environments with appropriate permissions, process context and controls. They increasingly want frontier models to operate as infrastructure, while trusted systems like PTCs provide the data and workflow layer where critical product work is performed.

From a commercial standpoint, AI is already increasing the strategic importance of our systems of record and the product data foundations they manage. We expect adoption to progress from focused workflows with clear customer ROI through broader deployments as customers connect more product data and teams across the life cycle. That creates value for customers today and, over time, expands our share of customer spend through direct adoption of PTC's AI capabilities. We expect these stand-alone AI capabilities to become a more meaningful contributor to ARR over the next few years.

Overall, Q3 was a great start to the second half of the year, and our performance reinforced the major themes and proof points of fiscal '26. We are entering Q4 with stronger execution growing strategic relevance with customers with our intelligent product life cycle strategy and increasing confidence that AI will expand the value of our portfolio over time.

With that, I'll turn the call over to Jeff.

Thanks, Neil, and good afternoon, everyone. Q3 was a quarter of strong and consistent execution, highlighted by $60 million of net new ARR and broad-based strength across our key financial metrics. We continue to see solid demand capture in our go-to-market motions and encouraging early traction across our AI offerings. Given the momentum we have built and the opportunities in front of us, we are entering Q4 from a place of strength and are well positioned for a strong finish to the year. This is why we have chosen to increase the midpoint of our annual ARR growth guidance to 9.25%. At the end of Q3, our constant currency ARR was $2.448 billion, up 9.1% year-over-year, excluding Kepware and ThingWorx, above the high end of our guidance range. In Q3, we generated operating cash flow of $261 million and free cash flow of $249 million, exceeding our guidance range for both metrics.

Turning to capital return. In Q3, we repurchased $525 million of common stock, more than double our previously provided target reflecting opportunistic open market share repurchase and what we viewed as a compressed stock price. This outsized repurchasing decreased fully diluted share count to 115 million shares in Q3. For the full year, we expect common stock repurchases to be approximately $1.625 billion, an increase to our previous guidance of $1.225 billion to $1.325 billion. We expect our fully diluted share count to decrease to approximately 116 million shares for the full year compared to 121 million shares in FY '25.

With that, I'll take you through our guidance. In fiscal '26, our constant currency ARR excluding Kepware and ThingWorx, we have raised the low end of our guidance and now expect growth of approximately 9% to 9.5%. At the midpoint, we are guiding for a net new ARR of $214 million. This increase to the midpoint of our guide and the tightening of our guidance range reflects both our go-to-market execution as well as the pipeline visibility the team has prioritized over the past two quarters. Consistent with our commentary in prior quarters, we expect a considerable step-up in net new ARR in Q4 compared to Q3. Our confidence in Q4 stems from the combination of strong demand generation and a meaningful increase in deferred ARR that we expect to convert into ARR during the quarter. In Q4, for constant currency ARR excluding Kepware and ThingWorx, our expectations correspond to a net new ARR range of $79 million to $92 million.

Moving to cash flow, revenue and EPS. As a reminder, the Kepware and ThingWorx divestiture did not meet the criteria for discontinued operations and therefore, historical financial statement amounts have not been recast. This impacts the year-over-year growth calculations for revenue, EPS and cash flow as fiscal '26 includes Kepware and ThingWorx up until the divestiture on March 13, 2026, whereas fiscal '25 includes Kepware and ThingWorx for the full year. With that, we continue to expect to generate approximately $850 million in free cash flow in fiscal '26. For Q4 '26, we are guiding for free cash flow of approximately $15 million, lower year-over-year due to the capital gains outflows from the divestiture of Kepware and ThingWorx that are expected to occur in Q4. While the business remains focused on ARR and free cash flow, we're also providing revenue and EPS guidance to help you with your models. In Q3, revenue of $600 million was below the midpoint of our guide, reflecting only the shortened duration of a single large contract expansion. Deal durations across the broader business continue to hold.

When coupling our Q3 performance with our current expectations for Q4, we feel comfortable raising the midpoint of our fiscal '26 revenue and non-GAAP EPS guidance. For fiscal '26, we are updating our revenue guidance to $2.69 billion to $2.75 billion, and we are updating our non-GAAP EPS guidance range to $7.87 to $8.42.

In closing, I'm proud of Team PTC's execution and the progress we've made across the business. The intelligent product life cycle remains highly relevant to our customers, and we are increasingly optimistic about the role AI can play in accelerating value creation across our portfolio. I'd like to thank our employees for their continued dedication and focus.

With that, I'll turn the call back to the operator for the Q&A session.

[Operator Instructions] And our first question comes from the line of Joe Vruwink with Baird.

I want to ask, there's been a lot of coverage even since just the last earnings report on how open source models and commercial models are starting to engage more with CAD and PLM systems. I think there's also been a renewed focus on the importance of industrial data and there's been new ventures trying to take a stab at the engineering ecosystem with various data strategies, synthetic data strategies. I guess all of that leads me to ask, what does PTC make up all of this over recent months? And are you noticing any changes out of customers on thinking that maybe warrants changing your own approach?

Joe, thanks for the question. Let me say a few things on this one. So as you know, PTC has been in this space for over 40 years. We've seen new entrants come into this market multiple times over that time. What's really kept us, and you're seeing it in the results this quarter and what we've been talking about the last number of quarters is that close relationship we have with our customers is resulting in what we're seeing as the value of PTC and which I'll talk about, the strength of our products, the critical products to our customer operations. And quite frankly, you're seeing a level of innovation to make sure we stay at the forefront with our customers. That obviously now includes AI. So if I comment specifically on your question around AI-focused startups, we see a lot of talk about new interfaces, but I want to be crystal clear the structural advantage here at PTC is that the data and process level. If you think about making airplanes, cars, medical devices, you need strict governed workflows. And with all your product data in context in a manner that can be audited, it trades for regulatory reasons, and it's super complex and sophisticated work, and that's why PTC systems of records are so valuable. So we've been doing that for 40 years, Joe, and have close relations with our customers, and we don't see this suddenly changing in any of our customer conversations. You could see the momentum that we've built here at PTC. That's the result of the innovation, the trust that our customers have in modernizing with us the product data foundation, building AI with that context. We're obviously -- in summary, I'll say, we're obviously watching all that's happening in the ecosystem but we're really focused on what we are seeing the energy around and the actual results, which is driving more customer demand, enhancing our products, building new products and making more progress with AI. So we're really energized by the position we're here within the questions that you're asking, Joe.

And our next question comes from the line of Matt Hedberg with RBC Capital Markets.

I guess for either of you, given what seems like a stable selling environment, it was really good to see you take the low end of the conscript ARR guide up this year. You spent a lot of time talking about new product innovation. I think we have to be patient with AI, but it seems like it's coming. Jen, you talked about deferred ARR balance growing. I guess I'm wondering, I know it's still early for '27 -- fiscal '27, but can you outline a path to low double-digit ARR growth. I mean, I guess, what has to happen from your perspective? Because it feels like there's increasing tailwinds at your back.

Yes. Thanks for the question. I laid out context on last quarter's call around this. And even with the increase in our guidance from 9% to 9.5%, that context still remains. And what I shared last quarter, was that for us to accelerate growth. What you need to believe at a minimum is that we can, on a net new ARR business perform on a like-for-like basis next year as we did this year. And then you add in the deferred that we already have on our books, you would see an acceleration. And I would say we're still -- we're doubling down on that statement even with the fact that the now midpoint of our guidance for this year is 9.25% versus 8.5% a quarter ago.

And our next question comes from the line of Daniel Jester with BMO Capital Markets.

Maybe we can just spend a moment hearing the feedback that your customers had on some of the new products that were announced. I know you spent a lot of time with them in Chicago in June. So I'd love to hear what there we're sharing with you about them.

Yes. Thanks for the question. So what the majority of the feedback we're getting is an energy and excitement from our customers around the innovation that's super relevant to what the customers need, whether it be the release that we're making with the releases that we're going to do for PTC Jetstream or orbit or all the AI releases that we're doing it is accelerating our customers' appetite and requirement to use PTC to get the benefits of AI. And so that's shown up now in a number of these examples that we gave, but more broadly than the examples across what we've been seeing the last number of quarters, which is an energy and an urgency to go modernize their product data foundation because they want to take advantage of this new innovation, and they got to get their digital house in order using PTC in many cases, to displace other tools to standardize across our great products because to get the value of our AI capabilities to get the value of the new innovation, they need to modernize with PTC. And that's showing up. And so I was very enthused by the feedback we got from Chicago extremely enthused by the way, over the course of this year and starting in Q4 of last year, as we're saying, we've now turned the corner of customers really understanding the value proposition of PTC how we're approaching them, the messaging and the innovation around it. So we're energized about the feedback that we've gotten since then and during the course of the last number of quarters.

Our next question comes from the line of Jason Celino with KeyBanc Capital Markets.

This one is for Neil. We've seen some really cool things with AI and designing stuff with LLMs, and it kind of leads to better engineering efficiency. So my question is what -- how this might play in like the engineering market. Some industries are growing, some aren't. So how do you see AI affecting like underlying engineering headcount growth?

So let me start with, we see AI as accelerating the utilization of what PTCs to deliver, first and foremost. How that happens is actually -- I'll give you an example, Onshape, which is an incredible board in the cloud scalable cloud native architecture, building collaboration, ideal for AI workflows. We're seeing that actually being utilized by AI foundational models, AI start-ups to actually complete the design process to accelerate and enhance design processes that are done either by agents or human beings, but using Onshape as the central point to execute that. We see that as a massive lift. In fact, the API calls to Onshap by AI-related start-ups is tripling just in a few months, and it's just started to do that, which is indicative of that gaining momentum around using PTC's system of records, the product data foundation to use and get value of outcome of AI. And so we're seeing that happen. We gave you the example of service back in the service world, how AI is now giving real outcomes and efficiencies in real hard dollars to our customers on deploying it. So our point of view right now is that AI is going to be an accelerant over time. In some cases, the examples like already is happening, but we believe this will be a mid- to long-term accelerated on AI individual monetization opportunities, while at the same time, doing what's happening with Onshape, which is I want best-in-class AI interface to a CAD tool. So let me actually give all the competitive tools that we're using for CAD and actually have on shape, be the actual product data foundation for our CAD tool to leverage AI. We saw that in massive win. In fact, Onshape's largest win this -- it ever was this quarter with a company called Winnebago, where that's actually what has inspired them to move to Onshape. So we're seeing that within Arena, ServiceMax, Onshape and now lastly, in some of the things that we're doing with Windchill, Codebeamer and Creo. So we feel good about that over time, having scaled outcomes to our customers using AI.

And our next question comes from the line of Andrew DeGasperi with BNP Paribas.

I wanted to maybe follow up on your prepared remarks, you discussed this large windshield deal that was a competitive win. Just wanted to maybe understand, like has something changed in the market that has led you to win that deal? Maybe you could just elaborate a little more like what went behind that?

Sure. Happy to talk about it. So just as a matter of fact, the number of displacements or an aggregate value of displacements year-over-year has doubled at PTC, which is indicative and shown in some of the customer slides that we said. But across the board, we're starting to win more customer displacement. And what's driving that. And in this example, is customers are realizing with the vertical expertise with all the go-to-market transformation, the messaging, the product alignment are realizing to take advantage of great technology like AI, but also to remain relevant in a geopolitical world supply chain risk, et cetera. They need to modernize their product data foundation, and they're choosing PTC. We have the most advanced products. We have the most advanced AI road map, and we've proven it across the verticals that we operate in with real depth and our sales and marketing team are doing a much better job than 18 months ago, showing that consistently. And that's why our customers are choosing to come with us expand the portfolio with us, in some cases, win new displacements across other products that are actually in their ecosystem that they want to consolidate on to PTC. And that's what we saw in a specific example, but it's happening at scale now across the board.

And our next question comes from the line of Saket Kalia with Barclays.

Nice quarter. Neil, maybe for you, I want to pick up on the thread a little bit because it's super interesting as a trend to talk about PLM as a sort of a system of record for AI for your customers. And maybe the question is, can you just talk about how urgent that conversation has become with customers? And as you think about sort of that multiyear opportunity, there's clearly opportunity to displace competitors, right, that's happening at an accelerated pace. But do you think you can also expand the TAM for PLM as well? Sorry, there's a lot there, but does that make sense?

Yes, Saket, thanks for the question. That's actually what we're starting to see, which is, again, go back to the strategy of the intelligent product life cycle. Make sure our customers have the strongest product data foundation by which they can then layer on intelligence in some cases, and in aggregate, AI, which is what we're doing in parallel. Part of our intelligent product life cycle strategy is to make sure we democratize product data across the enterprise, which in effect, increases TAM. So as a case in example, PTC Jetstream, the product that we announced at PTC Next, which is live in beta right now and is getting released in the beginning of Q1 in GA of '27, that actually takes the incredible things that are derived from design and configurations from Creo and Windchill and propagates that to the supply chain by which they could actually utilize that capability to have faster times by which companies that are deploying Jetstream could actually design, produce and manufacturing service products. So we're seeing that as one leverage point. The main thrust here in summary is that as we're getting the expansion of PLM, the modernization of PLM. The consolidation of PLM into the best-in-class PLM system in the world, which is Windchill, we're now being able to leverage things like Jetstream leverage AI modules within Windchill to do more. Last point I'll make is Arena, which is our born in the cloud PLM solution is also doing the same thing. We have advanced our AI capabilities and read much faster, and what we're seeing there is that there's a -- we call it supply chain intelligence within Arena. What it's doing is it's embedded into PLM. It's increasing the number of eyeballs and seats by which are needing PLM, consolidating other systems onto our system, but allowing an expansion of our capabilities in other parts of the organization that PTC never played in. So to your point, our energy, when we set forward with the strategy and summary of the intelligent product life cycle to make PLM the pinnacle, the nerve center of what we're doing is now allowed us to expand and create innovation, AI as well as core capabilities to expand to other personas. And we're starting to do that. We're starting to see it, and we're very enthused about what that looks like.

And our next question comes from the line of Ken Wong with Oppenheimer.

With the fiscal 3Q net new ARR at $60 million above prior 3Q levels and the upper half of fiscal Q4 also above historical levels. Neil, when looking at the sales operations now, are we where you envision when you initially started the go-to-market changes, or are there still kind of more benefits to come?

So Ken, thanks for the question. Just to rewind the tape, the baseline where we are right now, where we're taking things. We started this transition as many of you followed us 18 months ago. We've talked about the progress and improvements over that time. It's this sustained level of execution we've seen, quite frankly, over the last for a quarter since Q4 of last year that gave Jen and I the confidence that assertively tell all of you, we've turned the corner. Like -- and we're very proud of our Q3 performance because it really from what we are seeing, solidified our go-to-market team, having reached a new operating standard. Ken, we talked about the data points we've been watching over those 18 months. Rep productivity, renewal rates, pipeline quality and diversity, velocity displacements, they've all steadily improved. And then you take the qualitative elements, which are, in my opinion, just as important, the deeper vertical expertise, executive-level engagement. We are now in most of the deals talking to C levels and CEO. That didn't happen 18 months ago, that's happening now at scale. Pristine collaboration, how we structure deals for doing the right deals for PTC and the customer and our enablement efforts are all making us and have made us stronger than they were at the start of the transformation. And these factors are influencing our deals as you're seeing now in the results. And so the summary of this is, we're not stopping there. We have turned the corner, and we now have a new operating standard. We are showing it with real results and we will continue to improve upon all those metrics that we talked about with the momentum now and the wind at our back.

Our next question comes from the line of Blair Abernethy with Rosenblatt Securities.

Neil, I just want to take the question back to AI. You've been adding a lot of product features in the last year or so and obviously more coming. I just kind of wonder how are your thoughts right now around monetizing some of these new features. I mean a lot of it's going to be table stakes with competitors doing similar kinds of moves. But where do you see the biggest monetization opportunities for PTC?

Sure, Blair. Just -- a two-part answer here. The first part, just a reiteration. The incredible thing about AI for PTC, the first element of success for us is the acceleration of urgencies for our customers to actually get their house in order, meaning modernize their product data foundation with our core systems record. So use more Windchill, use more code, use more Onshape, service back, et cetera. So that is the tailwind that we're seeing already. You're seeing in the results. We see it in every single customer conversation, first and foremost around Second is the embedded AI capability. So we've done that across, and we talked about this in the last call, we're doubling the number of AI embedded releases this year versus last year, many of which are already on the field. Some examples that we gave already in the script around last quarter, we saw a global HVAC company accelerate and expand to near 7-figure digits and ServiceMax AI deal. We have templatized that in the next quarter. We won for a different company, a near 7-figure ServiceMax AI deal, and that pipeline is growing substantially. On Arena, we talked about the supply chain intelligence on every single one of the expansion opportunities. By the way, Arenas kick in, gaining some real momentum. That has also included the AI capabilities. And then lastly, as I mentioned on Onshape, that is actually inspiring API usage, monetization of API, et cetera. I will say though, in temperament of all that, while we're super excited about what AI is doing in the conversation leading to monetization of the product data foundation and some of these highlights that we're making. Our customers are very methodical. They start with a pilot. They then move to, did the pilot actually create return on investment, did it get adopted and then they choose a scale. We've seen that happen in ServiceMax. We've seen that happen in Arena. Our view is that will happen across our environment. And so when we talk about the stand-alone AI monetization in summary to answer your question, Blair, we see that as medium- to longer-term stand-alone economic opportunity and in parallel, allowing us to accelerate displacements and expansion with our product data foundation because they want to get to the AI and story with us in that medium to long-term time period.

And our next question comes from the line of Jay Vleeschhouwer with Griffin Securities.

Neil, it's been very interesting to hear the repeated references receiving to displacement and modernization, especially displacement since that was something in to ask about. But it does tie back to something else we've been hearing from your principal competitors. Siemens at their conference the week before yours, spoke about displacement and their modernization last week or so in their calls spoke about their architecture, and what they think is going to prospectively be more displacement in churn over the next number of years. So at a time when all the principal vendors, including yourselves, are thinking in terms of engineering [indiscernible] musical chairs, how do you think about pipeline handicapping, pipeline management, not becoming perhaps overly dependent on displacement or decommissioning opportunities and perhaps further distinguishing yourself with your multi-solution sales and the various -- two other acronyms that you have on offer?

Yes, Jay, thanks for the question. Let me be really clear. expansion and greater monetization of these amazing customer relations we built for the last 40 years is the predominance of how we're scaling the current business. What I'm telling you is that the acceleration of displacement is happening faster this year than it did last year, and we are enthused by it, and we are pushing on it. As an example, Onshape is really accelerating the curve against some of the names you mentioned, and they're taking share. And they're going to keep taking share, and we're going to fuel that engine. It is differentiated, and we're going to keep going. That doesn't take our eye off the ball, as you know, Jay, from building PTC Jetstream, which is an incremental TAM expansion for existing customers, not just getting new customers but actually delivering more value to our existing customers. So Jay, we have learned this, and that was a core part of my strategy when I came in. We're not taking our eye off the ball of the customers that have plenty of money to spend with a trusted adviser like us that need us to actually modernize their capabilities with PTC. And while we're doing that, Jay, in those environments, we're taking share from other organizations. As an example, in the example that we gave in the script, this was a multi-cat environment. It was a multi-PLM environment. We were -- they did an RFP, and they found out that we had the stronger capabilities to put it all together, and we had a stronger AI road map that they believe that we could execute on versus marketing message. So they've now consolidated their CAD estate on PTC. They've consolidated their catastate on Windchill. We call that also a displacement because we're taking share from others in the existing account. We're not taking our eye off that ball. There's no way.

And our next question comes from the line of Adam Borg with Stifel.

Maybe for Neil or Jen here. So just on capital allocation framework. Clearly, the organic focus and turning over all the stones and rocks from over a year ago is paying great dividends here. So organic investment continues. And we also see a lot of share buybacks, right, accelerating that as well. And of course, the 3 legs, the third leg of the capital allocation tool is M&A, which you've been pretty quiet on. So as your organic flywheel continues as the go-to-market machine matures, how are we thinking about M&A anything changed there? And just why not get back into some M&A here as everything seems to be firing.

Sure. Let me start, Jen, you could add to this. I would say on the M&A framework, we continue to look at M&A that can accelerate the current road map. And we've done several. They're extremely small in nature, so they probably don't even register on your news headline but they're enough for us to accelerate our capabilities in response to what we need to deliver as road map. In fact, like a smaller one that we just did recently allows a Windchill extension framework capability and technology that accelerates the ability for our customers to move from an on-premise situation with Windchill to Windchill plus arrangement. We continue to do those. We will continue to do those things in terms of what's important for our organic road map to accelerate that. I would say the big M&A that our capacity would allow us to do we're very focused in on -- there's enough things to do here organically with some of the smaller tuck-ins to really gain a lot of customer value. And that's how we see it currently. And if things change, we'll let you know, but that's our current position, and how we think about the business.

And our next question comes from the line of Siti Panigrahi with Mizuho.

Most of my questions are asked, but one clarification, Jen, on your cash flow statement, there was a $50 million of outflow towards solar energy equity investment. Just could you explain what this is and whether it represents kind of a recurring commitment probably into '27?

Yes. Thanks for the question. We did make an investment to solar as we think about extending our green footprint, and there will be, over time, impact of savings from a tax perspective over the medium term.

And our next question comes from the line of Nay Soe Naing with Berenberg.

I suppose by all accounts, everything points to the fact that the setup going into FY '27 will be much better setup coming into FY '26, if we look at the deal pipeline, the large deals that you've signed, the fact that the deferred revenue levels Q4 next year will be higher than this year and of course, your AI product road map and teachers as well. I was wondering is there anything that maybe we should be mindful of that could prevent this from happening, prevent FY '27 to be as good as '26, if not better.

Let me start. Look, we still have a few months left here to close out Q4. And we've been, as a reminder, very focused on making sure, as I mentioned, in the go-to-market transition structuring deals appropriately, that's good for PTC, good for customers. That's been building this deferred ARR. We talked about in the last call around how we see that on 4 straight quarters of real demand cater, how that's affecting deferred AR that give us a lot of energy as we think about subsequent years. But I'll tell you, in terms of what could be the risk there, we still have to execute. We have to close out this quarter. We have to continue to build on the momentum of the demand capture that we see for four straight quarters, making a fifth quarter deliver the ARR in which we are expecting and inspired by. And then make sure that as an organization, we're aligned to how do we continue to push on the new innovation? How do we monetize that? How do we expand wallet share, what does that look like, all the enablement around it, and the inspiration that we need to do the team, we're underway of doing that, but all those things need to happen to make sure that next year, we are building on the accelerated momentum that we already know that we're heading into 2027 with.

And our next question comes from the line of Josh Tilton with Wolfe Research.

Can you hear me?

Yes.

Awesome. I've been bouncing around with [indiscernible], so I apologize if you guys already addressed this. I'm just going to knock both my questions out kind of in one long stream consciousness. But for me, I think what I'm trying to understand is what changed from last quarter to this quarter that we saw such an amazing level of outperformance? Congrats on, by the way, on the ARR figure, not just necessarily switching from no net new ARR growth to ARR growth. But like what in the environment change to let you guys outperform so much relative to the expectations that you set for us 90 days ago. And then my follow-up is just also a big congrats on the raise but you guys are now calling for net new ARR growth in Q4. Can you just talk to like the confidence level you have on that implied Q4 net new ARR number versus kind of the confidence level you had going into this quarter, that would be great.

Yes, absolutely. So I'll start on the Q3 side of things. We're really pleased with two elements of the business performance. First, really strong demand capture. And then second, overall, our retention rates performed better than anticipated. And so both of those things really landed where we were able to outperform the high end of the guidance for Q3. On the Q4 side of things, in terms of our confidence, right, what has changed is, as we think about -- I shared last quarter, right -- first of all, our guidance is 9% to 9.5% so 9.25% in itself should signal we have strong confidence in being able to get there. But the context I shared last quarter, was around our performance on net new ARR and deferred. And what I said was if we perform on a similar basis for net new ARR for the second half of this year versus last year, plus the deferred ARR, you feel comfortable getting to the midpoint. And now, of course, we've narrowed the guide, the low end of the guide is higher than the midpoint. And that points to our pipeline visibility continued strength and execution and overall our ability to deliver on the guidance. Neil, I don't know if you want to add anything else?

I'd point three things on what we've seen, and we talked about this last quarter around. We see demand capture. You all just see it net new ARR. We said it's coming it's common now. And we also mentioned today about turn the corner, we've created now this go-to-market motion that's got this new operating standard. It's four quarters in a row of watching the progress of all the hard work we put in that transmission actually show up. And that's been happening across quarters before this quarter, it's now showing up. And as we've talked about, we believe it's sustainable, and we'll continue to improve upon that as we think about subsequent years. So that's on the internal side. Second is, we made a tough decision on divesting an asset. And having that behind us versus in front of us or dealing with it has now opened up our focus to make sure the intelligent product life cycle is 100% focused on the company, that makes a difference. And the last piece is the customer environment. I believe we're seeing now an understanding from an end market that is highly sophisticated, that doesn't just look and listen to marketing talk and deploy new solutions, it has to work because it's engineers. And the products have got to be manufactured, and there has to be quality and regulatory and safety concerns with that. They have now understood to really get the value of AI. You need to actually do things before just deploying an AI solution. You need to put together the strong product data foundation, consistently and homogenously across your industries and your group. You have to then in parallel, do all the you lift of providing context and working with your AI partner to actually show value and adoption. And those things are all different even in the last 90 days on a reversion back to PTC saying, "You're a trusted adviser, you understand the context of our data. It's flowing through your system of records, help us build this so that we have real ROI versus a random buy of an AI product that doesn't work a quarter later." So that's a theme that we're seeing in inflecting coming back to us in terms of the conversations.

And our next question comes from the line of Tyler Radke with Citi.

Nice job on the results and guidance here. Jen, I appreciate the comments you made on sort of the early look at FY '27 and the deferred ARR dynamics. Can you just remind us, as we look at your net new ARR for Q4, obviously, a nice step up versus a year ago. How much are you assuming for the deferred ARR contribution there? And then as we look at FY '27, what is the expected deferred contribution versus the expected deferred contribution in FY '26. I know you've given some stats in the past, but obviously, I'm sure things may have moved around a little bit this quarter.

Sure. So first off is we continue to be really pleased with hardly to build deferred ARR both in Q4 and for FY '27 and the future. I'm not going to give too much detail around the impact on Q4. But what I tell you is, like I said, it's a meaningful step up, and we feel really confident about our visibility there. And then as we think about '27, we have approximately 2x the amount of deferred ARR that we had at this point last year for 2026. So it's meaningful.

Our next question comes from the line of Andrew Obin with Bank of America.

Just a question on ARR by channel, it's 12.6% year-over-year, I think, versus direct 7.8%. And it's been like this every quarter this fiscal year. And just trying to understand, I think, the commentary you sort of really talked about reinvestment in the direct channel in the direct, but the channel is still growing faster. So when do we see a pickup? Does it flip next year? How should I think about this dynamic?

Yes. I completely appreciate the question. As I said kind of in the last couple of quarters around the mix between channel and direct Oftentimes, the space is based on customer preference, and how they want to consume, and what channel they'll go through. And in our largest deals, we often see both a direct and a channel partner. And so that's all you're seeing there. We continue to see really strong growth in our direct team. Actually, Neil talked about the -- all the productivity and the continued strong metrics that we're seeing from our go-to-market transformation. I would add that overall, the productivity of our sales team has increased just based on the amount of reps continuing to hit quota at this point in the year versus last year. So we're seeing that transformation take effect, and we're really pleased with the performance.

And our final question comes from the line of Alexi Gogolev with JPMorgan Chase.

This is Elan for Alexi. So we're curious, as organic part development becomes a greater focus for PTC, are you expecting to enter into completely new greenfield pro areas? Or do you expect your new products to be closely connected to your existing product lines like with PLM, ALM, SLM and CAD?

Yes. Thanks for the question. We have so much to do within executing our intelligent product life cycle strategy that includes all those core systems that you're talking about, the expansion, the displacement, the layering of the AI capabilities, the Langer intelligence layer on it. And then ultimately also moving all that product data to other personas as we talked about the supply chain to manufacturing over time. Like those are all core, and we're experts at it. We have vertical expertise around it. We're now getting executive-level engagement on it. And there's plenty to do there, and we feel very good about the monetization across those vectors focusing on that strategy to result in really good results, and we're proud of to show you here in Q3, but we're just getting started.

And that concludes our question-and-answer session. I will now turn the conference back over to Mr. Neil Barua for closing remarks.

Thank you, everyone, for joining us and for your questions today. In the weeks ahead, we'll be participating in the Oppenheimer Technology Internet Conference as well as the Citi Global TMT Conference. We look forward to seeing you then. Thank you.

And ladies and gentlemen, this concludes today's call, and we thank you for your participation. You may now disconnect.

Hello, everyone, and welcome to today's webinar. It's great to have you with us, whether you are joining live or listening to the recording later. My name is Oliver Becker, and as a new member of the Alliance management team, I'm focusing on our ALM solutions portfolio at PTC. Before that, I spent the past years with several roles around PLM and product line engineering with Pure Variants.

Today's session is focused on the significant business potential we currently see in the ALM space and more importantly, how we as partners can unlock this potential together to create greater value than any of us could achieve individually. I hope that this session will inspire you to gain business out of this super cycle intelligent product engineering.

Before we get started, just a few quick housekeeping points. The webinar will last approximately 45 minutes. You can submit questions at any time using the chat box below. We will do our best to respond to your questions directly in the chat during the session, and any open questions will be answered afterwards in writing. So please feel free to engage with us throughout the webinar. We are looking forward to your input.

With that, let's take a look at today's agenda and introduce our guest speakers. Joining us today from our office in Budapest, I'd like to introduce our first speaker, Peter Haller. Peter knows Codebeamer and the ALM market like very few others. As Director of Solution Consulting, he has been involved in countless customer discussions and brings a deep understanding of the challenges and opportunities in the space. Today, he will walk us through the true potential of ALM and show us which topics resonate strongest across different industries.

Following Peter, Tim Giles will join us from our office in Bristol. Tim will share practical insights on how to position ALM effectively, both with business decision-makers and engineering teams. In his role as an ALM seller for U.K. and Nordics, he brings hands-on experience from the field. And as a former employee of a global system integrator, he also understands the significant services potential that exists within ALM projects for system integrators.

Finally, I will wrap up with a few thoughts on how we can further strengthen and scale our collaboration going forward. And with that, Peter, the stage is yours.

Great. Thanks, Oliver, and greetings, everybody. And here, let's dive into the details by starting with a statement that making incredible products is more complex than ever before. And what could go wrong there, what the problem is? Transformation is more complex than ever due to internal processes and external market forces like the ones you see on this slide. This starts with how the definition of the product has evolved. Software is defining today's products like never before and unifying your hardware and software development teams and practices is one of the most complex challenges our customers face. Complex geopolitical dynamics, of course, changing the cost profile and supply chain network, which is forcing companies to rethink where and how they design, source for and make their product. There are expectations to make more sustainable products, which require planning across the life cycle internally and with partners and suppliers. And then, of course, there is a question of how AI will transform the manufacturing space.

In light of all of that complexity, the same three fundamental goals apply: faster, cheaper and higher quality. And this is where we come in. The smart connected product architecture doesn't exist in isolation. It's within the context of the things you see here. From a practical point of view, it starts with everything shifting to more electronic architecture where connectivity and interoperability are key.

So what does that mean for companies in the market today? Think about what Elon Musk is saying. And now you can think what you like about the guy, but he's been extraordinarily successful. He says to use a watch and not a calendar, hours and minutes count, not the days and weeks. So for companies in the market, it means that every four weeks or so, you can provide additional value, additional functionality without shipping complete new versions of the product.

Now this does beg the question, how you manage the product variance. But the important thing is to understand that this involves a complete change in the way of thinking. Instead of thinking that revenue is maximized at a point, the product leaves the factory floor, instead, it's about deriving revenue value throughout the entire life cycle of the product. It's this change in the mindset that is allowing our customers to differentiate and make safe upgradable and updatable products.

And also, analysts are very clear about the ALM market is entering a strong growth phase right now and in the very near future. We are moving from roughly $5 billion in 2026 to potentially over $7 billion to $16 billion by 2032. That translates into a 7% to 50% CAGR with the higher end driven by next-generation ALM, integrated model-based and compliance-focused environment. Most importantly for this audience, the largest segment is large enterprises. These organizations are dealing with complex multi-domain engineering challenges and require end-to-end transformation. For GSIs, this is not just a tooling opportunity. It is a strategic transformation play, combining process, integration and governance at scale. So the takeaway, ALM growth is strong, but the real opportunity is in leading large-scale transformation programs in enterprise environments.

All what the analysts are saying can also be found on our website supporting these claims and the market data provided by the researchers. You can also find us in a leading position in the QKS metrics there. So let's talk about key industry drivers here. Across industries, the cost of inaction is becoming a major driver for change. Longer development cycles, rising rework and R&D costs and increasing quality and compliance risks are forcing organizations to rethink their engineering approach.

Let's take a look into each industry individually and a bit more in detail. Starting with automotive. Today, the automotive industry is shifting towards a software-defined vehicle where software is driving the entire engineering process. Customers are trying to adopt their architectures and processes, but they are struggling to bring together software and hardware domains effectively. When we introduce platform-based engineering and reuse, many customers might say, we have already been doing that for 20 years which is basically true, but historically, this reuse was focused on mechanical platforms and chassis, enabling car manufacturers to reuse physical structures.

Today, the situation has fundamentally changed. Software is now driving the pace and all other domains must adapt to it. This leads to several key challenges, siloed domains and integration complexity. Customers struggle to integrate software and hardware domains and move towards centralized architectures. Ineffective reuse of existing assets. Their legacy assets are not structured for systematic reuse. They often rely on copy and clone approaches, manual adjustments and expert-driven decisions, which makes reuse inefficient and difficult to scale. Increasing complexity and the lack of control -- they do not fully understand how to manage the variability and reuse at scale. Therefore, this leads to uncontrolled complexity. Quality issues and recalls because systems are not properly integrated or validated, defect escape into production, contributing to increasing vehicle recalls.

If we look at how reuse is typically handled today, there is a spectrum of maturity. At the lowest level, you will find clone-and-own, fully manual, highly error-prone. Then tool-supported reuse, for example, with the support of an ALM solution provides better traceability, but still highly manual and it supports only manual decisions.

Then the next level is the library-based reuse. Standardized assets, but still dependent on human decisions. And finally, the most mature approach is utilizing product line engineering, highly automated, feature-driven reuse with rules and variability.

The key gap is lack of automation and intelligence in today's approaches. The business impact is significant though. Development cycles are too slow, complexity is increasing, quality risks are rising and companies cannot keep up with faster competitors. Ultimately, customers need to reduce time to market significantly, ideally by half while improving efficiency and quality.

So the core challenge becomes how do you systematically manage complexity, enable true reuse and automate variability so you can move faster and stay competitive. This is exactly where product line engineering PLE comes in, not just as a tool but as a methodology to transform how engineering and reuse are done at scale.

What we are seeing in the automotive industry today is not isolated adoption. It is standardization at scale. Leading OEMs like BMW, Volkswagen Group, Renault, Mercedes and Toyota, along with many Tier 1s and semiconductor players are converging on Codebeamer as their strategic ALM backbone. This consistent pattern across all of these decisions is clear. They are moving away from fragmented legacy tool chains toward integrated ALM platforms to improve traceability, supply collaboration and enable product line engineering.

What makes this particularly relevant and personal for me is that I had the opportunity to be directly involved in the early phase of this journey, starting with the first major automotive win for Codebeamer at BMW in 2016. That initial success created a strong foundation. And from there, we have seen a domino effect across the industry, expanding into virtually all major OEMs and the broad ecosystem of suppliers. Today, Codebeamer is not just a tool of choice in automotive. It represents a proven blueprint for managing complexity, scaling reuse and enabling software-defined vehicles. And that is exactly why other industries are now looking at automotive as the reference model for their own transformation.

Automotive has effectively set the benchmark for modern ALMs. They started this journey more than a decade ago, early adoption of agile model-based development and product line engineering supported by integrated ALM platforms. That investment is now paying off through higher automation, better alignment across engineering domains and critically their ability to scale strategic reuse.

Aerospace and defense, on the other hand, is now at an inflection point. There is a strong pressure to modernize legacy tool chains, move to integrated ALM and significantly improve collaboration and development speed. But the real driver is business transformation. A&D organizations are under pressure to cut the time to market often by half while managing increasing system complexity and compliance requirements. And the only way to achieve that is by adopting proven automotive practices, especially product line engineering and reuse at scale. So what we are seeing is clear five to seven years maturity gap, but also a major opportunity. For GSIs, this is critical. This is not incremental improvement. It is a catch-up transformation where partners can bring automotive expertise to accelerate A&D modernization and help close the gap.

MedTech and pharma faces a somewhat different kind of a challenge. They face regulatory complexity, cost, margin pressure, relentless innovation, demand and speed to market challenges. Compliance, cost control, innovation and rapid release cycles are crucial for competitiveness. In the medical and pharma device industry, manufacturers face several core challenges, adapting to evolving regulations and standards. Regulatory complexity poses a significant hurdle for manufacturers. Navigating the intricate level of regulations requires robust documentation and traceability systems. Without these, companies risk facing legal repercussions and failing to ensure the efficiency of their products. Maintaining compliance with evolving regulations is crucial to avoid fines, sanctions and potential market exclusion.

Cost and margin pressure. With the need to reduce service costs, optimize supply chains and speed up time to market, manufacturers must navigate the competitive landscape marked by rapid technological and regulatory changes to remain profitable and agile. Increasing costs for energy, supplied materials and parts impacting financial performance and profit, aging populations, rising chronic diseases, increasing wealth in developing countries, among other increased pressure on reimbursement systems.

Pressure to innovate. Medtech companies face significant innovation challenges due to increasing patient demand for personalized and efficient health care, rapid technological advancements that require constant updates, intense market competition, competition necessitating differentiation and the need to balance innovation with stringent regulatory compliance. These factors collectively demand substantial investment in research, strategic planning and robust digital solutions to stay competitive and deliver cutting-edge medical solutions.

And last but not the least, time to market here. It's critical for manufacturers. Any delays in bringing the product to market can result in significant lost revenue and a competitive disadvantage, faster approval, streamlines compliance, helping medtech companies bring devices to market quicker.

In med tech and the pharma industry, success is defined by one thing above all, compliance by design across the entire life cycle. What we see across customers like Roche, Medtronic, CSL Behring and others is a clear move toward integrated ALM/PLM environments, replacing fragmented legacy systems. This is where PTC is uniquely positioned. We deliver a closed-loop ALM/PLM solution, connecting requirements, risk, development, verification, manufacturing and product data with full traceability. But the real differentiator is how we accelerate the compliance. PTC provides preconfigured validation-ready templates and documentation aligned to standards like ISO 13485, MDR and GxP covering the full life cycle from design to post market.

And importantly, this is not only used for product development. Many of our customers also use Codebeamer for their internal process and system validation, ensuring that their engineering environments themselves meet the regulatory requirements. The result is clear, faster validation, lower compliance risk and significantly reduced implementation effort.

So the takeaway is simple. With PTC, medtech and pharma companies do not just manage development, they can deliver compliant products faster by validating both their products and their processes on a single integrated platform. And this is why I hand it back to Oliver.

Thank you, Peter, for these great insights. I think the key takeaway is very clear. We are looking at a growing market with strong momentum. And at the same time, we already have a powerful footprint with many leading global customers. Now we don't have the time today to go deeper, but I'm sure Peter could easily spend another hour explaining why our ALM portfolio is one of the most complete and compelling offerings in the market today. Maybe that's something we could pick up in the following session.

But for now, let's switch over to Bristol. I'm really looking forward to hearing how we can sharpen our messaging and translate this opportunity into concrete business. Tim, over to you.

Thank you, Oliver. And Oliver is right in his introduction, he said that I've worked for systems integrators, both large and small. So I understand the world you all have to operate within and the commercial imperatives that you face. And one of those is knowing where to hunt and what to say. And messaging is all about what you're going to say to people, to your prospects. But before that, you've got to determine who you're going to talk to. And this is because the message we impart depends on the person or persona we're talking to. So let's start at a high level.

There's a great book called Selling to Zebra by Koser and Koser. And it's based upon how lions hunt. And a young lion will chase after everything and probably not catch much. If it does catch it, it's hard to kill. If it can kill it, it's hard to eat, it's not very good. What old experienced lions do is they hunt zebras, and they hunt them because they're easily identifiable. They know they can catch them. They know they can kill them. And when they do kill them, the whole pride benefits. And the same thing applies when we're looking at ALM prospects.

So what we've done is we've assembled the five criteria that you see here in identifying the right place to hunt. And as a prospect checks the box for more than one criteria in the list, the value of the proposition becomes stronger. As we check the box with each additional criteria is the value of ALM skyrockets. You'll be able to capture even the most difficult prospects attention, qualify more opportunities in and sell more. So let's start at the bottom of this list.

A weak ALM incumbent is an obvious starting point. There are several competitors out there, ALM IBM DOORS, DOORS next gen being one. And we've made quite a business out of replacing that solution over and over again. And remember that Codebeamer is a modern tool that differentiates in many ways from our competitors. It's got an easy-to-use and intuitive user interface. It's got a long list of out-of-the-box integrations and the ability to manage numerous disciplines within one platform. So you're not having to swap between applications. You can pull all the different players within your organization into a single system.

As you go up the list, perhaps the next one is most important for you is that it's a strong integration with Windchill. PTC's commitment to the market by adding in these high-value solutions like ALM and continued investment and the commitment to growing our entire integrated product set goes a long way.

Now those prospects with complex products will be challenged with thousands of attributes and thousands of dependencies. And we want to find a way to easily capture and reuse data and easily extend it by managing variations of products simply and effectively, all the things that Peter just was talking about. If we then add in prospects operating in highly regulated markets where safety is of the utmost importance, where there's lots of regulations, ALM is mandatory, and it must operate flawlessly in order to help our customers navigate that challenge.

Last and certainly not least, there are products that are software intensive and differentiate themselves with millions of lines of code, differentiating themselves from competitors and necessitating new sets of skills for manufacturing. I cannot tell you how many times customers have stated that this criteria is the most difficult for them to overcome. But the ones which really counter these two. So from a targeting point of view, if you can only remember these two points, safety critical, highly regulated, highly complex products, if you can just remember those two points, you won't go wrong.

We can then see, well, what sort of industries do we go after? Well, like I said, anything that's complex can regulate it, just like all of these. But you might say, well, hold on, these are far too diverse. And where is the commonality. But if you think what Peter was saying earlier, there are a range of business problems that are common to them all. So that's where we have to focus. So when we talk about ALM, we need to talk about mastering complexity, faster innovation, time to market. The problem is that as sellers, all too often, we talk about the things at the bottom of this slide because that's what Codebeamer does. It's the features and functions. And it does it better than any other tool on the market.

The features and functions are just table stakes. Where we differentiate ourselves is in tackling business problems. So at the early stage in the conversation with prospects, the focus should be on the layer just above. There will be plenty of time to delve into technicalities. But as a starting point, it's got to be on solving business problems because that's what our customers are concerned about. So let's target that.

Now if we're talking about complexity, collaboration or efficiency, concentrate on these core messages, how end-to-end traceability helps tackle complexity and does it by making visible all the interconnections in your engineering fee. How we have a single platform, not this disjointed collection of tools that the customer has to link together and maintain or how real efficiency comes from the strategic reuse of assets, not just the sort of clone-and-own, which Peter mentioned earlier. This is where the conversation needs to focus. There's a lot more that we could go into on these slides. But if you want to download the slides later, you'll be able to see them all for yourself.

And there's plenty of time to talk about things like the CI/CD integration or OSLC linking or any myriad of technical capabilities within Codebeamer. Instead, start the conversation by talking about business challenges, challenges that all these different vertical markets face. So as you can see here, we've taken our initial three of complexity, collaboration, efficiency and expanded them out to the ones you see here at the top. And it doesn't matter what industry the prospect is in, they all face these challenges.

What we do is we help them address the challenges with a set of solutions that you see in the middle of the slide. But the things to concentrate, the things that are going to win you the business are the ones at the bottom. How do you increase growth? How do you reduce risk and how do you drive innovation. Those are the problems our customers face and those are the ones which should be our lighthouse when we're holding those initial discussions.

So when we talk about selecting enterprise software, so we're in the selling process, this is a team score. And what I've done here is I've listed just a few of the players. And when you go into these opportunities, don't just think about it in terms of software. Mechanical and electronic engineers are part of the mix, too. The thing to remember is that while each of them have a different perspective, the key is being able to link them back to that business imperative that we talked about. That's how we win. It doesn't mean that you ignore them. It's just they have to be put into a business context.

So from a CFO's perspective, we talk about reducing engineering cost, how poor quality is actually a financial risk and how improved quality drives the bottom line or how we can use AI to improve efficiency while maintaining regulatory compliance. So always be thinking in the same terms as the person you're talking to. Put yourself in their shoes.

Now the same applies to the CTO. She'll want to deal with fragmentation because she realizes that there's a real impact on productivity and quality. She's going to be under pressure to do more with less at a time when complexity is increasing. And there's no better example of this complexity when you're using software to drive innovation. We're pursuing a software-defined product architecture is the goal. So for those early-day conversations, talk about business, not feature and function.

So give you some examples of where we are. And from your point of view, there's a really good reason for holding these conversations. If you talk about feature and function, you instantly exclude yourself from having business-focused conversation with decision-makers and budget holders because the prize we're talking about isn't about implementing software. It's about helping customers tackle large-scale business transformations. And here's some examples of that. Each one of these Codebeamer opportunities or deals wasn't just about implementing the 12,000 users or the 1,000 users for medical devices. It was all about large-scale transformation that wrapped itself around these implementations. That's where the real value to you is.

So let me give you a sort of personal example. Now we've got this quote from the CEO of Renault, who, by the way, is a large Codebeamer customer, talking about software-defined products. Now you might be skeptical about software-defined products, so it's just another hype wave, but I think that's wrong. And we're seeing software in places that we've never seen before. So let me give you an example.

A long time ago, I learned to fly with the British Royal Navy. And the helmet that I war is very similar to the one you see here. It had a boom mic, had internal headset for comms, but no electronics and certainly no software. Now compare that to the helmet, the F-35 pilots were. The first thing to note is the price. I don't know what the price of mine was, but an F-35 helmet costs in excess of $400,000. And the reason it costs so much is because it does so much more than the helmet I wore. And I'll give you -- we'll walk you through a few examples of that.

So with the F-35, for example, there's no head-up display. In the Eurofighter, for example, which is a fourth-generation aircraft, it has a little piece of glass at the top of the cockpit, where all the information is available for the pilot to fly and fight the aircraft, but they can see through it. So it's not impeding their vision. Now that's functionality that's hardware driven. It's now software-driven because the same information is displayed on the visor of the helmet of the pilot. So no matter where they look, they have that critical information in there. So from a user experience point of view, it's far richer, far more beneficial.

If you then think about the way you used to fly an aircraft, if I wanted to look below the aircraft, I would have to put the stick over, roll the aircraft look, pull the stick back up. That impacts my ability to actually fly the aircraft. It takes me off target. F-35 pilots don't have to do that because their helmet is linked to a series of sensors and cameras on the skin of the aircraft. So when they -- all they have to do is look down and it's as if they're looking through the aircraft itself. So it's now part of the system. And finally, wherever the pilot looks, the weapons are slaved to that point. And it's not just on the aircraft, but it's part of an integrated battle space. So now the helmet is part of a system of systems. That's maybe an extreme example, but it's happening everywhere.

Think about your car, your phone. Even VELUX, which is a customer of PTC, they have software-controlled windows. But if you just look at the issues identified here, it's not just about software. It's about how software is changing everything. And making that change is a significant business opportunity for you. Software implementation and configuration is just a part of that. It's the business transformation that represents the real opportunity for you. Use Codebeamer to monetize the full engineering life cycle. So it's not just about implementation, it's about the long-term ownership of the customers' engineering performance. Because once you're embedded, you become very difficult to replace. And so this is a continuously evolving situation for you that requires long-term partner engagement and more importantly, year-on-year revenue.

And just to touch upon the last point on this list here, just as an example, at one level, reuse is making better use of engineering assets. But if you expand that, it's about helping a customer move to a modular product architecture. It's about helping them embrace product line engineering and all the organizational change that goes with it. This is high-value, high-margin work. So if you own the shift to software-defined products, you will own the client. So that's me done on messaging and deal potential.

Oliver is now going to finish off by talking about how to partner with PTC and how to deliver on these engagements. Oliver?

Thank you, Tim. That was fantastic. And just to mention, if you are working on opportunities in the U.K., Benelux or the Nordics, Tim is a great contact to engage with you.

Now let's move into a final part of today's session. The key question is how do we combine our strengths in a way that makes us together the best possible choice for our customers. Let's be honest, historically, our go-to-market motion has been product-led and reactive. We engaged late in the sales cycle, and that was fine for smaller departmental product deals. But enterprise ALM decisions are made much earlier around strategy, transformation and business outcomes. And that's exactly where you operate every day. So we are making a shift from reactive to proactive, from product-led to solution-led. Together with you, we want to engage the C-suite earlier with joint solutions that align to their transformation priorities.

Let me show you what this partnership models look like in practice. This is the heart of our partnership model. Here's how we create value together. On PTC side, we commit to four phases. Number one, define and launch. We shape the solution scope, value proposition and joint road map together. Second, enable and differentiate. We provide certifications, enablement and co-developed accelerators so your team go to market with confidence. Number three, support go-to-market. We run joint marketing, enable your field teams and align on target accounts. Fourth, invest and evolve. We feed customer insights back into the road map and expand into new use cases.

Your role is equally critical. solution commitment, align our solutions with your strategy and build a dedicated team. Shape and identify demand, bring us into strategic conversation early and lead executive engagements. Third, deliver and integrate, run implementation and system integration at scale. And lastly, drive adoption, own change management and make sure customers see real business outcomes. And this is a continuous cycle. We bring the platform and go-to-market engine, you bring industry expertise, customer relationships and deliver at scale. Neither site can do this alone. That's what makes the partnership powerful.

Now let's look at what this means for the customer. This matters because customers want a clear answer to one question. What do I gain from this partnership that neither or few could deliver on your own? When you combine your delivery expertise with our platform, customers get faster time to value, shared accountability for outcomes and significantly lower project risk. That's the value you create. And for you, it translates into real influence on the solution, a differentiated offering they can't get off the shelf and measurable business impact. Bottom line, together, we don't just deliver technology. We deliver scalable solutions with shared accountability for outcomes. And we want to make sure you have everything you need to execute on this. That's why we have reorganized our alliance management team under new leadership, specifically to support you better.

Let me introduce the team and the resources we have put in place. Kevin Brooks has been leading the global alliance management team since the start of this year. Here, you see the reorganized team of global alliance managers, some familiar faces and some new ones. I'd like to highlight that we now have a dedicated marketing role within the team. We are glad to welcome Coray as a Director of GSI Partner Marketing. Some of you may already know her from her previous role in Corporate Communications. And here, you see all our field alliance managers across the regions. In total, more than 20 people work exclusively for PTC's service partner ecosystem, thus all the sales, marketing and service support behind the scenes.

Do you have any doubt that we take this engagement seriously? Now let's look at the resources we provide to you. On the slide, you can see that we have internal and external resources like solution plays, seller stories, news and updates, joint case studies, partner landing pages and the LinkedIn community. If you are launching something by industry or region, start here before reinventing content.

Let me bring together what we covered today. We started with a clear message. ALM is a business priority, not just a tool decision. The market is growing fast, projected to more than double by 2032, and PTC is the recognized leader in this space. Peter showed us the forces driving this growth. Software is taking over product development, regulations are getting tighter and the cost of falling behind is steep. Longer development cycles, more rework, higher compliance risks. These are real problems that our customers face every day. Tim then made a powerful case for why ALM is such a strong business for system integrators.

This is not a onetime implementation. It is a self-expanding service model. Requirements lead to quality management, variance demand governance, compliance calls for continuous traceability. Every problem you solve opens the door for the next engagement. This is a long-term ownership of how your customers build products. And in the final part, we look at how PTC and our system integrator partners go to market together. We are moving away from reactive product-led motions towards proactive solution-led growth with clear roles, shared accountability and a joint commitment to deliver real customer value.

So three things you can do in the next 30 days. First, pick one or two accounts where ALM is a natural fit, software-intensive products, regulatory pressure, a weak ALM solution in place, bring those names to your PTC alliance contact. We will shape the approach together. Second, tap into the resources we showed you, solution plays, case studies, field academy, it's all there and ready to use. Don't start from scratch. And third, reach out to our alliance management team, whether it's a joint workshop, a co-selling play or a conversation about building your ALM practice. We are here for you. You can also reach me directly at [email protected]. And please believe me, the opportunity is real. The market is moving now, and we are better together.

Thanks again to Peter and Tim for their great contribution today. And thank you all for joining this webinar. Let's make it.

Great. Hello, everyone. Welcome to JPMorgan Boston TMC Conference. My name is Alexei Gogolev, Head of Vertical SaaS team here at JPMorgan. And today, I'm delighted to be hosting PTC management. We've got Neil Barua, company CEO; and Jen DiRico, CFO of PTC. Neil, Jen, welcome.

Thank you.

First, if I may begin the conversation with your intelligent product life cycle and state? Neil, when you describe the intelligent product life cycle, what does the target enterprise architecture look like in practice? And what are the most common customer missteps on that journey?

Sure. Thanks for having us. Maybe taking a step back around what PTC does in relation to the intelligent product life cycle. The companies we serve, our customers, they build the most amazing products in the world. Our solutions, our software solutions are fundamental to the entire product life cycle of those products, whether it be design, engineer, configure, make and service those products. And so we sell and have a set of solutions across CAD, PLM, ALM and SLM solutions to fulfill our customers' desire to really speed up and make their product life cycle effective so they can build and have great products that we all consume out in the world.

The intelligent product life cycle is around making sure our customers actually adopt these technologies so that they could implement a way in which their products can be delivered in a higher quality in a faster manner to their customers. What does that mean? They deploy our CAD solutions, they deploy our PLM solutions, ALM solutions, SLM solution by which all the engineering and product engineering workflows are as seamless as possible by which they could actually put intelligence on top of it.

And so when we talk about intelligence, one of the themes we're seeing is this product data foundation encompassed across all these product categories need to be put into the framework that we have at PTC in order for intelligence and AI to actually work at scale. And that's fundamentally what the intelligent product life cycle vision is intending for our customers to adopt.

You asked a question of where they are in this adoption. Our end markets have not modernized their product data foundation as much as other end markets. And so AI is inspiring them even more so now to actually deploy Windchill across their entire engineering base that needs a PLM system like Windchill as an example, by which then they can apply AI. So they're in that journey where they're fundamentally to help them with the best-in-class solutions to put together that product data foundation by which -- it's the only way by which AI will actually work at scale for our customers.

That makes a lot of sense. And so you talked about data foundation as AI prerequisite. So what are the most useful metrics you use to show a customer that their product data foundation is improving? And also, how do those metrics translate into purchase decisions?

Yes. So our customers are dealing with a lot of complexity, for example, in the electronics and high-tech sector, where our customers who are the component and manufacturers of all the things that are being put into a data center, we actually enable all of that product engineering to be put on to our product data foundation. So our customers are dealing with how do you accelerate a component, a cooling system to be placed into a data center. And their #1 issue is they can't actually get through their backlog. They can't deliver faster. They can't innovate fast enough.

And so what we're seeing from our customers is how do you speed up with this product data foundation from design to actually build to maintain the speed by which they can deliver these products to the world that is urgently meeting this build-out that we're seeing within, in particular, the data center build-out.

The metrics that they look at is speed to market, quality, defects in order to make sure that this happens as fast as possible. And those are the components by which when they measure AI productivity, when they measure PLM adoption, they are the things that they're looking at is how can I speed up my delivery to my customer base because every segment that we serve across geographies is dealing with this strain of delivering faster with higher quality.

One last point is not only electronics and high tech that are fundamental to the data center transition and delivery, but another example is federal aerospace and defense, we're very strong for the last number of decades at PTC of providing modern solutions to that segment. And that's an area that across federal, aerospace and defense, whether we're putting things up in space or we're dealing with geopolitical elements that require countries to protect themselves, they're actually using modern technologies like our product data foundation to speed up their ability to do things for their customers and their citizens across the world.

So those are the themes that we're seeing that's causing customers to come to us to say, "Please build a product data foundation with you." And then we're showing them the AI embedded releases that allow them to elevate that intelligence on top of that data foundation.

Okay. Yes, that makes sense. So Neil, what are a few internal KPIs you view as the most reliable indicators that the transformation that management has been conducting is durable? And where are remaining gaps?

Let me start on the front end and then Jen, our CFO, can give some indication of some of the things we're looking at from a numerical perspective. But taking a step back from the 2 years I became CEO to now, a lot of hard work of the teams, we've undertaken a refocus of the company and a focus on the core priorities that are now the buildup of the product data foundation. So the things that customers really value to build this product data foundation to put intelligence on it, we really focused the company on that 2 years ago.

That was underpinned by making sure the go-to-market engine can adequately do this in a way that actually creates the durable, sustainable reacceleration of growth, which has been our North Star. That also was augmented by product innovation and product transformation where we are now releasing at a much faster cadence than we ever have as a company since the beginning of Windchill as an example.

That is also relating to this year us putting out -- you'll hear the announcement in a few weeks at PTC NEXT, our first product release kind of conference that we have in Chicago, our first organically built product that we've had at PTC in decades, right? And there's another one right behind it the next quarter. And so that product innovation has been there. You've also seen us get focused on our portfolio by divesting of assets that were not affecting the intelligent product life cycle.

So all that work is now showing up in what Jen will talk about the metrics that we look at. So a lot of heavy lift. I'm proud of the team's progress so far, and that's why we're getting confident about what's happening at PTC currently.

So from a metrics perspective, a couple of things we look at is just the leading indicators around close rates, stronger pipeline. We've talked about -- even this past quarter, I shared that the pipeline is made up of more strategic larger deals than ever before. We also take a look at -- we've hired some new reps in the last 12 months and how they're performing versus prior cohorts. And what we're seeing is they're more productive than previous cohorts, which shows that we're doing a good job in terms of hiring the right people and enablement. And then we're seeing strong renewal rates as well.

All that in addition to -- we've talked a lot about deferred ARR and why that matters in terms of providing additional visibility for us as it relates to contracting with customers over the long term and making sure that we're doing the best things for both PTC and the customer as it relates to extending the lifetime value of a customer.

Thank you, Jen. And I do have a question about deferred ARR. But before we go into that, why do you think are ramp deals and longer terms more common now? And what are the implications for ARR linearity?

Can I take the front end, Jen? You can add.

Sure.

One of the things to create sustainable, durable reacceleration of growth is running the business to do that. And that doesn't come from doing deals to just maximize a quarter. It comes from maximizing, as Jen mentioned, the long-term value of the customer. And the discipline that the new team has put in with the focus that we have is around capturing as much of the customer opportunity as possible regardless of the time line when that's coming to hitting our ARR.

It's contracted. So it's not a wishful thinking. It's things that are appropriate for the customer based on their implementation cycle. It also is very relevant when we're displacing competitors, displacing homegrown tools because there is more deployment energy that's needed and time line to put in place this mission-critical system of record and action that we're putting into place.

And so we'd rather and what we're doing in these strategic deals is make sure we capture the entirety of the customer opportunity, work with them on a multiyear journey to build and have their users adopt our solutions versus doing deals just to maximize a quarter because we want to build this durable reacceleration growth for multiple years, not just 1 year. And that's the framework by which culturally and all the metrics that we're putting underneath the go-to-market team is enabling for these deals to actually come to bear.

Yes.

And then in terms of ARR linearity, Jen, any additional thoughts on what are the implications from these deal structures and ramps?

Yes, sure. So in terms of -- first, it gives us a lot more visibility, right? And what we're seeing -- historically, what we saw was we were actually, in some instances, sacrificing price to be able to get the ARR upfront. And what this does is actually give us much more visibility. It allows the customer to ramp into the deal to truly use the licenses and not have any shelfware.

And so that gives us a lot more predictability over the long run, right? It's a better overall economics for PTC and also the customer can -- like Neil said, it's very thoughtful and planned and -- but also at the same time, contractually obligated, right? And so ultimately, that's kind of I think, the benefit of the deferred ARR while also really making sure that we're continuing to accelerate our demand capture and work with customers for the long term.

Okay. And in terms of deferred ARR, Jen, so what are the operational mechanisms that reduce slippage risk on deferred ARR? And where can timing still move even when contractually committed?

So these are all very -- all contractually committed, as you've said. And so at this point, we have no plans to renegotiate these contracts. It's one of the reasons we take a long time with the customer, both on our end and theirs to make sure that they feel like they can absorb these licenses in the right period of time. But there's no plans to renegotiate or anything like that at this point.

And one other piece that's important is when we did the go-to-market transformation, we aligned the customer success team, the implementation team with the sellers in the field. That didn't happen before the go-to-market transformation. So there was a dislocation from the seller to actually what the implementation looked like. They're now combined and they have the same accountabilities. So that was step number one.

Number two was because of our refocus back into our core priorities, the core platforms in CAD, PLM, ALM and SLM, we invested into those platforms versus getting enamored with another acquisition. And what that meant for our customers was there was better feature upgrades, there was more stability in the platforms by which when they went to implementation, they didn't have to wait for, well, you didn't deliver on a release, so now we can't implement. So we've gotten better across the board across all the transformation that we've done to ensure that we don't need to renegotiate these deals.

Okay. And Jen, you also talked about the Q4 step-up expectation. As you guide to the step-up in new -- net new ARR, what are the two most important drivers, maybe things like conversion of deferred ARR versus incremental demand capture?

Sure. So when we think about Q4, right, one of the things I said was based on the deferred ARR we have in Q4 compared to -- and then if you look at our performance in Q4 of '25, if the team performs exactly the same way, there is -- excuse me. We have the ability to -- it's not really as much of a step-up as before, right?

If you look at the H2 of '25 versus H2 of '26, the incremental is about $7 million. And I've already shared in the last quarter around the impact of deferred ARR being 3x more than what we saw before. And so the reason I shared that was to give confidence that while it looks like there's a big step-up in Q4, we have visibility where we didn't have it last quarter -- in Q4 of '25.

Okay. That makes sense. Neil, so you've called out larger cross-product strategic deals. What has to be true in field execution and enablement to make that deal profile much more repeatable going forward?

Yes. So part of the go-to-market transformation was around reorienting our go-to-market teams around verticals. And that has been a huge benefit to our cross-product conversations because our conversations now in any of the verticals that we're in is not about buy a PLM system, buy Codebeamer. It is about how do you transform your business? How do you actually accelerate time to market? How do you improve quality of your products? When we capture that intention, by the way, also how do you leverage AI?

And when our customers ask us, well, how do we do that? We refer to a customer that is doing that within that vertical that has been using PTC and is evolving faster than the competitor. That then relates back into, well, how do I actually enact that someone -- a competitor of mine or someone that I look up to in the industry and that gets into, well, to do that, you need Windchill deployed. By the way, you should add Codebeamer because you want mechanical and software configuration management done together. And it creates an energy around you need to do more with PTC and you can do more with PTC because others in your verticals are doing that, and they're seeing the benefit.

And they're speaking prominently at our executive exchanges, our customer advisory boards, none of which existed, by the way, 18 months ago, to incite people to say, this is how you should move forward your business as well. So that's helping a lot in terms of the enablement and the communication and the visibility of our customer base.

So you talked a lot about the system of record connectivity. So as you deepen connectivity between the great products you talked about, Creo, Windchill, Codebeamer, Onshape, what are the next integrations that matter most to unlock some tangible customer outcomes?

So taking a step back, those integrations are fundamental to what customers want right now and for the next few years. Just for those that don't follow the industry, those connections across those systems in our competitors aren't that good. And so our view is that by doing it better, where a CAD model can move into PLM to a software engineer and configuration management, those are areas that have looked good on PowerPoint slides for 10, 15 years. But when you talk to our customers, hasn't worked as well as what they wanted.

So we put the investment back into that. You saw an announcement that we made about Onshape to Windchill connector. Customers have been asking that for 2 to 3 years. We actually made it happen now with a new team, and we've gotten beta, and we're delivering in GA this summer. Those are fundamental to the customer on having that modern product data foundation.

Our midterm to long-term point of view is the intelligence layer that we're building by which the agents of our AI-enabled workflows actually can interact with each other is actually the next step of how engineering data and workflows get integrated and dispersed across the enterprise. And we're super enthused about how that looks like over the mid- to long term.

Perfect. Neil, I wanted to ask about the other two products, Windchill+ and Creo+. So what are the most common triggers that drive a customer to choose those two versus remaining on-prem? And what's the biggest remaining adoption blocker?

Sure. So one of the things we've said for the last couple of years when we did a bit of a step back around expectation on Windchill+ adoption, which is playing out extremely well that we did that is that customers that are adopting Windchill+ are actually experiencing it better in terms of the implementation process when they get to the endpoint and deploy it and talk to their users, it's a better environment by which they're running their product data through that system. That's happened and is happening. And we're very successful right now in terms of Windchill+ deployments. It's getting better. We put some investment to ensure the experience was what it needs to be. We continue to invest in it. Our pipeline is growing. So we see active acceleration of Windchill+.

What causes the customer to deploy that solution is, number one, who else is doing it? So that referencing is important. So it's a snowball effect from just a credibility standpoint. Two is if a customer has migrated their SAP to S/4HANA and have finished the ERP implementation to the cloud, most likely they come back and talk about PLM in the cloud, which is Windchill+. And so one factor we watch, which several companies have had a long implementation process with SAP, but many of them are getting to the end stages of the S/4HANA upgrade, that creates an impetus also for Windchill+ to be considered and to be deployed to make their full stack modern on a SaaS platform. Those are the two that are happening that we're seeing the excitement around Windchill+ now.

Okay. Maybe this is a question for Jen. So on a typical on-prem to SaaS uplift, how much is true value or usage expansion versus packaging and pricing? And what are you doing to ensure uplift remains durable?

Sure. So if I take a step back, one of the reasons customers are looking to go to a Windchill+ or conversion is to get the benefits of SaaS, right? And we all know what those are. But in the realm of modernizing your product data foundation, being able to take advantage of AI, there the conversation is really starting to shift.

Now I think we're -- like Neil said, we're meeting the customer where they are. We're not forcing the conversions, but it's certainly something that we're hearing more and more in our customer conversations. Very tactically, from an uplift perspective, we see around [ 2% or so, 2% to 2.5% ] of overall pricing uplift. But for us, it's about making sure that the customer can take advantage of the full AI capabilities beyond the same instance overall. Would you add anything?

I'd just say that the philosophy that we have at PTC is clearly, there's ways in which you could force a customer to do anything and feel good about it for a short period of time. We're here because we've been around for 40 years, and we want to be around for another 100 years. And by doing things that are right for the customer and showing them the value relates to why they won't renegotiate, why it's actually going to get adopted, why they expand, why they use more out of us. And that's our approach with SaaS currently.

Okay. And Neil, as you build common AI infrastructure, so agents can operate across product data and workflows, what are the hardest technical problems? And what is the phased road map to make this real?

Yes. This is almost ubiquitous across our end markets, which is the most exciting part of the next number of years ahead, which is we are fundamentally such strong believers of AI being something that really accelerates our customers' workflows. That said, we have to make sure the contextual data is organized well, which in most cases, is not. On this mission-critical engineering data, the context of the data to train an AI agent and the outcomes of those AI agents need to be perfect. They can't be what it is for a salesperson or a finance person where it's like, hey, this is pretty good. It has to be perfect in the engineering world.

And so all that work, the training on 3D models, the understanding of our parametric models, the design intent, the configuration models, the governance, the security, the identity access and all the interactions across that engineering data across the enterprise needs to be understood, first and foremost, by the AI agent trained appropriately with that deep domain expertise before it could actually do something at scale.

So the big thing that we're seeing from our customers, again, the reason for our -- in the last 90 days inflection also of our confidence level, not only because of the internal work we've done to be ready for this moment, but the moment is here where there's a realization after all these science projects of AI, where we need to make it work, and they're coming back to trusted partners that actually fundamentally understand how the software in their core systems actually interoperate by which we could create AI agents that are the most productive and also efficient from a cost structure standpoint.

And so all those frameworks need to be put in place before AI agents ubiquitously transform a company. And the good news is our end markets are very thoughtful customers. They're not fly by the seat of their pants, and they will be methodical about their deployment of this. And that's the reason why they've been around for 100, 200, 300 years. And our goal is to make sure that they're here for another 200, 300, 400 years.

How about -- how are you thinking about packaging AI capabilities inside each system of record? And also what milestones would indicate AI is moving from feature to actually a material revenue driver?

Yes. So taking a step back, I want to make sure we continue to portray that AI is exposing to our customers the necessity to modernize their product data foundation, whether it's to simplify their tech stack by moving to Windchill+, consolidating their instances in ALM to Codebeamer. All those things are fundamental, to be clear, on the impetus of AI.

What's really good is we've been doubling our release rate of AI embedded workflows into our core system of record, which are productivity step changes in Windchill AI users -- Windchill users or Creo users or Onshape users as an example, or ServiceMax. Those are illuminating to our customers the power of what AI could do in a POC level. To get to scale, implementation and outputs that our customers want, they then realize they need to modernize their product data foundation. So it's a flywheel that's caused by our AI releases. They see the value of what can happen when you train a model on our data on their stack, and it causes them to get their house in order to make sure that they could scale it. So that's the theme we're seeing.

You're going to continue to see -- there's a really strong Creo AI release coming out next week. There's another one coming out in October. There's a number of them that are coming off of the other core systems, and we're showing and illuminating to the world all the things you could do with this incredible technology that, quite frankly, we have the unfair advantage of training the AI agents because we understand fundamentally how our products are built and how to train those models.

And then I can add on the pricing side.

Yes.

Yes. On the pricing side of things, we -- from a AI automation -- excuse me, assistance rather. So we have some products that are built into the per seat price. And then there are some products that we're saying it's a seat-based plus usage. A good example of that is Windchill+ -- Windchill Parts Rationalization, right?

And so we are meeting the customer where they are, but there's -- we know that over the course of the time, there's going to be certain features that are just need to be baked into the functionality and some that we can go and charge more on the usage, et cetera. And so I would say customers are receiving that well for us, and we're going to continue to meet them where they are.

Okay. Thank you, Jen. Neil, as partner involvement expands, how do you maintain clean customer accountability, especially on the multi-product life cycle transformations?

Sorry, I didn't...

On the partner involvement, as it expands, how do you maintain clean customer accountability?

Yes. We've -- Rob and I and CK have been fundamentally always focused in on get your -- first your house in order. Before you interact with other partners, we have to make sure our structure, our processes, our diligence, our accountabilities and the metrics we look at are adequately done in a way that we operate our business well because partners are just extension of all the hard work we're doing. And some partners have been moving at the same pace as what our transformation looks like internally. But we have a lot of opportunity to get them in the same framework and the mindset, the messaging, the ability to go win new business like we've started to do in the same manner that we're directing our direct teams to do.

But that only comes from the right set of data and metrics that we look at internally, which Rob, CK and now Jen and her team have been markedly improving so that we know how to run our business better, and now we could align our partners in a much clearer fashion, understand the ROI, understand the economics behind it, understand who's actually productive, just the same way we look at our internal go-to-market functions.

Okay. Makes sense. And Jen, you also talked a lot about operating model post some of those divestitures that the company recently done. So beyond focus, what changes operationally now that you have those 2 assets divested, and what would minimal disruption look like during the transition period? I'm talking about go-to-market emphasis or maybe some investment priorities.

Sure. So I've been very impressed with the entire PTC operating team. This was a very complicated divestiture, and we've really seen very minimal disruption in our results, right? Of course, these are challenging operational complexities, but ultimately, we've been very proud of the results we've been able to maintain. As we think about overall capital allocation in terms of internally, this is a great example of being -- our ability to stay continually focused on delivering the intelligent product life cycle. You've seen the increased amount of releases from an AI perspective.

So for me, it's about making sure that we're allocating our capital towards the highest and best uses. All the innovation that you've seen over the last year and as well what we're going to be now launching at PTC NEXT in a couple of weeks is really a testament to that. And PTC has done a very good job over the course of the last -- a long time, just continuing to be efficient, but also reallocate capital where it makes sense. And the divestiture is just one of those examples of us being even more focused to be able to deliver on our vision.

And one thing just to add to it because I'm very proud of the team around this. And our advisers -- all of our advisers said, this is the most complex divestiture that they've been involved in. And for 9 months, we spent blood, sweat and tears making sure that, that happened, right? And so that's behind us now. So that 9 months of consumption, so much time and effort, now unleashed on delivering on the intelligent product life cycle vision is also another step change of why we have the confidence on building on the momentum that we're already seeing despite that distraction for 9 months.

So divestiture now complete, you've defined TSA period. You have somewhat higher cash taxes coming next year. But how do you think about balancing? Buybacks, some tuck-in M&As, maybe some incremental R&D investments? And what are the key guardrails you apply to those decisions?

Sure. First of all, our capital allocation philosophy hinges on kind of three pillars: organic investment back into the business, inorganic through M&A and share buybacks. And we evaluate all of those with the same type of hurdle rate. Right now, as you've heard me say on the call just a couple of weeks ago, we believe share buybacks, given where the stock is right now and our conviction in our long-term ability to add value is the right place for us to spend our capital.

But it doesn't preclude us from M&A. We're still continuing to invest in the business to ensure that we're not stifling innovation, right? And I think it's a very balanced approach, but I'd go back to we believe in the long-term value of this company and where the stock price is, we believe share buybacks continue to be a very great return for us.

Okay. Perfect. Neil, maybe in the last minute or so, anything you want to leave investors with coming out of this meeting and this day of meetings that you've had? Like anything that you feel investors should think about when they consider PTC?

Yes. First of all, I appreciate all the interest in PTC. This is a seminal time for PTC because the hard work and the patience all of you have had around can the company reaccelerate growth. We put in the blood, sweat and tears to get to this point. And we've got the internal foundation by which we are starting to see that inflection occur. We are also aided by the customer environment by which they're also needing to change and transform in a very different dynamic than even I saw a year ago.

So those two things together, the proof will be in the results, but we feel confident on the hard work resulting in our North Star of reacceleration of growth and durable, sustainable acceleration continuing on by building a great business in partnership with our customers in the most seminal time that our industries have faced. And we're going to rise to the occasion. We have been, and it's a great time to look at PTC, and thank you for everyone's support on it.

Thank you very much, Neil. Thank you, Jen. Appreciate you being here.

Thank you.

Thank you.

Good evening, ladies and gentlemen. Thank you for standing by, and welcome to PTC's 2026 Second Quarter Conference Call. [Operator Instructions]. I would now like to turn the call over to Matt Shimao, PTC's Head of Investor Relations. Please go ahead.

Good afternoon. Thank you, operator, and welcome to PTC's Second Quarter 2026 Conference Call. On the call today are Neil Barua, Chief Executive Officer; and Jen DiRico, Chief Financial Officer. Today's conference call is being broadcast live through an audio webcast, and a replay of the call will be available later today at www.ptc.com.

During this call, PTC will make forward-looking statements, including guidance as to future operating results. Because such statements deal with future events, actual results may differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements can be found in PTC's annual report on Form 10-K Form 10-Q and other filings with the U.S. Securities and Exchange Commission as well as in today's press release.

The forward-looking statements, including guidance provided during this call are valid only as of today's date, May 6, 2026, and PTC assumes no obligation to update these forward-looking statements. During the call, PTC will discuss non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures can be found in today's press release made available on our website.

With that, I'd like to turn the call over to PTC's Chief Executive Officer, Neil Barua.

Thank you, Matt, and good afternoon, everyone. PTC delivered a strong Q2. We grew constant currency ARR 8.5% at the high end of guidance and free cash flow, 14% year-over-year, exceeding our guidance range. With the divestiture completed in March, we're moving forward as a more focused company, fully concentrated on our intelligent product life cycle vision.

Our go-to-market transformation continues to gain traction. rent productivity and renewal rates continue to improve, and we've built a large, high-quality pipeline for the second half, well balanced across geographies, verticals and products. We also continued structuring deals for PTC's long-term benefit, increasing our deferred ARR for fiscal '27 and beyond.

We're encouraged by the consistency and momentum we've built over the last several quarters and are focused on delivering a strong second half. Now let's talk about AI and how it's driving momentum for PTC. I'll start with a concrete example from Q2. We displaced a competitor with Windchill plus at a leading automotive supplier.

We won because we showed this customer 2 things: First, that Windchill manages the authoritative product data their business runs on; and second, a clear road map for AI agents that will drive productivity gains across their PLM workflows. This customer move forward because they understood that to take advantage of AI, they first need to modernize their product data foundation.

Importantly, we are seeing this theme resonate consistently across our pipeline. This is the first way AI is creating momentum by driving modernization demand. Our customers are recognizing that the strength of their product data foundation determines their AI ceiling. CTC enables product data foundations with our CAD, PLM, ALM and SLM systems of record.

These systems are now evolving to systems of action in an AI world, where AI agents reason across product data and execute real work. The second way AI drives momentum is through the intelligence layer we're building on top of our systems. Consider what happens today when an engineering change is made to an MRI machine. That change spans multiple teams, takes months and cost significant time and money.

Now imagine a world where AI agents are reasoning across the life cycle, reconciling the change across designs, bills of materials, supplier contracts, or constructions and bringing humans into the loop for approval at each stage. But compressed to ours. As confidence in that intelligence layer grows, the scope of transformation expands from a single engineering change to enterprise-wide process optimization.

As we move in this direction, we will continue building and embedding specialized agents across our portfolio that can access product data that no general purpose AI model can reach. For example, our Creo to Onshape agents are the only agents that can access the underlying mathematical and geometric parameters within those systems to support complex 3D product design.

Modifying a parametric part requires an understanding of shape, tolerances, material properties, manufacturing constraints and how we change propagates across assemblies. General-purpose AI models aren't built for this kind of work. And as customers mature their product data in our systems, the advantage compounds. More data, smarter agents and deeper workflows.

We're scaling this aggressively, nearly doubling our AI releases in 2026 versus 2025 including our first AI native products. And as these capabilities mature, they open clear modernization pathways. From expanded platform adoption today to agent-driven value capture over time. We'll detail these as they take shape, but the direction is clear.

As AI scales value flows to the systems that provide the trusted data, context and workflow intelligence that make AI useful in a real-world industrial environment. PTC is increasingly well positioned at the center of how AI gets applied across the life cycle. Our strategy is clear. Our execution is more consistent and we're building real momentum across the business. We remain focused on delivering a strong second half and creating durable long-term value for our customers and shareholders.

With that, I'll turn the call over to Jen.

Thanks, Neil, and good afternoon, everyone. With the divestiture of Kepware and ThingWorx completed on March 13, and Q2 is our first quarter of reporting as a more focused business. And our first quarter reporting against the updated guidance framework we laid out on March 16.

The results reflect the discipline and consistency we're committed to delivering. At the end of Q2, our constant currency ARR excluding Kepper and ThingWorx, was $2.388 billion, up 8.5% year-over-year, at the high end of our guidance range. Our Q2 operating cash flow and free cash flow both grew 14% year-over-year, and free cash flow came in above our guidance range.

Turning to capital return. In Q2, we repurchased $250 million of common stock, as we said we would. We also deployed the entire $375 million of net after-tax proceeds from the divestiture into an accelerated share repurchase program.

In Q3 '26, we intend to repurchase approximately $250 million of additional common stock, and we expect a decrease in our fully diluted share count to approximately 115 million to 116 million shares compared to 120 million in Q3 '25. For the full year, we expect to repurchase approximately $1.225 billion to $1.325 billion of our common stock.

And today, we announced that our Board has authorized a new $2 billion share repurchase program effective October 1, 2026, through the end of fiscal year 2028 replacing the current authorization at fiscal year-end.

With that, I'll take you through our guidance. In fiscal '26 for constant currency ARR excluding Kepware and ThingWorx we continue to expect growth of approximately 7.5% to 9.5%. At the midpoint, our guidance is for $195 million of net new ARR. While there is no shortage of macro uncertainty, we're confident in executing on the factors we control, our execution, our discipline and how we're serving customers to deliver on our guidance.

Looking at the second half of the year, consistent with what we said last quarter, our intent is to grow net new ARR in Q3 on a year-over-year basis and then deliver a more significant step-up in Q4. What gives me confidence in the second half is that our ability to capture demand continues and we have clear visibility into a significant step-up in deferred ARR starting in Q4.

In Q3, our constant currency ARR excluding Kepware and ThingWorx, we expect growth of approximately 8% to 9%. This corresponds to a net new ARR range of $40 million to $55 million. Moving to cash flow, revenue and EPS. It's worth highlighting that the Kepware and ThingWorx divestiture did not meet the criteria for discontinued operations and therefore, historical financial statement amounts have not been recast.

This impacts the year-over-year growth calculations for cash flow, revenue and EPS [ Vega's ] fiscal '26 includes Kepper and ThingWorx up until the divestiture on March 13. RS fiscal '25 includes Kepware and ThingWorx for the full year. We expect to generate $850 million in free cash flow in fiscal '26. Embedded in that number are 4 items that net to a $100 million fiscal '26 impact and won't recur in future years.

If you factor these out, you get to a fiscal '26 baseline of $950 million. which we believe is the right starting point to use when modeling growth for fiscal '27. We've included an appendix slide that walks through the moving pieces. For Q3 '26, we are guiding for free cash flow of $240 million to $245 million. While our focus is on ARR and free cash flow, we're also providing revenue and EPS guidance to help you with your models.

In Q2, our revenue growth benefited from renewals with longer duration. Driving our revenue and EPS results above our guidance range. To reflect the upside we saw in Q2 and also factor in recent currency moves, we are raising our fiscal '26 revenue guidance to $2.580 billion to $2.820 billion, and we are raising our non-GAAP EPS guidance range to $6.65 to $8.90.

In closing, we continue to deliver. With the divestiture complete, we're moving forward, fully focused on our intelligent product life cycle vision. Our AI road map is resonating with customers. Demand signals are strong and our execution is consistent. I want to thank the entire PTC team for their focus and discipline this quarter. What I see in our results gives me strong confidence in where we're headed.

With that, I'd like to turn the call back to the operator for the Q&A session.

[Operator Instructions] Your first question comes from the line of Saket Kalia with Barclays.

Good, good. Neil, maybe for my 1 question for you. There's a lot of great stuff to talk about here vis-a-vis the quarter -- but I want to zoom out through the quarter just a little bit. You've talked about PTC sort of midterm intention of getting back to double-digit ARR growth. And of course, the macro backdrop is always tough to predict. But I'm curious, how do you feel about attaining that goal at some point?

Sure. Great question, again. Let me have Jen start, and then I'll add to the question.

Yes. It's a great question, Saket. So thank you -- so first, let me just start by saying the trends and the dynamics that Neil talked about in his prepared remarks are very real. We're seeing continued customer demand due to AI need for modernization and getting their product data foundation ready.

Also, we're seeing strength in our go-to-market execution, right? We continue to see strength in our renewal rates and demand capture and all of that is pointing in the right direction. The next thing I'll just call out is we've talked a lot about building the deferred ARR balance, especially for '27 and beyond, and we're making very good progress on that.

And so if I take a step back and I look at what needs to be true for next year, the first thing I'll say to you is if we see no more incremental performance from what we saw this year from our go-to-market team, coupling that with the deferred ARR balance that we have visibility to, we'll see growth increase. And ultimately, we still have to finish out the year, right? But ultimately, we like the visibility that we have right now.

Yes. And Saket, I'll add thanks for the question, and we've got still the year to close out here. But like the dynamics of all the hard lifts that we put in around the transformation on go-to-market, the product transformation, you could see around the release cadence increasing at the most substantial velocity year-over-year that PTC has seen in decades almost, plus the go-to-market execution, we're seeing the buildup of the pipeline, and we'll talk a bit about the AI for us that we've been seeing around making it even more relevant to modernize customers' environments using PTC solutions that's why we're feeling the wind in our back right now.

We got to keep executing, but the team is starting to deliver and the customer environment is changing in our favor. So we feel good about the setup here. We got some work ahead of us for the next -- for the second half, but things are starting to work out here at PTC. We're going to keep our heads down and keep executing.

Your next question comes from the line of Jay Vleeschhouwer with Griffin Securities.

Neil, I'd like to tie together a comment you made a quarter ago and again tonight, having to do with accelerated product releases, which is given PTC's history, I think a very important thing to say and to do, particularly given your lagging, let's say, in terms of releases prior to Creo 5 and some of the Windchill releases.

And then the other thing you said tonight to tie together to that is customer modernization. So and perhaps you could just talk about the adoption capacity or inclination of customers today to absorb everything that you're doing now at this accelerated pace, which personally I think is much better than it was 10 years ago. And also how this factors into how you're thinking about incoming business from expansion with existing customers versus displacement.

Sure. Thanks for the question. I would say that 1 of the things we're really proud of that we're seeing is -- and you probably know we had a PTC user summit last week in Las Vegas. And the feedback around the relevancy of what our customers need to actually create a product data foundation is at the highest level that users that have been with PTC for decades are saying is evident in our Windchill road map and our Creo road map, Code Bema road map and down the line.

And so the buildup of this modernization as just the question around the product data foundation, I get to the highest Windchill version, move to Windchill plus get to the latest Creo version that we're releasing here in May, the appetite and necessity to do that is at a higher level than we've seen in recent memory, partly because of 2 things. Number 1 is the AI thrust.

I think those systems of records that we've had for so long that now we're advancing is -- used to be operational infrastructure. Now it is AI foundational infrastructure without all of those versions and the uptick that we're seeing around modernizing that product data foundation, AI won't work at scale, and our customers are realizing that.

So -- 2 things are happening. One is we're releasing products that are highly relevant to the customers that use our products, which is great. That's feedback that we're getting that is very exciting for the business and most importantly for our customers. Two is there's now an inevitability that starting to occur around making sure customers are progressing towards consulting their PLM estate onto Windchill.

You're seeing that in the customer examples that we gave on the quarterly release here, to get ahead of and to make sure that they're AI-enabling their foundations to actually change business processes. I will remind you, Jay, you've known this for a long time. Our customers, 1 of the greatest things is they are complex customers and the adoption of new technology since they began to now is still something that takes a lot of effort, a lot of introspection and a lot of detailed analysis before they move mission-critical elements of their business on to new versions, new platforms and AI enabled.

That's awesome for BDC because we're the trusted area where we provide the context for AI to work and our customers are looking at us to guide them through that journey.

Your next question comes from the line of Daniel Jester with BMO Capital Markets.

Great. Maybe another big picture one. So I think if you go back over the years, the PLM segment would typically grow higher than the company average and higher than the CAD. And if I look at the recast ARR for the second quarter, that gap seems to be narrowing.

And so with the new sort of portfolio mix in PLM and sort of all the product innovation coming and the macro perspective, maybe it would be helpful just to get a perspective of the relative growth rates you would expect of the 2 segments in the business going forward?

Yes, great question. And Jen, you could add to this answer as well. But let me start -- so I would characterize the ARR numbers we're looking at as backwards looking. And we've already been very articulate. The reason why we went through all the transformation and heavy lift over the last few years is to accelerate growth and you're starting to see that in the guidance range that we put in for Q3 and the step-up we have for Q4.

You saw an indication of Jen's point of view around how the setup is configured for '27 and beyond. And what the metrics we look at, the reason why you feel the energy and the excitement from the team here is because we look at demand capture, we look at renewal rates, we look at pipeline growth and in those areas, in those segments, particularly in PLM, we see really strong incentive by our customers to move on to this modern product data foundation led by Windchill, code Beamer, Creo, et cetera.

And so we see PLM growth in those forward-looking indicators as very positive. We've got continued pipeline growth. We've got to execute across it, but we feel good about that. On CAD lastly, we are seeing great strength in Onshape, and we're seeing growth in Creo, but those markets grow at a different growth rate than PLM. And so you're going to start seeing those charts over the next number of quarters. shift as ARR actually comes in deferred ARR actually flows into the P&L. Jen, anything to add?

I think you hit it.

Your next question comes from the line of Adam Borg with Stifel.

Awesome. Great to hear the positive total on the call and the go-to-market change is working. I would love to talk a little bit about the macro more broadly. Obviously, there's a lot of swirl out there. You have a big European footprint. Great to see you up 8% constant currency. But maybe talk about what you're seeing kind of the net theater specifically? And just any other commentary by vertical, especially given the big win you announced with B&W from an automotive perspective.

Sure. Thanks for the question. So again, we're looking at in this stage of transformation. We look at demand capture, we look at renewal rates, and we look at pipeline growth more materially than we do a backwards-looking ARR.

Obviously, all of that needs to show up in era, and that's what we're completely focusing on as we inflect into Q3, Q4 and into next year. The verticals that we're seeing strength in is around electronics and high tech. I don't think that should be a surprise given the data center modernization that's occurring. Those customers are coming to us to build their infrastructure. They need product data foundation to leverage everything that they need to do to accelerate product for their customers.

And two, you saw an announcement this morning, which is indicative of many things that we've been seeing over the last number of quarters, which is in federal, aerospace and defense, PTC is leading the charge here. You saw the R&D U.S. Army as an example, put the stamp of approval that Windchill is the standard for PLM systems. And that's the calling guard to go to all the other agencies to ensure PTC is embedded broadly across not only the Army, but the other agencies.

We're seeing that across the game across geographies, too, around FA&D being a lead horse given the advancements that we have with our product solutions in that area. And so those are the 2 verticals we see strengthen. Lastly, we did -- you noted BMW. We continue to play in the automotive sector different than some of our competitors, where the predominance of our automotive thrust is around come beamer and Windchill, and in some cases, Onshape now.

And so we're starting to see that being a differentiated solution within automotive, where they're starting to needing to be competitive with our solutions as software-defined vehicles accelerate. So it's a really good area for us from that perspective.

Your next question comes from the line of Joe Vruwink with Baird.

On the comments pertaining to AI and driving momentum to PTC. It makes a lot of sense why bidding your product and technical data and better order is important before any Forward AI initiative. But I wanted to ask about what customers are maybe telling you or revealing when it comes to that incremental investment beyond the core, what I guess you're calling the new intelligent layer and both how and when this becomes incremental for PTC.

So maybe you can speak to like commercial strategy and pricing? And then how do you make sure that incremental piece is something that ultimately you can capture versus maybe some other solution provider start-up or the labs themselves?

Sure, Joe. Let me start with like what we're hearing from customers, how they're working their way in terms of using our AI capabilities that we're releasing first, and then Jen could add some of the commercial strategies we have broadly around that capture.

I want to go back and make sure I make a pointed reminder, which is the AI road map and conversations we have with every single customer is relating to we want to go POC and test out these new AI releases. In some cases, I'll talk about scaling it up operationally. But in most cases, testing it out in smaller groups POCing it -- but it ultimately always comes back to before we are in parallel as we're doing this, we have to have our data structured so that as context for AI.

And again, I want to repeat the modernization of their product data foundation is, first and foremost, the thrust of what AI is accelerating in terms of our demand capture. I think that's hopefully clear. Two is when they do actually interface with our AI releases, as an example, I'll give the ServiceMax AI example, which was our first AI release with multiple agents now working in the field technician service area.

One of the larger industrial companies in the world implemented that solution in a small POC. And it was driven by business and IT leaders and it actually didn't capture the scaled attention that the great product would necessitate. That conversation moved then to let's go talk to the workforce -- the mission-critical field technicians, service technicians and show them the solution.

Upon showing them a solution and then adopting it, that became very clear that there's a high ROI and that there's an adoption that actually will happen versus the retailer deciding what the actual mission-critical employees need to do. That is now, Joe, moved into a 7-figure just AI SKU on top of the service exec AI expansion just here in North America, and we're already talking about the global piece, which is a lot larger than the North America piece.

The reason I give you that example is -- that is going to be the nature of our industry and our end market where our customers are now playing around with these great releases -- they will test it out. And only if there's a high ROI, there's a real conviction on adoption, will they then scale it. And that's leading for them to come back to us because we are the authoritative govern, product context for AI to work really properly.

And that's our real value, and we're going to have to continue to make sure we execute now across that strategy as we also go into this intelligence layer. Jen, do you want to add the commercial piece?

Sure. So I would say just echoing what Neil said around just how we expect to see this show up, right? It will take some time. Certainly, we'll see some monetization in '27, but not overly material. And as it relates to monetizing this, as you all know, we are largely seat-based right now, right? And that's really how customers are asking to purchase at this point.

However, we have multiple ways of being the customer where they are in terms of if they want to bring their own agent, et cetera, and so we'll be able to meet them there. But largely, it's early days for us in terms of different hybrid models, but we're ready for them.

Your next question comes from the line of Matt Hedberg with RBC Capital Markets.

I wanted to ask about what drove better rep productivity. It sounds like obviously a lot of AI and data modernization. But Curious if you have any additional color there? And also, what caused the longer duration in Q2? And I guess, Jen, is that sort of your assumption as we get into the back half of the year?

I'll start with the longer duration. This was just based off of -- we had some key renewals that came through that they wanted to extend their contracts with us over the duration, and we see that ultimately as a very good thing for PTC. As you heard me say last quarter, we saw a similar trend, and we flowed that through the overperformance through the guidance for the year.

And on the first part of your question, look, as a reminder, about 16 months ago, we brought in a new CRO and made major surgery on transforming the go-to-market organization to be a vertical focus go-to-market engine, and we changed a number of things, as we indicated on multiple earnings calls.

Rob and I mentioned, who's out, by the way, in Europe, closing customer deals, we mentioned that it's going to take 18 to 24 months from when we started to actually start seeing the turning of the momentum. We'll call it 15, 16 months into it, and that go-to-market machine is starting to work well based on the demand capture we've seen, based on the renewal rates, based on the pipeline generation, based on the feedback we're getting from customers around our messaging, around the vertical expertise that we're bringing to bear, I'll say that we are continuing to improve it.

We're never done. But right now, we're really focused on executing across this intelligent product lifecycle vision layering on top our AI strategy because we've got a go-to-market machine that's starting to hum, and we're going to keep making it better, but that's where we are in terms of the journey of the transformation.

Your next question comes from the line of Joshua Tilton with Wolf Research.

Congrats on the quarter, and I apologize in advance in that's been discussed or anything that is due till I'm jumping back and forth between a few Prince tonight. The 1 question that I just wanted to ask you guys was looking at the guidance for ARR for the rest of the year reiterated, but sort of implies net new ARR to grow in the back half.

Can you just give us 1 level deeper of what you're watching or what you're looking at that is giving you confidence around the growth that you are pointing us to for the second half of the year?

Jen, why don't you do that? But please ask as many questions and repeat them as possible, we love talking about what's happening at PTC right now. But Jen, go ahead.

Sure. So first of all, as we think about the second half of the year guidance, we do feel incrementally better and more confident about things. And I'll leave you with kind of 2 points. The first is -- as we look at the overall range for the rest of the year, we are increasingly more confident that we've derisked that lower end of the range. So that's the first thing I'll say.

The second thing is, if you look at what we have to do for the second half of the year, versus what we did last -- second half of last year, it's about $127 million of net new ARR in the second half of this year, which is about $7 million more than we did last year for the second half, right?

And if you think about the fact that we've already said we've built durable ARR, deferred ARR into really, it's about -- the step-up is much more around the deferred area that we already have banked and the team really having to perform in line with what they did last year. And so I would say we're increasingly more confident of where we sit for the Q4 step-up.

That was super helpful. Can I just clarify 1 thing you said. Am I supposed to read into your response as ex deferred ARR in the back half that the actual net new ARR is flat year-over-year? Is that what you're trying to say?

Approximately.

Your next question comes from the line of Ken Wong with Oppenheimer. .

Somewhat builds on what Josh was just asking. But as you guys exit Q4, you guys will be tracking above the net new ARR run rate that you guys had exiting last year. Should we think of that as the right framing as we go forward that will be kind of at least back to where we were on a net new ARR basis? Or is Q4 kind of abnormally kind of propped up by the deferred backlog that's flowing into that particular quarter.

So I would start by just saying, the focus this year was just to continue to build long-term durable contracts with our customers to increase the deferred ARR. That's not a onetime thing. That's how we're working with our sales teams and our customers, right? So you can continue to expect that trend to continue.

I would go back to the fact that when we think about next year, right? We wouldn't -- even if we saw no better, more performance than we saw this year, you'd start to see that growth year-over-year. And so I think we're not going to guide any specifics around net new ARR trends, but I think that's the best way to think about it right now.

Your next question comes from the line of Nay Soe Naing with Berenberg.

Maybe if I could start with Neil Neil, please. I noticed that you've been calling out a displacing win for a few quarters in a row now. I just wanted to understand, is it a product of what you and Rob has been put in place for the past few quarters? Or is it also the fact that your investments and product releases around AI is helping with the competitive edge.

And second part of that question is also, am I right in saying that many of the displacement wins that you called out are primarily in the Windchill product. Or is it more broad-based across the product portfolio, please?

Yes, great question. Thanks for asking it. I think, what's happening and what we're seeing, and you saw another one, Hamilton Medical that we released about Code beamer yesterday because that's an ALM code beamer, we're seeing that in droves right now. And part of the thrust of why we're starting to see it.

I'll start with pad first and then move my way down here. One is like we got an incredible capability in Onshape. Onshape by the way, from a vertical perspective is kicking [ b*** ] in the robotics and automation space as well as in the physical AI space. Hence, the reason why Jensen himself actually talked about Onshape and PTC in his keynote, as I'm sure you guys all followed, that's actually just a much better solution than anything that's out there in terms of what Onshape does from a cloud native CAD tool.

On Windchill, as you mentioned, displacements are coming because, again, our focus 2 years ago was to solidify the core functionalities of this company that's made PTC grade. And the teams are in hard at work for 2 years doing that. And so the feedback is, if I'm going to go modernize my PLM environment, why not choose the best product out there that actually is investing into it and not talking about 50 other things that they're going to acquire in the next 2 months, like they're focused on the thing that we need.

So we're seeing displacements happen because consolidating PLM systems onto the best one, which is Windchill is paramount. By the way, I'll give a shout out to Arena, our cloud-native PLM solution is also kicking b*** because we invested into it, added AI functionally faster than any other competitor, and we're starting to see traction there. So that's coming from like the AI angle plus also just the work that we put into Windchill.

Codebeamer ever talked about. That's just off to the races. We have matured the product. We're creating scalability. It's second to none in the industry for companies that need to have complexity at scale of the requirements, which is becoming increasingly important, and we're just making Codebeamer better.

And then lastly, on ServiceMax, like we have a best-in-class solution that has forward-looking that beyond anything we've seen before, and so that's also gaining traction in the space. So put it all together with a newly energized go-to-market transformation that we put in a team and a messaging and a coordination across marketing, sales, et cetera. And you got the recipe for why like field Amojo coming back into PTC. And we got continued focus, and we're not going to take our eye off the ball. But it's the result of all the work we put in for the last 2 years is starting to now show up.

That's really helpful. sounds super exciting. And maybe if I could ask a second question for Jen. On the new share buyback authorization $2 billion across 2 years, that's probably the vast majority of the free cash flow that you generate over the next 2 years as well. Is this -- are you guys just being opportunistic with the share buyback programs given the valuation multiples today? Or is it a fundamental change in your capital allocation approach some of the previous CFO. If I remember correctly, I think the plan was to allocate 50% of free cash flow per share buyback, which the $2 billion this year would be significantly higher than that level.

Sure. So let me just start by saying when we think -- when I think about our capital allocation velocity, it really hinges on 3 pillars: organic investment back into the business, inorganic via M&A and share buybacks. And we look at each 1 of those to understand what was the right return on investment in capital.

And this year, especially right now where the stock price is, we believe in the long-term durability of this company, and so share buybacks have been in our eyes, a very good use of capital. Without guiding to the future, the authorization allows us continued flexibility in FY '27 to ensure that if that makes sense, we can continue to pursue it.

Your next question comes from the line of Tyler Radke with Citi.

Neil, you talked about some pretty large wins in sort of the technology space. And obviously, there's an explosion of code being generated, but also the physical equipment that needs to go into data centers to support that.

So can you just help us understand like how are you benefiting -- what are some of the increased levels of complexity that are driving demand for PTC products and -- is that something you're seeing as you're approaching these renewals with some of these large standing customers that are probably growing much faster than they've ever grown before.

Yes. Thanks for the question, Tyler. So it's a great question, and I'm glad you asked it around the customer environments when you get an electronics and high-tech company that's in the middle of all the data center build out, they are being pressured to deliver as quickly as possible products out into that data center with the highest amount of quality, right?

And that thrust is like very aggressive right now. What all those companies are doing, many of which are now our customers be are the ones that we're displacing into, they're looking at where is the bottleneck, right? And when they look at the bottleneck, the engineering bottleneck of when someone's designing something that's to be used in a data center to when it gets manufactured, that like center of what PTC is so great at they look at that environment that they have, and it's very fragmented, Tyler.

There's multiple different PLM systems in many cases. There's manual processes in many cases. They have not standardized on any real tool, there's multiple things because it's been an afterthought for many companies. So when they're thinking about how do I accelerate it, and every single conversation even with these companies are saying, "Well, I want to supercharge my engineering workflows with AI," it's coming back to it's impossible to do that because you don't have a structured data foundation to apply this to let alone actually have speed within your normal processes without AI.

And so that like tailwind and urgency is causing this point that we're making around modernizing the product data foundation -- we're seeing that across the board across Codebeamer. I mentioned this like a couple of quarters ago, and we continue to see it where Excel or an antiquated system that's been around for 15 years, just doesn't do enough to give context to an AI to accelerate requirements or test case management, same thing on PLM, Same thing on why Onshape is growing like weeds right now. Same thing with what we were actually seeing in displacement for Creo because of the best-in-class nature and the embeddedness of AI into it.

So Tyler, that's the theme of those data center infrastructure build -- the data center picks and shovels to these companies that you guys are all valuing high, well, the picks and shovels underneath them is PTC.

Your next question comes from the line of Siti Panigrahi with Mizuho.

Can you hear me?

Yes, Siti.

Okay. This is Samer calling in. So the question I had was around the specific data that only Creo and your products are able to use and not a third-party agent. How do you create that data mode? What -- and then in the end, who owns the data?

And the follow-up to that or a similar thing is, do you work with SIs or third-party IT services providers to enable the IT infrastructure modernization that is needed to enable AIUs at the customers. So it's a little bit of a repeat of what has happened earlier, but just wanted to get a better feel.

Samer, let me start with the second point. For sure, like on a lot of these large-scale transformations to modernize the product foundation 1 of the things Rob and CK talked about is we're incorporating greater SIs into our ecosystem. And in many cases, they are the lead with us to help modernize the change processes, implement these solutions across customers -- in some cases, by the way, PTC does it with our own solutions and our people as well. So it's a mix. But in predominance, we're using partners to do that on the product data modernization piece.

On the first question around Creo, this is highly relevant in terms of the incredible capabilities we have and the unfair advantage we have to deliver AI to a 3D model. And the unfair advantage is actually the folks that actually own the CAD systems, PTC is 1 of them. There's only a few others in the world that do it. we're embedding AI into our CAD systems in Creo, we've already done it with Onshape.

And the advantage we have is we understand the construct and the context of everything happening to design a 3D part, how it fits for a product the manufacturing constraints, the materials, the geometry, the mathematics to actually bring the creativity of an engineer to life that actually becomes a product that happens on a CAD system that we have full proprietary understanding of how that actually comes to be.

And that is the advantage we have of training our AI onto that data set is a huge advantage versus any third-party. By the way, we applaud every third-party that tried to give a user interface to this our point of view is we're providing the user interface with our AI solution that is going to be materially advantaged than any other third-party as we continue to develop AI across our Creo and Onshape solutions.

Your next question comes from the line of Blair Abernethy with Rosenblatt Securities.

Neil, I wonder if we could just go back to Windchill plus for a minute. And can you just talk a little bit about where the demand is coming from here, net new customers to PTC? And sort of what's with on-prem conversions? Are you seeing that continue? Or are they opening add-ons, new instances with Windchill plus? Just kind of try to get a feel for how that's performing.

Sure. Thanks for the question. I was remiss in not mentioning that modernizing a product data foundation also, in many cases, includes how do you go into the SaaS version of our solutions, which is why you're seeing and we're seeing the traction of Windchill plus in the marketplace. We've released several press releases a number of customer anecdotes. The reality is that product is really moving at pace right now.

And so that is part of the modernization where it's just a more simplified cleaner tech stack by which someone could run their PLM off of and consolidate other legacy systems onto. So that's an area we mentioned a couple of years ago. We're investing into. We want to make sure it's right. We want to make sure we get customer references. We're starting to see that momentum starting to build, and we have many more years to do that.

To answer your question, that is predominantly on net new, and it's a very good thing that we have in our artillery to go win displacements because it's such an advanced solution versus anything else in the marketplace, plus it modernize their tech set by which AI could actually create greater scalability. So that's like kicking b***, we're like super jazzed about and we're thinking ways creatively to continue to accelerate that momentum.

On your point around on-prem, I wouldn't go as far as saying like the dam is broken because many of our customers like really first want to modernize their data foundation by expanding their on-prem solutions and taken out the other third-party solutions that might not have the scalable of Windchill or Veoneer processes and put it in what we call enterprise PLM.

So we like that. And by the way, over time, they will convert to SaaS, but we will take that all day long to make sure that we capture all the seats that are available in that environment, #3 point -- third point, the last thing I'll say is there's going to be many customers, particularly in some spaces where you need to have air gap system where they'll never move to SaaS, and we're perfectly fine with that as well. as we think about it.

Lastly, you didn't ask the question, but I have to add to it. Our AI releases are both for on-prem as well as our SaaS solutions.

Your next question comes from the line of Yun Kim with Loop Capital Markets.

Neil, just following up on Blair's question on Windchill. Obviously, you mentioned product several times on the call today. Is that 1 of the key drivers behind the strength of your -- that you're seeing on deeper AR deal than your focus on deferred AR deals in your go-to-market?

And also, I think you kind of hinted on it, but I just want to make sure, you still need to adopt AI and need to modernize the product data to support those AI initiatives. Is that kind of what's driving some of this momentum around Windchill plus as well?

Sure. That deferred AR buildup is actually coming from multiple different product SKUs. It's coming from code beamer ALM, strength displacements, expansion that we're seeing there were, again, I want to reiterate, Onshape is creating huge displacement opportunities off of I won't name the competitor, but we're taking share there in an aggressive fashion at scale right now.

And then Windchill, to your point, is clearly the nerve center of the product data foundation, and that is a huge element of modernization that we're seeing in the buildup of deferred ARR. And so we see that happening across those major categories I'll give another shut out around our Board in the cloud PLM solution is also seeing a renaissance of making sure expansions occur.

So that deferred ARR is starting to click. And when I mentioned the area of SLM, where previously, as I've mentioned on multiple calls, that ServiceMax is weighing the momentum of the rest of the portfolio -- we went through a rough period for the last 18 months, and we're optimistic that the big digestion of the negative churn is behind us.

We're more in a normalized environment with a strong pipeline, and we're getting that back in the gym and back to form like the rest of the portfolio, we're enthused by what we're seeing so far and still the work and our heads are down to execute around that.

Okay. Great. And you can to just squeeze in 1 more -- so you kind of gave us some use cases and some small PLC examples of our AI products. Can you just kind of expand on what type of AI products that you have available today on GA and just talk about what are your plans around AI products going forward?

Yes. We've got 8 AI releases already done last year that we've been working on POCs and refining with our customers -- we've got 14 more that we're releasing here in 2026 with 1 pretty awesome. You'll see it in PTC decks, an amazing AI native first product release that we're putting out there in Chicago in June.

But the areas that we're actually seeing now going from POCs and migrating to operational scale. I mentioned some of the areas in service packs that are going into more scaled conversations. That's first -- 2 is Onshape AI is actually most of the information that Onshape AI is providing to end users are making and simplifying their processes is happening on AI versus all the other ways they were doing it before AI.

So we're seeing really rapid adoption there on that board in the cloud CAD solution. And then on our Board in the cloud PLM solution, we have an amazing supply chain AI intelligence layer then we're seeing that now being in an operational environment, where customers are seeing supply chain disruptions flowed right into PLM and so that there is no need for multiple tools versus just using PTC's products.

So that's what's in right now and the momentum and the title wave is building on incremental and exciting AI releases just in the next 6 months from now to the end of September. So Stay tuned on that. We're getting really strong feedback from customers. We're working hand in hand with them to make it usable adoption rates, and that's why we're pretty pumped over here.

Your next question comes from the line of Andrew Obin with Bank of America.

As you guys sort of talk more about AI, can you just talk about this attention about proprietary data and folks who want to make all sort of agent solutions want data to be interoperable. You want to be able to feed them to data graphs. How do you manage this tension at your customer level?

And second thing, does that mean that maybe down the road, you have to because PLM is at the heart of it, that you actually have to be your own proprietary capabilities, either organically or through an acquisition.

So thanks for the question. So just moving backwards around how we're executing across our AI strategy. One is this intelligent product life cycle, build a modernized product data foundation. I think we've made that clear around customers need to put their data house in order, PTC enables them to do that.

The intelligence layer that we talked about in the early part of the script is around building a layer of intelligence that actually executes what the agents within the products are actually doing. So Phase 2 is building embedded agents that I talked about previously in the core systems of records in Onshape or ServiceMax or Windchill or Creo or Codebeamer, those are creating productivity gains within that solution.

But our vision is a lot more expansive than that. And we feel we have an unfair advantage to create this intelligence layer because we understand how the context of that data actually operates across an enterprise. What I mean by that is there is a view that we strongly have that agents will need to interact across these domains for greater outcomes to our customers. And we will create that intelligence layer.

We are creating an intelligent layer by which that operates. And those agents can communicate with eachother. So we feel and our customers to answer your question, are coming to us and saying, PTC, you're the trusted source. You understand the data best, you could train the agents the best, you provide this to us. So that's how we see it right now.

However, we are very open, and we have a deep belief that there'll be multiple agents across other systems of records outside of engineering that we will interact with including ones that the customers build, including ones from other software providers or others. But within the engineering workflow and that stream of what happens to that data in the enterprise, we will have the most advanced, most efficient agents build bar none that know what to interact with each other. That's our vision of where we're taking the company.

So your goal is to build agents that dominate your own ecosystem rather than have agents that can sort of plug in your ecosystem and interact with other file formats?

Yes. We will add the best agents that understand how to interact with Windchill and be able to have the data and context of that Windchill productivity gains. -- to make sure a manufacturing agent or an ERP agent or a service agent actually knows how that deal with that solution and create a better outcome for the customer.

So that's how we're thinking about build the best agents and the products that we have deep domain expertise in let them interact with each other and create the interface by which they could interact with other agents that are built by others.

Your final question comes from the line of Alexi Gogolev with JPMorgan.

Neil, if I could go back to the pipeline quality in velocity, you repeatedly referenced large and high-quality pipeline for the second half of the year. Can you maybe talk about the changes that you've seen since Q1, maybe in cycle times or approvals, ramp deals. What's different that you're hoping to see in the second half of the year versus second half of last year?

Yes. Thanks for the question. What we're seeing is the higher quality pipeline. Again, a factor of a go-to-market transformation is around making sure Rob and CK, our leaders of go-to-market, align the resources, the messaging, the -- all the things that we're doing for customers in a vertical way so that we build a higher-quality pipeline with larger amounts that are more strategic and that have higher velocity.

And what I'll say is the high-quality pipeline has increased from last year to now as we think about the second half, the conversations are still -- by the way, we still have to go through approval process. We still live in an environment where there is a war going on in energy prices have escalated to levels no one's seen before in a long time. So all those strains we still have to go through and get the approval.

I think the added things that are happening is, one, we're internally better. We're a better organization than we were last year because of all the hard work that we've done. But 2 is, from a macro perspective, we're getting this thrust of AI is so prominent and customers after spending all the cycles think about AI within their infrastructure are realizing without a strong product data foundation that as context to it, AI just does not work well. And that's leading for us to have these engaged conversations leading to us being energized by the demand capture.

And we got our work here to execute across the high-quality, higher pipeline as we think about the second half of the year versus last year at this time.

That concludes our question-and-answer session. Please remain on the line. As I now turn the call back to Neil Barua for closing remarks.

Thank you everyone for joining us and for your questions today. We'll be on the road on the weeks ahead. participating in investor conferences. We look forward to seeing you then.

Ladies and gentlemen, this concludes today's call. Thank you all for joining. You may now disconnect.

Good evening, ladies and gentlemen. Thank you for standing by, and welcome to PTC's Investor Update Conference Call.

[Operator Instructions]

I would now like to turn the call over to Matt Shimao, PTC's Head of Investor Relations. Please go ahead.

Good evening. Thank you, Kate, and welcome to our update call to answer questions related to the divestiture of Kepware and ThingWorx. On the call today is Jen DiRico, Chief Financial Officer.

Today's conference call is being broadcast live through an audio webcast, and a replay of the call will be available later today at www.ptc.com. During this call, PTC will make forward-looking statements, including guidance as to future operating results. Because such statements deal with future events, actual results may differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements can be found in PTC's annual report on Form 10-K, Form 10-Q and other filings with the U.S. Securities and Exchange Commission as well as in today's press release.

The forward-looking statements, including guidance provided during this call, are valid only as of today's date, March 16, 2026, and PTC assumes no obligation to update these forward-looking statements. During the call, PTC will discuss non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures can be found in today's press release made available on our website.

With that, I'd like to turn the call over to PTC's Chief Financial Officer, Jen DiRico.

Thank you, Matt, and good evening, everyone. We are pleased to complete the divestiture of Kepware and ThingWorx and increase our focus on our intelligent product life cycle vision. Before I take you through our guidance, I'd like to mention that in our slide deck, we have 4 appendix slides on the Kepware and ThingWorx transaction. The first 2 slides show the changes to the estimates we provided when we announced the divestiture on November 5, 2025. There were no material changes to the estimates we originally provided. There were just 3 immaterial changes to our estimates related to the divestiture.

First, the transaction proceeds were $523 million, $2 million below our previous estimate of $525 million related to working capital and indebtedness adjustments. Second, divestiture-related costs are now expected to be approximately $40 million, up $5 million from our previous estimate of $35 million. Third, cash taxes related to the transaction are now expected to be approximately $110 million, down $15 million from our previous estimate of $125 million.

Slide 8 shows the transaction proceeds. As a result of the changes I just took you through, the estimated net after-tax transaction proceeds are now $375 million, $10 million higher than our previous estimate of $365 million. Slide 9 shows an illustrative free cash flow model that bridges from our free cash flow guidance without the divestiture to our post-divestiture guidance. Our post-divestiture free cash flow guidance is now $850 million in fiscal '26, $10 million higher than our previous estimate of $840 million. Following the divestiture, we will generate net cash flow inflows from the transition services agreement with TPG. We expect the transition services agreement to continue through fiscal '26 and end sometime in fiscal '27.

In fiscal '26, we estimate that cash inflows generated from the divestiture-related transition services will largely offset the absence of Kepware and ThingWorx free cash flow post divestiture. For fiscal '27, we are now factoring in an earlier end to the transition services. And because of that, we now anticipate a free cash flow headwind of $70 million in fiscal '27, up from our previous estimate of less than $50 million. Let's continue with our overall guidance update on Slide 4. This update is in line with our expectations. We are no longer including Kepware and ThingWorx in our guidance for ARR. For fiscal '26 and Q2 '26, our constant currency ARR guidance, excluding Kepware and ThingWorx is unchanged. We have updated our fiscal '26 and Q2 '26 guidance for free cash flow, revenue and non-GAAP EPS to reflect Kepware and ThingWorx no longer being part of PTC following the close of the transaction on March 13.

We have also updated our fiscal '26 and Q2 '26 guidance for GAAP EPS to reflect a $464 million gain on the sale of Kepware and ThingWorx, partially offset by the absence of earnings related to Kepware and ThingWorx post close. Finally, over the midterm, we continue to expect non-GAAP operating expenses to grow at roughly half the rate of ARR.

While we are not guiding to fiscal '27 free cash flow today, I know that many of you are focused on this. To help with your models, on Slide 11, we've identified the significant items that impact the baseline for modeling fiscal '27 free cash flow. Also, as I've gotten further into the CFO role, I think it would be helpful to provide some broader comments on PTC related to cash taxes beyond fiscal '26. First, as we've previously highlighted, we've consumed our historical net operating losses. That means our cash tax rate will migrate towards our GAAP P&L tax rate over the midterm. Roughly speaking, in fiscal '27, your model should have cash taxes of $180 million to $220 million. And in fiscal '28, your model should have cash taxes in the same ballpark as GAAP P&L taxes.

With that, I'd like to turn the call back to the operator for the Q&A session.

[Operator Instructions]

Your first question comes from the line of Adam Borg with Stifel.

Awesome really, really helpful. Maybe, Jen, on the last point you brought up around cash taxes, at least qualitatively, given the impact of higher cash taxes in coming years, you talked about OpEx growing at half the rate of ARR. Any qualitative commentary on how we should think about free cash flow growth relative to ARR given the rising cash taxes?

Sure. So first, I appreciate the question, and I'm glad the slides were helpful. As we are not guiding to FY '27, I think at this point, I would focus you back on the fact that overall, our cash taxes will be estimated between $180 million and $220 million for fiscal '27. And that's primarily due to the fact that we have used up our mitigation strategies for cash taxes. And we expect that overall, the GAAP tax rate will align closer to the cash tax rate in '28 at this point. And I look forward to giving you more guidance and updates around FY '27 in the coming quarters.

Your next question comes from the line of Siti Panigrahi with Mizuho.

Great. Jen, just wanted to ask you about share count. I know you talked about the share buyback. How should we think about share count for the remaining of the year or maybe on a quarterly basis?

Sure thing. So like we said, we are going to use the majority of our free cash flow to buy back shares. we expect the range of our overall share buybacks to be between $1.125 billion and $1.225 billion in terms of overall share buybacks.

Your next question comes from the line of Jay Vleeschhouwer with Griffin Securities.

Jen, could you give us a little bit more granular data about the divested businesses? Just to be a little bit more precise in modeling, for example, the divested OpEx revenue, cost rate rather. It looks like you were spending about $65 million to $70 million a year on the divested businesses for OpEx and maybe talk about headcount. And then lastly, the contract of sale referred to a potential earn-out of, I think, up to $125 million. Could you talk about the circumstances which would allow you to get to some or all of that?

Sure. So let me talk about -- we are not giving details around specific operating expenses. What I can just highlight is in FY '26, we are seeing a benefit of $70 million related to the Kepware and ThingWorx that we don't expect to recur next year. I would say my overall guidance for -- and just my approach on capital allocation is such that we will look at the entire business, right, and we'll identify areas where we either want to reallocate or find additional efficiencies. And we will incorporate the $70 million that I talked about into that. And again, I would also highlight the $70 million that I shared with you is a combination of TSAs and operating expenses.

Your next question comes from the line of Ken Wong with Oppenheimer.

Maybe shifting gears a little bit. So I think all the numbers got a pretty good sense of it. Can you elaborate if there are any potential go-to-market bottlenecks while you guys are awaiting the ThingWorx divestiture process to play out? Basically, like were there certain perhaps benchmarks or certain paths that go-to-market would have moved forward on had this completed earlier? Any thoughts, any color there?

Sure. So with any divestiture, there comes distraction across the org, but we're very pleased with how the overall organization has handled it. And I would point you back to the fact that we reaffirmed guidance for Q2 in the press release.

Your next question comes from the line of Jason Celino with KeyBanc Capital Markets.

Thanks for giving us the heads up on the call this afternoon. It was nice to wake up and not be in a panic to have to join a call. But -- so my question is on the expense growth. So it sounds like the rule of thumb expense growth half of that for ARR growth. That would be roughly implying about 50% incremental margins. Why is this the right framework? And like where do you continue to see sources of leverage?

Certainly. I would say, without going into specifics, I think overall, as we look at the continued efficiencies that we can drive across the business while also reallocating investment, we do feel like the 50% is the right ballpark. And then I would just take a moment to just remind you, we've -- because we've reaffirmed this, we're very committed to continuing to ultimately focus on our operations and believe it's the right path forward.

Your next question comes from the line of Tyler Radke with Citi.

Jen, on the ASR here, obviously, very clear where you're putting the money. Can you just talk about philosophically how you think about the approach to capital allocation, the decision process on doing the ASR versus other forms and just how we should think about that going forward?

Yes. Thanks for the question. I think right now, as we look at where our best uses of capital can go, we do believe that the share buybacks, just based on the potential that we see in our company overall, we do believe this is the right view for us. We're going to continue to evaluate that in FY '27 and beyond. But based on just the ROI associated, we feel like this is the right strategy for now.

Your next question comes from the line of Saket Kalia with Barclays.

Jen, thanks for all the helpful detail on the slides. Maybe just one housekeeping question as we think about the cash taxes for '27. Just for a baseline, what are the rough cash tax dollars that we should be modeling here for fiscal '26, excluding the cash taxes related to the divestiture?

Sure. For fiscal '26, it's between $130 million and $150 million.

I will now turn the call back to Jen DiRico for closing remarks.

Thank you for your questions today, and we look forward to speaking with you on our Q2 fiscal earnings call. Thanks, everyone.

Ladies and gentlemen, that concludes today's call. Thank you for joining. You may now disconnect.

We're good. We're on? Okay. I guess it's going well. How about you, Neil?

Good. Long day.

Great to see everybody. Thank you for coming in to see us talk to Neil from PTC. Neil, thank you very much for being here. Many years now at the conference. I always enjoy this conversation. Let's just start out with the very basics for anyone in the room that's newer to the PTC story. What does PTC do for your customers? And what goals you're trying to solve for them?

Sure. Thanks for having us here at the conference. So PTC, global software company. Our software helps companies around the world, product companies, design manufacture, service the products that we rely upon. 5 verticals we're really deep into that we're innovating for and spending our 40 years of history moving forward. First is industrial manufacturers around the world; second, federal aerospace and defense manufacturers, 3 electronics and high-tech companies. our is medical technology companies and last is automotive.

Great. All very understandable physical goods in the world. Let's talk about the intelligent life cycle vision. I know you've been talking more about this. Frame what that is for investors and what you're trying to deliver for customers through this vision.

So this is really capturing a lot of our customers' attention and is the framework by which we've been indicating the momentum that we've been building over the last couple of quarters of demand capture. And what's happening is there's a realization and understanding for our customers and those new that we're acquiring that product data is actually the fundamental most important asset of product companies around the world. And all that product data actually resides and lives and gets breathed into life by software that's provided by a company like BTC.

And so what we've been working with our customers on is let's supercharge your business. Let's make sure you are competitive by building with you an intelligent product life cycle. What does that encompass? First off, you need to build a product data foundation. You need a strong, consistent product data foundation built by our core solutions, our core mission-critical systems of record in CAD, PLM, ALM and SLM software solutions. So customers build a product data foundation with these best-in-class capabilities to give you a clear data structure.

Then on top of it, we have this incredible technology called AI that needs to be put on top of this product data to supercharge the way in which you could actually understand your most critical asset, product data to actually be competitive. And that builds the intelligent product life cycle and it's capturing a lot of attention and excitement from our customer base and those new that we're acquiring.

That's really great. I'm going to skip ahead a little bit because you brought up AI and data here. Everyone at this conference and for several months now has been talking about AI disruption in software. But you have sort of real data advantage on behalf of your customers with this product data you have. So can you give us a sense how you and PTC view the future world with agents, LLMs and your positioning in that world?

Sure. We're like energized by our positioning with enabling AI to be of advantage to our customers. And we feel very advantaged that we have the secret sauce, the decoder ring to actually train AI to actually have real scalable outcomes for our customers. As an example, the beginning of a product actually happens with the design, right, a 3D model that happens on Creo on chip, which is the flagship CAD models in the business.

The AI agents that we're training on that CAD model actually has a lot of complexity because of the 3D geometry and something called a kernel that drives really complex mathematical computations to understand how that 3D model actually persists in a deterministic way to get manufactured. We're highly advantaged. We're the only ones that understand how to and know how to train that CAD data model on that kernel and what happens to make a deterministic outcome of that AI agent.

So our customers are coming to us after 18 months of experimentation of other solutions that they were looking at, whether it be their homegrown solutions and saying, we've realized PTC has the ability, has the capability and has the technology to actually build the AI agents with us to build the intelligence on top of this product -- intelligent product life cycle. So we feel really good about that.

Lastly, you've seen, hopefully, our customers are giving us really good reviews around a continuous flow of innovation coming out of PTC, organic innovation that has not happened in many years with the transformations we've done, we're putting out AI-enabled solutions within the workflows of our mission-critical systems, the records across ALM, PLM, CAD and SLM.

It's interesting. You're not making widgets. You're making mission-critical automotive, airplanes, medical devices, just some of those verticals you mentioned. It seems like your customers are leaning into AI already and want to take advantage of AI capabilities. Where do you think the mindset is around these mission-critical products and they're willing -- your customers' willingness to adopt AI?

The conversation always includes AI, and our customers are enthused by the progress we've made on real use cases of putting AI within an engineering framework that has really deterministic outcomes. So they're impressed by that. But what's happened is our customers are also the ones that have been around for 10, 50, 200, 500 years of existence. And they realize to make something work, you actually have to put the foundations in place.

And that's why the intelligent product life cycle starts with building a product data foundation that's composed of putting modern tools like Windchill, our PLM system, flagship PLM system, into all the seats that actually in a company that develop products. And we're seeing that momentum in addition in parallel to the AI execution, actually caused the momentum that we've been talking about the last couple of quarters.

Very cool. It's a natural good pivot point to actually switch to go-to-market. Last quarter, you talked about turning the corner on your go-to-market transformation. Can you tell us a little bit more what you meant about turning that corner?

Two years ago, when I came in and became the CEO of the company, we prioritized the company back into the core fundamentals of what PTC is based on feedback we got from customers. That then translated into bringing in a whole new team that actually executed very difficult decisions organizationally, messaging, enablement and reconfigured how we interact with our customers in a vertical expertise manner. And in parallel, we also executed and have begun a revitalization of product and innovation at PTC. We brought in a new Chief Product Officer. He redesigned the product and R&D organization. You could see the release cycles now increasing.

And when you put that all together, we're seeing that momentum show up in customers understanding clearly what does PTC do. They're looking at us now more strategically versus feature functionality of PLM. But like if we drive this intelligent product life cycle, we get outcomes in these verticals that other companies in the verticals are getting from PTC. So I want to get on this bus pretty quickly, start moving through that.

That's showing up now on my energy level here because I'm super enthused about the progress we're making and the tough work we put to get here, but it's shown up in demand capture over the last 2 quarters. Customers are showing up with their checkbook saying, this is starting to work. To be clear, we have still continued work to make this durable, consistent and sustainable. But the difficult decisions we made organizationally, messaging, strategically are starting to now resonate in the marketplace. And that's a good place to be at right...

Absolutely. And I know this demand capture you've talked about, it's impacting ARR, but also deferred ARR. Can you talk us through the dynamic between those 2?

Yes. Deferred ARR is the component of the deal that remains as an obligation of the customer that's committed obligations when actually the technology is implemented, right? And so when we're winning these strategic deals, we're getting larger deferred ARR because when you consolidate a PLM estate, you not only get the homegrown systems that we've got to convert into a Windchill instance in this example, but also our competitive displacements across some divisions that we're using a competitor's PLM solution.

That all has rigor towards how that gets implemented. And we have a precise way now with the go-to-market teams far more aligned than they ever were, customer success and the sales team to really implement when the customer needs the solution and do it methodically by which we actually get the activations and the utilization the way we want at our customer sites.

That's great. And you brought up competition. What is the competitive landscape like today? And particularly in your core PLM, CAD areas? What's new with the existing old guard competition that's out there for PTC?

I think putting the flag as the nerve center of the product data foundation being off of a PLM system is advantaging us, meaning this also includes Codebeamer, which is our ALM solution, but the 2 kind of -- they coexist in the product development cycle. that's a best-in-class solution. And it's really good also when it's a best-in-class solution when competitors are trying to force people to migrate onto a platform and you provide them a solution that is so than what they're trying to force the customer into. So like our openness, our approach of being customer first is resonating.

And that's why we're seeing competitive displacements in PLM. We're seeing competitive displacements in ALM, and we're continuing on that front. Interestingly, in CAD, we have something called Onshape, which is the most modern CAD tool bar none. And we are seeing significant traction and acceleration of competitive displacements of other CAD tools out there that allows us not only to secure the CAD capabilities, but we're building an Onshape to Windchill connector that will also drive PLM growth. So strategy is starting to resonate, and we feel good about our place right now in the industry.

Very cool. And I got to ask about, I'll call it the ankle biters for lack of a better word, but anything in the AI native PLM CAD world, I don't even know if it's a thing. And you've talked about how long your customers has been around to really needing to trust a brand like PTC. Do you think about AI native start-ups at all? Do you see any out there? Or is it really PTC and some of the other more traditional competitors?

We think about everything that's happening around AI like every other company is doing right now. What we feel is a strong advantage is this customer feedback to us versus our own bias is within PLM or CAD or ALM, this is, again, going back to product data is the IP, is the competitive differentiation for these companies, bar none. That is their most valuable asset. It's sitting on Windchill, right? Us enabling innovation for AI-enabled workflows driven an agent frameworks that are built by PTC, understanding the data models well and delivering to customers for use cases that they need.

There's no reason with all the security, governance, access controls that we've already built into our mission-critical system records for them to think about a third party doing this. So we feel really good about our positioning, and we see a lot of people actually energized to join PTC saying, wow, like everyone could do agents, but we don't have a data set that actually we could train these agents on PTC, you have that technology. So we're actually attracting really interesting talent coming in the business.

Very cool. You mentioned earlier, Codebeamer and Windchill. Let's unpack that a little bit more. I think the first time we met, you told me that the most automotive companies have more software engineers on staff than mechanical engineers. Can you talk about the integration between Codebeamer and Windchill and what you're really seeing in the combination of digital and physical product?

Sure. One of the things interesting is automotive in some other industries or some other competitors could be seen as Achilles' heel. For us, what's interesting is our exposure to automotive is through Codebeamer, right? And Codebeamer is an ability for automotive companies to actually be relevant with software-defined vehicles and have actually software be part of the mechanical and electronic components of the car. So Codebeamer is a real strong driver of our growth and is being readily adopted by all of a significant portion of the automotive OEMs, and now it's perking down to the Tier 1, Tier 2 suppliers because of traceability.

When we add Windchill to the component, what's occurring, this theme of software-defined everything, software is becoming in every industry becoming a more critical part of the hardware, mechanical part of the product, right? And Codebeamer does an incredible job mapping to the variances that are happening in mechanical and hardware changes to make sure that products are being developed with the same clock speed of software development as it would in the mechanical and hardware side.

We're very advantaged there because Codebeamer works in an agile framework versus competitive solutions. And then when you layer upon the strength of configuration of hardware mechanical components in Windchill, it's a home run. You will see increasingly number of releases coming up on continued integration tightness between the 2, and you will see agent frameworks and agent capabilities that will actually map towards these 2 systems actually working more and more closely together. It's what our customers want.

Very cool. Last year, you announced an interesting portfolio rationalization, I'll call it, but divested ThingWorx and Kepware. Can you talk about the rationale behind that to sell those businesses? And maybe frame for us the kind of your view on the portfolio going forward?

Sure. Look, right now, the way we see it, as we've been mentioning, we're building momentum. We feel good about the hard lift and it now showing up. We just got to continue to make that consistent. We like the environment that we're operating, and we like the transformation our customers are looking at us for. We like our AI road map and the real value it's providing to customers. So we feel good about the current portfolio. We are close. I think we denoted that April 1 or earlier, we'll be closing the transaction of ThingWorx and Kepware, and we're on track for that time line.

What I'll say is the rationale and the really strong thing that's happening as feedback to us is customers are coming to us in all these conversations saying, this is great. You're talking about the product data foundation, the engineering product data and how we can unleash it across the enterprise, you're building innovation towards that. You're getting deeper into the domain. You're building AI use cases on top of those core systems of records. And you're not taking our eye off the ball and talking about the fragmented factory floor, right, which, by the way, the new owners of the business will have a far greater focus on that.

They'll have capabilities on it, and they'll better serve the customers in that area. And we now have freed up our clarity to the customers, clarity internally to go deliver on the promise of the intelligent product life cycle. And that singular focus across that strategy is super helpful to a company that's been around for 40 years that is pushing and accelerating at the pace we are right now.

That's really helpful and really allows you to focus your R&D organization on what really matters for customers and that you can deliver for them. How do you think about future M&A as an enhancement to your own organic development?

We're constantly looking at tuck-in acquisitions. We've done a few since I joined the company and...

Then joined through an acquisition.

I joined through an acquisition that was a little larger of an acquisition, but the ones that we're looking at is more tuck-in related, where Pure Variants was an excellent acquisition where we brought technology that was very unique that actually builds bridges, this Codebeamer to Windchill variant management, an excellent part of the portfolio that accelerated the ability to deliver what we just talked about.

We are looking at others that are -- we did IQL, a very smaller company. There are several others that could potentially accelerate it. We're staying disciplined on a few fronts. Number one is it has to be relevant to the strategy that we've got. It can't take us off and go to another shiny toy because there's enough demand right now and enough energy on the current strategy. So that's point one.

Two is you can't disrupt the organizational dynamics that we're building. I have a refreshed team where the camaraderie starting to build, the alignment is starting to build, the way we're talking about the business is being consistent. I will not sacrifice that culture changing, adding new people that don't fit in within that framework. But we're looking at it. We constantly are thinking about how do we accelerate the intelligent product life cycle for our customers. But they will be tuck-ins at best.

Okay. Very helpful. And maybe I should have asked first beyond digging into M&A. Let's take a step back, capital allocation as a whole, very cash-generative business today. How should investors think about how management and the Board will view the relative of investing in organic growth, return of capital to shareholders, again, and relative to M&A. I think you've already addressed M&A. But how do you think about broader capital allocation for PTC?

First off, like we've got a new CFO, and she's been doing a bang-up job. The team really is acclimated to her and the organizations really like the refreshed way in which she communicates and interacts with the organization. So I'm pleased. It's still early days, but there's -- the proof points are very positive. And the reason why I bring that up is it's a new set of eyes that's looking at like what's the ROI look like? Like how are we operating? Are we efficient? Are we making the business suffer?

And I'll say, in general, Jen and I are at the spot where the framework of 50% of ARR growth will be kind of OpEx related in terms of the increment is a good continued framework as we think about the opportunities as we think about multiyear ARR growth trajectories, et cetera. And one of the reasons why we feel good about that currently is because the new leadership is actually as much as the prior leadership did, we're continuing on this theme of reallocation of like what's the most best use of resource allocation.

And Jon Stevenson, our Chief Product Officer, is doing a bang-up job. As an example, spending time on releases that are maintenance releases on a product just because we've done it for the last 20 years, doesn't work anymore, right? And so Jon is bringing a new view of that. He's bringing in tools to accelerate development processes. Rob and CK are doing the same thing. And Jen DiRico is here, and she's looking at G&A to do the same thing. And so we feel good about the current contract.

I think it's important to stay disciplined right now. Jen and I shared this, by the way, the entire leadership team, stay disciplined because we see us rising right now and delivering what matters. And if we get too ahead of ourselves, that doesn't result in the right ROI and creates a different culture of the company. And I think by being this discipline has been helping us.

Lastly, I'll say on the capital allocation piece, one of the differences that Jen has brought to bear is we're going to get proceeds from this divestiture. And her approach, which she told the Board and first convinced me was like, look, this like the stock price is way too low. Like we're going to be out there and like we're going to use the proceeds, and we're going to do it in a way that's aggressive.

And so that will be themes of which we look at. But from a cost structure perspective, we feel good so far. We continue to think about reallocation, and we'll continue to think about what's the best for our customers. But right now, we're good in the framework.

Great. I'm going to hit one question on top line and then one on kind of profitability. But on the top line angle, we've talked about the positioning and how it's resonating with customers. But maybe at even higher level, like how does the macro landscape look for your customers? How is the pipeline trending implementation times? Are things moving faster today? Are things slowed down because of uncertainties out there in the world? And then is there any difference by geo or vertical? I know I just asked 5 questions.

No, it's great questions, and I've been in the field a lot of recent. I was just in Japan last week, and it's a theme that actually -- we operate in the major theaters around the world for 40 years, and we have a lot of depth of capabilities and experience with these customers. We're seeing a few themes that are of tailwinds here. Local for local, right? Reshoring, whether it be here in the United States, but in Japan, they're building up an immense renaissance of the industrial base for a lot of different reasons.

And that plays to our strong suit, right? It was a very well-attended kind of week that we spent a lot of time thinking about how do we modernize what has been a pretty legacy stack within the Japanese kind of industrial base using the intelligent product life cycle. And so we feel very advantaged by the local for local kind of what's happened as a result of the geopolitics on helping PTC.

Within the European defense space and aerospace, like there's a revitalization of how do we stay competitive and how do we actually fulfill our obligations to NATO, et cetera, that's causing us to have conversation with customers that says, we need to modernize. We need to like get this product data foundation in place and then put AI on top of it. So we're seeing good themes around that. And again, in automotive, we're very singularly focused on software engineering. That's a real good tailwind on continued companies building their inference there.

Across geographies, I'd say that North America is an area where we see an immense amount of demand and backlog, predominantly for those that don't know, we are at the epicenter of the build-out of data centers, meaning our customers are, whether it's the Cummins of the world, the JCIs, like you go down the Schneider Electrics of the world. They are very strong PTC customers, Caterpillars. And they're dealing with immense demand, right, in backlog. And we're helping them modernize their infrastructure so they can be nimble, adding intelligence to it.

But I'd say that the demand, the uncertainty of the tariff situation is not allowing the customers in North America just to go at the pace the demand is requiring them. So I'm optimistic that as we get more clarity, hopefully, around the tariff situation, it will unlock a next leg for the North American manufacturers. And I'm optimistic calmer minds will prevail and people think about already what has been great things added to the manufacturing within North America, including the OBBB, the tax bill has been a huge benefit to manufacturers, the permitting process. It's all moving in the right manner. We just need the tariff uncertainty kind of put behind us.

Yes. A lot of tailwinds clearly and tariff uncertainty will be one thing to get behind us will be very beneficial, it sounds. I was going to go to the bottom line. You talked a bit about this already, but maybe to ask a very specific question on profitability. How are you using AI? I don't know if you want to give some examples, but AI internally to automate, to create more efficiency for you all. You talked a lot about it from a product strategy for your customers. How are you all using AI tools?

Our engineering group is really accelerating on this. Like it's just really good maturing tools that from a code development perspective and quality is like it's becoming a very important part of how we're talking about the innovation speed. Jon Stevenson likes to say, I've come back here to make sure PTC runs at the speed of a startup. The AI capabilities really allow us to actually leapfrog that versus what's been happening over the last number of decades. So that's a benefit. Customer support, huge value of like we've implemented very strong AI capabilities and customer support.

I'd say, generally speaking, across the other functions, sales and marketing, we've implemented, we use it. We're still sorting through the ROI of those capabilities. And then obviously, in G&A, Jen's coming in and just got a bunch of new ideas of how to use AI to make that more of an efficient, effective kind of model. So yes, we're all of the above.

But similar to our customers, we're making sure it scales. We're making sure there's ROI, and we're making sure there's real use cases because right now, we're busy. We got customers coming to us wanting us to deliver. I don't want the company distracted with too many test experimentations. but within R&D and product, for sure, this is a good capability right now that's matured that is scaling.

Amazing. Let me pause here. We got 5 minutes to go or so. Any questions in the audience for Neil? Sure. We have a mic hold on one second coming down.

Yes. Just I guess, on the CAD side, you mentioned Onshape, Creo, the kind of transformation towards a more cloud-based product on the Onshape side. Can you just give us a feel on product completeness on Onshape, where does that stand versus on the Creo side? Any kind of feel of adoption rate on Onshape versus Creo, like installed base sizes would be helpful. And also, I guess, the first leg on getting Onshape in the market. You often have to win with the universities, right? You have to get into the students that have to learn the tools. Anything around that would be very interesting.

Sure. Great question. So I would say we're not going to talk about the user base, but I'll say it's one of the fastest growing, if not the fastest-growing products we've got in the company right now. Codebeamer and Onshape are like really on fire. The reason for it is because it's matured enough by which companies like Garmin, companies like Garrett, the sophisticated multiproduct needing collaborative solutions, Onshape team has done a nice job scaling, right? And they've created the right element by which all of Garmin's products are being designed on Onshape as an example, a big statement of strength.

Different than Creo, Creo does a remarkable job at large assemblies. So very complex, large heavy industry design. Creo is extremely good at. And Onshape over time could be, but that's not where their focus is. In fact, Onshape's focus right now, we're knocking out of the park on robotics as an example, with Onshape. Most of the physical AI world is being designed on Onshape and several new introductions and announcements are forthcoming in the next number of weeks. we're seeing strength there.

So just from a perspective of where the market is, we're seeing that kind of both boats rise from a perspective of different markets, adding AI that's enabled into both of them, which we're spending a lot of time on, and we're seeing good value on it.

I'll come back to the audience, but the Onshape question triggered one for me just on your other Plus offerings, your SaaS initiatives. Can you tell us what you're seeing with Windchill+, Creo+ and the willingness of these more mature, sometimes around 50- or 100-year manufacturing companies willing to adopt the Plus series, your cloud offerings?

So every one of the new deals that we're winning, meaning from a competitive displacement is going on Windchill+. So it's a real strong product capability that's winning against our competitive solutions. Other competitors -- this is Windchill+. We feel very good versus 2 years ago, I think I told the market like, hold on a second, like this will take some time until we get our sea legs. I don't want to put myself ahead in the company saying Windchill+ is where you should spend your time thinking about where the value uplift is.

Two years later, we have matured, and we have far more transformations under our belt. We are deep into multiple very complex implementations right now. And we're continuing to invest into Windchill+. So we see real value in the continuation of Windchill+.

We also, to be clear, for those new to PTC, continue to see on-premise Windchill expand seats, right? So different than other industries, our industries have not given modern tools to product development teams. we're allowing that to happen. And then we're converting them to SaaS. In some cases, we're converting them early on. So we see that value.

In terms of the CAD kind of cloud versus on-prem, for very complex assemblies, Creo on-prem is completely the right approach. And our AI actually strategy has been building plug-in technology that works on-premise as well as SaaS. So we have an advantage of like AI helping both sides of the customer. And then we've got the best cloud, most modern CAD platform in the world that this gentleman asked about in Onshape. So we've got 2 vectors that customers can choose from.

Lastly, Onshape, different than prior regimes is actually create integration points of Windchill, right? It's a big change. It was a religious change within PTC. And the new team said, we're going to do right for the customers. That's going to unlock a lot more value also from Onshape, downstream into PLM, ALM over time. You saw that with the Garrett, the customer win that we talked about. That is fundamental to like how we displace a major competitor there with that strategy. And we'll continue to do that.

Absolutely. Time for one more from the audience. Do we have one more question for Neil? We crushed it all. a general one, you kind of, I don't know, I'm just going to summarize everything we've talked about, a lot to be excited about. What are the 2 to 3 most exciting things for you as CEO? No target this year, next year? What are you really pumped about with PTC?

We've been putting in the hard work. This has not been an easy couple of years since I took over the role. But doing the right things and making the tough calls on people, strategy, the focus on the customer, revitalizing the culture towards these things. I think that -- and as we're developing our AI capabilities on the intelligence of the product life cycle, it just feels good to have put the hard work and starting to see the momentum build. And when you see the organizations across the world speaking the same way and customers repeating back what we've told them, things are starting to click. And we've said that happened in the last few quarters, work cut out for us. We still have a lot of work ahead of us.

But I'm a big student of when shifts happened in momentum from an organization standpoint, and I could see it happening. And that just gives me pure joy and inspiration to push even harder right now because, one, our customer base needs it and the people at PTC and the generations before that gave us this opportunity deserve for this company to be the preeminent enterprise software company in the world. I strongly believe that we have that place to be that company. So those are the 2 things that keeps us going.

Amazing. I want to thank Neil for being here. It's always one of my most fun interviews. I always enjoy having you on stage. Thank you, Neil.

Thanks. Appreciate you having us.

And good stuff for PTC.

Thank you. Thank you, everybody.

Good evening, ladies and gentlemen. Thank you for standing by, and welcome to PTC's 2026 First Quarter Conference Call. [Operator Instructions].

I would now like to turn the call over to Matt Shimao, PTC's Head of Investor Relations. Please go ahead.

Good afternoon. Thank you, operator, and welcome to PTC's First Quarter 2026 Conference Call. On the call today are Neil Barua, Chief Executive Officer; Jen DiRico, Chief Financial Officer; and Robert Dahdah, Chief Revenue Officer.

Today's conference call is being broadcast live through an audio webcast, and a replay of the call will be available later today at www.ptc.com. During this call, PTC will make forward-looking statements, including guidance as to future operating results. Because such statements deal with future events, actual results may differ materially from those projected in the forward-looking statements.

Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements can be found in PTC's annual report on Form 10-K, Form 10-Q and other filings with the U.S. Securities and Exchange Commission as well as in today's press release. The forward-looking statements, including guidance provided during this call are valid only as of today's date, February 4, 2026, and PTC assumes no obligation to update these forward-looking statements.

During the call, PTC will discuss non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures can be found in today's press release made available on our website.

With that, I'd like to turn the call over to PTC's Chief Executive Officer, Neil Barua.

Thank you, Matt, and good afternoon, everyone. I'll begin today by welcoming Jen DiRico to her first PTC earnings call as our new CFO. I'm confident she'll be a great CFO for PTC and a strong partner to our investor community.

Turning to our results, we delivered a solid first quarter of fiscal '26. We grew constant currency ARR 9%, excluding Kepware and ThingWorx and 8.4%, including them. And we grew free cash flow 13% year-over-year. These results reinforce our confidence in the transformation we are driving and the demand we are capturing. Our divestiture of Kepware and ThingWorx is progressing, and we are on track to close on or before April 1.

Before discussing execution in the quarter, I want to take a step back and talk about our transformation and my optimism for the road ahead. Every transformation has an important turning the corner phase where the end goal is still ahead, but you start to see collective forward momentum across the most important elements of the transformation. This is where PTC sits today. We see it clearly in the following ways: number one, accelerating product road map releases; two, record deferred ARR under contract; three, higher seller productivity; four, customer commitments that are strategic and increasingly span the full life cycle; and five, consistent customer feedback that our Intelligent Product Lifecycle vision resonates with what they need.

To that end, how our customers develop products is changing significantly. Products are becoming more complex, more software driven and more regulated. At the same time, development cycles are compressing. Competition is increasing, supply chains are fragmenting, and the workforce is evolving to favor modern digital-first systems and processes. The traditional product life cycle built on disconnected tools, siloed data and manual processes simply can't keep up. That is why the Intelligent Product Lifecycle is essential for staying competitive.

It is based on 3 core elements: connected systems of record across the life cycle, enterprise-wide cloud access to product data and AI embedded directly into enterprise workflows. Together, these elements turn product data from something that's simply stored and audited into something that actually drives better decisions across engineering, manufacturing, service and the rest of the enterprise.

The companies that will win are the ones that successfully leverage product data in this way and use it as a foundation of AI-driven intelligence and transformation. We believe PTC is uniquely positioned to enable this. Our core products, CAD, PLM, ALM and SLM are the systems of record across the life cycle, defining how product data is created, governed and used across the enterprise. And we support an open ecosystem where this data can be exchanged with other trusted enterprise systems. Our product and AI road maps are focused on making the Intelligent Product Lifecycle real for our customers.

Deeper product integrations are a high priority. The connection between Creo and Windchill is the gold standard, and we're making good progress with our Windchill connections to Codebeamer, ServiceMax and Onshape. In December, we released Codebeamer 3.2, which deepens the connection between Codebeamer and Windchill and improves how customers manage complex cross-domain development.

In October, we released a new version of Windchill that includes the new Windchill UI for a more modern user experience and new change management capabilities that make it easier for customers to share relevant product data with suppliers. Our AI road maps are progressing well, and we are encouraged by customer feedback. Entering 2026, it became clear that customers don't want AI as another stand-alone system or workflow. They want AI embedded directly into the systems of record they already trust for their enterprise workflow. That's exactly where PTC is focused and customers are increasingly recognizing this as a point of differentiation.

In Q1, we continued embedding AI across our portfolio to address our customers' high-value use cases and workflows. In December, we introduced Codebeamer AI focused on improving requirements quality, accelerating test case development and supporting compliance before products move into production.

In January, we released Windchill AI parts rationalization, new AI functionality embedded in Windchill to help customers accelerate development and manage costs by identifying duplicate parts, making part data more consistent and reliable and accelerating part searches. Next month, we will launch a video series called AI in Focus, where we will share our AI strategy in more depth, review product-specific road maps and show continued acceleration of releases. We encourage you to tune in.

We are confident in our AI position because our customers tell us universally that structured contextual product data is their top priority. In addition to embedding AI in our products, we are building a common AI infrastructure across our product portfolio. This will enable our users and AI agents to understand and use product data from CAD, PLM, ALM, SLM and third-party systems in the same way, all backed by data governance and security standards.

Our vision keeps our products and AI closely coupled together thereby encouraging broader adoption of PTC solutions over time.

Turning to go-to-market execution. Our transformation is progressing well. In Q1, we increased seller capacity, improved code attainment and saw ramping reps more than double productivity year-over-year. This reflects territory balancing, improved enablement and greater vertical focus. Most importantly, we are expanding the scope of our customer and partner engagements from focusing on one stage of the life cycle to discussing the Intelligent Product Lifecycle holistically, centered on product data and AI. As a result, we are achieving stronger and more strategic demand capture.

As previously discussed, we exited 2025 with record deferred ARR under contract. We continued this momentum with a record-setting Q1 of large deal volumes and strong competitive displacements and deferred ARR. Some of these deals will begin converting to ARR in Q4 of fiscal '26 and most will ramp in fiscal '27 and fiscal '28. Jen will talk more about the positive impact of deferred ARR on our outlook for the remainder of fiscal '26. We are confident our transformation is helping us build a more durable, multiyear growth engine.

An example of our momentum is the expansion deal we struck with Garrett Motion, a leading automotive supplier. We won this on the strength of our Intelligent Product Lifecycle vision and how it resonated with their leadership and across the company. Garrett is modernizing its product development environment on a cloud-first AI-ready architecture. They were already using Onshape and selected Windchill plus for PLM, displacing a PLM competitor and Codebeamer+ for ALM, displacing an ALM competitor. Garrett's goal is to unify product development with our connected systems, broaden access to product data beyond engineering and establish a foundation for AI. This is increasingly representative of how large product companies are engaging with PTC.

Overall, Q1 demonstrated PTC's momentum with the Intelligent Product Lifecycle. I credit team PTC for driving forward with focused execution and purposeful innovation. I'm energized by our progress and optimistic about where we are headed.

With that, I'll turn the call over to Jen.

Thanks, Neil, and hello, everyone. I'm excited and honored to join the PTC team at the significant time in the company's transformation. Before turning to our Q1 results, I thought I'd share my initial observations and key priorities. I'm impressed by the PTC team and how our Intelligent Product Lifecycle vision is taking hold with customers.

As Neil highlighted, product companies want to leverage AI for their high-value use cases and workflows. The companies that succeed will be the ones that connect product data across the entire life cycle and then leverage that foundation to push AI-driven intelligence. It's an exciting time because PTC is well positioned to help our customers address this challenge.

In terms of my key priorities, I look forward to partnering with Neil and the leadership team to help PTC capture its growth opportunity, maintain strong financial discipline and create meaningful value for our stakeholders. I'm committed to helping the investor community understand and value our business, and I'm looking forward to engaging with you. Now let's turn to our fiscal Q1 '26 financial results.

At the end of Q1, our constant currency ARR excluding Kepware and ThingWorx was $2.341 billion, up 9% year-over-year. Including Kepware and ThingWorx, our constant currency ARR was $2.5 billion, up 8.4% year-over-year. Our Q1 operating cash flow and free cash flow both grew 13% year-over-year. Q1 free cash flow of $267 million included $10 million of Kepware and ThingWorx divestiture costs. Finally, on the divestiture, we are still targeting a close on or before April 1, and there are no material changes to the figures we provided last quarter.

Turning to share repurchases. As previously guided, we repurchased $200 million of common stock in Q1 under our $2 billion share repurchase authorization. In Q2 '26, we intend to repurchase approximately $250 million of common stock. Based on this, we expect a decrease in our fully diluted share count to approximately 119 million shares, compared to 121 million shares 1 year ago.

In Q3 and Q4 this year, we intend to repurchase $150 million to $250 million of common stock per quarter. On top of this, given current valuations, we now intend to return additional capital to shareholders following the close of the Kepware and ThingWorx divestiture. We continue to expect net after-tax proceeds from the transaction of approximately $365 million.

Adding this to our original fiscal '26 plan means that we will buy back approximately $1.1 billion to $1.3 billion of our common stock this year. With that, I'll take you through our guidance.

In fiscal '26 for constant currency ARR excluding Kepware and ThingWorx, we continue to expect growth of approximately 7.5% to 9.5%. Including Kepware and ThingWorx, we still expect growth of approximately 7% to 9% in fiscal '26. In the appendix to our earnings deck, we provide an illustrative ARR model for fiscal '26. And you can see that our fiscal '26 ARR guidance midpoint is for $195 million of annual net new ARR in both scenarios.

In Q2, for constant currency ARR excluding Kepware and ThingWorx, we expect growth of approximately 8% to 8.5%, including Kepware and ThingWorx we expect growth of approximately 7.5% to 8%. In the appendix to our earnings deck, we also provide an illustrative ARR model for Q2 '26. And you can see that our Q2 '26 ARR guidance is for $35 million to $50 million of sequential net new ARR in both scenarios.

Looking at the second half of the year, our intent is to grow net new ARR in Q3 '26 on a year-over-year basis and then deliver a step-up in Q4. We are comfortable with that because starting in Q4 '26, the demand capture we've been highlighting will have a positive impact on our ARR growth. We have visibility to a large increase in the amount of deferred ARR that will start in Q4 '26 compared to previous Q4. And for clarity, the higher level of deferred ARR that is contracted to start in Q4 this year is attributable to the solid progress we've made with our go-to-market initiatives, as well as our commercial initiatives. Both drivers are contributing.

Moving to cash flow, revenue and EPS. Our guidance for these do not take into account the Kepware and ThingWorx divestiture. Except for the divestiture costs already recognized in Q1 '26 and expected in Q2 '26. For Q2 '26 we are guiding free cash flow of $310 million to $315 million, including Kepware and ThingWorx for the full quarter, which absorbs approximately $5 million of divestiture costs. Our business as currently constituted remains on track to deliver approximately $1 billion of free cash flow in fiscal '26.

Related to the Kepware and ThingWorx transaction, we still expect approximately $160 million of total cash outflows this year, which are not expected to recur in future years. and we'll continue to provide visibility to these outflows in our reporting and guidance. When the transaction closes, we will update our guidance, and I'll host a call to take you through the changes.

In recent years, we've developed a high degree of confidence in our guidance for free cash flow based on the predictability of our cash collections and the disciplined budgeting structure we've established, continuing to deliver the strong financial discipline you've come to expect from PTC remains a priority. While our focus is on ARR and free cash flow, we're also providing revenue and EPS guidance to help you with your models. We are raising our fiscal '26 guidance range for revenue to $2.675 billion to $2.940 billion and raising our non-GAAP EPS guidance range to $6.69 to $9.15 in alignment with our Q1 '26 results coming in above the high end of our guidance range.

The key driver of our strong Q1 '26 revenue and EPS was similar to last quarter. We did a great job contracting customer commitments. As a result, our revenue growth significantly outpaced our ARR growth for a second consecutive quarter. In Q1 '26, demand capture continued to outpace ARR growth, resulting in additional deferred ARR that will support durable growth in future periods. Importantly, this dynamic reflects the quality, duration and the structure of customer commitments we're contracting, not a change in revenue recognition practices.

All in all, our results and guidance show that our focus on the Intelligent Product Lifecycle is resonating with customers. We are on the right strategic path with a compelling set of product initiatives, go-to-market initiatives and commercial initiatives.

I want to thank the extended PTC team for their continued efforts and energy. Our people are our driving force. And what I've seen thus far gives me confidence that we will deliver on our opportunity.

With that, I'd like to turn the call back to the operator for the Q&A session.

[Operator Instructions]. Your first question comes from the line of Yun Kim with Loop Capital Markets.

Congrats on a solid quarter, Neil, and welcome onboard, Jen. Since it is your first time, I'll ask a question to Jen first. So Q4 is the first quarter when we can see there are contributions from those deferred ARR deals. What level of visibility do you have on that, if you can quantify that, if you can? What are, for instance, what are some of the variables behind those ramp or deferred ARR deals getting recognized in Q4? And is the timing of that ramp related to billings and would it affect cash flow?

Yun, thanks for the question, and Jen will add to my upfront. But since she's 4 weeks in, let me take the upfront on the dynamics of the demand capture and then she could talk about some of the technicalities, if I don't cover it. So again, I think you heard and thank you for the acknowledgment. We feel really good about the progress of our go-to-market transformation, and it's showing up now in 2 quarters of demand capture that is now relating to the amount of deferred revenue -- deferred ARR that you spoke about in Q4 that's about triple what we had last Q4 entering and double the deferred ARR that we're building starting in '27 that we had coming into this year. So Rob and the go-to-market team is really doing a lot of great work on the demand capture.

And the crux of the deferred ARR is due to the fact that we're winning strategic cross-product and in some cases and in many cases, on some product lines, competitive displacements. And so we're taking the commitment, which is committed dollars from the customer. I'm cognizant that it's not showing up right now in the in-quarter ARR in Q1 and as we guide around Q2, but we're very positive about how it's starting to build into how it will impact Q4 in a more meaningful way than it did last year and also into the following year. And it's all to do with the implementation cycles of our customers, and we feel good about it because the commitments there, it's contracted and it's set to come. Jen, anything to add?

I think you hit it, Neil.

Your next question comes from the line of Joe Vruwink with Baird.

Great. Thanks for taking my question. Jen, welcome. At the big event hosted by PTC's user community about this time last year, there was some, I think, foreshadowing by PTC about AI capabilities that would get added to Windchill and the parts management areas. And at the time, customers were really excited about this. I think that idea as a product is what PTC is now starting to come out with, I think, it was released last week. I guess my question related to this, there's obviously been a lot of AI releases from PTC across all the core products over the past year and not diminishing any of those, but are we may be starting to see some that could prove more material in nature, and this is going to start to register in a more noticeable way on demand decisions over the next year.

So thanks for the question, Joe. Thanks for acknowledging the really good progress that we're making around our AI strategy in concert with what customers really need. And as you noted here, our products are mission-critical, enterprise systems of records across the life cycle. And as you heard last year at the PTC user group, the preponderance of our customers are now really wanting us to embed these AI releases.

As you noted, the Windchill AI parts rationalization, we also did a Codebeamer AI release as well and many others that are accelerating over the course of this year, which is really embedding AI capabilities to advise and assist and over time, automate workflows within these systems of records that we are very well attuned to understand and train the models around it.

So we're thrilled about the progress. Our customers are even more thrilled that we have built these, and now there's a rapid iteration of releases to even make these more consumable over time. So we feel good about where we are around our strategy. We feel very excited about the criticality of PTC to deliver AI to our customers given the strength and the complexity of our system of records within our customer environment.

In terms of the impact of when Jen could start talking about the P&L impact in terms of when we'll see a lift, I'd say right now, it's immaterial in terms of how we think about the economic [ TIL ] coming into the company. But as these releases start taking hold and they move from POCs to scale deployments over the course of the next few years, this should be something we'll be talking to you about and others around a real economic driver of the business.

Your next question comes from the line of Adam Borg with Stifel.

Awesome. Maybe just on Creo and Windchill. And as we think about those growth rates, any way to parse out the mix of growth coming from expansion versus competitive displacement and given the new go-to-market promotions that seem to be having some success, what's the opportunity to drive more on the competitive displacement front?

Yes. Let me start this, and Rob can add, given he's really driving the team in a really disciplined manner the way he said he was going to when he started about 12 months ago, and we're very proud of the progress that team has made. What I'll say is around Windchill, which we don't break out the exact growth rate at Windchill. It's an aggregated PLM number, as you might know, Adam. We're very enthused about the Windchill capabilities and the acceptance and the growth rates around Windchill as a stand-alone product in addition to, by the way, Windchill+, where we're seeing really strong traction.

Creo, as you noted, continues to be a strong grower. It's a steady grower, and we feel good about its competitive dynamic in the CAD market in addition to the fact that we have an amazing Onshape capability that is also starting to be a very strong competitive takeaway off of some of the competitors on their estate. So we feel good about CAD.

In terms of PLM, in terms of the mix around expansion versus competitive displacement, I'd still say, Adam, that the significance is still around expansion. And even in expansion, there's competitive displacements that's happening where customers are giving us their entire estate now of take all the disparate PLM systems and put it on Windchill. So you saw some of the appendix slides, you're starting to see and we're starting to see that being more of the types of deals we're seeing. Part of it is because the customers are understanding to get the benefit of AI, you need contextual product data that's put in one place in a system of record like Windchill. And so this advantages customers to expand with Windchill and then build in parallel with some of the AI capabilities. But we are also lastly seeing competitive displacements that I mentioned, and we're continuing to see more of that happen over the course of this year as we look at the pipeline. Rob?

Yes. The split is correct that we get the majority from expansion, but there is actual growth and accelerated growth in competitive displacements. And so we feel really good about that as a kind of a next step grower for us.

Your next question comes from the line of Ken Wong with Oppenheimer.

Operator, let's go to the next. We will come back to Ken.

Your next question comes from Matt Hedberg with RBC Capital Markets.

Great. Congrats, the software environment seems a bit dicey these days, but it's great to see the consistent results out of PTC. I guess, Neil, I wanted to ask, you just talked about Windchill a second ago. I guess I was curious if you could talk a little bit more specifically on Windchill+, Creo+, just kind of the broad SaaS portfolio. Are you starting to see increased customer demand for SaaS. And in those instances, are you seeing customers spend go even higher in those situations?

Yes. So thanks for the question. And we've been very -- we've been very practical and also transparent with all of you around our journey around building our SaaS momentum. And I'll take first the born in the cloud solutions that we've got and in particular, Onshape, Arena, ServiceMax, and we feel good about to -- in some cases, great about the momentum and the adoption of those capabilities. And several competitive placements that are happening across the 3 of those strong portfolios in addition to the AI capabilities we're building on top of it.

In terms of your question on Windchill+ and Creo+, we're having a bang up and we did have a bang up last year in terms of the momentum building for Windchill+. We had another strong demand capture quarter for Windchill+, if not record breaking. We have plenty more to go. And I want to make sure I think Rob and I are measured about that we've been saying for a while that the dam has not broken where the entire market is flipping to our plus platform overnight. But we have been building momentum. We are working towards making sure we meet the customers where they are.

The good news story is the following. And I've been saying this for 2 years consistently. SaaS starts working for Windchill+ and Creo+ when there's scaled implementations with a great experience with a back-end experience that's good and the customers are happy. We're starting to see that. And we're going to leverage that. We're going to continue to build on the momentum. And so we feel really strongly about our position on SaaS. We feel like that will continue to be a growth driver.

And to your last question around lift on pricing, yes, we are seeing the similar sort of lift that we've been saying around the 1.5 to 2.5x kind of lift in terms of on-prem to SaaS lift on ARR.

Your next question comes from the line of Joshua Tilton with Wolfe Research.

I appreciate all the commentary on the improvement in sales productivity. But when we kind of like dig a little bit deeper in the numbers, it looks like the channel drove over 80% of net new ARR in the quarter. So I'm just trying to understand, like, are there any one-offs in the direct business that we need to understand? Is this tied to the deferred ARR dynamic? And maybe when can we start to see the direct business maybe contributed at a similar level to the channel going forward?

Jen, do you want to start and then Rob could add?

Yes, I can take it. So I think what we're seeing right now is good momentum in both the channel and the direct. What you're seeing actually in the numbers, in particular, in this past quarter, one large deal does have an ability to influence this. And oftentimes with a large deal, you have both the channel and the direct. And ultimately, it's about customer preference and how they want that fulfilled. And ultimately, that's all that's happening in those numbers as right now, you can add, Rob.

Yes. I mean as we've mentioned in prior conversations, we're working very hard to more deeply engage with partners on this. So to create an environment where we can allow that flexibility at the customer and not have a battle that it's direct against the channel, but working together to fulfill at the customer's request. So we think you might see that from time to time. We did have a larger deal this quarter. that fit that picture. But you might see it again in the future, but it's not in any way some kind of visibility into weakness in direct. We work very closely together on that.

And lastly, I want to make sure we're very clear about this. The energy and enthusiasm that turning the corner is around the actual indication and the contracted commitments that are building predominantly deferred ARR. So we feel really strongly about the go-to-market transformation, actually doing the thing that we need to do, which is capture customer demand. How it's showing up in Q1 and our guidance for Q2 has only got to do with timing. And the good news is this is committed capture.

By the way, this is going to show up also in another metric that you can look at. It's not completely indicative of it is RPO and CRPO that you'll see in the Q, but all of these metrics are leading us to make sure we all articulate that demand capture is strong. We got to continue that. And as that happens, ARR over time becomes durable and multiyear in terms of the sustainability.

Makes sense. Maybe just to clarify one thing around that. Was there more deferred ARR added to the balance in 1Q than when you exited Q4?

Yes, there was. And just to reiterate what Neil said before, as we think about where we are, where we sit today versus 1 year ago for Q4 '26, there's triple the amount of deferred ARR on the books for Q4 '26. And then in the same view for '27, there is double for '27 versus where there was last year for '26.

Your next question comes from the line of Blair Abernethy with Rosenblatt Securities.

Thanks very much, guys, and welcome, Jen. Just on the go-to-market side again, I just wonder maybe Rob can shed some color on this. But in terms of new customer adds, what are you seeing out there in terms of interest in your portfolio? Is it skewed at all more towards the SaaS side, the SaaS products? And also, maybe you could provide a little more color on the start-up aerospace and defense program. It looks like you've been winning some business there.

Yes. So 2 questions. The -- as it relates to the new business and new logos, we definitely as mentioned earlier, have had a nice run and an increase in our competitive displacement. So we're picking up what we would consider to be new logos in kind of the upmarket. As we bring on new customers, we default to cloud. So they're coming in a cloud environment. And typically, that's been working very well for us and for the customer who want to enter that way. They reduce their customizations and the complexity in their own environment and obviously try to capture some of the benefits of being in cloud, some of which are pretty obvious, others which will start to manifest in how AI is deployed.

So yes, we're seeing good traction with customers coming in new, and that is our default setting as we bring on new logos into the cloud. In defense, we do -- it's great that you noticed that. You picked up on that. We have an opportunity there. We believe, as we serve some of the largest customers in the world at the top of that stack, we have an opportunity now to incubate at the lower end and we've seen great reception there. Certainly, we always learn and get better every month, every quarter, but the initial response has been really positive there. And we have a number of ways to service that market as well. So we feel like we're well positioned at both the top and the bottom. And hopefully, we'll be able to report some great success stories that group through there.

Your next question comes from the line of Ken Wong with Oppenheimer.

Okay. Perfect. I appreciate the context around deferred ARR and when some of that timing could pop up. When thinking through the unchanged fiscal year ARR guide and coupled with that commentary, that it sounds like more is coming in Q4. Help us think through the seasonality if you could. I mean is it basically going to be even more back-end loaded than you guys were thinking perhaps 3 months ago?

So I think right now, the way we think about it, as you heard me say in my prepared remarks, that we'll have a step-up in Q3 and a larger step up in Q4. I would say it's similar to how we've been thinking about the business, Neil, you can correct me if I'm wrong, prior. But overall, the shape of the curve is very similar to what we thought about when we guided for the full year.

Your next question comes from the line of Daniel Jester with BMO Capital Markets.

Maybe in the slide deck, there was a good story about ServiceMax and expansion there. Last year, maybe a little bit of a tougher year for ServiceMax. And so maybe just an update about what we're seeing there and in terms of the cross-sell opportunity for fiscal '26.

Yes. Let me start, and Rob could add if I missed anything. Look, as we mentioned a few times starting last year, we've been working through very specific churn events in ServiceMax for a number of quarters now. As I mentioned, I think, at last call that where we've got some still residual churn that kind of hit us in Q1, and most of it, we're trying to work through the system by the end of this quarter. That being said, a ray of sunshine in terms of some green shoots. We've been talking about like the cross-sell opportunity you saw. You noted the one in the appendix. We've had some good strong demand capture as we're calling it, i.e., contractual commitments of ServiceMax that was very encouraging as we saw the end of Q4 and throughout the entirety of Q1. We need that replicated over the next number of quarters. We obviously want to ensure that churn is mitigated versus what we've seen in prior quarters.

And lastly, the integration of ServiceMax into the Intelligent Product Lifecycle, and in particular, how our AI strategy allows for agents to work across our systems of record, where we have a very differentiated offer in ServiceMax, we believe is a competitive differentiation, in particular with some of these competitive displacements when customers are giving us PLM. Part of it is to do with the fact that we actually do have such a strong system of record at ServiceMax and ultimately in that AI world we're at an advantage. So not out of the woods, but making progress. And we're staying in real focus to make sure we continue on some of the buildup of some of those green shoots that we're seeing.

Yes. And as part of the alignment to go vertical and start to look at how we rebalance just the go-to-market teams, we've made this a very important part of our elevated messaging. And so it's being brought to market more widely. In addition, we, on a tactical level, really instituted as part of the comp plans in a way to make sure that everybody's got some incentive to bring this in front of the customers. So in addition to the benefit of the customer, there's internal benefits also. So we're trying to make sure the whole company is aligned to get the message out.

Your next question comes from the line of Jason Celino with KeyBanc Capital Markets.

Sorry to belabor another ARR question, but this actually relates to the Q2 ARR guide. I know there's an implied decline in net new dollars added for Q2. Did you see any deals from the Q2 pipeline closed earlier in Q1? Or are you expecting more of the deals in Q2 to also have this bigger deferred component?

It's a great question, Jason. This is all to do with our assumption as we sit here today around how these deals will come into the in-quarter start affecting ARR for that. This has nothing to do with demand being lesser than the momentum that we're talking about. It has simply to do with the structuring and our assumption of that being the case. Quite frankly, it is another quarter where we believe we will continue to build on the deferred ARR to make this a durable, multiyear sustainable growth engine going forward.

Your next question comes from the line of Siti Panigrahi with Mizuho.

Congrats, Jen, and look forward to working with you. So it's good to see some of the initiatives on the AI side you are doing and also buyback. But Neil, I want to ask about the macro that you talked about earlier a little bit, you're conservative there. What kind of trend are you seeing in Q1? And what's assumed in your guidance? And specifically, if you could give some color in terms of vertical if you're seeing anywhere strength or weakness there?

Yes. Rob could add about the vertical piece, but just broadly, we've been in a very difficult macro, Siti. We've talked about this for many years now for a long time. And we are still delivering and capturing the types of results that we're talking about, particularly on the demand capture commentary that we gave. That is across regions, across verticals, we're seeing that strength. And the reason for it, despite the macro having so much uncertainty and volatility, despite policies being uncertain is because, as an example, today, we had one of the larger industrial manufacturers in all of Europe, join us at the CXC. And while they are dealing with so much change they need to modernize. And they need to make sure prioritization of modernizing and creating a strong product data foundation, in this case, Windchill and the expansion of Windchill is what they're looking at with the addition of Codebeamer to make sure they take advantage of AI as they think about their multiyear journey and competitiveness.

So we feel good that even in this environment, our end customer, as you know, Siti has not modernized as fast as almost every other end market of companies. They are getting the urgency to move. And now with this Intelligent Product Lifecycle, it's a comprehensive holistic story for them to actually be competitive with technology provided by PTC.

Yes. Just in terms of the actual strength within the verticals and the geographies, there is -- while there may be in a particular vertical, a geography that hasn't performed, some other geography has stepped up to outperform. And so if you look across the verticals, they all -- our big 5 are all performing fairly well. And then if you look at any geography, there's no geography that has just been depressed. If they're down in one industry, they pick up in another. And so across our 3 or 4 biggest geographies and across the 5 verticals we have some pretty good numbers. And we feel like every one of those is a place that has some upside.

Your next question comes from the line of Nay Soe Naing with Berenberg.

Jen, looking forward to working with you. My question is on the deferred ARR. I think, Neil, you attributed to the fact that the booking to ARR conversion will begin from Q4 as a result of implementation of customers. I was wondering if you could share with us how much visibility or control you have over that implementation time line of the customer, is there any potential risk that the implementation process might take longer or on the other -- on the flip side, it could be shorter than Q4 is coming up?

Yes. So sorry, it was a little unclear, but I want to make sure -- your question was clear that audio was a little low. But just in terms of the deferred ARR -- this is Rob. These are -- this is a contractual commitment. So when we engage and sign these contracts, these are contractually committed amounts of ARR. That's what we heard Neil talk about the durability and the predictability of the business. So they have a great incentive to be on time in their implementation. But if they're not, that ARR [ accounts ].

So we believe that in addition to, obviously, the predictability, the benefit to the customer and the way we've contracted is that it's allowing them time to ensure that they're aligned to the cycle of the contract. And so why we're also excited about how we've had these quarters and what we call demand capture is because in addition to timing them appropriately, we've done them on the proper commercial conditions, not in any way, try to strain the deal by pulling it forward just to hit a current quarter and it doesn't match the implementation cycle or market conditions in those out years. And so these are contractually obligated. They'll hit in these quarters. We are hoping and we're planning to be fully aligned with their implementations. And in addition to that, hopefully, as we get to those out cycles, there's actually upside even in those.

Your next question comes from the line of Tyler Radke with Citi.

So I know you've been asked almost every question on deferred ARR. But I guess I was just wondering if you could help us understand, I guess, the magnitude in which that surprised you in the quarter and then how that changes for the year? Because clearly, you're seeing some good things on the rep productivity side, but you came in a little bit below the high end of the guidance. And then is that something you're just contemplating or risk adjusting more in the outlook? It looked like there was [indiscernible] on the net new ARR for Q2? And then sorry, just to clarify, if you think about the stacking of these ramped ARR deals. I think it implies that your overall ARR growth should reaccelerate in Q4? And if that's the case, would you expect that to be durable, just given the visibility you have?

Yes, Tyler, thanks for the question. I just want to take one step back. The work that we've done and undertaken around go-to-market transformation, the hard work that we did up front and the precision and process that we've undertaken over the last 12 months, and we're continuing on going forward this year and into next. In addition to the product innovation that we're talking about AI is around bringing PTC back to a consistent demand capture environment by which we're winning and engaging in strategic cross-product deals across the core priorities that actually build towards this Intelligent Product Lifecycle and so fundamental to our customers.

And so that process that Rob and [ CK ] and the go-to-market team started off 12 months ago, is showing the fruits of all that process in demand capture that happened in Q4 and in Q1. And as we alluded to, we intend to continue that momentum into Q2. That is not showing up yet in net new ARR. And the way we showed you the guidance for Q1 was clearly not a surprise in which we gave you the range because we know that the whole game is build a durable, accelerating growth company.

And the way you do that is by capturing great demand in a quality deal that fills deferred ARR and allows churn to continue to stay low and keep building new ACV into the quarter that we're playing in. And we believe in summary that, that inflection that turning the corner and the turn the corner starts becoming more apparent in Q4 of this year and substantially into 2027 and 2028. And that's what we're playing for, Tyler, and that's the results and the work that we're doing at this current time, just so we're being transparent with all of you.

Your next question comes from the line of Jay Vleeschhouwer with Griffin Securities.

Neil, your references this evening to large transactions coming on top of similar comments back in Q4 where you clearly had a large number of large transactions, leads me to ask the following. And there's quite a bit of deja vu here for me, which is, if you think about ANSYS, 6, 7, 8 years ago, they too had gone through a significant go-to-market change, they too had evolved and broadened their portfolio.

So there's some similarities here that lead me to ask, if you are anticipating a fundamental change in your deal profile or propensity that you will start seeing more frequently, the number of 8-figure transactions as you did in Q4 and as they did over a number of years.

And then secondly, I can't help asking about your presence at CES last month, which was quite significant. I think almost the entire C-level team seemed to be there. There was a significant automotive flavor to your presence there, particularly around ALM and Windchill. The question is, do you think that you can broaden your momentum in auto beyond the tip of the spear that ALM has been giving you, plus in Windchill. So that you can, in fact, start seeing a broader, more impactful growth or share contribution in auto, as you've done, for example, Toyota, Ford, VW, et cetera, et cetera.

Yes, Jay, thanks for the question. And let me start with CES. So we were more than proud, but more than proud. We were very enthused by the reception we got at the first ever CES that PTC has been involved in. And not only from automotive, but Jay, if you were there, you saw all around our booth was industrial manufacturers around the world that actually came to our booth as executives asking us, how can we deploy more of Windchill. Most of them being our customers already, Jay, which you're probably familiar with, but really trying to understand, wait a second, now you have something called Codebeamer, now what are you doing with AI? How can we supercharge our Windchill base or our Creo base, ServiceMax in some cases, what can we do? And that was just a really great puff your chest moment for PTC around. We're in the big stage now, we deserve it, and we're at the fundamental level of transforming these really amazing companies around the world, including automotive, but a lot of industrial manufacturers as well.

On automotive, I will say, right now, Codebeamer is the tip of the spear and that tip of the spear is very substantial for us. And there's plenty more to go in terms of Codebeamer, displacements, not only manual processes, but also competitive solutions. As you see that product is really gaining scale. We're adding Codebeamer AI functionality, which the market is really energized by. So we're happy to get all of automotive onto Codebeamer and that's we're marching towards that end for what it's worth.

Same on Windchill with automotive. We are continuing to see an ability for Windchill, while in some accounts in automotive, it is there, as you know, Jay, we're seeing this theme of like, let's consolidate on Windchill. Let's take all the disparate PLM system and put it all into Windchill, and we're going to continue to go down that path.

Lastly, ServiceMax. So Lamborghini was a marquee customer at our booth. They're deploying ServiceMax now that's tied back into their Windchill instance so that they could deploy the right parts and services to their end customers faster. We're going to go down that path as well. Ultimately, one day, we're going to talk about CAD. But right now, we feel really good about in automotive, ALM, PLM and over time as we're seeing Servigistics, our ServiceMax product and SLM suite of products there. Rob, anything to add?

The only thing I'd say is, in addition, of course, we'd be happy to continue -- to take down the rest of the automotive industry when it comes to our ALM, but we are seeing it start to go into other industries. It's not -- we have not made any type of deliberate decision to knock out. We actually have customers now exploring it and actually in places that you wouldn't even imagine. So we're pretty excited about the possibilities there, and there's obviously a huge white space outside.

And your first question, Jay, around, are you seeing this dynamic of cross-product larger-scale deals. And these large-scale deals, they take a lot of effort, timing is always an art, and we have one of the best artists in the world and Rob kind of with his team landing those. But a big part of what has been the up-level messaging that we've been talking about, that going to partners, getting to the GSIs, revealing what you know, Jay, I think, is like the greatness of PTC, the importance of PTC, to be at the same system of record as the big players worldwide in software, that's beginning to happen. And the more we get there, the more we're starting to construct these larger deals.

When they come in, is going to be on Rob. But we're enthused about the fact that they're starting to actually build into the pipeline, and we're looking at very optimistic ways in which how we could close that over the next number of years.

Your next question comes from the line of Joshua Tilton with Wolfe Research.

And I hate to ask one more on deferred ARR. But if I kind of sum up all the takes of the questions that we're getting that on the call. I think some of us have, remembering or PTSD or whatever you want to call it, from prior communication around deferred ARR that kind of didn't pan out as we were all hoping for in the year. And I'm just -- I guess what I'm asking, is there anything that you can tell us or give us to instill confidence that this deferred ARR balance will come through in the fourth quarter? And then on top of that, is there a way to think about how much of that balance is currently baked into the guidance?

Yes. So let me -- just on the confidence level. And again, I can only speak about what we've been doing since we've been transforming the business across all fronts. And I want to make one reference back to 12 months ago when we talked about all the levels of what we're doing in go-to-market transition. One of it was far tighter linkage between sales and customer success. And Rob made plenty of organizational decisions, process decisions to align the two.

And the reason why that's important in answering your question is customer success, i.e., in that team has the implementation expertise when a deal is underway, they're the ones that actually advise the customer around here's what we see as the way in which the technology can actually be implemented in addition to a third party. That linkage is tighter and because it's tighter, we believe that in the contracting process, it's eyes wide open around when the implementations should occur, when the customers should pay for it and what's the right thing to do for the process of the actual project itself. And so we feel confident that we put the right diligence, number one, and there's far tighter linkages now than there was 12 months ago.

Number 2 is, I think, Rob alluded to this, I want to just punctuate it, is we're doing deals to build a durable, multiyear growth, sustainable business, not telling the customer, if you let us maximize ARR for this quarter, you'll get these certain attributes. We're doing the deals the way they should be to do the deals. And so the risk profile of a customer coming back and saying, the implementation schedule is different than what you said is low, lower than I've seen. And at the end of the day, Rob's got a discipline that says, since we were transparent with you, it's in contract you're going to pay for it. So summary of all that long diatribe is that we feel little risk in that deferred ARR for you to have that PTSD of saying that disappeared or moved out.

Thanks for the clarity. Really appreciate it.

That concludes our question-and-answer session. I will now turn the call back over to Neil Barua for closing remarks.

Thank you all for joining. We really appreciate the questions and the attention. We're going to be on the road the next number of weeks, meetings and conferences and investors. And so we look forward to seeing you. And again, thank you for joining the call.

Ladies and gentlemen, this concludes today's call. Thank you all for joining. You may now disconnect.

All right. Thanks, everyone, for joining us. My name is Sterling Auty. I'm Vice Chairman of Software Investment Banking here at Barclays. Really happy to have with us the team from PTC for our next session. We have both Neil Barua, who's Chief Executive Officer; and Rob Dahdah, who's Chief Revenue Officer. Guys, thanks for joining us.

Sure. Great to be here.

Really appreciate it. Maybe for -- the company has been around for a long time, but it's gone through changes. So for those that are a little bit newer to the story, maybe, Neil, can you kick off and just give us an overview of who PTC is and kind of what you're focused on?

Yes. Let me start with the way in which I like to talk about PTC is through the framework of how our -- what our customers do. And really importantly, at PTC, our customers are those that make the products that we all rely upon, whether it be a car, automobile, quantum computer, GPU, medical device, construction equipment. Those are the products they build. And what PTC does for almost all those categories of products, we provide the software that allows these customers to build, maintain, design and service these incredible products that the world relies upon. So that's what we fundamentally do as a business.

Love it. Love it. I'm big on addressing elephants in the room right away. You just announced a CFO transition. Can maybe give a little bit of context around it?

Yes. We announced that Jen DiRico will be joining PTC starting Jan 1 coming up this year. Kristian Talvitie, our CFO, is actually closing out the quarter with all of us and done a great job for the 7 years he's been here. I chose Jen and we're thrilled to bring her on board because as I've now turning into 2 years of being the CEO of PTC, built a really great team. And Rob Dahdah is here on stage with me, but many others on the leadership team that we've kind of put together and started to hit stride. And Jen brings this capability that we felt through a rigorous process in choosing her around how well she can align with the business leaders on all the great stuff that we've been doing with the business over the last couple of years and what we need to do over the next number of years. And that alignment from a great finance person, but in concert with all the amazing things that you'll hear about that Rob's team is doing and others are doing within the business is critical at this juncture of the company.

Number two is just the way in which we communicate as team members is really important. I think Jen will be really positive there as well as from an internal perspective and an external perspective. So we're more than thrilled to have Jen join us and thank, obviously, Kristian, for all the foundation laying with him and his team that he's done for us to now take this company to the next level.

Do you feel that's kind of the last piece of the puzzle you've kind of made the changes that are necessary and can move from here?

Yes. I treat myself as the coach of the team, and I feel really good come this January, Jen joining that I'm feeling the best team as they work together to actually execute across this vision. And I feel good about now turning that into it continued building on the momentum that we saw at the tail end of the last year, to really take, again, this company to the next level.

Switching gears, we've seen a lot of change and evolution in your core end markets over the years. How would you kind of characterize where we are in that journey across CAD, PLM, et cetera?

I'll take CAD first off. CAD, for those of you that know most of all the designs of the world in a 3D model for all those products that I talked about happens in almost just a few solutions, one of which the market-leading solution that we have. And most of CAD has been around feature and functionality augments, whether it be model-based design, simulation-driven design and generative design has been like the core thesis of CAD over the last number of years. What's really exciting in CAD is the cloud-based capabilities that we bring to bear across PTC for our CAD tools. We have the only cloud-native CAD tool in the world at scale now called Onshape, which as I mentioned in the last earnings call, we've had the largest deal in the company's history of Onshape. And we see CAD being really important in the migration to the cloud with Onshape leading the charge. And then as we think about AI capabilities, which we'll talk about, how to put that within CAD.

A little different for PLM. PLM is not only a movement to the cloud that we're seeing building momentum on, and we feel like that will continue over the next number of years. But PLM has become now seen as an enterprise solution that's necessary for these amazing companies to survive, to actually iterate on products faster with higher quality with greater and lower cost. PLM is now becoming that pivotal nerve center of our customers' solutions to be critical to how they actually interoperate in addition to what happens with cloud with that solution for people that collaborate on a real-time basis.

I think you've talked -- or at least in the market, there's a talk of kind of a PLM renaissance, if you will. It seems to me, especially in the age of AI. We take -- you mentioned kind of the data set that resides there for CAD and what you can do with it, but PLM brings a whole another layer of data capabilities into it to be able to leverage, I would imagine. So how do you kind of characterize, I guess, where we are in the PLM evolution? And is this going to be something that kind of reinvigorates the growth opportunity as you look at your customer set?

Yes. I think PLM is hitting clearly the renaissance that it deserves, and we're leading that charge and making sure everyone knows about the capabilities of PLM. And if you're continuously hearing us as a team talk about the intelligent product life cycle, where we enable our customers to build a strong product daily foundation. Fundamentally, we believe customers that have the best ability to work with their product data in a meaningful manner wins. And we're pivotal to that actually occurring. PLM is, as I mentioned, the nerve center of a product company, right? It is where everything comes together from design to configuration to manufacturability to actually servicing actually happens at a PLM system.

And most of the world, which is the amazing opportunity we got ahead of us, doesn't actually have these advanced capabilities yet. We obviously are the market leader in PLM. We have a lot of PLM users that are using across personas. But when we look at a customer, most personas within the product development organization, manufacturing engineering, quality engineering, supply chain engineering have siloed homegrown tools. And that's the opportunity to put something as robust as Windchill, our core PLM system or Arena or other PLM on cloud system to actually put all of that structured data in a contextual way by which customers can supercharge it with technology that we're advancing in with AI.

Are you seeing -- go ahead.

I was just going to say that in addition, so that whole -- everything that Neil just said is now we've gotten together as a company and looked at how we can elevate our message because that PLM value now is expanded beyond just that department. And that is a value to the whole company. And as you heard Neil say earlier, we make -- we -- the best companies in the world are designed and managed on our platform, but they were designed in the engineering department versus the C-suite knowing what value we bring. And now with this advanced capability with the combination of ALM, we have a whole new talk track that we can bring to the C-suite, creates extra value and is a great expansion value for them and for us.

Are you seeing particular industries moving first? So in other words, who are the early movers to really kind of capitalize on that trend?

We had a banner Q4 in terms of demand capture. And we mentioned that on the earnings call. And the flavor of those deals are actually interesting multiproduct adoption within the customer base, but also all different industries. So whether it be med tech, we saw a huge PLM displacement win that we got in Q4 with a large global med tech firm that finally said, we need to have this integrated ServiceMax solution to Windchill to create faster throughput of our product data to engineer things more in a robust manner.

We saw that.

We saw interestingly a Tier 1 automotive supplier, which if you read the headlines, you say, why is a Tier 1 automotive supplier driving this amount of investment to create product data foundation using PTC. The reason is they're also now thinking about how do they remain competitive? And they've understood that the only way you remain competitive is how do you harness the value of your IP, which is product data, and that ultimately comes back to PTC. Industrial manufacturers, same thing, right? They're all progressing and thinking about how do I stay relevant in this world of competitiveness with how the Chinese are manufacturing and developing things with how do we keep up with what if others are using AI to move faster. And that's causing this renaissance that we're talking about and the opportunity that we all are energized by for PTC to serve.

Makes sense. Rob mentioned ALM as well. I mean PTC was an early mover in ALM years ago. Maybe for those that are not as familiar, kind of what is the ALM opportunity? And where are you in the journey?

I'll start. ALM is application life cycle management. So software engineers, which has now become a very prominent part of the companies that build great products because as we all know, software is now becoming a critical component of how we relate to products that are hardware mechanical in nature. And the integration of those 2 are important in terms of speed by which development could actually be manufactured, right? So what our tool Codebeamer is the tool that we have in ALM does is it actually aggregates all the software requirements, test cases, traceability for anything developed in software that needs to be integrated with a mechanical part of a product.

It's a huge differentiator for us because the integration of Windchill and Codebeamer is something the market just doesn't have. We're the only ones that do it at that type of scale with that type of capability. And we believe a world that is continuing to add more software emphasis to hardware products to have faster throughput is a fundamental driver of people, as we mentioned on the Q4 call, the largest Codebeamer deal in the history of the company is because of this tailwind that we're seeing with customers needing to adopt these solutions.

So it has its own growth momentum, but it also has some pull-through because in situations where we're in there and there's a different PLM now, they're looking at because of the Codebeamer play, they're looking at what it means to adopt our PLM. And that's been not easy to do, have those replacements. So it's been meaningful for the customer because there's benefits to having that integrated solution and there's obviously benefits to us.

So an example is we just press released Garrett Automotive, which does all the turbochargers of the world is like pretty much what Garrett does. They chose us. They were an Onshape customer. They chose us for Windchill+, our SaaS solution and Codebeamer. And the reason of an incumbent and off of like a very competitive process. And the core differentiator was the integration of Onshape into Windchill, but a major one was they as a customer need to add software capabilities and Codebeamer integrated with Windchill was the core differentiator against every other PLM system regardless of economics, that capability is a very strong impetus for the movement towards us.

So you mentioned that you're the only one in market at that scale, but companies obviously are producing this capability. So if they're not using you, kind of how are they doing it?

It's almost -- it's a bit disconcerning is the answer, which is we're giving these incredible people doing incredible things for these products our families rely upon with really antiquated tools. And an example is Codebeamer. We mentioned our largest deal. Customers are using Excel spreadsheets to do requirements management for software development. Like it's -- by the way, in PLM, manufacturing engineers, quality engineers are using manual processes, paper and pen in some cases to actually think about how do you actually provide feedback loops so that there's traceability of products. And so that's like such a great energy inspiration for the company around let's give them the best tools. And in order to give them the best tools, you have to choose PTC in our humble opinion, and they are doing so.

So let's maybe round out the -- we've hit all the major pillars, except for SLM. Let's talk about something near and dear to your heart. Kind of what's the strategic fit? And where are we in kind of manifesting that opportunity that was seen through the original acquisition?

The vision that we have and everything that we do is centered around how to like execute across that vision faster and better. And the intelligent product life cycle is a core tenet of how do you actually put as much data into this product data foundation to make as rich as possible, contextual as possible for customers to like build products faster, more reliably at a better cost structure. Service data, interestingly, an input into the design process or into the configuration management process is very critical. It's a very rich source of data around what actually happens to the product after it gets manufactured.

And so strategically, ServiceMax actually makes the product data foundation even stronger. It's a core differentiator versus our competitors. As we apply then AI, as we apply agents to interrogate this data, we believe it's a huge differentiator for the business. And we're continuing to plot forward around that promise. And ultimately, as Rob said, the work he's been doing around raising the visibility of PTC, telling the C-suite that in order to adopt and get these values, you need to think across systems. Having that viewpoint is very important to accelerate the ServiceMax promise when the company bought the company I was at, to accelerate that, that actually messaging needs to resonate and the product development road map needs to coincide which it is.

Users are happy to hear that the number of times that being out in the field and they're going through a maintenance process going, what were the engineers thinking when they position this, I have to remove this, this and this, just to get access to. So it's great to hear.

Maybe along those lines, where are those kind of lighthouse accounts that have kind of deployed across the whole intelligent product life cycle? And is there -- are you at that point? Or is it still a little bit early to be able to point to them to go to your other customers and say, "Hey, here's the real-world benefits that this customer is seeing because of adopting the whole intelligent product life cycle?

Yes. I mean we have multiple accounts in each -- as you know, part of this transformation that occurred in the go-to-market play here was we organized by industry. So we could start to have much stronger use cases and stories around what happens by industry. So in every one, we have a pretty good version of that. But even in the best ones, if you think -- one I want to name, I can't because we just filled in the last gap of it this past quarter, and we're preparing to make an announcement around that, but it's in the med tech space. It's a significant player. Even in the places where they've made that first step and they see the value, they still have some organizational change to go through also. So this is not -- even where the customer, the C-suite sees the value, we've got work to do in terms of the data migration and how we move the teams to even actually begin to interact with the solution. So it's the beginning of the journey for sure, but we have some great initial traction on this. And when you start to layer in more strength in the AI use cases on top of that IPL, I think you're going to start to see bigger and wider announcements from us in some of these real lighthouse accounts.

I want to hit one more topic, and then I want to give the audience an opportunity to ask questions as well. AI, just you sprinkled it in some of your answers already, but maybe put a fine point on articulating where are you deploying AI for not only the internal use case to improve just the way you're running PTC, but also where -- what's the strategy in terms of the deployment and delivery of AI throughout the product set to drive benefits for your customers?

We've been hard at work on this one, and you saw a number of releases earlier this week, we announced that Arena, which is our cloud-based PLM system, very advanced AI capability. ServiceMax has had very advanced AI capabilities. They're really progressed on the agent structure as well within ServiceMax. You're going to see Codebeamer AI, Windchill AI come up here very shortly this year and then a continued release of all the things we're learning around those capabilities. I will say that the cloud -- native cloud products that we have in ServiceMax, Onshape, which is another place where we've released a number of AI embedded capabilities, they're moving at pace, Arena included because you could iterate fast with the release cycles.

We're going to do the same with Windchill+ and Codebeamer+ and Creo+, but we see embedded AI as one capability that our customers are like coming at us at a lot of rigor around give us these use cases generating AI. As an example, Codebeamer, where test cases are created. Codebeamer AI will automate those test cases, the requirements, and it's massive value in terms of time loss on actually having those capabilities. So there will be an assist in an advise capability of AI that we're doing in ServiceMax's capabilities. They're autonomizing. They're making autonomous functions of workflows using agents, that will also be the theme that we think about doing as a framework with a semantic layer and ontology layer across the domain expertise we have across CAD, PLM, ALM and SLM.

And just a quick follow-on to that, and then we'll go to the audience. Investors are trying to really get a good understanding as you deploy that AI capability, how much of that is just competitive differentiation to extend the durability of your current growth profile? How much of that maybe changes some of the business model and creates an incremental monetization opportunity with your customers?

We're testing it all out. Right now, our view is, at least for the near term, is this creates a necessary competitive differentiation, right, for our product set. we're testing out utilizations. We're testing out token-based with ServiceMax and others where consumption-based models to think about like what the upside looks like. We believe over time, there will be a hybrid of those. We're all learning, right, and we're staying abreast of it. But the good news about PTC is we are working hand in hand. Our customers are coming to us saying, we've tried all these other solutions. We POC these others, foundational models, others that are trying to use your data or PLM and CAD data, they have not been able to give us good outcomes. And we realize that you have the domain expertise of what happens with 3D geometry in a CAD tool. We want to build it together with you. Same thing with PLM, same thing with ALM. And so we feel compelled about that going forward.

Let me see any questions from the audience? Well, let's talk a little bit about -- it's always been my thought, if we look at the early days, deploying a design tool in the cloud was tough because of latency. My friends that are design engineers, just that fractional delay would drive them nuts. But we've seen performance get better. But more importantly, with the layering on of AI, it would feel like the shift to the cloud might finally see an acceleration of shift as it's the perfect place given where compute is to be able to sit there and say, "Hey, if I can use an AI design tool setting the parameters, et cetera, where I can just set it focus on something, come back, see the results and iterate that way. It seems like it's the perfect setup for it. So it feels like the technology is finally starting to come together to drive that evolution more to the cloud. Are you seeing that in reality yet? And kind of where are we in that journey?

Yes. I mean I think from the perspective of the functionality coming even in the past 12 months coming a long way, I would say definitely, that's happening. The AI play that you mentioned is, of course, very real. We have AI available to all of our customers, whether they're on-prem or in the cloud. But in the cloud, they get faster releases and they get access to it 4 times a year versus once a year. One of the main challenges -- so there is no latency issue, by the way. The main challenge is the customizations that have been built over the many years at the customer on-prem and that they now have to have their own organizational change to bring that in. And in some cases, we can make the customizations part of the standard product because they're good global enhancements. But in some of these larger ones where they have 80 customizations, and we're only willing to put 30 into the product. And they still, by the way, very much want to remove all the customizations because they believe it slows them down, they still have to go through that process. And that's not just, hey, we decided to do it today. They got to get a lot of other people and they have to make sure they don't impact or disrupt their own engineering output process. So the challenge actually isn't the solution itself. And there is definitely a draw around the AI possibilities. What we're working through in addition to continuing to enhance the product and the UI and all the speed and the features is how do we help them come along faster and sort of wean them off of those with organizational change and just understanding what the impacts are when they get to the other side.

So the good news on this to add to Rob's point is that we've always since we started, right? I've always said it's an inevitably we'll get most of this base to the cloud. That's still our point of view. By the way, we invested into that. What we've also been consistent in saying is that these deployments need to start getting easier and in repeat mode, right, so that the market sees this, and we have the confidence and the infrastructure built to actually do that. So we're working through making it easier over the course of this year, next year as we're getting more at-bats, which we have been getting a lot more at-bats. And then adding AI is actually a very nice tailwind to really accelerating that potentially.

I also want to -- Rob, I want to shift and spend a quick minute. About a year ago, I think you went through a little bit more of a kind of go-to-market transformation. Give us an update. Where are you in that journey? Do you feel comfortable with that the changes that have been made have settled in? Are there further tweaks that are necessary?

Yes. Thanks for an opportunity to talk about that. The team did a phenomenal job, I think, starting in January of creating this total shift to industry verticals. And so we went into 5 industry verticals from basically running as a pure horizontal across the industries we serve. And at the same time, we had a territory rebound. So we have some very significant accounts with multiyear relationships. And in some of those cases, we moved those accounts we tried to have as little of that type of disruption as possible, but we had to create more opportunity because it was just an imbalance where you have 20 accounts under one person. There's no way they could service those.

I would say the team did a phenomenal job of not only accepting those changes, but really leaning into those changes because we did that over probably a 3-month period, January, February, March. Right when we got everyone kind of settled, okay, here's my accounts. I've reached out. We've had conversations. Liberation day hit right after that. And so it was a significant disruption, call it, in the conversation. It was also an opportunity, and they took full advantage of it. And so the quick answer is I think they handled it very well and they handled it with professionalism and now we're -- we never had instability actually because we delivered all the quarters along the way.

And now we're set up very well for this next phase for actual elevated messaging by industry vertical, we can recruit into those verticals, get better talent. The talent that was great can now focus on the things that they're really good at. In addition to that, we put a lot of operational rigor in. We had our first global kickoff in 8 years in October within 2 weeks of ending one of our greatest fiscal bookings quarters that we've had ever. Within 2 weeks, we have had a global kickoff to which we actually invited all of the top partners. We never have done that before. We had 200 partners in the room. And they heard the message clear from us. There was no place that was off limit. They didn't have a separate partner track. They were in the room with us. When by the time all those folks went home, they had their comp plans, they had their territories, they had their incentives lined up for the year within 2 weeks of the best quarter we ever had. So there was -- I feel like they've accepted it well. I feel like we're in a very good position to tackle the new challenges and opportunities of the year versus dealing with the old self-inflicted ones.

That's great. So with that kind of in the rearview mirror, Neil, as CEO, how are you kind of prioritizing your strategic efforts? What are your strategic priorities from here moving forward?

We have a very clear vision. We've clarified the product portfolio. As you know, we've announced a divestiture of capabilities that are much better suited in other folks' hands so that we could 100% align on achieving for our customers an intelligent product life cycle vision. And all the work that we've been doing on go-to-market transformation, product innovation, AI embeddedness, the layer that will have agents interoperate across our core systems, in addition to making sure my team is given all the support as Jen comes into bear to build on the momentum that I could feel and sense with the existing team is going to be critical to our success. So this is a very fundamental year on a lot of tough decisions made over the last 2 years. This is a year of chop and wood. We have our direction. We have our North Star. We have our customers urgently needing us to be the best given the amazing things that are happening in the world right now. And this is the time when PTC is going to rise to the occasion. This is the stage of that journey that we're in.

I love to hear that. How does the macro backdrop play into that?

We have a philosophy as a leadership team is like we can't dictate what's going to happen in the macro. We could just keep doing what we're doing. And I do have a point of view, though, that despite the noise in the macro that this is causing a greater urgency, again, for our end markets who have not digitally transformed to stay relevant to actually think more materially about digitally transforming. And hence, why we feel energized about the opportunity in front of us.

And then how did that kind of build into the guidance that you gave? So wrapping the strategic and the macro, you gave some ranges out there. What was kind of the bottoms-up build there?

Yes. So assuming -- which we are assuming there's going to be a close of this transaction, we've got a 7.5% to 9.5% range on ARR. Let's say at the lower end, I just want to be very respectful of the fact that none of us really predicted anything that happened last year, if that happens again this year, I want to make sure I have an understanding of what that looks like at the lowest end, right, of the guidance.

Two is like having a 10-plus year part of the business being divested, has taken a lot of work last year to even get to this point and from now to close to make sure like there's no disruption at all on accounts that we're working on that are commingled here, want to take that account. On the high end, continued, you could see Rob and his team have been hitting stride in Q4. As they continue to hit stride over the course of this year, that plus the macro not getting worse is actually allows us to feel good about as we think about the range of the year.

Lastly, the structuring of these deals, right, whether it's a hiring quarter start or ramp deals can swing the numbers here from an in-year perspective. But our main thrust, maybe to summarize is this demand capture that we showed, and it was a really confidence inspiring for all of us at the company quarter, as that continues to formulate with the hard work the go-to-market leadership team has put into place, that's what we're focused in on because that's what the opportunity looks like. And at the same time, keeping the financial discipline that we've had for multiple years that we will continue moving forward and continue this great capital allocation strategy we put into place over the course of last year when I started to this year, and it will continue.

All right. With that, Neil, Rob, thank you so much. Really appreciate it.

Thank you.

Thank you.

All right. Making our way through the home stretch here on day 1. Thanks, everybody, again, as always. With us right now, Kristian Talvitie, CFO of PTC; and Matt Shimano. IR in the front row. Thanks, Matt. Kristian, for coming, as always.

Thanks for having us.

Yes. Your support has been unwavering through the year, so I do appreciate the attendance.

As is yours.

Let's -- generally, we start with kind of an overview of sort of what you guys just reported a couple of weeks ago. But top of mind that I just keep getting asked is some of the divestitures that you just announced. And we'll get into some of the overall underlying performance of the business. But maybe just starting with Kepware and ThingWorx. Could you talk about sort of the rationale? Strategically, there was a lot of effort, as you know, put into those deals back in the day. But I think the direction of those businesses has gone a little different than the core. Talk about some of the rationale behind these, and then we'll talk about some of the financial impacts.

Yes, sure. Happy to do so. But before we get started, my General Counsel would be very upset with me if I didn't remind everybody about our safe harbor language and forward-looking statement cautionary language that's all documented in a very detailed fashion in our press releases and on the website, files on file Forms 8-K and 10-K on file with the SEC. So please do take a look at those. But on to your question, the strategic rationale. So I think Neil has been in the CEO seat now for coming up on 2 years here soon.

And I think he's been pretty unwavering from the beginning on what -- in his view, the core priorities of the business are and the strategy of the company is, which really revolves around CAD, PLM, ALM and SLM with underpinning or foundation of SaaS as a delivery model as well as AI embedded in the products. And you'll notice what I didn't really talk about there was IoT was IoT. And so we have been refocusing on the core and on the core priorities and think that it actually just made strategic sense to find a home for those businesses because they are good businesses, probably just better served for our customers in the hands of somebody who is focused on that part of the market.

And so that's what we intended to do, which also provides strategic focus and clarity for the folks at PTC with everybody focusing on the kind of the core strategy, which is good for our customers and again, good for the IoT business as well with that kind of focus coming from the right owner. And so we undertook a process. It was a full process. narrowed it down to a handful of participants and ultimately determined that TPG was the right owner for this business.

That's great. Yes. And I guess I think you just gave fiscal '26 guidance both with and without. When we think even longer term, when we think about sort of how -- specifically on, I guess, both ARR and cash flow, what are sort of the longer-term implications of this? Do you think we -- I mean, ultimately like slightly higher growth, better profitability longer term? Like what's sort of the longer-term ramifications of this?

Yes. I think that there's -- I think it's clear even from our earnings materials that in recent years relative to the rest of the core portfolio, this business has been a drag, if you will, on growth. And so I think that, that is helpful over the longer term. In terms of the profitability of the business, I think that by now at this time with the sale of the business, the profitability of that business is largely in line with the broader company. So I think we tried to outline that as best we could. Again, in the earnings materials, I think in fiscal '25, we estimate that it contributed approximately $70 million of free cash flow.

I think the way to think about that for '26, '27 and beyond is in fiscal '26, again, depending a little bit on the timing of the close, but we had an assumption around April 1 that it would actually be free cash flow neutral in '26 because, a, timing of collections; and b, as part of the transaction, we expect there will also be a period where there's kind of transaction -- transition services attend that transaction as the business migrates. And I think for the balance of '26, that will largely offset the cash flow differential in '26. I think in '27, we also said probably less than a $50 million impact to cash flows in '27.

Okay. So building that bridge, and you did a good job in the deck, but just to reiterate, you're talking about sort of including those businesses, still $1 billion-ish of free cash flow. In '26, obviously, that comes steps down a little bit. But how should we think about sort of like getting back to those levels as we sort of like anniversary this and move forward?

Yes. So I think that -- I mean, this would be my mental model. This year, I think we'll do about $1 billion of free cash flow, less somewhere in the ballpark of about $160 million, which is made up of taxes on the proceeds as well as divestiture-related fees. And so then as we start thinking about '27, in my mental model, I would actually start building off of the $1 billion. We then have the offset of kind of less than $50 million, which is left over from the transaction or the businesses, excuse me.

And then I would probably add back still the $20 million of kind of CapEx -- incremental CapEx that we have this year in fiscal '26 as we move one of our -- actually our largest R&D center from one office into a new office. So like that I do not expect to recur next year. So I would kind of be building off of that, I guess, the rough math is 970 level.

Yes. Okay. Helpful. Now on the ARR side, you've always given a lot of thought to how you think about guidance, sort of the high end, low end of the range. And it feels like that low end is completely derisked. I guess taking the glass half side of it, what gets you to the higher end of that range? Macro is obviously a bit of a wildcard. But what are these things that you look for? You're like, well, this could actually -- let's think positivity here, Matt and I were just talking about the volatility of this market. But like what gets you to that higher end of the range in '26?

Yes. So I mean, I think just bracketing the guidance range in general, right? I think we -- Neil tried to do a pretty articulate job on the call of saying the low end actually accounts for some deterioration in macro, also tries to take into account potential disruption from the divestiture and the higher end of the range, I think, contemplates some continued positive momentum from some of the go-to-market evolution that we started embarking on last year. And then embedded within that range as well is the kind of deal structure volatility that we can see from quarter-to-quarter, which -- it's just part of the business that we operate.

Yes. What -- so the go-to-market changes, it strikes us that, that verticalization approach should start paying dividends. And maybe you're already seeing it manifest itself. How should we think about the benefit of that as we sort of anniversary these changes and start to think about how that sales force can be better aligned to target the opportunity?

Yes, I think that's right. And I think that it isn't just the sales force being aligned, and we always talk about it as go-to-market because it isn't just the salespeople, but it's sales and marketing and customer success, right, technical resources, all aligned around verticals and all focused on those customers in those verticals. And -- so I think I agree that, that is the right direction for us to be moving in. I think we've seen good progress. I think we saw -- it's difficult for me to point to any disruption that we saw last year, well, implementing these changes.

And now it's a matter of really starting to see some of the benefits of executing on those changes. And then I would say, just to remind you that a lot of the sales cycles for PLM, ALM, right, larger enterprise deals, those sales cycles can run 9, 18 months, sometimes even longer. So it is going to take a little bit of time for that momentum to catch up and build there. But that's where we left room for improved velocity in the high end of the range.

And we talked about this when you reported, but are there -- the significant changes really were made last year. As you're sitting in this Q1, there's always tweaks as the sales force is want to do. But is there anything that you'd highlight that you sort of like we should be aware of in terms of anything incremental that could cause either some potential volatility or even opportunity?

No. I mean, apart from normal tweaks, tweaking compensation plans, tweaking territories, et cetera. I mean, of course, the disruption -- potential disruption from the divestiture, I covered that.

Yes. Yes. Okay. I want to drill on a couple of the businesses, but AI has obviously been a huge focus for the industry and for PTC for quite some time. I mean you guys -- like most organizations have been talking about AI before it was really given a name by the market. How are you helping customers think through leveraging this technology across the various businesses?

And how do you think from a CFO seat, what does that mean from a monetization standpoint? Do you see there's an incremental opportunity with value that you were able to think about monetization differently or charge more or seeing higher commits? How do we think about AI layering into the model?

Yes. It's a really interesting question and interesting times that we live in. I think our view is that AI can definitely help our customers with their product development processes overall. And we talk about it as the intelligent product life cycle. And so there's a few different components to it. One, which we think is somewhat foundational is making sure that they actually have their data house in order, as we like to say. And a lot of that revolves around making sure that their data is in a PLM system and is clean and readily usable, if you will, by AI.

And then -- so that's one whole part of the digital transformation that a lot of companies are going through anyways. And then on top of that, you want to start thinking about, well, what is the AI functionality that we can bring to bear for our customers. And I think the way that we like to talk about that is advise, assist and eventually automate. And so how can you -- if you think about those 3 words and how that works in a product development workflow and broadly across an enterprise, how does advise assist and ultimately automate work, which is making sure that engineers are able to find the right parts in a speedy fashion and the right parts or share information across department lines or other silos into regulatory or into quality departments.

And so how can we help companies, again, find the right information, provide context around that information that's useful to them. So I think that's one way to do it with the advice and the assist and then ultimately automate will also come across disciplines, if you will. So if you think about AI and Windchill, there's -- that's just within the Windchill application and AI and ServiceMax and AI and whatever Codebeamer, but none of those systems really operate as silos and they actually all interact with other systems. In some cases, it's ERP systems or MES systems and so on. So can we bring to bear technology that is going to help that data sharing across those platform silos and even outside of kind of PTC's technology stack and into other technology stacks. They are vital to the whole product life cycle.

And then from a monetization standpoint, how do you -- because that's sort of the question is like it's great that we're providing AF features. But like is it table stakes? Is it incremental to the growth opportunity? How do you kind of think about that element?

Yes. So on monetization in general, I mean, just a general observation, I would think, as you know, we went from perpetual to subscription, subscription now to SaaS and ultimately AI. And going from perpetual to subscription allows you certain options with pricing, like you think about token models and so on and so forth, just even if it's on-prem subscription, going to SaaS opens that aperture up even further, and you can start thinking about consumption-type models. And again, with meter spinning and with AI, it obviously brings similar opportunities.

That said, for right now, and it's still very early days for PTC. But right now, we've actually still gone with a kind of seat-based pricing even for the AI parts that we have out in the market. And again, it's so early that I think we're actually kind of just trying to figure out what is the way that customers actually want to consume. And so right now, we're trying to make sure we have the right value prop and a reasonable price point and then we'll continue to fine-tune based on customer requirements, the best way to price it.

So I mean, does that imply as you learn and as you continue to develop, there could be more of a consumption element to some of these.

We'll look at it Sure.

Yes. Yes. And is there much of a network effect? Because I think a lot of times, there's a real concern about customer data and privacy and training models on customers' data. But is there a broader network effect where the sort of the sum of the parts of the platform provides an overall sort of like higher buyer functionality for every customer? Or is it still very siloed in sort of how you think about leveraging data?

I would -- our customers tend to be very protective of their product IP.

Yes. Yes. And then in terms of SaaS, we've been talking about that for a while, and you guys have made quite a bit of advancements, not only just in Onshape and things like that, but also the core Windchill+ and Creo+. Talk about just -- and I think with AI, SaaS gets sort of like left behind in a lot of the conversations, but talk about sort of how -- where we are in that progression. You guys have never talked about like a forced transition and you're very sort of open to customers how they want to consume the product. But is -- do you feel like you still have that lead from a SaaS perspective? Because it really felt like you guys were far in front of most of your primary competitors from a SaaS perspective. Where are we in that sort of arms race from a SaaS perspective?

Yes. I think SaaS is still an underpinning of the intelligent product life cycle as we talk about and you see it on our slides. So in that sense, it's very much still part of the strategy. I think that you're right, I don't think we're going to go to a forced model and force a customer to consume the software in one way or another. But we are seeing consistent momentum with customers who do want to migrate, and we want to make sure that we have best-in-class offerings for them to migrate to.

Okay. Okay. And then ultimately, what I want to -- where I want to go is sort of how to think about a layer cake of growth with your various businesses. But ServiceMax, I think, Matt, we've had a number of conversations on this, too. It just it feels like such -- like if you're not using your guys ServiceMax or SLM, I don't know what your customers are doing. And so maybe that's the question. Like I mean, it feels like the cross-sell opportunity is so ripe and there. And obviously, you guys have a lot of initiatives across the entire business. But what's the unlock for ServiceMax?

Yes. I think that is -- I think that's right. I think we're still very much behind the strategy as initially laid out as part of the intelligent product life cycle and thinking about design through to service and the synergies that you get by sharing information back and forth or up and down that stack or the synergies that a customer would get by doing that. I think that last year, ServiceMax had a couple of headwinds. There were some leadership changes, particularly on the go-to-market side that happened. And then subsequently, we've also had some idiosyncratic churn events really on the ServiceMax side.

From a customer perspective?

Yes, there were just some unique -- no identifiable trend, unique kind of onetime events, somebody acquired somebody and they had a different strategy. And so there you have it. That's what we mean by idiosyncratic. And so it had a difficult year. I think that we'll continue to see some of that headwind into the first half of this fiscal year. But on the flip side, the momentum of kind of pipeline build and new business being booked, that we're starting to see that turn the corner.

That's great.

That is good.

You guys have so many businesses. We don't have time to go through all of them, but you've always been such great at these like mental models of thinking about, okay, here's how I think about cash flow build. And you've been very, very accurate in some of those builds over the years. Do you -- when you think about like that ARR build, is there a mental model that you're like, well, I think about a couple -- 3 points from PLM, a couple of points from Cat. Like is there some way that we should think about like a build or a layer cake to kind of get to, call it, high single-digit ARR growth?

Yes, that's a great question. And I think that we should probably take that and try to articulate that more clearly like an Investor Day, I think, would be an ideal.

Maybe said differently then, if you were to say, when we think about the growth element of the business, what are some of the -- what are you most -- and obviously, you come with a conservative lens as a CMO. But like what are some of these big blocks that can move that can start to drive -- again, it kind of gets back to that question about like the higher end of the growth algorithm this year.

Yes. I mean, again, I think a lot of it -- I mean here, I would say that the vast majority of things that we're doing is to actually try and drive growth in our net new ARR, right? And I would bucket it into maybe 3 broad categories. One is on the product side. And we've been investing pretty heavily in R&D over the past few years. We've almost doubled our annual R&D spend over the last 5 years or so. And that is really all in support of our customers and trying to bring to market capabilities that are going to drive growth.

And that includes things like investing in the SaaS transition, like investing in tighter integration between ALM and PLM because we're hearing that from a lot of customers that, that would be super valuable to them and like investing in AI that we kind of just talked about. So there's a whole set of kind of product initiatives underway. There's a go-to-market evolution that we've been talking about, which is really all about us being better equipped to serve our customers, how we're going to market, how we're helping them.

And that actually spans both across PTC's direct sales force as well as our channel partners, which are a broad extension of our sellers, right? And they represent about 1/4 of our ARR. So it's like it's an important route to market for us. And so again, trying to work across those vectors to make sure we've got the right kind of account coverage, the right kind of messaging that's going to resonate with customers so that we can help them. And then in the last piece, the last bucket, I would put it into commercial optimization.

And that's been an ongoing process for a number of years at PTC. I think if you went back and looked at our churn in 2019, I think it was around 9%, a little over 9%. That has now come down. It's pretty well below 5% for the last couple of years. I expect it to be this year as well. And so I think there's just incremental opportunity for us to continue to improve on that part of the execution as well. So I mean, there's kind of 3 buckets there.

That's great. The other thing that capital allocation is always a subject near and dear to your heart in terms of thinking about deploying this cash. And you made a pretty significant change in how you think about maintaining cash balances. I forget when that was actually put in place, but it felt like you've certainly amped up the commitment to buy -- how do you think about with these cash flow levels, that balance between buyback, M&A, investing back in the business, how should we think about that? And I guess, specifically on the buyback element. It feels like with some of the proceeds here, there's going to be some significant activity on that front.

Yes. I think maybe the way I would try to articulate our philosophy, if we start with a couple of basic tenets. One, we believe that PTC should operate in a net debt position. And that's where we are now. We've done a -- I think we've done a very good job at bringing the debt levels that we've had down. So I think we're pretty good on that front. And as you said, kind of the cash balance just because of the subscription nature of the business and the predictability of the cash inflows and cash outflows, we definitely want to try to maintain as low a cash balance as we can.

And I think that's been helpful over the past few years. We brought that down from, I don't know, call it, $350 million on average to -- I think we ended last quarter at about $185 million round numbers in terms of a cash balance, and we'll try to maintain a low cash balance. So with those 2 caveats in place, then the free cash flow that we generate, I think either. That would go towards any kind of M&A that we might want to do, which tends to be more focused now on kind of smaller technology tuck-ins that support the core. And to the extent that we don't use any of it for that, I would expect that we return the rest to shareholders via share repurchases.

So does that -- with the divestitures, that also -- it sort of implies that there's no big gaps that you're looking for right now. It feels more that you're sort of signaling more of these strategic tuck-ins as opposed to another ServiceMax or something of that nature.

Yes. I'll say it this way. That may be a little above my pay grade, but as best as I understand it.

Yes. So when we -- as we close here, I mean, it feels like, ultimately, the algorithm is the top line growth is it's a fairly tight range depending on the economic circumstances. The margin expansion is there. The buybacks are there. It feels like cash flow growth per share should continue to outpace sort of the ARR growth element. And is that sort of the right way to think about how you are kind of calibrating the business is kind of like thinking about free cash flow per share growth?

I think that's right, yes.

Yes. And ultimately, I think that's -- I mean, we've covered PTC for a long time, and we've always felt that there's a bit of a valuation gap with some of your peers. And it feels like as you continue to grow that cash flow per share at an accelerated rate, it feels like the market should reward that. but that -- it feels like that's the kind of the balance of growth and profitability that we should think about.

Yes.

Excellent. Well, we are out of time. Just hoping to get a question in from the audience, but we was we didn't even talk about a handful of items. But thanks again, Kristian. Thanks, Matt, for being here. It's always best of luck.

Thank you.

Good afternoon, ladies and gentlemen. Thank you for standing by, and welcome to PTC's 2025 Fourth Quarter Conference Call. [Operator Instructions]

I would now like to turn the call over to Matt Shimao, PTC's Head of Investor Relations. Please go ahead.

Good afternoon. Thank you, operator, and welcome to PTC's Fourth Quarter and Fiscal Year 2025 Conference Call. On the call today are Neil Barua, Chief Executive Officer; Kristian Talvitie, Chief Financial Officer; and Robert Dahdah, Chief Revenue Officer.

Today's conference call is being broadcast live through an audio webcast and a replay of the call will be available later today at www.ptc.com.

During this call, PTC will make forward-looking statements, including guidance as to future operating results. Because such statements deal with future events, actual results may differ materially from those projected in the forward-looking statements. Additional information concerning factors that could cause actual results to differ materially from those in the forward-looking statements can be found in PTC's annual report on Form 10-K, Form 10-Q and other filings with the U.S. Securities and Exchange Commission as well as in today's press release.

The forward-looking statements, including guidance provided during this call are valid only as of today's date, November 5, 2025, and PTC assumes no obligation to update these forward-looking statements.

During the call, PTC will discuss non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures can be found in today's press release made available on our website.

With that, I'd like to turn the call over to PTC's Chief Executive Officer, Neil Barua.

Thank you, Matt, and good afternoon, everyone. I'll begin by addressing the press release we issued earlier today regarding the definitive agreement we've reached for TPG to acquire our Kepware and ThingWorx businesses. This is exciting news for us. For our Kepware and ThingWorx customers, this move is designed to enhance the value of these products deliver.

By partnering with TPG, Kepware and ThingWorx gained additional investment, expertise and operational focus, all for the businesses to continue growing and delivering more for customers.

For PTC, this move increases our focus on the area central to our intelligent product life cycle vision. CAD PLM, ALM and SLM and the growing emphasis on SaaS and AI.

With our resources and investment concentrated in these areas, we will continue helping our customers address some of their most pressing challenges by enabling them to fully leverage the value of their product data and to transform each stage of life cycle.

When the transaction closes, we will maintain a close relationship with the Kepware and ThingWorx businesses to ensure a smooth transition. Kristian will walk you through more of the transaction details in a few minutes.

Turning to fiscal '25. Q4 was another quarter of solid execution. We delivered 8.5% constant currency ARR growth and 16% free cash flow growth year-over-year. Throughout the quarter, we were encouraged to see some of the early benefits from our go-to-market transformation show up operationally.

Our execution on large strategic agreements improved through better coordination between our sales, technical and customer success teams. We said on our Q3 call that we had a robust pipeline of large Q4 deals, and I'm proud to say we closed most of them.

The dynamics of these deals are encouraging in the context of our intelligent product life cycle vision and focus areas. We won our largest Codebeamer deal ever as a customer in the automotive vertical decided to move up legacy processes and invest in its next-gen product data foundation.

A large windshield competitive displacement win in the med tech vertical was alongside of ServiceMax expansion, reinforcing this customer's commitment to building a product data foundation and extending that data to other parts of the life cycle. We also won the largest Onshape delever. This was a competitive displacement with the customer embracing the workflow and collaboration benefits of a cloud-native SaaS offering. You could read more about our customer wins across verticals in our appendix slides.

ARR came in at the middle of our Q4 guidance range, which reflects the variability of the large deal structures we discussed in our Q3 call. Importantly, we ended the year with record deferred ARR under contract, providing strong visibility into fiscal 2016 and beyond. While not all of that converts immediately, it gives us confidence in our growth trajectory as these multiyear ramps activate.

In addition, our go-to-market teams are operating with great alignment across verticals and geos. We continue to execute on commercial optimization levels and the overall feedback from the field is very positive.

Our marketing messaging. Focus on our intelligent product life cycle vision is helping customers clearly see how our portfolio enables them to leverage their product data to transform with AI.

Finally, we appointed John Stephenson, an industry veteran, as Chief Product Officer. John is establishing a clear product operating rhythm to support our go-to-market motion and tightening product and R&D linkage to increase the pace and predictability of road map execution.

Overall, Q4 capped off a year of steady, disciplined execution during a volatile market environment. The go-to-market momentum we described last quarter didn't take, it accelerated. Our teams leaned into the transformation and strengthened customer relationships at the exact and we saw clear evidence of multiproduct adoption across verticals.

When we started the go-to-market transformation, we said it would take 18 to 24 months to hit full stride. Less than a year in, the factors we control are clearly moving in the right direction, and we are focused on making them more repeatable and sustainable in fiscal '20.

Regarding the outlook for fiscal '26. For ARR growth, we are guiding to a range of 7% to 9% with Kepware, ThingWorx; at 7.5% to 9.5% without Kepware and ThingWorx. We are also well on track to deliver $1 billion of free cash flow in fiscal '26, including Kepware and ThingWorx.

Regarding net new ARR, Q1 will be similar to last year. and we expect momentum to build through the year, supported by the shape of our pipeline and deferred ARR. The high end of our annual ARR range accounts for continued improvements in our go-to-market progression, minimal customer disruption from the Kepware and ThingWorx divestiture and a relatively steady macro environment. The low end of our annual ARR range accounts for some worsening in the macro environment and unexpected disruption from the divestiture. Variability in deal structures can also move us higher or lower in the range.

Our confidence in fiscal '26 is underpinned by our focus on our intelligent product life cycle vision. AI is cementing the importance of structured product data foundations and PTC is uniquely positioned to make these possible. Customers understand that applying AI to siloed or stale data doesn't work and are turning to PTC's portfolio to build their data foundation. This begins in engineering and other departments and functions across the life cycle.

AI is then applied to this contextual data and even more substantial transformations become possible for our customers. We're enhancing our CAD, PLM, ALM and SLM offerings to make it even easier to build a product data foundation, and we're embedding more AI. We've recently released new AI capabilities in ServiceMax, Servigistics, Onshape and Arena, and we have a strong Creo AI road map underway. We are also on track to release new versions of Windchill, Windchill+ and Codebeamer in the weeks ahead.

I would like to now turn to our capital allocation strategy. In fiscal '26 with our leverage below 1x, we expect to return excess cash to shareholders. We expect to buy back between $150 million and $250 million worth of shares per quarter during fiscal 2016, starting with $200 million in Q1.

Our capital allocation strategy remains disciplined and flexible as we will continue to make investments in R&D around our intelligent product life cycle vision and leave the door open for tuck-in acquisitions.

In summary, we feel momentum building. We're pleased to share today's news about Kepware and ThingWorx, and we're happy they're set up for success with TPG. And for PTC, we move with clarity and a purposeful direction with the entire company focused on delivering our intelligent product life cycle vision for customers.

With that, I'll turn the call over to Kristian.

Thanks, Neil, and hello, everyone. Starting off with Slide 6, I'd like to provide some more details on the Kepware and ThingWorx divestiture. The transaction is expected to close in the first half of calendar 2026, and our expected use of net after-tax proceeds will follow our overall capital allocation strategy of returning excess cash to shareholders while leaving room for any potential tuck-in acquisitions.

We could receive up to $725 million in total cash consideration if certain thresholds are achieved. We expect either $565 million or $600 million upfront, depending on performance during the period up to close. The $125 million future potential earn-out is based on certain criteria related to a potential future transaction by the buyer.

Assuming an April 1 close and a $565 million upfront payment, we would expect net upfront proceeds of approximately $365 million after working capital and indebtedness adjustments, divestiture-related fees and taxes related to the transaction.

Turning to Slide 7. In fiscal '25, ARR attributable to Kepware and ThingWorx was approximately $160 million, and constant currency ARR growth was negative 1%. Including perpetual license and professional services revenue, the revenue contribution of Kepware and ThingWorx was approximately $200 million. We estimate that approximately $70 million of free cash flows was attributable to Kepware and ThingWorx in fiscal '25.

For fiscal '26, we're providing constant currency ARR guidance for PTC, including and excluding Kepware and ThingWorx. ARR growth, excluding Kepware and ThingWorx, is expected to be 50 basis points higher. Also, for fiscal '26, we expect the Kepware and ThingWorx transaction will impact our as-reported free cash flow primarily due to onetime transaction-related items.

To illustrate, I'll take you through a model on Slide 8. Starting at the top with our $1 billion of free cash flow guidance for fiscal '26, which assumes Kepware and ThingWorx are a part of PTC for the full fiscal year. Assuming the transaction closes on April 1, 2026, we would expect lower net cash inflows related to Kepware and ThingWorx in the second half of fiscal '26. However, we would expect this to be largely offset by a transaction services agreement, which begins upon close. If the transaction closes sooner than expected, there could be a modest impact to free cash flow.

Related to the transaction, we expect to incur approximately $160 million of onetime cash outflows. Approximately $35 million of this relates to onetime divestiture-related fees and approximately $125 million relates to onetime cash taxes. We'll have more clarity on those items when the transaction closes, and we'll provide an update at that point. Remember, from an accounting perspective, the proceeds will show up in cash flow from investing, while taxes and divestiture-related costs will show up in operating cash flows.

Assuming an April 1, 2026, close, this model shows that our as-reported free cash flow would be approximately $840 million in fiscal '26. You will have clear visibility to the onetime cash outflows in our reporting, and we will officially update our guidance post close. But as we think about fiscal '27, we expect to be building off the approximately $1 billion we are guiding to this year and we'll need to factor in up to $50 million of headwinds from the divestiture, which is the run rate of Kepware and ThingWorx cash flows, partially offset by TSA income, which we expect to continue.

Moving to Slide 9 and a review of the results we just reported. As you know, we believe ARR and free cash flow are the most important metrics to assess the performance of our business. To help investors understand our business performance, excluding the impact of FX volatility, we provide ARR guidance and disclose our ARR results on a constant currency basis. At the end of Q4, our constant currency ARR using our fiscal '25 plan FX rates was $2.446 billion, up 8.5% year-over-year.

And while I know that we consistently tell investors to focus on ARR and free cash flow rather than revenue and operating income. Given some of the dynamics in the quarter, I do think that it's prudent to talk a little bit about the revenue beat versus the midpoint of our guidance range for the quarter and put this in context with our ARR results.

We came in at the midpoint of our guidance range for net new ARR in Q4. And as we discussed on our last call, the biggest variable between the high and low ends of the range was going to be deal structures. It certainly played out that way.

In Q4, our teams did a great job, and we contracted a record amount of customer commitments. Many of these were in the form of ramp deals, many included commercial optimization levers, and several new and renewing contracts came in with longer-than-anticipated term lines. In fact, our average term line in Q4 increased from approximately 2 years in Q4 of '24 to approximately 3 years in Q4 of '25.

The way revenue accounting works for on-prem subscriptions under ASC 606, we record approximately 50% of the total contract value when the deal starts, and we recognize the rest ratably over the term.

As was evident from our revenue guidance for Q4, we were expecting a healthy uptick in revenue, reflecting the mix of large multiyear renewals and large contracts in the pipeline. But what actually happened was that we beat the midpoint of our guidance range by $140 million and the high end by $110 million.

So going back to ARR. You'll recall that ARR is the best approximation of annual billings related to recurring contracts because it's aligned with the amount that we invoice the customer on an annual basis. And as far as future contractual commitments, well, in the ARR way of thinking, that is recorded as deferred ARR.

In the traditional P&L way of thinking, that shows up in RPO. And when we report our RPO in our 10-K, you'll see that it's up more than $550 million, both sequentially and on a year-over-year basis. But remember, not all of that turns into ARR or revenue in fiscal '26. There's additional deferred ARR in fiscal '27 and beyond as well. This should help explain why our revenue growth in the quarter significantly outpaced our ARR growth.

All in all, it was a solid quarter. with a lot of long-term positive impact that you don't see in our current ARR results or near-term outlook. The significant revenue beat is also what drove the significant EPS beat.

On the cash flow side of things, we generated $100 million of free cash flow in Q4. For the full fiscal year, our free cash flow was $857 million, up 16%. Note that the free cash flow we generated in fiscal '25 absorbed approximately $20 million of outflows related to our go-to-market realignment. Our 16% free cash flow growth in fiscal '25 illustrates the operating leverage we benefit from as our ARR grows. Another way to illustrate our operating leverage is through our operating efficiency percentage, which expanded by 310 basis points to 45% in fiscal '25 compared to 42% in fiscal '24. You can see this in our illustrative cash flow model on Slide 23.

Next, turning to Slide 10. Before I take you through our guidance, let me walk you through how we guide and report ARR. For fiscal '25, we provided constant currency ARR guidance and reported constant currency ARR results for all periods using our fiscal '25 planned FX rates, which were as of September 30, 2024. And for comparative purposes, at the same time last year, we also recast historical constant currency ARR amounts at our fiscal '25 planned FX rates.

For fiscal '26, we're taking the exact same approach with historical results, recast using our fiscal '26 planned FX rates, which are as of September 30, 2025. For new investors who may not be familiar with our approach, please reach out to me or Matt and we'd be happy to do a deep dive.

With that, I'll take you through our guidance on Slide 11. Because we don't know exactly when the Kepware and ThingWorx transaction will close, our guidance for fiscal '26 and Q1 '26 includes Kepware and ThingWorx for the full year. The exception is ARR, where we are additionally providing guidance that excludes Kepware and ThingWorx.

All the ARR amounts on this slide are based on our fiscal '26 planned FX rates. For constant currency ARR, excluding Kepware and ThingWorx, we expect growth of approximately 7.5% to approximately 9.5% in fiscal '26. For constant currency ARR, including Kepware and ThingWorx, we expect growth of approximately 7% to 9%.

Our ARR guidance is mindful of the efforts required to separate Kepware and ThingWorx as we push toward a closing expected in the first half of calendar 2026.

From a linearity perspective, we're expecting similar quarterly seasonality as in fiscal '25 for net new ARR. This primarily has to do with the shape of the pipeline, linearity of churn and the linearity of deferred ARR, which is heavily skewed to Q4 in fiscal '26. Note that our cash flow guidance is not on a constant currency basis. And to be clear, our business is currently constituted is on track to deliver approximately $1 billion of free cash flow in fiscal '26.

We have a high degree of confidence in our guidance for free cash flow due to the predictability of our cash collections and the disciplined budgeting structure we have in place. Importantly, we've maintained consistent billing practices over time. We build primarily upfront annually 1 year at a time, regardless of contract term lengths. So our free cash flow results over time are comparable. In fiscal '26, we expect similar invoicing seasonality compared to the previous 5 years based on this and our expected cash outflows we expect approximately 55% to 60% of our free cash flow to be generated in the first half of the year and for fiscal Q4 to be our lowest cash flow generation quarter.

Some of you may have noticed that our guidance assumption for CapEx is stepping up by approximately $20 million in fiscal '26, which is also absorbed in our guidance for free cash flow. We view this as onetime in nature because it's related to moving a major R&D center to a new office.

Although our focus is on ARR and free cash flow, we're providing revenue and EPS guidance to help you with your models. It's worth noting that our revenue guidance for fiscal '26 looks different from fiscal '25. We expect revenue to be up north of 10% in the first half, up in the mid-single digits in Q3 and to decline in Q4. This obviously reflects the dynamics I discussed earlier, with Q4 being down given the significant overperformance in Q4 of '25.

Moving on to Slide 12. Here's an illustrative constant currency ARR model for fiscal '26. Focusing on PTC, including Kepware and ThingWorx, the column on the right illustrates the midpoint of net new ARR growth that corresponds to our fiscal 2016 constant currency ARR guidance range of 7% to 9%. Consistent with my reminder from last quarter, we expect churn to remain low in fiscal '26 because our customers need to maintain subscriptions to our software to continue designing, producing and servicing the products.

Turning to Slide 13. Here's a similar illustrative model for Q1 of '26 focusing on PTC, including Kepware and ThingWorx, the column on the right illustrates the dollar range of Q1 26% sequential net new ARR growth that corresponds to our Q1 '26 constant currency ARR guidance range of 8% to 8.5%. As a reminder, Q1 is typically our lightest net new ARR quarter given normal renewal seasonality and the timing of larger enterprise transactions.

As I mentioned earlier, we expect similar linearity for net new ARR in fiscal '26 compared to fiscal '25. What's important, however, is what Neil mentioned earlier, that our demand capture remains healthy in a challenging macro environment, and we're entering the year with a stronger pipeline than when we started fiscal '25 and a solid deferred ARR balance which is heavily skewed to Q4.

As you know, our net new ARR can be somewhat volatile in any given quarter, given dynamics such as new or renewal bookings seasonality, timing of deferred ARR, starting how much of our new bookings in any given quarter starts in the quarter, how much churn we expect in any quarter, et cetera?

All of that said, we feel good about the state of the business, the focus on the intelligent product life cycle and its relevance to our customers as evidenced by our pipeline. We have many initiatives underway to capture the opportunity to drive net new ARR growth in the future.

With that, I'd like to turn the call back over to the operator for the Q&A session.

[Operator Instructions] Your first question comes from Ken Wong with Oppenheimer & Co.

Fantastic. Neil, congratulations on the divestiture of the IoT business. Perhaps you can give us some context behind the decision to move on from ThingWorx and Kepware. And then what should we, as investors, deemed to still be strategic in the portfolio? Are there any other products or components of the IoT business that still needs to be shut off?

Yes. Good to hear from you, Ken. So first off, on the decision process, as I've been saying for a couple of years now, we've been really focusing on putting the wood behind the arrows around the things that create the greatest customer opportunity and for PTC where we have the highest right to win. And we talked through all the core priorities, which has now formulate itself into this vision around the intelligent product life cycle.

And because of that and because of the needs and the requirements for our customers around execute across that vision, we decided to make sure that every single person in the company all our resources or attention are dedicated to executing across achieving that vision of the intelligent product cycle. And so that's the way we lend towards the strategic decision on saying, look, at the end of the day, tap where thing works, good businesses, great products, but quite frankly, TPG has a thesis of getting deeper onto the factory floor in operations. And those products will do very well under that framework, leaving PTC, the ability to really continue to deliver what hopefully you saw in Q4, Ken, around executing around our core priorities and just ramping up that focus and attention on it.

In terms of your second question around the strategic component of what we have left. I feel good as we sit here around the portfolio and how it relates to the intelligent product life cycle, how it relates to building a product data foundation for our customers how it relates to our ability to apply generative and agentic AI to that product data foundation and how to send that product data to other constituents of our customers like in the service department, et cetera. And so collectively, I feel good now that with the transaction closing, we have an ability now to fully focus all our portfolio and energy across -- executed across the intelligent product lifecycle vision that we laid out.

Your next question comes from Jason Celino with KeyBanc Capital Markets.

Great. I know a lot of moving parts, and it's somewhat a muted point because of the Kepware cash tax implications, but Kristian, the $1 billion free cash flow guidance, is there any way to know how much of a OBB benefit you're expected to see next fiscal year?

So there is some tailwind from the new Section 174 decision that was in OBDA that is included in that number. To be honest, we don't actually have to make the final decision on which of the 3 main doors, i.e., the all 1 year, 2 year or just let the amortization run out. Doors, we go through until later this fiscal year. Remember, though, that that's also offset, also included in that kind of $1 billion number is the incremental CapEx that we're seeing related to the transition of one of our largest R&D facility into a new office. So there's a bunch of puts and takes that go into that number. But certainly, the tailwind from Section 174 is included in that number.

Your next question comes from Clarke Jeffries with Piper Sandler.

I wanted to ask how you would characterize the push versus the pull with the deal structures this quarter. Did you feel like some of these customers were wanting to push out certainty and and maybe they wanted to make the commitment, but they didn't know what the next 12 months might hold for them, so they wanted to commit to a ramping deal or a longer duration agreement? Any color there would be helpful.

Sure, Clarke, good hear from you too. The -- so let me be clear, in Q4, as we mentioned on our Q3 call, we had a number of large transactions in the pipeline. As I mentioned in the upfront, we closed the majority of those and excellent execution by the team. We also mentioned that the variance in the ARR for Q4 would happen based on the variability of how the deals will get structured.

And in the larger deals, in some transactions, as we've noted, there was ramp deals. And those are committed, contracted elements of the deal, not -- maybe we'll spend the money. Those are contracted with PTC, and we chose to do the right thing for the customer and ourselves, which is execute and capture that demand and have a large set of deferred ARR as Kristian talked about in 2016 and even a larger set of net deferred ARR post-2026 with some of these deals that we captured within Q4. So we feel good about it. And it's -- ultimately, as we think about as stewards of the business, capturing the customer demand, having them commit to it, which is exactly what deferred ARR is, is what we're playing towards. The anomalies back and forth of what is in quarter star within a quarter or 2 is something that is important, but not as important as the capturing of the customer demand.

Your next question comes from Blair Abernethy with Rosenblatt Securities.

Congrats on the Kepware sale. I guess 2 things for me, Neil. First off, as you kind of move away from the factory floor a little bit here, how are you thinking about your TAM business, computer manufacturing side of things. Is that -- does this alter your view on that at all?

No, I actually feel better than I did about the addressable market that we're playing into with intended product life cycle than I did 2 years when I took the job. And the reason for it is that throughout the portfolio of building what we're calling the product data foundation with our CAD capabilities, with our ALM capabilities, with our PLM capabilities and then our SLM capabilities anchored by ServiceMax and Servigistics. When we think about that opportunity and where the customers are driving for their digital transformations to make sure product data is clarified across their enterprise and sent to the right constituents.

And then Blair adding on top AI to that product data foundation has so much breadth and capability for us to execute across. And you saw that again in the customer testimonies that we showed in Q4 around customers really acclimating to the strategy, wanting it and really energized about our AI strategy that is a part of the intelligent product life cycle. So Blair, I'm more thrilled than ever before starting today that we have executed across the ThingWorx, Kepware, put it in the right home because we got a lot of business to take care of here on our existing strategy across the intelligent product life cycle.

That's great. And if I could just slide in one for Kristian. Kristian, just kind of looking at your net new ARR growth of 194 last year, and you're saying midpoint, 195 this year. How are you feeling about the overall environment that you're going to book at the same kind of level, just kind of how do you sort of come that -- come to the number for '26?

Blair, I raise my hand. So let me take the front end of this, and then Kristian could add to it. The way we're looking at it is this approach of our guidance for '26, I would characterize as a disciplined approach to making sure you understand the dynamics of how we're thinking about this year. First off, we're benefited by a very strong committed deferred ARR entering this year versus what we had last year. So that is a strong set of ballast that we've got within a committed set of ARR coming into the business, predominantly in the second half of the year and predominantly in Q4, as we mentioned.

We also have been undertaking, as we mentioned, a go-to-market transmission that is about 9 to 10 months in the making, and we feel very strongly that we've moved the ball forward but still the work needs to now become a repetition and durable. And when we think about that, in light of the divestiture and, call it, the 6-month time period from today's announcement to close or 9 months in calendar year, but in that framework, we modeled out April 1.

When we take the context of all the work needed to talk to customers that are jointly looking at pipeline opportunities with ThingWorx, Kepware and other products, we took that into consideration and said, look, if there is disruption at all from this divestiture for the next 6 to 9 months and the macro gets worse than what it is right now, then there's a possibility of the low end being something that we all should consider. But if we're looking at the way the business is going right now and we think about the deferred ARR, the momentum that Rob and team have been building on the go to market and think about the customer pull that we're getting, the midpoint is actually with the macro not getting worse or better is a good way to look at it.

Now we have -- the reason why we're disciplined, we actually have line of sight to get to the high end of the guidance in terms of go-to-market progression continues to repeat, the greatness that we saw in Q4, builds on that and continues that process. The macro doesn't get weaker and tightened -- Kepware and ThingWorx actually doesn't become a distraction. We've got that range from a disciplined manner. So the good news is we're looking at it, we're being disciplined around our approach. We got a lot of hard work going to make sure this go-to-market transformation continues on the path it is. And we're working hard to make sure that results speak for themselves as we get into the course of this year.

Your next question comes from Matt Hedberg with RBC Capital Markets.

Great. Neil, it's been about a year since you put in the verticalized sales force. I'm curious, are there any other significant go-to-market changes that you're planning for this Q1? And how might that sort of vertical focus pay additional dividends as you get another year under your belt?

Yes. So I'll start and Rob sitting right here next to me ready to get called into this match here because he's excited to share with you what the plan is. But I will say that this year is about, as Rob mentioned, the foundation of the go-to-market transformation was set last year. The fundamentals of what he and team wants accomplished foundational set. He had an incredible kickoff the first time in 8 years at PTC, we had one a couple of weeks ago. And you could feel the energy and excitement around now let's execute across the Q4 momentum. Let's repeat it. Let's make sure it's consistent. Let's get the messaging consistent, let's get the C-level messaging and acknowledgment consistent. And I see Rob and the go-to-market team as let's keep repeating and scaling and making this durable. But I'll let Rob talk about exactly what he's thinking about as he enters this year?

Yes. So thanks for the question. As you know, we did do that alignment by vertical and industry, which was a really important move to set us up for growth. And that alone, just coming through that as the team did and being able to deliver in the 3 quarters that had happened was an incredible accomplishment on its own. As Neil just mentioned, we had our first global kickoff at which, by the way, we had our partners in the room for the first time. So side by side, getting the message unfiltered directly at the same time, which was a stated goal of ours to bring the partner community closer and to expand our reach through our SIs. So that was a great start to the year.

And what we have this year that we didn't have last year was that all of that potential disruption is out of the way. So this year, we can make all of our efforts fixed on elevating the message, which we talked about, we have this -- a way to get now to the C level that we didn't before to tell a story there that I think will definitely resonate and has already tested that in Q4. We're starting to fuse that through our customers and also through our go-to-market organization.

We're reaching out to our SIs in ways we hadn't before and not only through, of course, inviting them to our kickoff, but doing it in a more methodical way where there's a great opportunity for them, for our mutual customers and for us to benefit. And now we're going to start to think about how we feather AI into our talk tracks along the vertical, so we can have much more specific messaging that resonates better by industry, and we think will create better traction and better win rates.

Your next question comes from Jay Vleeschhouwer with Griffin Securities.

Neil, you used 2 of my favorite words, road map execution. And it's interesting as you said that, because for the last number of years, PTC has, I think, done well in that regard, particularly with regard to Creo and Windchill, hence the share gain for each. So what is it from here that you mean precisely with regard to additional improvements in that execution? And how does it tie into the multi-solution 3-letter acronym type sales that you're trying to do?

And then a quick one for Kristian. Since you noted the record increase in RPO. Could you comment as well on current RPO? How that looks sequentially or year-over-year?

Let me take the front end. So Jay, thanks for the question. I would say that, yes, the execution for 40 years of this company around building great products has gotten us this far. And what I think John Stevenson, who you'll soon meet, is aligned towards doing in collaboration with his colleagues across the other functions is as an example, with Windchill, and you'll see this, Jay. The execution around a new UI/UX that actually end users will adopt more and be able to think about how to use product data more available across the enterprise, is something that we're executing towards, and John is putting just want to make sure it happens on time, it happens before customers and our sales team to even ask for it in urgency, right? Because we know that, that is a need.

So just the rigor around making sure road map items result in customer value and Rob's team can actually think about the value that they could get from a sales team perspective. That is actually an element of what we've done in alignment that is newer to the company than the last 10 years, I would say. And it's got really good value already. That's point number one.

Number two is on the AI initiatives. So you're seeing a lot of announcements coming out, and part of it is because we've been working with our customers a lot on POCs and beta to make sure we embed AI into our core products. And you're going to see Codebeamer, Windchill, you saw Arena, ServiceMax, Onshape. You're going to see this continuous flow of execution of road map that is aligned to how does AI, with this incredible contextual data that we've got in our core systems, give benefit and outcomes to our customers that no one else can provide to that customer other than PTC. And that's the area where John is like pushing on very aggressively when he was in Israel last week. And really to summarize this, Jay, making sure that teams are aligned to execute that AI road map in conjunction with the intelligent product life cycle for core products that give real value to our end customers across the core capabilities we got. Kristian?

Jay, thanks. In terms of the current portion of the RPO, I think you'll see in the K when it comes out that approximately 55% of the total RPO we'd expect to recognize over the next 12 months.

[Operator Instructions] Your next question comes from Tyler Radke with Citi.

Congrats on all the announcements here. Neil, maybe a big picture for you. I mean, clearly, the divestiture of the IoT business, the buyback in terms of allocating a lot of capital back towards PTC, really seems to indicate you're doubling down on the core CAD and PLM aspects of the business. Like how do you think about where the growth of this business could go over time? What are sort of the key levers you need to see for this business to get back into the double digits?

Yes. So look, the good news here, Tyler, is that we're building momentum towards putting all the foundational layers to come and create a repeatable way to say we're going to consistently and sustainably continue to grow net new ARR, right? And the first part of that decision process and the foundation laying was centering the student body and now the customer messaging around this disciplined and innovative intelligent product life cycle vision. And that's resonating with customers. They're resonating in Q4. And as you heard Rob say, he's going to make it resonate even more over the course of this year.

So setting the strategy and vision was critical setting the student body directing towards that has been critical, setting the foundation of all the practices and businesses has been critical. And now the cleaning up of all the focus of the business being put right into this vision that we've got versus the IoT businesses is setting us up for building on our already momentum that we saw last year. But in this course of this year, Tyler, to make sure we execute across all those things that we are super jazzed about executing towards. And so what I think the good news here is that the ingredients of being able to answer a question and the process and progress that we're making on those ingredients have moved materially forward from 12 months last year, right? This year is important to repeat that and make it durable. And at that point, we'll be able to come back and say, "Look, here's the durable growth rate for the business." But we're focused on making sure the underpinnings are taken care of. And then we know that the results will speak for themselves over time.

There are no further questions at this time. I'll now turn the call back over to Neil for any closing remarks.

Thank you all for joining. We appreciate it. A number of us will be on the road, investor conferences, and we look forward to seeing some of you there. And again, thank you for your support and participation in today's call. Thank you.

This concludes today's conference. Thank you for participating. You may now disconnect.