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                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
 
                               ----------------
 
                                   FORM 10-Q
 
              QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                      THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTER ENDED: JUNE 29, 1996         COMMISSION FILE NUMBER: 0-18059
 
                               ----------------
 
                       PARAMETRIC TECHNOLOGY CORPORATION
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
            MASSACHUSETTS                              04-2866152
   (STATE OR OTHER JURISDICTION OF                  (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)                IDENTIFICATION NUMBER)
 
                               ----------------
 
                    128 TECHNOLOGY DRIVE, WALTHAM, MA 02154
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
 
                                (617) 398-5000
             (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
 
                               ----------------
 
  Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
 
                                YES  X  NO
 
  Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
 
  COMMON STOCK, PAR VALUE $.01 PER                     126,863,809
                SHARE                         OUTSTANDING AT JUNE 29, 1996
                CLASS
 
                           TOTAL NUMBER OF PAGES: 11
 
                       EXHIBIT INDEX APPEARS ON PAGE 11
 
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                       PARAMETRIC TECHNOLOGY CORPORATION
 
                                     INDEX
 


                                                                           PAGE
                                                                           ----
                                                                     
 PART I    FINANCIAL INFORMATION
    Item 1 Financial Statements
           Consolidated Balance Sheet
            June 29, 1996 and September 30, 1995........................     3
           Consolidated Statement of Income
            Three and nine months ended June 29, 1996 and July 1, 1995..     4
           Consolidated Statement of Cash Flows
            Nine months ended June 29, 1996 and July 1, 1995............     5
           Notes to Consolidated Financial Statements...................     6
    Item 2 Management's Discussion and Analysis of Financial Condition
            and Results of Operations...................................     7
 PART II   OTHER INFORMATION
    Item 6 Exhibits.....................................................     9
 SIGNATURE...............................................................   10

 
                                       2

 
                       PARAMETRIC TECHNOLOGY CORPORATION
 
                           CONSOLIDATED BALANCE SHEET
                             (AMOUNTS IN THOUSANDS)
 


                                               JUNE 29, 1996 SEPTEMBER 30, 1995
                                               ------------- ------------------
                                                (UNAUDITED)
                                                       
                    ASSETS
Current assets:
  Cash and cash equivalents...................   $183,748         $145,638
  Short-term investments......................    187,791          162,610
  Accounts receivable, net of allowance for
   doubtful accounts of $2,673 and $2,733.....    102,378           80,405
  Other current assets........................     11,442           11,079
                                                 --------         --------
    Total current assets......................    485,359          399,732
Marketable investments........................     43,030              --
Property and equipment, net...................     35,782           19,811
Capitalized computer software costs, net......      3,523            4,380
Other assets..................................     25,718           29,804
                                                 --------         --------
    Total assets..............................   $593,412         $453,727
                                                 ========         ========
     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses.......   $ 30,508         $ 19,578
  Accrued compensation........................     25,207           19,821
  Deferred revenue............................     48,784           37,953
  Income taxes................................     10,252            4,678
                                                 --------         --------
    Total current liabilities.................    114,751           82,030
Other liabilities.............................        711              768
Stockholders' equity:
  Preferred stock, $.01 par value; 5,000
   shares authorized; none issued.............        --               --
  Common stock, $.01 par value; 215,000 shares
   authorized; 127,131 and 125,129 shares
   issued.....................................      1,271            1,251
  Additional paid-in capital..................    187,372          155,497
  Cumulative translation adjustments..........     (1,010)           1,710
  Unrealized loss on investments..............        (90)             --
  Retained earnings...........................    302,905          212,471
  Treasury stock, at cost, 267 and 0 shares...    (12,498)             --
                                                 --------         --------
    Total stockholders' equity................    477,950          370,929
                                                 --------         --------
    Total liabilities and stockholders'
     equity...................................   $593,412         $453,727
                                                 ========         ========

 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       3

 
                       PARAMETRIC TECHNOLOGY CORPORATION
 
                        CONSOLIDATED STATEMENT OF INCOME
                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
                                  (UNAUDITED)
 


                                          THREE MONTHS ENDED NINE MONTHS ENDED
                                          ------------------ -----------------
                                          JUNE 29,  JULY 1,  JUNE 29, JULY 1,
                                            1996      1995     1996     1995
                                          --------- -------- -------- --------
                                                          
Revenue:
  License................................ $ 117,836 $ 75,851 $312,686 $200,073
  Service................................    39,268   29,344  110,308   74,993
                                          --------- -------- -------- --------
    Total revenue........................   157,104  105,195  422,994  275,066
                                          --------- -------- -------- --------
Cost of revenue:
  License................................     1,160      622    2,926    2,407
  Service................................    12,930    8,848   37,007   22,759
                                          --------- -------- -------- --------
    Total cost of revenue................    14,090    9,470   39,933   25,166
                                          --------- -------- -------- --------
Gross profit.............................   143,014   95,725  383,061  249,900
                                          --------- -------- -------- --------
Operating expenses:
  Sales and marketing....................    62,916   44,527  169,670  114,303
  Research and development...............    10,499    6,846   27,225   18,007
  General and administrative.............     7,426    5,860   20,174   14,890
  Acquisition and related costs..........       --    19,000      --    19,000
                                          --------- -------- -------- --------
    Total operating expenses.............    80,841   76,233  217,069  166,200
                                          --------- -------- -------- --------
Operating income.........................    62,173   19,492  165,992   83,700
Other income, net........................     3,063    2,580    8,737    6,355
                                          --------- -------- -------- --------
Income before income taxes...............    65,236   22,072  174,729   90,055
Provision for income taxes...............    23,616    8,256   63,252   33,728
                                          --------- -------- -------- --------
Net income............................... $  41,620 $ 13,816 $111,477 $ 56,327
                                          ========= ======== ======== ========
Net income per share..................... $    0.31 $   0.11 $   0.84 $   0.44
                                          ========= ======== ======== ========
Weighted average number of common and
 dilutive common equivalent shares
 outstanding.............................   134,426  129,790  133,175  128,016
                                          ========= ======== ======== ========

 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       4

 
                       PARAMETRIC TECHNOLOGY CORPORATION
 
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                             (AMOUNTS IN THOUSANDS)
                                  (UNAUDITED)
 


                                                        NINE MONTHS ENDED
                                                    --------------------------
                                                    JUNE 29, 1996 JULY 1, 1995
                                                    ------------- ------------
                                                            
Cash flows from operating activities:
  Net income.......................................   $ 111,477    $  56,327
  Adjustments to reconcile net income to net cash
   provided by operating activities:
    Depreciation and amortization..................      12,043        6,384
    Deferred income taxes..........................       2,684       (8,815)
    Charge for purchased research and development
     in process....................................         --        19,000
    Changes in assets and liabilities:
      Increase in accounts receivable..............     (23,968)      (7,288)
      Increase in other current assets.............        (959)      (5,654)
      (Increase) decrease in other assets..........       1,879       (2,810)
      Increase in accounts payable and accrued
       expenses....................................      11,484        2,512
      Increase in accrued compensation.............       5,679        1,071
      Increase in income taxes.....................      22,508       10,108
      Increase in deferred revenue.................      11,652       17,843
                                                      ---------    ---------
  Net cash provided by operating activities........     154,479       88,678
                                                      ---------    ---------
Cash flows from investing activities:
  Additions to property and equipment, net.........     (25,040)      (7,502)
  Payment for acquisition of a business............         --       (34,550)
  Additions to capitalized computer software
   costs...........................................        (645)        (997)
  Proceeds from sales of investments...............     160,850      109,589
  Purchases of investments.........................    (229,151)    (165,374)
                                                      ---------    ---------
  Net cash used by investing activities............     (93,986)     (98,834)
                                                      ---------    ---------
Cash flows from financing activities:
  Repayment of long-term obligations...............         (92)         (11)
  Proceeds from issuance of common stock...........      26,348       18,783
  Purchases of treasury stock......................     (45,404)         --
                                                      ---------    ---------
  Net cash provided (used) by financing
   activities......................................     (19,148)      18,772
                                                      ---------    ---------
Elimination of Rasna's net cash activity for the
 three months ended December 31, 1994..............         --          (112)
Effect of exchange rate changes on cash............      (3,235)       1,667
                                                      ---------    ---------
Net increase in cash and cash equivalents..........      38,110       10,171
Cash and cash equivalents at beginning of period...     145,638      142,202
                                                      ---------    ---------
Cash and cash equivalents at end of period.........   $ 183,748    $ 152,373
                                                      =========    =========

 
   The accompanying notes are an integral part of the consolidated financial
                                  statements.
 
                                       5

 
                       PARAMETRIC TECHNOLOGY CORPORATION
 
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
1. BASIS OF PRESENTATION:
 
  The accompanying unaudited consolidated financial statements include the
accounts of the Company and its wholly owned subsidiaries, and have been
prepared by the Company in accordance with generally accepted accounting
principles. In the opinion of management, the accompanying unaudited
consolidated financial statements contain all adjustments, consisting only of
those of a normal recurring nature, necessary for a fair presentation of the
Company's financial position, results of operations and cash flows at the
dates and for the periods indicated. While the Company believes that the
disclosures presented are adequate to make the information not misleading,
these financial statements should be read in conjunction with the consolidated
financial statements and related notes included in the Company's Annual Report
on Form 10-K for the fiscal year ended September 30, 1995.
 
  The results of operations for the three-month and nine-month periods ended
June 29, 1996 are not necessarily indicative of the results expected for the
full fiscal year.
 
2. MARKETABLE INVESTMENTS
 
  Marketable investments, classified as available for sale, consist of
investments in debt instruments of financial institutions, government entities
and corporations with maturities in excess of one year, but less than two
years. The Company has established guidelines relative to credit ratings,
diversification and maturity that maintain safety and liquidity for these
investments.
 
3. COMMON STOCK
 
  On February 8, 1996, the stockholders of the Company approved an increase in
the number of authorized shares of the Company's common stock from 75,000,000
to 215,000,000. Also, on February 8, 1996, the Company's Board of Directors
declared a one-for-one stock dividend on all shares of common stock, which
became effective on February 29, 1996 to all stockholders of record on
February 22, 1996. These financial statements and related notes have been
retroactively adjusted, where appropriate, to reflect the one-for-one stock
dividend.
 
4. SUBSEQUENT EVENT
 
  On July 10, 1996, the Company acquired project modeling and management
software technology from Greenshire License Co. for approximately $30,000,000.
The acquisition will be accounted for as a purchase and the Company will
record a non-recurring charge for purchased research and development during
the fourth quarter of fiscal 1996 for substantially all of the purchase price.
The Company plans to incur additional costs during fiscal 1996 and 1997 to
complete the development of the purchased technology prior to the release of
the software.
 
                                       6

 
   MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF
                                  OPERATIONS
 
  Parametric Technology Corporation is a leading supplier of software tools
used to automate the mechanical development of a product from its conceptual
design through its release into manufacturing. The Company derives its revenue
from the license and support of software used in the mechanical segment of the
CAD/CAM/CAE (computer-aided design, manufacturing and engineering) industry.
 
RESULTS OF OPERATIONS
 
  Revenue, including license and service revenues, for the three-month and
nine-month periods ended June 29, 1996 was $157,104,000 and $422,994,000,
respectively, compared with $105,195,000 and $275,066,000 for the three-month
and nine-month periods ended July 1, 1995. These totals represent increases of
49% for the three-month period and 54% for the nine-month period over the
corresponding periods in fiscal 1995. The increase in license revenue results
from an increase in the number of seats of software licensed and an increase
in the average price per seat. A seat of software generally consists of the
Company's core product, Pro/ENGINEER(R), together with several other software
modules, configured to serve the needs of a single end-user. The increase in
the number of seats licensed was achieved as a result of continued market
penetration by the Company's products. The average prices per seat during the
three months and nine months ended June 29, 1996 were approximately $20,000
and $19,100, compared with average prices of $18,900 and $17,800 for the same
periods in fiscal 1995. Service revenue is derived from the sale of software
maintenance contracts and the performance of training and consulting services.
During the three-month and nine-month periods ended June 29, 1996, service
revenue was 25% and 26% of total revenue, respectively, compared to 28% and
27% during the three-month and nine-month periods ended July 1, 1995. Revenue
from outside of North America accounted for 56% and 55% of revenue for the
three-month and nine-month periods ended June 29, 1996, compared with 51% and
49% for the same periods in fiscal 1995. These increases are a result of the
Company's continued investment in the international marketplace. The Company
expects that total revenue will increase throughout fiscal 1996 from continued
penetration in the mechanical CAD/CAM/CAE industry and that international
revenue will continue to account for a significant portion of that total
growth.
 
  Cost of license revenue consists of the amortization of capitalized computer
software costs as well as material and overhead costs associated with compact
disks, packaging and shipping. Cost of service revenue includes the costs
associated with training, software maintenance and consulting revenues.
Combined, these expenses increased to $14,090,000 and $39,933,000 for the
three-month and nine-month periods ended June 29, 1996 from $9,470,000 and
$25,166,000 for the corresponding periods in fiscal 1995. Total cost of
revenue as a percentage of revenue remained stable at 9% for the three-month
and nine-month periods ended June 29, 1996 and the corresponding periods in
fiscal 1995. The absolute increase in total cost of revenue resulted primarily
from growth in staffing necessary to generate and support increased worldwide
service revenue and costs of materials associated with increased revenue. Cost
of service revenue, which is the largest component of total cost of revenue,
increased 46% and 63% during the three-month and nine-month periods ended June
29, 1996 from such costs in the corresponding periods in fiscal 1995, while
the associated revenue increased 34% and 47%.
 
  Sales and marketing expenses increased to $62,916,000 and $169,670,000 for
the three-month and nine-month periods ended June 29, 1996 from $44,527,000
and $114,303,000 for the corresponding periods in fiscal 1995. These costs
decreased as a percentage of revenue to 40% for both the three-month and nine-
month periods ended June 29, 1996, compared with 42% for the comparable
periods in fiscal 1995. The absolute increase in these expenses was due
primarily to worldwide expansion of the sales force and sales commissions
associated with higher revenue. International sales and marketing expenses
represented 57% and 58% of total sales and marketing expenses for the three-
month and nine-month periods ended June 29, 1996, compared with 52% and 50%
for the same periods in fiscal 1995. The Company expects to continue the
growth of its worldwide sales
 
                                       7

 
and marketing organization during future periods, reflecting the Company's
commitment to expand its global market penetration.
 
  Research and development expenses increased to $10,499,000 and $27,225,000
for the three-month and nine-month periods ended June 29, 1996 from $6,846,000
and $18,007,000 for the corresponding periods in fiscal 1995. Total research
and development expenses were 7% and 6% of revenue for the three-month and
nine-month periods ended June 29, 1996 compared with 7% for the same periods
in fiscal 1995. The absolute increase in expenses resulted primarily from
growth in the research and development staff.
 
  Software development costs of $245,000 and $645,000 during the three-month
and nine-month periods ended June 29, 1996 have been capitalized in accordance
with Statement of Financial Accounting Standards No. 86, "Accounting for the
Costs of Computer Software to be Sold, Leased or Otherwise Marketed", compared
with $375,000 and $997,000 in the corresponding periods in fiscal 1995. The
amounts capitalized represent 2% of total research and development costs for
both the three-month and nine-month periods in fiscal 1996, compared with 5%
during the same periods in fiscal 1995. Capitalized computer software costs
are amortized over the economic useful lives of the related products,
typically three years.
 
  General and administrative expenses include the costs of corporate, finance,
information technology, human resources and administrative functions of the
Company. These expenses increased to $7,426,000 and $20,174,000 for the three-
month and nine-month periods ended June 29, 1996 from $5,860,000 and
$14,890,000 for the corresponding periods in fiscal 1995. General and
administrative expenses decreased as a percentage of revenue to 5% for the
three-month period ended June 29, 1996 compared to 6% for the comparable
period in fiscal 1995, but remained stable at 5% for the nine-month periods
ended June 29, 1996 and July 1, 1995. The absolute increase in these expenses
was primarily due to the hiring of additional employees necessary to support
the Company's worldwide growth.
 
  The Company recorded, in the third quarter of fiscal 1995, a non-recurring
charge of $19,000,000 related to the write-off of purchased research and
development in process associated with the acquisition of the Conceptual
Design and Rendering System software business operated by the Design Software
Division of Evans & Sutherland Computer Corporation.
 
  Other income, net, primarily includes interest income and expense and
foreign currency gains and losses. Interest income increased to $10,132,000
for the nine-month period ended June 29, 1996 compared with $7,066,000 for the
corresponding period in fiscal 1995 due primarily to higher interest-bearing
cash and investment balances, which resulted from positive cash flows from
operations and proceeds from stock option exercises.
 
  The Company's effective tax rate for the nine-month period ended June 29,
1996 was 36.2%, compared with 37.5% for the same period in fiscal 1995. The
difference between the effective and statutory federal rate was due primarily
to the benefit of tax exempt interest income offset by the impact of state
income taxes.
 
  The number of worldwide employees increased 40% to 2,573 at June 29, 1996
compared with 1,844 at July 1, 1995. Employment increased significantly to
support higher revenues and international expansion, with the largest portion
of this growth occurring in the sales and marketing department.
 
LIQUIDITY AND CAPITAL RESOURCES
 
  As of June 29, 1996, the Company had $183,748,000 of cash and cash
equivalents and $230,821,000 of investments. Net cash provided by operating
activities, consisting primarily of net income from operations and the
increases in income taxes, deferred revenue, accounts payable and accrued
expenses, offset by the increase in accounts receivable was $154,479,000 for
the nine-month period ended June 29, 1996 compared with $88,678,000 for the
corresponding period in fiscal 1995. Investment activities consisted primarily
of purchases and sales of investments, additions to property and equipment,
and acquisition of a business in fiscal 1995. Net
 
                                       8

 
cash used by investing activities totaled $93,986,000 for the nine-month
period ended June 29, 1996, compared with $98,834,000 for the corresponding
period in fiscal 1995. Financing activities, consisting primarily of proceeds
from issuance of common stock, offset by the purchases of treasury stock in
fiscal 1996, used $19,148,000 for the nine months ended June 29, 1996 and
provided $18,772,000 for the nine months ended July 1, 1995.
 
  On May 12, 1994, the Company announced that its Board of Directors had
authorized a plan that allows the Company to repurchase up to 6,000,000 shares
of its common stock. The Company intends to repurchase these shares to
partially offset the dilution caused by the exercise of stock options under
the Company's option plans and the purchase of shares under the employee stock
purchase plan. During the nine-month period ended June 29, 1996, the Company
repurchased 1,253,000 shares at a cost of $45,404,000, of which 267,000
remained in treasury at June 29, 1996. Since the inception of the plan, the
Company has repurchased 1,567,000 shares. The Company expects to use available
cash and cash generated from operations in future fiscal periods to fund any
such repurchases.
 
  On July 10, 1996, the Company acquired project modeling and management
software technology from Greenshire License Co. for approximately $30,000,000.
The acquisition will be accounted for as a purchase and the Company will
record a non-recurring charge for purchased research and development during
the fourth quarter of fiscal 1996 for substantially all of the purchase price.
The Company plans to incur additional costs during fiscal 1996 and 1997 to
complete the development of the purchased technology prior to the release of
the software.
 
  The Company believes that existing cash and investment balances together
with cash generated from operations will be sufficient to meet the Company's
working capital, financing and capital expenditure requirements through at
least calendar 1996.
 
  Certain matters discussed in this Form 10-Q constitute forward-looking
statements that involve risks and uncertainties that could cause actual
results to differ materially from those projected. These include the Company's
ability to continue to penetrate the relevant market, anticipate or respond
adequately to technological developments and customer needs, and attract and
retain highly skilled technical, managerial and sales people, as well as other
risks and uncertainties that are detailed from time to time in reports filed
by the Company with the Securities and Exchange Commission, including the
Company's report on Form 10-Q for the quarter ended March 30, 1996, which is
incorporated herein by reference.
 
                          PART II--OTHER INFORMATION
 
ITEM 6: EXHIBITS
 
  99.1Press Release of the Company dated July 11, 1996
  99.2Important Factors Regarding Future Results
 
                                       9

 
                                   SIGNATURE
 
  Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
 
                                          Parametric Technology Corporation
 
                                                    /S/ Edwin J. Gillis
                                          by: _________________________________
                                                      Edwin J. Gillis
                                               Senior Vice President of Finance
                                                   and Administration, Chief
                                               Financial Officer and Treasurer
 
Date: August 2, 1996
 
                                      10

 
EXHIBIT INDEX
 
  99.1Press Release of the Company dated July 11, 1996; filed herewith.
 
  99.2 Important Factors Regarding Future Results (filed as Exhibit 99 to the
       Quarterly Report on Form 10-Q for the fiscal quarter ended March 30,
       1996 and incorporated herein by reference).
 
                                      11