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Blueprint

June
27, 2017

By EDGAR

Securities
and Exchange Commission

100 F
Street, N.E.

Washington,
DC 20549

Attention: Kathleen
Collins, Accounting Branch Chief

Re:         PTC Inc.

Form
10-K for the Fiscal Year Ended September 30, 2016

Filed
November 18, 2016

File
No. 000-18059

Ladies
and Gentlemen:

This
letter is submitted in response to Kathleen Collins’ letter
dated May 31, 2017 setting forth the comments of the staff of the
Securities and Exchange Commission (the “Staff”)
regarding the Form 10-K filed November 18, 2016 (the
“2016 Form 10-K”) by PTC Inc. (the
“Company”). Please find our responses to the
Staff’s comments below. For your convenience, the comments in
Ms. Collins’ letter are restated below, followed by our
response.

Form 10-K for the Fiscal Year Ended September 30, 2016

Item 15. Exhibits and Financial Statement Schedules

Consolidated Statements of Operations, page F-4

1.

You
state in your response to prior comment 1 that in future filings
you will report cost of license and subscription and cost of
support revenue and the associated margins separately. Please tell
us whether you are able to apply a reasonable methodology to also
separately report the cost of perpetual license from the cost of
subscription revenues and their associated margins, which appear to
differ based on your response and the disclosures you highlighted
in MD&A.

Response:

As we
agreed with you, given the inherent complexity in developing a
methodology to allocate (i) cost of support and (ii) cost of
license and subscription, respectively, between perpetual license
and subscription, and the fact that we have not completed our
analysis for the purposes of ASC 606, we will report
Cost of Support and
Cost of License and
Subscription on the income statement through our adoption of
ASC 606 in our fiscal year 2019 (the fiscal year ending
September 30, 2019). Cost of
Support

and
Cost of License and
Subscription will be reported consistent with our internal
reporting. Accordingly, Cost of
Support will include the cost of supporting both perpetual
licenses and subscription, and Cost of License and Subscription will
include the cost of perpetual licenses and subscription licenses.
We will include appropriate disclosure in both the Notes to the Financial Statements and
in MD&A to explain what
is in each of these cost lines as they are not directly comparable
to the reported revenue lines. We will also continue to disclose in
MD&A information about
the significant components of those costs and significant changes
and trends in margins and costs.

When we
adopt ASC 606 in fiscal 2019, we will report services and
product revenues and costs separately and align our costs with our
revenue lines (including applying reasonable cost allocations to
the extent necessary).

* * * *
* * *

If you
have any questions, please do not hesitate to call me at (781)
370-6971.

Very
truly yours,

PTC
INC.

/s/
Andrew Miller

Andrew
Miller

Chief
Financial Officer