x
|
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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¨
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Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Delaware
|
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06-1364380
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(State of Incorporation)
|
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(I.R.S. Employer Identification No.)
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Title of each class
|
|
Name of each exchange on which registered
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Common Stock, $0.0001 par value
|
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New York Stock Exchange
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Large accelerated filer x
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Accelerated filer ¨
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Non-accelerated filer ¨
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Smaller reporting company ¨
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Emerging growth company ¨
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Page No.
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PART I
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Item 1.
|
||
Item 1A.
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||
Item 1B.
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||
Item 2.
|
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Item 3.
|
||
Item 4.
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||
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PART II
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Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
|
||
Item 8.
|
||
Item 9.
|
||
Item 9A.
|
||
Item 9B.
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||
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PART III
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Item 10.
|
||
Item 11.
|
||
Item 12.
|
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Item 13.
|
||
Item 14.
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||
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PART IV
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Item 15.
|
||
Item 16.
|
•
|
Red Hat Enterprise Linux—an operating system platform that runs applications on a broad range of hardware and can be deployed in physical, virtual and hybrid cloud environments.
|
•
|
Red Hat Satellite—a system management offering that is designed to make Red Hat infrastructure easier to deploy, scale and manage across physical, virtual and hybrid cloud environments.
|
•
|
Red Hat Virtualization—software that allows customers to use and manage a common hardware infrastructure to run multiple operating systems and applications.
|
•
|
Red Hat Middleware—a suite of offerings used to develop, deploy and manage applications; integrate applications, data and devices; and automate business processes across hybrid cloud environments.
|
•
|
Other Emerging Technologies—software that enables customers to build and manage hybrid IT computing environments. Our emerging technology offerings include Red Hat OpenShift, Red Hat Cloud Infrastructure, Red Hat OpenStack Platform, Red Hat Ansible Automation, Red Hat CloudForms and Red Hat Storage technologies.
|
•
|
enabling a customer’s in-house development team to collaborate and innovate with a global community of independent developers and testers;
|
•
|
providing a customer’s in-house development team access to both binary and source code, and broader rights to copy, modify and redistribute the software;
|
•
|
offering a customer greater flexibility through open rather than proprietary protocols and formats;
|
•
|
enabling ongoing, quicker access to improvements and fixes; and
|
•
|
allowing a customer to inspect and help diagnose problems more easily and customize the software to suit its particular needs.
|
•
|
our ability to utilize the innovation derived from software developed by an open source community and make it consumable for enterprise customers;
|
•
|
the extent to which we can expand the breadth and depth of our offerings;
|
•
|
strategic business combinations and acquisitions of technical talent and technologies;
|
•
|
our ability to enhance the value of our offerings through frequent and continuing innovation while maintaining platforms designed to be stable and secure over multi-year periods;
|
•
|
the extent to which adoption of our emerging technology offerings and software development processes such as CI/CD (continuous integration and continuous deployment) and DevOps increases;
|
•
|
our involvement and leadership in key open source communities and projects, which enable us to develop, enhance and maintain our offerings;
|
•
|
our corporate culture, which we believe fosters innovation, creativity and collaboration;
|
•
|
our ability to generate increasing revenue directly and through partners and other strategic relationships, including CCSPs, distributors, embedded technology partners, IHVs, ISVs, OEMs, SIs and VARs;
|
•
|
our ability to generate new and recurring revenue for our offerings;
|
•
|
the widespread and increasing deployment of open source technologies globally;
|
•
|
our software, hardware, application and cloud service certification programs, which are intended to create an ecosystem of technologies that are compatible with our offerings and supported by us;
|
•
|
our ability to provide customers with consulting and training services that generate additional subscription revenue; and
|
•
|
our ability to provide greater subscription value, enhance the experience of our customers and promote customer loyalty by focusing on ways in which we can help our customers succeed.
|
•
|
continuing to evolve our technology portfolio through ongoing innovation;
|
•
|
supporting new and emerging technologies such as OpenShift, OpenStack and Ansible;
|
•
|
leveraging new delivery models, such as on demand consumption;
|
•
|
encouraging modern software development processes, such as CI/CD (continuous integration and continuous deployment) and DevOps; and
|
•
|
using a consultative selling approach, with a focus on solving customer problems.
|
•
|
High Availability—provides failover services between nodes within a cluster intended to make applications more resistant to downtime.
|
•
|
Resilient Storage—enables a shared storage or clustered file system to access the same storage device over a network.
|
•
|
Smart Management—includes management and provisioning modules that allow a customer to provision, patch, configure and control Red Hat Enterprise Linux development, test and production systems.
|
•
|
Smart Virtualization—includes the Red Hat Virtualization offering, which provides virtualization functionality and management tools for both server and desktop deployments.
|
•
|
Extended Lifecycle Support—provides software maintenance and support after Red Hat’s published end of life date for certain versions of Red Hat Enterprise Linux.
|
•
|
Extended Update Support—extends the software maintenance and support period of certain eligible Red Hat Enterprise Linux subscriptions for up to 24 months to give customers more flexibility with their resource and deployment cycles.
|
•
|
Red Hat Insights—provides a hosted service that is designed to help customers proactively identify and resolve technical and security issues in their Red Hat Enterprise Linux and Red Hat Cloud Infrastructure environments.
|
•
|
Red Hat JBoss Enterprise Application Platform—provides an environment for building, hosting and deploying applications and services. It includes features such as clustering, caching, messaging, transaction and a full web services stack.
|
•
|
Red Hat JBoss Web Server—provides an enterprise-class web server solution for large-scale websites and lightweight web applications that utilize Apache Tomcat and Apache Web Server.
|
•
|
Red Hat Data Grid—provides a scalable, distributed in-memory data grid that permits cost-effective scaling of big data tiers.
|
•
|
Red Hat Fuse and Red Hat AMQ—provides customers messaging and integration tools for distributed applications.
|
•
|
Red Hat 3scale API Management—provides centralized API management features through a distributed, cloud hosted layer.
|
•
|
Red Hat Data Virtualization—provides a solution for integration of distributed data sources.
|
•
|
Red Hat Decision Manager—provides a platform for business rules management, business resource optimization and complex event processing.
|
•
|
Red Hat Process Automation Manager—provides a platform for developing applications that automate business decisions and process.
|
•
|
Red Hat Developer Studio—provides an integrated development environment for developing, testing and deploying rich web applications, enterprise applications and service-oriented architecture services.
|
•
|
Red Hat JBoss Operations Network—provides built-in management and monitoring capabilities to administer JBoss application environments.
|
•
|
Red Hat OpenShift—a container-based cloud application platform (also called “platform as a service” or “PaaS”) that allows developers to develop, host and scale applications in a cloud environment. It automates the hosting, configuration, deployment and administration of application stacks in an elastic cloud environment utilizing Linux containers. OpenShift gives application developers self-service access so they can more easily deploy applications on demand. Customers can use OpenShift Container Platform in a private cloud environment and in certain public cloud environments, OpenShift Online in a public cloud environment for month to month use, or OpenShift Dedicated in a public cloud environment using their own OpenShift instance managed by Red Hat. Customers can also use Red Hat Middleware services for OpenShift to enable enterprise application development, deployment and integration capability with OpenShift.
|
•
|
Red Hat Cloud Infrastructure—an offering that combines and integrates Red Hat Satellite, Red Hat Virtualization, Red Hat CloudForms, Red Hat OpenStack Platform and Red Hat Insights. Red Hat Cloud Infrastructure allows users to build and manage a private or hybrid infrastructure as a service cloud.
|
•
|
Red Hat OpenStack Platform—an infrastructure as a service offering that provides an enterprise-ready cloud foundation built on OpenStack technologies optimized for and integrated with Red Hat Enterprise Linux and Red Hat Virtualization.
|
•
|
Red Hat Ansible Automation—offerings that are designed to automate application and IT environment lifecycles. Our Red Hat Ansible Automation offerings include Red Hat Ansible Tower, an IT automation platform that is designed to provide simplified provisioning, configuration management and application deployment as well as management of a broad range of IT automation activities across hybrid cloud environments, Red Hat Ansible Engine, a support offering for users of the Ansible technology, and Red Hat Ansible Network Automation, a network automation platform the enables users to operationalize the automation of network infrastructures.
|
•
|
Red Hat CloudForms—a hybrid cloud management solution that allows users to deploy, monitor and manage services across private clouds as well as virtualized and container-based infrastructures.
|
•
|
Red Hat Storage technologies that enable customers to build storage platforms at large-scale using commodity hardware. Red Hat Gluster Storage enables distributed file storage across hybrid cloud environments. Red Hat Ceph Storage offers a block and object storage platform for enterprises deploying on public or private clouds. Users of enterprise OpenStack deployments and container application platforms can use Red Hat Storage technologies for their storage needs.
|
•
|
the name and reputation of the vendor or competitive offering;
|
•
|
the product price, performance, reliability, security and functionality;
|
•
|
the partnerships of the vendor with major industry hardware and/or software providers;
|
•
|
the channel strength and number of channel partners of the vendor;
|
•
|
the financial and value relationship of subscription services;
|
•
|
the availability of third-party enterprise applications that are compatible with the technology;
|
•
|
the speed with which customers transition to cloud computing environments and the type of cloud computing environments utilized (public, private or hybrid);
|
•
|
the breadth of hardware and software ecosystem compatibility, including the ability to move IT workloads among various cloud offerings;
|
•
|
the number of cloud service providers;
|
•
|
the management framework for administering the software technologies;
|
•
|
the quality of consulting and support services;
|
•
|
the number of customer and company reference accounts;
|
•
|
the ability to attract and retain qualified technical and other employees;
|
•
|
the ability to influence enterprise software developers to write more applications that are compatible with our technologies;
|
•
|
the ability of the vendor to quickly diagnose software issues and provide patches and other solutions; and
|
•
|
the strength of the vendor’s relationships and reputation in the open source community.
|
Name
|
Age
|
Position
|
DeLisa K. Alexander
|
53
|
Executive Vice President and Chief People Officer
|
Paul J. Cormier
|
62
|
Executive Vice President and President, Products and Technologies
|
Michael R. Cunningham
|
58
|
Executive Vice President and General Counsel
|
Michael A. Kelly
|
47
|
Chief Information Officer
|
Arun Oberoi
|
64
|
Executive Vice President, Global Sales and Services
|
Eric R. Shander
|
50
|
Executive Vice President and Chief Financial Officer
|
James M. Whitehurst
|
51
|
President and Chief Executive Officer
|
ITEM 1A.
|
RISK FACTORS
|
•
|
integrating the acquired business’ accounting, financial reporting, management, information and information security, human resource and other administrative systems to permit effective management and reporting, and the lack of control if such integration is delayed or not implemented;
|
•
|
incorporating and further developing acquired products or technology into our offerings and maintaining quality standards consistent with our brands;
|
•
|
effectively evaluating talent at an acquired business or identifying cultural challenges associated with integrating employees from the acquired business into our organization;
|
•
|
losing key employees of the acquired business;
|
•
|
achieving the expected benefits of the transaction, which may include generating greater market acceptance of our offerings and technologies, increasing our revenue or integrating the assets acquired into one or more of our current offerings;
|
•
|
increasing or adding operating expenses related to the acquired business or technology;
|
•
|
identifying acquisition targets that complement our strategic direction and technology road map;
|
•
|
gathering full information regarding a business or technology prior to a transaction, including the identification and assessment of liabilities, claims or other circumstances that could result in litigation or regulatory exposure, unfavorable accounting treatment, unexpected tax implications and other adverse effects on our business;
|
•
|
maintaining or establishing acceptable standards, controls, procedures and policies;
|
•
|
disrupting our ongoing business and distracting management;
|
•
|
impairing relationships with our employees, partners or customers as a result of any integration of new management and other personnel, products or technology or as a result of the changes in the competitive landscape affected by the transaction;
|
•
|
maintaining good relationships with customers or business partners of the acquired business;
|
•
|
incurring expenses related to the transaction;
|
•
|
assuming claims and liabilities from the acquired business or technology, or that are otherwise related to the transaction;
|
•
|
entering into new markets in which we have little or no experience or in which competitors may have stronger market positions;
|
•
|
impairing of intangible assets and goodwill acquired in transactions; and
|
•
|
for foreign transactions, managing additional risks related to the integration of operations across different cultures and languages, and the economic, political, compliance and regulatory risks associated with specific countries.
|
•
|
fluctuations in exchange rates;
|
•
|
pricing environments;
|
•
|
longer payment cycles and less financial stability of customers;
|
•
|
economic, political, compliance and regulatory risks associated with specific countries;
|
•
|
laws and policies of the U.S. and other jurisdictions affecting trade (including any trade wars or tariffs), foreign investment, loans, immigration and taxes;
|
•
|
economic or political instability or terrorist acts in some international markets that could adversely affect our business in those markets or result in the loss or forfeiture of some foreign assets and the loss of sums spent developing and marketing those assets and the revenue associated with them, including any adverse effects that may result from the United Kingdom’s vote to exit the European Union;
|
•
|
difficulty selecting and monitoring channel partners;
|
•
|
differing technology standards and customer requirements;
|
•
|
lower levels of availability or use of the Internet, through which our software is often delivered;
|
•
|
difficulty protecting our intellectual property rights globally due to, among other reasons, the uncertainty of laws and enforcement in certain countries relating to the protection of intellectual property rights;
|
•
|
difficulty in staffing, developing and managing foreign operations as a result of distance and language, legal, cultural and other differences;
|
•
|
different employee/employer relationships and the existence of works councils and labor unions;
|
•
|
difficulty maintaining quality standards consistent with our brands;
|
•
|
export and import laws and regulations that could prevent us from delivering our offerings into and from certain countries;
|
•
|
public health risks and natural disasters, particularly in areas in which we have significant operations;
|
•
|
limitations on the repatriation and investment of funds and foreign currency exchange restrictions; and
|
•
|
changes in import/export duties, quotas or other trade barriers that could affect the competitive pricing of our offerings and reduce our market share in some countries.
|
•
|
competitive products and pricing;
|
•
|
failure to release new or enhanced versions of Red Hat Enterprise Linux on a timely basis, or at all;
|
•
|
maturity of the market for Red Hat Enterprise Linux;
|
•
|
technological change that we are unable to address with Red Hat Enterprise Linux; or
|
•
|
future economic conditions.
|
•
|
our Board of Directors has the right to elect directors to fill a vacancy created by the expansion of the Board of Directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our Board of Directors;
|
•
|
stockholders must provide advance notice to nominate individuals for election to the Board of Directors or to propose matters that can be acted upon at a stockholders’ meeting; such provisions may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of our company; and
|
•
|
our Board of Directors may issue, without stockholder approval, shares of undesignated preferred stock; the ability to issue undesignated preferred stock makes it possible for our Board of Directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to acquire us.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
•
|
Red Hat, Inc.;
|
•
|
a new peer group consisting of Adobe Inc. (“Adobe”), Akamai Technologies, Inc. (“Akamai”), ANSYS, Inc. (“ANSYS”), Autodesk, Inc. (“Autodesk”), Cadence Design Systems, Inc. (“Cadence Design Systems), Citrix System, Inc. (“Citrix”), Intuit Inc. (“Intuit”), Jack Henry & Associates, Inc. (“Jack Henry”), NetApp, Open Text Corporation (“Open Text”), PTC Inc. (“PTC”), salesforce.com, inc. (“salesforce”), ServiceNow, Inc., Symantec Corporation (“Symantec”), Synopsys, Inc. (“Synopsys”), Verisign, Inc. (“Verisign”), VMware and Workday, Inc. (the “New Peer Group”);
|
•
|
a prior peer group consisting of Adobe, Akamai, ANSYS, Autodesk, Cadence Design Systems, Citrix, Intuit, Jack Henry, NetApp, Nuance Communications, Inc., Open Text, PTC, salesforce, Symantec, Synopsys, Verint Systems Inc., Verisign and VMware (the “Prior Peer Group”); and
|
•
|
the S&P 500 Index.
|
|
2/28/2014
|
|
|
2/27/2015
|
|
|
2/29/2016
|
|
|
2/28/2017
|
|
|
2/28/2018
|
|
|
2/28/2019
|
|
||||||
RED HAT, INC.
|
$
|
100.00
|
|
|
$
|
117.17
|
|
|
$
|
110.78
|
|
|
$
|
140.38
|
|
|
$
|
249.87
|
|
|
$
|
309.54
|
|
NEW PEER GROUP
|
$
|
100.00
|
|
|
$
|
107.10
|
|
|
$
|
95.83
|
|
|
$
|
135.32
|
|
|
$
|
193.87
|
|
|
$
|
261.22
|
|
PRIOR PEER GROUP
|
$
|
100.00
|
|
|
$
|
109.24
|
|
|
$
|
100.22
|
|
|
$
|
139.43
|
|
|
$
|
194.96
|
|
|
$
|
257.88
|
|
S&P 500 INDEX
|
$
|
100.00
|
|
|
$
|
115.51
|
|
|
$
|
108.36
|
|
|
$
|
135.42
|
|
|
$
|
158.57
|
|
|
$
|
166.00
|
|
•
|
Assumes initial investment of $100.00 on February 28, 2014. Total return includes reinvestment of dividends.
|
•
|
If the annual interval, based on the fiscal year-end, ends on a day that is not a trading day, the preceding trading day is used.
|
•
|
The information included under the heading “Stock Performance Graph” in Item 5 of this Annual Report on Form 10-K is “furnished” and not “filed” and shall not be deemed to be “soliciting material” or subject to Regulation 14A, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act or otherwise subject to the limitations of that section, and shall not be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933 (the “Securities Act”), as amended, or the Securities Exchange Act, whether made before or after the date of this report and irrespective of any general incorporation by reference language in any such filing.
|
•
|
The stock price performance shown in the graph is not necessarily indicative of future price performance.
|
Period
|
|
Total Number
of Shares
Purchased (1)(2)
|
|
Weighted
Average
Price Paid
per Share
|
|
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs (3)
|
|
Approximate Dollar
Value of Shares that May Yet Be Purchased Under the Plans or Programs (3) |
||||||
December 1, 2018—December 31, 2018
|
|
123,111
|
|
|
$
|
73.40
|
|
|
—
|
|
|
$
|
737.2
|
million
|
January 1, 2019—January 31, 2019
|
|
1,338,957
|
|
|
$
|
75.22
|
|
|
—
|
|
|
$
|
737.2
|
million
|
February 1, 2019—February 28, 2019
|
|
313,697
|
|
|
$
|
73.41
|
|
|
—
|
|
|
$
|
737.2
|
million
|
Total
|
|
1,775,765
|
|
|
|
|
—
|
|
|
|
(1)
|
During the three months ended February 28, 2019, the Company withheld an aggregate of 23,750 shares of its common stock (with a weighted average share price of $175.45) from employees to satisfy minimum tax withholding obligations relating to the vesting of restricted share awards. These shares were not withheld pursuant to the programs described in Note (3) below.
|
(2)
|
In connection with the convertible note conversions settled during the three months ended February 28, 2019, the Company exercised a portion of the options that are part of the convertible note hedge transactions and acquired 1,752,015 shares of its common stock. The counterparties to the convertible note hedge transactions may be deemed to be an “affiliate purchaser” and may have purchased the shares of the Company’s common stock deliverable to the Company upon the exercise of the options.
|
(3)
|
On June 21, 2018, the Company announced that its Board authorized the repurchase of up to $1.0 billion of Red Hat’s common stock from time to time on the open market or in privately negotiated transactions. The program, which replaced a previous repurchase program, commenced on July 1, 2018, and will expire on the earlier of (i) June 30, 2020 or (ii) a determination by the Board, Chief Executive Officer or Chief Financial Officer to discontinue the program. Pursuant to the Merger Agreement, we do not anticipate additional repurchases of the Company’s common stock prior to the consummation of the Merger with IBM.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
Fiscal Years Ended
|
||||||||||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
|
February 29, 2016
|
|
February 28, 2015
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
SELECTED STATEMENT OF OPERATIONS DATA
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscriptions
|
$
|
2,949,059
|
|
|
$
|
2,574,178
|
|
|
$
|
2,135,780
|
|
|
$
|
1,803,449
|
|
|
$
|
1,561,234
|
|
Training and services
|
413,010
|
|
|
346,283
|
|
|
276,023
|
|
|
248,781
|
|
|
228,255
|
|
|||||
Total subscription and training and services revenue
|
$
|
3,362,069
|
|
|
$
|
2,920,461
|
|
|
$
|
2,411,803
|
|
|
$
|
2,052,230
|
|
|
$
|
1,789,489
|
|
Gross profit
|
$
|
2,863,818
|
|
|
$
|
2,488,664
|
|
|
$
|
2,057,425
|
|
|
$
|
1,742,601
|
|
|
$
|
1,516,290
|
|
Income from operations (1)
|
$
|
512,232
|
|
|
$
|
475,732
|
|
|
$
|
334,075
|
|
|
$
|
288,048
|
|
|
$
|
249,994
|
|
Interest income
|
$
|
30,531
|
|
|
$
|
18,493
|
|
|
$
|
13,921
|
|
|
$
|
11,673
|
|
|
$
|
8,336
|
|
Interest expense
|
$
|
19,838
|
|
|
$
|
24,569
|
|
|
$
|
23,822
|
|
|
$
|
23,121
|
|
|
$
|
9,394
|
|
Other (expense) income, net
|
$
|
(4,870
|
)
|
|
$
|
8,335
|
|
|
$
|
(2,164
|
)
|
|
$
|
(1,735
|
)
|
|
$
|
6,562
|
|
Provision for income taxes (1) (2)
|
$
|
84,067
|
|
|
$
|
216,140
|
|
|
$
|
66,620
|
|
|
$
|
75,500
|
|
|
$
|
75,297
|
|
Net income (1)
|
$
|
433,988
|
|
|
$
|
261,851
|
|
|
$
|
255,390
|
|
|
$
|
199,365
|
|
|
$
|
180,201
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic (1)
|
$
|
2.46
|
|
|
$
|
1.48
|
|
|
$
|
1.42
|
|
|
$
|
1.09
|
|
|
$
|
0.97
|
|
Diluted (1)
|
$
|
2.33
|
|
|
$
|
1.42
|
|
|
$
|
1.40
|
|
|
$
|
1.07
|
|
|
$
|
0.95
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
176,773
|
|
|
177,150
|
|
|
179,642
|
|
|
182,817
|
|
|
186,529
|
|
|||||
Diluted
|
186,321
|
|
|
184,602
|
|
|
182,961
|
|
|
186,119
|
|
|
189,246
|
|
|
As of
|
||||||||||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
|
February 29, 2016
|
|
February 28, 2015
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
SELECTED BALANCE SHEET DATA
|
|
|
|
|
|
|
|
|
|||||||||||
Total cash, cash equivalents, restricted cash and available-for-sale investment securities
|
$
|
2,424,969
|
|
|
$
|
2,472,932
|
|
|
$
|
2,133,231
|
|
|
$
|
1,995,390
|
|
|
$
|
1,808,743
|
|
Working capital (1)
|
$
|
741,082
|
|
|
$
|
836,590
|
|
|
$
|
428,943
|
|
|
$
|
316,757
|
|
|
$
|
549,410
|
|
Total assets (1)
|
$
|
5,588,289
|
|
|
$
|
5,474,493
|
|
|
$
|
4,540,062
|
|
|
$
|
4,158,278
|
|
|
$
|
3,784,569
|
|
Total deferred revenue (current and long-term)
|
$
|
2,982,424
|
|
|
$
|
2,595,172
|
|
|
$
|
2,069,956
|
|
|
$
|
1,722,544
|
|
|
$
|
1,482,328
|
|
Convertible notes (current and long-term)
|
$
|
301,367
|
|
|
$
|
768,000
|
|
|
$
|
745,633
|
|
|
$
|
723,942
|
|
|
$
|
702,939
|
|
Stockholders’ equity (1)
|
$
|
1,613,932
|
|
|
$
|
1,478,124
|
|
|
$
|
1,252,166
|
|
|
$
|
1,337,591
|
|
|
$
|
1,288,338
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606, Revenue from Contracts with Customers. See NOTE 2—Summary of Significant Accounting Policies to our Consolidated Financial Statements for detailed information on adoption of ASC 606.
|
(2)
|
Provision for income taxes for the fiscal years ended February 28, 2019 and February 28, 2018 included a charge of $18.0 million and $122.7 million, respectively, related to the Tax Act. See NOTE 11—Income Taxes to our Consolidated Financial Statements.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Fiscal Years Ended
|
||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
Year-Over-Year Growth Rate
|
||||
Infrastructure-related subscription revenue, as reported
|
$
|
2,132,635
|
|
|
$
|
1,950,396
|
|
|
9.3%
|
Adjustment for foreign currency exchange rates
|
6,826
|
|
|
—
|
|
|
|
||
Infrastructure-related subscription revenue, excluding foreign currency impact
|
2,139,461
|
|
|
1,950,396
|
|
|
9.7%
|
||
|
|
|
|
|
|
||||
Application Development-related and other emerging technology subscription revenue, as reported
|
816,424
|
|
|
623,782
|
|
|
30.9%
|
||
Adjustment for foreign currency exchange rates
|
5,779
|
|
|
—
|
|
|
|
||
Application Development-related and other emerging technology subscription revenue, excluding foreign currency impact
|
822,203
|
|
|
623,782
|
|
|
31.8%
|
||
|
|
|
|
|
|
||||
Total subscription revenue, as reported
|
2,949,059
|
|
|
2,574,178
|
|
|
14.6%
|
||
Adjustment for foreign currency exchange rates
|
12,605
|
|
|
—
|
|
|
|
||
Total subscription revenue, excluding foreign currency impact
|
2,961,664
|
|
|
2,574,178
|
|
|
15.1%
|
||
|
|
|
|
|
|
||||
Total training and services revenue, as reported
|
413,010
|
|
|
346,283
|
|
|
19.3%
|
||
Adjustment for foreign currency exchange rates
|
7,013
|
|
|
—
|
|
|
|
||
Total training and services revenue, excluding foreign currency impact
|
420,023
|
|
|
346,283
|
|
|
21.3%
|
||
|
|
|
|
|
|
||||
Total revenue, as reported
|
3,362,069
|
|
|
2,920,461
|
|
|
15.1%
|
||
Adjustment for foreign currency exchange rates
|
19,618
|
|
|
—
|
|
|
|
||
Total revenue, excluding foreign currency impact
|
$
|
3,381,687
|
|
|
$
|
2,920,461
|
|
|
15.8%
|
|
February 28, 2019
|
|
February 28, 2018
|
|
Year-Over-Year Growth Rate
|
||||
Current deferred revenue, as reported
|
$
|
2,161,206
|
|
|
$
|
1,853,719
|
|
|
16.6%
|
Adjustment for foreign currency exchange rates
|
48,325
|
|
|
—
|
|
|
|
||
Current deferred revenue, excluding foreign currency impact
|
$
|
2,209,531
|
|
|
$
|
1,853,719
|
|
|
19.2%
|
|
|
|
|
|
|
||||
Long-term deferred revenue, as reported
|
$
|
821,218
|
|
|
$
|
741,453
|
|
|
10.8%
|
Adjustment for foreign currency exchange rates
|
28,205
|
|
|
—
|
|
|
|
||
Long-term deferred revenue, excluding foreign currency impact
|
$
|
849,423
|
|
|
$
|
741,453
|
|
|
14.6%
|
|
|
|
|
|
|
||||
Total deferred revenue, as reported
|
$
|
2,982,424
|
|
|
$
|
2,595,172
|
|
|
14.9%
|
Adjustment for foreign currency exchange rates
|
76,530
|
|
|
—
|
|
|
|
||
Total deferred revenue, excluding foreign currency impact
|
$
|
3,058,954
|
|
|
$
|
2,595,172
|
|
|
17.9%
|
|
Fiscal Years Ended
|
||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
Year-Over-Year Growth Rate
|
||||
Revenue, as reported
|
$
|
3,362,069
|
|
|
$
|
2,920,461
|
|
|
15.1%
|
Change in deferred revenue, as reported on Statements of Cash Flows
|
463,782
|
|
|
432,182
|
|
|
|
||
Billings proxy
|
3,825,851
|
|
|
3,352,643
|
|
|
14.1%
|
||
Adjustment to revenue for foreign currency exchange rates
|
19,618
|
|
|
—
|
|
|
|
||
Billings proxy, excluding foreign currency impact
|
$
|
3,845,469
|
|
|
$
|
3,352,643
|
|
|
14.7%
|
|
|
First quarter
|
|
Second quarter
|
|
Third quarter
|
|
Fourth quarter
|
||||||||||||||||
Fiscal Years Ended
|
|
Billings proxy
|
|
% of fiscal year total
|
|
Billings proxy
|
|
% of fiscal year total
|
|
Billings proxy
|
|
% of fiscal year total
|
|
Billings proxy
|
|
% of fiscal year total
|
||||||||
February 28, 2019
|
|
$
|
708,938
|
|
|
18.5%
|
|
$
|
788,961
|
|
|
20.6%
|
|
$
|
999,906
|
|
|
26.1%
|
|
$
|
1,328,046
|
|
|
34.7%
|
February 28, 2018
|
|
$
|
631,079
|
|
|
18.8%
|
|
$
|
682,780
|
|
|
20.4%
|
|
$
|
805,253
|
|
|
24.0%
|
|
$
|
1,233,531
|
|
|
36.8%
|
February 28, 2017
|
|
$
|
521,806
|
|
|
18.9%
|
|
$
|
572,851
|
|
|
20.8%
|
|
$
|
679,441
|
|
|
24.6%
|
|
$
|
986,239
|
|
|
35.7%
|
February 29, 2016
|
|
$
|
449,439
|
|
|
19.4%
|
|
$
|
479,131
|
|
|
20.7%
|
|
$
|
620,244
|
|
|
26.8%
|
|
$
|
763,911
|
|
|
33.0%
|
February 28, 2015
|
|
$
|
404,005
|
|
|
19.5%
|
|
$
|
439,690
|
|
|
21.2%
|
|
$
|
539,807
|
|
|
26.1%
|
|
$
|
688,680
|
|
|
33.2%
|
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Consolidated
|
||||||||||||||||
Fiscal Years Ended
|
|
Revenue
|
|
YoY Growth %
|
|
Revenue
|
|
YoY Growth %
|
|
Revenue
|
|
YoY Growth %
|
|
Revenue
|
|
YoY Growth %
|
||||||||
February 28, 2019, as reported
|
|
$
|
2,092,329
|
|
|
12.6%
|
|
$
|
786,503
|
|
|
19.7%
|
|
$
|
483,237
|
|
|
19.2%
|
|
$
|
3,362,069
|
|
|
15.1%
|
Adjustment for foreign currency exchange rates
|
|
19,093
|
|
|
|
|
(5,429
|
)
|
|
|
|
5,954
|
|
|
|
|
19,618
|
|
|
|
||||
February 28, 2019, excluding foreign currency impact
|
|
$
|
2,111,422
|
|
|
13.6%
|
|
$
|
781,074
|
|
|
18.8%
|
|
$
|
489,191
|
|
|
20.7%
|
|
$
|
3,381,687
|
|
|
15.8%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
February 28, 2018, as reported
|
|
$
|
1,858,004
|
|
|
19.5%
|
|
$
|
657,197
|
|
|
27.5%
|
|
$
|
405,260
|
|
|
18.9%
|
|
$
|
2,920,461
|
|
|
21.1%
|
Fiscal Years Ended
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Consolidated (1)
|
||||
February 28, 2019
|
|
85.8
|
%
|
|
87.4
|
%
|
|
82.9
|
%
|
|
85.2
|
%
|
February 28, 2018
|
|
85.9
|
%
|
|
87.4
|
%
|
|
82.9
|
%
|
|
85.2
|
%
|
February 28, 2017
|
|
86.3
|
%
|
|
86.7
|
%
|
|
83.7
|
%
|
|
85.3
|
%
|
(1)
|
Consolidated gross profit includes corporate (non-allocated) share-based compensation expense for fiscal 2019, fiscal 2018 and fiscal 2017 of $19.8 million, $16.9 million and $16.6 million, respectively. Share-based compensation expense was not allocated to geographic segments. For additional information, see NOTE 19—Share-based Awards to our Consolidated Financial Statements.
|
Fiscal Years Ended
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Consolidated (1)
|
||||
February 28, 2019
|
|
18.0
|
%
|
|
24.8
|
%
|
|
31.0
|
%
|
|
15.2
|
%
|
February 28, 2018 (2)
|
|
21.3
|
%
|
|
23.7
|
%
|
|
28.9
|
%
|
|
16.3
|
%
|
February 28, 2017 (2)
|
|
20.5
|
%
|
|
21.0
|
%
|
|
29.3
|
%
|
|
13.9
|
%
|
(1)
|
Consolidated operating income includes corporate (non-allocated) share-based compensation expense for fiscal 2019, fiscal 2018 and fiscal 2017 of $209.1 million, $192.2 million and $192.5 million, respectively. Share-based compensation expense was not allocated to geographic segments. For additional information, see NOTE 19—Share-based Awards to our Consolidated Financial Statements.
|
(2)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies to our Consolidated Financial Statements for detailed information on adoption of ASC 606.
|
•
|
Revenue recognition;
|
•
|
Goodwill and other long-lived assets;
|
•
|
Share-based compensation;
|
•
|
Income taxes; and
|
•
|
Loss contingencies.
|
|
Fiscal Years Ended
|
|
|
|
|
|||||||||
|
February 28, 2019
|
|
February 28,
2018 (1) |
|
$
Change
|
|
%
Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Subscriptions
|
$
|
2,949,059
|
|
|
$
|
2,574,178
|
|
|
$
|
374,881
|
|
|
14.6
|
%
|
Training and services
|
413,010
|
|
|
346,283
|
|
|
66,727
|
|
|
19.3
|
|
|||
Total revenue
|
3,362,069
|
|
|
2,920,461
|
|
|
441,608
|
|
|
15.1
|
%
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscriptions
|
213,843
|
|
|
185,339
|
|
|
28,504
|
|
|
15.4
|
|
|||
As a % of subscription revenue
|
7.3
|
%
|
|
7.2
|
%
|
|
|
|
|
|||||
Training and services
|
284,408
|
|
|
246,458
|
|
|
37,950
|
|
|
15.4
|
|
|||
As a % of training and services revenue
|
68.9
|
%
|
|
71.2
|
%
|
|
|
|
|
|||||
Total cost of revenue
|
498,251
|
|
|
431,797
|
|
|
66,454
|
|
|
15.4
|
%
|
|||
As a % of total revenue
|
14.8
|
%
|
|
14.8
|
%
|
|
|
|
|
|||||
Gross profit
|
2,863,818
|
|
|
2,488,664
|
|
|
375,154
|
|
|
15.1
|
%
|
|||
Operating expense:
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
1,378,278
|
|
|
1,195,286
|
|
|
182,992
|
|
|
15.3
|
|
|||
Research and development
|
668,542
|
|
|
578,330
|
|
|
90,212
|
|
|
15.6
|
|
|||
General and administrative
|
304,766
|
|
|
239,316
|
|
|
65,450
|
|
|
27.3
|
|
|||
Total operating expense
|
2,351,586
|
|
|
2,012,932
|
|
|
338,654
|
|
|
16.8
|
%
|
|||
Income from operations
|
512,232
|
|
|
475,732
|
|
|
36,500
|
|
|
7.7
|
|
|||
Interest income
|
30,531
|
|
|
18,493
|
|
|
12,038
|
|
|
65.1
|
|
|||
Interest expense
|
19,838
|
|
|
24,569
|
|
|
(4,731
|
)
|
|
(19.3
|
)
|
|||
Other (expense) income, net
|
(4,870
|
)
|
|
8,335
|
|
|
(13,205
|
)
|
|
(158.4
|
)
|
|||
Income before provision for income taxes
|
518,055
|
|
|
477,991
|
|
|
40,064
|
|
|
8.4
|
%
|
|||
Provision for income taxes (2)
|
84,067
|
|
|
216,140
|
|
|
(132,073
|
)
|
|
(61.1
|
)
|
|||
Net income
|
$
|
433,988
|
|
|
$
|
261,851
|
|
|
$
|
172,137
|
|
|
65.7
|
%
|
Gross profit margin—subscriptions
|
92.7
|
%
|
|
92.8
|
%
|
|
|
|
|
|||||
Gross profit margin—training and services
|
31.1
|
%
|
|
28.8
|
%
|
|
|
|
|
|||||
Gross profit margin
|
85.2
|
%
|
|
85.2
|
%
|
|
|
|
|
|||||
As a % of total revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription revenue
|
87.7
|
%
|
|
88.1
|
%
|
|
|
|
|
|||||
Training and services revenue
|
12.3
|
%
|
|
11.9
|
%
|
|
|
|
|
|||||
Sales and marketing expense
|
41.0
|
%
|
|
40.9
|
%
|
|
|
|
|
|||||
Research and development expense
|
19.9
|
%
|
|
19.8
|
%
|
|
|
|
|
|||||
General and administrative expense
|
9.1
|
%
|
|
8.2
|
%
|
|
|
|
|
|||||
Total operating expenses
|
69.9
|
%
|
|
68.9
|
%
|
|
|
|
|
|||||
Income from operations
|
15.2
|
%
|
|
16.3
|
%
|
|
|
|
|
|||||
Income before provision for income taxes
|
15.4
|
%
|
|
16.4
|
%
|
|
|
|
|
|||||
Net income
|
12.9
|
%
|
|
9.0
|
%
|
|
|
|
|
|||||
Effective income tax rate (2)
|
16.2
|
%
|
|
45.2
|
%
|
|
|
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies to our Consolidated Financial Statements for detailed information on adoption of ASC 606.
|
(2)
|
See NOTE 11—Income Taxes to our Consolidated Financial Statements for further discussion.
|
|
Fiscal Years Ended
|
|
|
|
|
|||||||||
|
February 28,
2018 (1) |
|
February 28,
2017 (1) |
|
$
Change
|
|
%
Change
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
Subscriptions
|
$
|
2,574,178
|
|
|
$
|
2,135,780
|
|
|
$
|
438,398
|
|
|
20.5
|
%
|
Training and services
|
346,283
|
|
|
276,023
|
|
|
70,260
|
|
|
25.5
|
|
|||
Total revenue
|
2,920,461
|
|
|
2,411,803
|
|
|
508,658
|
|
|
21.1
|
%
|
|||
Cost of revenue:
|
|
|
|
|
|
|
|
|||||||
Subscriptions
|
185,339
|
|
|
158,977
|
|
|
26,362
|
|
|
16.6
|
|
|||
As a % of subscription revenue
|
7.2
|
%
|
|
7.4
|
%
|
|
|
|
|
|||||
Training and services
|
246,458
|
|
|
195,401
|
|
|
51,057
|
|
|
26.1
|
|
|||
As a % of training and services revenue
|
71.2
|
%
|
|
70.8
|
%
|
|
|
|
|
|||||
Total cost of revenue
|
431,797
|
|
|
354,378
|
|
|
77,419
|
|
|
21.8
|
%
|
|||
As a % of total revenue
|
14.8
|
%
|
|
14.7
|
%
|
|
|
|
|
|||||
Gross profit
|
2,488,664
|
|
|
2,057,425
|
|
|
431,239
|
|
|
21.0
|
%
|
|||
Operating expense:
|
|
|
|
|
|
|
|
|||||||
Sales and marketing
|
1,195,286
|
|
|
1,034,191
|
|
|
161,095
|
|
|
15.6
|
|
|||
Research and development
|
578,330
|
|
|
480,668
|
|
|
97,662
|
|
|
20.3
|
|
|||
General and administrative
|
239,316
|
|
|
208,491
|
|
|
30,825
|
|
|
14.8
|
|
|||
Total operating expense
|
2,012,932
|
|
|
1,723,350
|
|
|
289,582
|
|
|
16.8
|
%
|
|||
Income from operations
|
475,732
|
|
|
334,075
|
|
|
141,657
|
|
|
42.4
|
|
|||
Interest income
|
18,493
|
|
|
13,921
|
|
|
4,572
|
|
|
32.8
|
|
|||
Interest expense
|
24,569
|
|
|
23,822
|
|
|
747
|
|
|
3.1
|
|
|||
Other income (expense), net
|
8,335
|
|
|
(2,164
|
)
|
|
10,499
|
|
|
(485.2
|
)
|
|||
Income before provision for income taxes
|
477,991
|
|
|
322,010
|
|
|
155,981
|
|
|
48.4
|
%
|
|||
Provision for income taxes (2)
|
216,140
|
|
|
66,620
|
|
|
149,520
|
|
|
224.4
|
|
|||
Net income
|
$
|
261,851
|
|
|
$
|
255,390
|
|
|
$
|
6,461
|
|
|
2.5
|
%
|
Gross profit margin—subscriptions
|
92.8
|
%
|
|
92.6
|
%
|
|
|
|
|
|||||
Gross profit margin—training and services
|
28.8
|
%
|
|
29.2
|
%
|
|
|
|
|
|||||
Gross profit margin
|
85.2
|
%
|
|
85.3
|
%
|
|
|
|
|
|||||
As a % of total revenue:
|
|
|
|
|
|
|
|
|||||||
Subscription revenue
|
88.1
|
%
|
|
88.6
|
%
|
|
|
|
|
|||||
Training and services revenue
|
11.9
|
%
|
|
11.4
|
%
|
|
|
|
|
|||||
Sales and marketing expense
|
40.9
|
%
|
|
42.9
|
%
|
|
|
|
|
|||||
Research and development expense
|
19.8
|
%
|
|
19.9
|
%
|
|
|
|
|
|||||
General and administrative expense
|
8.2
|
%
|
|
8.6
|
%
|
|
|
|
|
|||||
Total operating expenses
|
68.9
|
%
|
|
71.5
|
%
|
|
|
|
|
|||||
Income from operations
|
16.3
|
%
|
|
13.9
|
%
|
|
|
|
|
|||||
Income before provision for income taxes
|
16.4
|
%
|
|
13.4
|
%
|
|
|
|
|
|||||
Net income
|
9.0
|
%
|
|
10.6
|
%
|
|
|
|
|
|||||
Effective income tax rate (2)
|
45.2
|
%
|
|
20.7
|
%
|
|
|
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies to our Consolidated Financial Statements for detailed information on adoption of ASC 606.
|
(2)
|
See NOTE 11—Income Taxes to our Consolidated Financial Statements for further discussion.
|
•
|
funding the continued development of our technology offerings;
|
•
|
improving and extending our services and the technologies used to market and deliver these services to our customers and support our business;
|
•
|
pursuing strategic acquisitions and alliances;
|
•
|
investing in or acquiring businesses, products and technologies; and
|
•
|
investing in enhancements to the systems we use to run our business and the expansion of our office facilities.
|
|
Total
|
|
Less than
1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than
5 Years
|
||||||||||
Operating lease obligations
|
$
|
291,980
|
|
|
$
|
60,722
|
|
|
$
|
92,233
|
|
|
$
|
59,495
|
|
|
$
|
79,530
|
|
Capital lease obligations
|
288
|
|
|
282
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|||||
Convertible notes 0.25% coupon obligations
|
640
|
|
|
640
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Convertible notes principal
|
306,552
|
|
|
306,552
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
599,460
|
|
|
$
|
368,196
|
|
|
$
|
92,239
|
|
|
$
|
59,495
|
|
|
$
|
79,530
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
Report of Management on Internal Control Over Financial Reporting
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Financial Statements:
|
|
|
|
Consolidated Balance Sheets at February 28, 2019 and February 28, 2018
|
|
|
|
Consolidated Statements of Operations for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017
|
|
|
|
Consolidated Statements of Comprehensive Income for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017
|
|
|
|
Consolidated Statements of Stockholders' Equity for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017
|
|
|
|
Consolidated Statements of Cash Flows for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017
|
|
|
|
Notes to Consolidated Financial Statements
|
|
NOTE 1—Company and Merger Agreement
|
|
NOTE 2—Summary of Significant Accounting Policies
|
|
NOTE 3—Accounts Receivable
|
|
NOTE 4—Prepaid Expenses
|
|
NOTE 5—Property and Equipment
|
|
NOTE 6—Identifiable Intangible Assets
|
|
NOTE 7—Other Assets, Net
|
|
NOTE 8—Deferred Selling Costs
|
|
NOTE 9—Accounts Payable and Accrued Expenses
|
|
NOTE 10—Derivative Instruments
|
|
NOTE 11—Income Taxes
|
|
NOTE 12—Convertible Notes
|
|
NOTE 13—Other Long-Term Obligations
|
|
NOTE 14—Commitments and Contingencies
|
|
NOTE 15—Legal Proceedings
|
|
NOTE 16—Stockholders’ Equity
|
|
NOTE 17—Deferred Revenue and Performance Obligations
|
|
NOTE 18—Earnings Per Share
|
|
NOTE 19—Share-based Awards
|
|
NOTE 20—Employee Benefit Plans
|
|
NOTE 21—Assets and Liabilities Measured at Fair Value on a Recurring Basis
|
|
NOTE 22—Segment Reporting
|
|
NOTE 23—Business Combinations
|
|
NOTE 24—Unaudited Quarterly Results
|
|
February 28,
2019 |
|
February 28,
2018 (1) |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash, cash equivalents and restricted cash
|
$
|
1,883,096
|
|
|
$
|
1,724,132
|
|
Investments in debt and equity securities, short-term
|
293,361
|
|
|
318,358
|
|
||
Accounts receivable, net of allowances for doubtful accounts of $4,561 and $2,167, respectively
|
980,188
|
|
|
806,744
|
|
||
Prepaid expenses
|
282,507
|
|
|
267,197
|
|
||
Other current assets
|
24,504
|
|
|
25,666
|
|
||
Total current assets
|
3,463,656
|
|
|
3,142,097
|
|
||
Property and equipment, net of accumulated depreciation and amortization of $316,432 and $269,429, respectively
|
198,969
|
|
|
206,105
|
|
||
Goodwill
|
1,276,853
|
|
|
1,288,830
|
|
||
Identifiable intangibles, net
|
206,083
|
|
|
224,953
|
|
||
Investments in debt securities, long-term
|
248,512
|
|
|
430,442
|
|
||
Deferred tax assets, net
|
112,568
|
|
|
92,606
|
|
||
Other assets, net
|
81,648
|
|
|
89,460
|
|
||
Total assets
|
$
|
5,588,289
|
|
|
$
|
5,474,493
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable and accrued expenses
|
$
|
491,259
|
|
|
$
|
427,139
|
|
Deferred revenue, short-term
|
2,161,206
|
|
|
1,853,719
|
|
||
Other current obligations
|
282
|
|
|
843
|
|
||
Convertible notes
|
69,827
|
|
|
23,806
|
|
||
Total current liabilities
|
2,722,574
|
|
|
2,305,507
|
|
||
Deferred revenue, long-term
|
821,218
|
|
|
741,453
|
|
||
Convertible notes
|
231,540
|
|
|
744,194
|
|
||
Other long-term obligations
|
199,025
|
|
|
205,215
|
|
||
Commitments and contingencies (NOTES 14 and 15)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 per share par value, 5,000,000 shares authorized, none outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.0001 per share par value, 300,000,000 shares authorized, 244,402,737 and 238,688,708 shares issued, and 176,800,502 and 177,073,904 shares outstanding, respectively
|
24
|
|
|
24
|
|
||
Additional paid-in capital
|
2,791,895
|
|
|
2,416,080
|
|
||
Retained earnings
|
2,054,069
|
|
|
1,619,688
|
|
||
Treasury stock, at cost, 67,602,235 and 61,614,804 shares, respectively
|
(3,189,434
|
)
|
|
(2,525,072
|
)
|
||
Accumulated other comprehensive loss
|
(42,622
|
)
|
|
(32,596
|
)
|
||
Total stockholders’ equity
|
1,613,932
|
|
|
1,478,124
|
|
||
Total liabilities and stockholders’ equity
|
$
|
5,588,289
|
|
|
$
|
5,474,493
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606, Revenue from Contracts with Customers. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
Fiscal Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 (1) |
|
February 28,
2017 (1) |
||||||
Revenue:
|
|
|
|
|
|
||||||
Subscriptions
|
$
|
2,949,059
|
|
|
$
|
2,574,178
|
|
|
$
|
2,135,780
|
|
Training and services
|
413,010
|
|
|
346,283
|
|
|
276,023
|
|
|||
Total revenue
|
3,362,069
|
|
|
2,920,461
|
|
|
2,411,803
|
|
|||
Cost of revenue:
|
|
|
|
|
|
||||||
Subscriptions
|
213,843
|
|
|
185,339
|
|
|
158,977
|
|
|||
Training and services
|
284,408
|
|
|
246,458
|
|
|
195,401
|
|
|||
Total cost of revenue
|
498,251
|
|
|
431,797
|
|
|
354,378
|
|
|||
Gross profit
|
2,863,818
|
|
|
2,488,664
|
|
|
2,057,425
|
|
|||
Operating expense:
|
|
|
|
|
|
||||||
Sales and marketing
|
1,378,278
|
|
|
1,195,286
|
|
|
1,034,191
|
|
|||
Research and development
|
668,542
|
|
|
578,330
|
|
|
480,668
|
|
|||
General and administrative
|
304,766
|
|
|
239,316
|
|
|
208,491
|
|
|||
Total operating expense
|
2,351,586
|
|
|
2,012,932
|
|
|
1,723,350
|
|
|||
Income from operations
|
512,232
|
|
|
475,732
|
|
|
334,075
|
|
|||
Interest income
|
30,531
|
|
|
18,493
|
|
|
13,921
|
|
|||
Interest expense
|
19,838
|
|
|
24,569
|
|
|
23,822
|
|
|||
Other (expense) income, net
|
(4,870
|
)
|
|
8,335
|
|
|
(2,164
|
)
|
|||
Income before provision for income taxes
|
518,055
|
|
|
477,991
|
|
|
322,010
|
|
|||
Provision for income taxes
|
84,067
|
|
|
216,140
|
|
|
66,620
|
|
|||
Net income
|
$
|
433,988
|
|
|
$
|
261,851
|
|
|
$
|
255,390
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
2.46
|
|
|
$
|
1.48
|
|
|
$
|
1.42
|
|
Diluted
|
$
|
2.33
|
|
|
$
|
1.42
|
|
|
$
|
1.40
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
176,773
|
|
|
177,150
|
|
|
179,642
|
|
|||
Diluted
|
186,321
|
|
|
184,602
|
|
|
182,961
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
Fiscal Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 (1) |
|
February 28,
2017 (1) |
||||||
Net income
|
$
|
433,988
|
|
|
$
|
261,851
|
|
|
$
|
255,390
|
|
Other comprehensive (loss) income:
|
|
|
|
|
|
||||||
Change in foreign currency translation adjustment
|
(11,821
|
)
|
|
58,105
|
|
|
(14,008
|
)
|
|||
Available-for-sale securities:
|
|
|
|
|
|
||||||
Unrealized gain (loss) on available-for-sale securities during the period
|
2,500
|
|
|
(2,866
|
)
|
|
14
|
|
|||
Reclassification for gain realized on available-for-sale securities, reported in Other (expense) income, net
|
(125
|
)
|
|
(451
|
)
|
|
(21
|
)
|
|||
Tax (expense) benefit
|
(580
|
)
|
|
968
|
|
|
112
|
|
|||
Net change in available-for-sale securities (net of tax)
|
1,795
|
|
|
(2,349
|
)
|
|
105
|
|
|||
Total other comprehensive (loss) income
|
(10,026
|
)
|
|
55,756
|
|
|
(13,903
|
)
|
|||
Comprehensive income
|
$
|
423,962
|
|
|
$
|
317,607
|
|
|
$
|
241,487
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
Common Stock
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings (1)
|
|
Treasury
Stock
|
|
Accumulated Other Comprehensive Loss
|
|
Total
Stockholders’
Equity (1)
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||||||
Balance at February 29, 2016
|
234,896
|
|
|
$
|
23
|
|
|
$
|
2,162,264
|
|
|
$
|
1,102,897
|
|
|
$
|
(1,853,144
|
)
|
|
$
|
(74,449
|
)
|
|
$
|
1,337,591
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
255,390
|
|
|
—
|
|
|
—
|
|
|
255,390
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,903
|
)
|
|
(13,903
|
)
|
||||||
Vest and exercise of share-based awards
|
1,909
|
|
|
1
|
|
|
3,828
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,829
|
|
||||||
Common stock repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(458,661
|
)
|
|
—
|
|
|
(458,661
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
192,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192,530
|
|
||||||
Minimum tax withholdings paid by the Company on behalf of employees related to net settlement of employee share-based awards
|
—
|
|
|
—
|
|
|
(66,529
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,529
|
)
|
||||||
Cumulative-effect adjustment from adoption of ASU 2016-09
|
—
|
|
|
—
|
|
|
2,369
|
|
|
(450
|
)
|
|
—
|
|
|
—
|
|
|
1,919
|
|
||||||
Balance at February 28, 2017
|
236,805
|
|
|
$
|
24
|
|
|
$
|
2,294,462
|
|
|
$
|
1,357,837
|
|
|
$
|
(2,311,805
|
)
|
|
$
|
(88,352
|
)
|
|
$
|
1,252,166
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
261,851
|
|
|
—
|
|
|
—
|
|
|
261,851
|
|
||||||
Other comprehensive income, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,756
|
|
|
55,756
|
|
||||||
Vest and exercise of share-based awards
|
1,884
|
|
|
—
|
|
|
4,895
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,895
|
|
||||||
Common stock repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(237,002
|
)
|
|
—
|
|
|
(237,002
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
192,249
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192,249
|
|
||||||
Minimum tax withholdings paid by the Company on behalf of employees related to net settlement of employee share-based awards
|
—
|
|
|
—
|
|
|
(89,506
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(89,506
|
)
|
||||||
Re-issuance of treasury stock under employee stock purchase plan
|
—
|
|
|
—
|
|
|
18,983
|
|
|
—
|
|
|
23,749
|
|
|
—
|
|
|
42,732
|
|
||||||
Transactions related to convertible note conversions
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Other adjustments
|
—
|
|
|
—
|
|
|
(5,016
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,016
|
)
|
||||||
Balance at February 28, 2018
|
238,689
|
|
|
$
|
24
|
|
|
$
|
2,416,080
|
|
|
$
|
1,619,688
|
|
|
$
|
(2,525,072
|
)
|
|
$
|
(32,596
|
)
|
|
$
|
1,478,124
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
433,988
|
|
|
—
|
|
|
—
|
|
|
433,988
|
|
||||||
Other comprehensive loss, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,026
|
)
|
|
(10,026
|
)
|
||||||
Vest and exercise of share-based awards
|
1,970
|
|
|
—
|
|
|
2,075
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,075
|
|
||||||
Common stock repurchase
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(412,845
|
)
|
|
—
|
|
|
(412,845
|
)
|
||||||
Share-based compensation expense
|
—
|
|
|
—
|
|
|
209,096
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209,096
|
|
||||||
Minimum tax withholdings paid by the Company on behalf of employees related to net settlement of employee share-based awards
|
—
|
|
|
—
|
|
|
(131,895
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(131,895
|
)
|
||||||
Re-issuance of treasury stock under employee stock purchase plan
|
—
|
|
|
—
|
|
|
32,629
|
|
|
—
|
|
|
23,201
|
|
|
—
|
|
|
55,830
|
|
||||||
Convertible note conversions
|
3,744
|
|
|
—
|
|
|
(10,835
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,835
|
)
|
||||||
Exercises of convertible note hedges
|
—
|
|
|
—
|
|
|
274,745
|
|
|
—
|
|
|
(274,718
|
)
|
|
—
|
|
|
27
|
|
||||||
Cumulative-effect adjustment from adoption of ASU 2016-01
|
|
|
|
|
|
|
393
|
|
|
|
|
|
|
393
|
|
|||||||||||
Balance at February 28, 2019
|
244,403
|
|
|
$
|
24
|
|
|
$
|
2,791,895
|
|
|
$
|
2,054,069
|
|
|
$
|
(3,189,434
|
)
|
|
$
|
(42,622
|
)
|
|
$
|
1,613,932
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
Fiscal Years Ended
|
||||||||||
|
February 28,
2019 |
|
February 28,
2018 (1) |
|
February 28,
2017 (1) |
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
433,988
|
|
|
$
|
261,851
|
|
|
$
|
255,390
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
109,046
|
|
|
97,138
|
|
|
85,309
|
|
|||
Amortization of debt discount and transaction costs
|
18,765
|
|
|
22,401
|
|
|
21,691
|
|
|||
Repayments of convertible notes attributable to debt discount
|
(59,993
|
)
|
|
—
|
|
|
—
|
|
|||
Deferred income taxes
|
(18,693
|
)
|
|
(18,695
|
)
|
|
12,458
|
|
|||
Share-based compensation expense
|
209,096
|
|
|
192,249
|
|
|
192,530
|
|
|||
Net amortization of bond premium on debt securities available for sale
|
1,623
|
|
|
8,405
|
|
|
12,623
|
|
|||
Other
|
5,986
|
|
|
(11,500
|
)
|
|
946
|
|
|||
Changes in operating assets and liabilities, net of effects of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable
|
(188,980
|
)
|
|
(154,119
|
)
|
|
(119,102
|
)
|
|||
Other receivables
|
2,063
|
|
|
(4,019
|
)
|
|
(14,010
|
)
|
|||
Prepaid expenses
|
(16,449
|
)
|
|
(68,228
|
)
|
|
(78,617
|
)
|
|||
Accounts payable and accrued expenses
|
54,061
|
|
|
161,834
|
|
|
71,038
|
|
|||
Deferred revenue
|
463,782
|
|
|
432,182
|
|
|
348,534
|
|
|||
Other
|
(1,513
|
)
|
|
3,639
|
|
|
(5,073
|
)
|
|||
Net cash provided by operating activities
|
1,012,782
|
|
|
923,138
|
|
|
783,717
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchase of investment in debt securities available for sale
|
(217,951
|
)
|
|
(299,789
|
)
|
|
(500,849
|
)
|
|||
Proceeds from maturities of investment in debt securities available for sale
|
402,844
|
|
|
426,074
|
|
|
457,710
|
|
|||
Proceeds from sales of investment in debt securities available for sale
|
8,491
|
|
|
199,614
|
|
|
43,273
|
|
|||
Proceeds from sales of strategic equity investments
|
1,300
|
|
|
14,204
|
|
|
—
|
|
|||
Acquisition of businesses, net of cash acquired
|
(11,550
|
)
|
|
(315,081
|
)
|
|
(28,667
|
)
|
|||
Purchase of developed software and other intangible assets
|
(10,543
|
)
|
|
(16,720
|
)
|
|
(11,774
|
)
|
|||
Purchase of property and equipment
|
(61,266
|
)
|
|
(84,967
|
)
|
|
(69,123
|
)
|
|||
Other
|
(1,365
|
)
|
|
(189
|
)
|
|
(703
|
)
|
|||
Net cash provided by (used in) investing activities
|
109,960
|
|
|
(76,854
|
)
|
|
(110,133
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from exercise of common stock options
|
2,075
|
|
|
4,895
|
|
|
3,829
|
|
|||
Proceeds from employee stock purchase program
|
62,062
|
|
|
50,097
|
|
|
18,852
|
|
|||
Payments related to net settlement of share-based compensation awards
|
(131,895
|
)
|
|
(89,506
|
)
|
|
(66,529
|
)
|
|||
Purchase of treasury stock
|
(412,845
|
)
|
|
(237,002
|
)
|
|
(458,661
|
)
|
|||
Payments on other borrowings
|
(913
|
)
|
|
(1,547
|
)
|
|
(1,684
|
)
|
|||
Repayments of convertible notes attributable to principal
|
(438,410
|
)
|
|
(36
|
)
|
|
—
|
|
|||
Net cash used in financing activities
|
(919,926
|
)
|
|
(273,099
|
)
|
|
(504,193
|
)
|
|||
Effect of foreign currency exchange rates on cash, cash equivalents and restricted cash
|
(43,852
|
)
|
|
60,139
|
|
|
(6,361
|
)
|
|||
Net increase in cash, cash equivalents and restricted cash
|
158,964
|
|
|
633,324
|
|
|
163,030
|
|
|||
Cash, cash equivalents and restricted cash at beginning of year
|
1,724,132
|
|
|
1,090,808
|
|
|
927,778
|
|
|||
Cash, cash equivalents and restricted cash at end of year
|
$
|
1,883,096
|
|
|
$
|
1,724,132
|
|
|
$
|
1,090,808
|
|
Supplemental cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
1,656
|
|
|
$
|
2,062
|
|
|
$
|
2,080
|
|
Cash paid for income taxes
|
$
|
103,158
|
|
|
$
|
110,865
|
|
|
$
|
56,655
|
|
Restricted cash included in cash, cash equivalents and restricted cash
|
$
|
—
|
|
|
$
|
4,236
|
|
|
$
|
3,116
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Fixed assets acquired under capital leases
|
$
|
60
|
|
|
$
|
332
|
|
|
$
|
1,652
|
|
Accrued fixed and intangible asset purchases
|
$
|
11,917
|
|
|
$
|
8,027
|
|
|
$
|
16,069
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
February 28, 2018
|
||||||||||
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||
Prepaid expenses
|
$
|
260,092
|
|
|
$
|
7,105
|
|
|
$
|
267,197
|
|
Deferred tax assets, net
|
$
|
93,300
|
|
|
$
|
(694
|
)
|
|
$
|
92,606
|
|
Other assets, net
|
$
|
87,924
|
|
|
$
|
1,536
|
|
|
$
|
89,460
|
|
Accounts payable and accrued expenses
|
$
|
427,086
|
|
|
$
|
53
|
|
|
$
|
427,139
|
|
Retained earnings
|
$
|
1,611,794
|
|
|
$
|
7,894
|
|
|
$
|
1,619,688
|
|
|
Fiscal Years Ended
|
||||||||||||||||||||
|
February 28, 2018
|
|
February 28, 2017
|
||||||||||||||||||
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
|
As Reported
|
|
Adjustments
|
|
As Adjusted
|
||||||||||
Operating expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and marketing
|
$
|
1,198,576
|
|
|
$
|
(3,290
|
)
|
|
$
|
1,195,286
|
|
|
1,036,021
|
|
|
(1,830
|
)
|
|
$
|
1,034,191
|
|
Net income
|
$
|
258,803
|
|
|
$
|
3,048
|
|
|
$
|
261,851
|
|
|
253,703
|
|
|
1,687
|
|
|
$
|
255,390
|
|
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
1.46
|
|
|
$
|
0.02
|
|
|
$
|
1.48
|
|
|
1.41
|
|
|
0.01
|
|
|
$
|
1.42
|
|
Diluted
|
$
|
1.40
|
|
|
$
|
0.02
|
|
|
$
|
1.42
|
|
|
1.39
|
|
|
0.01
|
|
|
$
|
1.40
|
|
Fiscal year ended
|
|
Balance at
beginning
of period
|
|
(Recovery of) charged to
expense
|
|
Adjustments (1)
|
|
Balance at
end of
period
|
||||||
February 28, 2017
|
|
$
|
2,798
|
|
|
(140
|
)
|
|
133
|
|
|
$
|
2,791
|
|
February 28, 2018
|
|
$
|
2,791
|
|
|
172
|
|
|
(796
|
)
|
|
$
|
2,167
|
|
February 28, 2019
|
|
$
|
2,167
|
|
|
3,247
|
|
|
(853
|
)
|
|
$
|
4,561
|
|
(1)
|
Represents foreign currency translation adjustments and amounts written-off as uncollectible accounts receivable.
|
|
February 28, 2019
|
|
February 28,
2018 (1) |
||||
Deferred commissions
|
$
|
201,971
|
|
|
$
|
188,944
|
|
Professional services
|
30,359
|
|
|
32,309
|
|
||
Taxes
|
12,296
|
|
|
15,969
|
|
||
Insurance
|
4,286
|
|
|
3,910
|
|
||
Other
|
33,595
|
|
|
26,065
|
|
||
Total prepaid expenses
|
$
|
282,507
|
|
|
$
|
267,197
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
Estimated Useful Life
(Years) |
|
February 28, 2019
|
|
February 28, 2018
|
||||
Computer and other equipment
|
3-5
|
|
$
|
196,618
|
|
|
$
|
171,745
|
|
Software, including software developed for internal use
|
5
|
|
98,579
|
|
|
94,123
|
|
||
Furniture and fixtures
|
7
|
|
41,197
|
|
|
39,934
|
|
||
Leasehold improvements
|
up to 15
|
|
174,566
|
|
|
167,623
|
|
||
Property and equipment—in progress
|
—
|
|
4,441
|
|
|
2,109
|
|
||
Property and equipment
|
|
|
515,401
|
|
|
475,534
|
|
||
Less: accumulated depreciation
|
|
|
(316,432
|
)
|
|
(269,429
|
)
|
||
Property and equipment, net
|
|
|
$
|
198,969
|
|
|
$
|
206,105
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Total depreciation expense
|
$
|
67,897
|
|
|
$
|
64,317
|
|
|
$
|
54,077
|
|
|
February 28, 2019
|
|
February 28, 2018
|
||||||||||||||||||||
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
|
Gross
Amount |
|
Accumulated
Amortization |
|
Net
Amount |
||||||||||||
Trademarks, copyrights and patents
|
$
|
176,704
|
|
|
$
|
(82,967
|
)
|
|
$
|
93,737
|
|
|
$
|
167,005
|
|
|
$
|
(70,749
|
)
|
|
$
|
96,256
|
|
Purchased technologies
|
219,196
|
|
|
(113,617
|
)
|
|
105,579
|
|
|
208,096
|
|
|
(93,748
|
)
|
|
114,348
|
|
||||||
Customer and reseller relationships
|
105,737
|
|
|
(100,947
|
)
|
|
4,790
|
|
|
106,076
|
|
|
(95,558
|
)
|
|
10,518
|
|
||||||
Covenants not to compete
|
15,787
|
|
|
(14,728
|
)
|
|
1,059
|
|
|
15,861
|
|
|
(14,324
|
)
|
|
1,537
|
|
||||||
Other intangible assets
|
8,833
|
|
|
(7,915
|
)
|
|
918
|
|
|
8,833
|
|
|
(6,539
|
)
|
|
2,294
|
|
||||||
Total identifiable intangible assets
|
$
|
526,257
|
|
|
$
|
(320,174
|
)
|
|
$
|
206,083
|
|
|
$
|
505,871
|
|
|
$
|
(280,918
|
)
|
|
$
|
224,953
|
|
Balance at February 28, 2018
|
$
|
224,953
|
|
Purchase of identifiable intangible assets from Noobaa, primarily developed technologies
|
9,250
|
|
|
Purchase of developed software and other intangible assets
|
10,484
|
|
|
Amortization expense
|
(41,149
|
)
|
|
Impact of foreign currency fluctuations and other adjustments
|
2,545
|
|
|
Balance at February 28, 2019
|
$
|
206,083
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Cost of revenue
|
$
|
25,872
|
|
|
$
|
18,082
|
|
|
$
|
16,938
|
|
Sales and marketing
|
5,549
|
|
|
6,195
|
|
|
7,078
|
|
|||
Research and development
|
138
|
|
|
138
|
|
|
138
|
|
|||
General and administrative
|
9,590
|
|
|
8,407
|
|
|
7,078
|
|
|||
Total amortization expense
|
$
|
41,149
|
|
|
$
|
32,822
|
|
|
$
|
31,232
|
|
Fiscal Year
|
Amortization Expense of Intangible Assets
|
||
2020
|
$
|
39,320
|
|
2021
|
32,386
|
|
|
2022
|
28,300
|
|
|
2023
|
28,234
|
|
|
2024
|
26,323
|
|
|
Thereafter
|
40,114
|
|
|
Total amortization expense
|
$
|
194,677
|
|
|
February 28, 2019
|
|
February 28,
2018 (1) |
||||
Deferred commissions, non-current
|
$
|
47,849
|
|
|
$
|
48,653
|
|
Cost-basis investments
|
11,856
|
|
|
12,099
|
|
||
Prepaid expenses, non-current
|
11,330
|
|
|
18,429
|
|
||
Security deposits and other
|
10,613
|
|
|
10,279
|
|
||
Other assets, net
|
$
|
81,648
|
|
|
$
|
89,460
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
February 28, 2019
|
|
February 28, 2018 (1)
|
||||
Deferred commissions, current
|
$
|
201,971
|
|
|
$
|
188,944
|
|
Deferred commissions, non-current
|
47,849
|
|
|
48,653
|
|
||
Total deferred commissions
|
$
|
249,820
|
|
|
$
|
237,597
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
February 28, 2019
|
|
February 28,
2018 (1) |
||||
Accounts payable
|
$
|
74,530
|
|
|
$
|
56,419
|
|
Accrued wages and other compensation-related expenses
|
276,864
|
|
|
240,898
|
|
||
Accrued other trade payables
|
81,433
|
|
|
70,479
|
|
||
Accrued income and other taxes payable
|
57,337
|
|
|
58,511
|
|
||
Accrued other
|
1,095
|
|
|
832
|
|
||
Total accounts payable and accrued expenses
|
$
|
491,259
|
|
|
$
|
427,139
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
|
|
|
|
|
|
Fiscal Year Ended February 28, 2018
|
||||||||
|
February 28, 2018
|
|
Classification of Gain
(Loss) Recognized
in Income on
Derivatives
|
|
Amount of Gain
(Loss) Recognized
in Income on
Derivatives
|
||||||||||
|
Balance Sheet Classification
|
|
Fair
Value
|
|
Notional
Value
|
|
|||||||||
Assets—foreign currency forward contracts not designated as hedges
|
Other current assets
|
|
$
|
298
|
|
|
$
|
29,043
|
|
|
Other (expense) income, net
|
|
$
|
2,658
|
|
Liabilities—foreign currency forward contracts not designated as hedges
|
Accounts payable and accrued expenses
|
|
(312
|
)
|
|
33,265
|
|
|
Other (expense) income, net
|
|
(2,360
|
)
|
|||
Total
|
|
|
$
|
(14
|
)
|
|
$
|
62,308
|
|
|
|
|
$
|
298
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28,
2018 (1) |
|
February 28,
2017 (1) |
||||||
U.S.
|
$
|
296,836
|
|
|
$
|
277,020
|
|
|
$
|
187,707
|
|
Foreign
|
221,219
|
|
|
200,971
|
|
|
134,303
|
|
|||
Income before provision for income taxes
|
$
|
518,055
|
|
|
$
|
477,991
|
|
|
$
|
322,010
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28,
2018 (1) |
|
February 28,
2017 (1) |
||||||
Current:
|
|
|
|
|
|
||||||
Foreign
|
$
|
61,143
|
|
|
$
|
51,756
|
|
|
$
|
35,803
|
|
Federal
|
33,011
|
|
|
147,426
|
|
|
16,857
|
|
|||
State
|
12,180
|
|
|
8,376
|
|
|
1,502
|
|
|||
Current tax expense
|
106,334
|
|
|
207,558
|
|
|
54,162
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Foreign
|
(10,737
|
)
|
|
(3,783
|
)
|
|
(4,854
|
)
|
|||
Federal
|
(7,957
|
)
|
|
13,931
|
|
|
17,843
|
|
|||
State
|
(3,573
|
)
|
|
(1,566
|
)
|
|
(531
|
)
|
|||
Deferred tax (benefit) expense
|
(22,267
|
)
|
|
8,582
|
|
|
12,458
|
|
|||
Provision for income taxes
|
$
|
84,067
|
|
|
$
|
216,140
|
|
|
$
|
66,620
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
Fiscal Years Ended
|
|||||||||||||||||||
|
February 28, 2019
|
|
February 28, 2018 (1)
|
|
February 28, 2017 (1)
|
|||||||||||||||
Provision at federal statutory rate
|
$
|
108,791
|
|
|
21.0
|
%
|
|
$
|
156,145
|
|
|
32.7
|
%
|
|
$
|
112,706
|
|
|
35.0
|
%
|
State tax, net of federal tax benefit (2)
|
6,962
|
|
|
1.3
|
%
|
|
4,020
|
|
|
0.8
|
%
|
|
520
|
|
|
0.2
|
%
|
|||
Foreign rate differential
|
24,781
|
|
|
4.8
|
%
|
|
(1,375
|
)
|
|
(0.3
|
)%
|
|
(11,795
|
)
|
|
(3.7
|
)%
|
|||
Share-based compensation (3)
|
(13,642
|
)
|
|
(2.6
|
)%
|
|
(22,218
|
)
|
|
(4.6
|
)%
|
|
(12,749
|
)
|
|
(3.9
|
)%
|
|||
Research tax credit
|
(17,609
|
)
|
|
(3.4
|
)%
|
|
(12,742
|
)
|
|
(2.7
|
)%
|
|
(9,532
|
)
|
|
(3.0
|
)%
|
|||
Foreign tax credit
|
(23,021
|
)
|
|
(4.4
|
)%
|
|
(16,550
|
)
|
|
(3.5
|
)%
|
|
(8,930
|
)
|
|
(2.8
|
)%
|
|||
Domestic production activities deduction
|
—
|
|
|
—
|
%
|
|
(11,598
|
)
|
|
(2.4
|
)%
|
|
(4,601
|
)
|
|
(1.4
|
)%
|
|||
Acquisition related costs
|
7,111
|
|
|
1.4
|
%
|
|
427
|
|
|
0.1
|
%
|
|
1,500
|
|
|
0.5
|
%
|
|||
Global intangible low-taxed income
|
7,050
|
|
|
1.4
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Foreign-derived intangible income
|
(29,397
|
)
|
|
(5.8
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Deferred tax asset adjustments (4)
|
8,811
|
|
|
1.7
|
%
|
|
21,795
|
|
|
4.6
|
%
|
|
—
|
|
|
—
|
%
|
|||
Transition tax on foreign earnings (4)
|
—
|
|
|
—
|
%
|
|
96,375
|
|
|
20.1
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other (5)
|
4,230
|
|
|
0.8
|
%
|
|
1,861
|
|
|
0.4
|
%
|
|
(499
|
)
|
|
(0.2
|
)%
|
|||
Provision for income taxes
|
$
|
84,067
|
|
|
16.2
|
%
|
|
$
|
216,140
|
|
|
45.2
|
%
|
|
$
|
66,620
|
|
|
20.7
|
%
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
(2)
|
State tax, net of federal tax benefit in the fiscal year ended February 28, 2019 includes $2.4 million of one-time charges resulting from the enactment of the Tax Act.
|
(3)
|
Share-based compensation for the fiscal year ended February 28, 2019 includes $6.4 million of one-time charges resulting from the enactment of the Tax Act.
|
(4)
|
Deferred tax asset adjustments are a result of the Tax Act’s reduction in the U.S. corporate tax rate from 35% to 21% and the write-off of deferred tax assets associated with the non-deductibility of certain share-based compensation. Transition tax on foreign earnings is a mandatory one-time charge imposed by the Tax Act on accumulated earnings of foreign subsidiaries.
|
(5)
|
Other for the fiscal years ended February 28, 2019 and February 28, 2018 includes $0.4 million and $4.5 million, respectively, of withholding tax and other one-time charges resulting from the enactment of the Tax Act.
|
|
February 28, 2019
|
|
February 28,
2018 (1) |
||||
Deferred tax assets:
|
|
|
|
||||
Foreign net operating loss carryforwards
|
$
|
7,276
|
|
|
$
|
6,031
|
|
Domestic net operating loss carryforwards
|
7,737
|
|
|
14,736
|
|
||
Domestic credit carryforwards
|
21,464
|
|
|
14,963
|
|
||
Foreign credit carryforwards
|
4,873
|
|
|
4,522
|
|
||
Share-based compensation
|
24,526
|
|
|
32,086
|
|
||
Deferred revenue
|
97,128
|
|
|
83,427
|
|
||
Other
|
19,959
|
|
|
14,614
|
|
||
Total deferred tax assets
|
182,963
|
|
|
170,379
|
|
||
Valuation allowance for deferred tax assets
|
(3,342
|
)
|
|
(4,228
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
179,621
|
|
|
166,151
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Goodwill
|
9,609
|
|
|
8,158
|
|
||
Property and equipment
|
10,744
|
|
|
15,811
|
|
||
Identifiable intangible assets
|
32,501
|
|
|
29,339
|
|
||
Compensation accruals
|
14,653
|
|
|
21,008
|
|
||
Other
|
2,262
|
|
|
4,204
|
|
||
Total deferred tax liabilities
|
69,769
|
|
|
78,520
|
|
||
Net deferred tax asset (2)
|
$
|
109,852
|
|
|
$
|
87,631
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
(2)
|
Net deferred tax asset is reported in the Company’s Consolidated Balance Sheets as of February 28, 2019 and February 28, 2018 as Deferred tax assets, net of $112.6 million and $92.6 million, respectively, and deferred tax liabilities included in Other long-term obligations of $2.7 million and $5.0 million, respectively.
|
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Balance at beginning of year
|
$
|
90,801
|
|
|
$
|
76,902
|
|
|
$
|
74,886
|
|
Additions based on tax positions related to prior years
|
7,728
|
|
|
11,951
|
|
|
2,142
|
|
|||
Additions based on tax positions related to the current year
|
7,465
|
|
|
7,628
|
|
|
4,893
|
|
|||
Additions (reductions) related to changes in facts and circumstances
|
55
|
|
|
(2,458
|
)
|
|
(2,271
|
)
|
|||
Reductions related to lapse of the statute of limitations
|
(45
|
)
|
|
(2,575
|
)
|
|
(2,748
|
)
|
|||
Reductions related to settlements with tax authorities
|
(5,467
|
)
|
|
(647
|
)
|
|
—
|
|
|||
Balance at end of year
|
$
|
100,537
|
|
|
$
|
90,801
|
|
|
$
|
76,902
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Coupon rate 0.25% per year, payable semiannually
|
$
|
1,041
|
|
|
$
|
2,012
|
|
|
$
|
2,012
|
|
Amortization of convertible note issuance costs — liability component
|
4,100
|
|
|
2,747
|
|
|
2,587
|
|
|||
Accretion of debt discount
|
14,665
|
|
|
19,654
|
|
|
19,104
|
|
|||
Total interest expense related to convertible notes
|
$
|
19,806
|
|
|
$
|
24,413
|
|
|
$
|
23,703
|
|
|
February 28, 2019
|
||||||
|
Fair Value
|
|
Carrying Value
|
||||
Convertible notes
|
$
|
301,803
|
|
|
$
|
301,367
|
|
|
February 28, 2019
|
|
February 28, 2018
|
||||
Accrued income taxes
|
$
|
179,858
|
|
|
$
|
183,253
|
|
Deferred rent credits
|
13,846
|
|
|
14,427
|
|
||
Net deferred tax liability, non-current
|
2,715
|
|
|
4,976
|
|
||
Other
|
2,606
|
|
|
2,559
|
|
||
Total other long-term obligations
|
$
|
199,025
|
|
|
$
|
205,215
|
|
Fiscal Year
|
|
Operating
Leases
|
||
2020
|
|
$
|
60,722
|
|
2021
|
|
51,060
|
|
|
2022
|
|
41,173
|
|
|
2023
|
|
32,016
|
|
|
2024
|
|
27,479
|
|
|
Thereafter
|
|
79,530
|
|
|
Total minimum lease payments
|
|
$
|
291,980
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Total operating lease expense
|
$
|
56,335
|
|
|
$
|
51,099
|
|
|
$
|
44,228
|
|
|
February 28, 2019
|
|
February 28, 2018
|
||||
Accumulated loss from foreign currency translation adjustment
|
$
|
(41,500
|
)
|
|
$
|
(29,679
|
)
|
Accumulated unrealized loss, net of tax, on available-for-sale securities
|
(1,122
|
)
|
|
(2,917
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(42,622
|
)
|
|
$
|
(32,596
|
)
|
|
|
February 28, 2018
|
|
Revenue recognized from opening balance
|
|
Deferred revenue, net (1)
|
|
February 28, 2019
|
||||||||
Deferred revenue, short-term
|
|
$
|
1,853,719
|
|
|
$
|
(1,800,132
|
)
|
|
$
|
2,107,619
|
|
|
$
|
2,161,206
|
|
Deferred revenue, long-term
|
|
741,453
|
|
|
—
|
|
|
79,765
|
|
|
821,218
|
|
||||
Total deferred revenue
|
|
$
|
2,595,172
|
|
|
$
|
(1,800,132
|
)
|
|
$
|
2,187,384
|
|
|
$
|
2,982,424
|
|
(1)
|
Includes revenue recognized from current period customer contracts and the impact from foreign currency exchange rate fluctuations.
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018 (1)
|
|
February 28, 2017 (1)
|
||||||
Net income available to common stockholders
|
$
|
433,988
|
|
|
$
|
261,851
|
|
|
$
|
255,390
|
|
Weighted average common shares outstanding
|
176,773
|
|
|
177,150
|
|
|
179,642
|
|
|||
Incremental shares attributable to assumed vesting or exercise of outstanding equity award shares
|
3,408
|
|
|
3,456
|
|
|
3,027
|
|
|||
Dilutive effect of convertible notes
|
2,234
|
|
|
3,445
|
|
|
292
|
|
|||
Dilutive effect of warrants
|
3,906
|
|
|
551
|
|
|
—
|
|
|||
Diluted shares
|
186,321
|
|
|
184,602
|
|
|
182,961
|
|
|||
Diluted net income per share
|
$
|
2.33
|
|
|
$
|
1.42
|
|
|
$
|
1.40
|
|
(1)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
Fiscal Years Ended
|
|||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
|||
Number of shares considered anti-dilutive for calculating diluted EPS
|
4,314
|
|
|
269
|
|
|
77
|
|
|
Awards Granted in Fiscal Years Ended
|
|||||||||||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
|||||||||||||||
|
Shares and
Share Units
Underlying
Awards
|
|
Weighted
Average
Per Share
Award
Fair Value
|
|
Shares and
Share Units
Underlying
Awards
|
|
Weighted
Average
Per Share
Award
Fair Value
|
|
Shares and
Share Units
Underlying
Awards
|
|
Weighted
Average
Per Share
Award
Fair Value
|
|||||||||
Service-based shares and share units (1)
|
1,720,698
|
|
|
$
|
142.79
|
|
|
1,792,655
|
|
|
$
|
102.33
|
|
|
2,212,006
|
|
|
$
|
75.62
|
|
Performance share units—Maximum
|
346,028
|
|
|
$
|
163.56
|
|
|
523,520
|
|
|
$
|
87.99
|
|
|
725,004
|
|
|
$
|
76.68
|
|
Total share-based awards
|
2,066,726
|
|
|
$
|
146.27
|
|
|
2,316,175
|
|
|
$
|
99.09
|
|
|
2,937,010
|
|
|
$
|
75.88
|
|
(1)
|
Certain executives were granted restricted stock awards totaling 64,219 shares, 104,362 shares and 140,182 shares for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017, respectively, that were awarded subject to both a service condition of four years and the achievement of a specified dollar amount of revenue for the fiscal year in the year of grant (the “RSA performance goal”). The RSA performance goal for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017 were met. Therefore, only the service condition remains with 25% vesting on or about July 16 following the year of grant and the remainder vesting ratably on a quarterly basis over the course of the subsequent period of three years, provided that the grantee’s business relationship with the Company has not ceased.
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Cost of revenue
|
$
|
19,811
|
|
|
$
|
16,862
|
|
|
$
|
16,553
|
|
Sales and marketing
|
91,116
|
|
|
87,158
|
|
|
93,378
|
|
|||
Research and development
|
64,886
|
|
|
57,008
|
|
|
52,424
|
|
|||
General and administrative
|
33,283
|
|
|
31,221
|
|
|
30,175
|
|
|||
Total share-based compensation expense (1)
|
$
|
209,096
|
|
|
$
|
192,249
|
|
|
$
|
192,530
|
|
(1)
|
Total share-based compensation expense for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017 included $18.0 million, $12.7 million and $5.0 million, respectively, of expense related to the Company’s employee stock purchase plan (“ESPP”). See NOTE 20—Employee Benefit Plans for information regarding the ESPP.
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Share-based compensation expense—stock options
|
$
|
627
|
|
|
$
|
2,302
|
|
|
$
|
4,813
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Total intrinsic value of stock options exercised
|
$
|
5,961
|
|
|
$
|
7,849
|
|
|
$
|
7,928
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Share-based compensation expense—service-based awards
|
$
|
155,450
|
|
|
$
|
139,721
|
|
|
$
|
147,843
|
|
|
Nonvested
Shares and Share Units |
|
Weighted Average
Per Share Grant Date Fair Value |
|||
Service-based share awards at February 29, 2016
|
6,174,874
|
|
|
$
|
60.05
|
|
Granted
|
2,212,006
|
|
|
75.62
|
|
|
Vested
|
(2,409,518
|
)
|
|
57.42
|
|
|
Forfeited
|
(313,162
|
)
|
|
64.36
|
|
|
Service-based share awards at February 28, 2017
|
5,664,200
|
|
|
$
|
67.01
|
|
Granted
|
1,792,655
|
|
|
102.33
|
|
|
Vested
|
(2,345,193
|
)
|
|
61.93
|
|
|
Forfeited
|
(322,677
|
)
|
|
75.36
|
|
|
Service-based share awards at February 28, 2018
|
4,788,985
|
|
|
$
|
82.16
|
|
Granted
|
1,720,698
|
|
|
142.79
|
|
|
Vested
|
(1,947,014
|
)
|
|
74.67
|
|
|
Forfeited
|
(364,751
|
)
|
|
103.40
|
|
|
Service-based share awards at February 28, 2019
|
4,197,918
|
|
|
$
|
108.64
|
|
|
Number of
Shares and Share Units |
|
Weighted Average
Remaining Vesting Period |
|
Intrinsic Value at February 28, 2019 (in thousands)
|
|||
Outstanding
|
4,197,918
|
|
|
2.8 years
|
|
$
|
766,540
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Total intrinsic value of service-based awards vesting
|
$
|
282,008
|
|
|
$
|
244,035
|
|
|
$
|
181,691
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Share-based compensation expense—performance-based awards
|
$
|
35,030
|
|
|
$
|
37,480
|
|
|
$
|
34,865
|
|
|
Maximum (1)
|
|||||
|
Shares
Underlying Performance Share Units |
|
Weighted Average
Per Share Grant Date Fair Value |
|||
Outstanding at February 29, 2016
|
2,049,511
|
|
|
$
|
58.76
|
|
Granted
|
725,004
|
|
|
76.68
|
|
|
Vested
|
(492,518
|
)
|
|
48.94
|
|
|
Forfeited
|
(346,102
|
)
|
|
62.68
|
|
|
Outstanding at February 28, 2017
|
1,935,895
|
|
|
$
|
67.27
|
|
Granted
|
523,520
|
|
|
87.99
|
|
|
Vested
|
(559,466
|
)
|
|
57.96
|
|
|
Forfeited
|
(247,346
|
)
|
|
53.85
|
|
|
Outstanding at February 28, 2018
|
1,652,603
|
|
|
$
|
78.99
|
|
Granted
|
346,028
|
|
|
163.56
|
|
|
Vested
|
(663,656
|
)
|
|
73.67
|
|
|
Forfeited
|
(30,138
|
)
|
|
76.70
|
|
|
Outstanding at February 28, 2019
|
1,304,837
|
|
|
$
|
104.18
|
|
(1)
|
Vested and forfeited amounts represent the actual number of shares vesting and forfeited during the year. Outstanding amounts represent the remaining maximum potential shares available to vest as of the period ended.
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Total intrinsic value of performance-based awards vesting
|
$
|
105,430
|
|
|
$
|
48,884
|
|
|
$
|
36,768
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Total contributions to employee benefit plans
|
$
|
43,263
|
|
|
$
|
39,744
|
|
|
$
|
32,839
|
|
|
February 28, 2019
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money markets (1)
|
$
|
398,056
|
|
|
$
|
398,056
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits (1)
|
56,883
|
|
|
—
|
|
|
56,883
|
|
|
—
|
|
||||
Available-for-sale securities (1):
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
541,753
|
|
|
—
|
|
|
541,753
|
|
|
—
|
|
||||
U.S. agency securities
|
222,298
|
|
|
—
|
|
|
222,298
|
|
|
—
|
|
||||
Corporate securities
|
262,692
|
|
|
—
|
|
|
262,692
|
|
|
—
|
|
||||
Foreign currency derivatives (2)
|
24
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivatives (3)
|
(245
|
)
|
|
—
|
|
|
(245
|
)
|
|
—
|
|
||||
Total
|
$
|
1,481,461
|
|
|
$
|
398,056
|
|
|
$
|
1,083,405
|
|
|
$
|
—
|
|
(1)
|
Included in Cash, cash equivalents and restricted cash, Investments in debt and equity securities, short-term or Investments in debt securities, long-term in the Company’s Consolidated Balance Sheet at February 28, 2019 in addition to $943.3 million of cash.
|
(2)
|
Included in Other current assets in the Company’s Consolidated Balance Sheet at February 28, 2019.
|
(3)
|
Included in Accounts payable and accrued expenses in the Company’s Consolidated Balance Sheet at February 28, 2019.
|
|
February 28, 2018
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Money markets (1)
|
$
|
334,665
|
|
|
$
|
334,665
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits (1)
|
61,125
|
|
|
—
|
|
|
61,125
|
|
|
—
|
|
||||
Available-for-sale securities (1):
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
615,043
|
|
|
—
|
|
|
615,043
|
|
|
—
|
|
||||
U.S. agency securities
|
308,267
|
|
|
—
|
|
|
308,267
|
|
|
—
|
|
||||
Corporate securities
|
381,514
|
|
|
—
|
|
|
381,514
|
|
|
—
|
|
||||
Equity securities
|
1,166
|
|
|
1,166
|
|
|
—
|
|
|
—
|
|
||||
Foreign currency derivatives (2)
|
298
|
|
|
—
|
|
|
298
|
|
|
—
|
|
||||
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivatives (3)
|
(312
|
)
|
|
—
|
|
|
(312
|
)
|
|
—
|
|
||||
Total
|
$
|
1,701,766
|
|
|
$
|
335,831
|
|
|
$
|
1,365,935
|
|
|
$
|
—
|
|
(1)
|
Included in Cash, cash equivalents and restricted cash, Investments in debt and equity securities, short-term or Investments in debt securities, long-term in the Company’s Consolidated Balance Sheet at February 28, 2018, in addition to $771.2 million of cash.
|
(2)
|
Included in Other current assets in the Company’s Consolidated Balance Sheet at February 28, 2018.
|
(3)
|
Included in Accounts payable and accrued expenses in the Company’s Consolidated Balance Sheet at February 28, 2018.
|
|
Amortized
Cost
|
|
Gross Unrealized
|
|
Aggregate
Fair Value
|
|
Balance Sheet Classification
|
||||||||||||||||||||
|
Cash
Equivalent
Marketable
Securities
|
|
Investments in debt and equity securities, short-term
|
|
Investments in debt securities, long-term
|
||||||||||||||||||||||
|
Gains
|
|
Losses (1)
|
|
|
||||||||||||||||||||||
Money markets
|
$
|
398,056
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
398,056
|
|
|
$
|
398,056
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits
|
56,883
|
|
|
—
|
|
|
—
|
|
|
56,883
|
|
|
—
|
|
|
56,883
|
|
|
—
|
|
|||||||
Commercial paper
|
541,753
|
|
|
—
|
|
|
—
|
|
|
541,753
|
|
|
541,753
|
|
|
—
|
|
|
—
|
|
|||||||
U.S. agency securities
|
224,293
|
|
|
—
|
|
|
(1,995
|
)
|
|
222,298
|
|
|
—
|
|
|
75,037
|
|
|
147,261
|
|
|||||||
Corporate securities
|
263,059
|
|
|
299
|
|
|
(666
|
)
|
|
262,692
|
|
|
—
|
|
|
161,441
|
|
|
101,251
|
|
|||||||
Total
|
$
|
1,484,044
|
|
|
$
|
299
|
|
|
$
|
(2,661
|
)
|
|
$
|
1,481,682
|
|
|
$
|
939,809
|
|
|
$
|
293,361
|
|
|
$
|
248,512
|
|
(1)
|
As of February 28, 2019, there were $2.6 million of accumulated unrealized losses related to investments that have been in a continuous unrealized loss position for 12 months or longer. The aggregate related fair value of investments with unrealized losses was $387.8 million.
|
|
February 28, 2019
|
|
Less than
1 Year |
|
1-5 Years
|
|
More than
5 Years |
||||||||
Maturity of available-for-sale debt securities
|
$
|
484,990
|
|
|
$
|
236,478
|
|
|
$
|
248,512
|
|
|
$
|
—
|
|
|
Amortized
Cost
|
|
Gross Unrealized
|
|
Aggregate
Fair Value
|
|
Balance Sheet Classification
|
||||||||||||||||||||
|
Cash
Equivalent
Marketable
Securities
|
|
Investments in debt and equity securities, short-term
|
|
Investments in debt securities, long-term
|
||||||||||||||||||||||
|
Gains
|
|
Losses (1)
|
|
|
||||||||||||||||||||||
Money markets
|
$
|
334,665
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
334,665
|
|
|
$
|
334,665
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest-bearing deposits
|
61,125
|
|
|
—
|
|
|
—
|
|
|
61,125
|
|
|
—
|
|
|
61,125
|
|
|
—
|
|
|||||||
Commercial paper
|
615,043
|
|
|
—
|
|
|
—
|
|
|
615,043
|
|
|
615,043
|
|
|
—
|
|
|
—
|
|
|||||||
U.S. agency securities
|
312,537
|
|
|
—
|
|
|
(4,270
|
)
|
|
308,267
|
|
|
—
|
|
|
93,175
|
|
|
215,092
|
|
|||||||
Corporate securities
|
382,497
|
|
|
696
|
|
|
(1,679
|
)
|
|
381,514
|
|
|
3,272
|
|
|
162,892
|
|
|
215,350
|
|
|||||||
Equity securities
|
650
|
|
|
516
|
|
|
—
|
|
|
1,166
|
|
|
—
|
|
|
1,166
|
|
|
—
|
|
|||||||
Total
|
$
|
1,706,517
|
|
|
$
|
1,212
|
|
|
$
|
(5,949
|
)
|
|
$
|
1,701,780
|
|
|
$
|
952,980
|
|
|
$
|
318,358
|
|
|
$
|
430,442
|
|
(1)
|
As of February 28, 2018, there were $4.4 million of accumulated unrealized losses related to investments that have been in a continuous unrealized loss position for 12 months or longer. The aggregate related fair value of investments with unrealized losses was $515.4 million.
|
|
Americas
|
|
EMEA
|
|
Asia Pacific
|
|
Corporate (1)
|
|
Consolidated
|
||||||||||
|
Fiscal Year Ended February 28, 2019
|
||||||||||||||||||
Revenue from unaffiliated customers
|
$
|
2,092,329
|
|
|
$
|
786,503
|
|
|
$
|
483,237
|
|
|
$
|
—
|
|
|
$
|
3,362,069
|
|
Income (loss) from operations
|
$
|
376,534
|
|
|
$
|
195,024
|
|
|
$
|
149,770
|
|
|
$
|
(209,096
|
)
|
|
$
|
512,232
|
|
Total cash, cash equivalents, restricted cash and available-for-sale investment securities
|
$
|
1,284,887
|
|
|
$
|
681,235
|
|
|
$
|
458,847
|
|
|
$
|
—
|
|
|
$
|
2,424,969
|
|
Total assets
|
$
|
3,664,341
|
|
|
$
|
1,237,002
|
|
|
$
|
686,946
|
|
|
$
|
—
|
|
|
$
|
5,588,289
|
|
|
Fiscal Year Ended February 28, 2018
|
||||||||||||||||||
Revenue from unaffiliated customers
|
$
|
1,858,004
|
|
|
$
|
657,197
|
|
|
$
|
405,260
|
|
|
$
|
—
|
|
|
$
|
2,920,461
|
|
Income (loss) from operations (2)
|
$
|
395,471
|
|
|
$
|
155,531
|
|
|
$
|
116,979
|
|
|
$
|
(192,249
|
)
|
|
$
|
475,732
|
|
Total cash, cash equivalents, restricted cash and available-for-sale investment securities
|
$
|
1,537,121
|
|
|
$
|
521,978
|
|
|
$
|
413,833
|
|
|
$
|
—
|
|
|
$
|
2,472,932
|
|
Total assets (2)
|
$
|
3,773,289
|
|
|
$
|
1,051,784
|
|
|
$
|
649,420
|
|
|
$
|
—
|
|
|
$
|
5,474,493
|
|
|
Fiscal Year Ended February 28, 2017
|
||||||||||||||||||
Revenue from unaffiliated customers
|
$
|
1,555,290
|
|
|
$
|
515,642
|
|
|
$
|
340,871
|
|
|
$
|
—
|
|
|
$
|
2,411,803
|
|
Income (loss) from operations (2)
|
$
|
318,635
|
|
|
$
|
108,208
|
|
|
$
|
99,762
|
|
|
$
|
(192,530
|
)
|
|
$
|
334,075
|
|
Total cash, cash equivalents, restricted cash and available-for-sale investment securities
|
$
|
1,100,827
|
|
|
$
|
706,028
|
|
|
$
|
326,376
|
|
|
$
|
—
|
|
|
$
|
2,133,231
|
|
Total assets (2)
|
$
|
2,975,673
|
|
|
$
|
1,079,360
|
|
|
$
|
485,029
|
|
|
$
|
—
|
|
|
$
|
4,540,062
|
|
(1)
|
Amounts represent share-based compensation expense that was not allocated to geographic segments.
|
(2)
|
As adjusted from retrospective adoption of ASC 606. See NOTE 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
U.S., the Company’s country of domicile
|
$
|
1,837,483
|
|
|
$
|
1,647,864
|
|
|
$
|
1,400,228
|
|
Foreign
|
1,524,586
|
|
|
1,272,597
|
|
|
1,011,575
|
|
|||
Total revenue from unaffiliated customers
|
$
|
3,362,069
|
|
|
$
|
2,920,461
|
|
|
$
|
2,411,803
|
|
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
U.S., the Company’s country of domicile
|
$
|
129,387
|
|
|
$
|
137,112
|
|
|
$
|
133,492
|
|
Foreign
|
69,582
|
|
|
68,993
|
|
|
56,137
|
|
|||
Total tangible long-lived assets
|
$
|
198,969
|
|
|
$
|
206,105
|
|
|
$
|
189,629
|
|
|
Fiscal Years Ended
|
||||||||||
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Subscription revenue:
|
|
|
|
|
|
||||||
Infrastructure-related offerings
|
$
|
2,132,635
|
|
|
$
|
1,950,396
|
|
|
$
|
1,696,443
|
|
Application Development-related and other emerging technology offerings
|
816,424
|
|
|
623,782
|
|
|
439,337
|
|
|||
Total subscription revenue
|
2,949,059
|
|
|
2,574,178
|
|
|
2,135,780
|
|
|||
Training and services revenue:
|
|
|
|
|
|
||||||
Consulting services
|
320,262
|
|
|
265,677
|
|
|
207,959
|
|
|||
Training
|
92,748
|
|
|
80,606
|
|
|
68,064
|
|
|||
Total training and services revenue
|
413,010
|
|
|
346,283
|
|
|
276,023
|
|
|||
Total revenue
|
$
|
3,362,069
|
|
|
$
|
2,920,461
|
|
|
$
|
2,411,803
|
|
|
Fiscal Years Ended
|
||||||
|
February 28, 2018
|
|
February 28, 2017
|
||||
Revenue
|
$
|
2,930,248
|
|
|
$
|
2,419,418
|
|
Net income
|
$
|
231,287
|
|
|
$
|
228,369
|
|
Basic net income per common share
|
$
|
1.31
|
|
|
$
|
1.27
|
|
Diluted net income per common share
|
$
|
1.25
|
|
|
$
|
1.25
|
|
|
February 28, 2019
|
|
February 28, 2018
|
|
February 28, 2017
|
||||||
Balance at beginning of year
|
$
|
1,288,830
|
|
|
$
|
1,040,709
|
|
|
$
|
1,027,277
|
|
Acquisitions
|
3,500
|
|
|
228,451
|
|
|
16,923
|
|
|||
Impact of foreign currency fluctuations
|
(11,961
|
)
|
|
20,080
|
|
|
(3,636
|
)
|
|||
Purchase price adjustments on acquisitions
|
(3,516
|
)
|
|
(410
|
)
|
|
145
|
|
|||
Balance at end of year
|
$
|
1,276,853
|
|
|
$
|
1,288,830
|
|
|
$
|
1,040,709
|
|
|
4th
Quarter |
|
3rd
Quarter |
|
2nd
Quarter |
|
1st
Quarter |
||||||||
|
(Unaudited)
|
||||||||||||||
|
Fiscal Year Ended February 28, 2019
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscriptions
|
$
|
774,178
|
|
|
$
|
740,661
|
|
|
$
|
722,699
|
|
|
$
|
711,521
|
|
Training and services
|
104,819
|
|
|
106,134
|
|
|
100,048
|
|
|
102,009
|
|
||||
Total revenue
|
$
|
878,997
|
|
|
$
|
846,795
|
|
|
$
|
822,747
|
|
|
$
|
813,530
|
|
Gross profit
|
$
|
746,492
|
|
|
$
|
722,678
|
|
|
$
|
703,817
|
|
|
$
|
690,831
|
|
Income from operations
|
$
|
156,562
|
|
|
$
|
108,958
|
|
|
$
|
134,556
|
|
|
$
|
112,156
|
|
Interest income
|
$
|
7,508
|
|
|
$
|
7,334
|
|
|
$
|
7,855
|
|
|
$
|
7,834
|
|
Interest expense
|
$
|
4,412
|
|
|
$
|
4,299
|
|
|
$
|
4,808
|
|
|
$
|
6,319
|
|
Other income (expense), net
|
$
|
245
|
|
|
$
|
(464
|
)
|
|
$
|
(2,457
|
)
|
|
$
|
(2,194
|
)
|
Provision (benefit) for income taxes (1)
|
$
|
20,409
|
|
|
$
|
17,079
|
|
|
$
|
48,292
|
|
|
$
|
(1,713
|
)
|
Net income
|
$
|
139,494
|
|
|
$
|
94,450
|
|
|
$
|
86,854
|
|
|
$
|
113,190
|
|
Net income per common share (2):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.79
|
|
|
$
|
0.54
|
|
|
$
|
0.49
|
|
|
$
|
0.64
|
|
Diluted
|
$
|
0.75
|
|
|
$
|
0.51
|
|
|
$
|
0.46
|
|
|
$
|
0.59
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
176,808
|
|
|
176,231
|
|
|
176,746
|
|
|
177,302
|
|
||||
Diluted
|
187,046
|
|
|
186,062
|
|
|
186,936
|
|
|
190,739
|
|
|
Fiscal Year Ended February 28, 2018 (3)
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Subscriptions
|
$
|
683,276
|
|
|
$
|
656,832
|
|
|
$
|
637,562
|
|
|
$
|
596,508
|
|
Training and services
|
89,056
|
|
|
91,146
|
|
|
85,793
|
|
|
80,288
|
|
||||
Total revenue
|
$
|
772,332
|
|
|
$
|
747,978
|
|
|
$
|
723,355
|
|
|
$
|
676,796
|
|
Gross profit
|
$
|
659,707
|
|
|
$
|
636,219
|
|
|
$
|
616,638
|
|
|
$
|
576,100
|
|
Income from operations
|
$
|
132,480
|
|
|
$
|
118,718
|
|
|
$
|
134,790
|
|
|
$
|
89,744
|
|
Interest income
|
$
|
5,024
|
|
|
$
|
4,864
|
|
|
$
|
4,612
|
|
|
$
|
3,993
|
|
Interest expense
|
$
|
6,223
|
|
|
$
|
6,180
|
|
|
$
|
6,081
|
|
|
$
|
6,085
|
|
Other income (expense), net
|
$
|
11,368
|
|
|
$
|
(1,187
|
)
|
|
$
|
(1,260
|
)
|
|
$
|
(586
|
)
|
Provision for income taxes (1)
|
$
|
154,809
|
|
|
$
|
14,606
|
|
|
$
|
34,973
|
|
|
$
|
11,752
|
|
Net (loss) income
|
$
|
(12,160
|
)
|
|
$
|
101,609
|
|
|
$
|
97,088
|
|
|
$
|
75,314
|
|
Net (loss) income per common share (2):
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
(0.07
|
)
|
|
$
|
0.57
|
|
|
$
|
0.55
|
|
|
$
|
0.42
|
|
Diluted
|
$
|
(0.07
|
)
|
|
$
|
0.55
|
|
|
$
|
0.53
|
|
|
$
|
0.41
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
177,034
|
|
|
177,063
|
|
|
177,257
|
|
|
177,243
|
|
||||
Diluted
|
177,034
|
|
|
186,160
|
|
|
183,021
|
|
|
181,810
|
|
(1)
|
Provision for income taxes for the second quarter of the fiscal year ended February 28, 2019 and the fourth quarter of the fiscal year ended February 28, 2018 included charges of $18.0 million and $122.7 million, respectively, related to the Tax Act. See NOTE 11—Income Taxes.
|
(2)
|
EPS is computed independently for each of the quarters presented. Therefore, the sum of the quarterly EPS may not equal the reported annual EPS.
|
(3)
|
As adjusted to reflect the impact of the retrospective application of ASC 606. See Note 2—Summary of Significant Accounting Policies for detailed information on adoption of ASC 606.
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Report of Independent Registered Public Accounting Firm
|
|
Consolidated Balance Sheets at February 28, 2019 and February 28, 2018
|
|
Consolidated Statements of Operations for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017
|
|
Consolidated Statements of Comprehensive Income for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017
|
|
Consolidated Statements of Stockholders' Equity for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017
|
|
Consolidated Statements of Cash Flows for the fiscal years ended February 28, 2019, February 28, 2018 and February 28, 2017
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
Incorporated by Reference
|
|||
Exhibit
No.
|
|
Exhibit Description
|
Provided Herewith
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
2.1+
|
|
|
8-K
|
001-33162
|
2.1
|
October 29, 2018
|
|
|
|
|
|
|
|
|
|
3.1
|
|
|
8-K
|
001-33162
|
3.3
|
August 13, 2013
|
|
|
|
|
|
|
|
|
|
3.2
|
|
|
10-Q
|
001-33162
|
3.1
|
October 7, 2015
|
|
|
|
|
|
|
|
|
|
4.1
|
|
|
S-1/A
|
333-80051
|
4.1
|
July 19, 1999
|
|
|
|
|
|
|
|
|
|
4.2
|
|
See Exhibits 3.1 and 3.2 for provisions of the Certificate of Incorporation and By-Laws of the registrant defining the rights of holders of common stock of the registrant
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3
|
|
|
8-K
|
001-33162
|
4.1
|
October 7, 2014
|
|
|
|
|
|
|
|
|
|
10.1*
|
|
|
10-K
|
001-33162
|
10.5
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
|
10-K
|
001-33162
|
10.10
|
April 25, 2012
|
|
|
|
|
|
|
|
|
|
10.3*
|
|
|
10-Q
|
001-33162
|
10.3
|
July 6, 2012
|
|
|
|
|
|
|
|
|
|
10.4*
|
|
|
10-K
|
001-33162
|
10.14
|
April 25, 2012
|
|
|
|
|
|
|
|
|
|
10.5*
|
|
|
10-K
|
001-33162
|
10.15
|
April 25, 2013
|
|
|
|
|
|
|
|
|
|
10.6*
|
|
|
10-K
|
001-33162
|
10.18
|
April 25, 2013
|
|
|
|
|
|
|
|
|
|
10.7*
|
|
|
10-K
|
001-33162
|
10.12
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||
Exhibit
No.
|
|
Exhibit Description
|
Provided Herewith
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
10.8*
|
|
|
10-K
|
001-33162
|
10.13
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
10.9*
|
|
|
10-K
|
001-33162
|
10.14
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
10.10*
|
|
|
10-K
|
001-33162
|
10.15
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
10.11*
|
|
|
10-K
|
001-33162
|
10.16
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
10.12*
|
|
|
10-K
|
001-33162
|
10.17
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
10.13*
|
|
|
10-K
|
001-33162
|
10.18
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
10.14*
|
|
|
10-K
|
001-33162
|
10.16
|
April 28, 2015
|
|
|
|
|
|
|
|
|
|
10.15*
|
|
|
8-K
|
001-33162
|
99.1
|
September 26, 2016
|
|
|
|
|
|
|
|
|
|
10.16*
|
|
|
10-Q
|
001-33162
|
10.1
|
October 8, 2010
|
|
|
|
|
|
|
|
|
|
10.17*
|
|
|
8-K
|
001-33162
|
99.2
|
May 22, 2015
|
|
|
|
|
|
|
|
|
|
10.18*
|
|
|
8-K
|
001-33162
|
99.3
|
May 24, 2016
|
|
|
|
|
|
|
|
|
|
10.19*
|
|
|
8-K
|
001-33162
|
10.1
|
August 16, 2011
|
|
|
|
|
|
|
|
|
|
10.20
|
|
|
10-K
|
001-33162
|
10.44
|
April 25, 2012
|
|
|
|
|
|
|
|
|
|
10.21*
|
|
|
10-K
|
001-33162
|
10.34
|
April 24, 2014
|
|
|
|
|
|
|
|
|
|
10.22*
|
|
|
10-Q
|
001-33162
|
10.1
|
October 5, 2012
|
|
|
|
|
|
|
|
|
|
10.23*
|
|
|
8-K
|
001-33162
|
99.2
|
May 29, 2013
|
|
|
|
|
|
|
|
|
|
10.24*
|
|
|
8-K
|
001-33162
|
99.3
|
May 29, 2013
|
|
|
|
|
|
|
|
|
|
10.25*
|
|
|
8-K
|
001-33162
|
99.5
|
May 29, 2013
|
|
|
|
|
|
|
|
|
|
10.26*
|
|
|
8-K
|
001-33162
|
99.1
|
August 12, 2014
|
|
|
|
|
|
|
|
|
|
10.27*
|
|
|
10-Q
|
001-33162
|
10.2
|
September 29, 2014
|
|
|
|
|
|
|
|
|
|
10.28
|
|
|
8-K
|
001-33162
|
10.1
|
October 7, 2014
|
|
|
|
|
|
|
|
|
|
10.29
|
|
|
8-K
|
001-33162
|
10.2
|
October 7, 2014
|
|
|
|
|
|
|
|
|
|
10.30*
|
|
|
10-K
|
001-33162
|
10.44
|
April 28, 2015
|
|
|
|
|
|
|
|
|
|
10.31*
|
|
|
8-K
|
001-33162
|
10.1
|
August 16, 2016
|
|
|
|
|
|
|
|
|
|
10.32*
|
|
|
8-K
|
001-33162
|
10.2
|
August 16, 2016
|
|
|
|
|
Incorporated by Reference
|
|||
Exhibit
No.
|
|
Exhibit Description
|
Provided Herewith
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
10.33*
|
|
|
10-K
|
001-33162
|
10.45
|
April 26, 2017
|
|
|
|
|
|
|
|
|
|
10.34*
|
|
|
10-K
|
001-33162
|
10.46
|
April 26, 2017
|
|
|
|
|
|
|
|
|
|
10.35*
|
|
|
10-K
|
001-33162
|
10.47
|
April 26, 2017
|
|
|
|
|
|
|
|
|
|
10.36*
|
|
|
10-K
|
001-33162
|
10.48
|
April 26, 2017
|
|
|
|
|
|
|
|
|
|
10.37*
|
|
|
8-K
|
001-33162
|
99.1
|
May 23, 2017
|
|
|
|
|
|
|
|
|
|
10.38*
|
|
|
8-K
|
001-33162
|
99.2
|
May 23, 2017
|
|
|
|
|
|
|
|
|
|
10.39*
|
|
|
8-K
|
001-33162
|
99.3
|
May 23, 2017
|
|
|
|
|
|
|
|
|
|
10.40*
|
|
|
8-K
|
001-33162
|
99.4
|
May 23, 2017
|
|
|
|
|
|
|
|
|
|
10.41*
|
|
|
8-K
|
001-33162
|
99.5
|
May 23, 2017
|
|
|
|
|
|
|
|
|
|
10.42*
|
|
|
10-Q
|
001-33162
|
10.6
|
July 6, 2017
|
|
|
|
|
|
|
|
|
|
10.43*
|
|
|
10-Q
|
001-33162
|
10.7
|
July 6, 2017
|
|
|
|
|
|
|
|
|
|
10.44*
|
|
|
10-Q
|
001-33162
|
10.8
|
July 6, 2017
|
|
|
|
|
|
|
|
|
|
10.45*
|
|
|
10-Q
|
001-33162
|
10.9
|
July 6, 2017
|
|
|
|
|
|
|
|
|
|
10.46*
|
|
|
10-K
|
001-33162
|
10.51
|
April 26, 2018
|
|
|
|
|
|
|
|
|
|
10.47*
|
|
|
8-K
|
001-33162
|
99.1
|
May 10, 2018
|
|
|
|
|
|
|
|
|
|
10.48*
|
|
|
8-K
|
001-33162
|
99.2
|
May 10, 2018
|
|
|
|
|
|
|
|
|
|
10.49*
|
|
|
10-Q
|
001-33162
|
10.3
|
July 9, 2018
|
|
|
|
|
|
|
|
|
|
10.50*
|
|
|
10-Q
|
001-33162
|
10.4
|
July 9, 2018
|
|
|
|
|
|
|
|
|
|
10.51*
|
|
|
10-Q
|
001-33162
|
10.5
|
July 9, 2018
|
|
|
|
|
|
|
|
|
|
10.52*
|
|
|
8-K
|
001-33162
|
99.2
|
September 20, 2018
|
|
|
|
|
|
|
|
|
|
21.1
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23.1
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
X
|
|
|
|
|
|
|
|
|
Incorporated by Reference
|
|||
Exhibit
No.
|
|
Exhibit Description
|
Provided Herewith
|
Form
|
File No.
|
Exhibit
|
Filing Date
|
|
|
|
|
|
|
|
|
32.1
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
X
|
|
|
|
|
+
|
Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the omitted schedules upon request by the SEC.
|
*
|
Indicates a management contract or compensatory plan, contract or arrangement.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
RED HAT, INC.
|
||
|
|
|
|
|
By:
|
|
/S/ JAMES M. WHITEHURST
|
|
|
|
James M. Whitehurst
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/S/ JAMES M. WHITEHURST
|
|
President, Chief Executive Officer and Director (principal executive officer)
|
|
April 24, 2019
|
James M. Whitehurst
|
|
|
|
|
|
|
|
|
|
/S/ ERIC R. SHANDER
|
|
Executive Vice President and
Chief Financial Officer
(principal financial officer and principal accounting officer)
|
|
April 24, 2019
|
Eric R. Shander
|
|
|
|
|
|
|
|
|
|
/S/ SOHAIB ABBASI
|
|
Director
|
|
April 24, 2019
|
Sohaib Abbasi
|
|
|
|
|
|
|
|
|
|
/S/ W. STEVE ALBRECHT
|
|
Director
|
|
April 24, 2019
|
W. Steve Albrecht
|
|
|
|
|
|
|
|
|
|
/S/ CHARLENE T. BEGLEY
|
|
Director
|
|
April 24, 2019
|
Charlene T. Begley
|
|
|
|
|
|
|
|
|
|
/S/ NARENDRA K. GUPTA
|
|
Chair of the Board of Directors
|
|
April 24, 2019
|
Narendra K. Gupta
|
|
|
|
|
|
|
|
|
|
/S/ KIMBERLY L. HAMMONDS
|
|
Director
|
|
April 24, 2019
|
Kimberly L. Hammonds
|
|
|
|
|
|
|
|
|
|
/S/ WILLIAM S. KAISER
|
|
Director
|
|
April 24, 2019
|
William S. Kaiser
|
|
|
|
|
|
|
|
|
|
/S/ KEVIN M. MURAI
|
|
Director
|
|
April 24, 2019
|
Kevin M. Murai
|
|
|
|
|
|
|
|
|
|
/S/ ALFRED W. ZOLLAR
|
|
Director
|
|
April 24, 2019
|
Alfred W. Zollar
|
|
|
|
|
Entity Name
|
|
Jurisdiction
|
3Scale Networks S.L.
|
|
Spain
|
3Scale LLC
|
|
Delaware, USA
|
Codenvy LLC
|
|
Delaware, USA
|
Codenvy S.A.
|
|
Luxembourg
|
CoreOS GmbH
|
|
Germany
|
CoreOS, LLC
|
|
Delaware, USA
|
eNovance SAS
|
|
France
|
eNovance Solutions India Pvt. Ltd.
|
|
India
|
FeedHenry (Ireland) Limited
|
|
Ireland
|
FeedHenry Limited
|
|
Ireland
|
Gluster, Inc.
|
|
Delaware, USA
|
LLC "Codenvy Ukraine"
|
|
Ukraine
|
PT. Red Hat Indonesia
|
|
Indonesia
|
Qumranet, Inc.
|
|
Delaware, USA
|
Red Hat (Switzerland) Sàrl
|
|
Switzerland
|
Red Hat (Thailand) Limited
|
|
Thailand
|
Red Hat AB
|
|
Sweden
|
Red Hat ApS
|
|
Denmark
|
Red Hat Asia Pacific Pte Ltd
|
|
Singapore
|
Red Hat Asia Pacific Pty Ltd
|
|
Australia
|
Red Hat Austria GmbH
|
|
Austria
|
Red Hat B.V.
|
|
Netherlands
|
Red Hat, BVBA
|
|
Belgium
|
Red Hat Brasil Limitada
|
|
Brazil
|
Red Hat Canada Limited
|
|
Canada
|
Red Hat Chile Limitada
|
|
Chile
|
Red Hat Colombia S.A.S
|
|
Colombia
|
Red Hat Czech, s.r.o.
|
|
Czech Republic
|
Red Hat de Argentina SA
|
|
Argentina
|
Red Hat France SARL
|
|
France
|
Red Hat FZ-LLC
|
|
United Arab Emirates
|
Red Hat GmbH
|
|
Germany
|
Red Hat India Pvt. Ltd.
|
|
India
|
Red Hat Israel Ltd.
|
|
Israel
|
Red Hat K.K.
|
|
Japan
|
Red Hat Limited
|
|
Ireland
|
Red Hat Malaysia SDN. BHD.
|
|
Malaysia
|
Red Hat Middleware LLC
|
|
Delaware, USA
|
Red Hat New Zealand Limited
|
|
New Zealand
|
Red Hat Philippines Software Solutions Corp.
|
|
Philippines
|
Red Hat Poland sp.zo.o
|
|
Poland
|
Red Hat Professional Consulting, Inc.
|
|
Georgia, USA
|
Red Hat S.L.
|
|
Spain
|
Red Hat S.R.L.
|
|
Italy
|
Red Hat S de RL de CV
|
|
Mexico
|
Red Hat SA I, LLC
|
|
Delaware, USA
|
Red Hat SA II, LLC
|
|
Delaware, USA
|
Red Hat Saudi Arabia Limited
|
|
Saudi Arabia
|
Red Hat Software (Beijing) Co., Ltd.
|
|
China
|
Red Hat South Africa (Pty) Ltd
|
|
South Africa
|
Red Hat UK Limited
|
|
United Kingdom
|
Red Hat Yazýlým Servisleri A.S.
|
|
Turkey
|
RH Subsidiary, Inc.
|
|
Delaware, USA
|
Round Pond Unlimited Company
|
|
Ireland
|
RP EMEA Holdings I, LLC
|
|
Delaware, USA
|
RP EMEA Holdings II, LLC
|
|
Delaware, USA
|
RP EMEA Partners
|
|
Delaware, USA
|
Varsity Gateway LLC
|
|
Delaware, USA
|
Varsity Gateway, Inc.
|
|
Delaware, USA
|
Y.G. Noobaa Ltd.
|
|
Israel
|
|
|
|
|
By:
|
|
/S/ JAMES M. WHITEHURST
|
|
|
|
|
|
|
James M. Whitehurst
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
By:
|
|
/S/ ERIC R. SHANDER
|
|
|
|
|
|
|
Eric R. Shander
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|
|
|
|
|
By:
|
|
/S/ JAMES M. WHITEHURST
|
|
|
|
|
|
|
James M. Whitehurst
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
|
By:
|
|
/S/ ERIC R. SHANDER
|
|
|
|
|
|
|
Eric R. Shander
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
|