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|
|
x
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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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|
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Delaware
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20-2480422
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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6230 Stoneridge Mall Road
Pleasanton, California
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94588
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Class A Common Stock, par value $0.001
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New York Stock Exchange
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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PART I
|
|
Item 1.
|
||
Item 1A.
|
||
Item 1B.
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||
Item 2.
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||
Item 3.
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||
Item 4.
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||
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PART II
|
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Item 5.
|
||
Item 6.
|
||
Item 7.
|
||
Item 7A.
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Item 8.
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Item 9.
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||
Item 9A.
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||
Item 9B.
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||
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PART III
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Item 10.
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||
Item 11.
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Item 12.
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Item 13.
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Item 14.
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||
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PART IV
|
|
Item 15.
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•
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level of customer satisfaction;
|
•
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ease of deployment and use of applications;
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•
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breadth and depth of application functionality;
|
•
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total cost of ownership;
|
•
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brand awareness and reputation;
|
•
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modern and adaptive technology platform;
|
•
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capability for configuration, integration, security, scalability and reliability of applications;
|
•
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ability to innovate and respond to customer needs rapidly;
|
•
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domain expertise on financial, HR and payroll regulations;
|
•
|
size of customer base and level of user adoption;
|
•
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customer confidence in financial stability and future viability; and
|
•
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ability to integrate with legacy enterprise infrastructures and third-party applications.
|
•
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loss or delayed market acceptance and sales;
|
•
|
breach of warranty claims;
|
•
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issue refunds or service credits to customers for prepaid and unused subscription services;
|
•
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loss of customers;
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•
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diversion of development and customer service resources; and
|
•
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injury to our reputation.
|
•
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the need to localize and adapt our applications for specific countries, including translation into foreign languages, localization of contracts for different legal jurisdictions and associated expenses;
|
•
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the need for a go-to-market strategy that aligns product management efforts and the development of supporting infrastructure;
|
•
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stricter data privacy laws including requirements that customer data be stored and processed in a designated territory and obligations on us as a data processor;
|
•
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difficulties in appropriately staffing and managing foreign operations and providing appropriate compensation for local markets;
|
•
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difficulties in leveraging executive presence and company culture globally;
|
•
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different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;
|
•
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new and different sources of competition;
|
•
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potentially weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectual property and other rights outside of the United States;
|
•
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laws, customs and business practices favoring local competitors;
|
•
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compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy and data protection laws and regulations;
|
•
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increased financial accounting and reporting burdens and complexities;
|
•
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restrictions on the transfer of funds;
|
•
|
ensuring compliance with anti-corruption laws including the Foreign Corrupt Practices Act;
|
•
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the effects of currency fluctuations on our revenues and customer demand for our services;
|
•
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adverse tax consequences and tax rulings; and
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•
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unstable economic and political conditions.
|
•
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inability to integrate or benefit from acquisitions in a profitable manner;
|
•
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incurrence of acquisition-related costs or liabilities, some of which may be unanticipated;
|
•
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difficulty integrating the intellectual property and operations of the acquired business;
|
•
|
difficulty integrating and retaining the personnel of the acquired business;
|
•
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difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business;
|
•
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difficulty terminating or converting the customers of the acquired business onto our applications and contract terms;
|
•
|
diversion of management’s attention from other business concerns;
|
•
|
adverse effects on our existing business relationships with business partners and customers as a result of the acquisition;
|
•
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use of resources that are needed in other parts of our business; and
|
•
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use of substantial portions of our available cash to consummate the acquisition.
|
•
|
our ability to attract new customers;
|
•
|
the addition or loss of large customers, including through acquisitions or consolidations;
|
•
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the timing of operating expenses and recognition of revenues;
|
•
|
the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure;
|
•
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network outages or security breaches;
|
•
|
general economic and market conditions;
|
•
|
customer renewal rates;
|
•
|
increases or decreases in the number of elements of our services or pricing changes upon any renewals of customer agreements;
|
•
|
changes in our pricing policies or those of our competitors;
|
•
|
the mix of applications sold during a period;
|
•
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seasonal variations in sales of our applications, which have historically been highest in our fiscal fourth quarter;
|
•
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the timing and success of new application and service introductions by us or our competitors;
|
•
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changes in the competitive dynamics of our industry, including consolidation among competitors, customers or strategic partners;
|
•
|
changes in laws and regulations that impact our business; and
|
•
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the timing of expenses related to acquisitions and potential future charges for impairment of goodwill.
|
•
|
overall performance of the equity markets;
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us, such as high-growth or cloud companies, or in valuation metrics, such as our price to revenues ratio;
|
•
|
guidance as to our operating results that we provide to the public, differences between our guidance and market expectations, our failure to meet our guidance or changes in recommendations by securities analysts that follow our securities;
|
•
|
announcements of technological innovations, new applications or enhancements to services, acquisitions, strategic alliances or significant agreements by us or by our competitors;
|
•
|
disruptions in our services due to computer hardware, software or network problems;
|
•
|
announcements of customer additions and customer cancellations or delays in customer purchases;
|
•
|
recruitment or departure of key personnel;
|
•
|
the economy as a whole, market conditions in our industry, and the industries of our customers;
|
•
|
trading activity by directors, executive officers and significant stockholders, or the perception in the market that the holders of a large number of shares intend to sell their shares;
|
•
|
the exercise of rights held by certain of our stockholders, subject to some conditions, to require us to file registration statements covering their shares or to include their shares in registration statements that we may file for ourselves or our stockholders;
|
•
|
the size of our market float and significant option exercises;
|
•
|
any future issuances of securities;
|
•
|
sales and purchases of any Class A common stock issued upon conversion of our convertible senior notes or in connection with the convertible note hedge and warrant transactions related to such convertible senior notes;
|
•
|
our operating performance and the performance of other similar companies; and
|
•
|
the sale or availability for sale of a large number of shares of our Class A common stock in the public market.
|
•
|
make it difficult for us to pay other obligations;
|
•
|
make it difficult to obtain favorable terms for any necessary future financing for working capital, capital expenditures, debt service requirements or other purposes;
|
•
|
require us to dedicate a substantial portion of our cash flow from operations to service and repay the indebtedness, reducing the amount of cash flow available for other purposes; and
|
•
|
limit our flexibility in planning for and reacting to changes in our business.
|
•
|
any transaction that would result in a change in control of our company requires the approval of a majority of our outstanding Class B common stock voting as a separate class;
|
•
|
our dual class common stock structure, which provides our chairman and CEO with the ability to control the outcome of matters requiring stockholder approval, even if they own significantly less than a majority of the shares of our outstanding Class A and Class B common stock;
|
•
|
our board of directors is classified into three classes of directors with staggered three-year terms and directors are only able to be removed from office for cause;
|
•
|
when the outstanding shares of our Class B common stock represent less than a majority of the combined voting power of common stock:
|
•
|
certain amendments to our restated certificate of incorporation or restated bylaws will require the approval of two-thirds of the combined vote of our then-outstanding shares of Class A and Class B common stock;
|
•
|
our stockholders will only be able to take action at a meeting of stockholders and not by written consent; and
|
•
|
vacancies on our board of directors will be able to be filled only by our board of directors and not by stockholders;
|
•
|
only our chairman of the board, chief executive officer, either co-president, or a majority of our board of directors are authorized to call a special meeting of stockholders;
|
•
|
certain litigation against us can only be brought in Delaware;
|
•
|
we will have two classes of common stock until the date that is the first to occur of (i) October 11, 2032, (ii) such time as the shares of Class B common stock represent less than 9% of the outstanding Class A and Class B common stock, (iii) nine months following the death of both Mr. Duffield and Mr. Bhusri, or (iv) the date on which the holders of a majority of the shares of Class B common stock elect to convert all shares of Class A common stock and Class B common stock into a single class of common stock;
|
•
|
our restated certificate of incorporation authorizes undesignated preferred stock, the terms of which may be established, and shares of which may be issued, without the approval of the holders of Class A common stock; and
|
•
|
advance notice procedures apply for stockholders to nominate candidates for election as directors or to bring matters before an annual meeting of stockholders.
|
|
High
|
|
Low
|
||||
Year ended January 31, 2016
|
|
|
|
||||
First quarter
|
$
|
95.17
|
|
|
$
|
78.40
|
|
Second quarter
|
93.62
|
|
|
74.26
|
|
||
Third quarter
|
84.84
|
|
|
65.33
|
|
||
Fourth quarter
|
85.67
|
|
|
60.17
|
|
||
Year ended January 31, 2015
|
|
|
|
||||
First quarter
|
$
|
116.47
|
|
|
$
|
64.21
|
|
Second quarter
|
92.15
|
|
|
65.75
|
|
||
Third quarter
|
97.40
|
|
|
75.23
|
|
||
Fourth quarter
|
97.16
|
|
|
76.36
|
|
|
Base
Period
|
|
|
|
|
|
|
|
|
||||||||||
Company/Index
|
10/12/2012
|
|
1/31/2013
|
|
1/31/2014
|
|
1/31/2015
|
|
1/31/2016
|
||||||||||
Workday, Inc.
|
$
|
100.00
|
|
|
$
|
109.71
|
|
|
$
|
183.90
|
|
|
$
|
163.20
|
|
|
$
|
129.41
|
|
S&P 500 Index
|
100.00
|
|
|
105.57
|
|
|
128.26
|
|
|
146.50
|
|
|
145.51
|
|
|||||
S&P 1500 Application Software Index
|
100.00
|
|
|
110.49
|
|
|
138.28
|
|
|
151.34
|
|
|
171.74
|
|
|
Year Ended January 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription services
|
$
|
929,234
|
|
|
$
|
613,328
|
|
|
$
|
354,169
|
|
|
$
|
190,320
|
|
|
$
|
88,634
|
|
Professional services
|
233,112
|
|
|
174,532
|
|
|
114,769
|
|
|
83,337
|
|
|
45,793
|
|
|||||
Total revenues
|
1,162,346
|
|
|
787,860
|
|
|
468,938
|
|
|
273,657
|
|
|
134,427
|
|
|||||
Costs and expenses
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Costs of subscription services
|
149,869
|
|
|
102,476
|
|
|
69,195
|
|
|
39,251
|
|
|
22,342
|
|
|||||
Costs of professional services
|
224,558
|
|
|
162,327
|
|
|
107,615
|
|
|
77,284
|
|
|
43,026
|
|
|||||
Product development
|
469,944
|
|
|
316,868
|
|
|
182,116
|
|
|
102,665
|
|
|
62,014
|
|
|||||
Sales and marketing
|
434,056
|
|
|
315,840
|
|
|
197,373
|
|
|
123,440
|
|
|
70,356
|
|
|||||
General and administrative
|
148,578
|
|
|
106,051
|
|
|
65,921
|
|
|
48,880
|
|
|
15,133
|
|
|||||
Total costs and expenses
|
1,427,005
|
|
|
1,003,562
|
|
|
622,220
|
|
|
391,520
|
|
|
212,871
|
|
|||||
Operating loss
|
(264,659
|
)
|
|
(215,702
|
)
|
|
(153,282
|
)
|
|
(117,863
|
)
|
|
(78,444
|
)
|
|||||
Other expense, net
|
(24,242
|
)
|
|
(30,270
|
)
|
|
(17,549
|
)
|
|
(1,203
|
)
|
|
(1,018
|
)
|
|||||
Loss before provision for income taxes
|
(288,901
|
)
|
|
(245,972
|
)
|
|
(170,831
|
)
|
|
(119,066
|
)
|
|
(79,462
|
)
|
|||||
Provision for income taxes
|
1,017
|
|
|
2,010
|
|
|
1,678
|
|
|
124
|
|
|
167
|
|
|||||
Net loss
|
(289,918
|
)
|
|
(247,982
|
)
|
|
(172,509
|
)
|
|
(119,190
|
)
|
|
(79,629
|
)
|
|||||
Accretion of redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(568
|
)
|
|
(342
|
)
|
|||||
Net loss attributable to Class A and Class B common stockholders
|
$
|
(289,918
|
)
|
|
$
|
(247,982
|
)
|
|
$
|
(172,509
|
)
|
|
$
|
(119,758
|
)
|
|
$
|
(79,971
|
)
|
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted
|
$
|
(1.53
|
)
|
|
$
|
(1.35
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
(1.62
|
)
|
|
$
|
(2.71
|
)
|
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders
|
190,016
|
|
|
183,702
|
|
|
171,297
|
|
|
74,011
|
|
|
29,478
|
|
(1)
|
Costs and expenses include share-based compensation expenses as follows (in thousands):
|
|
Year Ended January 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
Costs of subscription services
|
$
|
12,060
|
|
|
$
|
6,053
|
|
|
$
|
2,408
|
|
|
$
|
601
|
|
|
$
|
230
|
|
Costs of professional services
|
19,526
|
|
|
12,890
|
|
|
4,818
|
|
|
1,312
|
|
|
398
|
|
|||||
Product development
|
109,362
|
|
|
63,938
|
|
|
21,644
|
|
|
3,528
|
|
|
1,124
|
|
|||||
Sales and marketing
|
51,617
|
|
|
29,875
|
|
|
12,131
|
|
|
2,717
|
|
|
839
|
|
|||||
General and administrative
|
57,405
|
|
|
43,292
|
|
|
20,850
|
|
|
7,170
|
|
|
1,591
|
|
|
As of January 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
|
(in thousands)
|
|
|
||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
300,087
|
|
|
$
|
298,192
|
|
|
$
|
581,326
|
|
|
$
|
84,158
|
|
|
$
|
57,529
|
|
Marketable securities
|
1,669,372
|
|
|
1,559,517
|
|
|
1,305,253
|
|
|
706,181
|
|
|
53,634
|
|
|||||
Working capital
|
1,439,629
|
|
|
1,467,122
|
|
|
1,601,768
|
|
|
629,528
|
|
|
37,934
|
|
|||||
Property and equipment, net
|
214,158
|
|
|
140,136
|
|
|
77,664
|
|
|
44,585
|
|
|
25,861
|
|
|||||
Total assets
|
2,730,094
|
|
|
2,350,090
|
|
|
2,165,640
|
|
|
959,080
|
|
|
232,638
|
|
|||||
Total unearned revenue
|
899,729
|
|
|
632,744
|
|
|
413,565
|
|
|
285,260
|
|
|
188,097
|
|
|||||
Convertible senior notes, net
|
507,476
|
|
|
481,958
|
|
|
457,787
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
1,593,937
|
|
|
1,224,115
|
|
|
978,423
|
|
|
366,797
|
|
|
237,293
|
|
|||||
Redeemable convertible preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170,906
|
|
|||||
Total stockholders’ equity (deficit)
|
1,136,157
|
|
|
1,125,975
|
|
|
1,187,217
|
|
|
592,283
|
|
|
(175,561
|
)
|
|
Year Ended January 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cash Flow Data:
|
|
|
|
|
|
||||||||||||||
Net cash provided by (used in) operating activities
|
$
|
258,637
|
|
|
$
|
102,003
|
|
|
$
|
46,263
|
|
|
$
|
11,214
|
|
|
$
|
(13,774
|
)
|
Free cash flows
(2)
|
124,970
|
|
|
(1,643
|
)
|
|
(29,577
|
)
|
|
(23,401
|
)
|
|
(34,756
|
)
|
(2)
|
Free cash flows, a non-GAAP financial measure, is defined as net cash provided by (used in) operating activities minus purchases of property and equipment, property and equipment acquired under capital leases and purchase of other intangible assets. Each adjusting item is separately presented on our consolidated statements of cash flows. See Item 7 of Part II, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Non-GAAP Financial Measures” for further information.
|
|
Year Ended January 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2015 to 2016
% Change |
|
2014 to 2015
% Change |
||||||||
|
(in thousands, except percentages)
|
||||||||||||||||
Subscription services
|
$
|
929,234
|
|
|
$
|
613,328
|
|
|
$
|
354,169
|
|
|
52
|
%
|
|
73
|
%
|
Professional services
|
233,112
|
|
|
174,532
|
|
|
114,769
|
|
|
34
|
%
|
|
52
|
%
|
|||
Total revenues
|
$
|
1,162,346
|
|
|
$
|
787,860
|
|
|
$
|
468,938
|
|
|
48
|
%
|
|
68
|
%
|
|
Year Ended January 31, 2016
|
||||||||||||||
|
Core
Operating Expenses (1) |
|
Share-Based
Compensation Expenses |
|
Other
Operating Expenses |
|
Total
Operating Expenses |
||||||||
|
(in thousands, except percentages)
|
||||||||||||||
Costs of subscription services
|
$
|
137,395
|
|
|
$
|
12,060
|
|
|
$
|
414
|
|
|
$
|
149,869
|
|
Costs of professional services
|
204,264
|
|
|
19,526
|
|
|
768
|
|
|
224,558
|
|
||||
Product development
|
353,381
|
|
|
109,362
|
|
|
7,201
|
|
|
469,944
|
|
||||
Sales and marketing
|
380,957
|
|
|
51,617
|
|
|
1,482
|
|
|
434,056
|
|
||||
General and administrative
|
89,078
|
|
|
57,405
|
|
|
2,095
|
|
|
148,578
|
|
||||
Total
|
$
|
1,165,075
|
|
|
$
|
249,970
|
|
|
$
|
11,960
|
|
|
$
|
1,427,005
|
|
Operating loss
|
$
|
(2,729
|
)
|
|
$
|
(249,970
|
)
|
|
$
|
(11,960
|
)
|
|
$
|
(264,659
|
)
|
Operating margin
|
(0.2
|
)%
|
|
(21.6
|
)%
|
|
(1.0
|
)%
|
|
(22.8
|
)%
|
|
Year Ended January 31, 2015
|
||||||||||||||
|
Core
Operating Expenses (1) |
|
Share-Based
Compensation Expenses |
|
Other
Operating Expenses |
|
Total
Operating Expenses |
||||||||
|
(in thousands, except percentages)
|
||||||||||||||
Costs of subscription services
|
$
|
96,219
|
|
|
$
|
6,053
|
|
|
$
|
204
|
|
|
$
|
102,476
|
|
Costs of professional services
|
148,986
|
|
|
12,890
|
|
|
451
|
|
|
162,327
|
|
||||
Product development
|
249,709
|
|
|
63,938
|
|
|
3,221
|
|
|
316,868
|
|
||||
Sales and marketing
|
284,545
|
|
|
29,875
|
|
|
1,420
|
|
|
315,840
|
|
||||
General and administrative
|
61,557
|
|
|
43,292
|
|
|
1,202
|
|
|
106,051
|
|
||||
Total
|
$
|
841,016
|
|
|
$
|
156,048
|
|
|
$
|
6,498
|
|
|
$
|
1,003,562
|
|
Operating loss
|
$
|
(53,156
|
)
|
|
$
|
(156,048
|
)
|
|
$
|
(6,498
|
)
|
|
$
|
(215,702
|
)
|
Operating margin
|
(6.7
|
)%
|
|
(19.8
|
)%
|
|
(0.9
|
)%
|
|
(27.4
|
)%
|
|
Year Ended January 31, 2014
|
||||||||||||||
|
Core
Operating Expenses (1) |
|
Share-Based
Compensation Expenses |
|
Other
Operating Expenses |
|
Total
Operating Expenses |
||||||||
|
(in thousands, except percentages)
|
||||||||||||||
Costs of subscription services
|
$
|
66,770
|
|
|
$
|
2,408
|
|
|
$
|
17
|
|
|
$
|
69,195
|
|
Costs of professional services
|
102,141
|
|
|
4,818
|
|
|
656
|
|
|
107,615
|
|
||||
Product development
|
158,928
|
|
|
21,644
|
|
|
1,544
|
|
|
182,116
|
|
||||
Sales and marketing
|
184,359
|
|
|
12,131
|
|
|
883
|
|
|
197,373
|
|
||||
General and administrative
|
43,773
|
|
|
20,850
|
|
|
1,298
|
|
|
65,921
|
|
||||
Total
|
$
|
555,971
|
|
|
$
|
61,851
|
|
|
$
|
4,398
|
|
|
$
|
622,220
|
|
Operating loss
|
$
|
(87,033
|
)
|
|
$
|
(61,851
|
)
|
|
$
|
(4,398
|
)
|
|
$
|
(153,282
|
)
|
Operating margin
|
(18.6
|
)%
|
|
(13.2
|
)%
|
|
(0.9
|
)%
|
|
(32.7
|
)%
|
(1)
|
See “Non-GAAP Financial Measures” below for further information.
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by (used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
258,637
|
|
|
$
|
102,003
|
|
|
$
|
46,263
|
|
Investing activities
|
(300,147
|
)
|
|
(404,167
|
)
|
|
(682,633
|
)
|
|||
Financing activities
|
44,109
|
|
|
19,455
|
|
|
1,133,610
|
|
|||
Effect of exchange rate changes
|
(704
|
)
|
|
(425
|
)
|
|
(72
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
$
|
1,895
|
|
|
$
|
(283,134
|
)
|
|
$
|
497,168
|
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Net cash provided by (used in) operating activities
|
$
|
258,637
|
|
|
$
|
102,003
|
|
|
$
|
46,263
|
|
Purchases of property and equipment
|
(133,667
|
)
|
|
(103,646
|
)
|
|
(60,725
|
)
|
|||
Property and equipment acquired under capital leases
|
—
|
|
|
—
|
|
|
(115
|
)
|
|||
Purchase of other intangible assets
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|||
Free cash flows
|
$
|
124,970
|
|
|
$
|
(1,643
|
)
|
|
$
|
(29,577
|
)
|
•
|
Share-Based Compensation Expenses.
Although share-based compensation is an important aspect of the compensation of our employees and executives, management believes it is useful to exclude share-based compensation expenses in order to better understand the long-term performance of our core business and to facilitate comparison of our results to those of peer companies. For restricted stock unit awards, the amount of share-based compensation expenses is not reflective of the value ultimately received by the grant recipients. Moreover, determining the fair value of certain of the share-based instruments we utilize involves a high degree of judgment and estimation and the expense recorded may bear little resemblance to the actual value realized upon the vesting or future exercise of the related share-based awards. Unlike cash compensation, the value of stock options and shares offered under the ESPP, which are elements of our ongoing share-based compensation expenses, is determined using a complex formula that incorporates factors, such as market volatility and forfeiture rates, that are beyond our control.
|
•
|
Other Operating Expenses.
Other operating expenses include employer payroll tax-related items on employee stock transactions and amortization of acquisition-related intangible assets. The amount of employer payroll tax-related items on employee stock transactions is dependent on our stock price and other factors that are beyond our control and do not correlate to the operation of the business. For business combinations, we generally allocate a portion of the purchase price to intangible assets. The amount of the allocation is based on estimates and assumptions made by management and is subject to amortization. The amount of purchase price allocated to intangible assets and the term of its related amortization can vary significantly and are unique to each acquisition and thus we do not believe it is reflective of our ongoing operations.
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than
1 Year |
|
1-3
Years |
|
3-5
Years |
|
More than
5 Years |
||||||||||
0.75% Convertible Senior Notes due 2018
(1)
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
350,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
1.50% Convertible Senior Notes due 2020
(1)
|
250,000
|
|
|
—
|
|
|
—
|
|
|
250,000
|
|
|
—
|
|
|||||
Aggregate interest obligation
(2)
|
23,154
|
|
|
6,375
|
|
|
11,321
|
|
|
5,458
|
|
|
—
|
|
|||||
Operating lease obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Facilities space
(3)
|
177,165
|
|
|
44,370
|
|
|
56,437
|
|
|
37,177
|
|
|
39,181
|
|
|||||
Facilities space with related party
|
77,315
|
|
|
7,540
|
|
|
17,951
|
|
|
18,699
|
|
|
33,125
|
|
|||||
Contractual commitments
|
7,083
|
|
|
7,083
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
$
|
884,717
|
|
|
$
|
65,368
|
|
|
$
|
435,709
|
|
|
$
|
311,334
|
|
|
$
|
72,306
|
|
(1)
|
Represents aggregate principal amount of the notes, without the effect of associated discounts.
|
(2)
|
Represents estimated aggregate interest obligations for our outstanding Notes that are payable in cash.
|
(3)
|
For the 95-year lease we entered in January 2013, the cash obligations exclude the potential annual rental increases based on the increases to the Consumer Price Index (CPI). (See more information under “commitments” below). We believe it is likely we will make higher rent payments over the lease term due to future changes in the CPI.
|
•
|
There is persuasive evidence of an arrangement;
|
•
|
The service has been or is being provided to the customer;
|
•
|
Collection of the fees is reasonably assured; and
|
•
|
The amount of fees to be paid by the customer is fixed or determinable.
|
/s/ Ernst & Young LLP
|
|
/s/ Ernst & Young LLP
|
|
|
January 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
300,087
|
|
|
$
|
298,192
|
|
Marketable securities
|
1,669,372
|
|
|
1,559,517
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $1,592 and $1,262
|
293,407
|
|
|
188,357
|
|
||
Deferred costs
|
21,817
|
|
|
20,471
|
|
||
Prepaid expenses and other current assets
|
77,625
|
|
|
41,850
|
|
||
Total current assets
|
2,362,308
|
|
|
2,108,387
|
|
||
Property and equipment, net
|
214,158
|
|
|
140,136
|
|
||
Deferred costs, noncurrent
|
30,074
|
|
|
20,998
|
|
||
Goodwill and acquisition-related intangible assets, net
|
65,816
|
|
|
34,779
|
|
||
Other assets
|
57,738
|
|
|
45,790
|
|
||
Total assets
|
$
|
2,730,094
|
|
|
$
|
2,350,090
|
|
Liabilities and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
19,605
|
|
|
$
|
10,623
|
|
Accrued expenses and other current liabilities
|
43,122
|
|
|
24,132
|
|
||
Accrued compensation
|
91,211
|
|
|
56,152
|
|
||
Capital leases
|
—
|
|
|
3,207
|
|
||
Unearned revenue
|
768,741
|
|
|
547,151
|
|
||
Total current liabilities
|
922,679
|
|
|
641,265
|
|
||
Convertible senior notes, net
|
507,476
|
|
|
481,958
|
|
||
Unearned revenue, noncurrent
|
130,988
|
|
|
85,593
|
|
||
Other liabilities
|
32,794
|
|
|
15,299
|
|
||
Total liabilities
|
1,593,937
|
|
|
1,224,115
|
|
||
Commitments and contingencies (Note 11)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value; 10 million shares authorized as of January 31, 2016 and January 31, 2015; no shares issued and outstanding as of January 31, 2016 and January 31, 2015
|
—
|
|
|
—
|
|
||
Class A common stock, $0.001 par value; 750 million shares authorized as of January 31, 2016 and January 31, 2015; 116 million and 105 million shares issued and outstanding as of January 31, 2016 and January 31, 2015
|
115
|
|
|
104
|
|
||
Class B common stock, $0.001 par value; 240 million shares authorized as of January 31, 2016 and January 31, 2015; 79 million and 83 million shares issued and outstanding as of January 31, 2016 and January 31, 2015 (including 1 million shares subject to repurchase, legally issued and outstanding as of January 31, 2016 and January 31, 2015)
|
78
|
|
|
82
|
|
||
Additional paid-in capital
|
2,247,454
|
|
|
1,948,300
|
|
||
Accumulated other comprehensive income (loss)
|
799
|
|
|
(140
|
)
|
||
Accumulated deficit
|
(1,112,289
|
)
|
|
(822,371
|
)
|
||
Total stockholders’ equity
|
1,136,157
|
|
|
1,125,975
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,730,094
|
|
|
$
|
2,350,090
|
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Subscription services
|
$
|
929,234
|
|
|
$
|
613,328
|
|
|
$
|
354,169
|
|
Professional services
|
233,112
|
|
|
174,532
|
|
|
114,769
|
|
|||
Total revenues
|
1,162,346
|
|
|
787,860
|
|
|
468,938
|
|
|||
Costs and expenses
(1)
:
|
|
|
|
|
|
||||||
Costs of subscription services
|
149,869
|
|
|
102,476
|
|
|
69,195
|
|
|||
Costs of professional services
|
224,558
|
|
|
162,327
|
|
|
107,615
|
|
|||
Product development
|
469,944
|
|
|
316,868
|
|
|
182,116
|
|
|||
Sales and marketing
|
434,056
|
|
|
315,840
|
|
|
197,373
|
|
|||
General and administrative
|
148,578
|
|
|
106,051
|
|
|
65,921
|
|
|||
Total costs and expenses
|
1,427,005
|
|
|
1,003,562
|
|
|
622,220
|
|
|||
Operating loss
|
(264,659
|
)
|
|
(215,702
|
)
|
|
(153,282
|
)
|
|||
Other expense, net
|
(24,242
|
)
|
|
(30,270
|
)
|
|
(17,549
|
)
|
|||
Loss before provision for income taxes
|
(288,901
|
)
|
|
(245,972
|
)
|
|
(170,831
|
)
|
|||
Provision for income taxes
|
1,017
|
|
|
2,010
|
|
|
1,678
|
|
|||
Net loss
|
(289,918
|
)
|
|
(247,982
|
)
|
|
(172,509
|
)
|
|||
Net loss attributable to Class A and Class B common stockholders
|
$
|
(289,918
|
)
|
|
$
|
(247,982
|
)
|
|
$
|
(172,509
|
)
|
Net loss per share attributable to Class A and Class B common stockholders, basic and diluted
|
$
|
(1.53
|
)
|
|
$
|
(1.35
|
)
|
|
$
|
(1.01
|
)
|
Weighted-average shares used to compute net loss per share attributable to Class A and Class B common stockholders
|
190,016
|
|
|
183,702
|
|
|
171,297
|
|
(1)
|
Costs and expenses include share-based compensation expenses as follows:
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Costs of subscription services
|
$
|
12,060
|
|
|
$
|
6,053
|
|
|
$
|
2,408
|
|
Costs of professional services
|
19,526
|
|
|
12,890
|
|
|
4,818
|
|
|||
Product development
|
109,362
|
|
|
63,938
|
|
|
21,644
|
|
|||
Sales and marketing
|
51,617
|
|
|
29,875
|
|
|
12,131
|
|
|||
General and administrative
|
57,405
|
|
|
43,292
|
|
|
20,850
|
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss
|
$
|
(289,918
|
)
|
|
$
|
(247,982
|
)
|
|
$
|
(172,509
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||||||
Net change in foreign currency translation adjustment
|
(3,158
|
)
|
|
(525
|
)
|
|
(72
|
)
|
|||
Net change in unrealized gains (losses) on available-for-sale investments
|
(842
|
)
|
|
116
|
|
|
273
|
|
|||
Net change in market value of effective foreign currency forward exchange contracts
|
4,939
|
|
|
—
|
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax:
|
939
|
|
|
(409
|
)
|
|
201
|
|
|||
Comprehensive loss
|
$
|
(288,979
|
)
|
|
$
|
(248,391
|
)
|
|
$
|
(172,308
|
)
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
||||||
Net loss
|
$
|
(289,918
|
)
|
|
$
|
(247,982
|
)
|
|
$
|
(172,509
|
)
|
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
85,939
|
|
|
59,205
|
|
|
34,695
|
|
|||
Share-based compensation expenses
|
249,970
|
|
|
156,048
|
|
|
61,851
|
|
|||
Amortization of deferred costs
|
23,477
|
|
|
19,288
|
|
|
12,219
|
|
|||
Amortization of debt discount and issuance costs
|
25,518
|
|
|
24,171
|
|
|
14,395
|
|
|||
Gain on sale of cost method investment
|
(3,220
|
)
|
|
—
|
|
|
—
|
|
|||
Other
|
1,047
|
|
|
2,924
|
|
|
678
|
|
|||
Changes in operating assets and liabilities, net of business combinations:
|
|
|
|
|
|
||||||
Accounts receivable
|
(105,264
|
)
|
|
(96,876
|
)
|
|
(25,037
|
)
|
|||
Deferred costs
|
(33,899
|
)
|
|
(23,514
|
)
|
|
(21,071
|
)
|
|||
Prepaid expenses and other assets
|
(28,366
|
)
|
|
(15,524
|
)
|
|
(25,876
|
)
|
|||
Accounts payable
|
6,824
|
|
|
1,120
|
|
|
3,547
|
|
|||
Accrued expense and other liabilities
|
59,724
|
|
|
3,964
|
|
|
35,066
|
|
|||
Unearned revenue
|
266,805
|
|
|
219,179
|
|
|
128,305
|
|
|||
Net cash provided by (used in) operating activities
|
258,637
|
|
|
102,003
|
|
|
46,263
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
||||||
Purchases of marketable securities
|
(2,125,841
|
)
|
|
(1,737,840
|
)
|
|
(1,587,240
|
)
|
|||
Maturities of marketable securities
|
1,901,858
|
|
|
1,419,454
|
|
|
983,242
|
|
|||
Sales of available-for-sale securities
|
102,711
|
|
|
53,182
|
|
|
—
|
|
|||
Business combinations, net of cash acquired
|
(31,436
|
)
|
|
(26,317
|
)
|
|
—
|
|
|||
Purchases of property and equipment
|
(133,667
|
)
|
|
(103,646
|
)
|
|
(60,725
|
)
|
|||
Purchases of cost method investments
|
(16,550
|
)
|
|
(10,000
|
)
|
|
(2,000
|
)
|
|||
Sale of cost method investment
|
3,538
|
|
|
—
|
|
|
—
|
|
|||
Purchase of other intangible assets
|
—
|
|
|
—
|
|
|
(15,000
|
)
|
|||
Other
|
(760
|
)
|
|
1,000
|
|
|
(910
|
)
|
|||
Net cash provided by (used in) investing activities
|
(300,147
|
)
|
|
(404,167
|
)
|
|
(682,633
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
||||||
Proceeds from follow-on offering, net of issuance costs
|
—
|
|
|
—
|
|
|
592,241
|
|
|||
Proceeds from borrowings on convertible senior notes, net of issuance costs
|
—
|
|
|
—
|
|
|
584,291
|
|
|||
Proceeds from issuance of warrants
|
—
|
|
|
—
|
|
|
92,708
|
|
|||
Purchase of convertible senior notes hedges
|
—
|
|
|
—
|
|
|
(143,729
|
)
|
|||
Proceeds from issuance of common stock from employee equity plans
|
45,656
|
|
|
36,239
|
|
|
23,692
|
|
|||
Principal payments on capital lease obligations
|
(3,193
|
)
|
|
(9,759
|
)
|
|
(12,129
|
)
|
|||
Shares repurchased for tax withholdings on vesting of restricted stock
|
—
|
|
|
(8,291
|
)
|
|
(3,806
|
)
|
|||
Other
|
1,646
|
|
|
1,266
|
|
|
342
|
|
|||
Net cash provided by (used in) financing activities
|
44,109
|
|
|
19,455
|
|
|
1,133,610
|
|
|||
Effect of exchange rate changes
|
(704
|
)
|
|
(425
|
)
|
|
(72
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
1,895
|
|
|
(283,134
|
)
|
|
497,168
|
|
|||
Cash and cash equivalents at the beginning of period
|
298,192
|
|
|
581,326
|
|
|
84,158
|
|
|||
Cash and cash equivalents at the end of period
|
$
|
300,087
|
|
|
$
|
298,192
|
|
|
$
|
581,326
|
|
Supplemental cash flow data
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
6,456
|
|
|
$
|
6,869
|
|
|
$
|
4,886
|
|
Cash paid for taxes
|
2,124
|
|
|
943
|
|
|
—
|
|
|||
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Property and equipment acquired under capital leases
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
115
|
|
Vesting of early exercised stock options
|
1,887
|
|
|
1,887
|
|
|
3,043
|
|
|||
Purchases of property and equipment, accrued but not paid
|
14,052
|
|
|
8,776
|
|
|
1,613
|
|
|||
Non-cash additions to property and equipment
|
7,256
|
|
|
—
|
|
|
—
|
|
|
Common Stock
Shares |
|
Amount
|
|
Additional
Paid-In Capital |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Accumulated
Deficit |
|
Total
Stockholders’ Equity |
|||||||||||
Balances as of January 31, 2013
|
166,424,872
|
|
|
$
|
162
|
|
|
$
|
993,933
|
|
|
$
|
68
|
|
|
$
|
(401,880
|
)
|
|
$
|
592,283
|
|
Issuance of common stock under employee equity plans
|
8,689,384
|
|
|
10
|
|
|
23,682
|
|
|
—
|
|
|
—
|
|
|
23,692
|
|
|||||
Follow-on offering, net of issuance costs
|
6,900,000
|
|
|
7
|
|
|
592,234
|
|
|
—
|
|
|
—
|
|
|
592,241
|
|
|||||
Vesting of early exercised stock options
|
—
|
|
|
1
|
|
|
3,042
|
|
|
—
|
|
|
—
|
|
|
3,043
|
|
|||||
Vested restricted stock units, net
|
41,775
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Shares withheld for tax withholding on vesting of restricted stock
|
—
|
|
|
—
|
|
|
(3,806
|
)
|
|
—
|
|
|
—
|
|
|
(3,806
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
61,851
|
|
|
—
|
|
|
—
|
|
|
61,851
|
|
|||||
Exercise of warrants
|
1,350,000
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
342
|
|
|
—
|
|
|
—
|
|
|
342
|
|
|||||
Purchase of convertible senior notes hedges
|
—
|
|
|
—
|
|
|
(143,729
|
)
|
|
—
|
|
|
—
|
|
|
(143,729
|
)
|
|||||
Issuance of warrants
|
—
|
|
|
—
|
|
|
92,708
|
|
|
—
|
|
|
—
|
|
|
92,708
|
|
|||||
Equity component of convertible senior notes
|
—
|
|
|
—
|
|
|
140,899
|
|
|
—
|
|
|
—
|
|
|
140,899
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
201
|
|
|
—
|
|
|
201
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(172,509
|
)
|
|
(172,509
|
)
|
|||||
Balances as of January 31, 2014
|
183,406,031
|
|
|
$
|
181
|
|
|
$
|
1,761,156
|
|
|
$
|
269
|
|
|
$
|
(574,389
|
)
|
|
$
|
1,187,217
|
|
Issuance of common stock under employee equity plans
|
3,952,173
|
|
|
4
|
|
|
36,235
|
|
|
—
|
|
|
—
|
|
|
36,239
|
|
|||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|
1,887
|
|
|||||
Vested restricted stock units, net
|
1,057,851
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Shares withheld for tax withholding on vesting of restricted stock
|
—
|
|
|
—
|
|
|
(8,292
|
)
|
|
—
|
|
|
—
|
|
|
(8,292
|
)
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
156,048
|
|
|
—
|
|
|
—
|
|
|
156,048
|
|
|||||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
1,175
|
|
|
—
|
|
|
—
|
|
|
1,175
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
91
|
|
|
—
|
|
|
—
|
|
|
91
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(409
|
)
|
|
—
|
|
|
(409
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(247,982
|
)
|
|
(247,982
|
)
|
|||||
Balances as of January 31, 2015
|
188,416,055
|
|
|
$
|
186
|
|
|
$
|
1,948,300
|
|
|
$
|
(140
|
)
|
|
$
|
(822,371
|
)
|
|
$
|
1,125,975
|
|
Issuance of common stock under employee equity plans
|
4,103,433
|
|
|
5
|
|
|
45,651
|
|
|
—
|
|
|
—
|
|
|
45,656
|
|
|||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
1,887
|
|
|
—
|
|
|
—
|
|
|
1,887
|
|
|||||
Vested restricted stock units, net
|
1,959,862
|
|
|
2
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Share-based compensation
|
—
|
|
|
—
|
|
|
249,970
|
|
|
—
|
|
|
—
|
|
|
249,970
|
|
|||||
Excess tax benefits from share-based compensation
|
—
|
|
|
—
|
|
|
1,646
|
|
|
—
|
|
|
—
|
|
|
1,646
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
939
|
|
|
—
|
|
|
939
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(289,918
|
)
|
|
(289,918
|
)
|
|||||
Balances as of January 31, 2016
|
194,479,350
|
|
|
$
|
193
|
|
|
$
|
2,247,454
|
|
|
$
|
799
|
|
|
$
|
(1,112,289
|
)
|
|
$
|
1,136,157
|
|
•
|
There is persuasive evidence of an arrangement;
|
•
|
The service has been or is being provided to the customer;
|
•
|
Collection of the fees is reasonably assured; and
|
•
|
The amount of fees to be paid by the customer is fixed or determinable.
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Aggregate
Fair Value
|
||||||||
U.S. agency obligations
|
$
|
1,018,513
|
|
|
$
|
127
|
|
|
$
|
(405
|
)
|
|
$
|
1,018,235
|
|
U.S. treasury securities
|
338,736
|
|
|
70
|
|
|
(141
|
)
|
|
338,665
|
|
||||
U.S. corporate securities
|
135,065
|
|
|
36
|
|
|
(18
|
)
|
|
135,083
|
|
||||
Commercial paper
|
177,390
|
|
|
—
|
|
|
(1
|
)
|
|
177,389
|
|
||||
Money market funds
|
148,961
|
|
|
—
|
|
|
—
|
|
|
148,961
|
|
||||
|
$
|
1,818,665
|
|
|
$
|
233
|
|
|
$
|
(565
|
)
|
|
$
|
1,818,333
|
|
Included in cash and cash equivalents
|
$
|
148,961
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
148,961
|
|
Included in marketable securities
|
$
|
1,669,704
|
|
|
$
|
233
|
|
|
$
|
(565
|
)
|
|
$
|
1,669,372
|
|
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Aggregate
Fair Value
|
||||||||
U.S. agency obligations
|
$
|
1,303,829
|
|
|
$
|
422
|
|
|
$
|
(16
|
)
|
|
$
|
1,304,235
|
|
U.S. treasury securities
|
180,559
|
|
|
91
|
|
|
(1
|
)
|
|
180,649
|
|
||||
U.S. corporate securities
|
99,618
|
|
|
27
|
|
|
(13
|
)
|
|
99,632
|
|
||||
Commercial paper
|
89,984
|
|
|
—
|
|
|
—
|
|
|
89,984
|
|
||||
Money market funds
|
142,137
|
|
|
—
|
|
|
—
|
|
|
142,137
|
|
||||
|
$
|
1,816,127
|
|
|
$
|
540
|
|
|
$
|
(30
|
)
|
|
$
|
1,816,637
|
|
Included in cash and cash equivalents
|
$
|
257,120
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
257,120
|
|
Included in marketable securities
|
$
|
1,559,007
|
|
|
$
|
540
|
|
|
$
|
(30
|
)
|
|
$
|
1,559,517
|
|
|
January 31,
|
||||||
|
2016
|
|
2015
|
||||
Current:
|
|
|
|
||||
Deferred professional service costs
|
$
|
895
|
|
|
$
|
3,606
|
|
Deferred sales commissions
|
20,922
|
|
|
16,865
|
|
||
Total
|
$
|
21,817
|
|
|
$
|
20,471
|
|
Noncurrent:
|
|
|
|
||||
Deferred professional service costs
|
$
|
360
|
|
|
$
|
1,254
|
|
Deferred sales commissions
|
29,714
|
|
|
19,744
|
|
||
Total
|
$
|
30,074
|
|
|
$
|
20,998
|
|
|
January 31,
|
||||||
|
2016
|
|
2015
|
||||
Computers, equipment and software
|
$
|
230,705
|
|
|
$
|
139,569
|
|
Computers, equipment and software acquired under capital leases
|
24,400
|
|
|
34,112
|
|
||
Furniture and fixtures
|
18,894
|
|
|
13,082
|
|
||
Leasehold improvements
|
90,562
|
|
|
47,496
|
|
||
|
364,561
|
|
|
234,259
|
|
||
Less accumulated depreciation and amortization
|
(150,403
|
)
|
|
(94,123
|
)
|
||
Property and equipment, net
|
$
|
214,158
|
|
|
$
|
140,136
|
|
Cash
|
$
|
2,143
|
|
Developed technology
|
17,660
|
|
|
Deferred revenue
|
(214
|
)
|
|
Net deferred tax liability
|
(3,796
|
)
|
|
Net liabilities assumed
|
(1,195
|
)
|
|
Net assets acquired
|
14,598
|
|
|
Goodwill
|
18,981
|
|
|
Total purchase consideration
|
$
|
33,579
|
|
|
January 31,
|
||||||
|
2016
|
|
2015
|
||||
Acquired developed technology
|
$
|
20,461
|
|
|
$
|
4,200
|
|
Customer relationship assets
|
338
|
|
|
338
|
|
||
|
20,799
|
|
|
4,538
|
|
||
Less accumulated amortization
|
(5,308
|
)
|
|
(2,071
|
)
|
||
Acquisition-related intangible assets, net
|
15,491
|
|
|
2,467
|
|
||
Goodwill
|
50,325
|
|
|
32,312
|
|
||
Goodwill and acquisition-related intangible assets, net
|
$
|
65,816
|
|
|
$
|
34,779
|
|
|
January 31,
|
||||||
|
2016
|
|
2015
|
||||
Cost method investment
|
$
|
28,742
|
|
|
$
|
12,910
|
|
Acquired land leasehold interest, net
|
9,781
|
|
|
9,886
|
|
||
Technology patents, net
|
3,020
|
|
|
3,942
|
|
||
Other
|
16,195
|
|
|
19,052
|
|
||
Total
|
$
|
57,738
|
|
|
$
|
45,790
|
|
|
|
Fair Value Measurements as of
January 31, 2016 |
||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
U.S. agency obligations
|
|
$
|
—
|
|
|
$
|
1,018,235
|
|
|
1,018,235
|
|
|
U.S. treasury securities
|
|
338,665
|
|
|
—
|
|
|
338,665
|
|
|||
U.S. corporate securities
|
|
—
|
|
|
135,083
|
|
|
135,083
|
|
|||
Commercial paper
|
|
—
|
|
|
177,389
|
|
|
177,389
|
|
|||
Money market funds
|
|
148,961
|
|
|
—
|
|
|
148,961
|
|
|||
|
|
$
|
487,626
|
|
|
$
|
1,330,707
|
|
|
$
|
1,818,333
|
|
Included in cash and cash equivalents
|
|
|
|
|
|
$
|
148,961
|
|
||||
Included in marketable securities
|
|
|
|
|
|
$
|
1,669,372
|
|
|
|
Fair Value Measurements as of
January 31, 2015 |
||||||||||
Description
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
U.S. agency obligations
|
|
$
|
—
|
|
|
$
|
1,304,235
|
|
|
$
|
1,304,235
|
|
U.S. treasury securities
|
|
180,649
|
|
|
—
|
|
|
180,649
|
|
|||
U.S. corporate securities
|
|
—
|
|
|
99,632
|
|
|
99,632
|
|
|||
Commercial paper
|
|
—
|
|
|
89,984
|
|
|
89,984
|
|
|||
Money market funds
|
|
142,137
|
|
|
—
|
|
|
142,137
|
|
|||
|
|
$
|
322,786
|
|
|
$
|
1,493,851
|
|
|
$
|
1,816,637
|
|
Included in cash and cash equivalents
|
|
|
|
|
|
$
|
257,120
|
|
||||
Included in marketable securities
|
|
|
|
|
|
$
|
1,559,517
|
|
|
January 31, 2016
|
|
January 31, 2015
|
||||||||||||
|
Net Carrying Amount before unamortized debt issuance costs
|
|
Estimated
Fair Value
|
|
Net Carrying Amount before unamortized debt issuance costs
|
|
Estimated
Fair Value
|
||||||||
0.75% Convertible senior notes
|
$
|
310,013
|
|
|
$
|
362,250
|
|
|
$
|
295,276
|
|
|
$
|
407,750
|
|
1.50% Convertible senior notes
|
203,923
|
|
|
264,063
|
|
|
195,225
|
|
|
299,063
|
|
|
|
|
|
January 31,
|
||||||
|
|
Consolidated Balance Sheets Location
|
|
2016
|
|
2015
|
||||
Derivative Assets:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts designated as cash flow hedges
|
|
Prepaid expenses and other current assets
|
|
$
|
4,695
|
|
|
$
|
—
|
|
Foreign currency forward contracts not designated as hedges
|
|
Prepaid expenses and other current assets
|
|
605
|
|
|
371
|
|
||
Derivative Liabilities:
|
|
|
|
|
|
|
||||
Foreign currency forward contracts designated as cash flow hedges
|
|
Accrued expenses and other current liabilities
|
|
$
|
98
|
|
|
$
|
—
|
|
Foreign currency forward contracts not designated as hedges
|
|
Accrued expenses and other current liabilities
|
|
56
|
|
|
5
|
|
|
|
|
|
January 31,
|
||||||||||
|
|
Consolidated Statements of Operations Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
Gains (losses) recognized in OCI (effective portion)
(1)
|
|
Accumulated other comprehensive income (loss)
|
|
$
|
4,939
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gains (losses) reclassified from OCI into income (effective portion)
|
|
Revenues
|
|
3
|
|
|
—
|
|
|
—
|
|
|||
Gains (losses) recognized in income (amount excluded from effectiveness testing and ineffective portion)
|
|
Other expense, net
|
|
148
|
|
|
—
|
|
|
—
|
|
(1)
|
Of the total effective portion of foreign currency forward contracts designated as cash flow hedges as of
January 31, 2016
,
$0.5 million
is expected to be reclassified out of Accumulated other comprehensive income (loss) within the next 12 months.
|
|
|
|
|
January 31,
|
||||||||||
Derivative Type
|
|
Consolidated Statements of Operations Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
Foreign currency forward contracts not designated as hedges
|
|
Other expense, net
|
|
$
|
876
|
|
|
$
|
441
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||
|
Gross Amounts of Recognized Assets
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts of Assets Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Received
|
|
Net Assets Exposed
|
||||||||||||
Derivative Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
212
|
|
|
$
|
—
|
|
|
$
|
212
|
|
|
$
|
(82
|
)
|
|
$
|
—
|
|
|
$
|
130
|
|
Counterparty B
|
760
|
|
|
—
|
|
|
760
|
|
|
—
|
|
|
—
|
|
|
760
|
|
||||||
Counterparty C
|
4,328
|
|
|
—
|
|
|
4,328
|
|
|
(72
|
)
|
|
—
|
|
|
4,256
|
|
||||||
Total
|
$
|
5,300
|
|
|
$
|
—
|
|
|
$
|
5,300
|
|
|
$
|
(154
|
)
|
|
$
|
—
|
|
|
$
|
5,146
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset in the Consolidated Balance Sheets
|
|
|
||||||||||||||
|
Gross Amounts of Recognized Liabilities
|
|
Gross Amounts Offset in the Consolidated Balance Sheets
|
|
Net Amounts of Liabilities Presented in the Consolidated Balance Sheets
|
|
Financial Instruments
|
|
Cash Collateral Pledged
|
|
Net Liabilities Exposed
|
||||||||||||
Derivative Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Counterparty A
|
$
|
82
|
|
|
$
|
—
|
|
|
$
|
82
|
|
|
$
|
(82
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Counterparty B
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Counterparty C
|
72
|
|
|
—
|
|
|
72
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
154
|
|
|
$
|
—
|
|
|
$
|
154
|
|
|
$
|
(154
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
•
|
if the last reported sale price of Class A common stock for at least
twenty
trading days during a period of
thirty
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price of the respective Notes on each applicable trading day;
|
•
|
during the five business day period after any
five
consecutive trading day period in which the trading price per $1,000 principal amount of the respective Notes for each day of that five day consecutive trading day period was less than
98%
of the product of the last reported sale price of Class A common stock and the conversion rate of the respective Notes on such trading day; or
|
•
|
upon the occurrence of specified corporate events, as noted in the Indentures.
|
|
January 31, 2016
|
|
January 31, 2015
|
||||||||||||
|
2018 Notes
|
|
2020 Notes
|
|
2018 Notes
|
|
2020 Notes
|
||||||||
Principal amounts:
|
|
|
|
|
|
|
|
||||||||
Principal
|
$
|
350,000
|
|
|
$
|
250,000
|
|
|
$
|
350,000
|
|
|
$
|
250,000
|
|
Unamortized debt discount
(1)
|
(39,987
|
)
|
|
(46,077
|
)
|
|
(54,724
|
)
|
|
(54,775
|
)
|
||||
Net carrying amount before unamortized debt issuance costs
|
310,013
|
|
|
203,923
|
|
|
295,276
|
|
|
195,225
|
|
||||
Unamortized debt issuance costs
(1)(2)
|
(3,458
|
)
|
|
(3,002
|
)
|
|
(4,866
|
)
|
|
(3,677
|
)
|
||||
Net carrying amount
|
$
|
306,555
|
|
|
$
|
200,921
|
|
|
$
|
290,410
|
|
|
$
|
191,548
|
|
Carrying amount of the equity component
(3)
|
$
|
74,892
|
|
|
$
|
66,007
|
|
|
$
|
74,892
|
|
|
$
|
66,007
|
|
(1)
|
Included in the consolidated balance sheets within Convertible senior notes, net and amortized over the remaining lives of the Notes on the straight-line basis as it approximates the effective interest rate method.
|
(2)
|
We adopted ASU 2015-03 on January 31, 2016 and have applied the new guidance retrospectively to all prior periods presented in the financial statements to conform to the fiscal 2016 presentation. See Note 2 for additional information.
|
(3)
|
Included in the consolidated balance sheets within Additional paid-in capital, net of
$2 million
and
$2 million
for the 2018 Notes and 2020 Notes, respectively, in equity issuance costs.
|
|
Year Ended January 31,
|
||||||||||||||
|
2016
|
|
2015
|
||||||||||||
|
2018 Notes
|
|
2020 Notes
|
|
2018 Notes
|
|
2020 Notes
|
||||||||
Contractual interest expense
|
$
|
2,625
|
|
|
$
|
3,750
|
|
|
$
|
2,625
|
|
|
$
|
3,750
|
|
Interest cost related to amortization of debt issuance costs
|
1,408
|
|
|
675
|
|
|
1,408
|
|
|
674
|
|
||||
Interest cost related to amortization of the debt discount
|
14,737
|
|
|
8,698
|
|
|
13,916
|
|
|
8,172
|
|
|
Operating
Leases |
|
Operating Leases
with Related Party |
||||
2017
|
$
|
44,370
|
|
|
$
|
7,540
|
|
2018
|
31,075
|
|
|
8,882
|
|
||
2019
|
25,362
|
|
|
9,069
|
|
||
2020
|
20,566
|
|
|
9,256
|
|
||
2021
|
16,611
|
|
|
9,443
|
|
||
Thereafter
|
39,181
|
|
|
33,125
|
|
||
|
$
|
177,165
|
|
|
$
|
77,315
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair Value |
|||
Balance as of January 31, 2015
|
6,409,132
|
|
|
$
|
76.93
|
|
RSUs granted
|
5,307,070
|
|
|
85.29
|
|
|
RSUs vested
|
(1,959,862
|
)
|
|
77.21
|
|
|
RSUs forfeited
|
(545,258
|
)
|
|
80.44
|
|
|
Balance as of January 31, 2016
|
9,211,082
|
|
|
$
|
81.48
|
|
|
Year Ended January 31,
|
||||
Stock Options
|
2016
|
|
2015
|
|
2014
|
Expected volatility
|
n/a
|
|
n/a
|
|
54.8% – 55.8%
|
Expected term (in years)
|
n/a
|
|
n/a
|
|
6.11
|
Risk-free interest rate
|
n/a
|
|
n/a
|
|
0.9% - 1.8%
|
Dividend yield
|
n/a
|
|
n/a
|
|
—%
|
|
Year Ended January 31,
|
||||
ESPP
|
2016
|
|
2015
|
|
2014
|
Expected volatility
|
32.0% – 34.2%
|
|
32.8% – 37.7%
|
|
27.7% – 30.4%
|
Expected term (in years)
|
0.5
|
|
0.5
|
|
0.5
|
Risk-free interest rate
|
0.26% – 0.51%
|
|
0.01% - 0.1%
|
|
0.1%
|
Dividend yield
|
—%
|
|
—%
|
|
—%
|
Weighted-average grant date fair value per share
|
$67.23 – 71.81
|
|
$64.12 – 72.26
|
|
$52.88 – 68.43
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Interest income
|
$
|
4,855
|
|
|
$
|
2,960
|
|
|
$
|
1,992
|
|
Interest expense
(1)
|
(31,932
|
)
|
|
(31,060
|
)
|
|
(19,618
|
)
|
|||
Gain from sale of cost method investment
|
3,220
|
|
|
—
|
|
|
—
|
|
|||
Other income (expense)
|
(385
|
)
|
|
(2,170
|
)
|
|
77
|
|
|||
Other expense, net
|
$
|
(24,242
|
)
|
|
$
|
(30,270
|
)
|
|
$
|
(17,549
|
)
|
(1)
|
Interest expense includes the contractual interest expense related to the 2018 Notes and 2020 Notes and non-cash interest related to amortization of the debt discount and debt issuance costs (see Note 10).
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
(131,377
|
)
|
|
$
|
(93,619
|
)
|
|
$
|
(49,652
|
)
|
Foreign
|
(157,524
|
)
|
|
(152,353
|
)
|
|
(121,179
|
)
|
|||
Total
|
$
|
(288,901
|
)
|
|
$
|
(245,972
|
)
|
|
$
|
(170,831
|
)
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(2,012
|
)
|
|
$
|
90
|
|
|
$
|
60
|
|
State
|
489
|
|
|
106
|
|
|
178
|
|
|||
Foreign
|
2,869
|
|
|
2,128
|
|
|
1,440
|
|
|||
Total
|
$
|
1,346
|
|
|
$
|
2,324
|
|
|
$
|
1,678
|
|
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
(329
|
)
|
|
(314
|
)
|
|
—
|
|
|||
Total
|
(329
|
)
|
|
(314
|
)
|
|
—
|
|
|||
Provision for income taxes
|
$
|
1,017
|
|
|
$
|
2,010
|
|
|
$
|
1,678
|
|
|
January 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Unearned revenue
|
$
|
35,884
|
|
|
$
|
29,093
|
|
Other reserves and accruals
|
29,919
|
|
|
16,337
|
|
||
Federal net operating loss carryforwards
|
59,497
|
|
|
82,434
|
|
||
State and foreign net operating loss carryforwards
|
21,357
|
|
|
23,047
|
|
||
Property and equipment
|
19,518
|
|
|
18,864
|
|
||
Share-based compensation
|
61,930
|
|
|
34,009
|
|
||
Research and development credits
|
51,340
|
|
|
38,738
|
|
||
Other
|
7,725
|
|
|
4,767
|
|
||
|
287,170
|
|
|
247,289
|
|
||
Valuation allowance
|
(222,760
|
)
|
|
(177,211
|
)
|
||
Deferred tax assets, net of valuation allowance
|
64,410
|
|
|
70,078
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Intercompany transactions
|
(62,951
|
)
|
|
(61,389
|
)
|
||
Other prepaid assets
|
(898
|
)
|
|
(7,255
|
)
|
||
Other
|
—
|
|
|
(783
|
)
|
||
|
(63,849
|
)
|
|
(69,427
|
)
|
||
Net deferred tax assets
|
$
|
561
|
|
|
$
|
651
|
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Unrecognized tax benefits at the beginning of the period
|
$
|
88,663
|
|
|
$
|
77,090
|
|
|
$
|
15,577
|
|
Additions for tax positions taken in prior years
|
2,818
|
|
|
3,946
|
|
|
1,928
|
|
|||
Reductions for tax positions taken in prior years
|
(881
|
)
|
|
(49
|
)
|
|
(10,982
|
)
|
|||
Additions for tax positions related to the current year
|
9,144
|
|
|
7,676
|
|
|
70,567
|
|
|||
Reductions related to a lapse of applicable statute of limitations
|
(1,284
|
)
|
|
—
|
|
|
—
|
|
|||
Unrecognized tax benefits at the end of the period
|
$
|
98,460
|
|
|
$
|
88,663
|
|
|
$
|
77,090
|
|
|
Year Ended January 31,
|
||||||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||||||||||||
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
|
Class A
|
|
Class B
|
||||||||||||
Basic and diluted net loss attributable to Class A and Class B common stockholders per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allocation of distributed net loss attributable to common stockholders
|
$
|
(168,832
|
)
|
|
$
|
(121,086
|
)
|
|
$
|
(133,736
|
)
|
|
$
|
(114,246
|
)
|
|
$
|
(64,985
|
)
|
|
$
|
(107,524
|
)
|
Denominator:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Weighted-average common shares outstanding
|
110,655
|
|
|
79,361
|
|
|
99,070
|
|
|
84,632
|
|
|
64,528
|
|
|
106,769
|
|
||||||
Basic and diluted net loss per share
|
$
|
(1.53
|
)
|
|
$
|
(1.53
|
)
|
|
$
|
(1.35
|
)
|
|
$
|
(1.35
|
)
|
|
$
|
(1.01
|
)
|
|
$
|
(1.01
|
)
|
|
Year Ended January 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Outstanding common stock options
|
12,863
|
|
|
16,664
|
|
|
20,706
|
|
Shares subject to repurchase
|
621
|
|
|
1,164
|
|
|
1,709
|
|
Unvested restricted stock awards, units, and PRSUs
|
9,851
|
|
|
7,283
|
|
|
4,999
|
|
Shares related to the convertible senior notes
|
7,261
|
|
|
7,261
|
|
|
7,261
|
|
Shares subject to warrants related to the issuance of convertible senior notes
|
7,261
|
|
|
7,261
|
|
|
7,261
|
|
Shares issuable pursuant to the ESPP
|
345
|
|
|
246
|
|
|
182
|
|
|
38,202
|
|
|
39,879
|
|
|
42,118
|
|
|
Year Ended January 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
974,217
|
|
|
$
|
657,085
|
|
|
$
|
394,564
|
|
International
|
188,129
|
|
|
130,775
|
|
|
74,374
|
|
|||
Total
|
$
|
1,162,346
|
|
|
$
|
787,860
|
|
|
$
|
468,938
|
|
|
Quarter ended
|
||||||||||||||||||||||||||||||
|
January 31,
2016 |
|
October 31,
2015 |
|
July 31,
2015 |
|
April 30,
2015 |
|
January 31,
2015 |
|
October 31,
2014 |
|
July 31,
2014 |
|
April 30,
2014 |
||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Total revenues
|
$
|
323,427
|
|
|
$
|
305,266
|
|
|
$
|
282,696
|
|
|
$
|
250,957
|
|
|
$
|
226,273
|
|
|
$
|
215,070
|
|
|
$
|
186,780
|
|
|
$
|
159,737
|
|
Operating loss
|
(73,441
|
)
|
|
(70,174
|
)
|
|
(67,640
|
)
|
|
(53,404
|
)
|
|
(50,384
|
)
|
|
(51,466
|
)
|
|
(61,769
|
)
|
|
(52,083
|
)
|
||||||||
Net loss
|
(81,128
|
)
|
|
(77,811
|
)
|
|
(69,421
|
)
|
|
(61,558
|
)
|
|
(59,466
|
)
|
|
(59,912
|
)
|
|
(69,215
|
)
|
|
(59,389
|
)
|
||||||||
Net loss per share, basic and diluted
|
(0.42
|
)
|
|
(0.41
|
)
|
|
(0.37
|
)
|
|
(0.33
|
)
|
|
(0.32
|
)
|
|
(0.33
|
)
|
|
(0.38
|
)
|
|
(0.32
|
)
|
Exhibit
No.
|
|
Exhibit
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
|||||
3.1
|
|
Restated Certificate of Incorporation of the Registrant
|
|
10-Q
|
|
001-35680
|
|
December 7, 2012
|
|
3.1
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Registrant
|
|
8-K
|
|
001-35680
|
|
June 5, 2015
|
|
3.1
|
|
|
4.1
|
|
Form of Registrant’s Class A common stock certificate
|
|
S-1/A
|
|
333-183640
|
|
October 1, 2012
|
|
4.1
|
|
|
4.2
|
|
Form of Registrant’s Class B common stock certificate
|
|
S-8
|
|
333-184395
|
|
October 12, 2012
|
|
4.9
|
|
|
4.3
|
|
2018 Indenture dated June 17, 2013 between Workday, Inc. and Wells Fargo Bank, National Association
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
4.1
|
|
|
4.4
|
|
2020 Indenture dated June 17, 2013 between Workday, Inc. and Wells Fargo Bank, National Association
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
4.2
|
|
|
10.1
|
|
Form of Indemnification Agreement
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.1
|
|
|
10.2†
|
|
2005 Stock Plan, as amended and form of stock option and stock option exercise agreement
|
|
10-Q
|
|
001-35680
|
|
June 5, 2013
|
|
10.12
|
|
|
10.3†
|
|
2012 Equity Incentive Plan
|
|
S-8
|
|
333-187665
|
|
April 1, 2013
|
|
4.4
|
|
|
10.4†
|
|
2012 Equity Incentive Plan form of agreements
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.3
|
|
|
10.5†
|
|
2012 Employee Stock Purchase Plan
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.4
|
|
|
10.6†
|
|
Offer Letter between Michael A. Stankey and the Registrant, dated September 4, 2009
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.5
|
|
|
10.7†
|
|
Offer Letter between James P. Shaughnessy and the Registrant, dated July 7, 2011
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.6
|
|
|
10.8†
|
|
Offer Letter between Mark S. Peek and the Registrant, dated April 9, 2012, as amended May 22, 2012
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.7
|
|
|
10.9†
|
|
Offer Letter between James J. Bozzini and the Registrant dated December 4, 2006
|
|
10-K
|
|
001-365680
|
|
March 31, 2014
|
|
10.9
|
|
|
10.10†
|
|
Offer Letter between Phil Wilmington and the Registrant dated February 15, 2015
|
|
10-K
|
|
|
|
|
|
|
|
X
|
10.11
|
|
Office Lease Agreement, dated September 18, 2008, between Registrant and 6200 Stoneridge Mall Road Investors, LLC
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.8
|
|
|
10.12
|
|
Restated and Amended Pleasanton Ground Lease by and between San Francisco Bay Area Rapid Transit District and CREA/Windstar Pleasanton, LLC and related assignment agreement dated January 30, 2014
|
|
10-K
|
|
001-365680
|
|
March 31, 2014
|
|
10.11
|
|
|
10.13
|
|
Stock Restriction Agreement, by and among the Registrant, David A. Duffield and Aneel Bhusri
|
|
S-1/A
|
|
333-183640
|
|
October 1, 2012
|
|
10.11
|
|
|
Exhibit
No.
|
|
Exhibit
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
|||||
10.14
|
|
Form of Convertible Bond Hedge Confirmation (2018)
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
99.1
|
|
|
10.15
|
|
Form of Warrant Confirmation (2018)
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
99.2
|
|
|
10.16
|
|
Form of Convertible Bond Hedge Confirmation (2020)
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
99.3
|
|
|
10.17
|
|
Form of Warrant Confirmation (2020)
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
99.4
|
|
|
10.18
|
|
Form of Additional Convertible Bond Hedge Confirmation (2018)
|
|
8-K
|
|
001-35680
|
|
June 24, 2013
|
|
99.1
|
|
|
10.19
|
|
Form of Additional Warrant Confirmation (2018)
|
|
8-K
|
|
001-35680
|
|
June 24, 2013
|
|
99.2
|
|
|
10.20
|
|
Form of Additional Convertible Bond Hedge Confirmation (2020)
|
|
8-K
|
|
001-35680
|
|
June 24, 2013
|
|
99.3
|
|
|
10.21
|
|
Form of Additional Warrant Confirmation (2020)
|
|
8-K
|
|
001-35680
|
|
June 24, 2013
|
|
99.4
|
|
|
21.1
|
|
List of Subsidiaries of Registrant
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (see page 73 to this Report)
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.1*
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.2*
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
†
|
Indicates a management contract or compensatory plan.
|
*
|
As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Workday, Inc. under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.
|
|
WORKDAY, INC.
|
|
|
|
/s/ Mark S. Peek
|
|
Mark S. Peek
Co-President and Chief Financial Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Aneel Bhusri
|
|
Chief Executive Officer
|
|
March 22, 2016
|
Aneel Bhusri
|
|
(Principal Executive Officer)
|
|
|
|
|
|
||
/s/ Mark S. Peek
|
|
Co-President and Chief Financial Officer
|
|
March 22, 2016
|
Mark S. Peek
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
|
||
/s/ A. George Battle
|
|
Director
|
|
March 22, 2016
|
A. George Battle
|
|
|
|
|
|
|
|
||
/s/ Christa Davies
|
|
Director
|
|
March 22, 2016
|
Christa Davies
|
|
|
|
|
|
|
|
|
|
/s/ David A. Duffield
|
|
Director
|
|
March 22, 2016
|
David A. Duffield
|
|
|
|
|
|
|
|
||
/s/ Michael M. McNamara
|
|
Director
|
|
March 22, 2016
|
Michael M. McNamara
|
|
|
|
|
|
|
|
||
/s/ Michael A. Stankey
|
|
Director
|
|
March 22, 2016
|
Michael A. Stankey
|
|
|
|
|
|
|
|
||
/s/ George J. Still, Jr.
|
|
Director
|
|
March 22, 2016
|
George J. Still, Jr.
|
|
|
|
|
|
|
|
||
/s/ Jerry Yang
|
|
Director
|
|
March 22, 2016
|
Jerry Yang
|
|
|
|
|
Exhibit
No.
|
|
Exhibit
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
|||||
3.1
|
|
Restated Certificate of Incorporation of the Registrant
|
|
10-Q
|
|
001-35680
|
|
December 7, 2012
|
|
3.1
|
|
|
3.2
|
|
Amended and Restated Bylaws of the Registrant
|
|
8-K
|
|
001-35680
|
|
June 5, 2015
|
|
3.1
|
|
|
4.1
|
|
Form of Registrant’s Class A common stock certificate
|
|
S-1/A
|
|
333-183640
|
|
October 1, 2012
|
|
4.1
|
|
|
4.2
|
|
Form of Registrant’s Class B common stock certificate
|
|
S-8
|
|
333-184395
|
|
October 12, 2012
|
|
4.9
|
|
|
4.3
|
|
2018 Indenture dated June 17, 2013 between Workday, Inc. and Wells Fargo Bank, National Association
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
4.1
|
|
|
4.4
|
|
2020 Indenture dated June 17, 2013 between Workday, Inc. and Wells Fargo Bank, National Association
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
4.2
|
|
|
10.1
|
|
Form of Indemnification Agreement
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.1
|
|
|
10.2†
|
|
2005 Stock Plan, as amended and form of stock option and stock option exercise agreement
|
|
10-Q
|
|
001-35680
|
|
June 5, 2013
|
|
10.12
|
|
|
10.3†
|
|
2012 Equity Incentive Plan
|
|
S-8
|
|
333-187665
|
|
April 1, 2013
|
|
4.4
|
|
|
10.4†
|
|
2012 Equity Incentive Plan form of agreements
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.3
|
|
|
10.5†
|
|
2012 Employee Stock Purchase Plan
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.4
|
|
|
10.6†
|
|
Offer Letter between Michael A. Stankey and the Registrant, dated September 4, 2009
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.5
|
|
|
10.7†
|
|
Offer Letter between James P. Shaughnessy and the Registrant, dated July 7, 2011
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.6
|
|
|
10.8†
|
|
Offer Letter between Mark S. Peek and the Registrant, dated April 9, 2012, as amended May 22, 2012
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.7
|
|
|
10.9†
|
|
Offer Letter between James J. Bozzini and the Registrant dated December 4, 2006
|
|
10-K
|
|
001-365680
|
|
March 31, 2014
|
|
10.9
|
|
|
10.10†
|
|
Offer Letter between Phil Wilmington and the Registrant dated February 15, 2015
|
|
10-K
|
|
|
|
|
|
|
|
X
|
10.11
|
|
Office Lease Agreement, dated September 18, 2008, between Registrant and 6200 Stoneridge Mall Road Investors, LLC
|
|
S-1
|
|
333-183640
|
|
August 30, 2012
|
|
10.8
|
|
|
10.12
|
|
Restated and Amended Pleasanton Ground Lease by and between San Francisco Bay Area Rapid Transit District and CREA/Windstar Pleasanton, LLC and related assignment agreement dated January 30, 2014
|
|
10-K
|
|
001-365680
|
|
March 31, 2014
|
|
10.11
|
|
|
10.13
|
|
Stock Restriction Agreement, by and among the Registrant, David A. Duffield and Aneel Bhusri
|
|
S-1/A
|
|
333-183640
|
|
October 1, 2012
|
|
10.11
|
|
|
10.14
|
|
Form of Convertible Bond Hedge Confirmation (2018)
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
99.1
|
|
|
10.15
|
|
Form of Warrant Confirmation (2018)
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
99.2
|
|
|
Exhibit
No.
|
|
Exhibit
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Filing Date
|
|
Exhibit No.
|
|
|||||
10.16
|
|
Form of Convertible Bond Hedge Confirmation (2020)
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
99.3
|
|
|
10.17
|
|
Form of Warrant Confirmation (2020)
|
|
8-K
|
|
001-35680
|
|
June 17, 2013
|
|
99.4
|
|
|
10.18
|
|
Form of Additional Convertible Bond Hedge Confirmation (2018)
|
|
8-K
|
|
001-35680
|
|
June 24, 2013
|
|
99.1
|
|
|
10.19
|
|
Form of Additional Warrant Confirmation (2018)
|
|
8-K
|
|
001-35680
|
|
June 24, 2013
|
|
99.2
|
|
|
10.20
|
|
Form of Additional Convertible Bond Hedge Confirmation (2020)
|
|
8-K
|
|
001-35680
|
|
June 24, 2013
|
|
99.3
|
|
|
10.21
|
|
Form of Additional Warrant Confirmation (2020)
|
|
8-K
|
|
001-35680
|
|
June 24, 2013
|
|
99.4
|
|
|
21.1
|
|
List of Subsidiaries of Registrant.
|
|
|
|
|
|
|
|
|
|
X
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
|
|
|
X
|
24.1
|
|
Power of Attorney (see page 73 to this Report)
|
|
|
|
|
|
|
|
|
|
X
|
31.1
|
|
Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
31.2
|
|
Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.1*
|
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
32.2*
|
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
X
|
†
|
Indicates a management contract or compensatory plan.
|
*
|
As contemplated by SEC Release No. 33-8212, these exhibits are furnished with this Annual Report on Form 10-K and are not deemed filed with the Securities and Exchange Commission and are not incorporated by reference in any filing of Workday, Inc. under the Securities Act of 1933 or the Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in such filings.
|
|
|
Sincerely,
|
|
|
/s/ Ashley Goldsmith
|
|
|
Ashley Goldsmith
|
|
|
Chief Human Resources Officer
|
By:
|
/s/ Phil Wilmington
|
|
Dated:
|
2/23/2015
|
|
Name
|
|
Jurisdiction
|
Canada Workday ULC
|
|
Canada
|
Gridcraft, Inc.
|
|
Delaware
|
MediaCore (EMEA) Limited
|
|
United Kingdom
|
MediaCore Technologies, Inc.
|
|
British Columbia
|
Tri-Valley Reseller, LLC
|
|
Delaware
|
Vineyard Sound, LLC
|
|
Delaware
|
Workday (Beijing) Co., Ltd
|
|
China
|
Workday (NZ) Unlimited
|
|
New Zealand
|
Workday (UK) Limited
|
|
United Kingdom
|
Workday Asia Pacific Limited
|
|
Hong Kong
|
Workday Australia Pty. Ltd.
|
|
Australia
|
Workday B.V.
|
|
Netherlands
|
Workday Belgium SPRL
|
|
Belgium
|
Workday Denmark Aps
|
|
Denmark
|
Workday España SL
|
|
Spain
|
Workday France
|
|
France
|
Workday Global, Inc
|
|
Delaware
|
Workday GmbH
|
|
Germany
|
Workday International Limited
|
|
Ireland
|
Workday K.K.
|
|
Japan
|
Workday Korea Limited
|
|
South Korea
|
Workday Limited
|
|
Ireland
|
Workday Malaysia Sdn. Bhd.
|
|
Malaysia
|
Workday Polska sp. z.o.o
|
|
Poland
|
Workday Singapore Pte. Ltd.
|
|
Singapore
|
Workday Sweden Aktiebolag
|
|
Sweden
|
Workday Switzerland GmbH
|
|
Switzerland
|
1)
|
Registration Statement (Form S-8 No. 333-184395) pertaining to the 2012 Equity Incentive Plan, the 2012 Employee Stock Purchase Plan, the 2005 Stock Plan, as amended, and the Non-Plan Stock Option Agreements of Workday, Inc.,
|
2)
|
Registration Statement (Form S-8 No. 333-187665) pertaining to the 2012 Equity Incentive Plan of Workday, Inc.,
|
3)
|
Registration Statement (Form S-3ASR No. 333-193332) and related Prospectus of Workday, Inc. for the registration of Class A common stock,
|
4)
|
Registration Statement (Form S-8 No. 333-194934) pertaining to the 2012 Equity Incentive Plan and the 2012 Employee Stock Purchase Plan of Workday, Inc, and
|
5)
|
Registration Statement (Form S-8 No. 333-203004) pertaining to the 2012 Equity Incentive Plan and the 2012 Employee Stock Purchase Plan of Workday, Inc.;
|
1.
|
I have reviewed this annual report on Form 10-K of Workday, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 22, 2016
|
By:
|
/s/ Aneel Bhusri
|
|
|
Aneel Bhusri
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this annual report on Form 10-K of Workday, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: March 22, 2016
|
By:
|
/s/ Mark S. Peek
|
|
|
Mark S. Peek
|
|
|
Co-President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|
Date: March 22, 2016
|
By:
|
/s/ Aneel Bhusri
|
|
|
Aneel Bhusri
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Date: March 22, 2016
|
By:
|
/s/ Mark S. Peek
|
|
|
Mark S. Peek
|
|
|
Co-President and Chief Financial Officer
|
|
|
(Principal Financial Officer)
|