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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Delaware
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86-1106510
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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Title of each class
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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The NASDAQ Global Select Market
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Large accelerated filer
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x
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Accelerated filer
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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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Emerging growth company
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o
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Table of Contents
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Page
No.
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Item 1.
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Item 1A.
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Item 1B.
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Item 2.
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Item 3.
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Item 4.
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Item 5.
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Item 6.
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Item 7.
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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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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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Item 15.
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Item 16.
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•
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our future financial and operating results; including trends in and expectations regarding revenues, deferred revenue, billings, gross margins, operating income and the proportion of transactions that will be recognized ratably;
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•
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market opportunity;
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•
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expected benefits to customers and potential customers of our offerings, as well as our user-driven ecosystem;
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•
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investment strategy, business strategy and growth strategy, including our business model transition and the use of acquisitions to expand our business;
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•
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sales and marketing strategy, including our international sales strategy;
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•
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management’s plans, beliefs and objectives for future operations;
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•
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our ability to provide compelling, uninterrupted and secure cloud services to our customers;
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•
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expectations about competition;
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•
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economic and industry trends or trend analysis;
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•
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expectations about the benefits of acquisitions;
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•
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expectations about seasonality;
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•
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revenue mix;
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•
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expected impact of changes in accounting rules or standards;
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use of non-GAAP financial measures;
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•
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operating expenses, including changes in research and development, sales and marketing, facilities and general and administrative expenses;
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sufficiency of cash to meet cash needs for at least the next 12 months;
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exposure to interest rate changes;
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inflation;
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•
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anticipated income tax rates, tax estimates and tax standards; and
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capital expenditures, cash flows and liquidity.
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•
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Splunk Enterprise Security - Addresses emerging security threats and security information and event management (“SIEM”) use cases through monitoring, alerting, reporting, investigation and forensic analysis.
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•
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Splunk IT Service Intelligence - Monitors the health and key performance indicators of critical IT and business services with machine learning.
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Splunk User Behavior Analytics - Detects cyber-attacks and insider threats using data science, machine learning and advanced correlation.
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•
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Splunk Machine Learning Toolkit (“MLTK”) - A free app that enables customers to apply machine learning techniques and algorithms to data stored in Splunk. The MLTK includes public machine learning application programming interfaces (“APIs”) for open source and proprietary algorithms and a data prep module to help customers prepare and clean their data before initiating machine learning modeling.
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•
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Splunk App for AWS - Collects and analyzes data from AWS data sources to deliver security, operational and cost management insights via pre-built dashboards, reports and alerts.
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Splunk DB Connect - Enables customers to get business and enterprise context such as customer, product and HR data from traditional relational databases using real-time integration
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•
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IT departments of potential customers which have undertaken custom software development efforts to analyze and manage their machine data;
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companies targeting the big data market by commercializing open source software, such as the various Hadoop distributions and NoSQL data stores, including Elastic;
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security, systems management and other IT vendors, including BMC Software, CA Technologies, Micro Focus, IBM, Intel, Microsoft, and VMware;
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business intelligence vendors, analytics and visualization vendors, including IBM and Oracle; and
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cloud service providers, as well as small, specialized vendors that provide complementary or competitive solutions in enterprise data analytics, log aggregation and management, data warehousing and big data technologies that may compete with our offerings.
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the timing of our sales during the quarter, particularly because a large portion of our sales occur toward the end of the quarter, or the loss or delay of a few large contracts;
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the mix of revenues attributable to larger transactions as opposed to smaller transactions and the impact that a change in mix may have on the overall average selling price ("ASP") of our offerings;
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the mix of revenues attributable to perpetual and term licenses, agreements for our cloud services, enterprise adoption agreements, maintenance and professional services and training, which may impact our revenue, deferred revenue, billings, gross margins and operating income;
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the renewal and usage rates of our customers;
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changes in the competitive dynamics of our market;
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changes in customers’ budgets and in the timing of their purchasing decisions;
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changes in our pricing policies or those of our competitors;
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customers delaying purchasing decisions in anticipation of new offerings or software enhancements by us or our competitors;
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customer acceptance of and willingness to pay for new versions of our offerings or new solutions for specific product and end markets;
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our ability to successfully introduce and monetize new offerings and licensing and service models for our new offerings;
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network outages or actual or perceived security breaches;
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the availability and performance of our cloud services, including Splunk Cloud;
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our ability to control costs, including our operating expenses;
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the amount and timing of our stock-based compensation expenses;
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changes in accounting standards, particularly those related to revenue recognition and sales commissions;
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the timing of satisfying revenue recognition criteria;
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our ability to qualify and successfully compete for government contracts;
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the collectability of receivables from customers and resellers, which may be hindered or delayed;
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the removal of metered license enforcement via our software, which could lead to customers delaying renewal or purchasing decisions;
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changes in laws and regulations that impact our business; and
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general economic and political conditions and uncertainty, both domestically and internationally, as well as economic and political conditions and uncertainty specifically affecting industries in which our customers participate.
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improving our key business applications, processes and IT infrastructure to support our business needs;
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enhancing information and communication systems to ensure that our employees and offices around the world are well-coordinated and can effectively communicate with each other and our growing base of customers and channel partners;
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enhancing our internal controls to ensure timely and accurate reporting of all of our operations and financial results; and
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appropriately documenting our IT systems and our business processes.
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IT departments of potential customers which have undertaken custom software development efforts to analyze and manage their machine data;
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companies targeting the big data market by commercializing open source software, such as the various Hadoop distributions and NoSQL data stores, including Elastic;
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security, systems management and other IT vendors, including BMC Software, CA Technologies, Micro Focus, IBM, Intel, Microsoft and VMware;
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business intelligence vendors, analytics and visualization vendors, including IBM and Oracle; and
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cloud service providers, as well as small, specialized vendors that provide complementary and competitive solutions in enterprise data analytics, log aggregation and management, data warehousing and big data technologies that may compete with our offerings.
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improve the performance and capabilities of our offerings and technology and architecture through research and development;
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continue to develop, enhance, expand adoption of and globally deliver our cloud services, including Splunk Cloud, and comply with applicable laws in each jurisdiction in which we offer such services;
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successfully develop, introduce and expand adoption of new offerings;
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continue to acquire new customers and increase the number of new customers we acquire;
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increase revenues from existing customers through increased or broader use of our offerings within their organizations;
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successfully and continuously expand our business domestically and internationally;
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maintain and expand our customer base and the ways in which our customers use our offerings;
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successfully compete with other companies, open source projects and custom development efforts that are currently in, or may in the future enter, the markets for our offerings;
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successfully provide our customers a compelling business case to purchase our offerings in a time frame that matches our and our customers’ sales and purchase cycles and at a compelling price point;
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generate leads and convert users of the trial versions of our offerings to paying customers;
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prevent users from circumventing the terms of their licenses and cloud subscriptions;
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continue to invest in our platform to deliver additional enhancements and content for our offerings and to foster an ecosystem of developers and users to expand the use cases of our offerings;
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maintain and enhance our website and cloud services infrastructure to minimize interruptions when accessing our offerings;
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process, store and use our employees, customers’ and other third parties' data in compliance with applicable governmental regulations and other legal obligations related to data privacy, data protection, data transfer, data residency, encryption and security;
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hire, integrate and retain world-class professional and technical talent; and
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successfully integrate acquired businesses and technologies.
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increased management, travel, infrastructure and legal compliance costs associated with having multiple international operations;
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reliance on channel partners;
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longer payment cycles and difficulties in collecting accounts receivable or satisfying revenue recognition criteria, especially in emerging markets;
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increased financial accounting and reporting burdens and complexities;
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general economic conditions in each country or region;
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economic and political uncertainty around the world, such as the uncertainty regarding U.S. foreign and domestic policy and the United Kingdom’s referendum in June 2016 in which voters approved an exit from the European Union (“EU”), commonly referred to as “Brexit”;
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compliance with multiple and changing foreign laws and regulations, including those governing employment, tax, privacy and data protection, data transfer and the risks and costs of non-compliance with such laws and regulations;
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compliance with laws and regulations for foreign operations, including the United States Foreign Corrupt Practices Act, the United Kingdom Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our offerings in certain foreign markets, and the risks and costs of non-compliance, including as a result of any changes in trade relations or restrictions;
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heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;
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fluctuations in currency exchange rates and the related effect on our financial results;
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difficulties in repatriating or transferring funds from or converting currencies in certain countries;
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the need for localized software and licensing programs;
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reduced protection for intellectual property rights in some countries and practical difficulties of enforcing intellectual property and contract rights abroad; and
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compliance with the laws of numerous foreign taxing jurisdictions and overlapping of different tax regimes.
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our failure to predict market demand accurately in terms of product functionality and to supply offerings that meet this demand in a timely fashion;
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defects, errors or failures;
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negative publicity about their performance or effectiveness;
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delays in releasing to the market our new offerings or enhancements to our existing offerings to the market;
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introduction or anticipated introduction of competing products by our competitors;
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poor business conditions for our end-customers, causing them to delay IT purchases; and
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reluctance of customers to purchase products incorporating open source software.
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changes in fiscal or contracting policies;
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decreases in available government funding;
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changes in government programs or applicable requirements;
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the adoption of new laws or regulations or changes to existing laws or regulations;
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noncompliance with contract provisions or government procurement or other applicable regulations;
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ability to obtain or maintain any required facility clearances or security clearances for our employees;
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potential delays or changes in the government appropriations or other funding authorization processes; and
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delays in the payment of our invoices by government payment offices.
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third-party developers may not continue developing or supporting the software apps that they share on Splunkbase;
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we cannot guarantee that if and as we change the architecture of our products and services, third-party developers will evolve their existing software apps to be compatible or that they will participate in the creation of new apps utilizing the new architecture;
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we cannot provide any assurance that these apps meet the same quality and security standards that we apply to our own development efforts, and, to the extent they contain bugs, defects or security vulnerabilities, they may create disruptions in our customers’ use of our offerings or negatively affect our brand;
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we do not currently provide support for software apps developed by third-party software developers, and users may be left without support and potentially disappointed by their experience of using our offerings if the third-party software developers do not provide support for these apps;
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these third-party software developers may not possess the appropriate intellectual property rights to develop and share their apps or otherwise may not have assessed legal and compliance risks related to distributing their apps; and
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some of these developers may use the insight they gain using our offerings and from documentation publicly available on our website to develop competing products.
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an acquisition may negatively affect our financial results because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;
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potential goodwill impairment charges related to acquisitions;
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costs and potential difficulties associated with the requirement to test and assimilate the internal control processes of the acquired business;
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we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us or if we are unable to retain key personnel;
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we may not realize the expected benefits of the acquisition;
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an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
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an acquisition may result in a delay or reduction of customer purchases for both us and the company acquired due to customer uncertainty about continuity and effectiveness of service from either company;
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the potential impact on relationships with existing customers, vendors and distributors as business partners as a result of acquiring another company or business that competes with or otherwise is incompatible with those existing relationships;
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the potential that our due diligence of the acquired company or business does not identify significant problems or liabilities, or that we underestimate the costs and effects of identified liabilities;
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exposure to litigation or other claims in connection with, or inheritance of claims or litigation risk as a result of, an acquisition, including but not limited to claims from former employees, customers or other third parties, which may differ from or be more significant than the risks our business faces;
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we may encounter difficulties in, or may be unable to, successfully sell any acquired products;
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an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;
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an acquisition may require us to comply with additional laws and regulations or result in liabilities resulting from the acquired company’s pre-acquisition failure to comply with applicable laws;
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our use of cash to pay for an acquisition would limit other potential uses for our cash;
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if we incur debt to fund such acquisition, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants; and
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to the extent that we issue a significant amount of equity securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease.
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actual or anticipated fluctuations in our financial results;
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the financial projections we provide to the public, any changes in these projections or our failure to meet or exceed these projections;
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failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors;
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ratings changes by any securities analysts who follow our company;
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announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;
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changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;
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price and volume fluctuations in certain categories of companies or the overall stock market, including as a result of trends in the global economy;
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any major change in our board of directors or management;
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lawsuits threatened or filed against us;
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cybersecurity attacks or incidents; and
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other events or factors, including those resulting from war, incidents of terrorism or responses to these events.
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authorize our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock with terms, rights and preferences determined by our board of directors;
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require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
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specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of our board of directors, or our Chief Executive Officer;
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establish an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons for election to our board of directors;
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establish that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving three-year staggered terms;
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prohibit cumulative voting in the election of directors;
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provide that our directors may be removed only for cause;
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provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum; and
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require the approval of our board of directors or the holders of a supermajority of our outstanding shares of capital stock to amend our bylaws and certain provisions of our certificate of incorporation.
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High
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Low
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||||
Year Ended January 31, 2017:
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||||
First Quarter
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$
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53.98
|
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$
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29.85
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Second Quarter
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$
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62.63
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$
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45.07
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Third Quarter
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$
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65.75
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$
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54.45
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Fourth Quarter
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$
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62.90
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$
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50.64
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High
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Low
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||||
Year Ended January 31, 2018:
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||||
First Quarter
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$
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66.46
|
|
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$
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57.00
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Second Quarter
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$
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69.23
|
|
|
$
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54.17
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|
Third Quarter
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$
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69.61
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|
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$
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56.80
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Fourth Quarter
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$
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93.68
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|
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$
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65.73
|
|
l
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Splunk Inc.
|
n
|
NASDAQ Composite
|
▲
|
NASDAQ Computer
|
Company/Index
|
4/19/12
|
1/31/13
|
1/31/14
|
1/31/15
|
1/31/16
|
1/31/17
|
1/31/18
|
||||||||||||||
Splunk Inc.
|
$
|
100.00
|
|
$
|
92.90
|
|
$
|
217.11
|
|
$
|
145.57
|
|
$
|
130.47
|
|
$
|
163.08
|
|
$
|
260.34
|
|
NASDAQ Composite
|
$
|
100.00
|
|
$
|
104.47
|
|
$
|
136.45
|
|
$
|
154.12
|
|
$
|
153.41
|
|
$
|
186.69
|
|
$
|
246.43
|
|
NASDAQ Computer
|
$
|
100.00
|
|
$
|
95.02
|
|
$
|
121.69
|
|
$
|
143.97
|
|
$
|
150.45
|
|
$
|
186.04
|
|
$
|
263.01
|
|
|
Fiscal Year Ended January 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
License
|
$
|
693,704
|
|
|
$
|
546,925
|
|
|
$
|
405,399
|
|
|
$
|
283,191
|
|
|
$
|
199,024
|
|
Maintenance and services
|
577,084
|
|
|
403,030
|
|
|
263,036
|
|
|
167,684
|
|
|
103,599
|
|
|||||
Total revenues
|
1,270,788
|
|
|
949,955
|
|
|
668,435
|
|
|
450,875
|
|
|
302,623
|
|
|||||
Cost of revenues (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
License
|
13,398
|
|
|
11,965
|
|
|
9,080
|
|
|
1,859
|
|
|
330
|
|
|||||
Maintenance and services
|
243,011
|
|
|
179,088
|
|
|
105,042
|
|
|
66,519
|
|
|
35,495
|
|
|||||
Total cost of revenues
|
256,409
|
|
|
191,053
|
|
|
114,122
|
|
|
68,378
|
|
|
35,825
|
|
|||||
Gross profit
|
1,014,379
|
|
|
758,902
|
|
|
554,313
|
|
|
382,497
|
|
|
266,798
|
|
|||||
Operating expenses (1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
301,114
|
|
|
295,850
|
|
|
215,309
|
|
|
150,790
|
|
|
75,895
|
|
|||||
Sales and marketing
|
808,417
|
|
|
653,524
|
|
|
505,348
|
|
|
344,471
|
|
|
215,335
|
|
|||||
General and administrative
|
159,143
|
|
|
153,359
|
|
|
121,579
|
|
|
103,046
|
|
|
53,875
|
|
|||||
Total operating expenses
|
1,268,674
|
|
|
1,102,733
|
|
|
842,236
|
|
|
598,307
|
|
|
345,105
|
|
|||||
Operating loss
|
(254,295
|
)
|
|
(343,831
|
)
|
|
(287,923
|
)
|
|
(215,810
|
)
|
|
(78,307
|
)
|
|||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income (expense), net
|
149
|
|
|
(2,829
|
)
|
|
1,798
|
|
|
754
|
|
|
225
|
|
|||||
Other income (expense), net
|
(3,600
|
)
|
|
(3,022
|
)
|
|
(519
|
)
|
|
216
|
|
|
(920
|
)
|
|||||
Total interest and other income (expense), net
|
(3,451
|
)
|
|
(5,851
|
)
|
|
1,279
|
|
|
970
|
|
|
(695
|
)
|
|||||
Loss before income taxes
|
(257,746
|
)
|
|
(349,682
|
)
|
|
(286,644
|
)
|
|
(214,840
|
)
|
|
(79,002
|
)
|
|||||
Provision for income taxes (benefit)
|
1,357
|
|
|
5,507
|
|
|
(7,872
|
)
|
|
2,276
|
|
|
6
|
|
|||||
Net loss
|
$
|
(259,103
|
)
|
|
$
|
(355,189
|
)
|
|
$
|
(278,772
|
)
|
|
$
|
(217,116
|
)
|
|
$
|
(79,008
|
)
|
Net loss per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
$
|
(1.85
|
)
|
|
$
|
(2.65
|
)
|
|
$
|
(2.20
|
)
|
|
$
|
(1.81
|
)
|
|
$
|
(0.75
|
)
|
Weighted-average shares outstanding:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic and diluted
|
139,866
|
|
|
133,910
|
|
|
126,746
|
|
|
119,775
|
|
|
105,067
|
|
(1)
|
Amounts include stock-based compensation expense as follows:
|
|
Fiscal Year Ended January 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cost of revenues
|
$
|
33,605
|
|
|
$
|
30,971
|
|
|
$
|
26,057
|
|
|
$
|
17,189
|
|
|
$
|
5,283
|
|
Research and development
|
106,690
|
|
|
129,388
|
|
|
89,197
|
|
|
60,777
|
|
|
20,829
|
|
|||||
Sales and marketing
|
159,240
|
|
|
161,164
|
|
|
130,054
|
|
|
90,064
|
|
|
30,012
|
|
|||||
General and administrative
|
58,928
|
|
|
56,518
|
|
|
46,949
|
|
|
46,149
|
|
|
13,244
|
|
|
As of January 31,
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and short-term investments
|
$
|
1,165,150
|
|
|
$
|
1,083,442
|
|
|
$
|
1,009,039
|
|
|
$
|
850,164
|
|
|
$
|
897,453
|
|
Working capital
|
758,152
|
|
|
693,000
|
|
|
719,503
|
|
|
653,185
|
|
|
784,966
|
|
|||||
Total assets
|
2,044,460
|
|
|
1,718,546
|
|
|
1,536,839
|
|
|
1,247,791
|
|
|
1,040,331
|
|
|||||
Deferred revenue, current and long-term
|
905,207
|
|
|
625,459
|
|
|
449,503
|
|
|
304,085
|
|
|
192,321
|
|
|||||
Total stockholders’ equity
|
807,305
|
|
|
805,161
|
|
|
859,414
|
|
|
813,321
|
|
|
784,908
|
|
•
|
Extend our technological capabilities.
|
•
|
Continue to expand our direct and indirect sales organization, including our channel relationships, to increase our sales capacity and enable greater market presence.
|
•
|
Further penetrate our existing customer base and drive enterprise-wide adoption.
|
•
|
Enhance our value proposition through a focus on solutions which address core and expanded use cases.
|
•
|
Grow our user communities and partner ecosystem to increase awareness of our brand, target new use cases, drive operational leverage and deliver more targeted, higher value solutions.
|
•
|
Continue to deliver a rich developer environment to enable rapid development of enterprise applications that leverage machine data and the Splunk platform.
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
262,904
|
|
|
$
|
201,834
|
|
|
$
|
155,622
|
|
Less purchases of property and equipment
|
(20,503
|
)
|
|
(45,349
|
)
|
|
(51,332
|
)
|
|||
Free cash flow (non-GAAP)
|
$
|
242,401
|
|
|
$
|
156,485
|
|
|
$
|
104,290
|
|
Net cash used in investing activities
|
$
|
(38,505
|
)
|
|
$
|
(127,461
|
)
|
|
$
|
(153,490
|
)
|
Net cash provided by (used in) financing activities
|
$
|
(101,419
|
)
|
|
$
|
(77,862
|
)
|
|
$
|
35,485
|
|
|
|
GAAP
|
|
Stock-based compensation and related employer payroll tax
|
|
Amortization of acquired intangible assets
|
|
Adjustments related to financing lease obligation
|
|
Adjustments related to facility exits
|
|
Acquisition-related adjustments
|
|
Income tax effects related to non-GAAP adjustments
(3)
|
|
Non-GAAP
|
|||||||||||||||||
Cost of revenues
|
|
$
|
256,409
|
|
|
$
|
(34,814
|
)
|
|
$
|
(12,387
|
)
|
|
$
|
1,259
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
210,467
|
|
|
Gross margin
|
|
79.8
|
%
|
|
2.7
|
%
|
|
1.0
|
%
|
|
(0.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
83.4
|
%
|
|||||||||
Research and development
|
|
301,114
|
|
|
(109,743
|
)
|
|
(492
|
)
|
|
1,990
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
192,869
|
|
|||||||||
Sales and marketing
|
|
808,417
|
|
|
(164,363
|
)
|
|
(1,909
|
)
|
|
4,684
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
646,829
|
|
|||||||||
General and administrative
|
|
159,143
|
|
|
(61,192
|
)
|
|
—
|
|
|
927
|
|
|
5,191
|
|
|
(643
|
)
|
|
—
|
|
|
103,426
|
|
|||||||||
Operating income (loss)
|
|
(254,295
|
)
|
|
370,112
|
|
|
14,788
|
|
|
(8,860
|
)
|
|
(5,191
|
)
|
|
643
|
|
|
—
|
|
|
117,197
|
|
|||||||||
Operating margin
|
|
(20.0
|
)%
|
|
29.0
|
%
|
|
1.2
|
%
|
|
(0.7
|
)%
|
|
(0.4
|
)%
|
|
0.1
|
%
|
|
—
|
%
|
|
9.2
|
%
|
|||||||||
Income tax provision
|
|
1,357
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,540
|
|
|
29,082
|
|
|
32,979
|
|
|||||||||
Net income (loss)
|
|
$
|
(259,103
|
)
|
|
$
|
370,112
|
|
|
$
|
14,788
|
|
|
$
|
(463
|
)
|
(2
|
)
|
$
|
(5,191
|
)
|
|
$
|
(1,897
|
)
|
|
$
|
(29,082
|
)
|
|
$
|
89,164
|
|
Net income (loss) per share
(1)
|
|
$
|
(1.85
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.62
|
|
|
|
GAAP
|
|
Stock-based compensation and related employer payroll tax
|
|
Amortization of acquired intangible assets
|
|
Adjustments related to financing lease obligation
|
|
Adjustments related to facility exits
|
|
Income tax effects related to non-GAAP adjustments
(3)
|
|
Non-GAAP
|
||||||||||||||
Cost of revenues
|
|
$
|
191,053
|
|
|
$
|
(31,772
|
)
|
|
$
|
(11,261
|
)
|
|
$
|
849
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
148,869
|
|
Gross margin
|
|
79.9
|
%
|
|
3.3
|
%
|
|
1.2
|
%
|
|
(0.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
|
84.3
|
%
|
|||||||
Research and development
|
|
295,850
|
|
|
(132,039
|
)
|
|
(233
|
)
|
|
1,713
|
|
|
—
|
|
|
—
|
|
|
165,291
|
|
|||||||
Sales and marketing
|
|
653,524
|
|
|
(164,558
|
)
|
|
(432
|
)
|
|
3,508
|
|
|
—
|
|
|
—
|
|
|
492,042
|
|
|||||||
General and administrative
|
|
153,359
|
|
|
(58,345
|
)
|
|
—
|
|
|
745
|
|
|
(11,364
|
)
|
|
—
|
|
|
84,395
|
|
|||||||
Operating income (loss)
|
|
(343,831
|
)
|
|
386,714
|
|
|
11,926
|
|
|
(6,815
|
)
|
|
11,364
|
|
|
—
|
|
|
59,358
|
|
|||||||
Operating margin
|
|
(36.2
|
)%
|
|
40.6
|
%
|
|
1.3
|
%
|
|
(0.7
|
)%
|
|
1.2
|
%
|
|
—
|
%
|
|
6.2
|
%
|
|||||||
Income tax provision
|
|
5,507
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,348
|
|
|
12,855
|
|
|||||||
Net income (loss)
|
|
$
|
(355,189
|
)
|
|
$
|
386,714
|
|
|
$
|
11,926
|
|
|
$
|
890
|
|
(2)
|
$
|
11,364
|
|
|
$
|
(7,348
|
)
|
|
$
|
48,357
|
|
Net income (loss) per share
(1)
|
|
$
|
(2.65
|
)
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.35
|
|
|
|
Fiscal Year Ended
|
||||||
|
|
January 31,
|
|
January 31,
|
||||
|
|
2018
|
|
2017
|
||||
Total revenues
|
|
$
|
1,270,788
|
|
|
$
|
949,955
|
|
Increase in deferred revenue
|
|
279,748
|
|
|
175,956
|
|
||
Billings (non-GAAP)
|
|
$
|
1,550,536
|
|
|
$
|
1,125,911
|
|
|
|
Fiscal Year Ended
|
||||||
|
|
January 31,
|
|
January 31,
|
||||
|
|
2018
|
|
2017
|
||||
Total Cloud revenues
|
|
$
|
94,035
|
|
|
$
|
47,773
|
|
Increase in Cloud deferred revenue
|
|
87,444
|
|
|
47,745
|
|
||
Cloud billings (non-GAAP)
|
|
$
|
181,479
|
|
|
$
|
95,518
|
|
|
|
Fiscal Year Ended January 31,
|
|||||||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
|
|
(in thousands and as % of revenues)
|
|||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
License
|
|
$
|
693,704
|
|
|
54.6
|
%
|
|
$
|
546,925
|
|
|
57.6
|
%
|
|
$
|
405,399
|
|
|
60.6
|
%
|
Maintenance and services
|
|
577,084
|
|
|
45.4
|
|
|
403,030
|
|
|
42.4
|
|
|
263,036
|
|
|
39.4
|
|
|||
Total revenues
|
|
1,270,788
|
|
|
100.0
|
|
|
949,955
|
|
|
100.0
|
|
|
668,435
|
|
|
100.0
|
|
|||
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
License
(1)
|
|
13,398
|
|
|
1.9
|
|
|
11,965
|
|
|
2.2
|
|
|
9,080
|
|
|
2.2
|
|
|||
Maintenance and services
(1)
|
|
243,011
|
|
|
42.1
|
|
|
179,088
|
|
|
44.4
|
|
|
105,042
|
|
|
39.9
|
|
|||
Total cost of revenues
|
|
256,409
|
|
|
20.2
|
|
|
191,053
|
|
|
20.1
|
|
|
114,122
|
|
|
17.1
|
|
|||
Gross profit
|
|
1,014,379
|
|
|
79.8
|
|
|
758,902
|
|
|
79.9
|
|
|
554,313
|
|
|
82.9
|
|
|||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
|
301,114
|
|
|
23.7
|
|
|
295,850
|
|
|
31.1
|
|
|
215,309
|
|
|
32.2
|
|
|||
Sales and marketing
|
|
808,417
|
|
|
63.6
|
|
|
653,524
|
|
|
68.8
|
|
|
505,348
|
|
|
75.6
|
|
|||
General and administrative
|
|
159,143
|
|
|
12.5
|
|
|
153,359
|
|
|
16.2
|
|
|
121,579
|
|
|
18.2
|
|
|||
Total operating expenses
|
|
1,268,674
|
|
|
99.8
|
|
|
1,102,733
|
|
|
116.1
|
|
|
842,236
|
|
|
126.0
|
|
|||
Operating loss
|
|
(254,295
|
)
|
|
(20.0
|
)
|
|
(343,831
|
)
|
|
(36.2
|
)
|
|
(287,923
|
)
|
|
(43.1
|
)
|
|||
Other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest income (expense), net
|
|
149
|
|
|
—
|
|
|
(2,829
|
)
|
|
(0.3
|
)
|
|
1,798
|
|
|
0.3
|
|
|||
Other income (expense), net
|
|
(3,600
|
)
|
|
(0.3
|
)
|
|
(3,022
|
)
|
|
(0.3
|
)
|
|
(519
|
)
|
|
(0.1
|
)
|
|||
Total other income (expense), net
|
|
(3,451
|
)
|
|
(0.3
|
)
|
|
(5,851
|
)
|
|
(0.6
|
)
|
|
1,279
|
|
|
0.2
|
|
|||
Loss before income taxes
|
|
(257,746
|
)
|
|
(20.3
|
)
|
|
(349,682
|
)
|
|
(36.8
|
)
|
|
(286,644
|
)
|
|
(42.9
|
)
|
|||
Provision for income taxes (benefit)
|
|
1,357
|
|
|
0.1
|
|
|
5,507
|
|
|
0.6
|
|
|
(7,872
|
)
|
|
(1.2
|
)
|
|||
Net loss
|
|
$
|
(259,103
|
)
|
|
(20.4
|
)%
|
|
$
|
(355,189
|
)
|
|
(37.4
|
)%
|
|
$
|
(278,772
|
)
|
|
(41.7
|
)%
|
(1)
|
Calculated as a percentage of the associated revenues.
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
||||||||||||
|
|
2018 to 2017
% Change |
|
2017 to 2016
% Change |
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
|
|
(in thousands)
|
|
|
|
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||
License
|
|
$
|
693,704
|
|
|
$
|
546,925
|
|
|
$
|
405,399
|
|
|
26.8
|
%
|
|
34.9
|
%
|
Maintenance and services
|
|
577,084
|
|
|
403,030
|
|
|
263,036
|
|
|
43.2
|
%
|
|
53.2
|
%
|
|||
Total revenues
|
|
$
|
1,270,788
|
|
|
$
|
949,955
|
|
|
$
|
668,435
|
|
|
33.8
|
%
|
|
42.1
|
%
|
Percentage of revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||
License
|
|
54.6
|
%
|
|
57.6
|
%
|
|
60.6
|
%
|
|
|
|
|
|||||
Maintenance and services
|
|
45.4
|
|
|
42.4
|
|
|
39.4
|
|
|
|
|
|
|||||
Total
|
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
||||||||||||
|
|
2018 to 2017
% Change |
|
2017 to 2016
% Change |
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
|
|
(in thousands)
|
|
|
|
|
||||||||||||
Cost of revenues
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||
License
|
|
$
|
13,398
|
|
|
$
|
11,965
|
|
|
$
|
9,080
|
|
|
12.0
|
%
|
|
31.8
|
%
|
Maintenance and services
|
|
243,011
|
|
|
179,088
|
|
|
105,042
|
|
|
35.7
|
%
|
|
70.5
|
%
|
|||
Total cost of revenues
|
|
$
|
256,409
|
|
|
$
|
191,053
|
|
|
$
|
114,122
|
|
|
34.2
|
%
|
|
67.4
|
%
|
Gross margin
|
|
|
|
|
|
|
|
|
|
|
||||||||
License
|
|
98.1
|
%
|
|
97.8
|
%
|
|
97.8
|
%
|
|
|
|
|
|||||
Maintenance and services
|
|
57.9
|
%
|
|
55.6
|
%
|
|
60.1
|
%
|
|
|
|
|
|||||
Total gross margin
|
|
79.8
|
%
|
|
79.9
|
%
|
|
82.9
|
%
|
|
|
|
|
Cost of revenues
|
|
$
|
33,605
|
|
|
$
|
30,971
|
|
|
$
|
26,057
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
||||||||||||
|
|
2018 to 2017
% Change |
|
2017 to 2016
% Change |
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
|
|
(in thousands)
|
|
|
|
|
||||||||||||
Operating expenses
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
$
|
301,114
|
|
|
$
|
295,850
|
|
|
$
|
215,309
|
|
|
1.8
|
%
|
|
37.4
|
%
|
Sales and marketing
|
|
808,417
|
|
|
653,524
|
|
|
505,348
|
|
|
23.7
|
%
|
|
29.3
|
%
|
|||
General and administrative
|
|
159,143
|
|
|
153,359
|
|
|
121,579
|
|
|
3.8
|
%
|
|
26.1
|
%
|
|||
Total operating expenses
|
|
$
|
1,268,674
|
|
|
$
|
1,102,733
|
|
|
$
|
842,236
|
|
|
15.0
|
%
|
|
30.9
|
%
|
Percentage of revenues
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
23.7
|
%
|
|
31.1
|
%
|
|
32.2
|
%
|
|
|
|
|
|||||
Sales and marketing
|
|
63.6
|
|
|
68.8
|
|
|
75.6
|
|
|
|
|
|
|||||
General and administrative
|
|
12.5
|
|
|
16.2
|
|
|
18.2
|
|
|
|
|
|
|||||
Total
|
|
99.8
|
%
|
|
116.1
|
%
|
|
126.0
|
%
|
|
|
|
|
Research and development
|
|
$
|
106,690
|
|
|
$
|
129,388
|
|
|
$
|
89,197
|
|
|
|
|
|
Sales and marketing
|
|
159,240
|
|
|
161,164
|
|
|
130,054
|
|
|
|
|
|
|||
General and administrative
|
|
58,928
|
|
|
56,518
|
|
|
46,949
|
|
|
|
|
|
|||
Total stock-based compensation expense
|
|
$
|
324,858
|
|
|
$
|
347,070
|
|
|
$
|
266,200
|
|
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
|
||||||||||||
|
|
2018 to 2017
% Change |
|
2017 to 2016
% Change |
||||||||||||||
|
|
2018
|
|
2017
|
|
2016
|
|
|||||||||||
|
|
(in thousands)
|
|
|
|
|
||||||||||||
Provision for income taxes (benefit)
|
|
$
|
1,357
|
|
|
$
|
5,507
|
|
|
$
|
(7,872
|
)
|
|
(75.4
|
)%
|
|
(170.0
|
)%
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Jan 31,
2018 |
|
Oct 31,
2017 |
|
July 31,
2017 |
|
Apr 30,
2017 |
|
Jan 31,
2017 |
|
Oct 31,
2016 |
|
July 31,
2016 |
|
Apr 30,
2016 |
||||||||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
License
|
$
|
254,298
|
|
|
$
|
179,829
|
|
|
$
|
142,851
|
|
|
$
|
116,726
|
|
|
$
|
190,513
|
|
|
$
|
139,725
|
|
|
$
|
115,695
|
|
|
$
|
100,992
|
|
Maintenance and services
|
165,425
|
|
|
148,824
|
|
|
137,113
|
|
|
125,722
|
|
|
115,948
|
|
|
105,064
|
|
|
97,058
|
|
|
84,960
|
|
||||||||
Total revenues
|
419,723
|
|
|
328,653
|
|
|
279,964
|
|
|
242,448
|
|
|
306,461
|
|
|
244,789
|
|
|
212,753
|
|
|
185,952
|
|
||||||||
Cost of revenues
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
License
|
4,298
|
|
|
3,013
|
|
|
3,159
|
|
|
2,928
|
|
|
3,252
|
|
|
2,883
|
|
|
2,868
|
|
|
2,962
|
|
||||||||
Maintenance and services
|
69,905
|
|
|
61,154
|
|
|
56,717
|
|
|
55,235
|
|
|
55,011
|
|
|
45,791
|
|
|
41,748
|
|
|
36,538
|
|
||||||||
Total cost of revenues
|
74,203
|
|
|
64,167
|
|
|
59,876
|
|
|
58,163
|
|
|
58,263
|
|
|
48,674
|
|
|
44,616
|
|
|
39,500
|
|
||||||||
Gross profit
|
345,520
|
|
|
264,486
|
|
|
220,088
|
|
|
184,285
|
|
|
248,198
|
|
|
196,115
|
|
|
168,137
|
|
|
146,452
|
|
||||||||
Operating expenses
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Research and development
|
83,962
|
|
|
74,080
|
|
|
71,774
|
|
|
71,298
|
|
|
75,596
|
|
|
85,659
|
|
|
67,224
|
|
|
67,371
|
|
||||||||
Sales and marketing
|
237,821
|
|
|
205,364
|
|
|
191,284
|
|
|
173,948
|
|
|
190,815
|
|
|
167,330
|
|
|
150,228
|
|
|
145,151
|
|
||||||||
General and administrative
|
47,651
|
|
|
35,857
|
|
|
39,139
|
|
|
36,496
|
|
|
52,895
|
|
|
34,079
|
|
|
34,312
|
|
|
32,073
|
|
||||||||
Total operating expenses
|
369,434
|
|
|
315,301
|
|
|
302,197
|
|
|
281,742
|
|
|
319,306
|
|
|
287,068
|
|
|
251,764
|
|
|
244,595
|
|
||||||||
Operating loss
|
(23,914
|
)
|
|
(50,815
|
)
|
|
(82,109
|
)
|
|
(97,457
|
)
|
|
(71,108
|
)
|
|
(90,953
|
)
|
|
(83,627
|
)
|
|
(98,143
|
)
|
||||||||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest income (expense), net
|
571
|
|
|
270
|
|
|
(164
|
)
|
|
(528
|
)
|
|
(806
|
)
|
|
(823
|
)
|
|
(797
|
)
|
|
(403
|
)
|
||||||||
Other income (expense), net
|
(1,829
|
)
|
|
(289
|
)
|
|
(874
|
)
|
|
(608
|
)
|
|
(486
|
)
|
|
(348
|
)
|
|
(1,063
|
)
|
|
(1,125
|
)
|
||||||||
Total interest and other income (expense), net
|
(1,258
|
)
|
|
(19
|
)
|
|
(1,038
|
)
|
|
(1,136
|
)
|
|
(1,292
|
)
|
|
(1,171
|
)
|
|
(1,860
|
)
|
|
(1,528
|
)
|
||||||||
Loss before income taxes
|
(25,172
|
)
|
|
(50,834
|
)
|
|
(83,147
|
)
|
|
(98,593
|
)
|
|
(72,400
|
)
|
|
(92,124
|
)
|
|
(85,487
|
)
|
|
(99,671
|
)
|
||||||||
Income tax provision (benefit)
|
(102
|
)
|
|
(232
|
)
|
|
353
|
|
|
1,338
|
|
|
1,805
|
|
|
1,367
|
|
|
1,110
|
|
|
1,225
|
|
||||||||
Net loss
|
$
|
(25,070
|
)
|
|
$
|
(50,602
|
)
|
|
$
|
(83,500
|
)
|
|
$
|
(99,931
|
)
|
|
$
|
(74,205
|
)
|
|
$
|
(93,491
|
)
|
|
$
|
(86,597
|
)
|
|
$
|
(100,896
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net loss per share, basic and diluted:
|
$
|
(0.18
|
)
|
|
$
|
(0.36
|
)
|
|
$
|
(0.60
|
)
|
|
$
|
(0.73
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(0.77
|
)
|
(1)
|
Includes stock-based compensation expense as follows:
|
|
Three Months Ended
|
||||||||||||||||||||||||||||||
|
Jan 31,
2018 |
|
Oct 31,
2017 |
|
July 31,
2017 |
|
Apr 30,
2017 |
|
Jan 31,
2017 |
|
Oct 31,
2016 |
|
July 31,
2016 |
|
Apr 30,
2016 |
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Cost of revenues
|
$
|
9,082
|
|
|
$
|
7,921
|
|
|
$
|
8,410
|
|
|
$
|
8,192
|
|
|
$
|
8,496
|
|
|
$
|
7,610
|
|
|
$
|
7,310
|
|
|
$
|
7,555
|
|
Research and development
|
28,864
|
|
|
25,038
|
|
|
25,991
|
|
|
26,797
|
|
|
27,085
|
|
|
45,355
|
|
|
27,742
|
|
|
29,206
|
|
||||||||
Sales and marketing
|
39,217
|
|
|
36,728
|
|
|
42,652
|
|
|
40,643
|
|
|
42,810
|
|
|
38,750
|
|
|
39,371
|
|
|
40,233
|
|
||||||||
General and administrative
|
14,767
|
|
|
14,424
|
|
|
15,314
|
|
|
14,423
|
|
|
14,403
|
|
|
13,299
|
|
|
14,440
|
|
|
14,376
|
|
|
Three Months Ended
|
||||||||||||||||||||||
|
Jan 31,
2018 |
|
Oct 31,
2017 |
|
July 31,
2017 |
|
Apr 30,
2017 |
|
Jan 31,
2017 |
|
Oct 31,
2016 |
|
July 31,
2016 |
|
Apr 30,
2016 |
||||||||
|
(as % of revenues)
|
||||||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
License
|
60.6
|
%
|
|
54.7
|
%
|
|
51.0
|
%
|
|
48.1
|
%
|
|
62.2
|
%
|
|
57.1
|
%
|
|
54.4
|
%
|
|
54.3
|
%
|
Maintenance and services
|
39.4
|
|
|
45.3
|
|
|
49.0
|
|
|
51.9
|
|
|
37.8
|
|
|
42.9
|
|
|
45.6
|
|
|
45.7
|
|
Total revenues
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Cost of revenues
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
License
(1)
|
1.7
|
|
|
1.7
|
|
|
2.2
|
|
|
2.5
|
|
|
1.7
|
|
|
2.1
|
|
|
2.5
|
|
|
2.9
|
|
Maintenance and services
(1)
|
42.3
|
|
|
41.1
|
|
|
41.4
|
|
|
43.9
|
|
|
47.4
|
|
|
43.6
|
|
|
43.0
|
|
|
43.0
|
|
Total cost of revenues
|
17.7
|
|
|
19.5
|
|
|
21.4
|
|
|
24.0
|
|
|
19.0
|
|
|
19.9
|
|
|
21.0
|
|
|
21.2
|
|
Gross profit
|
82.3
|
|
|
80.5
|
|
|
78.6
|
|
|
76.0
|
|
|
81.0
|
|
|
80.1
|
|
|
79.0
|
|
|
78.8
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
20.0
|
|
|
22.5
|
|
|
25.6
|
|
|
29.4
|
|
|
24.7
|
|
|
35.0
|
|
|
31.6
|
|
|
36.2
|
|
Sales and marketing
|
56.7
|
|
|
62.6
|
|
|
68.3
|
|
|
71.7
|
|
|
62.3
|
|
|
68.4
|
|
|
70.6
|
|
|
78.1
|
|
General and administrative
|
11.3
|
|
|
10.9
|
|
|
14.0
|
|
|
15.1
|
|
|
17.2
|
|
|
13.9
|
|
|
16.1
|
|
|
17.3
|
|
Total operating expenses
|
88.0
|
|
|
96.0
|
|
|
107.9
|
|
|
116.2
|
|
|
104.2
|
|
|
117.3
|
|
|
118.3
|
|
|
131.6
|
|
Operating loss
|
(5.7
|
)
|
|
(15.5
|
)
|
|
(29.3
|
)
|
|
(40.2
|
)
|
|
(23.2
|
)
|
|
(37.2
|
)
|
|
(39.3
|
)
|
|
(52.8
|
)
|
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Interest income (expense), net
|
0.1
|
|
|
0.1
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.3
|
)
|
|
(0.4
|
)
|
|
(0.2
|
)
|
Other income (expense), net
|
(0.4
|
)
|
|
(0.1
|
)
|
|
(0.3
|
)
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(0.1
|
)
|
|
(0.5
|
)
|
|
(0.6
|
)
|
Total interest and other income (expense), net
|
(0.3
|
)
|
|
—
|
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
|
(0.9
|
)
|
|
(0.8
|
)
|
Loss before income taxes
|
(6.0
|
)
|
|
(15.5
|
)
|
|
(29.7
|
)
|
|
(40.6
|
)
|
|
(23.6
|
)
|
|
(37.6
|
)
|
|
(40.2
|
)
|
|
(53.6
|
)
|
Income tax provision (benefit)
|
—
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
0.6
|
|
|
0.6
|
|
|
0.6
|
|
|
0.5
|
|
|
0.7
|
|
Net loss
|
(6.0
|
)%
|
|
(15.4
|
)%
|
|
(29.8
|
)%
|
|
(41.2
|
)%
|
|
(24.2
|
)%
|
|
(38.2
|
)%
|
|
(40.7
|
)%
|
|
(54.3
|
)%
|
|
As of January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Cash and cash equivalents
|
$
|
545,947
|
|
|
$
|
421,346
|
|
|
$
|
424,541
|
|
Investments, current portion
|
619,203
|
|
|
662,096
|
|
|
584,498
|
|
|||
Investments, non-current
|
5,375
|
|
|
5,000
|
|
|
1,500
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
(in thousands)
|
||||||||||
Cash provided by operating activities
|
$
|
262,904
|
|
|
$
|
201,834
|
|
|
$
|
155,622
|
|
Cash used in investing activities
|
(38,505
|
)
|
|
(127,461
|
)
|
|
(153,490
|
)
|
|||
Cash provided by (used in) financing activities
|
(101,419
|
)
|
|
(77,862
|
)
|
|
35,485
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less Than 1
year |
|
1-3 years
|
|
3-5 years
|
|
More Than 5
years |
||||||||||
Operating lease commitments
(1)
|
|
$
|
165,173
|
|
|
$
|
24,178
|
|
|
$
|
43,123
|
|
|
$
|
37,531
|
|
|
$
|
60,341
|
|
Purchase obligations
(2)
|
|
137,849
|
|
|
49,260
|
|
|
78,093
|
|
|
6,236
|
|
|
4,260
|
|
|||||
Total
|
|
$
|
303,022
|
|
|
$
|
73,438
|
|
|
$
|
121,216
|
|
|
$
|
43,767
|
|
|
$
|
64,601
|
|
|
|
Carrying amount
|
||
Balance as of January 31, 2017
|
|
$
|
8,625
|
|
Facility exit charge - adjustment (revision of estimated sublease income)
(1)
|
|
(5,191
|
)
|
|
Cash payments, net of deferred rent
|
|
(3,114
|
)
|
|
Balance as of January 31, 2018
|
|
$
|
320
|
|
Fiscal Period:
|
|
|
||
Fiscal 2019
|
|
$
|
12,551
|
|
Fiscal 2020
|
|
12,928
|
|
|
Fiscal 2021
|
|
13,316
|
|
|
Fiscal 2022
|
|
13,715
|
|
|
Fiscal 2023
|
|
14,127
|
|
|
Fiscal 2024
|
|
8,142
|
|
|
Total future minimum lease payments
|
|
$
|
74,779
|
|
|
Page No.
|
|
January 31, 2018
|
|
January 31, 2017
|
||||
ASSETS
|
|
|
|
|
|
||
Current assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
545,947
|
|
|
$
|
421,346
|
|
Investments, current portion
|
619,203
|
|
|
662,096
|
|
||
Accounts receivable, net
|
391,799
|
|
|
238,281
|
|
||
Prepaid expenses and other current assets
|
70,021
|
|
|
38,650
|
|
||
Total current assets
|
1,626,970
|
|
|
1,360,373
|
|
||
Investments, non-current
|
5,375
|
|
|
5,000
|
|
||
Property and equipment, net
|
160,880
|
|
|
166,395
|
|
||
Intangible assets, net
|
48,142
|
|
|
37,713
|
|
||
Goodwill
|
161,382
|
|
|
124,642
|
|
||
Other assets
|
41,711
|
|
|
24,423
|
|
||
Total assets
|
$
|
2,044,460
|
|
|
$
|
1,718,546
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||
Current liabilities
|
|
|
|
|
|
||
Accounts payable
|
$
|
11,040
|
|
|
$
|
7,503
|
|
Accrued compensation
|
145,365
|
|
|
100,092
|
|
||
Accrued expenses and other liabilities
|
77,160
|
|
|
81,071
|
|
||
Deferred revenue, current portion
|
635,253
|
|
|
478,707
|
|
||
Total current liabilities
|
868,818
|
|
|
667,373
|
|
||
Deferred revenue, non-current
|
269,954
|
|
|
146,752
|
|
||
Other liabilities, non-current
|
98,383
|
|
|
99,260
|
|
||
Total non-current liabilities
|
368,337
|
|
|
246,012
|
|
||
Total liabilities
|
1,237,155
|
|
|
913,385
|
|
||
Commitments and contingencies (Note 3)
|
|
|
|
||||
Stockholders’ equity
|
|
|
|
|
|
||
Preferred stock: $0.001 par value; 20,000,000 shares authorized; no shares issued or outstanding at January 31, 2018 and January 31, 2017
|
—
|
|
|
—
|
|
||
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 142,835,123 shares issued and outstanding at January 31, 2018, and 137,169,481 shares issued and outstanding at January 31, 2017
|
143
|
|
|
137
|
|
||
Accumulated other comprehensive income (loss)
|
156
|
|
|
(3,013
|
)
|
||
Additional paid-in capital
|
2,086,893
|
|
|
1,828,821
|
|
||
Accumulated deficit
|
(1,279,887
|
)
|
|
(1,020,784
|
)
|
||
Total stockholders’ equity
|
807,305
|
|
|
805,161
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,044,460
|
|
|
$
|
1,718,546
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Revenues
|
|
|
|
|
|
|
|
|
|||
License
|
$
|
693,704
|
|
|
$
|
546,925
|
|
|
$
|
405,399
|
|
Maintenance and services
|
577,084
|
|
|
403,030
|
|
|
263,036
|
|
|||
Total revenues
|
1,270,788
|
|
|
949,955
|
|
|
668,435
|
|
|||
Cost of revenues
(1)
|
|
|
|
|
|
|
|
|
|||
License
|
13,398
|
|
|
11,965
|
|
|
9,080
|
|
|||
Maintenance and services
|
243,011
|
|
|
179,088
|
|
|
105,042
|
|
|||
Total cost of revenues
|
256,409
|
|
|
191,053
|
|
|
114,122
|
|
|||
Gross profit
|
1,014,379
|
|
|
758,902
|
|
|
554,313
|
|
|||
Operating expenses
(1)
|
|
|
|
|
|
|
|
|
|||
Research and development
|
301,114
|
|
|
295,850
|
|
|
215,309
|
|
|||
Sales and marketing
|
808,417
|
|
|
653,524
|
|
|
505,348
|
|
|||
General and administrative
|
159,143
|
|
|
153,359
|
|
|
121,579
|
|
|||
Total operating expenses
|
1,268,674
|
|
|
1,102,733
|
|
|
842,236
|
|
|||
Operating loss
|
(254,295
|
)
|
|
(343,831
|
)
|
|
(287,923
|
)
|
|||
Interest and other income (expense), net
|
|
|
|
|
|
|
|
|
|||
Interest income (expense), net
|
149
|
|
|
(2,829
|
)
|
|
1,798
|
|
|||
Other income (expense), net
|
(3,600
|
)
|
|
(3,022
|
)
|
|
(519
|
)
|
|||
Total interest and other income (expense), net
|
(3,451
|
)
|
|
(5,851
|
)
|
|
1,279
|
|
|||
Loss before income taxes
|
(257,746
|
)
|
|
(349,682
|
)
|
|
(286,644
|
)
|
|||
Provision for income taxes (benefit)
|
1,357
|
|
|
5,507
|
|
|
(7,872
|
)
|
|||
Net loss
|
$
|
(259,103
|
)
|
|
$
|
(355,189
|
)
|
|
$
|
(278,772
|
)
|
|
|
|
|
|
|
|
|
|
|||
Basic and diluted net loss per share
|
$
|
(1.85
|
)
|
|
$
|
(2.65
|
)
|
|
$
|
(2.20
|
)
|
|
|
|
|
|
|
|
|
|
|||
Weighted-average shares used in computing basic and diluted net loss per share
|
139,866
|
|
|
133,910
|
|
|
126,746
|
|
Cost of revenues
|
$
|
33,605
|
|
|
$
|
30,971
|
|
|
$
|
26,057
|
|
Research and development
|
106,690
|
|
|
129,388
|
|
|
89,197
|
|
|||
Sales and marketing
|
159,240
|
|
|
161,164
|
|
|
130,054
|
|
|||
General and administrative
|
58,928
|
|
|
56,518
|
|
|
46,949
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net loss
|
$
|
(259,103
|
)
|
|
$
|
(355,189
|
)
|
|
$
|
(278,772
|
)
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|||
Net unrealized gain (loss) on investments (net of tax)
|
(911
|
)
|
|
(174
|
)
|
|
(66
|
)
|
|||
Foreign currency translation adjustments
|
4,080
|
|
|
931
|
|
|
(2,867
|
)
|
|||
Total other comprehensive income (loss)
|
3,169
|
|
|
757
|
|
|
(2,933
|
)
|
|||
Comprehensive loss
|
$
|
(255,934
|
)
|
|
$
|
(354,432
|
)
|
|
$
|
(281,705
|
)
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Additional Paid-in Capital
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
Accumulated Deficit
|
|
Total Stockholders
’
Equity
|
|||||||||||
Balances at January 31, 2015
|
123,538,492
|
|
|
$
|
123
|
|
|
$
|
1,200,858
|
|
|
$
|
(837
|
)
|
|
$
|
(386,823
|
)
|
|
$
|
813,321
|
|
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
292,257
|
|
|
—
|
|
|
—
|
|
|
292,257
|
|
|||||
Issuance of common stock upon exercise of options
|
2,755,556
|
|
|
3
|
|
|
15,266
|
|
|
—
|
|
|
—
|
|
|
15,269
|
|
|||||
Vesting of early exercised options
|
—
|
|
|
—
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
|||||
Vesting of restricted stock units
|
4,136,073
|
|
|
5
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Issuance of common stock upon ESSP purchase
|
441,564
|
|
|
—
|
|
|
19,342
|
|
|
—
|
|
|
—
|
|
|
19,342
|
|
|||||
Issuance of restricted stock awards
|
671,782
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Excess tax benefits from employee stock plans
|
—
|
|
|
—
|
|
|
874
|
|
|
—
|
|
|
—
|
|
|
874
|
|
|||||
Unrealized loss from investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(66
|
)
|
|
—
|
|
|
(66
|
)
|
|||||
Net change in cumulative translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,867
|
)
|
|
—
|
|
|
(2,867
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(278,772
|
)
|
|
(278,772
|
)
|
|||||
Balances at January 31, 2016
|
131,543,467
|
|
|
132
|
|
|
1,528,647
|
|
|
(3,770
|
)
|
|
(665,595
|
)
|
|
859,414
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
378,041
|
|
|
—
|
|
|
—
|
|
|
378,041
|
|
|||||
Issuance of common stock upon exercise of options
|
1,642,599
|
|
|
2
|
|
|
7,746
|
|
|
—
|
|
|
—
|
|
|
7,748
|
|
|||||
Vesting of restricted stock units
|
3,571,873
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|||||
Taxes paid related to net share settlement of equity awards
|
—
|
|
|
—
|
|
|
(113,707
|
)
|
|
—
|
|
|
—
|
|
|
(113,707
|
)
|
|||||
Issuance of common stock upon ESPP purchase
|
597,545
|
|
|
—
|
|
|
27,412
|
|
|
—
|
|
|
—
|
|
|
27,412
|
|
|||||
Forfeited restricted stock awards
|
(186,003
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Excess tax benefits from employee stock plans
|
—
|
|
|
—
|
|
|
682
|
|
|
—
|
|
|
—
|
|
|
682
|
|
|||||
Unrealized loss from investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(174
|
)
|
|
—
|
|
|
(174
|
)
|
|||||
Net change in cumulative translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
931
|
|
|
—
|
|
|
931
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(355,189
|
)
|
|
(355,189
|
)
|
|||||
Balances at January 31, 2017
|
137,169,481
|
|
|
137
|
|
|
1,828,821
|
|
|
(3,013
|
)
|
|
(1,020,784
|
)
|
|
805,161
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
358,463
|
|
|
—
|
|
|
—
|
|
|
358,463
|
|
|||||
Issuance of common stock upon exercise of options
|
1,428,602
|
|
|
1
|
|
|
4,170
|
|
|
—
|
|
|
—
|
|
|
4,171
|
|
|||||
Vesting of restricted stock units
|
3,515,384
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Taxes paid related to net share settlement of equity awards
|
—
|
|
|
—
|
|
|
(138,604
|
)
|
|
—
|
|
|
—
|
|
|
(138,604
|
)
|
|||||
Issuance of common stock upon ESPP purchase
|
721,656
|
|
|
1
|
|
|
34,043
|
|
|
—
|
|
|
—
|
|
|
34,044
|
|
|||||
Unrealized loss from investments
|
—
|
|
|
—
|
|
|
—
|
|
|
(911
|
)
|
|
—
|
|
|
(911
|
)
|
|||||
Net change in cumulative translation adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
4,080
|
|
|
—
|
|
|
4,080
|
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(259,103
|
)
|
|
(259,103
|
)
|
|||||
Balances at January 31, 2018
|
142,835,123
|
|
|
$
|
143
|
|
|
$
|
2,086,893
|
|
|
$
|
156
|
|
|
$
|
(1,279,887
|
)
|
|
$
|
807,305
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities
|
|
|
|
|
|
|
|
||||
Net loss
|
$
|
(259,103
|
)
|
|
$
|
(355,189
|
)
|
|
$
|
(278,772
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
40,941
|
|
|
32,113
|
|
|
19,491
|
|
|||
Amortization of investment premiums (accretion of discounts)
|
259
|
|
|
840
|
|
|
1,332
|
|
|||
Stock-based compensation
|
358,463
|
|
|
378,041
|
|
|
292,257
|
|
|||
Deferred income taxes
|
(4,822
|
)
|
|
(326
|
)
|
|
(11,140
|
)
|
|||
Excess tax benefits from employee stock plans
|
—
|
|
|
(682
|
)
|
|
(874
|
)
|
|||
Non-cash facility exit adjustment
|
(5,191
|
)
|
|
8,625
|
|
|
—
|
|
|||
Accelerated depreciation of property and equipment
|
—
|
|
|
2,739
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of acquisitions:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(153,518
|
)
|
|
(56,616
|
)
|
|
(53,252
|
)
|
|||
Prepaid expenses, other current and non-current assets
|
(45,611
|
)
|
|
(25,726
|
)
|
|
4,675
|
|
|||
Accounts payable
|
3,409
|
|
|
2,720
|
|
|
965
|
|
|||
Accrued compensation
|
44,484
|
|
|
4,194
|
|
|
30,026
|
|
|||
Accrued expenses and other liabilities
|
3,845
|
|
|
35,145
|
|
|
5,496
|
|
|||
Deferred revenue
|
279,748
|
|
|
175,956
|
|
|
145,418
|
|
|||
Net cash provided by operating activities
|
262,904
|
|
|
201,834
|
|
|
155,622
|
|
|||
Cash flows from investing activities
|
|
|
|
|
|
|
|
||||
Purchases of investments
|
(645,762
|
)
|
|
(683,787
|
)
|
|
(480,610
|
)
|
|||
Maturities of investments
|
687,485
|
|
|
605,175
|
|
|
522,645
|
|
|||
Acquisitions, net of cash acquired
|
(59,350
|
)
|
|
—
|
|
|
(142,693
|
)
|
|||
Purchases of property and equipment
|
(20,503
|
)
|
|
(45,349
|
)
|
|
(51,332
|
)
|
|||
Other investment activities
|
(375
|
)
|
|
(3,500
|
)
|
|
(1,500
|
)
|
|||
Net cash used in investing activities
|
(38,505
|
)
|
|
(127,461
|
)
|
|
(153,490
|
)
|
|||
Cash flows from financing activities
|
|
|
|
|
|
|
|
||||
Proceeds from the exercise of stock options
|
4,175
|
|
|
7,751
|
|
|
15,269
|
|
|||
Proceeds from employee stock purchase plan
|
34,044
|
|
|
27,412
|
|
|
19,342
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(137,830
|
)
|
|
(113,707
|
)
|
|
—
|
|
|||
Repayment of financing lease obligation
|
(1,808
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefits from employee stock plans
|
—
|
|
|
682
|
|
|
874
|
|
|||
Net cash provided by (used in) financing activities
|
(101,419
|
)
|
|
(77,862
|
)
|
|
35,485
|
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
1,621
|
|
|
294
|
|
|
(391
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
124,601
|
|
|
(3,195
|
)
|
|
37,226
|
|
|||
Cash and cash equivalents at beginning of period
|
421,346
|
|
|
424,541
|
|
|
387,315
|
|
|||
Cash and cash equivalents at end of period
|
$
|
545,947
|
|
|
$
|
421,346
|
|
|
$
|
424,541
|
|
Supplemental disclosures
|
|
|
|
|
|
|
|
||||
Cash paid for income taxes
|
$
|
6,480
|
|
|
$
|
3,021
|
|
|
$
|
1,408
|
|
Cash paid for interest expense related to financing lease obligation
|
8,150
|
|
|
4,132
|
|
|
—
|
|
|||
Non-cash investing and financing activities
|
|
|
|
|
|
||||||
Increase (decrease) in accrued purchases of property and equipment
|
132
|
|
|
(1,121
|
)
|
|
(775
|
)
|
|||
Increase in capitalized construction costs related to build-to-suit lease
|
—
|
|
|
10,065
|
|
|
42,825
|
|
•
|
there is persuasive evidence of an arrangement;
|
•
|
the software or services have been delivered to the customer;
|
•
|
the amount of fees to be paid by the customer is fixed or determinable; and
|
•
|
the collection of the related fees is probable.
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
|
|
|
|
|
|
||||||
Balance at beginning of period
|
$
|
475
|
|
|
$
|
531
|
|
|
$
|
473
|
|
Add: bad debt expense
|
—
|
|
|
—
|
|
|
98
|
|
|||
Less: write-offs, net of recoveries
|
(8
|
)
|
|
(56
|
)
|
|
(40
|
)
|
|||
Balance at end of period
|
$
|
467
|
|
|
$
|
475
|
|
|
$
|
531
|
|
|
Useful Life
|
Computer equipment and software
|
3 years
|
Furniture and fixtures
|
5 years
|
Leasehold improvements
|
Shorter of the useful life of the asset or the lease term
|
|
|
Year Ended January 31, 2018
|
||||||||||
|
|
As Reported
|
|
Impact of Adoption
|
|
As Adjusted
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
License
|
|
$
|
693,704
|
|
|
$
|
47,598
|
|
|
$
|
741,302
|
|
Maintenance and services
|
|
577,084
|
|
|
(9,254
|
)
|
|
567,830
|
|
|||
Total revenues
|
|
1,270,788
|
|
|
38,344
|
|
|
1,309,132
|
|
|||
Gross Profit
|
|
1,014,379
|
|
|
38,344
|
|
|
1,052,723
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Sales and marketing
|
|
808,417
|
|
|
(30,541
|
)
|
|
777,876
|
|
|||
Operating loss
|
|
(254,295
|
)
|
|
68,885
|
|
|
(185,410
|
)
|
|||
Net loss
|
|
$
|
(259,103
|
)
|
|
$
|
68,885
|
|
|
$
|
(190,218
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per share
|
|
$
|
(1.85
|
)
|
|
$
|
0.49
|
|
|
$
|
(1.36
|
)
|
|
|
Year Ended January 31, 2017
|
||||||||||
|
|
As Reported
|
|
Impact of Adoption
|
|
As Adjusted
|
||||||
Revenues
|
|
|
|
|
|
|
||||||
License
|
|
$
|
546,925
|
|
|
$
|
(3,415
|
)
|
|
$
|
543,510
|
|
Maintenance and services
|
|
403,030
|
|
|
(2,976
|
)
|
|
400,054
|
|
|||
Total revenues
|
|
949,955
|
|
|
(6,391
|
)
|
|
943,564
|
|
|||
Gross Profit
|
|
758,902
|
|
|
(6,391
|
)
|
|
752,511
|
|
|||
Operating expenses
|
|
|
|
|
|
|
||||||
Sales and marketing
|
|
653,524
|
|
|
(14,120
|
)
|
|
639,404
|
|
|||
Operating loss
|
|
(343,831
|
)
|
|
7,729
|
|
|
(336,102
|
)
|
|||
Net loss
|
|
$
|
(355,189
|
)
|
|
$
|
7,729
|
|
|
$
|
(347,460
|
)
|
|
|
|
|
|
|
|
||||||
Basic and diluted net loss per share
|
|
$
|
(2.65
|
)
|
|
$
|
0.06
|
|
|
$
|
(2.59
|
)
|
|
|
January 31, 2018
|
||||||||||
|
|
As previously reported
|
|
Impact of Adoption
|
|
As Adjusted
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
$
|
391,799
|
|
|
$
|
4,614
|
|
|
$
|
396,413
|
|
Deferred commissions, current portion
|
|
—
|
|
|
52,451
|
|
|
52,451
|
|
|||
Deferred commissions, non-current
|
|
—
|
|
|
37,920
|
|
|
37,920
|
|
|||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
||||||
Accrued expenses and other liabilities
|
|
77,160
|
|
|
7,471
|
|
|
84,631
|
|
|||
Deferred revenue, current portion
|
|
635,253
|
|
|
(145,340
|
)
|
|
489,913
|
|
|||
Deferred revenue, non-current
|
|
269,954
|
|
|
(91,162
|
)
|
|
178,792
|
|
|||
Accumulated deficit
|
|
(1,279,887
|
)
|
|
324,016
|
|
|
(955,871
|
)
|
|
|
January 31, 2017
|
||||||||||
|
|
As previously reported
|
|
Impact of Adoption
|
|
As Adjusted
|
||||||
Assets
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
$
|
238,281
|
|
|
$
|
7,179
|
|
|
$
|
245,460
|
|
Deferred commissions, current portion
|
|
—
|
|
|
30,410
|
|
|
30,410
|
|
|||
Deferred commissions, non-current
|
|
—
|
|
|
29,858
|
|
|
29,858
|
|
|||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
|
||||||
Accrued expenses and other liabilities
|
|
81,071
|
|
|
1,349
|
|
|
82,420
|
|
|||
Deferred revenue, current portion
|
|
478,707
|
|
|
(145,165
|
)
|
|
333,542
|
|
|||
Deferred revenue, non-current
|
|
146,752
|
|
|
(43,868
|
)
|
|
102,884
|
|
|||
Accumulated deficit
|
|
(1,020,784
|
)
|
|
255,131
|
|
|
(765,653
|
)
|
|
|
January 31, 2018
|
|
January 31, 2017
|
||||||||||||||||||||||||||||
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
341,687
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
341,687
|
|
|
$
|
345,959
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
345,959
|
|
U.S. treasury securities
|
|
—
|
|
|
619,203
|
|
|
—
|
|
|
619,203
|
|
|
—
|
|
|
662,096
|
|
|
—
|
|
|
662,096
|
|
||||||||
Other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,000
|
|
|
3,000
|
|
||||||||
Reported as:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
|
|
$
|
341,687
|
|
|
|
|
|
|
|
|
|
|
|
$
|
345,959
|
|
||||||
Investments, current portion
|
|
|
|
|
|
|
|
619,203
|
|
|
|
|
|
|
|
|
662,096
|
|
||||||||||||||
Investments, non-current
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
3,000
|
|
||||||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
$
|
960,890
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,011,055
|
|
|
|
January 31, 2018
|
||||||||||||||
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Investments, current portion:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
$
|
620,345
|
|
|
$
|
—
|
|
|
$
|
(1,142
|
)
|
|
$
|
619,203
|
|
Total available-for-sale investments
|
|
$
|
620,345
|
|
|
$
|
—
|
|
|
$
|
(1,142
|
)
|
|
$
|
619,203
|
|
|
|
January 31, 2017
|
||||||||||||||
|
|
Amortized Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
Investments, current portion:
|
|
|
|
|
|
|
|
|
||||||||
U.S. treasury securities
|
|
$
|
662,327
|
|
|
$
|
32
|
|
|
$
|
(263
|
)
|
|
$
|
662,096
|
|
Total available-for-sale investments
|
|
$
|
662,327
|
|
|
$
|
32
|
|
|
$
|
(263
|
)
|
|
$
|
662,096
|
|
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||||||
January 31, 2018:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury securities
|
|
$
|
619,203
|
|
|
$
|
(1,142
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
619,203
|
|
|
$
|
(1,142
|
)
|
January 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. treasury securities
|
|
$
|
446,073
|
|
|
$
|
(263
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
446,073
|
|
|
$
|
(263
|
)
|
|
|
January 31, 2018
|
||
Due within one year
|
|
$
|
619,203
|
|
Total
|
|
$
|
619,203
|
|
|
|
Payments Due by Period*
|
||||||||||||||||||
|
|
Total
|
|
Less Than 1
year |
|
1-3 years
|
|
3-5 years
|
|
More Than 5
years |
||||||||||
Operating lease commitments
(1)
|
|
$
|
165,173
|
|
|
$
|
24,178
|
|
|
$
|
43,123
|
|
|
$
|
37,531
|
|
|
$
|
60,341
|
|
|
|
Carrying amount
|
||
Balance as of January 31, 2017
|
|
$
|
8,625
|
|
Facility exit charge - adjustment (revision of estimated sublease income)
(1)
|
|
(5,191
|
)
|
|
Cash payments, net of deferred rent
|
|
(3,114
|
)
|
|
Balance as of January 31, 2018
|
|
$
|
320
|
|
Fiscal Period:
|
|
|
||
Fiscal 2019
|
|
$
|
12,551
|
|
Fiscal 2020
|
|
12,928
|
|
|
Fiscal 2021
|
|
13,316
|
|
|
Fiscal 2022
|
|
13,715
|
|
|
Fiscal 2023
|
|
14,127
|
|
|
Fiscal 2024
|
|
8,142
|
|
|
Total future minimum lease payments
|
|
$
|
74,779
|
|
|
|
As of January 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Computer equipment and software
|
|
$
|
69,457
|
|
|
$
|
59,396
|
|
Furniture and fixtures
|
|
18,090
|
|
|
16,194
|
|
||
Leasehold and building improvements
(1)
|
|
67,348
|
|
|
58,569
|
|
||
Building
(2)
|
|
82,250
|
|
|
82,250
|
|
||
|
|
237,145
|
|
|
216,409
|
|
||
Less: accumulated depreciation and amortization
|
|
(76,265
|
)
|
|
(50,014
|
)
|
||
Property and equipment, net
|
|
$
|
160,880
|
|
|
$
|
166,395
|
|
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
8,320
|
|
|
36
|
Other acquired intangible assets
|
|
1,790
|
|
|
24
|
|
Total intangible assets acquired
|
|
$
|
10,110
|
|
|
|
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
11,310
|
|
|
36
|
Total intangible assets acquired
|
|
$
|
11,310
|
|
|
|
|
|
Fair Value
|
|
Useful Life (months)
|
||
Developed technology
|
|
$
|
3,500
|
|
|
48
|
Other acquired intangible assets
|
|
300
|
|
|
24
|
|
Total intangible assets acquired
|
|
$
|
3,800
|
|
|
|
|
|
Fiscal Year
Ended January 31, |
||||||
|
|
2018
|
|
2017
|
||||
Beginning balance
|
|
$
|
124,642
|
|
|
$
|
123,318
|
|
Goodwill acquired
|
|
36,740
|
|
|
—
|
|
||
Foreign currency translation adjustments
|
|
—
|
|
|
1,324
|
|
||
Ending balance
|
|
$
|
161,382
|
|
|
$
|
124,642
|
|
|
|
Gross Fair Value
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Weighted-Average Remaining Useful Life
(months)
|
||||||
Developed technology
|
|
$
|
82,500
|
|
|
$
|
(36,156
|
)
|
|
$
|
46,344
|
|
|
37
|
Customer relationships
|
|
1,810
|
|
|
(1,784
|
)
|
|
26
|
|
|
5
|
|||
Other acquired intangible assets
|
|
3,270
|
|
|
(1,498
|
)
|
|
1,772
|
|
|
20
|
|||
Total intangible assets subject to amortization
|
|
$
|
87,580
|
|
|
$
|
(39,438
|
)
|
|
$
|
48,142
|
|
|
|
|
|
Gross Fair Value
|
|
Accumulated Amortization
|
|
Net Book Value
|
|
Weighted-Average Remaining Useful Life
(months)
|
||||||
Developed technology
|
|
$
|
59,370
|
|
|
$
|
(23,222
|
)
|
|
$
|
36,148
|
|
|
50
|
Customer relationships
|
|
1,810
|
|
|
(1,720
|
)
|
|
90
|
|
|
17
|
|||
Other acquired intangible assets
|
|
1,180
|
|
|
(1,005
|
)
|
|
175
|
|
|
17
|
|||
Total intangible assets subject to amortization
|
|
$
|
62,360
|
|
|
$
|
(25,947
|
)
|
|
$
|
36,413
|
|
|
|
Fiscal Period:
|
|
|
||
Fiscal 2019
|
|
$
|
16,459
|
|
Fiscal 2020
|
|
15,741
|
|
|
Fiscal 2021
|
|
12,646
|
|
|
Fiscal 2022
|
|
3,296
|
|
|
Total amortization expense
|
|
$
|
48,142
|
|
|
|
|
|
Options Outstanding
|
|
RSUs and PSUs
Outstanding |
|||||||||||||
|
|
Available
for Grant |
|
Shares
|
|
Weighted-
Average Exercise Price Per Share |
|
Weighted-
Average Remaining Contractual Term |
|
Aggregate
Intrinsic Value (1) |
|
Shares
|
|||||||
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|||||||
Balances as of January 31, 2016
|
|
6,553,144
|
|
|
3,715,999
|
|
|
$
|
4.72
|
|
|
4.24
|
|
$
|
154,696
|
|
|
14,752,253
|
|
Additional shares authorized
|
|
6,577,173
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Options exercised
|
|
|
|
(1,642,599
|
)
|
|
4.72
|
|
|
|
|
|
|
|
|
|
|||
Options forfeited and expired
|
|
15,506
|
|
|
(15,506
|
)
|
|
11.36
|
|
|
|
|
|
|
|
|
|
||
RSUs and PSUs granted
|
|
(6,278,185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
6,278,185
|
|
||
RSUs and PSUs vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,644,893
|
)
|
|||
Shares withheld related to net share settlement of RSUs and PSUs
|
|
2,073,020
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
RSUs and PSUs forfeited and canceled
|
|
1,461,131
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,461,131
|
)
|
||
Balances as of January 31, 2017
|
|
10,401,789
|
|
|
2,057,894
|
|
|
$
|
4.67
|
|
|
3.28
|
|
$
|
109,571
|
|
|
13,924,414
|
|
Additional shares authorized
|
|
6,858,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options exercised
|
|
|
|
|
(1,428,602
|
)
|
|
2.92
|
|
|
|
|
|
|
|
||||
Options forfeited and expired
|
|
6,172
|
|
|
(6,172
|
)
|
|
50.38
|
|
|
|
|
|
|
|
||||
RSUs and PSUs granted
|
|
(6,638,656
|
)
|
|
|
|
|
|
|
|
|
|
|
|
6,638,656
|
|
|||
RSUs and PSUs vested
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,555,299
|
)
|
|||
Shares withheld related to net share settlement of RSUs and PSUs
|
|
2,039,915
|
|
|
|
|
|
|
|
|
|
|
|
||||||
RSUs and PSUs forfeited and canceled
|
|
1,991,298
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,991,298
|
)
|
|||
Balances as of January 31, 2018
|
|
14,658,992
|
|
|
623,120
|
|
|
$
|
8.22
|
|
|
3.68
|
|
$
|
52,435
|
|
|
13,016,473
|
|
Vested and expected to vest
|
|
|
|
623,095
|
|
|
$
|
8.22
|
|
|
3.68
|
|
$
|
52,433
|
|
|
12,624,905
|
|
|
Exercisable as of January 31, 2018
|
|
|
|
611,568
|
|
|
$
|
8.35
|
|
|
3.62
|
|
$
|
51,383
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of revenues
|
|
$
|
33,605
|
|
|
$
|
30,971
|
|
|
$
|
26,057
|
|
Research and development
|
|
106,690
|
|
|
129,388
|
|
|
89,197
|
|
|||
Sales and marketing
|
|
159,240
|
|
|
161,164
|
|
|
130,054
|
|
|||
General and administrative
|
|
58,928
|
|
|
56,518
|
|
|
46,949
|
|
|||
Total stock-based compensation expense
|
|
$
|
358,463
|
|
|
$
|
378,041
|
|
|
$
|
292,257
|
|
|
|
Fiscal Year Ended January 31,
|
|
|
|
2016
|
|
Expected volatility
|
|
62.8
|
%
|
Risk-free rate
|
|
1.6
|
%
|
Dividend yield
|
|
—
|
|
Expected term (in years)
|
|
5.3
|
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
|
2018
|
|
2017
|
|
2016
|
|||
Expected volatility
|
|
28.4 - 34.5%
|
|
|
37.4 - 57.6%
|
|
|
37.3 - 57.1%
|
|
Risk-free rate
|
|
1.1 - 1.7%
|
|
|
0.3 - 0.9%
|
|
|
0.1 - 0.7%
|
|
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
Expected term (in years)
|
|
0.5 - 1.0
|
|
|
0.5 - 1.0
|
|
|
0.5 - 1.0
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
936,865
|
|
|
$
|
725,451
|
|
|
$
|
501,802
|
|
International
|
333,923
|
|
|
224,504
|
|
|
166,633
|
|
|||
Total revenues
|
$
|
1,270,788
|
|
|
$
|
949,955
|
|
|
$
|
668,435
|
|
|
As of January 31,
|
||||||
|
2018
|
|
2017
|
||||
United States
|
$
|
153,335
|
|
|
$
|
159,428
|
|
International
|
7,545
|
|
|
6,967
|
|
||
Total property and equipment, net
|
$
|
160,880
|
|
|
$
|
166,395
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
United States
|
$
|
(276,492
|
)
|
|
$
|
(362,505
|
)
|
|
$
|
(294,624
|
)
|
International
|
18,746
|
|
|
12,823
|
|
|
7,980
|
|
|||
Total
|
$
|
(257,746
|
)
|
|
$
|
(349,682
|
)
|
|
$
|
(286,644
|
)
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Current tax provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State
|
301
|
|
|
274
|
|
|
223
|
|
|||
Foreign
|
5,878
|
|
|
5,559
|
|
|
3,045
|
|
|||
Total current tax provision
|
6,179
|
|
|
5,833
|
|
|
3,268
|
|
|||
Deferred tax provision:
|
|
|
|
|
|
||||||
Federal
|
(2,825
|
)
|
|
165
|
|
|
(10,437
|
)
|
|||
State
|
(362
|
)
|
|
15
|
|
|
(487
|
)
|
|||
Foreign
|
(1,635
|
)
|
|
(506
|
)
|
|
(216
|
)
|
|||
Total deferred tax provision
|
(4,822
|
)
|
|
(326
|
)
|
|
(11,140
|
)
|
|||
Total tax provision (benefit)
|
$
|
1,357
|
|
|
$
|
5,507
|
|
|
$
|
(7,872
|
)
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Expected provision at U.S. federal statutory rate
|
$
|
(54,126
|
)
|
|
$
|
(118,892
|
)
|
|
$
|
(97,459
|
)
|
State income taxes - net of federal benefit
|
(8,918
|
)
|
|
(10,711
|
)
|
|
(8,730
|
)
|
|||
Stock-based compensation
|
8,450
|
|
|
21,772
|
|
|
10,734
|
|
|||
Research and development tax credits
|
(18,463
|
)
|
|
(13,496
|
)
|
|
(11,965
|
)
|
|||
Tax reserve for uncertain tax positions
|
375
|
|
|
18
|
|
|
26
|
|
|||
Change in valuation allowance
|
(154,299
|
)
|
|
124,220
|
|
|
108,300
|
|
|||
Non-deductible expenses
|
2,145
|
|
|
2,694
|
|
|
2,632
|
|
|||
Release of valuation allowance due to acquisitions
|
(3,187
|
)
|
|
—
|
|
|
(10,924
|
)
|
|||
Impact of the Act - U.S. tax rate differential
|
230,133
|
|
|
—
|
|
|
—
|
|
|||
Non-U.S. tax rate differential
|
(753
|
)
|
|
(98
|
)
|
|
(486
|
)
|
|||
Total tax provision (benefit)
|
$
|
1,357
|
|
|
$
|
5,507
|
|
|
$
|
(7,872
|
)
|
|
Fiscal Year Ended January 31,
|
||||||
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
401,339
|
|
|
$
|
220,818
|
|
Accrued liabilities
|
16,546
|
|
|
14,848
|
|
||
Tax credit carryforwards
|
71,373
|
|
|
49,280
|
|
||
Stock-based compensation
|
22,411
|
|
|
36,074
|
|
||
Deferred revenue
|
47,393
|
|
|
40,046
|
|
||
Valuation allowance
|
(551,419
|
)
|
|
(356,782
|
)
|
||
Total deferred tax assets
|
7,643
|
|
|
4,284
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
(4,539
|
)
|
|
(3,459
|
)
|
||
Total deferred tax liabilities
|
(4,539
|
)
|
|
(3,459
|
)
|
||
Net deferred taxes
|
3,104
|
|
|
825
|
|
||
Recorded as:
|
|
|
|
||||
Non-current deferred tax assets
|
554,523
|
|
|
357,607
|
|
||
Non-current valuation allowance
|
(551,419
|
)
|
|
(356,782
|
)
|
||
Net deferred tax assets
|
$
|
3,104
|
|
|
$
|
825
|
|
|
Amount
|
|
Expiration years
|
||
Net operating loss, federal (generated in taxable years ending after 12/31/17)
|
$
|
193,434
|
|
|
No expiration
|
Net operating loss, federal (generated in taxable years prior to 12/31/17)
|
1,406,923
|
|
|
2025 - 2038
|
|
Net operating loss, state
|
1,073,049
|
|
|
2019 - 2038
|
|
Tax credit, federal
|
52,275
|
|
|
2026 - 2038
|
|
Tax credit, state
|
50,392
|
|
|
N/A
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
16,755
|
|
|
$
|
12,493
|
|
|
$
|
8,462
|
|
Increase related to prior year tax positions
|
6,355
|
|
|
—
|
|
|
—
|
|
|||
Decrease related to prior year tax positions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increase related to current year tax positions
|
8,692
|
|
|
4,262
|
|
|
4,031
|
|
|||
Balance at end of year
|
$
|
31,802
|
|
|
$
|
16,755
|
|
|
$
|
12,493
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(259,103
|
)
|
|
$
|
(355,189
|
)
|
|
$
|
(278,772
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
139,921
|
|
|
134,357
|
|
|
127,415
|
|
|||
Less: Weighted-average unvested common shares subject to repurchase or forfeiture
|
(55
|
)
|
|
(447
|
)
|
|
(669
|
)
|
|||
Weighted-average shares used to compute net loss per share, basic and diluted
|
139,866
|
|
|
133,910
|
|
|
126,746
|
|
|||
Net loss per share, basic and diluted
|
$
|
(1.85
|
)
|
|
$
|
(2.65
|
)
|
|
$
|
(2.20
|
)
|
|
As of January 31,
|
|||||||
|
2018
|
|
2017
|
|
2016
|
|||
Shares subject to outstanding common stock options
|
623
|
|
|
2,058
|
|
|
3,716
|
|
Shares subject to outstanding RSUs, PSUs and RSAs
|
13,080
|
|
|
14,002
|
|
|
15,374
|
|
Employee stock purchase plan
|
543
|
|
|
669
|
|
|
548
|
|
Total
|
14,246
|
|
|
16,729
|
|
|
19,638
|
|
1.
|
Consolidated Financial Statements: Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” Under Part II, Item 8 of this report.
|
2.
|
Financial Statement Schedules: Financial statement schedules have been omitted because they are not applicable or the required information is shown in the Consolidated Financial Statements or Notes thereto.
|
3.
|
Exhibits: The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
|
Exhibit
Number
|
|
Description
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Schema Linkbase Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Labels Linkbase Document
|
|
|
|
101.RE
|
|
XBRL Taxonomy Presentation Linkbase Document
|
#
|
|
Indicates management contract or compensatory plan.
|
|
|
|
|
SPLUNK INC.
|
|
|
|
|
|
By:
|
/s/ Douglas S. Merritt
|
|
|
Douglas S. Merritt
President and Chief Executive Officer |
Signature
|
Title
|
Date
|
|
|
|
|
|
|
/s/ Douglas S. Merritt
|
President and Chief Executive Officer (Principal Executive Officer)
|
March 30, 2018
|
Douglas S. Merritt
|
|
|
|
|
|
/s/ David F. Conte
|
Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)
|
March 30, 2018
|
David F. Conte
|
|
|
|
|
|
/s/ Godfrey R. Sullivan
|
Chairman and Director
|
March 30, 2018
|
Godfrey R. Sullivan
|
|
|
|
|
|
/s/ Mark T. Carges
|
Director
|
March 30, 2018
|
Mark T. Carges
|
|
|
|
|
|
/s/ Sara J. Baack
|
Director
|
March 30, 2018
|
Sara J. Baack
|
|
|
|
|
|
/s/ John G. Connors
|
Director
|
March 30, 2018
|
John G. Connors
|
|
|
|
|
|
/s/ Elisa A. Steele
|
Director
|
March 30, 2018
|
Elisa A. Steele
|
|
|
|
|
|
/s/ Patricia B. Morrison
|
Director
|
March 30, 2018
|
Patricia B. Morrison
|
|
|
|
|
|
/s/ Thomas M. Neustaetter
|
Director
|
March 30, 2018
|
Thomas M. Neustaetter
|
|
|
|
|
|
/s/ Stephen G. Newberry
|
Director
|
March 30, 2018
|
Stephen G. Newberry
|
|
|
|
|
|
/s/ Graham V. Smith
|
Director
|
March 30, 2018
|
Graham V. Smith
|
|
|
|
|
|
1.
|
Between the date of this letter through the Termination Date, you will continue to be paid your current annualized base salary of $400,000. You will continue to participate in Splunk’s equity plans in which you are currently participating, and the equity awards you previously received will continue to vest in accordance with the terms of the applicable equity plan. You will also continue to participate in Splunk’s fiscal year 2018 annual executive bonus plan (the “FY 2018 Bonus Plan”) and benefit plans in which you are currently participating;
|
2.
|
You acknowledge that the amounts stated in paragraph (1) above comprise all salary, bonus, compensation and benefits that will be payable or provided to you as a result of your continued employment with Splunk, and you are not eligible to receive any compensation or benefits under any other Company plan or program. All amounts will be paid in accordance with Splunk’s standard practices, and less deductions and withholdings;
|
3.
|
You will remain an “at will” employee, which means that either you or Splunk may terminate your employment at any time, with or without cause and with or without reason. You must comply with all applicable Splunk policies and practices (including, but not limited to, the Code of Business Conduct and Ethics and Insider Trading Policy), and the terms of the attached Release Agreement both prior to and after your Termination Date, as applicable;
|
4.
|
Prior to the Termination Date you will, as requested, remain available in person, by phone and electronic means and provide reasonable and timely assistance to answer questions and transition your duties and responsibilities; and
|
5.
|
Both prior to and after the Termination Date, you agree that at the Company’s request, you will provide reasonable assistance to the Company or any associated company in any threatened or actual litigation, arbitration, investigation or regulatory proceeding concerning it or them where you have knowledge of any facts or other matters which the Company or any associated company reasonably considers is relevant to such legal proceedings (including but not limited to giving statements, affidavits, testimony, meeting with legal and other professional advisers, attending interviews, hearings and giving evidence). The Company will, to the extent permitted by law and applicable court rules, reimburse you for reasonable out-of-pocket expenses you incur in extending such cooperation, in accordance with the Company’s Travel and Expense Policy.
|
1.
|
A lump sum payment equal to six (6) months of your then-current base salary in the amount of $200,000;
|
2.
|
A lump sum payment equal to the unpaid portion of your bonus under the FY 2018 Bonus Plan based on actual achievement of the applicable performance metrics for fiscal 2018, which will paid to you at the same time as bonuses under the FY 2018 Bonus Plan are paid to the Company’s other senior executive officers participating in the FY 2018 Bonus Plan, but in no event later than April 15, 2018. You acknowledge that your annual target bonus for fiscal 2018 is $280,000 and you previously received a mid-year bonus of $140,000 under the FY 2018 Bonus Plan.
|
3.
|
Your coverage under the Splunk group health plans is scheduled to end on January 31, 2018. However, you will have the opportunity to continue the benefits under the Splunk group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) to the same extent previously provided, for six (6) months, through July 31, 2018, or until you become eligible for group health insurance benefits from another employer or entity, whichever occurs first. You understand that you must inform Splunk if you receive group health coverage from another employer or entity before July 31, 2018, and that you may not increase the number of designated dependents, if any, during this time unless you do so at your own expense. The period of such Splunk-paid COBRA coverage shall be considered part of your COBRA coverage entitlement period, and may, for tax purposes, be considered income to you. This benefit will only be provided to the extent allowable by law. If such payment of COBRA premiums would result in a Splunk excise tax, then no such premiums will be paid, and if doing so would not cause imposition of an excise tax you will be paid a single lump sum of $12,000. You have been advised by Splunk to consult with Discovery Benefits or an advisor of your choice regarding COBRA continuation coverage or other coverage options through the Health Insurance Marketplace, Medicaid or other group health plan coverage options (such as a spouse’s plan) through what is called a “special enrollment” period. Splunk does not guarantee or imply that a “special enrollment” period or an “open enrollment” period will be available to you on, or shortly after July 31, 2018;
|
4.
|
Acceleration of vesting as to six (6) months of shares subject to all Splunk equity awards which have been granted to you (the “
Equity
Awards
”). With respect to the Splunk performance stock units that were granted to you during fiscal 2018 (the “
PSU
”), the PSU shall be treated pursuant to the terms of the PSU agreement, such that (a) the number of shares that will become earned and eligible to vest under the PSU agreement and the vesting provisions in the previous sentence will be calculated based on actual performance during fiscal 2018 as determined by the compensation committee of the Company’s board of directors following the completion of the Company’s annual financial statement audit for fiscal 2018, which is expected to occur in late March 2018 (such date, the “
Determination
Date
”) and (b) the “Vesting Commencement Date” for such earned PSU shares will be March 10, 2018. For the avoidance of doubt, any shares subject to Equity Awards (including the PSU) that (x) otherwise are scheduled to vest after July 31, 2018 shall not vest and shall be cancelled on the Termination Date and (y) with respect to the PSU, are not earned as determined by the Committee shall be cancelled on the Determination Date. For a summary of the vested and forfeited shares subject to Equity Awards, please see
Schedule 1
;
|
5.
|
Outplacement services for up to six (6) months following your Termination Date will be provided by an outplacement services firm selected by Splunk. Splunk will pay the outplacement services firm directly;
|
6.
|
If, prior to the Termination Date, you are terminated for Cause (as that term is defined in your Offer Letter dated October 12, 2016) (the “
Employment Letter
”), you will forfeit your right to receive the Severance Benefits; and
|
7.
|
Effective as of your Termination Date, your Employment Letter shall terminate, however paragraphs 5 (Confidentiality); 6 (At-Will Employment); 8 (Section 409A Matters); 9 (Definitions); 11 (Policies); and 12 (Arbitration) shall continue in full force and effect, except as specifically modified by the Release Agreement.
|
Award Date
|
Award ID
|
Award Type
|
Award Amount
|
Vested Before Acceleration
|
Unvested Before Acceleration
|
Six Months Vesting Acceleration
|
Unvested and Forfeited After Acceleration
|
12/07/2016
|
US-RSU7419
|
RSU
|
100,000
|
25,000
|
75,000
|
12,500
|
62,500
|
03/09/2017
|
US-PSU9766
|
PSU
|
36,000
|
0
|
36,000
|
11,250*
|
24,750**
|
03/09/2017
|
US-RSU9775
|
RSU
|
24,000
|
0
|
24,000
|
7,500
|
16,500
|
|
|
|
160,000
|
25,000
|
135,000
|
31,250*
|
103,750
|
1.
|
Release of All Claims
. On behalf of my heirs, spouse and assigns, I hereby completely release and forever discharge Splunk, its past and present parent companies, subsidiaries, affiliates, related entities, and each of their past and present agents, officers, directors, shareholders, employees, attorneys, insurers, successors and assigns (collectively referred to as the “Company”) from any and all claims, of any and every kind, nature and character, known or unknown, foreseen or unforeseen, based on any act or omission occurring prior to the date of this Release Agreement, to the fullest extent allowed by law, including but not limited to any claims arising out of my offer of employment, my employment, my compensation, or termination of my employment with Splunk. The matters released include, but are not limited to, any claims under federal, state or local laws, including claims arising under the Age Discrimination in Employment Act of 1967 (“
ADEA
”) as amended by the Older Workers’ Benefit Protection Act (“
OWBPA
”), and any common law tort, contract or statutory claims, and any claims for attorneys’ fees and costs. This Release Agreement does not release claims that cannot be released as a matter of law, including, but not necessarily limited to, any Protected Activity (as defined below), nor any indemnification rights available under any indemnification agreement I signed with the Company that is in effect immediately prior to my Termination Date, Company Bylaws, or under applicable law (collectively, the “
Indemnification Rights
”). Nothing in this Release Agreement shall be construed to prohibit me from filing a charge with a federal, state or local agency or participating in any investigation or proceeding conducted by a government agency. Notwithstanding the foregoing, to the maximum extent permitted by law, I agree to waive my right to recover monetary damages from the Company in any charge, complaint, or lawsuit filed by me or by anyone else on my behalf for any released claims. Further, claims challenging the validity of this Release Agreement under the ADEA as amended by the OWBPA are not released.
|
1.
|
Waiver of Unknown Claims
. I understand and agree that this Release Agreement extinguishes all claims, whether known or unknown, foreseen or unforeseen. I expressly waive any rights or benefits under Section 1542 of the California Civil Code, or any equivalent statute. California Civil Code Section 1542 provides as follows:
|
2.
|
Enforcement of This Release Agreement
. I also understand and agree that if any suit, affirmative defense, or counterclaim is brought to enforce the provisions of this Release Agreement, with the exception of a claim brought by me as to the validity of this Release Agreement under the ADEA as amended by the OWBPA, the prevailing party shall be entitled to its costs, expenses, and attorneys’ fees as well as any and all other remedies specifically authorized under the law.
|
3.
|
Representation Concerning Filing of Legal Actions; Covenant Not to Sue
. I represent that, as of the date of this Release Agreement, I have not filed any lawsuits, charges, complaints, petitions, claims or other accusatory pleadings against the Company in any court or with any governmental agency. To the maximum extent permitted by applicable law, I agree not to pursue any action nor seek damages or any other remedies for any released claims. I agree to execute any and all documents necessary to request dismissal or withdrawal, or to opt-out of such claims, with prejudice.
|
4.
|
No Disparagement
. Subject to Section 7 below, I agree not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage or criticize the personal and/or business reputations, practices or conduct of the Company or its employees. This Section 5 shall not apply to communications with government agencies.
|
5.
|
Return of Splunk Property
. By signing this Release Agreement, I represent and warrant that
I have returned to Splunk on the date of the Transition Letter, all Splunk materials, documents containing confidential, proprietary or trade secret information (regardless of the media or forum on which they are kept) including all copies and excerpts of the same, and property and equipment, including but not limited to laptop computers and other devices, corporate credit cards, building keys or access
|
6.
|
Protected Activity Not Prohibited
. I understand that nothing in this Agreement shall in any way limit or prohibit me from engaging in any Protected Activity. For purposes of this Agreement, “
Protected Activity
” shall mean filing a charge, complaint, or report with, or otherwise communicating, cooperating, or participating in any investigation or proceeding that may be conducted by, any federal, state or local government agency or commission, including the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, and the National Labor Relations Board (“
Government
Agencies
”). I understand that in connection with such Protected Activity, I am permitted to disclose documents or other information as permitted by law, and without giving notice to, or receiving authorization from, Splunk. Notwithstanding the foregoing, I agree to take all reasonable precautions to prevent any unauthorized use or disclosure of any information that may constitute Company confidential information under the Employee Invention Assignment and Confidentiality Agreement,
attached hereto in Attachment 2, which remains in full force and effect, to any parties other than the Government Agencies. I further understand that “Protected Activity” does not include the disclosure of any Company attorney-client privileged communications. Any language in the Employee Invention Assignment and Confidentiality Agreement regarding my right to engage in Protected Activity that conflicts with, or is contrary to, this paragraph is superseded by this Agreement. In addition, pursuant to the Defend Trade Secrets Act of 2016, I am notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (i) is made in confidence to a federal, state, or local government official (directly or indirectly) or to an attorney
solely
for the purpose of reporting or investigating a suspected violation of law, or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if (and only if) such filing is made under seal. In addition, an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the individual’s attorney and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
|
7.
|
Miscellaneous
.
I acknowledge that during my employment I obtained confidential, proprietary and trade secret information, including information relating to Splunk’s products, plans, designs, employees, agents, consultants and other valuable confidential information. I agree not to use or disclose any such confidential information unless required by subpoena or court order, and I will first give Splunk written notice of such subpoena or court order with reasonable advance notice to permit Splunk to oppose such subpoena or court order if it chooses to do so.
|
8.
|
Confidentiality
. I agree that I will not disclose voluntarily or allow anyone else to disclose either the existence, reason for or contents of this Release Agreement without Splunk’s prior written consent, unless required to do so by law. Notwithstanding this provision, I am authorized to disclose this Release Agreement to my spouse, attorneys and tax advisors on a “need to know” basis, on the condition that they agree to hold the terms of the Release Agreement, including the settlement payments, in strictest confidence. I am further authorized to make appropriate disclosures as required by law, provided that I notify Splunk in writing of such legal obligations to disclose at least five (5) business days in advance of disclosure.
|
9.
|
Severability
. In the event any provision of this Release Agreement shall be found unenforceable by an arbitrator or a court of competent jurisdiction, the provision shall be deemed modified to the extent necessary to allow enforceability of the provision as so limited, it being intended that Splunk shall receive the benefits contemplated herein to the fullest extent permitted by law. If a deemed modification is not satisfactory in the judgment of such arbitrator or court, the unenforceable provision shall be deemed deleted, and the validity and enforceability of the remaining provisions shall not be affected thereby.
|
10.
|
Entire Agreement
. This Release Agreement constitutes the entire agreement between myself and Splunk with respect to any matters referred to in the Release Agreement. The Release Agreement supersedes any and all other agreements between myself and Splunk, except for the Transition Letter, the Employee Invention Assignment and Confidentiality Agreement, the agreements and plan governing the Equity Awards (as defined in the Transition Letter), and the Indemnification Rights. No
|
Entity Name
|
Jurisdiction
|
Splunk Cayman Holding Ltd.
|
Cayman Islands
|
Splunk Information Technology (Shanghai) Co., Ltd.
|
Shanghai, PRC
|
Splunk Ireland Limited
|
Ireland
|
Splunk Services Australia Pty. Ltd.
|
Australia
|
Splunk Services Belgium BVBA
|
Belgium
|
Splunk Serviços do Brasil Ltda.
|
Brazil
|
Splunk Services Canada Inc.
|
British Columbia, Canada
|
Splunk Services Cayman Ltd.
|
Cayman Islands
|
Splunk Services France SAS
|
France
|
Splunk Services FZ-LLC
|
Dubai, UAE
|
Splunk Services Germany GmbH
|
Germany
|
Splunk Services Hong Kong Ltd
|
Hong Kong
|
Splunk Services India Private Limited
|
India
|
Splunk Services Japan GK
|
Japan
|
Splunk Services Korea
|
Republic of Korea
|
Splunk Services LLC
|
Delaware, U.S.
|
Splunk Services Malaysia Sdn. Bhd.
|
Malaysia
|
Splunk Services Netherlands B.V.
|
The Netherlands
|
Splunk Services New Zealand Limited
|
New Zealand
|
Splunk Services Singapore Pte Ltd
|
Singapore
|
Splunk Services Sweden AB
|
Sweden
|
Splunk Services UK Limited
|
United Kingdom
|
Splunk Technology Consulting (Beijing) Co., Ltd.
|
Beijing, PRC
|
Caspida, Inc.
|
Delaware, U.S.
|
Drastin Inc.
|
Delaware, U.S.
|
SignalSense, Inc.
|
Washington, U.S.
|
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;
|
Date: March 30, 2018
|
|
|
/s/ Douglas S. Merritt
|
|
Douglas S. Merritt
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
Date: March 30, 2018
|
|
|
/s/ David F. Conte
|
|
David F. Conte
|
|
Senior Vice President and Chief Financial Officer
|
|
(Principal Financial and Accounting Officer)
|
|
|
/s/ Douglas S. Merritt
|
|
|
Douglas S. Merritt
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
/s/ David F. Conte
|
|
|
David F. Conte
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|