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Share Name | Share Symbol | Market | Type |
---|---|---|---|
ServiceNow Inc | NYSE:NOW | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
8.32 | 1.16% | 724.97 | 726.64 | 718.41 | 720.01 | 1,190,896 | 01:00:00 |
x
|
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
|
20-2056195
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
Title of each class
|
|
Name of each exchange on which registered
|
Common stock, par value $0.001 per share
|
|
New York Stock Exchange, Inc.
|
|
|
Page
|
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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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|
||
Index to Exhibits
|
|
•
|
our ability to attract new customers, retain and increase sales to existing customers, and satisfy our customers’ requirements;
|
•
|
changes in foreign currency exchange rates;
|
•
|
the rate of expansion and productivity of our sales force;
|
•
|
the number of new employees added;
|
•
|
the cost, timing and management effort for our development of new products and services;
|
•
|
general economic conditions that may adversely affect either our customers’ ability or willingness to purchase additional subscriptions, delay a prospective customer’s purchasing decision, reduce the value of new subscription contracts or adversely affect renewal rates;
|
•
|
the amount and timing of operating costs and capital expenditures related to the operation and expansion of our business;
|
•
|
seasonality in terms of when we enter into customer agreements for our services;
|
•
|
the length of the sales cycle for our services;
|
•
|
changes to our management team;
|
•
|
changes in our pricing policies, whether initiated by us or as a result of competition;
|
•
|
significant security breaches, technical difficulties or interruptions of our services;
|
•
|
new solutions, products or changes in pricing policies introduced by our competitors;
|
•
|
changes in effective tax rates;
|
•
|
changes in the average contract term of our customer agreements and changes in billings duration;
|
•
|
changes in our renewal and upsell rates;
|
•
|
the timing of customer payments and payment defaults by customers;
|
•
|
extraordinary expenses such as litigation costs or damages, including settlement payments;
|
•
|
the costs associated with acquiring new businesses and technologies and the follow-on costs of integration, including the tax effects of acquisitions;
|
•
|
the impact of new accounting pronouncements, including the new revenue recognition standards that are effective for us beginning January 1, 2018;
|
•
|
changes in laws or regulations impacting the delivery of our services;
|
•
|
the amount and timing of stock awards and the related financial statement expenses; and
|
•
|
our ability to accurately estimate the total addressable market for our products and services.
|
•
|
compliance with multiple, conflicting and changing governmental laws and regulations, including employment, tax, competition, privacy and data protection laws and regulations;
|
•
|
compliance by us and our business partners with international bribery and anti-corruption laws, including the UK Bribery Act and the Foreign Corrupt Practices Act;
|
•
|
the risk that illegal or unethical activities of our business partners will be attributed to or result in liability to us;
|
•
|
longer and potentially more complex sales cycles;
|
•
|
longer accounts receivable payment cycles and other collection difficulties;
|
•
|
tax treatment of revenues from international sources and changes to tax codes, including being subject to foreign tax laws and being liable for paying withholding, income or other taxes in foreign jurisdictions;
|
•
|
different pricing and distribution environments;
|
•
|
foreign currency fluctuations which may cause transactional and translational remeasurement losses;
|
•
|
potential changes in international trade policies and agreements;
|
•
|
local business practices and cultural norms that may favor local competitors; and
|
•
|
localization of our services, including translation into foreign languages and associated expenses.
|
•
|
assimilating or integrating the businesses, technologies, products, personnel or operations of the acquired companies;
|
•
|
failing to achieve the expected benefits of the acquisition or investment;
|
•
|
potential loss of key employees of the acquired company;
|
•
|
inability to maintain relationships with customers and partners of the acquired business;
|
•
|
unanticipated expenses related to acquired technology and its integration into our existing technology;
|
•
|
potential adverse tax consequences;
|
•
|
inability to generate sufficient revenue to offset acquisition or investment costs;
|
•
|
disruption to our business and diversion of management attention and other resources;
|
•
|
potential financial and credit risks associated with acquired customers;
|
•
|
in the case of foreign acquisitions, the challenges associated with integrating operations across different cultures and languages and any currency and regulatory risks associated with specific countries; and
|
•
|
potential unknown liabilities associated with the acquired businesses.
|
•
|
our operating performance and the performance of other similar companies;
|
•
|
whether our operating results meet the expectations of securities analysts or investors;
|
•
|
changes in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our common stock;
|
•
|
announcements of new products, services or technologies, new applications or enhancements to services, strategic alliances, acquisitions, or other significant events by us or by our competitors;
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us, such as high-growth or cloud companies;
|
•
|
changes to our management team;
|
•
|
trading activity by directors, executive officers and significant stockholders, or the perception in the market that the holders of a large number of shares intend to sell their shares;
|
•
|
the size of our market float;
|
•
|
the volume of trading in our common stock, including sales upon exercise of outstanding options or vesting of equity awards or sales and purchases of any common stock issued upon conversion of the Notes or in connection with the Note Hedge and Warrant transactions relating to the Notes;
|
•
|
the economy as a whole, market conditions in our industry, and the industries of our customers; and
|
•
|
overall performance of the equity markets.
|
•
|
establish a classified board of directors so that not all members of our board are elected at one time;
|
•
|
permit the board of directors to establish the number of directors;
|
•
|
provide that directors may only be removed “for cause” and only with the approval of 66 2/3% of our stockholders;
|
•
|
require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
|
•
|
authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan;
|
•
|
eliminate the ability of our stockholders to call special meetings of stockholders;
|
•
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
provide that the board of directors is expressly authorized to make, alter or repeal our restated bylaws; and
|
•
|
establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
|
|
High
|
|
Low
|
||||
Year ended December 31, 2016
|
|
|
|
||||
First Quarter
|
$
|
85.67
|
|
|
$
|
46.00
|
|
Second Quarter
|
$
|
77.76
|
|
|
$
|
60.05
|
|
Third Quarter
|
$
|
80.31
|
|
|
$
|
64.31
|
|
Fourth Quarter
|
$
|
89.79
|
|
|
$
|
72.80
|
|
|
|
|
|
||||
Year ended December 31, 2015
|
|
|
|
||||
First Quarter
|
$
|
81.24
|
|
|
$
|
62.55
|
|
Second Quarter
|
$
|
83.52
|
|
|
$
|
70.32
|
|
Third Quarter
|
$
|
81.21
|
|
|
$
|
64.29
|
|
Fourth Quarter
|
$
|
91.28
|
|
|
$
|
67.65
|
|
|
Base Period
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
Jun 29, 2012
|
|
Dec 31, 2012
|
|
Dec 31, 2013
|
|
Dec 31, 2014
|
|
Dec 31, 2015
|
|
Dec 31, 2016
|
||||||||||||
ServiceNow, Inc.
|
$
|
100.00
|
|
|
$
|
122.07
|
|
|
$
|
227.68
|
|
|
$
|
275.81
|
|
|
$
|
351.87
|
|
|
$
|
302.20
|
|
NYSE Composite
|
100.00
|
|
|
109.60
|
|
|
138.40
|
|
|
147.74
|
|
|
141.70
|
|
|
158.61
|
|
||||||
S&P Systems Software
|
100.00
|
|
|
97.22
|
|
|
129.20
|
|
|
158.92
|
|
|
175.56
|
|
|
198.80
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands, except share and per share data)
|
||||||||||||||||||
Consolidated Statements of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription
|
$
|
1,221,639
|
|
|
$
|
848,278
|
|
|
$
|
567,217
|
|
|
$
|
349,804
|
|
|
$
|
204,526
|
|
Professional services and other
|
168,874
|
|
|
157,202
|
|
|
115,346
|
|
|
74,846
|
|
|
39,186
|
|
|||||
Total revenues
|
1,390,513
|
|
|
1,005,480
|
|
|
682,563
|
|
|
424,650
|
|
|
243,712
|
|
|||||
Cost of revenues
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription
|
235,414
|
|
|
183,400
|
|
|
142,687
|
|
|
87,928
|
|
|
63,258
|
|
|||||
Professional services and other
|
163,268
|
|
|
146,013
|
|
|
106,089
|
|
|
67,331
|
|
|
40,751
|
|
|||||
Total cost of revenues
|
398,682
|
|
|
329,413
|
|
|
248,776
|
|
|
155,259
|
|
|
104,009
|
|
|||||
Gross profit
|
991,831
|
|
|
676,067
|
|
|
433,787
|
|
|
269,391
|
|
|
139,703
|
|
|||||
Operating expenses
(1)
:
|
|
|
|
|
|
|
|
|
|
||||||||||
Sales and marketing
|
700,464
|
|
|
498,439
|
|
|
341,119
|
|
|
195,190
|
|
|
103,837
|
|
|||||
Research and development
|
285,239
|
|
|
217,389
|
|
|
148,258
|
|
|
78,678
|
|
|
39,333
|
|
|||||
General and administrative
|
158,936
|
|
|
126,604
|
|
|
96,245
|
|
|
61,790
|
|
|
34,117
|
|
|||||
Legal settlements
(2)
|
270,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
1,414,639
|
|
|
842,432
|
|
|
585,622
|
|
|
335,658
|
|
|
177,287
|
|
|||||
Loss from operations
|
(422,808
|
)
|
|
(166,365
|
)
|
|
(151,835
|
)
|
|
(66,267
|
)
|
|
(37,584
|
)
|
|||||
Interest expense
|
(33,278
|
)
|
|
(31,097
|
)
|
|
(29,059
|
)
|
|
(3,498
|
)
|
|
—
|
|
|||||
Interest income and other income (expense), net
|
6,035
|
|
|
4,450
|
|
|
5,354
|
|
|
(1,432
|
)
|
|
1,604
|
|
|||||
Loss before provision for income taxes
|
(450,051
|
)
|
|
(193,012
|
)
|
|
(175,540
|
)
|
|
(71,197
|
)
|
|
(35,980
|
)
|
|||||
Provision for income taxes
|
1,753
|
|
|
5,414
|
|
|
3,847
|
|
|
2,511
|
|
|
1,368
|
|
|||||
Net loss
|
$
|
(451,804
|
)
|
|
$
|
(198,426
|
)
|
|
$
|
(179,387
|
)
|
|
$
|
(73,708
|
)
|
|
$
|
(37,348
|
)
|
Net loss per share - basic and diluted
|
$
|
(2.75
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(1.23
|
)
|
|
$
|
(0.54
|
)
|
|
$
|
(0.51
|
)
|
Weighted-average shares used to compute net loss per share - basic and diluted
|
164,533,823
|
|
|
155,706,643
|
|
|
145,355,543
|
|
|
135,415,809
|
|
|
73,908,631
|
|
(1)
|
Stock-based compensation included in the statements of operations data above was as follows:
|
|
Year Ended December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription
|
$
|
28,420
|
|
|
$
|
23,416
|
|
|
$
|
14,988
|
|
|
$
|
8,434
|
|
|
$
|
3,929
|
|
Professional services and other
|
26,442
|
|
|
23,265
|
|
|
13,116
|
|
|
4,749
|
|
|
1,574
|
|
|||||
Sales and marketing
|
131,571
|
|
|
102,349
|
|
|
54,006
|
|
|
21,609
|
|
|
10,189
|
|
|||||
Research and development
|
81,731
|
|
|
70,326
|
|
|
42,535
|
|
|
16,223
|
|
|
6,496
|
|
|||||
General and administrative
|
49,416
|
|
|
38,357
|
|
|
29,674
|
|
|
14,566
|
|
|
5,749
|
|
|||||
Total stock-based compensation
|
$
|
317,580
|
|
|
$
|
257,713
|
|
|
$
|
154,319
|
|
|
$
|
65,581
|
|
|
$
|
27,937
|
|
(2)
|
For details regarding the legal settlements expenses of
$270.0 million
included in the
year ended
December 31, 2016
, refer to Note 16 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
|
|
As of December 31,
|
||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents and investments
|
$
|
1,162,020
|
|
|
$
|
1,223,917
|
|
|
$
|
935,563
|
|
|
$
|
889,910
|
|
|
$
|
314,691
|
|
Working capital, excluding deferred revenue
|
1,132,819
|
|
|
947,002
|
|
|
809,660
|
|
|
722,214
|
|
|
364,426
|
|
|||||
Total assets
|
2,033,767
|
|
|
1,807,052
|
|
|
1,424,752
|
|
|
1,168,077
|
|
|
478,114
|
|
|||||
Deferred revenue, current and non-current portion
|
895,101
|
|
|
603,754
|
|
|
422,238
|
|
|
266,722
|
|
|
170,361
|
|
|||||
Convertible senior notes, net
|
507,812
|
|
|
474,534
|
|
|
443,437
|
|
|
414,378
|
|
|
—
|
|
|||||
Total stockholders’ equity
|
386,961
|
|
|
566,814
|
|
|
428,675
|
|
|
394,259
|
|
|
243,405
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands)
|
||||||||||
Billings:
|
|
|
|
|
|
||||||
Total revenues
|
$
|
1,390,513
|
|
|
$
|
1,005,480
|
|
|
$
|
682,563
|
|
Change in deferred revenue from the consolidated statements of cash flows
|
300,167
|
|
|
195,900
|
|
|
168,393
|
|
|||
Total billings
|
$
|
1,690,680
|
|
|
$
|
1,201,380
|
|
|
$
|
850,956
|
|
Year-over-year percentage change in total billings
|
41
|
%
|
|
41
|
%
|
|
64
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands)
|
||||||||||
Free cash flow:
|
|
|
|
|
|
||||||
Net cash provided by operating activities
(1)
|
$
|
159,921
|
|
|
$
|
317,754
|
|
|
$
|
140,937
|
|
Purchases of property and equipment
|
(105,562
|
)
|
|
(87,481
|
)
|
|
(54,379
|
)
|
|||
Free cash flow
(2)
|
$
|
54,359
|
|
|
$
|
230,273
|
|
|
$
|
86,558
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Revenues:
|
|
|
|
|
|
||||||
Subscription
|
$
|
1,221,639
|
|
|
$
|
848,278
|
|
|
$
|
567,217
|
|
Professional services and other
|
168,874
|
|
|
157,202
|
|
|
115,346
|
|
|||
Total revenues
|
1,390,513
|
|
|
1,005,480
|
|
|
682,563
|
|
|||
Cost of revenues
(1)
:
|
|
|
|
|
|
||||||
Subscription
|
235,414
|
|
|
183,400
|
|
|
142,687
|
|
|||
Professional services and other
|
163,268
|
|
|
146,013
|
|
|
106,089
|
|
|||
Total cost of revenues
|
398,682
|
|
|
329,413
|
|
|
248,776
|
|
|||
Gross profit
|
991,831
|
|
|
676,067
|
|
|
433,787
|
|
|||
Operating expenses
(1)
:
|
|
|
|
|
|
||||||
Sales and marketing
|
700,464
|
|
|
498,439
|
|
|
341,119
|
|
|||
Research and development
|
285,239
|
|
|
217,389
|
|
|
148,258
|
|
|||
General and administrative
|
158,936
|
|
|
126,604
|
|
|
96,245
|
|
|||
Legal settlements
(2)
|
270,000
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
1,414,639
|
|
|
842,432
|
|
|
585,622
|
|
|||
Loss from operations
|
(422,808
|
)
|
|
(166,365
|
)
|
|
(151,835
|
)
|
|||
Interest expense
|
(33,278
|
)
|
|
(31,097
|
)
|
|
(29,059
|
)
|
|||
Interest income and other income (expense), net
|
6,035
|
|
|
4,450
|
|
|
5,354
|
|
|||
Loss before provision for income taxes
|
(450,051
|
)
|
|
(193,012
|
)
|
|
(175,540
|
)
|
|||
Provision for income taxes
|
1,753
|
|
|
5,414
|
|
|
3,847
|
|
|||
Net loss
|
$
|
(451,804
|
)
|
|
$
|
(198,426
|
)
|
|
$
|
(179,387
|
)
|
(1)
|
Stock-based compensation included in the statements of operations data above was as follows:
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(in thousands)
|
||||||||||
Cost of revenues:
|
|
|
|
|
|
||||||
Subscription
|
$
|
28,420
|
|
|
$
|
23,416
|
|
|
$
|
14,988
|
|
Professional services and other
|
26,442
|
|
|
23,265
|
|
|
13,116
|
|
|||
Sales and marketing
|
131,571
|
|
|
102,349
|
|
|
54,006
|
|
|||
Research and development
|
81,731
|
|
|
70,326
|
|
|
42,535
|
|
|||
General and administrative
|
49,416
|
|
|
38,357
|
|
|
29,674
|
|
|||
Total stock-based compensation
|
$
|
317,580
|
|
|
$
|
257,713
|
|
|
$
|
154,319
|
|
(2)
|
For details regarding the legal settlements expenses of
$270.0 million
included in the
year ended
December 31, 2016
, refer to Note 16 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
|
(1)
|
Stock-based compensation included in the statements of operations above as a percentage of revenues was as follows:
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
|
(in thousands)
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||
Subscription
|
2
|
%
|
|
2
|
%
|
|
2
|
%
|
Professional services and other
|
2
|
|
|
2
|
|
|
2
|
|
Sales and marketing
|
9
|
|
|
10
|
|
|
8
|
|
Research and development
|
6
|
|
|
8
|
|
|
7
|
|
General and administrative
|
4
|
|
|
4
|
|
|
4
|
|
Total stock-based compensation
|
23
|
%
|
|
26
|
%
|
|
23
|
%
|
(2)
|
For details regarding the legal settlements expenses of
$270.0 million
included in the
year ended
December 31, 2016
, refer to Note 16 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
1,221,639
|
|
|
$
|
848,278
|
|
|
44
|
%
|
Professional services and other
|
168,874
|
|
|
157,202
|
|
|
7
|
%
|
||
Total revenues
|
$
|
1,390,513
|
|
|
$
|
1,005,480
|
|
|
38
|
%
|
Percentage of revenues:
|
|
|
|
|
|
|||||
Subscription
|
88
|
%
|
|
84
|
%
|
|
|
|||
Professional services and other
|
12
|
|
|
16
|
|
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Service Management solutions
|
$
|
1,108,846
|
|
|
$
|
783,603
|
|
|
42
|
%
|
IT Operations Management solutions
|
112,793
|
|
|
64,675
|
|
|
74
|
%
|
||
Total subscription revenues
|
$
|
1,221,639
|
|
|
$
|
848,278
|
|
|
44
|
%
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
235,414
|
|
|
$
|
183,400
|
|
|
28
|
%
|
Professional services and other
|
163,268
|
|
|
146,013
|
|
|
12
|
%
|
||
Total cost of revenues
|
$
|
398,682
|
|
|
$
|
329,413
|
|
|
21
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|||||
Subscription
|
81
|
%
|
|
78
|
%
|
|
|
|||
Professional services and other
|
3
|
%
|
|
7
|
%
|
|
|
|||
Total gross profit percentage
|
71
|
%
|
|
67
|
%
|
|
|
|||
Gross profit:
|
$
|
991,831
|
|
|
$
|
676,067
|
|
|
47
|
%
|
Headcount (at period end)
|
|
|
|
|
|
|||||
Subscription
|
729
|
|
|
579
|
|
|
26
|
%
|
||
Professional services and other
|
496
|
|
|
486
|
|
|
2
|
%
|
||
Total headcount
|
1,225
|
|
|
1,065
|
|
|
15
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Sales and marketing
|
$
|
700,464
|
|
|
$
|
498,439
|
|
|
41
|
%
|
Percentage of revenues
|
50
|
%
|
|
50
|
%
|
|
|
|||
Headcount (at period end)
|
1,875
|
|
|
1,416
|
|
|
32
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Research and development
|
$
|
285,239
|
|
|
$
|
217,389
|
|
|
31
|
%
|
Percentage of revenues
|
21
|
%
|
|
22
|
%
|
|
|
|||
Headcount (at period end)
|
1,054
|
|
|
756
|
|
|
39
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
General and administrative
|
$
|
158,936
|
|
|
$
|
126,604
|
|
|
26
|
%
|
Percentage of revenues
|
11
|
%
|
|
12
|
%
|
|
|
|||
Headcount (at period end)
|
647
|
|
|
449
|
|
|
44
|
%
|
|
Year Ended December 31
|
|
% Change
|
||||||
|
2016
|
|
2015
|
|
|||||
|
(dollars in thousands)
|
|
|
||||||
Legal settlements
|
$
|
270,000
|
|
|
$
|
—
|
|
|
NM
|
Percentage of revenues
|
19
|
%
|
|
NM
|
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
28,420
|
|
|
$
|
23,416
|
|
|
21
|
%
|
Professional services and other
|
26,442
|
|
|
23,265
|
|
|
14
|
%
|
||
Sales and marketing
|
131,571
|
|
|
102,349
|
|
|
29
|
%
|
||
Research and development
|
81,731
|
|
|
70,326
|
|
|
16
|
%
|
||
General and administrative
|
49,416
|
|
|
38,357
|
|
|
29
|
%
|
||
Total stock-based compensation
|
$
|
317,580
|
|
|
$
|
257,713
|
|
|
23
|
%
|
Percentage of revenues
|
23
|
%
|
|
26
|
%
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Interest expense
|
$
|
(33,278
|
)
|
|
$
|
(31,097
|
)
|
|
7
|
%
|
Percentage of revenues
|
(2
|
)%
|
|
(3
|
)%
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Interest income
|
$
|
8,032
|
|
|
$
|
4,749
|
|
|
69
|
%
|
Foreign currency exchange gain (loss)
|
(2,248
|
)
|
|
51
|
|
|
NM
|
|
||
Other
|
251
|
|
|
(350
|
)
|
|
(172
|
)%
|
||
Interest income and other income (expense), net
|
$
|
6,035
|
|
|
$
|
4,450
|
|
|
36
|
%
|
Percentage of revenues
|
—
|
%
|
|
1
|
%
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Loss before income taxes
|
$
|
(450,051
|
)
|
|
$
|
(193,012
|
)
|
|
133
|
%
|
Provision for income taxes
|
1,753
|
|
|
5,414
|
|
|
(68
|
)%
|
||
Effective tax rate
|
—
|
%
|
|
(3
|
)%
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2016
|
|
2015
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Net loss
|
$
|
(451,804
|
)
|
|
$
|
(198,426
|
)
|
|
128
|
%
|
Percentage of revenues
|
(32
|
)%
|
|
(20
|
)%
|
|
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
848,278
|
|
|
$
|
567,217
|
|
|
50
|
%
|
Professional services and other
|
157,202
|
|
|
115,346
|
|
|
36
|
%
|
||
Total revenues
|
$
|
1,005,480
|
|
|
$
|
682,563
|
|
|
47
|
%
|
Percentage of revenues:
|
|
|
|
|
|
|||||
Subscription
|
84
|
%
|
|
83
|
%
|
|
|
|||
Professional services and other
|
16
|
|
|
17
|
|
|
|
|||
Total
|
100
|
%
|
|
100
|
%
|
|
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Service Management solutions
|
$
|
783,603
|
|
|
$
|
532,045
|
|
|
47
|
%
|
IT Operations Management solutions
|
64,675
|
|
|
35,172
|
|
|
84
|
%
|
||
Total subscription revenues
|
$
|
848,278
|
|
|
$
|
567,217
|
|
|
50
|
%
|
|
Year Ended December 31,
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
183,400
|
|
|
$
|
142,687
|
|
|
29
|
%
|
Professional services and other
|
146,013
|
|
|
106,089
|
|
|
38
|
%
|
||
Total cost of revenues
|
$
|
329,413
|
|
|
$
|
248,776
|
|
|
32
|
%
|
Gross profit percentage:
|
|
|
|
|
|
|||||
Subscription
|
78
|
%
|
|
75
|
%
|
|
|
|||
Professional services and other
|
7
|
%
|
|
8
|
%
|
|
|
|||
Total gross profit percentage
|
67
|
%
|
|
63
|
%
|
|
|
|||
Gross profit:
|
$
|
676,067
|
|
|
$
|
433,787
|
|
|
56
|
%
|
Headcount (at period end)
|
|
|
|
|
|
|||||
Subscription
|
579
|
|
|
478
|
|
|
21
|
%
|
||
Professional services and other
|
486
|
|
|
416
|
|
|
17
|
%
|
||
Total headcount
|
1,065
|
|
|
894
|
|
|
19
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Sales and marketing
|
$
|
498,439
|
|
|
$
|
341,119
|
|
|
46
|
%
|
Percentage of revenues
|
50
|
%
|
|
50
|
%
|
|
|
|||
Headcount (at period end)
|
1,416
|
|
|
1,011
|
|
|
40
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Research and development
|
$
|
217,389
|
|
|
$
|
148,258
|
|
|
47
|
%
|
Percentage of revenues
|
22
|
%
|
|
22
|
%
|
|
|
|||
Headcount (at period end)
|
756
|
|
|
585
|
|
|
29
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
General and administrative
|
$
|
126,604
|
|
|
$
|
96,245
|
|
|
32
|
%
|
Percentage of revenues
|
12
|
%
|
|
14
|
%
|
|
|
|||
Headcount (at period end)
|
449
|
|
|
336
|
|
|
34
|
%
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Cost of revenues:
|
|
|
|
|
|
|||||
Subscription
|
$
|
23,416
|
|
|
$
|
14,988
|
|
|
56
|
%
|
Professional services and other
|
23,265
|
|
|
13,116
|
|
|
77
|
%
|
||
Sales and marketing
|
102,349
|
|
|
54,006
|
|
|
90
|
%
|
||
Research and development
|
70,326
|
|
|
42,535
|
|
|
65
|
%
|
||
General and administrative
|
38,357
|
|
|
29,674
|
|
|
29
|
%
|
||
Total stock-based compensation
|
$
|
257,713
|
|
|
$
|
154,319
|
|
|
67
|
%
|
Percentage of revenues
|
26
|
%
|
|
23
|
%
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Interest expense
|
$
|
(31,097
|
)
|
|
$
|
(29,059
|
)
|
|
7
|
%
|
Percentage of revenues
|
(3
|
)%
|
|
(3
|
)%
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Interest income
|
$
|
4,749
|
|
|
$
|
2,964
|
|
|
60
|
%
|
Foreign currency exchange gain (loss)
|
51
|
|
|
2,490
|
|
|
(98
|
)%
|
||
Other
|
(350
|
)
|
|
(100
|
)
|
|
250
|
%
|
||
Interest income and other income (expense), net
|
$
|
4,450
|
|
|
$
|
5,354
|
|
|
(17
|
)%
|
Percentage of revenues
|
1
|
%
|
|
1
|
%
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Loss before income taxes
|
$
|
(193,012
|
)
|
|
$
|
(175,540
|
)
|
|
10
|
%
|
Provision for income taxes
|
5,414
|
|
|
3,847
|
|
|
41
|
%
|
||
Effective tax rate
|
(3
|
)%
|
|
(2
|
)%
|
|
|
|
Year Ended December 31
|
|
% Change
|
|||||||
|
2015
|
|
2014
|
|
||||||
|
(dollars in thousands)
|
|
|
|||||||
Net loss
|
$
|
(198,426
|
)
|
|
$
|
(179,387
|
)
|
|
11
|
%
|
Percentage of revenues
|
(20
|
)%
|
|
(26
|
)%
|
|
|
|
For the Three Months Ended
|
||||||||||||||||||||||||||||||
|
Dec 31,
2016 |
|
Sep 30,
2016 |
|
June 30,
2016 |
|
March 31,
2016 |
|
Dec 31,
2015 |
|
Sep 30,
2015 |
|
June 30,
2015 |
|
March 31,
2015 |
||||||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
$
|
344,604
|
|
|
$
|
318,934
|
|
|
$
|
290,679
|
|
|
$
|
267,422
|
|
|
$
|
244,702
|
|
|
$
|
223,208
|
|
|
$
|
200,461
|
|
|
$
|
179,907
|
|
Professional services and other
|
41,062
|
|
|
38,722
|
|
|
50,633
|
|
|
38,457
|
|
|
40,948
|
|
|
37,942
|
|
|
46,255
|
|
|
32,057
|
|
||||||||
Total revenues
|
385,666
|
|
|
357,656
|
|
|
341,312
|
|
|
305,879
|
|
|
285,650
|
|
|
261,150
|
|
|
246,716
|
|
|
211,964
|
|
||||||||
Cost of revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Subscription
|
64,707
|
|
|
61,566
|
|
|
56,360
|
|
|
52,781
|
|
|
49,511
|
|
|
46,053
|
|
|
45,392
|
|
|
42,444
|
|
||||||||
Professional services and other
|
40,229
|
|
|
41,271
|
|
|
40,289
|
|
|
41,479
|
|
|
41,398
|
|
|
35,835
|
|
|
34,325
|
|
|
34,455
|
|
||||||||
Total cost of revenues
|
104,936
|
|
|
102,837
|
|
|
96,649
|
|
|
94,260
|
|
|
90,909
|
|
|
81,888
|
|
|
79,717
|
|
|
76,899
|
|
||||||||
Gross profit
|
280,730
|
|
|
254,819
|
|
|
244,663
|
|
|
211,619
|
|
|
194,741
|
|
|
179,262
|
|
|
166,999
|
|
|
135,065
|
|
||||||||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Sales and marketing
|
188,857
|
|
|
166,491
|
|
|
186,506
|
|
|
158,610
|
|
|
133,909
|
|
|
117,899
|
|
|
136,574
|
|
|
110,057
|
|
||||||||
Research and development
|
73,933
|
|
|
75,018
|
|
|
70,364
|
|
|
65,924
|
|
|
58,443
|
|
|
55,822
|
|
|
53,276
|
|
|
49,848
|
|
||||||||
General and administrative
|
41,543
|
|
|
40,085
|
|
|
36,071
|
|
|
41,237
|
|
|
33,247
|
|
|
33,581
|
|
|
30,384
|
|
|
29,392
|
|
||||||||
Legal settlements
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
270,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Total operating expenses
|
304,333
|
|
|
281,594
|
|
|
292,941
|
|
|
535,771
|
|
|
225,599
|
|
|
207,302
|
|
|
220,234
|
|
|
189,297
|
|
||||||||
Loss from operations
|
(23,603
|
)
|
|
(26,775
|
)
|
|
(48,278
|
)
|
|
(324,152
|
)
|
|
(30,858
|
)
|
|
(28,040
|
)
|
|
(53,235
|
)
|
|
(54,232
|
)
|
||||||||
Interest expense
|
(8,532
|
)
|
|
(8,389
|
)
|
|
(8,248
|
)
|
|
(8,109
|
)
|
|
(7,973
|
)
|
|
(7,839
|
)
|
|
(7,707
|
)
|
|
(7,578
|
)
|
||||||||
Interest income and other income (expense), net
|
1,290
|
|
|
1,783
|
|
|
2,260
|
|
|
702
|
|
|
3,177
|
|
|
(3,952
|
)
|
|
521
|
|
|
4,704
|
|
||||||||
Loss before provision for income taxes
|
(30,845
|
)
|
|
(33,381
|
)
|
|
(54,266
|
)
|
|
(331,559
|
)
|
|
(35,654
|
)
|
|
(39,831
|
)
|
|
(60,421
|
)
|
|
(57,106
|
)
|
||||||||
Provision for income taxes
|
1,744
|
|
|
2,877
|
|
|
(4,641
|
)
|
|
1,773
|
|
|
1,724
|
|
|
1,199
|
|
|
1,504
|
|
|
987
|
|
||||||||
Net loss
|
$
|
(32,589
|
)
|
|
$
|
(36,258
|
)
|
|
$
|
(49,625
|
)
|
|
$
|
(333,332
|
)
|
|
$
|
(37,378
|
)
|
|
$
|
(41,030
|
)
|
|
$
|
(61,925
|
)
|
|
$
|
(58,093
|
)
|
Net loss per share - basic and diluted
|
$
|
(0.20
|
)
|
|
$
|
(0.22
|
)
|
|
$
|
(0.30
|
)
|
|
$
|
(2.06
|
)
|
|
$
|
(0.23
|
)
|
|
$
|
(0.26
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.38
|
)
|
(1)
|
For details regarding the legal settlements expenses of
$270.0 million
included in the
year ended
December 31, 2016
, refer to Note 16 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
|
(dollars in thousands)
|
||||||||||
Net cash provided by operating activities
|
$
|
159,921
|
|
|
$
|
317,754
|
|
|
$
|
140,937
|
|
Net cash used in investing activities
|
(108,448
|
)
|
|
(231,743
|
)
|
|
(316,928
|
)
|
|||
Net cash (used in) provided by financing activities
|
(55,752
|
)
|
|
80,330
|
|
|
68,735
|
|
|||
Net increase (decrease) in cash and cash equivalents, net of impact of exchange rates on cash
|
(11,067
|
)
|
|
159,850
|
|
|
(113,848
|
)
|
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less
Than
1 Year
|
|
1 – 3
Years
|
|
3 – 5
Years
|
|
More
Than
5 Years
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Operating leases, net of sublease income
(1)
|
$
|
298,471
|
|
|
$
|
33,855
|
|
|
$
|
71,929
|
|
|
$
|
70,044
|
|
|
$
|
122,643
|
|
Purchase obligations
(2)
|
43,940
|
|
|
17,933
|
|
|
19,930
|
|
|
6,077
|
|
|
—
|
|
|||||
Convertible Senior Notes
(3)
|
575,000
|
|
|
—
|
|
|
575,000
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
4,050
|
|
|
517
|
|
|
1,034
|
|
|
1,034
|
|
|
1,465
|
|
|||||
Total contractual obligations
|
$
|
921,461
|
|
|
$
|
52,305
|
|
|
$
|
667,893
|
|
|
$
|
77,155
|
|
|
$
|
124,108
|
|
(1)
|
Consists of future non-cancelable minimum rental payments under operating leases for some of our offices and data centers, net of future non-cancelable sublease income.
|
(2)
|
Consists of future minimum payments under non-cancelable purchase commitments primarily related to data center and IT operations. Not included in the table above are certain purchase commitments related to our future Knowledge user conferences. If we were to cancel these agreements as of
December 31, 2016
, we would have been obligated to pay cancellation penalties of approximately
$18.1 million
in aggregate.
|
(3)
|
Refer to Note 9 in the notes to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
|
•
|
The standard eliminates additional paid in capital (APIC) pools and requires excess tax benefits and tax deficiencies to be recorded in the income statement as a discrete item when the awards vest or are settled. The adoption of this guidance on a prospective basis resulted in the recognition of excess tax benefits in our provision for income taxes of
$2.5 million
for the
year ended
December 31, 2016
.
|
•
|
The standard requires excess tax benefits be recognized regardless of whether the benefit reduces taxes payable. The adoption of this guidance on a modified retrospective basis resulted in the recognition of a cumulative-effect adjustment of $
11.4 million
that reduced our accumulated deficit and increased our foreign long-term deferred income tax as of January 1, 2016. The previously unrecognized domestic excess tax effects were recorded as a deferred tax asset net of a valuation allowance.
|
•
|
We have elected to continue to estimate forfeitures expected to occur to determine the amount of stock-based compensation cost to be recognized in each period. As such, the guidance relating to forfeitures did not have an impact on our accumulated deficit as of January 1, 2016.
|
•
|
We elected to apply the statement of cash flows guidance that cash flows related to excess tax benefits be presented as an operating activity retrospectively, which resulted in a $
2.7 million
increase to net cash provided by operating activities and a corresponding decrease to net cash provided by financing activities in the accompanying consolidated statement of cash flows for the year ended December 31, 2015, and a $
2.0 million
increase to net cash provided by operating activities and a corresponding decrease to net cash provided by financing activities in the accompanying consolidated statement of cash flows for the year ended December 31, 2014, as compared to the amounts previously reported.
|
•
|
The statement of cash flows guidance that cash flows related to employee taxes paid for withheld shares be presented as a financing activity had no impact on our consolidated financial statements as we have historically presented such cash flows as a financing activity.
|
ITEM 7A.
|
QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
|
|
Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
401,238
|
|
|
$
|
412,305
|
|
Short-term investments
|
498,124
|
|
|
388,945
|
|
||
Accounts receivable, net
|
322,757
|
|
|
203,333
|
|
||
Current portion of deferred commissions
|
76,780
|
|
|
51,976
|
|
||
Prepaid expenses and other current assets
|
43,636
|
|
|
29,076
|
|
||
Total current assets
|
1,342,535
|
|
|
1,085,635
|
|
||
Deferred commissions, less current portion
|
61,990
|
|
|
33,016
|
|
||
Long-term investments
|
262,658
|
|
|
422,667
|
|
||
Property and equipment, net
|
181,620
|
|
|
144,714
|
|
||
Intangible assets, net
|
65,854
|
|
|
43,005
|
|
||
Goodwill
|
82,534
|
|
|
55,669
|
|
||
Other assets
|
36,576
|
|
|
22,346
|
|
||
Total assets
|
$
|
2,033,767
|
|
|
$
|
1,807,052
|
|
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
38,080
|
|
|
$
|
37,369
|
|
Accrued expenses and other current liabilities
|
171,636
|
|
|
101,264
|
|
||
Current portion of deferred revenue
|
861,782
|
|
|
593,003
|
|
||
Total current liabilities
|
1,071,498
|
|
|
731,636
|
|
||
Deferred revenue, less current portion
|
33,319
|
|
|
10,751
|
|
||
Convertible senior notes, net
|
507,812
|
|
|
474,534
|
|
||
Other long-term liabilities
|
34,177
|
|
|
23,317
|
|
||
Total liabilities
|
1,646,806
|
|
|
1,240,238
|
|
||
Commitments and contingencies
|
|
|
|
|
|||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued or outstanding
|
—
|
|
|
—
|
|
||
Common stock $0.001 par value; 600,000,000 shares authorized; 167,430,773 and 160,785,764 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
167
|
|
|
160
|
|
||
Additional paid-in capital
|
1,405,317
|
|
|
1,140,545
|
|
||
Accumulated other comprehensive loss
|
(21,133
|
)
|
|
(16,882
|
)
|
||
Accumulated deficit
|
(997,390
|
)
|
|
(557,009
|
)
|
||
Total stockholders’ equity
|
386,961
|
|
|
566,814
|
|
||
Total liabilities and stockholders’ equity
|
$
|
2,033,767
|
|
|
$
|
1,807,052
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Subscription
|
$
|
1,221,639
|
|
|
$
|
848,278
|
|
|
$
|
567,217
|
|
Professional services and other
|
168,874
|
|
|
157,202
|
|
|
115,346
|
|
|||
Total revenues
|
1,390,513
|
|
|
1,005,480
|
|
|
682,563
|
|
|||
Cost of revenues
(1)
:
|
|
|
|
|
|
||||||
Subscription
|
235,414
|
|
|
183,400
|
|
|
142,687
|
|
|||
Professional services and other
|
163,268
|
|
|
146,013
|
|
|
106,089
|
|
|||
Total cost of revenues
|
398,682
|
|
|
329,413
|
|
|
248,776
|
|
|||
Gross profit
|
991,831
|
|
|
676,067
|
|
|
433,787
|
|
|||
Operating expenses
(1)
:
|
|
|
|
|
|
||||||
Sales and marketing
|
700,464
|
|
|
498,439
|
|
|
341,119
|
|
|||
Research and development
|
285,239
|
|
|
217,389
|
|
|
148,258
|
|
|||
General and administrative
|
158,936
|
|
|
126,604
|
|
|
96,245
|
|
|||
Legal settlements
|
270,000
|
|
|
—
|
|
|
—
|
|
|||
Total operating expenses
|
1,414,639
|
|
|
842,432
|
|
|
585,622
|
|
|||
Loss from operations
|
(422,808
|
)
|
|
(166,365
|
)
|
|
(151,835
|
)
|
|||
Interest expense
|
(33,278
|
)
|
|
(31,097
|
)
|
|
(29,059
|
)
|
|||
Interest income and other income (expense), net
|
6,035
|
|
|
4,450
|
|
|
5,354
|
|
|||
Loss before provision for income taxes
|
(450,051
|
)
|
|
(193,012
|
)
|
|
(175,540
|
)
|
|||
Provision for income taxes
|
1,753
|
|
|
5,414
|
|
|
3,847
|
|
|||
Net loss
|
$
|
(451,804
|
)
|
|
$
|
(198,426
|
)
|
|
$
|
(179,387
|
)
|
Net loss per share - basic and diluted
|
$
|
(2.75
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(1.23
|
)
|
Weighted-average shares used to compute net loss per share - basic and diluted
|
164,533,823
|
|
|
155,706,643
|
|
|
145,355,543
|
|
|||
Other comprehensive loss:
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
$
|
(4,839
|
)
|
|
$
|
(3,177
|
)
|
|
$
|
(11,027
|
)
|
Unrealized (loss) gain on investments, net of tax
|
588
|
|
|
(1,592
|
)
|
|
(610
|
)
|
|||
Other comprehensive loss
|
(4,251
|
)
|
|
(4,769
|
)
|
|
(11,637
|
)
|
|||
Comprehensive loss
|
$
|
(456,055
|
)
|
|
$
|
(203,195
|
)
|
|
$
|
(191,024
|
)
|
(1)
|
Includes stock-based compensation as follows:
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of revenues:
|
|
|
|
|
|
||||||
Subscription
|
$
|
28,420
|
|
|
$
|
23,416
|
|
|
$
|
14,988
|
|
Professional services and other
|
26,442
|
|
|
23,265
|
|
|
13,116
|
|
|||
Sales and marketing
|
131,571
|
|
|
102,349
|
|
|
54,006
|
|
|||
Research and development
|
81,731
|
|
|
70,326
|
|
|
42,535
|
|
|||
General and administrative
|
49,416
|
|
|
38,357
|
|
|
29,674
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Deficit
|
|
Accumulated
Other
Comprehensive Loss
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 31, 2013
|
140,354,605
|
|
|
$
|
140
|
|
|
$
|
573,791
|
|
|
$
|
(179,196
|
)
|
|
$
|
(476
|
)
|
|
$
|
394,259
|
|
Common stock issued under employee stock plans
|
9,154,487
|
|
|
10
|
|
|
68,723
|
|
|
—
|
|
|
—
|
|
|
68,733
|
|
|||||
Tax benefit from employee stock plans
|
—
|
|
|
—
|
|
|
2,001
|
|
|
—
|
|
|
—
|
|
|
2,001
|
|
|||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
167
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
154,539
|
|
|
—
|
|
|
—
|
|
|
154,539
|
|
|||||
Other comprehensive loss, net
|
|
|
|
|
—
|
|
|
—
|
|
|
(11,637
|
)
|
|
(11,637
|
)
|
|||||||
Net loss
|
|
|
|
|
—
|
|
|
(179,387
|
)
|
|
—
|
|
|
(179,387
|
)
|
|||||||
Balance at December 31, 2014
|
149,509,092
|
|
|
$
|
150
|
|
|
$
|
799,221
|
|
|
$
|
(358,583
|
)
|
|
$
|
(12,113
|
)
|
|
$
|
428,675
|
|
Common stock issued under employee stock plans
|
11,276,672
|
|
|
10
|
|
|
93,338
|
|
|
—
|
|
|
—
|
|
|
93,348
|
|
|||||
Tax benefit from employee stock plans
|
—
|
|
|
—
|
|
|
2,663
|
|
|
—
|
|
|
—
|
|
|
2,663
|
|
|||||
Taxes paid related to net share settlement of equity awards
|
—
|
|
|
—
|
|
|
(12,795
|
)
|
|
—
|
|
|
—
|
|
|
(12,795
|
)
|
|||||
Vesting of early exercised stock options
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
258,074
|
|
|
—
|
|
|
—
|
|
|
258,074
|
|
|||||
Other comprehensive loss, net
|
|
|
|
|
—
|
|
|
—
|
|
|
(4,769
|
)
|
|
(4,769
|
)
|
|||||||
Net loss
|
|
|
|
|
—
|
|
|
(198,426
|
)
|
|
—
|
|
|
(198,426
|
)
|
|||||||
Balance at December 31, 2015
|
160,785,764
|
|
|
$
|
160
|
|
|
$
|
1,140,545
|
|
|
$
|
(557,009
|
)
|
|
$
|
(16,882
|
)
|
|
$
|
566,814
|
|
Cumulative effect adjustment for ASU 2016-09 adoption (see Note 2)
|
—
|
|
|
—
|
|
|
—
|
|
|
11,423
|
|
|
—
|
|
|
11,423
|
|
|||||
Common stock issued under employee stock plans
|
6,645,009
|
|
|
7
|
|
|
66,361
|
|
|
—
|
|
|
—
|
|
|
66,368
|
|
|||||
Taxes paid related to net share settlement of equity awards
|
—
|
|
|
—
|
|
|
(119,914
|
)
|
|
—
|
|
|
—
|
|
|
(119,914
|
)
|
|||||
Stock-based compensation
|
—
|
|
|
—
|
|
|
318,325
|
|
|
—
|
|
|
—
|
|
|
318,325
|
|
|||||
Other comprehensive loss, net
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,251
|
)
|
|
(4,251
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(451,804
|
)
|
|
—
|
|
|
(451,804
|
)
|
|||||
Balance at December 31, 2016
|
167,430,773
|
|
|
$
|
167
|
|
|
$
|
1,405,317
|
|
|
$
|
(997,390
|
)
|
|
$
|
(21,133
|
)
|
|
$
|
386,961
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(451,804
|
)
|
|
$
|
(198,426
|
)
|
|
$
|
(179,387
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
83,082
|
|
|
60,356
|
|
|
42,059
|
|
|||
Amortization of premiums on investments
|
4,725
|
|
|
7,064
|
|
|
8,084
|
|
|||
Amortization of deferred commissions
|
81,217
|
|
|
65,541
|
|
|
51,270
|
|
|||
Amortization of debt discount and issuance costs
|
33,278
|
|
|
31,097
|
|
|
29,059
|
|
|||
Stock-based compensation
|
317,580
|
|
|
257,713
|
|
|
154,319
|
|
|||
Deferred income tax
|
(3,424
|
)
|
|
(1,282
|
)
|
|
(1,198
|
)
|
|||
Other
|
(962
|
)
|
|
(6,223
|
)
|
|
(4,469
|
)
|
|||
Changes in operating assets and liabilities, net of effect of business combinations:
|
|
|
|
|
|
||||||
Accounts receivable
|
(125,106
|
)
|
|
(50,855
|
)
|
|
(56,785
|
)
|
|||
Deferred commissions
|
(136,459
|
)
|
|
(80,142
|
)
|
|
(73,786
|
)
|
|||
Prepaid expenses and other assets
|
(21,500
|
)
|
|
(10,961
|
)
|
|
(5,540
|
)
|
|||
Accounts payable
|
(3,554
|
)
|
|
14,785
|
|
|
10,223
|
|
|||
Deferred revenue
|
300,167
|
|
|
195,900
|
|
|
168,393
|
|
|||
Accrued expenses and other liabilities
|
82,681
|
|
|
33,187
|
|
|
(1,305
|
)
|
|||
Net cash provided by operating activities
(1)
|
159,921
|
|
|
317,754
|
|
|
140,937
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Purchases of property and equipment
|
(105,562
|
)
|
|
(87,481
|
)
|
|
(54,379
|
)
|
|||
Business combinations, net of cash acquired
|
(34,297
|
)
|
|
(1,100
|
)
|
|
(99,813
|
)
|
|||
Purchases of other intangibles
|
(18,750
|
)
|
|
(1,750
|
)
|
|
—
|
|
|||
Purchases of investments
|
(518,664
|
)
|
|
(712,782
|
)
|
|
(521,393
|
)
|
|||
Purchases of strategic investments
|
(500
|
)
|
|
(10,500
|
)
|
|
—
|
|
|||
Sales of investments
|
297,998
|
|
|
277,045
|
|
|
166,997
|
|
|||
Maturities of investments
|
271,537
|
|
|
305,047
|
|
|
191,715
|
|
|||
Restricted cash
|
(210
|
)
|
|
(222
|
)
|
|
(55
|
)
|
|||
Net cash used in investing activities
|
(108,448
|
)
|
|
(231,743
|
)
|
|
(316,928
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from employee stock plans
|
66,378
|
|
|
93,348
|
|
|
69,396
|
|
|||
Taxes paid related to net share settlement of equity awards
|
(119,907
|
)
|
|
(12,795
|
)
|
|
(661
|
)
|
|||
Payments on financing obligations
|
(2,223
|
)
|
|
(223
|
)
|
|
—
|
|
|||
Net cash (used in) provided by financing activities
(1)
|
(55,752
|
)
|
|
80,330
|
|
|
68,735
|
|
|||
Foreign currency effect on cash and cash equivalents
|
(6,788
|
)
|
|
(6,491
|
)
|
|
(6,592
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(11,067
|
)
|
|
159,850
|
|
|
(113,848
|
)
|
|||
Cash and cash equivalents at beginning of period
|
412,305
|
|
|
252,455
|
|
|
366,303
|
|
|||
Cash and cash equivalents at end of period
|
$
|
401,238
|
|
|
$
|
412,305
|
|
|
$
|
252,455
|
|
Supplemental disclosures of other cash flow information:
|
|
|
|
|
|
||||||
Income taxes paid, net of refunds
|
$
|
4,338
|
|
|
$
|
3,630
|
|
|
$
|
12,604
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
||||||
Property and equipment included in accounts payable and accrued expenses
|
$
|
15,381
|
|
|
$
|
14,427
|
|
|
$
|
10,313
|
|
Financing obligations for purchases of other intangibles
|
6,210
|
|
|
—
|
|
|
—
|
|
|||
Financing obligation for property and equipment
|
—
|
|
|
—
|
|
|
6,161
|
|
(1)
|
During the year ended December 31, 2016, we early adopted Accounting Standards Update 2016-09, "Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting." Refer to Note 2 Recent Accounting Pronouncements for further details. This adoption resulted in a
$2.7 million
increase in net cash provided by operating activities and a corresponding
$2.7 million
decrease in net cash provided by financing activities for the year ended December 31, 2015, and a
$2.0 million
increase in net cash provided by operating activities and a corresponding
$2.0 million
decrease in net cash provided by financing activities for the year ended December 31, 2014, as compared to the amounts previously reported.
|
Building
|
|
39 years
|
Computer equipment and software
|
|
3—5 years
|
Furniture and fixtures
|
|
3—7 years
|
Leasehold and other improvements
|
|
shorter of the lease term or estimated useful life
|
|
Balance at Beginning of Year
|
|
Additions (Deductions): Charged to Operations
|
|
Additions (Deductions): Charged to Deferred Revenue
|
|
Less:
Write-offs
|
|
Balance at End of Year
|
|||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful accounts
|
$
|
1,179
|
|
|
2,219
|
|
|
(391
|
)
|
|
684
|
|
|
$
|
2,323
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful accounts
|
$
|
809
|
|
|
841
|
|
|
(70
|
)
|
|
401
|
|
|
$
|
1,179
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for doubtful accounts
|
$
|
1,143
|
|
|
395
|
|
|
(523
|
)
|
|
206
|
|
|
$
|
809
|
|
•
|
The standard eliminates additional paid in capital (APIC) pools and requires excess tax benefits and tax deficiencies to be recorded in the income statement as a discrete item when the awards vest or are settled. The adoption of this guidance on a prospective basis resulted in the recognition of excess tax benefits in our provision for income taxes of
$2.5 million
for the
year ended
December 31, 2016
.
|
•
|
The standard requires excess tax benefits to be recognized regardless of whether the benefit reduces taxes payable. The adoption of this guidance on a modified retrospective basis resulted in the recognition of a cumulative-effect adjustment of
$11.4 million
that reduced our accumulated deficit and increased our foreign long-term deferred income tax as of January 1, 2016. The previously unrecognized U.S. excess tax effects were recorded as a deferred tax asset net of a valuation allowance.
|
•
|
We have elected to continue to estimate forfeitures expected to occur to determine the amount of stock-based compensation cost to be recognized in each period. As such, the guidance relating to forfeitures did not have an impact on our accumulated deficit as of January 1, 2016.
|
•
|
We elected to apply the statement of cash flows guidance that cash flows related to excess tax benefits be presented as an operating activity retrospectively, which resulted in a
$2.7 million
increase to net cash provided by operating activities and a corresponding decrease to net cash provided by financing activities in the accompanying consolidated statement of cash flows for the year ended December 31, 2015, and a
$2.0 million
increase to net cash provided by operating activities and a corresponding decrease to net cash provided by financing activities in the accompanying consolidated statement of cash flows for the year ended December 31, 2014, as compared to the amounts previously reported.
|
•
|
The statement of cash flows guidance that cash flows related to employee taxes paid for withheld shares be presented as a financing activity had no impact on our consolidated financial statements as we have historically presented such cash flows as a financing activity.
|
|
December 31, 2016
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
56,839
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
56,839
|
|
Corporate notes and bonds
|
628,054
|
|
|
91
|
|
|
(1,590
|
)
|
|
626,555
|
|
||||
Certificates of deposit
|
35,355
|
|
|
—
|
|
|
—
|
|
|
35,355
|
|
||||
U.S. government agency securities
|
42,088
|
|
|
7
|
|
|
(62
|
)
|
|
42,033
|
|
||||
Total available-for-sale securities
|
$
|
762,336
|
|
|
$
|
98
|
|
|
$
|
(1,652
|
)
|
|
$
|
760,782
|
|
|
December 31, 2015
|
||||||||||||||
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Estimated
Fair Value
|
||||||||
Available-for-sale securities:
|
|
|
|
|
|
|
|
||||||||
Commercial paper
|
$
|
32,430
|
|
|
$
|
2
|
|
|
$
|
(38
|
)
|
|
$
|
32,394
|
|
Corporate notes and bonds
|
617,054
|
|
|
7
|
|
|
(2,027
|
)
|
|
615,034
|
|
||||
Certificates of deposit
|
29,610
|
|
|
2
|
|
|
(17
|
)
|
|
29,595
|
|
||||
U.S. government agency securities
|
134,962
|
|
|
1
|
|
|
(374
|
)
|
|
134,589
|
|
||||
Total available-for-sale securities
|
$
|
814,056
|
|
|
$
|
12
|
|
|
$
|
(2,456
|
)
|
|
$
|
811,612
|
|
|
December 31, 2016
|
||
Due in one year or less
|
$
|
498,124
|
|
Due in one year through two years
|
262,658
|
|
|
Total
|
$
|
760,782
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Corporate notes and bonds
|
$
|
492,503
|
|
|
$
|
(1,530
|
)
|
|
$
|
47,940
|
|
|
$
|
(60
|
)
|
|
$
|
540,443
|
|
|
$
|
(1,590
|
)
|
U.S. government agency securities
|
30,033
|
|
|
(62
|
)
|
|
—
|
|
|
—
|
|
|
30,033
|
|
|
(62
|
)
|
||||||
Total
|
$
|
522,536
|
|
|
$
|
(1,592
|
)
|
|
$
|
47,940
|
|
|
$
|
(60
|
)
|
|
$
|
570,476
|
|
|
$
|
(1,652
|
)
|
|
December 31, 2015
|
||||||||||||||||||||||
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
|
Fair Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
Commercial paper
|
$
|
24,913
|
|
|
$
|
(38
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,913
|
|
|
$
|
(38
|
)
|
Corporate notes and bonds
|
539,586
|
|
|
(1,897
|
)
|
|
60,099
|
|
|
(130
|
)
|
|
599,685
|
|
|
(2,027
|
)
|
||||||
Certificates of deposit
|
19,750
|
|
|
(17
|
)
|
|
—
|
|
|
—
|
|
|
19,750
|
|
|
(17
|
)
|
||||||
U.S. government agency securities
|
132,581
|
|
|
(374
|
)
|
|
—
|
|
|
—
|
|
|
132,581
|
|
|
(374
|
)
|
||||||
Total
|
$
|
716,830
|
|
|
$
|
(2,326
|
)
|
|
$
|
60,099
|
|
|
$
|
(130
|
)
|
|
$
|
776,929
|
|
|
$
|
(2,456
|
)
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
165,627
|
|
|
$
|
—
|
|
|
$
|
165,627
|
|
Short-term investments:
|
|
|
|
|
|
||||||
Commercial paper
|
—
|
|
|
56,839
|
|
|
56,839
|
|
|||
Corporate notes and bonds
|
|
|
|
388,429
|
|
|
388,429
|
|
|||
Certificates of deposit
|
—
|
|
|
35,355
|
|
|
35,355
|
|
|||
U.S. government agency securities
|
—
|
|
|
17,501
|
|
|
17,501
|
|
|||
Long-term investments:
|
|
|
|
|
|
||||||
Corporate notes and bonds
|
—
|
|
|
238,125
|
|
|
238,125
|
|
|||
U.S. government agency securities
|
—
|
|
|
24,533
|
|
|
24,533
|
|
|||
Total
|
$
|
165,627
|
|
|
$
|
760,782
|
|
|
$
|
926,409
|
|
|
Level 1
|
|
Level 2
|
|
Total
|
||||||
Cash equivalents:
|
|
|
|
|
|
||||||
Money market funds
|
$
|
263,515
|
|
|
$
|
—
|
|
|
$
|
263,515
|
|
Commercial paper
|
—
|
|
|
2,000
|
|
|
2,000
|
|
|||
Corporate notes and bonds
|
—
|
|
|
1,119
|
|
|
1,119
|
|
|||
Short-term investments:
|
|
|
|
|
|
||||||
Commercial paper
|
—
|
|
|
32,394
|
|
|
32,394
|
|
|||
Corporate notes and bonds
|
—
|
|
|
303,567
|
|
|
303,567
|
|
|||
Certificates of deposit
|
—
|
|
|
23,736
|
|
|
23,736
|
|
|||
U.S. government agency securities
|
—
|
|
|
29,248
|
|
|
29,248
|
|
|||
Long-term investments:
|
|
|
|
|
|
||||||
Corporate notes and bonds
|
—
|
|
|
311,467
|
|
|
311,467
|
|
|||
Certificates of deposit
|
—
|
|
|
5,859
|
|
|
5,859
|
|
|||
U.S. government agency securities
|
—
|
|
|
105,341
|
|
|
105,341
|
|
|||
Total
|
$
|
263,515
|
|
|
$
|
814,731
|
|
|
$
|
1,078,246
|
|
|
Purchase Price Allocation
(in thousands)
|
|
Useful Life
(in years)
|
||
Intangible assets:
|
|
|
|
||
Developed technology
|
$
|
8,100
|
|
|
6
|
Customer contracts and related relationships
|
500
|
|
|
1.5
|
|
Goodwill
|
15,258
|
|
|
|
|
Net tangible liabilities acquired
|
(1,339
|
)
|
|
|
|
Net deferred tax liabilities
(1)
|
(2,890
|
)
|
|
|
|
Total purchase price
|
$
|
19,629
|
|
|
|
(1)
|
Deferred tax liabilities, net primarily relates to purchased identifiable intangible assets and is shown net of deferred tax assets.
|
|
Purchase Price Allocation
(in thousands)
|
|
Useful Life
(in years)
|
||
Net tangible assets acquired
|
$
|
140
|
|
|
|
Intangible assets:
|
|
|
|
||
Developed technology
|
4,700
|
|
|
5
|
|
Customer contracts and related relationships
|
200
|
|
|
1.5
|
|
Goodwill
|
11,437
|
|
|
|
|
Net deferred tax liabilities
(1)
|
(2,015
|
)
|
|
|
|
Total purchase price
|
$
|
14,462
|
|
|
|
(1)
|
Deferred tax liabilities, net primarily relates to purchased identifiable intangible assets and is shown net of deferred tax assets.
|
|
Year Ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
|
(Unaudited)
|
||||||
Revenue
|
$
|
1,391,220
|
|
|
$
|
1,007,752
|
|
Net loss
|
$
|
(455,146
|
)
|
|
$
|
(207,748
|
)
|
Weighted-average shares used to compute net loss per share - basic and diluted
|
164,533,823
|
|
|
155,706,643
|
|
||
Net loss per share - basic and diluted
|
$
|
(2.77
|
)
|
|
$
|
(1.33
|
)
|
|
Purchase Price Allocation
(in thousands)
|
|
Useful Life
(in years)
|
||
Net tangible assets acquired
|
$
|
102
|
|
|
|
Intangible assets:
|
|
|
|
||
Developed technology
|
56,200
|
|
|
5.5
|
|
Order backlog
|
600
|
|
|
1.5
|
|
Trade names
|
300
|
|
|
1.5
|
|
Goodwill
|
53,788
|
|
|
|
|
Net deferred tax liabilities
(1)
|
(10,527
|
)
|
|
|
|
Total purchase price
|
$
|
100,463
|
|
|
|
(1)
|
Deferred tax liabilities, net primarily relates to purchased identifiable intangible assets and is shown net of deferred tax assets.
|
|
Year Ended December 31,
|
||
|
2014
|
||
|
(Unaudited)
|
||
Total revenues
|
$
|
683,426
|
|
Net loss
|
(189,457
|
)
|
|
Weighted-average shares used to compute net loss per share - basic and diluted
|
145,355,543
|
|
|
Net loss per share - basic and diluted
|
$
|
(1.30
|
)
|
|
|
Carrying Amount
|
|||||
Balance as of December 31, 2014
|
|
$
|
55,016
|
|
|||
Goodwill acquired
|
|
1,442
|
|
||||
Foreign currency translation adjustments
|
|
(789
|
)
|
||||
Balance as of December 31, 2015
|
|
55,669
|
|
||||
Goodwill acquired
|
|
26,695
|
|
||||
Foreign currency translation adjustments
|
|
170
|
|
||||
Balance as of December 31, 2016
|
|
$
|
82,534
|
|
|
December 31, 2016
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Developed technology
|
$
|
79,206
|
|
|
$
|
(30,858
|
)
|
|
$
|
48,348
|
|
Patents
|
17,610
|
|
|
(867
|
)
|
|
16,743
|
|
|||
Other
|
1,775
|
|
|
(1,012
|
)
|
|
763
|
|
|||
Total intangible assets
|
$
|
98,591
|
|
|
$
|
(32,737
|
)
|
|
$
|
65,854
|
|
|
December 31, 2015
|
||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Developed technology
|
$
|
58,144
|
|
|
$
|
(17,463
|
)
|
|
$
|
40,681
|
|
Patents
|
1,750
|
|
|
—
|
|
|
1,750
|
|
|||
Other
|
1,945
|
|
|
(1,371
|
)
|
|
574
|
|
|||
Total intangible assets
|
$
|
61,839
|
|
|
$
|
(18,834
|
)
|
|
$
|
43,005
|
|
Years Ending December 31,
|
|||||||
2017
|
|
$
|
16,910
|
|
|||
2018
|
|
15,762
|
|
||||
2019
|
|
15,682
|
|
||||
2020
|
|
6,072
|
|
||||
2021
|
|
4,170
|
|
||||
Thereafter
|
|
7,258
|
|
||||
Total future amortization expense
|
|
$
|
65,854
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Computer equipment and software
|
$
|
254,780
|
|
|
$
|
180,197
|
|
Leasehold improvements
|
37,095
|
|
|
31,659
|
|
||
Furniture and fixtures
|
31,574
|
|
|
26,017
|
|
||
Building
|
6,379
|
|
|
6,318
|
|
||
Construction in progress
|
2,535
|
|
|
1,886
|
|
||
|
332,363
|
|
|
246,077
|
|
||
Less: Accumulated depreciation
|
(150,743
|
)
|
|
(101,363
|
)
|
||
Total property and equipment, net
|
$
|
181,620
|
|
|
$
|
144,714
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Taxes payable
|
$
|
19,472
|
|
|
$
|
9,080
|
|
Bonuses and commissions
|
67,259
|
|
|
33,124
|
|
||
Accrued compensation
|
30,816
|
|
|
17,089
|
|
||
Other employee expenses
|
28,812
|
|
|
21,529
|
|
||
Other
|
25,277
|
|
|
20,442
|
|
||
Total accrued expenses and other current liabilities
|
$
|
171,636
|
|
|
$
|
101,264
|
|
•
|
during any calendar quarter commencing after the calendar quarter ending on
March 31, 2014
(and only during such calendar quarter), if the last reported sale price of the common stock for at least
20
trading days (whether or not consecutive) during the period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price on each applicable trading day;
|
•
|
during the
five
business day period after any
five
consecutive trading day period, or the measurement period, in which the trading price per
$1,000
principal amount of the Notes for each trading day of the measurement period was less than
98%
of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or
|
•
|
upon the occurrence of specified corporate events.
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Liability:
|
|
|
|
||||
Principal
|
$
|
575,000
|
|
|
$
|
575,000
|
|
Less: debt issuance cost and debt discount, net of amortization
|
(67,188
|
)
|
|
(100,466
|
)
|
||
Net carrying amount
|
$
|
507,812
|
|
|
$
|
474,534
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Amortization of debt issuance cost
|
$
|
1,785
|
|
|
$
|
1,668
|
|
|
$
|
1,558
|
|
Amortization of debt discount
|
31,493
|
|
|
29,429
|
|
|
27,501
|
|
|||
Total
|
$
|
33,278
|
|
|
$
|
31,097
|
|
|
$
|
29,059
|
|
Effective interest rate of the liability component
|
6.5%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Foreign currency translation adjustment
|
$
|
(19,277
|
)
|
|
$
|
(14,438
|
)
|
Net unrealized loss on investments, net of tax
|
(1,856
|
)
|
|
(2,444
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(21,133
|
)
|
|
$
|
(16,882
|
)
|
|
|
December 31, 2016
|
||
Stock option plans:
|
|
|
||
Options outstanding
|
|
5,818,435
|
|
|
RSUs
|
|
12,222,282
|
|
|
Stock awards available for future grants:
|
|
|
||
2012 Equity Incentive Plan
(1)
|
|
20,901,395
|
|
|
2012 Employee Stock Purchase Plan
(1)
|
|
8,566,803
|
|
|
Total reserved shares of common stock for future issuance
|
|
47,508,915
|
|
(1)
|
Refer to Note 12 for a description of these plans.
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Weighted-
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
15,897,422
|
|
|
$
|
11.96
|
|
|
|
|
|
||
Granted
|
316,048
|
|
|
75.76
|
|
|
|
|
|
|||
Exercised
|
(7,695,815
|
)
|
|
8.89
|
|
|
|
|
$
|
523,127
|
|
|
Canceled
|
(262,101
|
)
|
|
31.31
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
8,255,554
|
|
|
16.65
|
|
|
|
|
|
|||
Granted
|
617,985
|
|
|
71.17
|
|
|
|
|
|
|||
Exercised
|
(2,587,173
|
)
|
|
13.36
|
|
|
|
|
$
|
157,774
|
|
|
Canceled
|
(467,931
|
)
|
|
58.01
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
5,818,435
|
|
|
$
|
20.57
|
|
|
5.43
|
|
$
|
313,823
|
|
Vested and expected to vest as of December 31, 2016
|
5,721,902
|
|
|
$
|
19.72
|
|
|
5.36
|
|
$
|
313,398
|
|
Vested and exercisable as of December 31, 2016
|
4,968,001
|
|
|
$
|
12.53
|
|
|
4.85
|
|
$
|
307,276
|
|
|
Number of
Shares
|
|
Weighted Average Grant Date Fair Value
(Per Share)
|
|
Aggregate
Intrinsic Value
(in thousands)
|
|||||
Outstanding at December 31, 2014
|
9,941,074
|
|
|
$
|
51.19
|
|
|
|
||
Granted
|
6,941,008
|
|
|
73.98
|
|
|
|
|||
Vested
|
(3,290,220
|
)
|
|
50.25
|
|
|
$
|
254,691
|
|
|
Forfeited
|
(1,174,057
|
)
|
|
59.67
|
|
|
|
|||
Outstanding at December 31, 2015
|
12,417,805
|
|
|
63.38
|
|
|
|
|||
Granted
|
6,870,285
|
|
|
61.22
|
|
|
|
|||
Vested
|
(5,213,662
|
)
|
|
59.95
|
|
|
$
|
354,320
|
|
|
Forfeited
|
(1,852,146
|
)
|
|
63.18
|
|
|
|
|||
Outstanding at December 31, 2016
|
12,222,282
|
|
|
$
|
63.66
|
|
|
$
|
908,604
|
|
Expected to vest as of December 31, 2016
|
10,221,726
|
|
|
|
|
$
|
759,883
|
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
|
|
|
|
|
|
|||
Stock Options:
|
|
|
|
|
|
|||
Expected volatility
|
41% - 42%
|
|
|
41% - 46%
|
|
|
47% - 50%
|
|
Expected term (in years)
|
4.89 - 5.60
|
|
|
5.50 - 6.08
|
|
|
6.08
|
|
Risk-free interest rate
|
1.18% - 1.87%
|
|
|
1.48% - 1.94%
|
|
|
1.78% - 2.06%
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
|
|
|
|
|
|
|||
ESPP:
|
|
|
|
|
|
|||
Expected volatility
|
31% - 49%
|
|
|
31% - 49%
|
|
|
33% - 49%
|
|
Expected term (in years)
|
0.50
|
|
|
0.50
|
|
|
0.50
|
|
Risk-free interest rate
|
0.17% - 0.47%
|
|
|
0.05% - 0.17%
|
|
|
0.05% - 0.08%
|
|
Dividend yield
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Numerator:
|
|
|
|
|
|
||||||
Net loss
|
$
|
(451,804
|
)
|
|
$
|
(198,426
|
)
|
|
$
|
(179,387
|
)
|
Denominator:
|
|
|
|
|
|
||||||
Weighted-average shares outstanding - basic and diluted
|
164,533,823
|
|
|
155,706,643
|
|
|
145,355,543
|
|
|||
Net loss per share - basic and diluted
|
$
|
(2.75
|
)
|
|
$
|
(1.27
|
)
|
|
$
|
(1.23
|
)
|
|
Year Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Common stock options
|
5,818,435
|
|
|
8,255,554
|
|
|
15,897,422
|
|
Restricted stock units
|
12,222,282
|
|
|
12,417,805
|
|
|
9,941,074
|
|
Common stock subject to repurchase
|
—
|
|
|
—
|
|
|
13,597
|
|
ESPP obligations
|
366,529
|
|
|
254,728
|
|
|
272,294
|
|
Convertible senior notes
|
7,783,023
|
|
|
7,783,023
|
|
|
7,783,023
|
|
Warrants related to the issuance of convertible senior notes
|
7,783,023
|
|
|
7,783,023
|
|
|
7,783,023
|
|
Total potentially dilutive securities
|
33,973,292
|
|
|
36,494,133
|
|
|
41,690,433
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
(55
|
)
|
|
$
|
682
|
|
|
$
|
2
|
|
State
|
135
|
|
|
211
|
|
|
216
|
|
|||
Foreign
|
5,097
|
|
|
6,125
|
|
|
5,046
|
|
|||
|
5,177
|
|
|
7,018
|
|
|
5,264
|
|
|||
Deferred provision:
|
|
|
|
|
|
||||||
Federal
|
(4,462
|
)
|
|
—
|
|
|
(232
|
)
|
|||
State
|
(746
|
)
|
|
—
|
|
|
(24
|
)
|
|||
Foreign
|
1,784
|
|
|
(1,604
|
)
|
|
(1,161
|
)
|
|||
|
(3,424
|
)
|
|
(1,604
|
)
|
|
(1,417
|
)
|
|||
Provision for income taxes
|
$
|
1,753
|
|
|
$
|
5,414
|
|
|
$
|
3,847
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
(432,631
|
)
|
|
$
|
(150,593
|
)
|
|
$
|
(109,087
|
)
|
Foreign
|
(17,420
|
)
|
|
(42,419
|
)
|
|
(66,453
|
)
|
|||
Total
|
$
|
(450,051
|
)
|
|
$
|
(193,012
|
)
|
|
$
|
(175,540
|
)
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Tax computed at U.S. federal statutory rate
|
$
|
(153,017
|
)
|
|
$
|
(65,624
|
)
|
|
$
|
(59,684
|
)
|
State taxes, net of federal benefit
|
37
|
|
|
53
|
|
|
95
|
|
|||
Tax rate differential for international subsidiaries
|
10,910
|
|
|
18,681
|
|
|
26,169
|
|
|||
Stock-based compensation
|
(27,133
|
)
|
|
13,597
|
|
|
9,049
|
|
|||
Tax credits
|
(16,452
|
)
|
|
(11,961
|
)
|
|
(9,481
|
)
|
|||
Other
|
2,642
|
|
|
2,865
|
|
|
2,231
|
|
|||
Valuation allowance
|
184,766
|
|
|
47,803
|
|
|
35,468
|
|
|||
Provision for income taxes
|
$
|
1,753
|
|
|
$
|
5,414
|
|
|
$
|
3,847
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
640,312
|
|
|
$
|
27,570
|
|
Accrued expenses
|
10,424
|
|
|
6,030
|
|
||
Credit carryforwards
|
50,559
|
|
|
32,824
|
|
||
Stock-based compensation
|
46,530
|
|
|
53,249
|
|
||
Note Hedge
|
20,520
|
|
|
30,593
|
|
||
Other
|
13,733
|
|
|
12,025
|
|
||
Total deferred tax assets
|
782,078
|
|
|
162,291
|
|
||
Less valuation allowance
|
(728,870
|
)
|
|
(110,311
|
)
|
||
|
53,208
|
|
|
51,980
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation and amortization
|
(18,914
|
)
|
|
(13,103
|
)
|
||
Convertible notes
|
(23,605
|
)
|
|
(35,054
|
)
|
||
Other
|
—
|
|
|
(4
|
)
|
||
Net deferred tax assets
|
$
|
10,689
|
|
|
$
|
3,819
|
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance, beginning period
|
$
|
11,737
|
|
|
$
|
9,158
|
|
|
$
|
4,810
|
|
Tax positions taken in prior period:
|
|
|
|
|
|
||||||
Gross increases
|
1,122
|
|
|
2
|
|
|
45
|
|
|||
Gross decreases
|
(50
|
)
|
|
(1,017
|
)
|
|
(313
|
)
|
|||
Tax positions taken in current period:
|
|
|
|
|
|
||||||
Gross increases
|
5,673
|
|
|
3,768
|
|
|
4,704
|
|
|||
Gross decreases
|
—
|
|
|
(73
|
)
|
|
—
|
|
|||
Lapse of statute of limitations
|
(42
|
)
|
|
(101
|
)
|
|
(88
|
)
|
|||
Balance, end of period
|
$
|
18,440
|
|
|
$
|
11,737
|
|
|
$
|
9,158
|
|
|
Leases, net of Sublease Income
|
|
Purchase Obligations
(1)
|
|
Other
|
|
Total
|
||||||||
Years Ending December 31,
|
|
|
|
|
|
|
|
||||||||
2017
|
$
|
33,855
|
|
|
$
|
17,933
|
|
|
$
|
517
|
|
|
$
|
52,305
|
|
2018
|
35,887
|
|
|
13,401
|
|
|
517
|
|
|
49,805
|
|
||||
2019
|
36,042
|
|
|
6,529
|
|
|
517
|
|
|
43,088
|
|
||||
2020
|
35,197
|
|
|
3,950
|
|
|
517
|
|
|
39,664
|
|
||||
2021
|
34,847
|
|
|
2,127
|
|
|
517
|
|
|
37,491
|
|
||||
Thereafter
|
122,643
|
|
|
—
|
|
|
1,465
|
|
|
124,108
|
|
||||
Total
|
$
|
298,471
|
|
|
$
|
43,940
|
|
|
$
|
4,050
|
|
|
$
|
346,461
|
|
(1)
|
Consists of future minimum payments under non-cancelable purchase commitments primarily related to data center and IT operations. Not included in the table above are certain purchase commitments related to our future Knowledge user conferences. If we were to cancel these agreements as of
December 31, 2016
, we would have been obligated to pay cancellation penalties of approximately
$18.1 million
in aggregate.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Revenues by geography
|
|
|
|
|
|
||||||
North America
(1)
|
$
|
946,956
|
|
|
$
|
702,985
|
|
|
$
|
465,332
|
|
EMEA
(2)
|
339,341
|
|
|
233,378
|
|
|
173,635
|
|
|||
Asia Pacific and other
|
104,216
|
|
|
69,117
|
|
|
43,596
|
|
|||
Total revenues
|
$
|
1,390,513
|
|
|
$
|
1,005,480
|
|
|
$
|
682,563
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Property and equipment, net:
|
|
|
|
||||
North America
(3)
|
$
|
132,671
|
|
|
$
|
104,085
|
|
EMEA
(2)
|
37,449
|
|
|
32,027
|
|
||
Asia Pacific and other
|
11,500
|
|
|
8,602
|
|
||
Total property and equipment, net
|
$
|
181,620
|
|
|
$
|
144,714
|
|
(1)
|
Revenues attributed to the United States were approximately
95%
of North America revenues for the years ended
December 31, 2016
and
2015
, and
94%
for the year ended
December 31, 2014
.
|
(2)
|
Europe, the Middle East and Africa (EMEA)
|
(3)
|
Property and equipment, net attributed to the United States were approximately
92%
and
98%
of property and equipment, net attributable to North America for the years ended
December 31, 2016
and
2015
, respectively.
|
|
Year Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service Management solutions
|
$
|
1,108,846
|
|
|
$
|
783,603
|
|
|
$
|
532,045
|
|
IT Operations Management solutions
|
112,793
|
|
|
64,675
|
|
|
35,172
|
|
|||
Total subscription revenues
|
$
|
1,221,639
|
|
|
$
|
848,278
|
|
|
$
|
567,217
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINACIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
S
ERVICE
N
OW
, I
NC
.
|
||
|
|
|
|
|
By:
|
|
/s/ Frank Slootman
|
|
|
|
Frank Slootman
Chairman, President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Frank Slootman
|
|
Chairman, President, Chief Executive Officer and Director
(Principal Executive Officer)
|
|
February 28, 2017
|
Frank Slootman
|
|
|
|
|
|
|
|
|
|
/s/ Michael P. Scarpelli
|
|
Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
|
|
February 28, 2017
|
Michael P. Scarpelli
|
|
|
|
|
|
|
|
|
|
/s/ Susan L. Bostrom
|
|
Director
|
|
February 28, 2017
|
Susan L. Bostrom
|
|
|
|
|
|
|
|
|
|
/s/ Jonathan C. Chadwick
|
|
Director
|
|
February 28, 2017
|
Jonathan C. Chadwick
|
|
|
|
|
|
|
|
|
|
/s/ Paul E. Chamberlain
|
|
Director
|
|
February 28, 2017
|
Paul E. Chamberlain
|
|
|
|
|
|
|
|
|
|
/s/ Ronald E.F. Codd
|
|
Director
|
|
February 28, 2017
|
Ronald E. F. Codd
|
|
|
|
|
|
|
|
|
|
/s/ Charles Giancarlo
|
|
Director
|
|
February 28, 2017
|
Charles Giancarlo
|
|
|
|
|
|
|
|
|
|
/s/ Frederic B. Luddy
|
|
Director
|
|
February 28, 2017
|
Frederic B. Luddy
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey A. Miller
|
|
Director
|
|
February 28, 2017
|
Jeffrey A. Miller
|
|
|
|
|
|
|
|
|
|
/s/ Anita M. Sands
|
|
Director
|
|
February 28, 2017
|
Anita M. Sands
|
|
|
|
|
|
|
|
|
|
/s/ William L. Strauss
|
|
Director
|
|
February 28, 2017
|
William L. Strauss
|
|
|
|
|
Exhibit
Number
|
Description of Document
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
||||
3.1
|
Restated Certificate of Incorporation.
|
|
10-Q
|
|
001-35580
|
|
3.1
|
|
8/10/2012
|
|
|
3.2
|
Restated Bylaws.
|
|
8-K
|
|
001-35580
|
|
3.1
|
|
12/10/2014
|
|
|
4.1
|
Form of Common Stock Certificate.
|
|
S-1/A
|
|
333-180486
|
|
4.1
|
|
6/19/2012
|
|
|
4.2
|
Indenture dated November 13, 2013 between ServiceNow, Inc. and Wells Fargo Bank, National Association.
|
|
8-K
|
|
001-35580
|
|
4.1
|
|
11/13/2013
|
|
|
4.3
|
Third Amended and Restated Investors Rights Agreement dated November 25, 2009 among the Registrant and certain of its stockholders.
|
|
S-1
|
|
333-180486
|
|
4.2
|
|
3/30/2012
|
|
|
10.1*
|
Form of Indemnification Agreement.
|
|
10-K
|
|
001-35580
|
|
10.1
|
|
2/27/2015
|
|
|
10.2*
|
2005 Stock Plan, Forms of Stock Option Agreement and Form of Restricted Stock Unit Agreement thereunder.
|
|
S-1
|
|
333-180486
|
|
10.2
|
|
3/30/2012
|
|
|
10.3*
|
2012 Equity Incentive Plan, Forms of Stock Option Award Agreement, Restricted Stock Agreement, Stock Appreciation Right Award Agreement and Restricted Stock Unit Award Agreement thereunder.
|
|
S-1/A
|
|
333-180486
|
|
10.3
|
|
6/19/2012
|
|
|
10.4*
|
Form of Stock Option Award Agreement and Restricted Stock Unit Award Agreement under 2012 Equity Incentive Plan adopted as of January 26, 2016.
|
|
10-K
|
|
001-35580
|
|
10.4
|
|
2/25/2016
|
|
|
10.5*
|
2012 Employee Stock Purchase Plan and Form of Subscription Agreement thereunder.
|
|
10-K
|
|
001-35580
|
|
10.4
|
|
3/8/2013
|
|
|
10.6*
|
Form of Subscription Agreement under 2012 Employee Stock Purchase Plan adopted as of January 26, 2016.
|
|
10-K
|
|
001-35580
|
|
10.6
|
|
2/25/2016
|
|
|
10.7*
|
Employment Agreement dated May 2, 2011 among the Registrant and Frank Slootman.
|
|
S-1
|
|
333-180486
|
|
10.5
|
|
3/30/2012
|
|
|
10.8*
|
First Amendment to Employment Agreement dated April 23, 2014 among Registrant and Frank Slootman.
|
|
10-Q
|
|
001-35580
|
|
10.1
|
|
8/7/2014
|
|
|
10.9*
|
Employment Agreement dated May 12, 2011 among the Registrant and Michael P. Scarpelli.
|
|
S-1
|
|
333-180486
|
|
10.6
|
|
3/30/2012
|
|
|
10.10*
|
First Amendment to Employment Agreement dated August 15, 2014 among Registrant and Michael P. Scarpelli.
|
|
10-Q
|
|
001-35580
|
|
10.2
|
|
11/5/2014
|
|
|
10.11*
|
Employment Agreement dated May 21, 2011 among the Registrant and David L. Schneider.
|
|
S-1
|
|
333-180486
|
|
10.7
|
|
3/30/2012
|
|
|
10.12*
|
First Amendment to Employment Agreement dated July 3, 2014 among Registrant and David L. Schneider.
|
|
10-Q
|
|
001-35580
|
|
10.1
|
|
11/5/2014
|
|
|
10.13*
|
Employment Agreement dated August 1, 2011 among the Registrant and Daniel R. McGee.
|
|
S-1
|
|
333-180486
|
|
10.8
|
|
3/30/2012
|
|
|
10.14*
|
First Amendment to Employment Agreement dated August 15, 2014 among Registrant and Daniel R. McGee.
|
|
10-Q
|
|
001-35580
|
|
10.3
|
|
11/5/2014
|
|
|
Exhibit
Number
|
Description of Document
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
||||
10.15*
|
Employment Agreement dated December 6, 2016 among the Registrant and Chirantan J. Desai.
|
|
|
|
|
|
|
|
|
|
x
|
10.16
|
Employment Agreement dated February 22, 2017 among the Registrant and John J. Donahoe.
|
|
8-K
|
|
001-35580
|
|
10.1
|
|
2/27/2017
|
|
|
10.17
|
Lease Agreement dated November 8, 2012 between the Registrant and Jay Ridge LLC.
|
|
S-1/A
|
|
333-184674
|
|
10.12
|
|
11/9/2012
|
|
|
10.18
|
Office Lease dated December 12, 2014 between Registrant and S1 55 LLC
|
|
8-K
|
|
001-35580
|
|
10.1
|
|
12/15/2014
|
|
|
10.19
|
Form of Base Convertible Note Hedge Transaction Confirmation.
|
|
8-K
|
|
001-32224
|
|
99.1
|
|
11/13/2013
|
|
|
10.20
|
Form of Base Warrant Transaction Confirmation.
|
|
8-K
|
|
001-32224
|
|
99.2
|
|
11/13/2013
|
|
|
10.21
|
Form of Additional Convertible Note Hedge Transaction Confirmation.
|
|
8-K
|
|
001-32224
|
|
99.3
|
|
11/13/2013
|
|
|
10.22
|
Form of Additional Warrant Transaction Confirmation.
|
|
8-K
|
|
001-32224
|
|
99.4
|
|
11/13/2013
|
|
|
21.1
|
Subsidiaries of the Registrant.
|
|
|
|
|
|
|
|
|
|
x
|
23.1
|
Consent of independent registered public accounting firm.
|
|
|
|
|
|
|
|
|
|
x
|
24.1
|
Power of Attorney. Reference is made to the signature page hereto.
|
|
|
|
|
|
|
|
|
|
x
|
31.1
|
Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
x
|
31.2
|
Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
x
|
32.1
|
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
x
|
32.2
|
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
|
|
|
|
|
|
x
|
101.INS**
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
|
|
|
|
|
|
|
|
|
|
x
|
101.SCH**
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
|
|
x
|
101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
x
|
101.DEF**
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
|
|
x
|
Exhibit
Number
|
Description of Document
|
|
Incorporated by Reference
|
|
Filed
Herewith
|
||||||
Form
|
|
File No.
|
|
Exhibit
|
|
Filing Date
|
|
||||
101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
|
|
x
|
101.PRE**
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
|
|
x
|
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