Quarterly Report (10-q)

false--12-31Q220190001303652160800018890000.00010.00017500000007500000073314823110421317700411310368607733148231104213177004113103686070.0001100000000000 0001303652 2019-01-01 2019-06-30 0001303652 us-gaap:CommonClassBMember 2019-07-29 0001303652 us-gaap:CommonClassAMember 2019-07-29 0001303652 2019-06-30 0001303652 2018-12-31 0001303652 us-gaap:CommonClassAMember 2019-06-30 0001303652 us-gaap:ConvertiblePreferredStockMember 2019-06-30 0001303652 us-gaap:ConvertiblePreferredStockMember 2018-12-31 0001303652 us-gaap:CommonClassAMember 2018-12-31 0001303652 us-gaap:CommonClassBMember 2018-12-31 0001303652 us-gaap:CommonClassBMember 2019-06-30 0001303652 2018-04-01 2018-06-30 0001303652 us-gaap:MaintenanceMember 2018-04-01 2018-06-30 0001303652 2018-01-01 2018-06-30 0001303652 us-gaap:MaintenanceMember 2018-01-01 2018-06-30 0001303652 us-gaap:LicenseMember 2018-04-01 2018-06-30 0001303652 us-gaap:LicenseMember 2019-04-01 2019-06-30 0001303652 2019-04-01 2019-06-30 0001303652 us-gaap:MaintenanceMember 2019-04-01 2019-06-30 0001303652 us-gaap:LicenseMember 2018-01-01 2018-06-30 0001303652 us-gaap:MaintenanceMember 2019-01-01 2019-06-30 0001303652 us-gaap:LicenseMember 2019-01-01 2019-06-30 0001303652 us-gaap:ResearchAndDevelopmentExpenseMember 2018-04-01 2018-06-30 0001303652 us-gaap:SellingAndMarketingExpenseMember 2018-01-01 2018-06-30 0001303652 us-gaap:GeneralAndAdministrativeExpenseMember 2019-04-01 2019-06-30 0001303652 us-gaap:ResearchAndDevelopmentExpenseMember 2019-01-01 2019-06-30 0001303652 us-gaap:CostOfSalesMember 2018-01-01 2018-06-30 0001303652 us-gaap:CostOfSalesMember 2018-04-01 2018-06-30 0001303652 us-gaap:GeneralAndAdministrativeExpenseMember 2018-01-01 2018-06-30 0001303652 us-gaap:SellingAndMarketingExpenseMember 2019-01-01 2019-06-30 0001303652 us-gaap:SellingAndMarketingExpenseMember 2019-04-01 2019-06-30 0001303652 us-gaap:ResearchAndDevelopmentExpenseMember 2019-04-01 2019-06-30 0001303652 us-gaap:GeneralAndAdministrativeExpenseMember 2018-04-01 2018-06-30 0001303652 us-gaap:CostOfSalesMember 2019-04-01 2019-06-30 0001303652 us-gaap:GeneralAndAdministrativeExpenseMember 2019-01-01 2019-06-30 0001303652 us-gaap:SellingAndMarketingExpenseMember 2018-04-01 2018-06-30 0001303652 us-gaap:ResearchAndDevelopmentExpenseMember 2018-01-01 2018-06-30 0001303652 us-gaap:CostOfSalesMember 2019-01-01 2019-06-30 0001303652 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0001303652 2019-01-01 2019-03-31 0001303652 us-gaap:CommonStockMember 2019-06-30 0001303652 us-gaap:RetainedEarningsMember 2019-03-31 0001303652 us-gaap:AdditionalPaidInCapitalMember 2019-03-31 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-03-31 0001303652 us-gaap:CommonStockMember 2019-04-01 2019-06-30 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-03-31 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-06-30 0001303652 us-gaap:CommonStockMember 2018-12-31 0001303652 us-gaap:RetainedEarningsMember 2019-06-30 0001303652 us-gaap:RetainedEarningsMember 2019-04-01 2019-06-30 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-04-01 2019-06-30 0001303652 2019-03-31 0001303652 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-03-31 0001303652 us-gaap:AdditionalPaidInCapitalMember 2019-06-30 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0001303652 us-gaap:CommonStockMember 2019-01-01 2019-03-31 0001303652 us-gaap:AdditionalPaidInCapitalMember 2019-04-01 2019-06-30 0001303652 us-gaap:RetainedEarningsMember 2018-12-31 0001303652 us-gaap:CommonStockMember 2019-03-31 0001303652 us-gaap:RetainedEarningsMember 2019-01-01 2019-03-31 0001303652 2018-03-31 0001303652 us-gaap:AdditionalPaidInCapitalMember 2018-04-01 2018-06-30 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-04-01 2018-06-30 0001303652 2018-01-01 2018-03-31 0001303652 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-03-31 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-03-31 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-06-30 0001303652 us-gaap:AccountingStandardsUpdate201409Member us-gaap:RetainedEarningsMember 2018-01-01 0001303652 us-gaap:CommonStockMember 2018-03-31 0001303652 us-gaap:RetainedEarningsMember 2017-12-31 0001303652 us-gaap:AccountingStandardsUpdate201409Member 2018-01-01 0001303652 2018-06-30 0001303652 us-gaap:RetainedEarningsMember 2018-06-30 0001303652 us-gaap:CommonStockMember 2018-04-01 2018-06-30 0001303652 us-gaap:CommonStockMember 2018-01-01 2018-03-31 0001303652 us-gaap:RetainedEarningsMember 2018-01-01 2018-03-31 0001303652 us-gaap:AccountingStandardsUpdate201409Member us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 0001303652 2017-12-31 0001303652 us-gaap:RetainedEarningsMember 2018-03-31 0001303652 us-gaap:CommonStockMember 2017-12-31 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-03-31 0001303652 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0001303652 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0001303652 us-gaap:CommonStockMember 2018-06-30 0001303652 us-gaap:AdditionalPaidInCapitalMember 2018-03-31 0001303652 us-gaap:RetainedEarningsMember 2018-04-01 2018-06-30 0001303652 us-gaap:AdditionalPaidInCapitalMember 2018-06-30 0001303652 us-gaap:SubsequentEventMember 2019-07-03 2019-07-03 0001303652 us-gaap:AccountingStandardsUpdate201602Member us-gaap:PrepaidExpensesAndOtherCurrentAssetsMember 2019-01-01 0001303652 us-gaap:AccountingStandardsUpdate201602Member us-gaap:OtherNoncurrentLiabilitiesMember 2019-01-01 0001303652 us-gaap:AccountingStandardsUpdate201602Member data:OperatingleaserightofuseassetsMember 2019-01-01 0001303652 2019-01-01 0001303652 us-gaap:AccountingStandardsUpdate201602Member data:OperatingleaseliabilitiesnoncurrentMember 2019-01-01 0001303652 us-gaap:AccountingStandardsUpdate201602Member us-gaap:AccruedLiabilitiesMember 2019-01-01 0001303652 us-gaap:AccountingStandardsUpdate201602Member us-gaap:OtherNoncurrentAssetsMember 2019-01-01 0001303652 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2018-12-31 0001303652 us-gaap:USTreasurySecuritiesMember us-gaap:ShortTermInvestmentsMember 2018-12-31 0001303652 us-gaap:CorporateDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2018-12-31 0001303652 us-gaap:USTreasurySecuritiesMember data:LongtermInvestmentsMember 2018-12-31 0001303652 us-gaap:ShortTermInvestmentsMember 2018-12-31 0001303652 us-gaap:CorporateDebtSecuritiesMember data:LongtermInvestmentsMember 2018-12-31 0001303652 data:LongtermInvestmentsMember 2018-12-31 0001303652 us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember us-gaap:ShortTermInvestmentsMember 2018-12-31 0001303652 us-gaap:CorporateDebtSecuritiesMember data:LongtermInvestmentsMember 2019-06-30 0001303652 us-gaap:ShortTermInvestmentsMember 2019-06-30 0001303652 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-06-30 0001303652 us-gaap:CorporateDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-06-30 0001303652 data:LongtermInvestmentsMember 2019-06-30 0001303652 us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember us-gaap:ShortTermInvestmentsMember 2019-06-30 0001303652 us-gaap:USTreasurySecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-06-30 0001303652 us-gaap:MoneyMarketFundsMember 2018-12-31 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:USTreasurySecuritiesMember us-gaap:ShortTermInvestmentsMember 2018-12-31 0001303652 us-gaap:FairValueInputsLevel1Member 2018-12-31 0001303652 us-gaap:CorporateDebtSecuritiesMember us-gaap:CashEquivalentsMember 2018-12-31 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2018-12-31 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:USTreasurySecuritiesMember data:LongtermInvestmentsMember 2018-12-31 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2018-12-31 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember us-gaap:ShortTermInvestmentsMember 2018-12-31 0001303652 us-gaap:FairValueInputsLevel2Member 2018-12-31 0001303652 us-gaap:FairValueInputsLevel3Member 2018-12-31 0001303652 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2018-12-31 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember data:LongtermInvestmentsMember 2018-12-31 0001303652 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateDebtSecuritiesMember us-gaap:CashEquivalentsMember 2018-12-31 0001303652 us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:CashEquivalentsMember 2019-06-30 0001303652 us-gaap:FairValueInputsLevel1Member 2019-06-30 0001303652 us-gaap:FairValueInputsLevel1Member us-gaap:CorporateDebtSecuritiesMember us-gaap:CashEquivalentsMember 2019-06-30 0001303652 us-gaap:FairValueInputsLevel2Member 2019-06-30 0001303652 us-gaap:FairValueInputsLevel3Member 2019-06-30 0001303652 us-gaap:FairValueInputsLevel1Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:CashEquivalentsMember 2019-06-30 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:USGovernmentAgenciesDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-06-30 0001303652 us-gaap:FairValueInputsLevel1Member us-gaap:MoneyMarketFundsMember 2019-06-30 0001303652 us-gaap:MoneyMarketFundsMember 2019-06-30 0001303652 us-gaap:USTreasurySecuritiesMember us-gaap:CashEquivalentsMember 2019-06-30 0001303652 us-gaap:CorporateDebtSecuritiesMember us-gaap:CashEquivalentsMember 2019-06-30 0001303652 us-gaap:FairValueInputsLevel1Member us-gaap:USTreasurySecuritiesMember us-gaap:CashEquivalentsMember 2019-06-30 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:USTreasurySecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-06-30 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:CommercialPaperNotIncludedWithCashAndCashEquivalentsMember us-gaap:ShortTermInvestmentsMember 2019-06-30 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember us-gaap:ShortTermInvestmentsMember 2019-06-30 0001303652 us-gaap:FairValueInputsLevel2Member us-gaap:CorporateDebtSecuritiesMember data:LongtermInvestmentsMember 2019-06-30 0001303652 srt:MinimumMember 2019-06-30 0001303652 srt:MaximumMember 2019-06-30 0001303652 2016-11-01 0001303652 us-gaap:CommonClassAMember 2019-01-01 2019-06-30 0001303652 us-gaap:CommonClassBMember 2019-01-01 2019-06-30 0001303652 2018-04-26 0001303652 2018-06-07 2018-06-07 0001303652 data:EmpiricalSystemsMember 2018-06-07 2018-06-07 0001303652 data:EmpiricalSystemsMember 2018-06-07 0001303652 data:ContractAssetMember 2019-01-01 2019-06-30 0001303652 data:ContractAssetMember 2019-06-30 0001303652 data:ContractAssetMember 2018-12-31 0001303652 data:DeferredRevenueMember 2019-01-01 2019-06-30 0001303652 data:DeferredRevenueMember 2019-06-30 0001303652 data:DeferredRevenueMember 2018-12-31 0001303652 data:RecognizedOverNext24MonthsMember 2019-06-30 0001303652 data:DeferredCommissionsMember 2019-06-30 0001303652 data:DeferredCommissionsMember 2018-12-31 0001303652 data:DeferredCommissionsMember 2019-01-01 2019-06-30 0001303652 us-gaap:RestrictedStockUnitsRSUMember 2019-01-01 2019-06-30 0001303652 us-gaap:RestrictedStockUnitsRSUMember 2019-06-30 0001303652 us-gaap:RestrictedStockUnitsRSUMember 2018-12-31 0001303652 data:ESPPMember 2019-01-01 2019-06-30 0001303652 srt:MaximumMember data:PerformanceSharesSubjecttoPerformanceConditionsOtherThanTechnologyMilestonesMember 2019-01-01 2019-06-30 0001303652 data:A2013PlanMember 2019-06-30 0001303652 data:A2013PlanMember 2019-01-01 2019-06-30 0001303652 us-gaap:CommonClassAMember data:ESPPMember 2019-01-01 2019-06-30 0001303652 us-gaap:CommonClassAMember data:ESPPMember 2019-06-30 0001303652 us-gaap:CommonClassAMember data:ESPPMember 2018-12-31 0001303652 data:A2013PlanMember 2018-12-31 0001303652 data:UnitedStatesandCanadaMember 2018-01-01 2018-06-30 0001303652 data:InternationalMember 2019-01-01 2019-06-30 0001303652 data:InternationalMember 2018-04-01 2018-06-30 0001303652 data:InternationalMember 2019-04-01 2019-06-30 0001303652 data:InternationalMember 2018-01-01 2018-06-30 0001303652 data:UnitedStatesandCanadaMember 2018-04-01 2018-06-30 0001303652 data:UnitedStatesandCanadaMember 2019-01-01 2019-06-30 0001303652 data:UnitedStatesandCanadaMember 2019-04-01 2019-06-30 xbrli:shares data:segment data:product xbrli:pure iso4217:USD xbrli:shares data:voting_right iso4217:USD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2019

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission File Number: 001-35925

TABLEAU SOFTWARE, INC.

(Exact name of Registrant as specified in its charter)



Delaware		47-0945740
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1621 North 34th Street

Seattle , Washington 98103

(Address of principal executive offices and zip code)

( 206 ) 633-3400

(Registrant's telephone number, including area code)



Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A Common Stock, par value $0.0001	DATA	New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes o No

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). x Yes o No

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.



Large accelerated filer	x	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes x No

As of July 29, 2019 , there were approximately 77,093,957 shares of the Registrant's Class A common stock and 10,368,607 shares of the Registrant's Class B common stock outstanding.

TABLEAU SOFTWARE, INC.

QUARTERLY REPORT ON FORM 10-Q

For the Quarter Ended June 30, 2019

Table of Contents



	PART I. FINANCIAL INFORMATION	Page
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018	4
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018	5
	Condensed Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2019 and 2018	6
	Condensed Consolidated Statements of Stockholders' Equity as of June 30, 2019 and June 30, 2018	7
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	42
Item 4.	Controls and Procedures	42
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	43
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sale of Securities and Use of Proceeds	68
Item 6.	Exhibits	69
	Signatures	70

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Tableau Software, Inc.

Condensed Consolidated Balance Sheets

(Unaudited)



	June 30, 2019			December 31, 2018
	(in thousands, except share data)
Assets
Current assets
Cash and cash equivalents	$	553,538		$	653,022
Short-term investments	491,039			369,355
Accounts receivable, net of allowance for doubtful accounts of $1,889 and $1,608	217,454			236,063
Prepaid expenses and other current assets	187,027			155,012
Income taxes receivable	2,175			2,268
Total current assets	1,451,233			1,415,720
Long-term investments	24,548			26,278
Property and equipment, net	106,016			94,537
Operating lease right-of-use assets	221,606			—
Goodwill	45,430			42,530
Deferred income taxes	4,866			4,733
Other long-term assets	57,916			50,927
Total assets	$	1,911,615		$	1,634,725
Liabilities and stockholders' equity
Current liabilities
Accounts payable	$	5,214		$	6,652
Accrued compensation and employee-related benefits	87,991			105,155
Other accrued liabilities	80,676			55,896
Income taxes payable	494			2,982
Deferred revenue	373,001			377,892
Total current liabilities	547,376			548,577
Deferred revenue	21,522			16,306
Operating lease liabilities	257,982			—
Other long-term liabilities	10,286			56,257
Total liabilities	837,166			621,140
Commitments and contingencies (Note 11)
Stockholders' equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; none issued	—			—
Class B common stock, $0.0001 par value, 75,000,000 shares authorized; 10,368,607 and 11,042,131 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively	1			1
Class A common stock, $0.0001 par value, 750,000,000 shares authorized; 77,004,113 and 73,314,823 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively	8			7
Additional paid-in capital	1,525,144			1,340,628
Accumulated other comprehensive loss	(10,711		)	(11,458		)
Accumulated deficit	(439,993		)	(315,593		)
Total stockholders' equity	1,074,449			1,013,585
Total liabilities and stockholders' equity	$	1,911,615		$	1,634,725

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Tableau Software, Inc.

Condensed Consolidated Statements of Operations

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(in thousands, except per share amounts)
Revenues
License	$	146,748		$	137,848		$	264,300		$	246,641
Maintenance and services	175,356			144,441			340,264			281,855
Total revenues	322,104			282,289			604,564			528,496
Cost of revenues
License	5,322			4,626			10,949			8,580
Maintenance and services	34,524			30,599			68,326			59,070
Total cost of revenues ⁽¹⁾	39,846			35,225			79,275			67,650
Gross profit	282,258			247,064			525,289			460,846
Operating expenses
Sales and marketing ⁽¹⁾	166,668			144,150			329,010			282,556
Research and development ⁽¹⁾	112,099			94,033			224,243			187,538
General and administrative ⁽¹⁾	43,326			29,846			105,051			62,096
Total operating expenses	322,093			268,029			658,304			532,190
Operating loss	(39,835		)	(20,965		)	(133,015		)	(71,344		)
Other income, net	7,481			6,866			12,667			8,328
Loss before income tax expense (benefit)	(32,354		)	(14,099		)	(120,348		)	(63,016		)
Income tax expense (benefit)	3,164			(2,033		)	4,052			(4,478		)
Net loss	$	(35,518	)	$	(12,066	)	$	(124,400	)	$	(58,538	)

Net loss per share:
Basic	$	(0.41	)	$	(0.15	)	$	(1.45	)	$	(0.72	)
Diluted	$	(0.41	)	$	(0.15	)	$	(1.45	)	$	(0.72	)

Weighted average shares used to compute net loss per share:
Basic	86,711			82,247			86,076			81,647
Diluted	86,711			82,247			86,076			81,647

(1) Includes stock-based compensation expense as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in thousands)
Cost of revenues	$	4,050	$	3,299	$	7,902	$	6,286
Sales and marketing	24,006		22,150		46,999		42,165
Research and development	32,907		26,837		64,548		51,994
General and administrative	8,124		6,026		15,257		13,630

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Tableau Software, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(Unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(in thousands)
Net loss	$	(35,518	)	$	(12,066	)	$	(124,400	)	$	(58,538	)
Other comprehensive income (loss), net of tax:
Foreign currency translation	(2,344		)	(1,314		)	(580		)	(728		)
Net unrealized gain (loss) on available-for-sale securities	619			74			1,327			(775		)
Comprehensive loss	$	(37,243	)	$	(13,306	)	$	(123,653	)	$	(60,041	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Tableau Software, Inc.

Condensed Consolidated Statements of Stockholders' Equity

(Unaudited)



	Common Stock (Class A and B)				Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
	Shares		Amount		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
	(in thousands, except share information)
Balances as of December 31, 2018	84,356,954		$	8	$	1,340,628		$	(11,458	)	$	(315,593	)	$	1,013,585
Issuance of common stock	1,646,055		1		6,286			—			—			6,287
Repurchase of common stock	(34,986	)	—		(4,326		)	—			—			(4,326		)
Stock-based compensation expense	—		—		65,619			—			—			65,619
Donation of Class A common stock	209,384		—		24,230			—			—			24,230
Other comprehensive income, net	—		—		—			2,472			—			2,472
Net loss	—		—		—			—			(88,882		)	(88,882		)
Balances as of March 31, 2019	86,177,407		$	9	$	1,432,437		$	(8,986	)	$	(404,475	)	$	1,018,985
Issuance of common stock	1,195,313		—		23,620			—			—			23,620
Stock-based compensation expense	—		—		69,087			—			—			69,087
Other comprehensive loss, net	—		—		—			(1,725		)	—			(1,725		)
Net loss	—		—		—			—			(35,518		)	(35,518		)
Balances as of June 30, 2019	87,372,720		$	9	$	1,525,144		$	(10,711	)	$	(439,993	)	$	1,074,449



	Common Stock (Class A and B)				Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
	Shares		Amount		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders' Equity
	(in thousands, except share information)
Balances as of December 31, 2017	80,462,345		$	8	$	1,168,563		$	(11,991	)	$	(402,957	)	$	753,623
Cumulative effect of a change in accounting principle related to revenue recognition	—		—		—			1,683			164,406			166,089
Issuance of common stock	1,438,949		—		2,492			—			—			2,492
Repurchase of common stock	(366,160	)	—		(30,007		)	—			—			(30,007		)
Stock-based compensation expense	—		—		64,411			—			—			64,411
Other comprehensive loss, net	—		—		—			(263		)	—			(263		)
Net loss	—		—		—			—			(46,472		)	(46,472		)
Balances as of March 31, 2018	81,535,134		$	8	$	1,205,459		$	(10,571	)	$	(285,023	)	$	909,873
Issuance of common stock	1,718,125		—		23,089			—			—			23,089
Repurchase of common stock	(312,921	)	—		(30,006		)	—			—			(30,006		)
Stock-based compensation expense	—		—		58,312			—			—			58,312
Other comprehensive loss, net	—		—		—			(1,240		)	—			(1,240		)
Net loss	—		—		—			—			(12,066		)	(12,066		)
Balances as of June 30, 2018	82,940,338		$	8	$	1,256,854		$	(11,811	)	$	(297,089	)	$	947,962

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Tableau Software, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)



	Six Months Ended June 30,
	2019			2018
	(in thousands)
Operating activities
Net loss	$	(124,400	)	$	(58,538	)
Adjustments to reconcile net loss to net cash provided by operating activities
Depreciation and amortization expense	29,544			19,050
Amortization (accretion) on investments, net	(1,693		)	137
Stock-based compensation expense	134,706			114,075
Donation of Class A common stock	24,230			—
Deferred income taxes	(997		)	(3,965		)
Changes in operating assets and liabilities
Accounts receivable, net	18,263			31,490
Prepaid expenses and other assets	(39,225		)	(44,925		)
Income taxes receivable	120			(125		)
Deferred revenue	689			(3,893		)
Accounts payable and accrued liabilities	(17,123		)	8,663
Income taxes payable	(2,461		)	(2,713		)
Net cash provided by operating activities	21,653			59,256
Investing activities
Purchases of property and equipment	(25,463		)	(11,076		)
Business combinations, net of cash acquired	(4,500		)	(10,947		)
Purchases of investments	(406,160		)	(156,591		)
Maturities of investments	289,375			139,685
Sales of investments	—			99
Net cash used in investing activities	(146,748		)	(38,830		)
Financing activities
Proceeds from issuance of common stock	29,906			25,581
Repurchases of common stock	(4,326		)	(60,013		)
Net cash provided by (used in) financing activities	25,580			(34,432		)
Effect of exchange rate changes on cash and cash equivalents	31			(2,781		)
Net decrease in cash and cash equivalents	(99,484		)	(16,787		)
Cash and cash equivalents
Beginning of period	653,022			627,878
End of period	$	553,538		$	611,091

Non-cash activities
Accrued purchases of property and equipment	$	7,651		$	2,513

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

Tableau Software, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1. Description of Business

Tableau Software, Inc., a Delaware corporation, and its wholly-owned subsidiaries (the "Company," "we," "us" or "our") are headquartered in Seattle, Washington. Our software products put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems and create value. Based on innovative core technologies originally developed at Stanford University, our products dramatically reduce the complexity, inflexibility and expense associated with traditional business intelligence applications. We currently offer five key products: Tableau Desktop, a self-service, powerful analytics product for anyone with data; Tableau Server, a business intelligence platform for organizations; Tableau Online, a hosted software-as-a-service ("SaaS") version of Tableau Server; Tableau Prep, a data preparation product for combining, shaping and cleaning data; and Tableau Public, a free cloud-based platform for analyzing and sharing public data.

Proposed Transaction with Salesforce

On June 9, 2019 , the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with salesforce.com, inc. ("Salesforce") and Sausalito Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of Salesforce. Pursuant to the terms of the Merger Agreement, on July 3, 2019 Purchaser commenced an exchange offer (the "Offer") to purchase each issued and outstanding share of Class A common stock and Class B common stock of the Company (together, the "Common Stock") for 1.103 shares of Salesforce common stock (the "Offer Consideration"). Promptly following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Salesforce. The Merger Agreement contemplates that the Merger will be effected pursuant to Section 251(h) of the Delaware General Corporation Law, which permits completion of the Merger without a vote of the holders of Common Stock upon the acquisition by Purchaser of a majority of the aggregate voting power of Common Stock. At the effective time of the Merger (the "Effective Time"), each share of Common Stock, other than the shares accepted for payment in the Offer and certain shares held by the Company, Salesforce or their respective subsidiaries, will be cancelled and converted into the right to receive the Offer Consideration. Holders of Common Stock will receive cash in lieu of fractional shares . As a result of the Merger, the Company will cease to be a publicly traded company.

The Offer and the Merger are currently expected to close in the third quarter of Salesforce's 2020 fiscal year, ending October 31, 2019, subject to the satisfaction of customary closing conditions, including among others the tender by Company stockholders of shares of Common Stock representing a majority of the aggregate voting power of Common Stock.

The Merger Agreement contains certain termination rights for the Company and Salesforce and further provides that a termination fee of $552 million will be payable by the Company to Salesforce upon termination of the Merger Agreement under certain circumstances, including in the circumstance where the Company terminates to accept and enter into a definitive agreement in respect of a superior proposal .

For additional information related to the Merger Agreement, refer to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company and the Registration Statement on Form S-4 filed by Salesforce, each filed with the Securities and Exchange Commission ("SEC") on July 3, 2019, together with the exhibits and annexes thereto and as amended or supplemented from time to time.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial information has been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and applicable rules and regulations of the SEC regarding interim financial reporting. Certain information and note disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet data as of December 31, 2018 was derived from audited financial statements but does not include all disclosures required by GAAP. The condensed consolidated financial information should be read in conjunction with the consolidated financial statements and notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2018 filed with the SEC on February 22, 2019 .

Table of Contents

In the opinion of management, the unaudited condensed consolidated financial statements and accompanying notes include all normal recurring adjustments necessary for a fair presentation of the results for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for the year ending December 31, 2019 . All intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include but are not limited to: the collectability of our receivables; the evaluation of our contract assets for impairment; the useful lives of our long-lived assets; the benefit period for deferred commissions; the valuation of investments and the determination of other-than-temporary impairments; the discount rates used in measuring our operating lease liabilities; and the reported amounts of accrued liabilities. For revenue, we make estimates and assumptions related to the standalone selling prices of our products and services and the nature and timing of the delivery of performance obligations from our contracts with customers. We also use estimates in stock-based compensation, income taxes and business combinations. Actual results could differ from those estimates.

Risks and Uncertainties

Inherent in our business are various risks and uncertainties, including our limited history of operating our business at its current scale and development of advanced technologies in a rapidly changing industry. These risks include our ability to manage our growth, to attract new customers, to expand sales to existing customers and to attract, integrate and retain qualified personnel, as well as other risks and uncertainties. In the event that we do not successfully implement our business plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in our capital stock may not be recoverable. Our success depends upon the acceptance of our technology, development of sales and distribution channels and our ability to generate significant revenues from the sale of our technology.

Segments

We follow the authoritative literature that establishes annual and interim reporting standards for operating segments and related disclosures about products and services, geographic regions and major customers.

We operate our business as one operating segment. Our chief operating decision makers are our Chief Executive Officer and Chief Financial Officer, who review financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents, investments, accounts receivable and contract assets.

Our cash and cash equivalents and investments are held and managed by recognized financial institutions that follow our investment policy. Our investment portfolio consists of investment-grade securities diversified among security types, industries and issuers. Our policy limits the amount of credit exposure to any one security issue or issuer.

We extend credit to customers based upon an evaluation of the customer's financial condition. As of June 30, 2019 and December 31, 2018 , no individual customer accounted for 10% or more of total accounts receivable or 10% or more of our total contract assets. For the three and six months ended 2019 and 2018 , no individual customer accounted for 10% or more of our total revenues.

Leases - Accounting Standards Codification 842

Leases arise from contracts which convey the right to control the use of identified property or equipment for a period of time in exchange for consideration. Our leasing arrangements are primarily for office space we use to conduct our operations. We determine whether contracts include a lease at the inception date, which is generally upon contract signing, considering factors such as whether the contract includes an asset which is physically distinct, which party obtains substantially all of the capacity and economic benefit of the asset, and which party directs how, and for what purpose, the asset is used during the contract period. Our leases commence when the lessor makes the asset available for our use. At commencement we record a lease liability at the present value of future lease payments, net of any future lease incentives to be received. Many of our lease agreements include cancellable future periods subject to termination or extension options. We do not include cancellable lease periods

Table of Contents

in our future lease payments unless we are reasonably certain to continue to utilize the asset for those periods. We calculate the present value of future lease payments at commencement using a discount rate which we estimate as the collateralized borrowing rate we would incur on our future lease payments over a similar term. At commencement we also record a corresponding right-of-use asset, which is calculated based on the amount of the lease liability, adjusted for any advance lease payments paid, initial direct costs incurred or lease incentives received prior to commencement. Right-of-use assets are subject to evaluation for impairment or disposal on a basis consistent with other long-lived assets.

Leases are classified at commencement as either operating or finance leases. As of June 30, 2019 , all of our leases are classified as operating leases. Rent expense for operating leases is recognized on the straight-line method over the term of the agreement beginning on the lease commencement date.

In accounting for leases, we utilize certain practical expedients and policy elections available under the lease accounting standard. For example, we do not record right-of-use assets or lease liabilities for leases with terms of 12 months or less. For contracts containing real estate leases, we combine lease and non-lease components. The primary impact of this policy election is that we include in our calculation of lease liabilities any fixed and noncancelable future payments due under the contract for items such as parking, common area maintenance, utilities and other costs. Lease-related costs which are variable rather than fixed are expensed in the period incurred.

Assumptions, judgments and estimates impacting the carrying value of our right-of-use assets and liabilities include evaluating whether an arrangement contains a lease, determining whether the lease term should include any cancellable future periods, estimating the discount rate used to calculate our lease liabilities, estimating the fair value and useful life of the leased asset for the purpose of classifying the lease as an operating or finance lease, evaluating whether a lease contract amendment represents a new lease agreement or a modification to the existing lease and evaluating our right-of-use assets for impairment.

We also account for all subleases from the perspective of a lessor. We evaluate the duration of subleases based on the reasonable certainty of any sublessor termination and extension options, as well as the lease term for the underlying asset. As of June 30, 2019 , all of our subleases are classified as operating leases. For subleases classified as operating leases, we record sublease income as a reduction of operating expense on the straight-line method over the lease term.

Our accounting policy under the previous lease standard, Accounting Standards Codification ("ASC") 840, is included in our Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 22, 2019.

Recently Adopted Accounting Pronouncements

We adopted the new lease accounting standard, ASC 842, on January 1, 2019 using the modified retrospective transition method, and recorded a balance sheet adjustment on the date of adoption. The new lease standard requires lessees to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases, and also requires additional quantitative and qualitative disclosures to enable users of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. In adopting ASC 842, we utilized certain practical expedients available under the standard. These practical expedients include waiving reassessment of conclusions reached under the previous lease standard as to whether contracts contain leases, how to classify leases identified and how to account for initial direct costs incurred. We also utilized the practical expedient to use hindsight as of the date of adoption to determine the terms of our leases and to evaluate our right-of-use assets for impairment.

We recorded the following adjustments to our consolidated balance sheet on the date of adoption:

Table of Contents



	December 31, 2018		January 1, 2019
	As Reported		Adjustment Recorded			Adjusted Balance
	(in thousands)
Prepaid expenses and other current assets	$	155,012	$	(378	)	$	154,634
Operating lease right-of-use assets	—		210,914			210,914
Other long-term assets	50,927		(28		)	50,899
Other accrued liabilities	55,896		14,500			70,396
Operating lease liabilities	—		242,916			242,916
Other long-term liabilities	56,257		(46,908		)	9,349

See Note 5 of the accompanying notes to the condensed consolidated financial statements for additional information regarding our operating leases.

Recent Accounting Pronouncements Not Yet Adopted

In June 2016, the FASB issued Accounting Standards Update ("ASU") 2016-13, related to credit losses. The new guidance replaces the existing incurred loss impairment model with an expected credit loss model and requires a financial asset measured at amortized cost to be presented at the net amount expected to be collected. ASU 2016-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. We will adopt this standard in the first quarter of 2020. We are currently evaluating the impact that this standard will have on our consolidated financial statements.

Table of Contents

Note 3. Short-Term and Long-Term Investments

The following tables present our short-term and long-term investments in available-for-sale securities based on remaining contractual years to maturity:



	June 30, 2019
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)
Short-term investments
Commercial paper	$	33,234	$	—	$	—		$	33,234
U.S. treasury securities	328,308		376		(29		)	328,655
U.S. agency securities	22,720		9		(3		)	22,726
Corporate bonds	106,298		136		(10		)	106,424
Total short-term investments	490,560		521		(42		)	491,039
Long-term investments
Corporate bonds	24,424		124		—			24,548
Total long-term investments	24,424		124		—			24,548
Total short-term and long-term investments	$	514,984	$	645	$	(42	)	$	515,587



	December 31, 2018
	Amortized Cost		Unrealized Gains		Unrealized Losses			Fair Value
	(in thousands)
Short-term investments
Commercial paper	$	7,949	$	—	$	—		$	7,949
U.S. treasury securities	206,486		24		(457		)	206,053
U.S. agency securities	18,576		—		(61		)	18,515
Corporate bonds	137,119		—		(281		)	136,838
Total short-term investments	370,130		24		(799		)	369,355
Long-term investments
U.S. treasury securities	13,352		5		(50		)	13,307
Corporate bonds	13,025		2		(56		)	12,971
Total long-term investments	26,377		7		(106		)	26,278
Total short-term and long-term investments	$	396,507	$	31	$	(905	)	$	395,633

Table of Contents

The following tables present the fair values and the gross unrealized losses related to our investments in available-for-sale securities that were in an unrealized loss position as of June 30, 2019 and December 31, 2018 , summarized by the length of time that the investments have been in a continuous unrealized loss position:



	June 30, 2019
	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(in thousands)
Short-term investments
U.S. treasury securities	$	—	$	—		$	39,900	$	(29	)	$	39,900	$	(29	)
U.S. agency securities	—		—			3,572		(3		)	3,572		(3		)
Corporate bonds	4,995		(2		)	9,263		(8		)	14,258		(10		)
Total short-term investments	4,995		(2		)	52,735		(40		)	57,730		(42		)

As of June 30, 2019 , no investments classified as long-term investments were in an unrealized loss position.



	December 31, 2018
	Less Than 12 Months					12 Months or Greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
	(in thousands)
Short-term investments
U.S. treasury securities	$	89,320	$	(143	)	$	79,472	$	(314	)	$	168,792	$	(457	)
U.S. agency securities	—		—			18,515		(61		)	18,515		(61		)
Corporate bonds	91,455		(131		)	45,383		(150		)	136,838		(281		)
Total short-term investments	180,775		(274		)	143,370		(525		)	324,145		(799		)
Long-term investments
U.S. treasury securities	9,855		(50		)	—		—			9,855		(50		)
Corporate bonds	11,389		(56		)	—		—			11,389		(56		)
Total long-term investments	21,244		(106		)	—		—			21,244		(106		)
Total short-term and long-term investments	$	202,019	$	(380	)	$	143,370	$	(525	)	$	345,389	$	(905	)

The unrealized losses on investments as of June 30, 2019 were primarily caused by increases in interest rates from the date such investments were purchased. None of the unrealized losses represent other-than-temporary impairments based on our evaluation of available evidence as of June 30, 2019 .

Note 4. Fair Value Measurements

We categorize assets and liabilities recorded at fair value based upon the level of judgment associated with inputs used to measure their fair value. The levels of the fair value hierarchy are as follows:


•	Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.


•	Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

Table of Contents


•	Level 3—Inputs are unobservable inputs based on our own assumptions and valuation techniques used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.

Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

We value our investments using quoted prices for identical instruments in active markets when available. If we are unable to obtain quoted prices for identical instruments in active markets, we value our investments using quoted market prices for comparable instruments. To date, all of our investments can be valued using one of these two methodologies.

The following tables present the fair value of our financial assets using the fair value hierarchy:



	June 30, 2019
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents
Money market funds	$	458,260	$	—	$	—	$	458,260
Commercial paper	—		11,986		—		11,986
U.S. treasury securities	—		8,041		—		8,041
U.S. agency securities	—		2,497		—		2,497
Short-term investments
Commercial paper	—		33,234		—		33,234
U.S. treasury securities	—		328,655		—		328,655
U.S. agency securities	—		22,726		—		22,726
Corporate bonds	—		106,424		—		106,424
Long-term investments
Corporate bonds	—		24,548		—		24,548
Total	$	458,260	$	538,111	$	—	$	996,371



	December 31, 2018
	Level 1		Level 2		Level 3		Total
	(in thousands)
Cash equivalents
Money market funds	$	610,732	$	—	$	—	$	610,732
Corporate bonds	—		3,009		—		3,009
Short-term investments
Commercial paper	—		7,949		—		7,949
U.S. treasury securities	—		206,053		—		206,053
U.S. agency securities	—		18,515		—		18,515
Corporate bonds	—		136,838		—		136,838
Long-term investments
U.S. treasury securities	—		13,307		—		13,307
Corporate bonds	—		12,971		—		12,971
Total	$	610,732	$	398,642	$	—	$	1,009,374

We did not have any investments in prime money market funds as of June 30, 2019 or December 31, 2018 . We did not have any material financial assets or liabilities measured using Level 3 inputs as of June 30, 2019 or December 31, 2018 .

Table of Contents

Note 5. Leases

Our leasing arrangements are primarily for office space we use to conduct our operations. We have subleased some office space for all or part of the associated head lease. The following table presents our future lease payments for long-term operating leases, net of expected sublease income, as of June 30, 2019 :



Period	Operating Lease Commitments			Expected Sublease Receipts			Net Future Operating Lease Commitments
	(in thousands)
Remainder of 2019	$	7,658		$	(4,980	)	$	2,678
2020	44,059			(7,806		)	36,253
2021	48,683			(1,208		)	47,475
2022	48,016			(625		)	47,391
2023	48,975			(128		)	48,847
Thereafter	156,062			—			156,062
Total	$	353,453		$	(14,747	)	$	338,706
Less: Imputed interest	(79,778		)
Total operating lease liabilities	$	273,675

Cash paid for operating lease liabilities for the six months ended June 30, 2019 was $22.8 million . We recorded $25.2 million in non-cash increases to our operating lease right-of-use assets and operating lease liabilities as a result of leases that commenced or were modified during the six months ended June 30, 2019 .

As of June 30, 2019 , we had signed leases for additional office space that had not yet commenced. Future noncancellable lease payments associated with these agreements total $12.9 million , payable over lease terms ranging from 13 months to seven years .

The following table presents supplemental balance sheet information related to leases as of June 30, 2019 :



	June 30, 2019
	(dollars in thousands)
Other accrued liabilities	$	15,693
Operating lease liabilities	257,982
Total operating lease liabilities	$	273,675

Weighted average remaining lease term (in years)	7.8
Weighted average discount rate	6.1		%

The components of our lease expense for the six months ended June 30, 2019 were as follows:



	Six Months Ended June 30, 2019
	(in thousands)
Operating lease costs	$	23,166
Variable lease costs	7,333
Short-term lease costs	3,538
Sublease income	(4,710		)
Total lease cost, net	$	29,327

Under ASC 840, the previous lease standard, total rent expense under operating leases, net of sublease income, was approximately $17.1 million for the six months ended June 30, 2018 .

Table of Contents

Note 6. Stockholders' Equity

Common Stock

Our certificate of incorporation, as amended and restated, authorizes us to issue 75,000,000 shares of Class B common stock, at $0.0001 par value per share, and 750,000,000 shares of Class A common stock, at $0.0001 par value per share. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each holder of Class B common stock is entitled to ten votes per share and each holder of Class A common stock is entitled to one vote per share. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder and are automatically converted upon sale or transfer to Class A common stock, subject to certain limited exceptions. At its discretion, the board of directors may declare dividends on shares of common stock, subject to the rights of our preferred stockholders, if any. Upon liquidation or dissolution, holders of common stock will receive distributions only after preferred stock preferences have been satisfied.

Preferred Stock

Our certificate of incorporation, as amended and restated, authorizes us to issue 10,000,000 shares of preferred stock at $0.0001 par value per share. Our board of directors has the authority to provide for the issuance of all the shares in one or more series. At its discretion, our board of directors may designate the voting rights and preferences of the preferred stock. As of June 30, 2019 and December 31, 2018 , no shares of preferred stock were outstanding.

Donation to Tableau Foundation

On January 3, 2019, we donated 209,384 shares of our Class A common stock to Tableau Foundation, a donor-advised charitable fund. We recorded a charge of $24.2 million to general and administrative expense based on the closing price of our Class A common stock as reported on the New York Stock Exchange on the date of donation.

Stock Repurchase Program

On November 1, 2016, we announced that our board of directors approved a stock repurchase program, under which we were authorized to repurchase up to $200 million of our outstanding Class A common stock. On April 26, 2018, our board of directors authorized us to repurchase up to an additional $300 million of our outstanding Class A common stock under our previously announced stock repurchase program. The repurchase program has no expiration date and may be modified, suspended or discontinued at any time. Repurchases under the program may be made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended.

During the six months ended June 30, 2019 , we repurchased 34,986 shares of our outstanding Class A common stock at an average price of $123.64 per share for $4.3 million . During the six months ended June 30, 2018 , we repurchased 679,081 shares of our outstanding Class A common stock at an average price of $88.37 per share for $60.0 million . All repurchases were made in open market transactions using cash on hand, and all of the shares repurchased were retired. As of June 30, 2019 , we were authorized to repurchase a remaining $275.7 million of our Class A common stock under our repurchase program.

Note 7. Business Combination

Empirical Systems, Inc.

On June 7, 2018, we acquired all issued and outstanding stock of Empirical Systems, Inc., a privately-held Delaware corporation, for $11.0 million in cash. Empirical Systems, Inc. was a startup specializing in automated statistical analysis. As a result of this acquisition, we acquired all of the assets and assumed all of the liabilities of Empirical Systems, Inc., and we accounted for this transaction as a business combination. Pro forma results of operations for this acquisition have not been presented as the effects were not material to our financial results.

Table of Contents

The following table summarizes the purchase price allocation based on the estimated fair value of the net assets acquired:



	June 7, 2018
	(in thousands)
Cash	$	53
Technology asset	3,500
Goodwill	7,447
Net assets acquired	$	11,000

The technology asset acquired in this business combination is being amortized on the straight-line method over a period of five years . Goodwill generated from this business combination was primarily attributable to expected synergies between the technology asset acquired and our key products. None of the goodwill recognized with this transaction was deductible for U.S. income tax purposes.

Certain employees hired in conjunction with the acquisition of Empirical Systems, Inc. received RSUs that are subject to service conditions as well as the completion of certain technology milestones. We account for these awards as a post-business combination expense.

Note 8. Revenue

Timing may differ between the satisfaction of performance obligations and the invoicing and collection of amounts related to our contracts with customers. We record assets for amounts related to performance obligations that are satisfied but not yet billed and/or collected. These assets are recorded as contract assets rather than receivables when receipt of the consideration is conditional on something other than the passage of time. Liabilities are recorded for amounts that are collected in advance of the satisfaction of performance obligations. These liabilities are classified as current and non-current deferred revenue.

Contract Assets and Contract Liabilities

The following table presents the activity impacting our contract assets during the six months ended June 30, 2019 :



	Contract Assets
	(in thousands)
Balance at December 31, 2018	$	105,593
Contract assets transferred to receivables	(41,640		)
Additions to contract assets	66,798
Balance at June 30, 2019	$	130,751

Contract assets are included in prepaid expenses and other current assets. There were no material impairments of contract assets during the six months ended June 30, 2019 .

The following table presents the activity impacting our deferred revenue balances during the six months ended June 30, 2019 :



	Deferred Revenue
	(in thousands)
Balance at December 31, 2018	$	394,198
Deferred revenue recognized	(251,413		)
Additional amounts deferred	251,738
Balance at June 30, 2019	$	394,523

Assets Recognized from the Costs to Obtain our Contracts with Customers

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year . We amortize these deferred costs proportionate with related revenues over the benefit period, currently estimated to be four years .

Table of Contents

The following table presents the activity impacting our deferred contract costs during the six months ended June 30, 2019 :



	Deferred Contract Costs
	(in thousands)
Balance at December 31, 2018	$	51,401
Additional contract costs deferred	19,414
Amortization of deferred contract costs	(9,512		)
Balance at June 30, 2019	$	61,303

As of June 30, 2019 , $21.4 million of our deferred contract costs are expected to be amortized within the next 12 months and therefore are included in prepaid expenses and other current assets. The remaining amount of our deferred contract costs are included in other long-term assets. There were no material impairments of assets related to deferred contract costs during the six months ended June 30, 2019 . There were no assets recognized related to our costs to fulfill contracts during the six months ended June 30, 2019 as these costs were not material.

Remaining Performance Obligations

Our contracts with customers include amounts allocated to performance obligations that will be satisfied at a later date. As of June 30, 2019 , amounts allocated to these additional contractual obligations are $276.6 million , of which we expect to recognize $234.1 million as revenue over the next 24 months with the remaining amount thereafter. These amounts represent additional performance obligations that are not yet recorded in our consolidated balance sheet.

Note 9. Stock-Based Compensation

Our 2004 Equity Incentive Plan (the "2004 Plan") authorized the granting of options to purchase shares of our Class B common stock, RSUs and other stock-based awards to our employees, consultants, officers and directors. Our 2013 Equity Incentive Plan, as amended, (the "2013 Plan" and, together with the 2004 Plan, the "Plans"), which is the successor to our 2004 Plan, authorizes the granting of options to purchase shares of our Class A common stock, RSUs and other stock-based awards to our employees, consultants, officers and directors. Options granted under the Plans may be incentive or nonstatutory stock options. Incentive stock options may only be granted to employees. The term of each option is stated in the award agreement but shall be no more than ten years from the date of grant. The board of directors determines the period over which options and RSUs become vested. Currently, the vesting period for our options and RSUs is typically four years .

Our 2013 Employee Stock Purchase Plan ("2013 ESPP") allows eligible employees to purchase shares of our Class A common stock, at a discount, through payroll deductions of up to 15% of their eligible compensation, subject to plan limitations. The 2013 ESPP currently includes purchase periods approximately six months in duration starting on the first trading date on or after June 1 ^st and December 1 ^st of each year. Participants are able to purchase shares of our common stock at 85% of the lower of its fair market value on (i) the first day of the purchase period or on (ii) the purchase date, which is the last day of the purchase period.

Table of Contents

A summary of the option activity during the six months ended June 30, 2019 follows:



	Options Outstanding
	Shares		Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(in years)	(in thousands)
Balances at December 31, 2018	1,919,383		$	10.44
Options exercised	(1,004,153	)	7.69
Balances at June 30, 2019	915,230		$	13.47	3.17	$	139,621
Vested and expected to vest at June 30, 2019	915,230		$	13.47	3.17	$	139,621
Exercisable at June 30, 2019	891,792		$	12.38	3.07	$	137,016

The intrinsic value is the difference between the fair value of our Class A common stock as of June 30, 2019 and the exercise price of each of the respective stock options.

A summary of the RSU activity, including RSU awards subject to technology milestones, during the six months ended June 30, 2019 follows:



	Number of Shares Underlying Outstanding RSUs		Weighted Average Grant-Date Fair Value per RSU
Non-Vested outstanding at December 31, 2018	7,194,454		$	77.66
RSUs granted	2,160,857		127.34
RSUs vested	(1,605,125	)	73.84
RSUs forfeited	(433,155	)	80.42
Non-Vested outstanding at June 30, 2019	7,317,031		$	93.01

Additionally during the six months ended June 30, 2019 , we granted RSU awards subject to performance conditions other than technology milestones, under which certain executives and key employees may earn up to 70,879 RSUs. Vesting of these awards is dependent upon achievement of specified revenue goals.

An RSU award entitles the holder to receive shares of our Class A common stock as the award vests, which is generally based on length of service. Our non-vested RSUs do not have nonforfeitable rights to dividends or dividend equivalents.

Stock-based compensation expense is recognized using the straight-line method over the requisite service period. We account for forfeitures as they occur. For RSU awards subject to technology milestones or other performance conditions, we recognize compensation cost over the estimated requisite service period if we believe it is probable that the associated technology milestones or other performance conditions will be met. If our assessment of the probability of the technology milestones or other performance conditions being met changes, we recognize the impact of the change in estimate in the period of the change.

As of June 30, 2019 , total unrecognized compensation expense related to stock options and non-vested RSUs, including RSU awards subject to technology milestones or other performance conditions, was $625.0 million , which is expected to be recognized over a weighted average period of 3.0 years .

Table of Contents

The summary of shares available for issuance of equity-based awards (including stock options, RSUs, including RSU awards subject to technology milestones or other performance conditions, and shares issuable under our 2013 ESPP) during the six months ended June 30, 2019 follows:



	Shares Available for Grant
	2013 Plan		2013 ESPP
Balances at December 31, 2018	7,687,965		3,979,544
Authorized	4,217,847		843,569
Granted	(2,231,736	)	(232,090	)
Forfeited	433,155		—
Balances at June 30, 2019	10,107,231		4,591,023

Note 10 . Income Taxes

The income tax provision for interim periods is generally determined using an estimate of our annual effective tax rate, excluding jurisdictions for which no benefit can be recognized due to valuation allowance, and adjusted for discrete items, if any, in the relevant period. However, given current and expected operating activities during the year, estimating a reliable annual effective tax rate has become increasingly difficult. Even small changes in forecasted results can produce significant changes to our annual effective tax rate. Therefore, we have determined that the actual year to date effective tax rate is the best estimate for the reporting period ended June 30, 2019 . We will continue to utilize this methodology until reliable estimates of the annual effective tax rate can be made.

Our effective tax rate is impacted by, and differs from the federal statutory rate primarily due to, the full valuation allowance on our U.S. federal and state deferred tax assets, the effect of income or losses incurred in foreign jurisdictions where the statutory tax rate differs from the federal statutory rate and non-deductible stock-based compensation.

We recognized income tax expense of $3.2 million and $4.1 million for the three and six months ended June 30, 2019 , respectively, compared to an income tax benefit of $2.0 million and $4.5 million for the three and six months ended June 30, 2018 , respectively. Our effective tax rate was (9.8)% and (3.4)% for the three and six months ended June 30, 2019 , respectively, compared to 14.4% and 7.1% for the three and six months ended June 30, 2018 , respectively. The year-over-year change in the effective tax rates for the three and six month periods is primarily attributable to increased losses incurred in foreign jurisdictions where related tax benefits are not available.

We periodically evaluate the realizability of our net deferred tax assets based on all available evidence, both positive and negative such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. Generally, more weight is given to objectively verifiable evidence, such as the cumulative loss in recent years. As of June 30, 2019 , we maintain a full valuation allowance on our U.S. federal and state deferred tax assets.

Note 11. Commitments and Contingencies

Contractual Commitments

Our non-lease contractual commitments are associated with agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions and the approximate timing of the transaction. Obligations under contracts that we can cancel without a significant penalty are not included. There have been no material changes to our non-lease contractual commitments compared to those discussed in Note 11 of our Annual Report on Form 10-K for the year ended December 31, 2018 .

Legal Proceedings

Table of Contents

of its executive officers violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, in connection with statements regarding the Company's business and operations by allegedly failing to disclose that product launches and software upgrades by competitors were negatively impacting the Company's competitive position and profitability. The amended complaint sought unspecified damages, interest, attorneys' fees and other costs. Defendants filed a motion to dismiss the amended complaint on January 12, 2018. On February 2, 2018, lead plaintiff filed a second amended complaint (the "SAC"), which contains substantially similar allegations as the amended complaint, and adds as defendants two of the Company's current and former executive officers and directors. Defendants filed a motion to dismiss the SAC on March 13, 2018. On February 8, 2019, the court denied Defendants' motion to dismiss the SAC. Defendants filed an answer to the SAC on March 1, 2019, and subsequently amended their answer on April 18, 2019. The court entered a scheduling order on May 29, 2019, but did not set a trial date.

On July 10 and 11, 2019, respectively, three civil actions were filed against Tableau and each of the current members of Tableau's board of directors asserting claims under Sections 14(e), 14(d), and 20(a) of the Securities Exchange Act of 1934 challenging the adequacy of certain public disclosures made by Tableau concerning the Company's proposed transaction with Salesforce.com. Specifically, on July 10, 2019, Shiva Stein, a purported stockholder of Tableau, commenced an action in the United States District Court for the District of Delaware (the "Stein Action"). That same day, Marcy Curtis, a purported stockholder of Tableau, commenced a putative class action in the United States District Court for the District of Delaware (the "Curtis Action"). And, on July 11, 2019, Cathy O'Brien, a purported stockholder of Tableau, commenced an action in the United States District Court for the Southern District of New York (the "O'Brien Action"). The plaintiffs seek, among other things, an injunction preventing consummation of the proposed transaction with Salesforce, rescission of the proposed transaction or rescissory damages in the event it is consummated, an accounting by the defendants for all damages caused to the plaintiffs, and the award of attorneys' fees and expenses. Defendants have not answered the complaints in the Stein, Curtis, or O'Brien Actions.

Derivative Litigation. On August 7, 2018, a shareholder derivative action was filed in the United States District Court for the District of Delaware, allegedly on behalf of and for the benefit of the Company, against certain of our current and former directors and officers. The Company was named as a nominal defendant. The derivative action arises out of many of the factual allegations at issue in the above-referenced securities litigation, and generally alleges that the individual defendants breached fiduciary duties owed to the Company. The complaint seeks unspecified damages and equitable relief, attorneys' fees, costs and expenses. The case is currently stayed.

We believe the lawsuits are without merit and intend to vigorously defend. We are not in a position to assess whether any loss or adverse effect on our financial condition is probable or remote or to estimate the range of potential loss, if any.

In the ordinary course of business, we are also involved in various legal proceedings and claims related to intellectual property rights, commercial disputes, employment and wage and hour laws, alleged securities laws violations or other investor claims and other matters. We evaluate these claims and lawsuits with respect to their potential merits, our potential defenses and counter claims, and the expected effect on us of defending the claims and potential adverse result. We make a provision for a liability relating to a claim when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When we make such provisions, they are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. We recognize legal expenses as incurred.

Management does not expect these proceedings or lawsuits to have a material impact on the liquidity, results of operations, or financial condition of the Company; however, litigation is inherently uncertain and the actual losses incurred in the event that our legal proceedings were to result in unfavorable outcomes could have a material adverse effect on our business and financial performance.

Table of Contents

Note 12. Segments and Information about Revenues by Geographic Area

The following table presents our revenues by geographic region of end users who purchased products or services for the periods presented below:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in thousands)
United States and Canada	$	224,772	$	196,992	$	421,674	$	364,791
International	97,332		85,297		182,890		163,705
Total revenues	$	322,104	$	282,289	$	604,564	$	528,496

For the three and six months ended June 30, 2019 and 2018 , no individual country other than the United States represented 10% or more of our total revenues.

Note 13. Net Loss per Share

The following table presents the computation of basic and diluted net loss per share for the three and six months ended June 30, 2019 and 2018 :



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(in thousands, except per share amounts)
Net loss per share - basic and diluted
Net loss	$	(35,518	)	$	(12,066	)	$	(124,400	)	$	(58,538	)
Weighted average shares outstanding used to compute basic and diluted net loss per share	86,711			82,247			86,076			81,647
Net loss per share - basic and diluted	$	(0.41	)	$	(0.15	)	$	(1.45	)	$	(0.72	)

The following table presents shares which were excluded from the computation of diluted net loss per share for the periods presented as their effect would have been antidilutive:



	Three Months Ended June 30,		Six Months Ended June 30,
	2019	2018	2019	2018
	(in thousands)
Shares subject to outstanding common stock awards	8,425	10,078	8,425	10,078

Table of Contents

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this report and in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 22, 2019 .

Special Note Regarding Forward-Looking Statements

This report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are often identified by the use of words such as, but not limited to, "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "intend," "may," "plan," "project," "seek," "should," "strategy," "target," "will," "would" and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled "Risk Factors" included under Part II, Item 1A of this report. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. The forward-looking statements in this report, other than the statements regarding the proposed merger with Salesforce, do not assume the consummation of the proposed merger unless specifically stated otherwise.

Tableau and Tableau Software are trademarks of Tableau Software, Inc. All other company and product names may be trademarks of the respective companies with which they are associated.

Overview

Our mission is to help people see and understand data. Our software products put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems and create value. Based on innovative core technologies originally developed at Stanford University, our products dramatically reduce the complexity, inflexibility and expense associated with traditional business intelligence applications. We currently offer five key products: Tableau Desktop, a self-service, powerful analytics product for anyone with data; Tableau Server, a business intelligence platform for organizations; Tableau Online, a hosted software-as-a-service ("SaaS") version of Tableau Server; Tableau Prep, a data preparation product for combining, shaping and cleaning data; and Tableau Public, a free cloud-based platform for analyzing and sharing public data.

We were founded in January 2003, and we introduced Tableau Desktop in December 2003, our first version of Tableau Server in March 2007, our first version of Tableau Public in February 2010, our first version of Tableau Online in July 2013 and our first version of Tableau Prep in April 2018. Building on our foundational technology innovations, we continue to expand and improve our platform. For example, in May 2019, we released Tableau 2019.2, which introduced parameter actions, vector maps and a new Tableau Server browsing experience. In addition, in February 2019, we released Tableau Prep Conductor, which enables organizations to schedule and manage self-service data preparation at scale. Tableau Prep Conductor is part of a new offering called the Tableau Data Management Add-On.

Our products are used by people of diverse skill levels across all kinds of organizations, including Fortune 500 corporations, small and medium-sized businesses, government agencies, universities, research institutions and non-profits.

Our distribution strategy is designed to capitalize on the ease of use, low up-front cost, flexible deployment and collaborative capabilities of our software. To facilitate rapid adoption of our products, we provide fully-functional free trial versions of our products on our website and offer a flexible pricing model. After an initial trial or purchase, an organization has the flexibility to expand adoption of our products at any scale.

We generate revenues primarily in the form of software license fees and related maintenance and services fees. Software license revenues include fees from the sales of term, subscription and perpetual licenses to new and existing customers. Revenues from term and subscription licenses have been increasing in recent periods as we

Table of Contents

have been transitioning to a more subscription-based business model. Revenues from term and subscription licenses include license revenues from Tableau Online, term license agreements and original equipment manufacturer ("OEM") arrangements. We expect revenues from term and subscription licenses will continue to become a larger percentage of our total license revenues.

Maintenance and services revenues primarily consist of revenues recognized from the sale of maintenance agreements (including support and unspecified upgrades and enhancements if and when they are available) and, to a lesser extent, for training and professional services that help our customers maximize the benefits from using our products. A substantial majority of our maintenance and services revenues to date have been attributable to revenues from maintenance agreements that are recognized ratably over the maintenance period. Our contracts with customers for on-premises software licenses include maintenance services, with the opportunity to renew maintenance service thereafter. Some customers provide purchase commitments upfront for multiple years of term or subscription software licenses and maintenance services. We expect that maintenance and services revenues will continue to increase due to growth in the adoption of our products from new and existing customers. We also expect that this growth, combined with the continued shift to a more subscription-based business model, will continue to result in a larger proportion of our total revenues that will be recognized from recurring sources.

Our direct sales approach includes inside sales teams and field sales teams. We also sell our products through indirect sales channels including technology vendors, resellers, OEMs, independent software vendors ("ISV") and distributors. We view these partners as an extension of our team, playing an integral role in our growth. We plan to continue to invest in our partner programs to help us enter into new markets and grow in new and existing markets while complementing our direct sales efforts.

With approximately 30% of our total revenues generated from customers located outside the United States and Canada for both the three and six months ended June 30, 2019 , we believe there is significant opportunity to expand our international business. Our products currently support nine languages, and we are expanding our direct sales force and indirect sales channels outside the United States.

Our quarterly results reflect seasonality in the sale of our products and services. Historically, we believe a pattern of increased software license sales in the fourth quarter, as a result of industry buying patterns, has positively impacted total revenues in that period, which has resulted in low or negative sequential revenue growth in the first quarter of each fiscal year compared to the prior quarter.

We had 29 customer accounts that purchased greater than $1.0 million during the three months ended June 30, 2019 , compared to 22 during the three months ended June 30, 2018 . We anticipate that the quantity of customer accounts that purchase more than $1.0 million during the quarter will continue to fluctuate on a quarter by quarter basis. We define a customer account as a single purchaser of our products. Customer accounts are typically organizations. In some cases, organizations will have multiple groups purchasing our software, which we count as discrete customer accounts.

We use Subscription Annual Recurring Revenue (“Subscription ARR”) and Total Annual Recurring Revenue (“Total ARR”) to assess the results of our transition to a more subscription-based business model. Subscription ARR represents the annualized recurring value of all active subscription contracts at the end of a reporting period. Subscription ARR includes term license agreements and renewals and Tableau Online subscriptions and renewals. As of June 30, 2019 , Subscription ARR was $590.4 million , up from $291.3 million as of June 30, 2018 . Total ARR represents the annualized recurring value of all active contracts at the end of a reporting period. Total ARR includes Subscription ARR and the annualized value of all maintenance contracts related to perpetual licenses active at the end of a reporting period. As of June 30, 2019 , Total ARR was $973.3 million , up from $697.7 million as of June 30, 2018 .

We measure renewal rates for our customers over a 12-month period of time, based on a dollar renewal rate for contracts expiring during that time period. Our renewal rate is measured three months after the 12-month period ends to account for late renewals. Our renewal rate for the 12-month period ended March 31, 2019 was over 90%. We measure our Net Dollar Retention Rate by comparing Total ARR for our customer accounts as of 12 months prior to the end of the period to Total ARR for those same customer accounts as of the end of the period. As of June 30, 2019 , our Net Dollar Retention Rate was over 125%.

On June 9, 2019 , we entered into an Agreement and Plan of Merger (the "Merger Agreement") with salesforce.com, inc. ("Salesforce") and Sausalito Acquisition Corp. ("Purchaser"), a wholly-owned subsidiary of Salesforce. Pursuant to the terms of the Merger Agreement, on July 3, 2019 Purchaser commenced an exchange offer (the "Offer") to purchase each issued and outstanding share of our Class A common stock and Class B common stock (together, the "Common Stock") for 1.103 shares of Salesforce common stock (the "Offer Consideration"), representing an estimated enterprise value of $15.7 billion (net of cash), based on the trailing 3-

Table of Contents

day volume weighted average price of Salesforce's shares as of June 7, 2019. Promptly following the completion of the Offer, upon the terms and subject to the conditions of the Merger Agreement, Purchaser will merge with and into Tableau (the "Merger"), with Tableau continuing as the surviving corporation and as a wholly-owned subsidiary of Salesforce. As a result of the Merger, Tableau will cease to be a publicly traded company.

The Offer and the Merger are currently expected to close in the third quarter of Salesforce’s 2020 fiscal year, ending October 31, 2019, subject to the satisfaction of customary closing conditions, including among others the tender by our stockholders of shares of Common Stock representing a majority of the aggregate voting power of Common Stock.

The Merger Agreement contains certain termination rights for us and Salesforce and further provides that a termination fee of $552 million will be payable by us to Salesforce upon termination of the Merger Agreement under certain circumstances, including in the circumstance where we terminate to accept and enter into a definitive agreement in respect of a superior proposal.

As part of Salesforce, we expect our company will be positioned to scale and further our mission to help people see and understand data. Following the closing of the acquisition, Tableau will operate independently under the Tableau brand, driving forward a continued focus on our mission, customers and community. We will remain headquartered in Seattle, Washington and will continue to be led by our chief executive officer, Adam Selipsky, and our current leadership team. See the section titled "Risk Factors-Risks Related to Our Potential Merger with Salesforce" included under Part II, Item 1A of this report for more information regarding the risks associated with the Merger.

Factors Affecting Our Performance

We believe that our performance and future success are dependent upon a number of factors, including our ability to continue to expand and further penetrate our customer base; our ability to innovate and enhance our products; our ability to invest in our infrastructure; shifts in the mix and timing of our sales; and the proposed acquisition by Salesforce. While each of these areas presents significant opportunities for us, they also pose significant risks and challenges that we must successfully address. See the section of this report titled "Item 1A. Risk Factors."

Investment in Expansion and Further Penetration of Our Customer Base

Our performance depends on our ability to continue to attract new customers and to increase adoption of our products within our existing customer base, both domestically and internationally. Our ability to increase adoption among existing customers is important to our business model. We operate in a rapidly growing analytics and business intelligence software market. We believe that we are well-positioned in the market to expand our customer base and to increase adoption of our products within and across our existing customers, including further adoption of our term and subscription software licenses. Our term and subscription license offerings, including our role-based subscription offerings, reduce initial investment costs, which allows customers to more easily deploy Tableau at scale. We expect revenues from term and subscription licenses will continue to become a larger percentage of our total license revenues.

In order to expand and further penetrate our customer base, we have made and plan to continue to make investments to grow our direct sales teams and indirect sales channels and to increase our brand awareness. We plan to continue to increase the size of our sales and marketing team domestically and internationally. We also intend to continue to expand our marketing efforts to increase our brand awareness.

Investment in Innovation and Advancement of Our Products

Our performance is also dependent on the investments we make in our research and development ("R&D") efforts and in our ability to continue to innovate, improve our platform, adapt to new technologies or changes to existing technologies and allow our customers to prep and analyze data from a large and expanding range of data stores. We intend to continue to invest in product innovation and leadership, including hiring top technical talent, focusing on core technology innovation, integrating acquired technologies and maintaining an agile organization that supports rapid release cycles.

Table of Contents

Investment in Infrastructure

We have made and expect to continue to make investments in our infrastructure to enhance and expand our operations. We expect to continue to open new offices internationally and domestically. Our international expansion efforts have resulted, and we expect will continue to result, in increased costs and are subject to a variety of risks, including those associated with communication and integration problems resulting from geographic dispersion, language and cultural differences as well as those associated with compliance with laws of multiple countries. Moreover, the investments we have made and will make in our international organization may not result in our expected benefits. We expect to rely on our current cash on hand and cash generated from our operations to fund these investments. These costs could adversely affect our operating results.

Mix and Timing of Sales

Our business model results in a wide variety of sales transaction sizes. The time it takes to close a transaction, defined as the time between the entering of a sales opportunity into our customer relationship management system and the signing of a related license agreement with the customer, generally varies based on the size of the transaction. Our enterprise license agreements generally have more extended sales cycles and take longer to close.

Our sales mix is also impacted by our continued transition to a more subscription-based business model. In April 2018, we introduced role-based subscription offerings to help organizations scale analytics. Our Tableau Creator, Explorer and Viewer subscriptions each provide tailored combinations of Tableau's analytical capabilities that are designed for different user needs, from sophisticated analysts to casual users. In February 2019, we released Tableau Prep Conductor, which enables organizations to schedule and manage self-service data preparation at scale. Tableau Prep Conductor is part of a new offering called the Tableau Data Management Add-On.

Components of Operating Results

Revenues

License revenues . License revenues consist of revenues recognized from the sale of perpetual, term and subscription licenses to new and existing customers. Our on-premises software licenses are sold through both perpetual and term-based license agreements. We also generate license revenues from the sale of software OEM arrangements and from sales of Tableau Online, a hosted subscription which allows customers to access our software during a contractual period without taking possession of the software. Revenues from Tableau Online are included in license revenues.

Maintenance and services revenues. Maintenance and services revenues consist of revenues recognized from the sale of maintenance agreements (including support and unspecified upgrades and enhancements if and when they are available) and, to a lesser extent, for training and professional services. A substantial majority of our maintenance and services revenues to date have been attributable to revenues from maintenance agreements that are recognized ratably over the maintenance period. Our contracts with customers for on-premises software licenses include one year of maintenance services, with the opportunity to renew maintenance services thereafter. Some customers provide purchase commitments upfront for multiple years of term or subscription software licenses and maintenance services.

We also have a professional services organization focused on both training and assisting our customers to fully leverage the use of our products. We recognize the revenues associated with these professional services on a time and materials basis as we deliver the services or provide the training.

Cost of Revenues

Cost of license revenues. Cost of license revenues primarily consists of referral fees paid to third parties, expenses related to hosting Tableau Online, amortization of acquired intangible assets and other costs including providing support and allocated overhead. Allocated overhead includes overhead costs for depreciation of equipment, facilities (consisting of leasehold improvements amortization and rent) and technical operations (including costs for compensation of our personnel and costs associated with our infrastructure). We expect that the cost of license revenues will increase as a percentage of license revenues as sales of subscriptions to Tableau Online increase.

Cost of maintenance and services revenues . Cost of maintenance and services revenues includes salaries, benefits and stock-based compensation expense associated with our technical support and services organization, as well as allocated overhead, which includes facilities-related costs. We recognize expenses related to our technical support and services organization as they are incurred.

Table of Contents

Gross Profit and Gross Margin

Gross profit is total revenues less total cost of revenues. Total gross margin is gross profit expressed as a percentage of total revenues.

Operating Expenses

Our operating expenses are classified into three categories: sales and marketing, research and development, and general and administrative. For each category, the largest component is personnel costs, which include salaries, payroll taxes, employee benefit costs, bonuses and commissions, as applicable, and stock-based compensation.

Sales and marketing . Sales and marketing expenses primarily consist of personnel-related costs attributable to our sales and marketing personnel, commissions earned by our sales personnel, including the amortization of deferred costs of obtaining contracts with customers, other marketing and travel-related costs and allocated overhead, which includes facilities-related costs. We expect sales and marketing expenses to continue to increase, in absolute dollars, primarily due to growth in our sales and marketing organization, both domestically and internationally. We expect sales and marketing expenses to be our largest category of operating expenses as we continue to expand our business.

Research and development. R&D expenses primarily consist of personnel-related costs attributable to our R&D personnel and contractors, as well as allocated overhead, which includes facilities-related costs. We have devoted our product development efforts primarily to incorporate additional features, improve our platform, develop new products and adapt to new technologies or changes to existing technologies. We expect that our R&D expenses will continue to increase, in absolute dollars, as we increase our R&D headcount to further enhance and develop our products.

General and administrative. General and administrative expenses primarily consist of personnel-related costs attributable to our executive, finance, legal, human resources and administrative personnel, allocated overhead, which includes facilities-related costs, as well as outsourced legal, accounting and other professional services fees. Excluding the $24.2 million impact of the January 2019 donation of our Class A common stock, we expect that general and administrative expenses will continue to increase, in absolute dollars, as we further expand our operations both domestically and internationally.

Other Income (Expense), Net

Other income (expense), net consists primarily of interest income on our cash and cash equivalents and investments balances and gains and losses on foreign currency transactions.

Income Tax Expense (Benefit)

Our income taxes are based on the amount of our taxable income and enacted federal, state and foreign tax rates, adjusted for allowable credits, deductions and the valuation allowance against deferred tax assets, as applicable. Our provision for income taxes consists of federal, state and foreign taxes.

We generally conduct our international operations through wholly-owned subsidiaries, branches and representative offices. Our corporate structure and intercompany arrangements align with the international expansion of our business activities. We report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. The application of the tax laws of various jurisdictions, including the United States, to our international business activities is subject to interpretation. The taxing authorities of the jurisdictions in which we operate may challenge our methodologies for valuing developed technology or intercompany arrangements, including our transfer pricing, or determine the manner in which we operate our business is not consistent with the manner in which we report our income to the jurisdictions. If such a disagreement were to occur, and our positions were not sustained, we could be required to pay additional taxes, interest and penalties, resulting in higher effective tax rates, reduced cash flows and lower overall profitability of our operations. Additionally, our future worldwide tax rate and financial position may be affected by changes in the relevant tax laws, interpretation of such tax laws or the influence of certain tax policy efforts of the European Union and the Organization for Economic Co-operation and Development ("OECD").

Our income tax provision may be significantly affected by changes to our estimates for taxes in jurisdictions in which we operate and other estimates utilized in determining our global effective tax rate. Actual results may also differ from our estimates based on changes in tax laws and economic conditions. Such changes could have a substantial impact on the income tax provision and effective income tax rate.

We are subject to the continuous examinations of our income tax returns by the taxing authorities in various tax jurisdictions, where authorities may assess additional income tax liabilities against us. Although we believe our

Table of Contents

tax estimates are reasonable, the final outcome of tax audits and any related litigation could be materially different from our historical income tax provisions. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes.

Critical Accounting Policies and Estimates

We prepare our condensed consolidated financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). The preparation of condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows could be affected.

There were no material changes to our critical accounting policies and estimates compared to the critical accounting policies and estimates described in our Annual Report on Form 10-K, filed with the SEC on February 22, 2019 .

Recent Accounting Pronouncements

The anticipated impact of recent accounting pronouncements is discussed in Note 2 of the accompanying notes to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q.

Table of Contents

Results of Operations

The following tables set forth our results of operations for the periods presented and as a percentage of our total revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(in thousands)
Condensed Consolidated Statements of Operations Data:
Revenues
License	$	146,748		$	137,848		$	264,300		$	246,641
Maintenance and services	175,356			144,441			340,264			281,855
Total revenues	322,104			282,289			604,564			528,496
Cost of revenues
License	5,322			4,626			10,949			8,580
Maintenance and services	34,524			30,599			68,326			59,070
Total cost of revenues ⁽¹⁾	39,846			35,225			79,275			67,650
Gross profit	282,258			247,064			525,289			460,846
Operating expenses
Sales and marketing ⁽¹⁾	166,668			144,150			329,010			282,556
Research and development ⁽¹⁾	112,099			94,033			224,243			187,538
General and administrative ⁽¹⁾	43,326			29,846			105,051			62,096
Total operating expenses	322,093			268,029			658,304			532,190
Operating loss	(39,835		)	(20,965		)	(133,015		)	(71,344		)
Other income, net	7,481			6,866			12,667			8,328
Loss before income tax expense (benefit)	(32,354		)	(14,099		)	(120,348		)	(63,016		)
Income tax expense (benefit)	3,164			(2,033		)	4,052			(4,478		)
Net loss	$	(35,518	)	$	(12,066	)	$	(124,400	)	$	(58,538	)

(1) Includes stock-based compensation expense as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in thousands)
Cost of revenues	$	4,050	$	3,299	$	7,902	$	6,286
Sales and marketing	24,006		22,150		46,999		42,165
Research and development	32,907		26,837		64,548		51,994
General and administrative	8,124		6,026		15,257		13,630

Table of Contents



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(as a percentage of total revenues)
Condensed Consolidated Statements of Operations Data:
Revenues
License	45.6	%	48.8	%	43.7	%	46.7	%
Maintenance and services	54.4	%	51.2	%	56.3	%	53.3	%
Total revenues	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenues
License	1.7	%	1.6	%	1.8	%	1.6	%
Maintenance and services	10.7	%	10.8	%	11.3	%	11.2	%
Total cost of revenues	12.4	%	12.5	%	13.1	%	12.8	%
Gross profit	87.6	%	87.5	%	86.9	%	87.2	%
Operating expenses
Sales and marketing	51.7	%	51.1	%	54.4	%	53.5	%
Research and development	34.8	%	33.3	%	37.1	%	35.5	%
General and administrative	13.5	%	10.6	%	17.4	%	11.7	%
Total operating expenses	100.0	%	94.9	%	108.9	%	100.7	%
Operating loss	(12.4	)%	(7.4	)%	(22.0	)%	(13.5	)%
Other income, net	2.3	%	2.4	%	2.1	%	1.6	%
Loss before income tax expense (benefit)	(10.0	)%	(5.0	)%	(19.9	)%	(11.9	)%
Income tax expense (benefit)	1.0	%	(0.7	)%	0.7	%	(0.8	)%
Net loss	(11.0	)%	(4.3	)%	(20.6	)%	(11.1	)%

Table of Contents

Comparison of Three and Six Months Ended June 30, 2019 and 2018

Revenues



	Three Months Ended June 30,						Six Months Ended June 30,
	2019		2018		% Change		2019		2018		% Change
	(dollars in thousands)
Revenues
License	$	146,748	$	137,848	6.5	%	$	264,300	$	246,641	7.2	%
Maintenance and services	175,356		144,441		21.4	%	340,264		281,855		20.7	%
Total revenues	$	322,104	$	282,289	14.1	%	$	604,564	$	528,496	14.4	%

Total revenues increased $39.8 million during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 . License revenues increased $8.9 million during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 . The increase in license revenues was impacted by the continued growth in customer demand for our term and subscription licenses. Unit sales prices for term and subscription licenses are lower than comparable perpetual licenses. Maintenance and services revenues increased $30.9 million during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 driven by increased demand for our products and services and supported by renewals of existing maintenance agreements with our customers. For example, our renewal rate for the 12-month period ended March 31, 2019 was over 90%. Our renewal rate is measured three months after the 12-month period ends to account for late renewals. Further, as of June 30, 2019 , our Net Dollar Retention Rate was over 125%.

Total revenues increased $76.1 million during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 . License revenues increased $17.7 million during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 . The increase in license revenues was impacted by the continued growth in customer demand for our term and subscription licenses. Unit sales prices for term and subscription licenses are lower than comparable perpetual licenses. Maintenance and services revenues increased $58.4 million during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 driven by increased demand for our products and services and supported by renewals of existing maintenance agreements with our customers.

Cost of Revenues and Gross Margin



	Three Months Ended June 30,						Six Months Ended June 30,
	2019		2018		% Change		2019		2018		% Change
	(dollars in thousands)
Cost of revenues
License	$	5,322	$	4,626	15.0	%	$	10,949	$	8,580	27.6	%
Maintenance and services	34,524		30,599		12.8	%	68,326		59,070		15.7	%
Total cost of revenues	$	39,846	$	35,225	13.1	%	$	79,275	$	67,650	17.2	%



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Gross Margin
License	96.4	%	96.6	%	95.9	%	96.5	%
Maintenance and services	80.3	%	78.8	%	79.9	%	79.0	%
Total gross margin	87.6	%	87.5	%	86.9	%	87.2	%

Total cost of revenues increased $4.6 million during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 . The increase was largely related to an increase in compensation expense of $4.0 million, primarily resulting from headcount growth to support the delivery of our maintenance and services and to support Tableau Online.

Table of Contents

Total cost of revenues increased $11.6 million during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 . The increase was largely related to an increase in compensation expense of $8.3 million, primarily resulting from headcount growth to support the delivery of our maintenance and services and to support Tableau Online.

Operating Expenses



	Three Months Ended June 30,						Six Months Ended June 30,
	2019		2018		% Change		2019		2018		% Change
	(dollars in thousands)
Operating expenses
Sales and marketing	$	166,668	$	144,150	15.6	%	$	329,010	$	282,556	16.4	%
Research and development	112,099		94,033		19.2	%	224,243		187,538		19.6	%
General and administrative	43,326		29,846		45.2	%	105,051		62,096		69.2	%
Total operating expenses	$	322,093	$	268,029	20.2	%	$	658,304	$	532,190	23.7	%

Sales and Marketing

Sales and marketing expenses increased $22.5 million during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 . The increase was largely related to an increase in compensation expense of $17.8 million, which includes a $1.9 million increase in stock-based compensation expense, primarily resulting from headcount growth as we expanded our sales organization both domestically and internationally. The remainder of the increase was primarily attributable to a $3.8 million increase in marketing and travel-related costs for marketing promotions, customer events and advertising that promoted our brand and created market awareness for our technology offerings both domestically and internationally.

Sales and marketing expenses increased $46.5 million during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 . The increase was largely related to an increase in compensation expense of $35.2 million, which includes a $4.8 million increase in stock-based compensation expense, primarily resulting from headcount growth as we expanded our sales organization both domestically and internationally. The remainder of the increase was primarily attributable to a $7.6 million increase in marketing and travel-related costs for marketing promotions, customer events and advertising that promoted our brand and created market awareness for our technology offerings both domestically and internationally.

Research and Development

Research and development expenses increased $18.1 million during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 . The increase was largely related to an increase in compensation expense of $17.3 million, which includes a $6.1 million increase in stock-based compensation expense, primarily resulting from headcount growth as part of our focus on further developing and enhancing our products.

Research and development expenses increased $36.7 million during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 . The increase was largely related to an increase in compensation expense of $35.3 million, which includes a $12.6 million increase in stock-based compensation expense, primarily resulting from headcount growth as part of our focus on further developing and enhancing our products.

General and Administrative

General and administrative expenses increased $13.5 million during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 . The increase was primarily attributable to an increase in compensation expense of $6.3 million primarily resulting from headcount growth to support our expansion both domestically and internationally. The increase was also related to an increase in professional services fees, including legal fees, of $5.7 million.

Table of Contents

General and administrative expenses increased $43.0 million during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 . The increase was primarily attributable to $24.2 million of expense associated with the January 2019 donation of our Class A common stock. The increase was also related to an increase in compensation expense of $10.0 million primarily resulting from headcount growth to support our expansion both domestically and internationally and an increase in professional services fees, including legal fees, of $7.3 million.

Other Income, Net



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in thousands)
Other income, net	$	7,481	$	6,866	$	12,667	$	8,328

Other income, net increased during the three months ended June 30, 2019 compared to the three months ended June 30, 2018 primarily due to an increase in income related to our cash equivalent and investments balances.

Other income, net increased during the six months ended June 30, 2019 compared to the six months ended June 30, 2018 primarily due to an increase in income related to our cash equivalent and investments balances.

Income Tax Expense (Benefit)



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(dollars in thousands)
Income tax expense (benefit)	$	3,164		$	(2,033	)	$	4,052		$	(4,478	)
Effective tax rate	(9.8		)%	14.4		%	(3.4		)%	7.1		%

Our effective tax rate was (9.8)% and 14.4% for the three months ended June 30, 2019 and 2018 , respectively, and (3.4)% and 7.1% for the six months ended June 30, 2019 and 2018 , respectively. The year-over-year change in effective tax rates for the three and six month periods is primarily attributable to increased losses incurred in foreign jurisdictions where related tax benefits are not available.

See Note 10 of the accompanying notes to the condensed consolidated financial statements for additional information.

Non-GAAP Financial Measures

We believe that the use of non-GAAP gross profit and gross margin, non-GAAP operating expenses (sales and marketing, research and development, and general and administrative), non-GAAP operating income (loss) and operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per basic and diluted common share and free cash flow is helpful to our investors. These measures, which we refer to as our non-GAAP financial measures, are not prepared in accordance with GAAP. Non-GAAP gross profit is calculated by excluding stock-based compensation expense and expense related to amortization of acquired intangible assets, each to the extent attributable to the cost of revenues, from gross profit. Non-GAAP gross margin is the ratio calculated by dividing non-GAAP gross profit by total revenues. Non-GAAP sales and marketing expense is calculated by excluding stock-based compensation expense attributable to sales and marketing from sales and marketing expense. Non-GAAP research and development expense is calculated by excluding stock-based compensation expense attributable to research and development from research and development expense. Non-GAAP general and administrative expense is calculated by excluding stock-based compensation expense attributable to general and administrative and expense associated with the donation of our Class A common stock in the first quarter of 2019 from general and administrative expense. Non-GAAP operating income (loss) is calculated by excluding stock-based compensation expense, expense related to amortization of acquired intangible assets and expense associated with the donation of our Class A common stock in the first quarter of 2019 from operating income (loss). Non-GAAP operating margin is the ratio calculated by dividing non-GAAP operating income (loss) by total revenues. Non-GAAP net income (loss) is calculated by excluding stock-based compensation expense, expense related to amortization of acquired intangible assets, non-GAAP income tax adjustments and expense associated with the donation of our Class A common stock in the first quarter of 2019 from net income (loss). Non-GAAP net income (loss) per basic and diluted common share is calculated by dividing non-GAAP net income (loss) by the basic and diluted weighted

Table of Contents

average shares outstanding. Non-GAAP diluted weighted average shares outstanding includes the effect of dilutive shares in periods of non-GAAP net income.

Non-GAAP financial information is adjusted for a tax rate equal to our estimated tax rate on non-GAAP income over a three-year financial projection. This long-term rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures. To determine this long-term non-GAAP tax rate, we evaluate a three-year financial projection that excludes the impact of non-cash stock-based compensation expense, expense related to amortization of acquired intangible assets and expense associated with the donation of our Class A common stock in the first quarter of 2019. The long-term non-GAAP tax rate takes into account other factors including our current operating structure, our existing tax positions in various jurisdictions and key legislation in major jurisdictions where we operate. The long-term non-GAAP tax rate applied to the three and six months ended June 30, 2019 and 2018 was 20%. The long-term non-GAAP tax rate assumes our deferred income tax assets will be realized based upon projected future taxable income, excluding stock-based compensation expense, expense related to amortization of acquired intangible assets and expense associated with the donation of our Class A common stock in the first quarter of 2019. We anticipate using this long-term non-GAAP tax rate in future periods and may provide updates to this rate on an annual basis, or more frequently if material changes occur.

Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company's non-cash expenses, we believe that providing non-GAAP financial measures that exclude stock-based compensation expense allow for meaningful comparisons between our operating results from period to period. The expense related to amortization of acquired intangible assets is dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, we believe non-GAAP measures that adjust for the amortization of acquired intangible assets provides investors a consistent basis for comparison across accounting periods. The non-cash expense related to the donation of our Class A common stock is not considered by our management team when evaluating our operating performance and is non-recurring in nature as we do not expect to make additional donations of our common stock in the foreseeable future; therefore, we believe non-GAAP measures that adjust for the expense associated with the donation of our Class A common stock in the first quarter of 2019 allow for meaningful comparisons between our operating results from period to period. All of these non-GAAP financial measures are important tools for financial and operational decision-making and for evaluating our operating results over different periods of time.

We calculate free cash flow as net cash provided by operating activities less net cash used in investing activities for purchases of property and equipment. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by our business that can be used for strategic opportunities, including investing in our business, making strategic acquisitions, repurchasing our common stock and strengthening our balance sheet. All of our non-GAAP financial measures are important tools for financial and operational decision-making and for evaluating our own operating results over different periods of time.

Our non-GAAP financial measures may not provide information that is directly comparable to information provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial measures differently. In addition, there are limitations in using non-GAAP financial measures because non-GAAP financial measures are not prepared in accordance with GAAP, may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on our reported financial results. Further, stock-based compensation expense has been and will continue to be for the foreseeable future a significant recurring expense in our business and an important part of the compensation provided to our employees. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. We urge our investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below and not to rely on any single financial measure to evaluate our business.

Table of Contents

The following table summarizes our non-GAAP financial measures:



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(dollars in thousands)
Non-GAAP gross profit	$	286,953		$	250,767		$	534,438		$	467,885
Non-GAAP gross margin	89.1		%	88.8		%	88.4		%	88.5		%
Non-GAAP sales and marketing	$	142,662		$	122,000		$	282,011		$	240,391
Non-GAAP research and development	$	79,192		$	67,196		$	159,695		$	135,544
Non-GAAP general and administrative	$	35,202		$	23,820		$	65,564		$	48,466
Non-GAAP operating income	$	29,897		$	37,751		$	27,168		$	43,484
Non-GAAP operating margin	9.3		%	13.4		%	4.5		%	8.2		%
Non-GAAP net income	$	29,902		$	35,694		$	31,868		$	41,450
Free cash flow ⁽¹⁾							$	(3,810	)	$	48,180

(1) Free cash flow is presented on a year-to-date basis only.

The following table presents the reconciliation of gross profit to non-GAAP gross profit:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
	(in thousands)
Gross profit	$	282,258	$	247,064	$	525,289	$	460,846
Excluding: Stock-based compensation expense	4,050		3,299		7,902		6,286
Excluding: Amortization of acquired intangible assets	645		404		1,247		753
Non-GAAP gross profit	$	286,953	$	250,767	$	534,438	$	467,885

The following table presents the reconciliation of gross margin to non-GAAP gross margin:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Gross margin	87.6	%	87.5	%	86.9	%	87.2	%
Excluding: Stock-based compensation expense	1.3	%	1.2	%	1.3	%	1.2	%
Excluding: Amortization of acquired intangible assets	0.2	%	0.1	%	0.2	%	0.1	%
Non-GAAP gross margin	89.1	%	88.8	%	88.4	%	88.5	%

Table of Contents

The following table presents the reconciliation of operating expenses to non-GAAP operating expenses:



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(in thousands)
Sales and marketing	$	166,668		$	144,150		$	329,010		$	282,556
Excluding: Stock-based compensation expense	(24,006		)	(22,150		)	(46,999		)	(42,165		)
Non-GAAP sales and marketing	$	142,662		$	122,000		$	282,011		$	240,391

Research and development	$	112,099		$	94,033		$	224,243		$	187,538
Excluding: Stock-based compensation expense	(32,907		)	(26,837		)	(64,548		)	(51,994		)
Non-GAAP research and development	$	79,192		$	67,196		$	159,695		$	135,544

General and administrative	$	43,326		$	29,846		$	105,051		$	62,096
Excluding: Stock-based compensation expense	(8,124		)	(6,026		)	(15,257		)	(13,630		)
Excluding: Donation of Class A common stock	—			—			(24,230		)	—
Non-GAAP general and administrative	$	35,202		$	23,820		$	65,564		$	48,466

The following table presents the reconciliation of operating loss to non-GAAP operating income (loss):



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(in thousands)
Operating loss	$	(39,835	)	$	(20,965	)	$	(133,015	)	$	(71,344	)
Excluding: Stock-based compensation expense	69,087			58,312			134,706			114,075
Excluding: Donation of Class A common stock	—			—			24,230			—
Excluding: Amortization of acquired intangible assets	645			404			1,247			753
Non-GAAP operating income	$	29,897		$	37,751		$	27,168		$	43,484

The following table presents the reconciliation of operating margin to non-GAAP operating margin:



	Three Months Ended June 30,				Six Months Ended June 30,
	2019		2018		2019		2018
Operating margin	(12.4	)%	(7.4	)%	(22.0	)%	(13.5	)%
Excluding: Stock-based compensation expense	21.4	%	20.7	%	22.3	%	21.6	%
Excluding: Donation of Class A common stock	—	%	—	%	4.0	%	—	%
Excluding: Amortization of acquired intangible assets	0.2	%	0.1	%	0.2	%	0.1	%
Non-GAAP operating margin	9.3	%	13.4	%	4.5	%	8.2	%

Table of Contents

The following table presents the reconciliation of net loss to non-GAAP net income and non-GAAP net income per basic and diluted common share:



	Three Months Ended June 30,						Six Months Ended June 30,
	2019			2018			2019			2018
	(in thousands, except per share amounts)
Net loss	$	(35,518	)	$	(12,066	)	$	(124,400	)	$	(58,538	)
Excluding: Stock-based compensation expense	69,087			58,312			134,706			114,075
Excluding: Donation of Class A common stock	—			—			24,230			—
Excluding: Amortization of acquired intangible assets	645			404			1,247			753
Income tax adjustments	(4,312		)	(10,956		)	(3,915		)	(14,840		)
Non-GAAP net income	$	29,902		$	35,694		$	31,868		$	41,450

Weighted average shares used to compute non-GAAP basic net income per share	86,711			82,247			86,076			81,647
Effect of potentially dilutive shares: stock awards	3,666			3,878			3,941			3,949
Weighted average shares used to compute non-GAAP diluted net income per share	90,377			86,125			90,017			85,596

Non-GAAP net income per share:
Basic	$	0.34		$	0.43		$	0.37		$	0.51
Diluted	$	0.33		$	0.41		$	0.35		$	0.48

The following table presents the reconciliation of net cash provided by operating activities to free cash flow:



	Six Months Ended June 30,
	2019			2018
	(in thousands)
Net cash provided by operating activities	$	21,653		$	59,256
Less: Purchases of property and equipment	(25,463		)	(11,076		)
Free cash flow	$	(3,810	)	$	48,180
Net cash used in investing activities	$	(146,748	)	$	(38,830	)
Net cash provided by (used in) financing activities	$	25,580		$	(34,432	)
Effect of exchange rate changes on cash and cash equivalents	$	31		$	(2,781	)

Non-GAAP Operating Income

Non-GAAP operating income for the three months ended June 30, 2019 was $29.9 million compared to a non-GAAP operating income of $37.8 million for the three months ended June 30, 2018 . The difference was primarily due to increases in our operating expenses relative to our total revenues. Increases in operating expenses were largely related to additional compensation expense, primarily resulting from headcount growth. Our revenue growth was impacted by changes in the mix of our sales of term and subscription licenses relative to sales of our perpetual licenses.

Table of Contents

Non-GAAP operating income for the six months ended June 30, 2019 was $27.2 million compared to a non-GAAP operating income of $43.5 million for the six months ended June 30, 2018 . The difference was primarily due to increases in our operating expenses relative to our total revenues. Increases in operating expenses were largely related to additional compensation expense, primarily resulting from headcount growth. Our revenue growth was impacted by changes in the mix of our sales of term and subscription licenses relative to sales of our perpetual licenses.

Non-GAAP Net Income

Non-GAAP net income for the three months ended June 30, 2019 was $29.9 million compared to a non-GAAP net income of $35.7 million for the three months ended June 30, 2018 . The difference was primarily attributable to a non-GAAP operating income of $29.9 million for the three months ended June 30, 2019 compared to a non-GAAP operating income of $37.8 million for the three months ended June 30, 2018 .

Non-GAAP net income for the six months ended June 30, 2019 was $31.9 million compared to a non-GAAP net income of $41.5 million for the six months ended June 30, 2018 . The difference was primarily attributable to a non-GAAP operating income of $27.2 million for the six months ended June 30, 2019 compared to a non-GAAP operating income of $43.5 million for the six months ended June 30, 2018 .

Free Cash Flow

Free cash flow for the six months ended June 30, 2019 was $(3.8) million compared to free cash flow of $48.2 million for the six months ended June 30, 2018 . The decrease of $52.0 million was primarily attributable to the decrease in net cash provided by operating activities, and to a lesser extent, the increase in cash used for capital expenditures to support the growth of our business.

Liquidity and Capital Resources

As of June 30, 2019 , we had cash and cash equivalents totaling $553.5 million , investments of $515.6 million , accounts receivable, net of $217.5 million and $903.9 million of working capital.

As of June 30, 2019 , our cash and cash equivalents and short-term investments were held for working capital purposes and were held in cash deposits, money market funds, commercial paper, U.S. treasury securities, U.S. agency securities and corporate bonds. We intend to continue making capital expenditures to support the growth in our business and operations. We believe that our existing cash and cash equivalents and short-term investments, together with cash generated from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support R&D efforts, the continued expansion of sales and marketing activities, the introduction of new and enhanced product and services offerings and the continued market acceptance of our products.

The following tables show our cash and cash equivalents, investments and our cash flows from operating activities, investing activities and financing activities for the stated periods:



	June 30, 2019		December 31, 2018
	(in thousands)
Cash and cash equivalents	$	553,538	$	653,022
Short-term investments	491,039		369,355
Long-term investments	24,548		26,278



	Six Months Ended June 30,
	2019			2018
	(in thousands)
Net cash provided by operating activities	$	21,653		$	59,256
Net cash used in investing activities	(146,748		)	(38,830		)
Net cash provided by (used in) financing activities	25,580			(34,432		)
Effect of exchange rate changes	31			(2,781		)
Net decrease in cash and cash equivalents	$	(99,484	)	$	(16,787	)

Table of Contents

Operating Activities

Net cash provided by operating activities was $21.7 million for the six months ended June 30, 2019 as a result of a net loss of $124.4 million , adjusted for stock-based compensation expense of $134.7 million , expense related to the donation of our Class A common stock of $24.2 million and non-cash depreciation and amortization expense of $29.5 million related to capital assets and operating lease right-of-use assets. Net cash provided by operating activities was also impacted by a $18.3 million decrease in accounts receivable, net, a $39.2 million increase in prepaid expenses and other assets and a $17.1 million decrease in accounts payable and accrued liabilities. Accounts receivable, net was impacted by the seasonality of sales of our products and services, which are typically highest in the fourth quarter. The decrease in accounts payable and accrued liabilities was primarily due to decreases in accrued compensation. Accrued compensation was impacted by the seasonality of sales of our products and services, which are typically highest in the fourth quarter, and our year-end bonus plan, which is typically paid out in the first quarter of the following year. The increase in prepaid expenses and other assets was primarily due to an increase in our contract assets balance resulting from revenues recorded during the period that were not yet contractually billable, and to a lesser extent, net commission costs deferred during the period.

Net cash provided by operating activities was $59.3 million for the six months ended June 30, 2018 as a result of a net loss of $58.5 million , adjusted for stock-based compensation expense of $114.1 million and non-cash depreciation and amortization expense of $19.1 million related to capital assets. Net cash provided by operating activities was also impacted by a $31.5 million decrease in accounts receivable, net, and a $44.9 million increase in prepaid expenses and other assets adjusted for the impact of the $66.3 million increase to the opening balance resulting from the adoption of Accounting Standards Codification ("ASC") 606. The decrease in accounts receivable, net was primarily due to seasonality of license and maintenance agreement sales, which are typically highest in the fourth quarter. Fluctuations in accounts receivable, net is also impacted by purchase commitments from customers upfront for multiple years of subscription-based software licenses and maintenance services, which may be invoiced over multiple reporting periods. The increase in prepaid expenses and other assets was primarily due an increase in contract assets resulting from revenues recorded during the period that were not yet contractually billable. The increase to prepaid expenses and other assets was also impacted by the deferral of sales commission costs of $15.0 million during the period.

Investing Activities

Net cash used in investing activities was $146.7 million for the six months ended June 30, 2019 . The net cash used for this period was attributable to purchases of investments of $406.2 million offset by maturities of investments of $289.4 million . Net cash used in investing activities was also impacted by capital expenditures to support the growth of our business of $25.5 million and $4.5 million used in a business acquisition.

Net cash used in investing activities was $ 38.8 million for the six months ended June 30, 2018 . The net cash used for this period was attributable to purchases of investments of $156.6 million , partially offset by maturities of investments of $139.7 million . Net cash used in investing activities was also impacted by capital expenditures to support the growth of our business of $11.1 million , and $10.9 million , net of cash acquired, used to purchase Empirical Systems, Inc., a privately-held Delaware corporation.

Financing Activities

Net cash provided by financing activities was $25.6 million for the six months ended June 30, 2019 as a result of proceeds of $7.7 million from the exercise of stock options and $22.2 million from the purchases of stock under our 2013 Employee Stock Purchase Plan ("2013 ESPP"), partially offset by repurchases of common stock under our stock repurchase program of $4.3 million .

Net cash used in financing activities was $34.4 million for the six months ended June 30, 2018 as a result of repurchases of common stock under our stock repurchase program of $60.0 million , partially offset by proceeds of $8.2 million from the exercise of stock options and $17.4 million from the purchases of stock under our 2013 ESPP.

Stock Repurchase Program

Table of Contents

Merger Agreement

On June 9, 2019, we entered into the Merger Agreement with Salesforce. We have agreed to various covenants and agreements, including, among others, agreements to conduct our business in the ordinary course during the period between the execution of the Merger Agreement and the effective time of the merger. Outside of certain limited exceptions, we may not take, authorize, commit, resolve, or agree to do certain actions without Salesforce's consent, including, among other things:


•	acquiring businesses;


•	incurring capital expenditures above specified thresholds; and


•	issuing additional debt facilities.

Obligations and Commitments

As of June 30, 2019 , our principal obligations consisted of obligations outstanding under non-cancellable operating leases that expire at various dates through 2030. See Note 5 of the accompanying notes to the condensed consolidated financial statements for additional information on our operating leases including changes to our principal lease commitments compared to those discussed in Management's Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 .

Table of Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Management believes there have been no material changes to our quantitative and qualitative disclosures about market risks during the six months ended June 30, 2019 , compared to those discussed in our Annual Report on Form 10-K for the year ended December 31, 2018 , filed with the SEC on February 22, 2019 .

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this report.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on management's evaluation, our principal executive officer and principal financial officer concluded that, as of June 30, 2019 , our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended June 30, 2019 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Securities Litigation . On July 28, 2017, and August 2, 2017, respectively, two substantially similar securities class action complaints were filed against the Company and two of its current and former executive officers. The first complaint was filed in the U.S. District for the Southern District of New York (the "Scheufele Action"). The second complaint was filed in the U.S. District Court for the Western District of Washington (the "Abarrientos Action"). On October 17, 2017, the Abarrientos Action was voluntarily dismissed. On October 18, 2017, the Court appointed a lead plaintiff and lead counsel in the Scheufele Action. On December 8, 2017, lead plaintiff filed an amended complaint, which alleged that between February 5, 2015 and February 4, 2016, the Company and certain of its executive officers violated Sections 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 promulgated thereunder, in connection with statements regarding the Company's business and operations by allegedly failing to disclose that product launches and software upgrades by competitors were negatively impacting the Company's competitive position and profitability. The amended complaint sought unspecified damages, interest, attorneys' fees and other costs. Defendants filed a motion to dismiss the amended complaint on January 12, 2018. On February 2, 2018, lead plaintiff filed a second amended complaint (the "SAC"), which contains substantially similar allegations as the amended complaint, and adds as defendants two of the Company's current and former executive officers and directors. Defendants filed a motion to dismiss the SAC on March 13, 2018. On February 8, 2019, the court denied Defendants' motion to dismiss the SAC. Defendants filed an answer to the SAC on March 1, 2019, and subsequently amended their answer on April 18, 2019. The court entered a scheduling order on May 29, 2019, but did not set a trial date.

We believe the lawsuits are without merit and intend to vigorously defend.

In the ordinary course of business, we may also be involved in various legal proceedings and claims related to intellectual property rights, commercial disputes, employment and wage and hour laws, alleged securities laws violations or other investor claims and other matters.

Table of Contents

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described below. You should carefully consider the following risks and all of the other information contained in this report, including our condensed consolidated financial statements and related notes, before making an investment decision. While we believe that the risks and uncertainties described below are the material risks currently facing us, additional risks that we do not yet know of or that we currently think are immaterial may also arise and materially affect our business, including as a result of the potential Merger with Salesforce. If any of the following risks materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our Class A common stock could decline, and you may lose some or all of your investment.

Risks Related to Our Potential Merger with Salesforce

Failure to complete, or delays in completing, the potential merger with Salesforce announced on June 9, 2019 could materially and adversely affect our results of operations and our stock price.

On June 9, 2019, we entered into an agreement with Salesforce pursuant to which, if all of the conditions to closing are satisfied or waived, we will merge with a subsidiary of Salesforce and become a wholly-owned subsidiary of Salesforce. Consummation of the Merger is subject to certain closing conditions and a number of the conditions are not within our control, and may prevent, delay or otherwise materially adversely affect the completion of the transaction. We cannot predict with certainty whether and when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that we will be able to successfully consummate the proposed merger as currently contemplated under the Merger Agreement or at all. Risks related to the failure of the proposed merger to be consummated include, but are not limited to, the following:


•	we would not realize any or all of the potential benefits of the Merger, including any synergies that could result from combining our financial and proprietary resources with those of Salesforce;


•	under some circumstances, we may be required to pay a termination fee to Salesforce of $552 million;


•	we will remain liable for significant transaction costs, including legal, accounting, financial advisory and other costs relating to the Merger regardless of whether the Merger is consummated;


•	the trading price of our Class A common stock may decline to the extent that the current market price for our stock reflects a market assumption that the Merger will be completed;


•	the attention of our management may have been diverted to the Merger;


•	we could be subject to litigation related to any failure to complete the Merger;


•	the potential loss of key personnel during the pendency of the Merger as employees and other service providers may experience uncertainty about their future roles with us following completion of the Merger; and


•	under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, which restrictions could adversely affect our ability to conduct our business as we otherwise would have done if we were not subject to these restrictions.

The occurrence of any of these events individually or in combination could materially and adversely affect our results of operations and our stock price.

Uncertainty about the Merger may adversely affect relationships with our customers, suppliers, and employees, whether or not the Merger is completed.

In response to the announcement of the Merger, our existing or prospective customers or suppliers may:


•	delay, defer, or cease purchasing products or services from, or providing products or services to, us or the combined company;


•	delay or defer other decisions concerning us or the combined company; or


•	otherwise seek to change the terms on which they do business with us or the combined company.

Any such delays or changes to terms could materially harm our business or, if the Merger is completed, the business of the combined company.

In addition, as a result of the Merger, our current and prospective employees could experience uncertainty about their future with us or the combined company. As a result, key employees may depart because of issues relating to such uncertainty or a desire not to remain with Salesforce following the completion of the Merger.

Table of Contents

Losses of customers, employees or other important strategic relationships could have a material adverse effect on our business, operating results, and financial condition. Such adverse effects could also be exacerbated by a delay in the completion of the Merger for any reason.

If the Merger is consummated, the combined company may not perform as we or the market expects, which could have an adverse effect on the price of Salesforce common stock, which our current stockholders will own following the completion of the Merger.

Even if the Merger is consummated, the combined company may not perform as we or the market expect. Risks associated with the combined company following the Merger include:


•	if the Merger does not qualify as a tax-free reorganization under Section 368(a) of the Code, our stockholders may be required to pay substantial U.S. federal income taxes;


•	integrating two businesses is a difficult, expensive, and time-consuming process, and the failure to integrate successfully the businesses of Tableau and Salesforce in the expected time frame would adversely affect Salesforce's future results following completion of the Merger;


•	it is possible that key employees might decide not to remain with Salesforce after the Merger is completed, and the loss of key personnel could have a material adverse effect on the resulting entity's financial condition, results of operations and growth prospects;


•	the success of the combined company will also depend upon relationships with third parties and pre-existing customers of Tableau and Salesforce, which relationships may be affected by customer preferences or public attitudes about the Merger. Any adverse changes in these relationships could adversely affect the combined company's business, financial condition, and results of operations; and


•	the stock price of Salesforce common stock after the Merger may be affected by factors different from those currently affecting the shares of Tableau.

If any of these events were to occur, the value of the Salesforce common stock received by our stockholders in the Merger could be adversely affected.

The transaction consideration is fixed and will not be adjusted. Because the market price of Salesforce common stock may fluctuate, Tableau stockholders cannot be sure of the market value of the stock consideration they will receive in exchange for their Tableau shares in connection with the transactions.

In connection with the offer and the merger, Tableau stockholders will receive a fixed number of Salesforce shares for each of their shares of Tableau Class A common stock and Tableau Class B common stock (i.e., 1.103 Salesforce shares for each Tableau share). Accordingly, the market value of the stock consideration that our stockholders will receive in the offer or merger will vary based on the price of Salesforce common stock at the time our stockholders receive the transaction consideration. The market price of Salesforce common stock may decline after you tender your shares and/or after the offer and the merger are completed.

A decline in the market price of Salesforce common stock could result from a variety of factors beyond Salesforce's control, including, among other things, the possibility that Salesforce may not achieve the expected benefits of the acquisition of Tableau as rapidly or to the extent anticipated, Tableau's business may not perform as anticipated following the transactions, the effect of Salesforce's acquisition of Tableau on Salesforce's financial results may not meet the expectations of Salesforce, financial analysts or investors, or the addition and integration of Tableau's business may be unsuccessful, may take longer or be more disruptive than anticipated, as well as numerous factors affecting Salesforce and its businesses that are unrelated to Tableau.

Additional lawsuits may be filed against us and the members of our board of directors arising out of the proposed merger, which may delay or prevent the proposed merger.

Additional putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against us, our board of directors, Salesforce, Salesforce's board of directors and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and we may not be successful in defending against any such future claims. Lawsuits that may be filed against us, our board of directors, Salesforce, or Salesforce's board of directors could delay or prevent the Merger, divert the attention of our management and employees from our day-to-day business and otherwise adversely affect us financially.

Table of Contents

Risks Related to Our Business and Industry

Due to our growth, we have a limited operating history at our current scale, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.

We have a relatively short history operating our business at its current scale. We continue to increase the number of our employees and expand our operations worldwide. Furthermore, we operate in an industry that is characterized by rapid technological innovation, intense competition, changing customer needs and frequent introductions of new products, technologies and services. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in evolving industries. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in the market, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations, and our business could suffer.

Our future success will depend in large part on our ability to, among other things:


•	improve the performance and capabilities of our software;


•	compete with other companies, custom development efforts and open source initiatives that are currently in, or may in the future enter, the market for our software;


•	manage the transition to a subscription-based business model successfully;


•	increase the number and value of enterprise sales transactions;


•	maintain and improve the security, governance and compliance of our software technology and infrastructure;


•	expand the availability of our software on public cloud service providers;


•	hire, integrate, train and retain skilled talent, including members of our direct sales force and software engineers;


•	maintain and expand our business, including our operations, infrastructure and processes to support our growth, both domestically and internationally;


•	expand our customer base, both domestically and internationally;


•	renew maintenance and subscription agreements with, and sell additional products to, existing customers, including enterprise customers;


•	price and package our product and service offerings successfully;


•	maintain high customer satisfaction and ensure quality and timely releases of our products and product enhancements;


•	maintain, expand and support our indirect sales channels and strategic partner network;


•	increase market awareness of our products and enhance our brand; and


•	maintain compliance with applicable governmental regulations and other legal obligations, including those related to intellectual property, data protection and privacy, security, international sales and taxation.

If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this "Risk Factors" section, our business will be adversely affected and our results of operations will suffer.

If we fail to successfully manage the transition to a subscription-based business model, our results of operations could be negatively impacted.

We are currently transitioning to a more subscription-based business model. In April 2018, we introduced role-based subscription offerings to help organizations scale analytics. Tableau Creator, Explorer and Viewer subscriptions each provide tailored combinations of our products' analytical capabilities that are designed for different user needs, from sophisticated analysts to casual users. It is still uncertain whether this transition will prove successful or whether we will be able to develop this business model more quickly than our competitors. Market acceptance of our new and existing product and service offerings will be dependent on our ability to (1) continue to innovate and include new functionality and improve usability of our products in a manner that addresses our customers' needs and requirements, and (2) optimally price our products in light of marketplace conditions, competition, our costs and customer demand. This transition may have negative revenue and/or cash flow implications. If we are unable to effectively meet these challenges, our business could be harmed.

This subscription strategy may give rise to a number of risks, including the following:


•	our revenues and cash flows may fluctuate more than anticipated as a result of this strategy;


•	if new or current customers desire only perpetual licenses, our subscription sales may lag behind our expectations;

Table of Contents


•	the shift to a subscription strategy may raise concerns among our customer base, including concerns regarding changes to pricing over time and our ability to provide maintenance services including timely upgrades, updates and enhancements;


•	we may be unsuccessful in maintaining or implementing our target pricing or new pricing models, product adoption and projected renewal rates, or we may select a target price or new pricing model that is not optimal and could negatively affect our sales or earnings;


•	our customers have and may continue to shift purchases to our lower priced subscription offerings, which could negatively affect our financial results;


•	if our customers do not renew their subscriptions, our revenue may decline and our business may suffer;


•	our relationships with existing partners that resell perpetual license products may be damaged; and


•	we may incur sales compensation costs at a higher than forecasted rate if the pace of our subscription transition is faster than anticipated.

We derive substantially all of our revenues from a limited number of software products.

We currently derive and expect to continue to derive substantially all of our revenues from our Tableau Desktop, Tableau Server and Tableau Online software products. In April 2018, we released Tableau Prep, a new data preparation product that integrates directly into the Tableau analytical workflow. The continued growth in market demand of these software products, along with our ability to rapidly innovate and introduce new products to contribute to our revenues, is critical to our continued success. Demand for our software is affected by a number of factors, including continued market acceptance of our products, our ability to effectively introduce new products and features, the timing of development and release of new products by our competitors, price or product packaging changes by us or by our competitors, technological change, growth or contraction in the traditional and expanding business analytics market and general economic and political conditions and trends. If our competitors offer products or functionality similar to ours at more attractive prices, we may have to reduce our prices, which may cause our revenues to decline. Further, if we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our software, or we cannot successfully meet our customers' needs or innovate and deliver additional products or features in a timely manner, our business, results of operations, financial condition and growth prospects could be materially and adversely affected.

If our new products and product enhancements do not achieve sufficient market acceptance, our results of operations and competitive position will suffer.

We spend substantial amounts of time and money to research and develop new software and enhanced versions of our existing software to incorporate additional features, improve functionality, function in concert with new technologies or changes to existing technologies and allow our customers to analyze a wide range of data sources and work with different kinds of data sets. For example, in April 2018, we released Tableau Prep, a data preparation product that integrates directly into the Tableau analytical workflow. We also invest in acquiring and integrating new technologies to continue to improve our platform. For example, in February 2019, we released Ask Data, which leverages natural language processing to enable users to ask questions in plain language and get a visual response in Tableau.

When we develop a new product or an enhanced version of an existing product, we typically incur expenses and expend resources upfront to market, promote and sell the new offering. Therefore, when we develop and introduce new or enhanced products or features, such as Tableau Prep or Ask Data, they must achieve high levels of market acceptance in order to justify the amount of our investment in acquiring and integrating, developing and bringing them to market.

We may make changes to our software that our customers do not find useful. We may also discontinue certain features or products, begin to charge for certain features that are currently free or increase fees for any of our features or usage of our software. We may also face problems or challenges in connection with new product or feature introductions, including our ability to innovate and our ability to execute and deliver new products and new features in a timely manner.

Our new products or product enhancements and changes to our existing software could fail to attain sufficient market acceptance for many reasons, including:


•	failure to predict market demand accurately in terms of software functionality and capability or to supply software that meets this demand in a timely fashion;


•	inability to operate effectively with the technologies, systems or applications of our existing or potential customers;


•	defects, errors or failures;

Table of Contents


•	negative publicity about their performance or effectiveness;


•	delays in releasing our new software or enhancements to our existing software to the market, due to, among other things, our failure to execute in a timely manner on our development roadmap;


•	the introduction or anticipated introduction of competing products by our competitors;


•	an ineffective sales force;


•	poor business conditions for our end-customers, causing them to delay purchases; and


•	the reluctance of customers to purchase software incorporating open source software.

In addition, because our products are designed to operate on and with a variety of systems, we will need to continuously modify and enhance our products to keep pace with changes in technology. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion.

If our new software or enhancements and changes do not achieve adequate acceptance in the market, our competitive position will be impaired, and our revenues could decline. The adverse effect on our results of operations may be particularly acute because of the significant research, development, marketing, sales and other expenses we will have incurred in connection with the development and release of new software or enhancements.

We face intense competition, and we may not be able to compete effectively, which could reduce demand for our products and adversely affect our business, growth, revenues and market share.

The market for our products is intensely and increasingly competitive and subject to rapidly changing technology and evolving standards. In addition, many companies in our target market are offering, or may soon offer, products and services that may compete with our products.

Our current primary competitors generally fall into the following categories:


•	large technology companies, including suppliers of traditional business intelligence and data preparation products, and/or cloud-based offerings that provide one or more capabilities that are competitive with our products, such as Amazon.com, Inc., Google, IBM, Microsoft Corporation, Oracle Corporation, Salesforce and SAP SE;


•	business analytics software companies, such as MicroStrategy, Qlik and TIBCO Spotfire (a subsidiary of TIBCO Software Inc.); and


•	providers of SaaS-based or cloud-based analytics products.

In addition, we may compete with open source initiatives and custom development efforts. We expect competition to increase as other established and emerging companies enter the broader business analytics software market, including data preparation and data cataloging, as customer requirements evolve and as new products and technologies are introduced such as artificial intelligence and machine learning technologies. We expect this to be particularly true with respect to our SaaS-based offering, Tableau Online. This is a relatively new and evolving area of business analytics solutions, and we anticipate competition to increase based on customer demand for these types of products.

Many of our competitors, particularly the large software companies named above, have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services or other resources and greater name recognition than we do. In addition, many of our competitors have strong relationships with current and potential customers and extensive knowledge of the business analytics industry. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, for example by offering and expanding capabilities of SaaS-based products that compete with our on-premises products and our SaaS product offerings, or devote greater resources to the development, promotion and sale of their products than we do. Moreover, many of these competitors are bundling their analytics products into larger deals or maintenance renewals, often at significant discounts. Increased competition may lead to price cuts, alternative pricing structures or the introduction of products available for free or a nominal price, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, results of operations and financial condition will be harmed if we fail to meet these competitive pressures.

Our ability to compete successfully in our market depends on a number of factors, both within and outside of our control. Some of these factors include our ability to rapidly innovate and effectively execute to bring new products or features to the marketplace in a timely manner, and continue to develop and expand our products discovery and visualization capabilities, analytical and statistical capabilities, and performance and scalability. In addition, our ability to compete successfully depends on the quality and reliability of our maintenance, customer service and support, the value we provide to customers, and continuing to develop and enhance our overall brand

Table of Contents

recognition. Any failure by us to compete successfully in any one of these or other areas may reduce the demand for our products, as well as adversely affect our business, results of operations and financial condition.

Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others. By doing so, these competitors may increase their ability to meet the needs of our customers or potential customers. In addition, our current or prospective indirect sales channel partners may establish cooperative relationships with our current or future competitors. These relationships may limit our ability to sell or certify our products through specific distributors, technology providers, database companies and distribution channels and allow our competitors to rapidly gain significant market share. These developments could limit our ability to obtain revenues from existing and new customers and to maintain maintenance services revenues from our existing and new customers. If we are unable to compete successfully against current and future competitors, our business, results of operations and financial condition would be harmed.

Our success depends on increasing the number and value of enterprise sales transactions, which typically involve a longer sales cycle, greater deployment challenges and additional support and services than sales to individual purchasers of our products.

Growth in our revenues and achieving profitability depends in part on our ability to complete more and larger enterprise sales transactions. These larger transactions may involve significant customer negotiation and are typically completed near the end of the quarter. Enterprise customers may undertake a significant evaluation process, which can last from several months to a year or longer. Any individual transaction may take substantially longer than three months to close. Events may occur during this period that affect the size or timing of a purchase or even cause cancellations, which may lead to greater unpredictability in our business and results of operations. We will spend substantial time, effort and money on enterprise sales efforts without any assurance that our efforts will produce any sales.

We may also face unexpected deployment challenges with enterprise customers or more complicated installations of our software platform. It may be difficult to deploy our software platform if the customer has unexpected database, hardware or software technology issues. Additional deployment complexities may occur if a customer hires a third party to deploy or implement our products or if one of our indirect sales channel partners leads the implementation of our products. In addition, enterprise customers may demand more configuration and integration services, which increase our upfront investment in sales and deployment efforts, with no guarantee that these customers will increase the scope of their use. As a result of these factors, we must devote a significant amount of sales support and professional services resources to individual customers, increasing the cost and time required to complete sales. Any difficulties or delays in the initial implementation, configuration or integration of our products could cause customers to reject our software or lead to the delay in or failure to obtain future orders, which would harm our business, results of operations and financial condition.

We may not be able to sustain or increase our revenue growth rate, the growth rate of our customer base or achieve profitability in the future.

We have incurred net losses in recent periods. We expect expenses to continue to increase as we make investments in our sales and marketing and research and development organizations, expand our operations and infrastructure both domestically and internationally and develop new products and new features for and enhancements of our existing products.

Moreover, as we grow our business, we expect our revenue growth rates to continue to fluctuate in future periods due to a number of reasons, which may include slowing demand for our products, shifts in customer demand and spending on licenses for our products, shifts in sales of subscription-based versus perpetual licenses, shifts in the number of customers that desire single-year versus multi-year subscription agreements, increasing competition, a decrease in the growth of our overall market, our failure, for any reason, to continue to capitalize on growth opportunities, the maturation of our business or the decline in the number of organizations into which we have not already expanded. For all these reasons, we also cannot assure that our customer base will continue to grow at the same rate, or at all.

Interruptions or performance problems associated with our technology and infrastructure, including those caused by cyber-attacks, may adversely affect our business and results of operations.

We have in the past experienced, and may in the future experience, performance issues due to a variety of factors, including infrastructure changes, human or software errors, website or third-party hosting disruptions or capacity constraints due to a number of potential causes including technical failures, cyber-attacks, security incidents, natural disasters or fraud. If our product or corporate security is compromised, our website is unavailable or our users are unable or unwilling due to performance problems to download our software within a reasonable

Table of Contents

amount of time or at all, our business could be negatively affected. Moreover, if our security measures, products or services are subject to cyber-attacks that degrade or deny the ability of users to access our website, Tableau Online, or other products or services, our products or services may be perceived as insecure, and we may incur significant legal and financial exposure. In particular, our cloud-based products, Tableau Online and Tableau Public, may be especially vulnerable to interruptions, performance problems or cyber-attacks. We continue to invest in the personnel, infrastructure and software solutions necessary to mitigate these risks. However, if we are unable to attract and retain personnel with the necessary cybersecurity expertise, or implement sufficient safeguarding measures, we may not be able to prevent all potentially disruptive events which could occur in the future. In some instances, we may not be able to identify the cause or causes of these events within an acceptable period of time. Our cloud-based products are hosted at third-party data centers that are not under our direct control. If these data centers were to be damaged or suffer disruption, our ability to provide these products to our customers could be impaired and our reputation could be harmed, and we may face legal action over the disruption, as well as incur additional compliance and information security costs to mitigate future disruptions. Moreover, if a significant security breach occurs with respect to an industry peer, our customers and potential customers may lose trust in the security of business intelligence or analytics platforms in general, which could adversely impact our ability to retain existing customers or attract new ones .

In addition, it may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our software becomes more complex and our user traffic increases. Adverse consequences could include unanticipated system disruptions, slower response times, degradation in level of customer support and impaired quality of users' experiences, and could result in customer dissatisfaction and the loss of existing customers. We expect to continue to make significant investments to maintain and improve website performance and security and to enable rapid and secure releases of new features and applications for our software. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and results of operations may be adversely affected.

We also rely on SaaS technologies from third parties in order to operate critical functions of our business, including financial management services from NetSuite Inc. and customer relationship management services from Salesforce. If these services become unavailable due to extended outages or interruptions, security vulnerabilities or cyber-attacks, or because they are no longer available on commercially reasonably terms or prices, our expenses could increase, our ability to manage these critical functions could be interrupted, we may not be able to report our financial results timely, and our processes for managing sales of our software and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business.

Real or perceived errors, failures, bugs or security flaws in our software could adversely affect our results of operations and growth prospects.

Because our software is complex, undetected errors, failures, bugs or security flaws may occur, especially when new versions or updates are released. Our software is often installed and used in large-scale computing environments with different operating systems, system management software and equipment and networking configurations, which may cause errors or failures of our software or other aspects of the computing environment into which it is deployed. In addition, deployment of our software into computing environments may expose undetected errors, compatibility issues, failures, bugs or security flaws in our software. Despite testing by us, errors, failures, bugs or security flaws may not be found in our software until it is released to our customers. Moreover, our customers could incorrectly implement or inadvertently misuse our software, which could result in customer dissatisfaction and adversely impact the perceived utility of our products as well as our brand. Any of these real or perceived errors, compatibility issues, failures, bugs or security flaws in our software could result in negative publicity, reputational harm, loss of or delay in market acceptance of our software, loss of competitive position or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. Alleviating any of these problems could require significant expenditures of our capital and other resources and could cause interruptions, delays or cessation of our licensing, which could cause us to lose existing or potential customers and could adversely affect our results of operations and growth prospects.

If we are unable to identify, attract, integrate and retain qualified personnel, including executive, top sales and technical talent, our business could be adversely affected.

Our future success depends in part on our ability to identify, attract, integrate and retain a diverse and highly skilled workforce. Maintaining a diverse and inclusive work environment is an important factor impacting our ability to attract and retain highly skilled personnel. We face intense competition for qualified individuals from numerous

Table of Contents

other companies, including other software and technology companies. These companies, which may be larger in size, scale or stage of maturity or have greater financial resources and may provide a wider range of employment opportunities and better chances for career advancement than we do. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity. If we do not successfully integrate these or other new hires, it could impede or negatively impact our business operations and strategic direction including our sales execution, marketing and product development planning and implementation processes. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. In addition, as we move into new geographies, we will need to attract and recruit skilled personnel in those areas. We may face additional challenges in attracting, integrating and retaining international employees. If we are unable to attract, integrate and retain suitably qualified individuals who are capable of meeting our growing technical, operational, sales and managerial requirements, as well as executive leadership requirements, on a timely basis or at all, our business will be adversely affected.

Volatility or lack of positive performance in our stock price may also affect our ability to attract and retain our key employees. Certain senior management personnel and other key employees are vested in a substantial amount of stock or stock options. Employees may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or, conversely, if the exercise prices of the options that they hold are significantly above the market price of our common stock or the market price of our common stock decreases significantly, impacting the value of their unvested restricted stock unit awards. If we are unable to appropriately incentivize and retain our employees through equity compensation, or if we need to increase our compensation expenses in order to appropriately incentivize and retain our employees, our business, results of operations, financial condition and cash flows would be adversely affected.

We are dependent on the continued services and performance of our senior management and other key personnel, the loss of any of whom could adversely affect our business.

Our future success depends in large part on the continued contributions of our senior management and other key personnel. In particular, the leadership of key management personnel is critical to the successful management of our company, our ability to innovate and execute in the development and release of new products and features and our overall strategic direction. Our senior management and key personnel are all employed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without notice. The loss of any of our key management personnel could significantly delay or prevent the achievement of our development and strategic objectives and adversely affect our business. We do not maintain "key person" insurance for any member of our senior management team or any of our other key employees.

As customers demand products that provide business analytics delivered via a SaaS model, our business could be adversely affected.

We believe that companies increasingly expect that key software be provided through a SaaS model. We have used and expect to use our current cash or future cash flows to fund further development of our Tableau Online product, and we may encounter difficulties that cause our costs to exceed our current expectations. Moreover, as demand increases, we will need to make additional investments in related infrastructure such as public cloud platforms, data centers, network bandwidth and technical operations personnel. All of these investments could negatively affect our operating results. Even if we make these investments, we may be unsuccessful in achieving significant market acceptance of this product. Moreover, sales of current or future SaaS offerings by our competitors could adversely affect sales of all of our existing products. In addition, increasing sales of our SaaS offering could cannibalize license sales of our on-premises offerings to our existing and prospective customers, which could negatively impact our overall sales growth. The migration of our customers to a SaaS model would also change the manner in which we recognize revenue, which could adversely affect our operating results and business operations.

Our success is highly dependent on our ability to further penetrate the existing market for business analytics software as well as the growth and expansion of that market.

Although the overall market for business analytics software is well-established, the market for business analytics software like ours is relatively new, rapidly evolving and unproven. Our future success will depend in large

Table of Contents

part on our ability to further penetrate the existing market for business analytics software, as well as the continued growth and expansion of what we believe to be an emerging market for analytics solutions and platforms that are faster, easier to adopt, easier to use and more focused on self-service capabilities. It is difficult to predict customer adoption and renewal rates, customer demand for our products, the size, growth rate and expansion of these markets, the entry of competitive products or the success of new or existing competitive products. Our ability to further penetrate the existing market and any expansion of the emerging market depends on a number of factors, including the cost, performance and perceived value associated with our products, as well as customers' willingness to adopt a different approach to data analysis. Furthermore, many potential customers have made significant investments in legacy business analytics software systems and may be unwilling to invest in new software. If we are unable to further penetrate the existing market for business analytics software, the emerging market for self-service analytics solutions fails to grow or expand, or either of these markets decreases in size, our business, results of operations and financial condition would be adversely affected.

Our quarterly results of operations may fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict.

Our revenues and results of operations could vary significantly from quarter to quarter as a result of various factors, some of which are outside of our control:


•	the timing of satisfying revenue recognition criteria, particularly with regard to large enterprise license agreements;


•	the transition from perpetual license transactions to term and subscription license transactions; which have lower unit sales prices than comparable perpetual licenses;


•	the expansion of our customer base;


•	the renewal of subscription and maintenance agreements with, and sales of additional products to, existing customers;


•	seasonal variations in our sales, which have generally historically been highest in the fourth quarter of a calendar year and lowest in the first quarter;


•	customers that desire single-year versus multi-year subscription agreements;


•	the size, timing and terms of our license sales to both existing and new customers;


•	changes in the mix of term and subscription license sales versus perpetual license sales;


•	the mix of direct sales versus sales through our indirect sales channels;


•	the introduction of products and product enhancements, or the threat of such introduction, by existing competitors or new entrants into our market, and changes in pricing for products offered by us or our competitors;


•	customers delaying purchasing decisions in anticipation of new products or product enhancements by us or our competitors or otherwise;


•	changes in customers' budgets;


•	customer acceptance of and willingness to pay for new versions of our products;


•	cyber-attacks or incidents; and


•	general economic and political conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers operate.

Additional factors include:


•	costs related to the hiring, training and retention of our direct sales force;


•	the timing and growth of our business, in particular through our hiring of new employees and international expansion;


•	seasonal variations related to sales and marketing and other activities, such as expenses related to our annual customer conferences;


•	our ability to control costs, including our operating expenses; and


•	tax consequences, such as those related to changes in tax rates, tax laws or their interpretations and the related application of judgment in determining our global provision for income taxes, deferred tax assets or deferred tax liabilities.

Any one of these or other factors discussed elsewhere in this report may result in fluctuations in our revenues and operating results, meaning that quarter-to-quarter comparisons of our revenues, results of operations and cash flows may not necessarily be indicative of our future performance.

We may not be able to accurately predict our future revenues or results of operations. Our license revenues in particular can be impacted by short-term shifts in customer demand and spending as license revenues from perpetual and on-premises term license sales are generally recognized upfront. As a result, a large percentage of

Table of Contents

the revenues we recognize each quarter has been attributable to sales made in the last month of that same quarter, limiting our ability to forecast revenues on a quarterly or longer-term basis. In addition, we base our current and future expense levels on our operating plans and sales forecasts, and our operating expenses are expected to be relatively fixed in the short term. Accordingly, we may not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in revenues, and even a small shortfall in revenues could disproportionately and adversely affect our financial results for that quarter. The variability and unpredictability of these and other factors could result in our failing to meet or exceed financial expectations for a given period.

Our growth depends on being able to expand our direct sales force successfully.

In order to increase our revenues and profitability, we must increase the size of our direct sales force, both in the United States and internationally, to generate additional revenues from new and existing customers. We intend to further increase our number of direct sales professionals.

We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of direct sales personnel to support our growth. New hires require significant training and may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, as we continue to grow, a large percentage of our sales force may be new to our company and our products, which may adversely affect our sales if we cannot train our sales force quickly or effectively. Attrition rates may increase, and we may face integration challenges as we continue to seek to expand our sales force. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, our business will be adversely affected.

We have been growing and expect to continue to invest in our growth for the foreseeable future. If we fail to manage this growth effectively, our business and results of operations will be adversely affected.

We intend to continue to grow our business. For example, we plan to continue to hire new employees, particularly in our sales and engineering groups including independent contributors, managers and group leaders. If we cannot adequately train these new employees, including our direct sales force, our sales productivity could be impacted, or our customers may lose confidence in the knowledge and capability of our employees. In addition, we are expanding internationally, establishing operations in additional countries outside the United States, and we intend to make substantial investments to continue our international expansion efforts. We must successfully manage our growth to achieve our objectives. Although our business has experienced significant growth in the past, we cannot provide any assurance that our business will continue to grow at any particular rate, or at all.

Our ability to effectively manage the growth of our business will depend on a number of factors, including our ability to do the following:


•	effectively recruit, integrate, train and motivate a large number of new employees, including our direct sales force, while retaining existing employees, maintaining the beneficial aspects of our corporate culture and effectively executing our business plan;


•	satisfy existing customers and attract new customers;


•	successfully innovate and introduce new products and enhancements in a timely manner;


•	continue to improve our operational, financial and management controls;


•	protect and further develop our strategic assets, including our intellectual property rights; and


•	make sound business decisions in light of the scrutiny associated with operating as a public company.

These activities will require significant capital expenditures and allocation of valuable management and employee resources, and our growth will continue to place significant demands on our management and our operational and financial infrastructure.

Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth. There are no guarantees we will be able to do so in an efficient or timely manner, or at all. In particular, any failure to successfully implement new systems and/or enhancements and improvements to existing systems necessary to scale the business or adopt new accounting or other compliance requirements will likely negatively impact our ability to manage our expected growth (including the speed and efficiency of such growth), ensure uninterrupted operation of key business systems and comply with the rules and regulations that are applicable to public reporting companies. Moreover, if we do not effectively manage the growth

Table of Contents

of our business and operations, the quality of our software could suffer, which could negatively affect our brand, results of operations and overall business.

If we are unable to attract new customers and expand sales to existing customers, both domestically and internationally, our growth could be slower than we expect and our business may be harmed.

Our future growth depends in part upon increasing our customer base. Our ability to achieve growth in revenues in the future will depend, in large part, upon the effectiveness of our marketing efforts, both domestically and internationally, and our ability to attract new customers. This may be particularly challenging where an organization has already invested substantial personnel and financial resources to integrate traditional business intelligence products into its business, as such organization may be reluctant or unwilling to invest in a new product. If we fail to attract new customers and maintain and expand those customer relationships, our revenues could grow more slowly than expected, and our business could be harmed.

Our future growth also depends upon expanding sales of our products to and renewing license and maintenance agreements with existing customers and their organizations. This includes customers of all sizes and scales. If our customers do not purchase additional licenses or capabilities, our revenues may grow more slowly than expected, may not grow at all or may decline. Additionally, increasing incremental sales to our current customer base requires increasingly sophisticated and costly sales efforts that are targeted at senior management. There can be no assurance that our efforts would result in expanding sales to existing customers and additional revenues. If our expansion sales efforts to our customers are not successful, our business would suffer. Our software is currently licensed and sold under term, subscription and perpetual license agreements, and we are currently transitioning to a more subscription-based business model. Due to the differences in unit sales prices of perpetual versus term or subscription license sales, shifts in the mix of term and subscription license sales could produce significant variations in the revenue we recognize in a given period. In addition, all of our maintenance services agreements are sold on a term basis. In order for us to grow our revenues and increase profitability, it is important that our existing customers renew their maintenance services agreements and their term licenses, if applicable, when the initial contract term expires. Our customers have no obligation to renew their term licenses or maintenance services contracts with us after the initial terms have expired. Our customers' renewal rates may decline or fluctuate as a result of a number of factors, including their satisfaction or dissatisfaction with our software or professional services, our pricing or pricing structure, the pricing or capabilities of products or services offered by our competitors, the effects of economic conditions, or reductions in our customers' spending levels. If our customers do not renew their agreements with us, or renew on terms less favorable to us, our revenues may decline.

Our international operations subject us to potentially adverse tax consequences.

We generally conduct our international operations through wholly-owned subsidiaries, branches and representative offices and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Such corporate structures are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our positions were not sustained, we could be required to pay additional taxes, interest and penalties, resulting in higher effective tax rates, reduced cash flows and lower overall profitability of our operations. Additionally, our future worldwide tax rate and financial position may be affected by changes in the relevant tax laws, interpretation of such tax laws or the influence of certain tax policy efforts of the European Union and the OECD.

Breaches in our security, cyber-attacks or other cyber-risks could expose us to significant liabilities and cause our business and reputation to suffer.

Our operations involve transmission and processing of our customers' confidential, proprietary and sensitive information including, in some cases, personally identifiable information and credit card information. We have legal and contractual obligations to protect the confidentiality and appropriate use of customer data. Despite our security measures, our information technology and infrastructure may be vulnerable to security risks, including but not limited to, unauthorized access to use or disclosure of customer data, theft of proprietary information, employee error or misconduct, denial of service attacks, loss or corruption of customer data, and computer hacking attacks or other cyber-attacks. Such events could expose us to substantial litigation expenses and damages, indemnity and other contractual obligations, government fines and penalties, mitigation expenses and other liabilities. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until successfully launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market

Table of Contents

perception of the effectiveness of our security measures could be harmed, our brand and reputation could be impacted, we could lose potential sales and existing customers, our ability to operate our business could be impaired, and we may incur significant liabilities. Moreover, failure to maintain effective internal accounting controls related to data security breaches and cybersecurity in general could impact our ability to produce timely and accurate financial statements and could subject us to regulatory scrutiny.

Our failure to adequately protect personal or sensitive information or to comply with data protection laws could have a material adverse effect on our business.

A wide variety of local, state, national and international laws, directives and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal or sensitive data. These data protection and privacy-related laws and regulations continue to evolve and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions and increased costs of compliance. Our failure to comply with applicable laws and regulations, or to protect such data, could result in enforcement actions against us, including fines, imprisonment of company officials and public censure, claims for damages by stockholders, end-customers and other affected individuals, damage to our reputation and loss of goodwill (in relation to stockholders, existing end-customers and prospective end-customers), any of which could have a material adverse effect on our operations, financial performance and business. Changing definitions of personal data, sensitive data and personal information, within the European Union, the United States and elsewhere, especially relating to classification of IP addresses, machine identification, location data and other information, may limit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of data.

For example, on June 28, 2018, California enacted the California Consumer Privacy Act ("CCPA"), which takes effect on January 1, 2020. The CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing and receive detailed information about how their personal information is used. The CCPA also expands the definition of personal information used in most existing U.S. privacy laws. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches. The CCPA may increase our compliance costs and potential liability.

In the European Union, the General Data Protection Regulation ("GDPR") took effect on May 25, 2018, introducing new data protection requirements. The GDPR introduces strict requirements for processing personal data, including potentially burdensome documentation requirements, more stringent requirements for obtaining valid consent, obligations to honor expanded rights of individuals to control the use and retention of their personal data and requirements to notify regulators and affected individuals of certain personal data breaches. The GDPR has increased our responsibility and potential liability in relation to personal data that we process both on our own behalf and on behalf of our customers, increased our compliance costs and could restrict our operations in Europe.

Our products use third-party software and services that may be difficult to replace or cause errors or failures of our products that could lead to a loss of customers or harm to our reputation and our operating results.

We license third-party software and depend on services from various third parties for use in our products. In the future, this software or these services may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of the software or services could result in decreased functionality of our products until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated, which could harm our business. In addition, any errors or defects in or failures of the third-party software or services could result in errors or defects in our products or cause our products to fail, which could harm our business and be costly to correct. Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our customers or third-party providers that could harm our reputation and increase our operating costs.

We will need to maintain our relationships with third-party software and service providers and to obtain software and services from such providers that do not contain any errors or defects. Any failure to do so could adversely impact our ability to deliver effective products to our customers and could harm our operating results.

Table of Contents

If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.

We believe that our corporate culture has been a critical component to our success. We have invested and continue to invest substantial time and resources in building our team and fostering a diverse and inclusive work environment. As we grow and mature as a public company, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to recruit and retain personnel and effectively focus on and pursue our corporate objectives.

Our success depends on our ability to maintain and expand our indirect sales channels.

Historically, we have used indirect sales channel partners, such as OEMs, technology partners, systems integrators and resellers. Indirect sales channel partners are becoming an increasingly important aspect of our business. Our future growth in revenues and profitability depends in part on our ability to identify, establish and retain successful channel partner relationships, which will take significant time and resources and involve significant risk.

We cannot be certain that we will be able to identify suitable indirect sales channel partners. To the extent we do identify such partners, we will need to negotiate the terms of a commercial agreement with them under which the partner would distribute our products. We cannot be certain that we will be able to negotiate commercially-attractive terms with any channel partner, if at all. In addition, all channel partners must be trained to distribute our products. In order to develop and expand our distribution channel, we must develop and improve our processes for channel partner introduction and training.

We also cannot be certain that we will be able to maintain successful relationships with any channel partners. These channel partners may not have an exclusive relationship with us and may offer customers the products of several different companies, including products that compete with ours. With or without an exclusive relationship, we cannot be certain that they will prioritize or provide adequate resources for selling our products. A lack of support by any of our channel partners may harm our ability to develop, market, sell or support our products, as well as harm our brand. There can be no assurance that our channel partners will comply with the terms of our commercial agreements with them, including for example compliance with the U.S. Foreign Corrupt Practices Act and U.S. export and trade controls, or will continue to work with us when our commercial agreements with them expire or are up for renewal. If we are unable to maintain our relationships with these channel partners, or these channel partners fail to live up to their contractual obligations, our business, results of operations and financial condition could be harmed.

Our long-term growth depends in part on being able to expand internationally on a profitable basis.

Historically, we have generated a substantial majority of our revenues from customers inside the United States and Canada. For example, approximately 70% of our revenues for the six months ended June 30, 2019 were derived from sales within the United States and Canada. We plan to continue to expand our international operations as part of our growth strategy. Our international operations subject us to a variety of risks and challenges, including:


•	increased personnel, travel, infrastructure, legal compliance and regulation costs associated with having multiple international operations;


•	management communication and integration problems resulting from geographic dispersion and language and cultural differences;


•	sales and customer service challenges associated with operating in different countries;


•	increased reliance on indirect sales channel partners outside the United States;


•	longer payment cycles and difficulties in collecting accounts receivable or satisfying revenue recognition criteria, especially in emerging markets;


•	increased financial accounting and reporting burdens and complexities;


•	general economic or political conditions in each country or region;


•	economic uncertainty around the world and adverse effects arising from economic interdependencies across countries and regions;


•	uncertainty around how the United Kingdom's vote to exit the European Union, commonly referred to as "Brexit," will impact the United Kingdom's access to the European Union Single Market, the related regulatory environment, the global economy and the resulting impact on our business;


•	compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations;


•	compliance with laws and regulations for foreign operations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, import and export control laws, tariffs, trade barriers, economic

Table of Contents

sanctions and other regulatory or contractual limitations on our ability to sell our software in certain foreign markets and the risks and costs of non-compliance;


•	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;


•	fluctuations in currency exchange rates and related effects on our results of operations;


•	difficulties in transferring or, if we determine to do so, repatriating funds from or converting currencies in certain countries;


•	the need for localized software and licensing programs;


•	reduced protection for intellectual property rights in certain countries and practical difficulties and costs of enforcing rights abroad; and


•	compliance with the laws of numerous foreign taxing jurisdictions and overlapping of different tax regimes.

Any of these risks could adversely affect our international operations, reduce our international revenues or increase our operating costs, adversely affecting our business, results of operations and financial condition and growth prospects.

For example, compliance with laws and regulations applicable to our international operations increases our cost of doing business in foreign jurisdictions. We may be unable to keep current with changes in government requirements as they change from time to time. Failure to comply with these regulations could have adverse effects on our business. In addition, in many foreign countries it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. laws and regulations applicable to us. As we grow, we continue to implement compliance procedures designed to prevent violations of these laws and regulations. There can be no assurance that all of our employees, contractors, indirect sales channel partners and agents will comply with the formal policies we will implement, or applicable laws and regulations. Violations of laws or key control policies by our employees, contractors, channel partners or agents could result in delays in revenue recognition, financial reporting misstatements, fines, penalties, or the prohibition of the importation or exportation of our software and services and could have a material adverse effect on our business and results of operations.

We are obligated to develop and maintain proper and effective internal control over financial reporting. These internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.

We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We are also required to have our independent registered public accounting firm issue an opinion on the effectiveness of our internal control over financial reporting on an annual basis. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.

If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

Our business is highly dependent upon our brand recognition and reputation, and the failure to maintain or enhance our brand recognition or reputation would likely adversely affect our business and results of operations.

We believe that maintaining and enhancing the Tableau brand identity and our reputation are critical to our relationships with our customers, including our user community, and channel partners and to our ability to attract new customers and channel partners. We also believe that the importance of our brand recognition and reputation will continue to increase as competition in our market continues to develop. Our success in this area will depend on a wide range of factors, some of which are beyond our control, including the following:


•	the efficacy of our marketing efforts;


•	our ability to continue to offer high-quality, innovative and error- and bug-free products;


•	our ability to retain existing customers and obtain new customers;


•	our ability to maintain high customer satisfaction;


•	the quality and perceived value of our products;

Table of Contents


•	our ability to successfully differentiate our products from those of our competitors;


•	actions of our competitors and other third parties;


•	our ability to provide customer support and professional services;


•	any misuse or perceived misuse of our products;


•	positive or negative publicity;


•	interruptions, delays or attacks on our website; and


•	litigation- or regulatory-related developments.

Our brand promotion activities may not be successful or yield increased revenues.

Independent industry analysts often provide reviews of our products, as well as those of our competitors, and perception of our products in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of our competitors' products and services, our brand may be adversely affected.

Furthermore, negative publicity, whether or not justified, relating to events or activities attributed to us, our employees, our partners or others associated with any of these parties, may tarnish our reputation and reduce the value of our brand. Damage to our reputation and loss of brand equity may reduce demand for our products and have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rebuild our reputation and restore the value of our brand may be costly and time consuming, and such efforts may not ultimately be successful.

Economic uncertainties or downturns could materially adversely affect our business.

Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, the continued sovereign debt crisis, potential future government shutdowns, the U.S. government's failure to raise the debt ceiling, financial and credit market fluctuations (including changes in interest rates), the imposition of trade barriers and restrictions such as tariffs, political deadlock, natural catastrophes, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including corporate spending on business analytics software in general and negatively affect the rate of growth of our business.

The inability of legislators to pass additional short- or longer-term spending bills could lead to additional shutdowns or other disruptions. In addition, general worldwide economic conditions could experience significant downturns and instability, including as a result of changes in global trade policies, such as Brexit developments in the United Kingdom, trade disputes and increased tariffs between the United States and China, or other political or economic developments. For example, Brexit has created substantial economic and political uncertainty, the impact of which depends on the terms of the United Kingdom’s withdrawal from the European Union. This uncertainty may cause some of our customers or potential customers to curtail spending and may ultimately result in new regulatory and cost challenges to our United Kingdom and global operations. These conditions make it extremely difficult for our customers and us to forecast and plan future business activities accurately, and they could cause our customers to reevaluate their decisions to purchase our products, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. In addition, Brexit may impact our ability to hire and retain qualified employees in the United Kingdom. Furthermore, during challenging economic times and/or during times of rising interest rates, our customers may tighten their budgets and face issues in gaining timely access to sufficient and/or affordable credit, which could result in an impairment of their ability to make timely payments to us. In turn, we may be required to increase our allowance for doubtful accounts, which would adversely affect our financial results.

To the extent purchases of our software are perceived by customers and potential customers to be discretionary, our revenues may be disproportionately affected by delays or reductions in general information technology spending. Also, customers may choose to develop in-house software as an alternative to using our products. Moreover, competitors may respond to market conditions by lowering prices and attempting to lure away our customers. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our software.

We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or industries in which we operate do not improve, or worsen from present levels, our business, results of operations, financial condition and cash flows could be adversely affected.

Table of Contents

Failure to protect our intellectual property rights could adversely affect our business.

Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop or license under patent and other intellectual property laws of the United States, so that we can prevent others from using our inventions and proprietary information. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology, and our business might be adversely affected. However, defending our intellectual property rights might entail significant expenses. Any of our patent rights, copyrights, trademarks or other intellectual property rights may be challenged by others, weakened or invalidated through administrative process or litigation.

As of June 30, 2019 , we had 45 issued U.S. patents covering our technology and 97 patent applications pending for examination in the United States. Internationally as of June 30, 2019 , we had two issued patents in Australia and 26 pending patent applications, including filings at the European Patent Office and in Canada, Australia, China, Brazil, Greece and Japan. The patents that we own or license from others (including those that have issued or may issue in the future) may not provide us with any competitive advantages or may be challenged by third parties, and our patent applications may never be granted.

Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Even if issued, there can be no assurance that these patents will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are uncertain.

Any patents that are issued may subsequently be invalidated or otherwise limited, allowing other companies to develop offerings that compete with ours, which could adversely affect our competitive business position, business prospects and financial condition. In addition, issuance of a patent does not guarantee that we have a right to practice the patented invention. Patent applications in the United States are typically not published until 18 months after filing or, in some cases, not at all, and publications of discoveries in industry-related literature lag behind actual discoveries. We cannot be certain that third parties do not have blocking patents that could be used to prevent us from marketing or practicing our patented software or technology.

Effective patent, trademark, copyright and trade secret protection may not be available to us in every country in which our software is available. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States (in particular, some foreign jurisdictions do not permit patent protection for software), and mechanisms for enforcement of intellectual property rights may be inadequate. Additional uncertainty may result from changes to intellectual property legislation enacted in the United States, including the recent America Invents Act, and other national governments and from interpretations of the intellectual property laws of the United States and other countries by applicable courts and agencies. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.

We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although we endeavor to enter into non-disclosure agreements with our employees, licensees and others who may have access to this information, we cannot assure you that these agreements or other steps we have taken will prevent unauthorized use, disclosure or reverse engineering of our technology. Moreover, third parties may independently develop technologies or products that compete with ours, and we may be unable to prevent this competition.

We spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing. Additionally, we may provoke third parties to assert counterclaims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially viable. Any litigation, whether or not resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which may adversely affect our business, results of operations, financial condition and cash flows.

Table of Contents

We may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.

Companies in the software and technology industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. The litigation may involve patent holding companies or other adverse patent owners that have no relevant product revenues and against which our patents may therefore provide little or no deterrence. We have received, and may in the future receive, notices that claim we have misappropriated, misused, or infringed other parties' intellectual property rights, and, to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement claims, which is not uncommon with respect to the business analytics software market.

There may be third-party intellectual property rights, including issued or pending patents that cover significant aspects of our technologies or business methods. Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate and could divert our management's attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in our having to stop using technology found to be in violation of a third party's rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses. As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for any infringing aspect of our business, we would be forced to limit or stop sales of our software and may be unable to compete effectively. Any of these results would adversely affect our business, results of operations, financial condition and cash flows.

Our use of open source software could negatively affect our ability to sell our software and subject us to possible litigation.

We use open source software in our software and expect to continue to use open source software in the future. We may face claims from others claiming ownership of, or seeking to enforce the license terms applicable to such open source software, including by demanding release of the open source software, derivative works or our proprietary source code that was developed using such software. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations. In addition, if the license terms for the open source code change, we may be forced to re-engineer our software or incur additional costs. Finally, we cannot assure you that we have not incorporated open source software into our software in a manner that may subject our proprietary software to an open source license that requires disclosure, to customers or the public, of the source code to such proprietary software. Any such disclosure would have a negative effect on our business and the value of our software.

We are and may be subject to disputes and litigation for a variety of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively impact our business.

In addition to intellectual property disputes, we are subject to other claims arising from our normal business activities. These include claims, lawsuits or proceedings involving labor and employment, wage and hour, commercial agreements, alleged securities laws violations or other investor claims and other matters. The outcome of any disputes or litigation, regardless of its merits, is inherently uncertain. Any claims and lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention and resources and lead to attempts on the part of other parties to pursue similar claims. Any adverse determination related to litigation could require us to change our technology or our business practices, pay monetary damages or enter into royalty or licensing arrangements, which could adversely affect our results of operations and cash flows, harm our reputation or otherwise negatively impact our business.

Our success depends in part on maintaining and increasing our sales to customers in the public sector.

We derive a portion of our revenues from contracts with federal, state, local and foreign governments and agencies, and we believe that the success and growth of our business will continue to depend on our successful procurement of government contracts. Selling to government entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that our efforts will produce any sales. Factors that could impede our ability to maintain or increase the amount of revenues derived from government contracts include:

Table of Contents


•	changes in fiscal or contracting policies;


•	decreases in available government funding;


•	changes in government programs or applicable requirements;


•	the adoption of new laws or regulations or changes to existing laws or regulations;


•	potential delays or changes in the government appropriations or other funding authorization processes;


•	governments and governmental agencies requiring contractual terms that are unfavorable to us, such as most-favored-nation pricing provisions; and


•	delays in the payment of our invoices by government payment offices.

The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from purchasing our software in the future or otherwise have an adverse effect on our business, results of operations, financial condition and cash flows.

Further, to increase our sales to customers in the public sector, we must comply with laws and regulations relating to the formation, administration, performance and pricing of contracts with the public sector, including U.S. federal, state and local governmental bodies, which affect how we and our channel partners do business in connection with governmental agencies. These laws and regulations may impose added costs on our business, and failure to comply with these laws and regulations or other applicable requirements, including non-compliance in the past, could lead to claims for damages from our channel partners or government customers, penalties, termination of contracts, loss of intellectual property rights and temporary suspension or permanent debarment from government contracting. Any such damages, penalties, disruptions or limitations in our ability to do business with the public sector could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Acquisitions could disrupt our business and adversely affect our results of operations, financial condition and cash flows.

The Merger Agreement with Salesforce provides for certain restrictions on our activities until the effective time of the merger or until the Merger Agreement is terminated, including restrictions on our ability to acquire any business. However, in the future, we may make acquisitions that could be material to our business, results of operations, financial condition and cash flows. Acquisitions involve many risks, including the following:

•

an acquisition may negatively affect our results of operations, financial condition or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, including potential write- downs of deferred revenues, 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;


•	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;


•	an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;


•	an acquisition may result in a delay or reduction of customer purchases for both us and the company we acquired due to customer uncertainty about continuity and effectiveness of service from either company;


•	we may encounter difficulties in, or may be unable to, successfully sell any acquired products;


•	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;


•	challenges inherent in effectively managing an increased number of employees in diverse locations;


•	the potential strain on our financial and managerial controls and reporting systems and procedures;


•	potential known and unknown liabilities or deficiencies associated with an acquired company that were not identified in advance;


•	our use of cash to pay for acquisitions would limit other potential uses for our cash and affect our liquidity;


•	if we incur debt to fund such acquisitions, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants;


•	the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions;

Table of Contents


•	to the extent that we issue a significant amount of equity or convertible debt securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease; and


•	managing the varying intellectual property protection strategies and other activities of an acquired company.

We may not succeed in addressing these or other risks or any other problems encountered in connection with the integration of any acquired business. The inability to integrate successfully the business, technologies, products, personnel or operations of any acquired business, or any significant delay in achieving integration, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Governmental export or import controls could limit our ability to compete in foreign markets and subject us to liability if we violate them.

Our products are subject to U.S. export controls, and we incorporate encryption technology into certain of our products. These products and the underlying technology may be exported only with the required export authorizations, including by license, a license exception or other appropriate government authorizations. U.S. export controls may require submission of an encryption registration, product classification and annual or semi-annual reports. Governmental regulation of encryption technology and regulation of imports or exports of encryption products, or our failure to obtain required import or export authorization for our products, when applicable, could harm our international sales and adversely affect our revenues. Compliance with applicable regulatory requirements regarding the export of our products, including with respect to new releases of our software, may create delays in the introduction of our product releases in international markets, prevent our customers with international operations from deploying our products or, in some cases, prevent the export of our products to some countries altogether. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments and persons targeted by U.S. sanctions. If we fail to comply with export and import regulations and such economic sanctions, we may be fined or other penalties could be imposed, including a denial of certain export privileges. Moreover, any new export or import restrictions, new legislation or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons or technologies targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. Any decreased use of our products or limitation on our ability to export or sell our products would likely adversely affect our business, financial condition and results of operations.

Determining our income tax rate is complex and subject to uncertainty.

The computation of the provision for income taxes is complex, as it is based on the laws of numerous taxing jurisdictions and requires significant judgment in the application of complicated rules governing accounting for income tax provisions under GAAP. Our provision for income taxes for interim quarters is generally based on numerous assumptions and a forecast of our U.S. and non-U.S. effective tax rates for the year, which includes estimates of profits and losses by jurisdiction. Various items cannot be accurately forecasted and future events may be treated as discrete to the period in which they occur. Our provision for income taxes can be materially impacted by many factors including the geographical mix of our profits and losses, changes in our business, such as internal restructuring and acquisitions, changes in tax laws and accounting guidance and other regulatory, legislative or judicial developments, tax audit determinations, changes in our uncertain tax positions, changes in our intent and capacity to permanently reinvest foreign earnings, changes to our transfer pricing practices, tax deductions attributed to equity compensation and changes in our need for a valuation allowance for deferred tax assets. Any estimates and assumptions of these matters may turn out to be incorrect. For these reasons, our overall global tax rate may be materially different than our forecast. In certain circumstances we may use the actual year to date effective tax rate as our best estimate for the computation of the provision for income taxes. This may include periods where estimating a reliable annual effective tax rate is difficult because even small changes in forecasted results can produce significant changes to the annual effective tax rate.

We may have additional tax liabilities, which could harm our business, operating results, financial condition and prospects.

Significant judgments and estimates are required in determining the provision for income taxes and other tax liabilities. Our tax expense may be impacted if our intercompany transactions, which are required to be computed on an arm's-length basis, are challenged and successfully disputed by the taxing authorities. Also, our tax expense could be impacted depending on the applicability of withholding taxes and other indirect taxes on software licenses and related intercompany transactions in certain jurisdictions. In determining the adequacy of income taxes, we assess the likelihood of adverse outcomes that could result if our tax positions were challenged by the

Table of Contents

Internal Revenue Service ("IRS") and other taxing authorities. The taxing authorities in the United States and other countries where we do business regularly examine our income and other tax returns. The ultimate outcome of any tax examination cannot be predicted with certainty. Should the IRS or other taxing authorities assess additional taxes as a result of an examination, we may be required to record charges to our operations.

Our tax rate may vary significantly depending on our stock price.

The tax effects of the accounting for stock-based compensation may significantly impact our effective tax rate from period to period. In periods in which our stock price is higher than the grant price of the stock-based compensation vesting in that period, we will recognize excess tax benefits that will decrease our effective tax rate. In future periods in which our stock price is lower than the grant price of the stock-based compensation vesting in that period, our effective tax rate may increase. The amount and value of stock-based compensation issued relative to our earnings in a particular period will also affect the magnitude of the impact of stock-based compensation on our effective tax rate. These tax effects are dependent on our stock price, which we do not control, and a decline in our stock price could significantly increase our effective tax rate and adversely affect our financial results.

Natural or man-made disasters and other similar events may significantly disrupt our business and negatively impact our results of operations and financial condition.

Any of our facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks and power outages, which may render it difficult or impossible for us to operate our business for some period of time. Our facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in our operations could negatively impact our business and results of operations and harm our reputation. In addition, we may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our business, results of operations and financial condition. In addition, the facilities of significant customers or major strategic partners may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or material adverse effects on our business.

Changes in financial accounting standards may cause adverse and unexpected impacts to our reported results of operations and financial condition.

We prepare our financial statements in conformity with GAAP. These accounting principles are subject to interpretation or changes by the FASB and the SEC. New accounting pronouncements and varying interpretations of accounting standards and practices have occurred in the past and are expected to occur in the future. A change in accounting standards or practices could harm our operating results, reduce the comparability of our historical results and may even affect our reporting of transactions completed before the change is effective. An example of new accounting pronouncements is the new lease accounting standard, ASC 842. As discussed in Note 2 of the accompanying notes to the condensed consolidated financial statements, we adopted ASC 842 on January 1, 2019 using the modified retrospective transition method, and recorded a balance sheet adjustment on the date of adoption. This change or other changes to existing rules may harm our operating results and affect the comparability of our operating results and financial condition from period to period .

If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.

The majority of our sales contracts have historically been denominated in U.S. dollars. A strengthening of the U.S. dollar could increase the real cost of our software to our customers outside of the United States, which could adversely affect our business, results of operations, financial condition and cash flows. As we continue to expand our international operations, we could have more sales contracts denominated in currencies other than the U.S. dollar, which would increase our exposure to the effects of foreign currency rate fluctuations. In addition, we incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported results of operations. Developments such as changes in U.S. trade policies and the outcome of the Brexit referendum have caused, and continue to cause, significant volatility in global stock markets and currency exchange rate fluctuations. We currently do not hedge our exposure to foreign currency exchange risks by engaging in foreign exchange hedging transactions, although we may do so in the future.

We are exposed to collection and credit risks, which could impact our operating results.

Our accounts receivable and contract assets are subject to collection and credit risks. These assets may include upfront purchase commitments for multiple years of subscription-based software licenses and maintenance

Table of Contents

services, which may be invoiced over multiple reporting periods increasing these risks. For example, our operating results may be impacted by significant bankruptcies among customers, which could negatively impact our revenues and cash flows. Although we have processes in place that are designed to monitor and mitigate these risks, we cannot guarantee these programs will be effective . If we are unable to adequately control these risks, our business, operating results and financial condition could be harmed.

Adverse economic or market conditions may harm our business or impact our investment portfolio.

We maintain an investment portfolio of various holdings, types and maturities. These investments are subject to general credit, liquidity, market and interest rate risks, which may be exacerbated by unusual events that affect global financial markets. A significant part of our investment portfolio comprises U.S. government securities. If global credit and equity markets decline for long periods, or if there is a downgrade of the U.S. government credit rating due to an actual or threatened default on government debt, our investment portfolio may be adversely affected and we could determine that more of our investments have experienced an other-than-temporary decline in fair value, requiring impairment charges that could adversely affect our financial results.

We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.

We intend to continue to make substantial investments to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our software, improve our operating infrastructure or acquire or develop complementary businesses and technologies. As a result, we may need to engage in equity or debt financings to provide the funds required for these and other business endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may have a material adverse effect on our business, operating results, financial condition and prospects.

Risks Related to Ownership of Our Class A Common Stock

Our stock price has been and will likely continue to be volatile or may decline regardless of our operating performance, resulting in the potential for substantial losses for our stockholders.

The trading price for shares of our Class A common stock has been, and is likely to continue to be, volatile for the foreseeable future. For example, our Class A common stock's daily closing price on the New York Stock Exchange ranged from $96.39 to $176.14 during the 12-month period ended July 29, 2019 . On July 29, 2019 , the closing price of our Class A common stock was $172.18.

The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors listed below and other factors described in this "Risk Factors" section:


•	the likelihood, timing, and/or execution of the potential merger with Salesforce;


•	actual or anticipated fluctuations in our results of operations;


•	the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;


•	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 on a quarterly basis;


•	ratings changes by any securities analysts who follow our company;


•	announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;


•	changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;

Table of Contents


•	price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;


•	changes in our board of directors or management;


•	sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;


•	lawsuits threatened or filed against us;


•	short sales, hedging and other derivative transactions involving our capital stock;


•	general economic and political conditions in the United States and abroad;


•	cyber-attacks or incidents; and


•	other events or factors, including those resulting from war, incidents of terrorism or responses to these events.

In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. We are currently subject to securities and derivative litigation as further described in Part II, Item 1. Legal Proceedings of this report. Involvement in such securities litigation can subject us to substantial costs, divert resources and the attention of management from our business and, in the event that such legal proceedings were to result in unfavorable outcomes, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Substantial future sales of shares of our Class A common stock could cause the market price of our Class A common stock to decline.

Sales of a substantial number of shares of our Class A common stock into the public market, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our common stock.

In addition, as of June 30, 2019 , we had options outstanding that, if fully exercised, would result in the issuance of approximately 0.1 million and 0.8 million shares of Class A and Class B common stock, respectively. Our Class B common stock converts into Class A common stock on a one-for-one basis. All of the shares of Class A common stock issuable upon the exercise of options (or upon conversion of shares of Class B common stock issued upon the exercise of options) have been registered for public resale under the Securities Act of 1933, as amended. Accordingly, these shares will be able to be freely sold in the public market upon issuance as permitted by any applicable vesting requirements.

Future sales and issuances of our capital stock or rights to purchase capital stock could result in dilution of the percentage ownership of our stockholders and could cause our stock price to decline.

We may issue additional securities in the future. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell Class A common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our Class A common stock.

If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.

The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. We do not have any control over these analysts or their expectations regarding our performance on a quarterly or annual basis. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If we fail to meet one or more of these analysts' published expectations regarding our performance on a quarterly basis, our share price or trading volume could decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.

Table of Contents

The dual class structure of our common stock and the existing ownership of capital stock by our founders have the effect of concentrating voting control with our founders for the foreseeable future, which will limit the ability of our other investors to influence corporate matters.

Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. As of June 30, 2019 , the holders of shares of Class B common stock collectively beneficially owned shares representing approximately 57% of the voting power of our outstanding capital stock. Our founders collectively beneficially owned shares representing a majority of the voting power of our outstanding capital stock as of that date. Consequently, the holders of Class B common stock, including our founders, collectively control all matters submitted to our stockholders for approval. This concentrated control limits the ability of our other investors to influence corporate matters. For example, these stockholders control elections of directors, amendments of our certificate of incorporation or bylaws, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans, and approval of any merger or sale of assets for the foreseeable future. This control may adversely affect the market price of our Class A common stock.

Concurrently with the execution of the Merger Agreement, company co-founders Christian Chabot, Patrick Hanrahan and Christopher Stolte entered into a Letter Agreement with Salesforce and Purchaser, pursuant to which Messrs. Chabot, Hanrahan and Stolte agreed, among other things, to convert all of their shares of Class B Common Stock into shares of Class A Common Stock, which in the aggregate represent approximately 12% of the outstanding shares of our Common Stock, prior to the expiration of the Offer, subject to the terms and conditions of the Letter Agreement, including receipt from Salesforce of a notice specifying that all of the conditions to the Offer have been either satisfied or waived by Salesforce and Purchaser. The Letter Agreement terminates upon certain events, including the termination of the Merger Agreement in accordance with its terms.

Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long-term, which may include our founders.

The requirements of being a public company may strain our resources, divert management's attention and affect our ability to attract and retain additional executive management and qualified board members.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the New York Stock Exchange and other applicable securities rules and regulations. These laws, regulations and standards are subject to varying interpretations, and their application in practice may evolve over time as regulatory and governing bodies issue revisions to, or new interpretations of, these public company requirements. Such changes could result in continuing uncertainty regarding compliance matters and higher legal and financial costs necessitated by ongoing revisions to disclosure and governance practices. We will continue to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

Being a public company under these rules and regulations has made it more expensive for us to obtain director and officer liability insurance, and in the future we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified executive officers or members of our board of directors, particularly to serve on our audit and compensation committees.

As a result of the disclosures within our filings with the SEC, information about our business and our financial condition is available to competitors and other third parties, which may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected. Even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and results of operations.

Table of Contents

We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our Class A or Class B common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.

Our share repurchase program may not achieve its objective to enhance long-term stockholder value and could increase the volatility of our stock price.

On November 1, 2016, we announced that our board of directors approved a stock repurchase program, under which we may repurchase up to $200 million of our outstanding Class A common stock. On April 26, 2018, our board of directors authorized us to repurchase up to an additional $300 million of our outstanding Class A common stock under our previously announced stock repurchase program. As of June 30, 2019 , we had repurchased and retired 2,966,527 shares of our Class A common stock for a total of $224.4 million and were authorized to repurchase up to a remaining $275.7 million of our Class A common stock under the existing stock repurchase program. We cannot guarantee that our repurchase program will enhance long-term stockholder value. For example, the market price of our common stock may decline below the levels at which we repurchase our stock, and short-term stock price fluctuations could reduce the program's effectiveness. Our repurchases of common stock could also affect the market price of our common stock or increase its volatility. For example, the existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, the program does not obligate us to repurchase any dollar amount or number of shares of common stock and may be modified, suspended or discontinued at any time, and any of which could cause the market price of our stock to decline.

Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and bylaws include provisions that:


•	establish a classified board of directors so that not all members of our board of directors are elected at one time;


•	permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;


•	provide that directors may only be removed for cause;


•	require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;


•	authorize the issuance of "blank check" preferred stock that our board of directors 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 bylaws; and


•	establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any holder of at least 15% of our capital stock for a period of three years following the date on which the stockholder became a 15% stockholder.

Table of Contents

ITEM 2. UNREGISTERED SALE OF SECURITIES AND USE OF PROCEEDS

Sales of Unregistered Securities

None

Issuer Purchases of Equity Securities

The following table sets forth for the indicated period, share repurchases of our Class A common stock.



	Total Number of Shares Purchased ⁽¹⁾	Average Price Paid per Share		Total Number of Shares Purchased as part of Publicly Announced Program	Dollar Value of Shares that May Yet Be Purchased Under the Program (in thousands)
January 1, 2019 - January 31, 2019	—	$	—	—	$	279,976
February 1, 2019 - February 28, 2019	34,986	$	123.64	34,986	$	275,650
March 1, 2019 - March 31, 2019	—	$	—	—	$	275,650
April 1, 2019 - April 30, 2019	—	$	—	—	$	275,650
May 1, 2019 - May 31, 2019	—	$	—	—	$	275,650
June 1, 2019 - June 30, 2019	—	$	—	—	$	275,650

(1) All repurchases were made as part of our publicly announced stock repurchase program. On November 1, 2016, we announced that our board of directors approved a stock repurchase program, under which we were authorized to repurchase up to $200 million of our outstanding Class A common stock. On April 26, 2018, our board of directors authorized us to repurchase up to an additional $300 million of our outstanding Class A common stock under our previously announced stock repurchase program. The repurchase program has no expiration date and may be modified, suspended or discontinued at any time. For further information regarding our stock repurchase program, see Note 6 of the accompanying notes to the condensed consolidated financial statements.

Table of Contents

ITEM 6. EXHIBITS

Exhibits



Exhibit Number		Description
2.1* ⁽¹⁾		Agreement and Plan of Merger, dated as of June 9, 2019, by and among salesforce.com, inc., Sausalito Acquisition Corp. and Tableau Software, Inc.
3.1 ⁽²⁾		Amended and Restated Certificate of Incorporation of Tableau Software, Inc.
3.2 ⁽³⁾		Amended and Restated Bylaws of Tableau Software, Inc.
31.1		Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Schema Linkbase Document
101.CAL		XBRL Taxonomy Definition Linkbase Document
101.DEF		XBRL Taxonomy Definition Linkbase Document
101.LAB		XBRL Taxonomy Labels Linkbase Document
101.PRE		XBRL Taxonomy Presentation Linkbase Document

* Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

** Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Registrant's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.

(1) Filed as Exhibit 2.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 10, 2019 (File No. 001-35925) and incorporated herein by reference.

(2) Filed as Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2013 (File No. 001-35925) and incorporated herein by reference.

(3) Filed as Exhibit 3.4 to the Registrant's Registration Statement on Form S-1, as amended (File No. 333-187683), filed with the Securities and Exchange Commission on April 2, 2013 and incorporated herein by reference.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 31st day of July 2019 .