UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DCWashington, D.C. 20549
FORM10-Q


(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2019May 3, 2020
OR
☐ 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: 001-37570
Pure Storage, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware27-1069557
(State or other jurisdiction of

incorporation or organization)
(I.R.S. Employer

Identification No.)

650 Castro Street, Suite 400
Mountain View,, California
94041
(Address of principal executive offices, including zip code)

(800) (800) 379-7873
(Registrant's telephone number, including area code)

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.     Yes  x     No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).    Yes  x     No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” andfiler,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filerxAccelerated filero☐
Non-accelerated filero☐(Do not check if a small reporting company)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  ☐    No  x

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per sharePSTGNew York Stock Exchange LLC




As of August 26, 2019,June 5, 2020, the registrant had 256,179,043265,022,124 shares of its Class A common stock outstanding.


Table of Contents
PURE STORAGE, INC.
Table of Contents
FORM 10-Q for the Quarter Ended May 3, 2020
Page
ii
 
PART I.
 
Item 1.
21
21
32
43
54
75
86
Item 2.
2726
Item 3.
3934
Item 4.
4035
PART II.
Item 1.
4136
Item 1A.
4136
Item 2.
5955
Item 3.
5956
Item 4.
5956
Item 5.
6056
Item 6.
6157
63



Table of Contents
NOTE ABOUT FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act), about us and our industry that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this report, including statements regarding our future results of operations and financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, forward-looking statements may be identified by words such as “anticipate,” “believe,” “continue,” “could,” “design,” “estimate,” “expect,” “intend,” “may,” “plan,” “potentially,” “predict,” “project,” “should,” “will” or the negative of these terms or other similar expressions.
Forward-looking statements contained in this Quarterly Report on Form 10-Q include, but are not limited to, statements regarding our ability to sustain or manage our profitability and growth, our expectations that sales prices may decrease or fluctuate over time, our plans to expand and continue to invest internationally, our plans to continue investing in marketing, sales, support and research and development, as well as channel programs, our shift to subscription services, our expectations regarding fluctuations in our revenue and operating results, our expectations that we may continue to experience losses despite revenue growth, our ability to successfully attract, motivate, and retain qualified personnel and maintain our culture, our expectations regarding our technological leadership and market opportunity, our ability to realize benefits from our investments, including development efforts and acquisitions, our ability to innovate and introduce new or enhanced products, our expectations regarding product acceptance and our technologies, products and solutions, our competitive position and the effects of competition and industry dynamics, including newalternative offerings from incumbent, and emerging vendors orand public cloud vendors, our expectations concerning relationships with third parties, including our partners, customers and customers,contract manufacturers, the adequacy of our intellectual property rights, and expectations concerning potential legal proceedings and related costs.costs, the impact of adverse economic conditions and the duration and scope of the COVID-19 pandemic and related "shelter-in-place" orders and other measures and its impact on our business, operating results, cash flows and/or financial condition.
We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy, and financial needs. These forward-looking statements are subject to a number of known and unknown risks, uncertainties and assumptions, including risks described in the section titled “Risk Factors.” These risks are not exhaustive. Other sections of this report include additional factors that could harm our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time, and it is not possible for our management to predict all risk factors nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ from those contained in, or implied by, any forward-looking statements.
Investors should not rely upon forward-looking statements as predictions of future events. We cannot assure investors that the events and circumstances reflected in the forward-looking statements will be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report or to conform these statements to actual results or to changes in our expectations. Investors should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
PURE STORAGE, INC.
Condensed Consolidated Balance Sheets
(in thousands, except per share data, unaudited)
At the End of
 Fiscal 2020First Quarter of Fiscal 2021
ASSETS  
Current assets:  
Cash and cash equivalents$362,635  $347,580  
Marketable securities936,518  926,560  
Accounts receivable, net of allowance of $542 and $619 at the end of fiscal 2020 and the first quarter of fiscal 2021458,643  349,126  
Inventory38,518  39,266  
Deferred commissions, current37,148  39,181  
Prepaid expenses and other current assets56,930  56,154  
Total current assets1,890,392  1,757,867  
Property and equipment, net122,740  136,208  
Operating lease right-of-use assets112,854  116,960  
Deferred commissions, non-current102,056  103,182  
Intangible assets, net58,257  55,556  
Goodwill37,584  37,584  
Restricted cash15,287  15,287  
Other assets, non-current25,034  32,217  
Total assets$2,364,204  $2,254,861  
LIABILITIES AND STOCKHOLDERS’ EQUITY  
Current liabilities:  
Accounts payable$77,651  $64,817  
Accrued compensation and benefits106,592  64,033  
Accrued expenses and other liabilities47,223  38,881  
Operating lease liabilities, current27,264  29,940  
Deferred revenue, current356,011  365,716  
Total current liabilities614,741  563,387  
Convertible senior notes, net477,007  483,943  
Operating lease liabilities, non-current92,977  95,886  
Deferred revenue, non-current341,277  340,344  
Other liabilities, non-current8,084  14,443  
Total liabilities1,534,086  1,498,003  
Commitments and contingencies (Note 7)
Stockholders’ equity:  
Preferred stock, par value of $0.0001 per share— 20,000 shares authorized at the end of fiscal 2020 and the first quarter of fiscal 2021; 0 shares issued and outstanding at the end of fiscal 2020 and the first quarter of fiscal 2021—  —  
Class A and Class B common stock, par value of $0.0001 per share—2,250,000 (Class A 2,000,000, Class B 250,000) shares authorized at the end of fiscal 2020 and the first quarter of fiscal 2021; 264,008 and 263,970 Class A shares issued and outstanding at the end of fiscal 2020 and the first quarter of fiscal 2021;26  26  
Additional paid-in capital2,107,579  2,120,189  
Accumulated other comprehensive income5,449  10,173  
Accumulated deficit(1,282,936) (1,373,530) 
Total stockholders’ equity830,118  756,858  
Total liabilities and stockholders’ equity$2,364,204  $2,254,861  
 As of
January 31, 2019		 As of
July 31, 2019
    
ASSETS 
  
Current assets: 
  
Cash and cash equivalents$447,990
 $268,938
Marketable securities749,482
 913,521
Accounts receivable, net of allowance of $660 and $614 as of January 31, 2019 and July 31, 2019378,729
 352,617
Inventory44,687
 35,820
Deferred commissions, current29,244
 31,273
Prepaid expenses and other current assets51,695
 47,776
Total current assets1,701,827
 1,649,945
Property and equipment, net125,353
 131,048
Operating lease right-of-use assets—
 114,339
Deferred commissions, non-current85,729
 87,295
Intangible assets, net20,118
 63,659
Goodwill10,997
 36,420
Deferred income taxes, non-current1,060
 939
Restricted cash15,823
 15,425
Other assets, non-current12,118
 16,904
Total assets$1,973,025
 $2,115,974
LIABILITIES AND STOCKHOLDERS’ EQUITY 
  
Current liabilities: 
  
Accounts payable$103,462
 $64,582
Accrued compensation and benefits99,910
 70,753
Accrued expenses and other liabilities39,860
 44,690
Operating lease liabilities, current—
 26,005
Deferred revenue, current266,584
 308,523
Total current liabilities509,816
 514,553
Convertible senior notes, net449,828
 463,118
Operating lease liabilities, non-current—
 94,941
Deferred revenue, non-current269,336
 298,740
Deferred tax liabilities, non-current—
 5,697
Other liabilities, non-current6,265
 1,386
Total liabilities1,235,245
 1,378,435
Commitments and contingencies (Note 7)


 


Stockholders’ equity: 
  
Preferred stock, par value of $0.0001 per share— 20,000 shares authorized as of January 31, 2019 and July 31, 2019; no shares issued and outstanding as of January 31, 2019 and July 31, 2019—
 —
Class A and Class B common stock, par value of $0.0001 per share— 2,250,000 (Class A 2,000,000, Class B 250,000) shares authorized as of January 31, 2019 and July 31, 2019; 243,524 and 255,752 Class A shares issued and outstanding as of January 31, 2019 and July 31, 201924
 26
Additional paid-in capital1,820,043
 1,982,407
Accumulated other comprehensive income (loss)(338) 3,409
Accumulated deficit(1,081,949) (1,248,303)
Total stockholders’ equity737,780
 737,539
Total liabilities and stockholders’ equity$1,973,025
 $2,115,974
See the accompanying notes to condensed consolidated financial statements.

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PURE STORAGE, INC.
Condensed Consolidated Statements of Operations
(in thousands, except per share data, unaudited)

 First Quarter of Fiscal
 20202021
Revenue:  
Product$238,741  $246,939  
Subscription services87,959  120,180  
Total revenue326,700  367,119  
Cost of revenue:  
Product76,592  69,285  
Subscription services33,721  41,009  
Total cost of revenue110,313  110,294  
Gross profit216,387  256,825  
Operating expenses:  
Research and development105,075  112,446  
Sales and marketing166,626  173,433  
General and administrative42,110  41,125  
Restructuring and other—  14,702  
Total operating expenses313,811  341,706  
Loss from operations(97,424) (84,881) 
Other income (expense), net(1,816) (3,416) 
Loss before provision for income taxes(99,240) (88,297) 
Provision for income taxes1,096  2,297  
Net loss$(100,336) $(90,594) 
Net loss per share attributable to common stockholders, basic and diluted$(0.41) $(0.34) 
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted245,334  262,935  
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
        
Revenue: 
  
    
Product$241,137
 $300,128
 $436,586
 $538,869
Support subscription67,747
 96,199
 128,243
 184,158
Total revenue308,884
 396,327
 564,829
 723,027
        
Cost of revenue: 
  
    
Product78,262
 92,870
 144,682
 169,462
Support subscription24,457
 35,138
 47,667
 68,859
Total cost of revenue102,719
 128,008
 192,349
 238,321
        
Gross profit206,165
 268,319
 372,480
 484,706
        
Operating expenses: 
  
    
Research and development84,031
 107,020
 162,523
 212,095
Sales and marketing143,749
 186,188
 266,116
 352,814
General and administrative33,591
 40,016
 60,921
 82,126
Total operating expenses261,371
 333,224
 489,560
 647,035
        
Loss from operations(55,206) (64,905) (117,080) (162,329)
Other income (expense), net(4,032) (652) (5,031) (2,468)
Loss before provision for income taxes(59,238) (65,557) (122,111) (164,797)
Income tax provision885
 461
 2,316
 1,557
Net loss$(60,123) $(66,018) $(124,427) $(166,354)
Net loss per share attributable to common stockholders, basic and diluted$(0.26) $(0.26) $(0.55) $(0.67)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted229,359
 251,298
 226,609
 248,366

 
See the accompanying notes to condensed consolidated financial statements.

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PURE STORAGE, INC.
Condensed Consolidated Statements of Comprehensive Loss
(in thousands, unaudited)


 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
        
Net loss$(60,123) $(66,018) $(124,427) $(166,354)
Other comprehensive income (loss) net of tax: 
  
    
Change in unrealized net gain (loss) on available-for-sale securities(193) 2,120
 (909) 3,747
Comprehensive loss$(60,316) $(63,898) $(125,336) $(162,607)


 First Quarter of Fiscal
 20202021
Net loss$(100,336) $(90,594) 
Other comprehensive income net of tax:  
Change in unrealized net gain on available-for-sale securities1,627  4,724  
Comprehensive loss$(98,709) $(85,870) 


 See the accompanying notes to condensed consolidated financial statements.

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PURE STORAGE, INC.
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share data, unaudited)

Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive Income (Loss)Accumulated DeficitTotal Stockholders' Equity
SharesAmount
Balance at the end of fiscal 2019243,524  $24  $1,820,043  $(338) $(1,081,949) $737,780  
Issuance of common stock upon exercise of stock options3,208  1  16,788  —  —  16,789  
Stock-based compensation expense—  —  61,746  —  —  61,746  
Vesting of restricted stock units2,050  —  —  —  —  —  
Net issuance of restricted stock1,098  —  —  —  —  —  
Tax withholding on vesting of restricted stock—  —  (5,672) —  —  (5,672) 
Common stock issued under employee stock purchase plan2,973  —  32,042  —  —  32,042  
Other comprehensive income—  —  —  1,627  —  1,627  
Net loss—  —  —  —  (100,336) (100,336) 
Balance at the end of the first quarter of fiscal 2020252,853  $25  $1,924,947  $1,289  $(1,182,285) $743,976  
 Three Months Ended July 31, 2018
 Common Stock Additional
Paid-In
Capital		 Accumulated
Other
Comprehensive
Income (Loss)		 Accumulated Deficit Total Stockholders' Equity
 Shares Amount    
Balance as of April 30, 2018229,596
 $23
 $1,602,121
 $(2,633) $(967,891) $631,620
Issuance of common stock upon exercise of stock options3,691
 1
 19,435
 —
 —
 19,436
Stock-based compensation expense—
 —
 53,654
 —
 —
 53,654
Vesting of restricted stock units2,104
 —
 —
 —
 —
 —
Issuance of restricted stock21
 —
 —
 —
 —
 —
Other comprehensive loss—
 —
 —
 (193) —
 (193)
Net loss—
 —
 —
 —
 (60,123) (60,123)
Balance as of July 31, 2018235,412
 $24
 $1,675,210
 $(2,826) $(1,028,014) $644,394
 
 Three Months Ended July 31, 2019
 Common Stock Additional
Paid-In
Capital		 Accumulated
Other
Comprehensive
Income (Loss)		 Accumulated Deficit Total Stockholders' Equity
 Shares Amount    
Balance as of April 30, 2019252,853
 $25
 $1,924,947
 $1,289
 $(1,182,285) $743,976
Issuance of common stock upon exercise of stock options655
 —
 2,502
 —
 —
 2,502
Stock-based compensation expense—
 —
 56,460
 —
 —
 56,460
Vesting of restricted stock units2,277
 1
 (1) —
 —
 —
Net issuance of restricted stock(33) —
 —
 —
 —
 —
Tax withholding on vesting of restricted stock—
 —
 (1,501) —
 —
 (1,501)
Other comprehensive income—
 —
 —
 2,120
 —
 2,120
Net loss—
 —
 —
 —
 (66,018) (66,018)
Balance as of July 31, 2019255,752
 $26
 $1,982,407
 $3,409
 $(1,248,303) $737,539


Common StockAdditional Paid-in CapitalAccumulated Other Comprehensive IncomeAccumulated DeficitTotal Stockholders' Equity
SharesAmount
Balance at the end of fiscal 2020264,008  $26  $2,107,579  $5,449  $(1,282,936) $830,118  
Issuance of common stock upon exercise of stock options2,175  —  9,388  —  —  9,388  
Stock-based compensation expense—  —  58,694  —  —  58,694  
Vesting of restricted stock units2,525  —  —  —  —  —  
Cancellation of restricted stock(230) —  —  —  —  —  
Tax withholding on vesting of restricted stock(134) —  (1,374) —  —  (1,374) 
Common stock issued under employee stock purchase plan1,585  —  16,021  —  —  16,021  
Repurchases of common stock(5,959) —  (70,119) —  —  (70,119) 
Other comprehensive income—  —  —  4,724  —  4,724  
Net loss—  —  —  —  (90,594) (90,594) 
Balance at the end of the first quarter of fiscal 2021263,970  $26  $2,120,189  $10,173  $(1,373,530) $756,858  

See the accompanying notes to condensed consolidated financial statements.


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PURE STORAGE, INC.
Condensed Consolidated Statements of Stockholders' Equity
(in thousands, except share data, unaudited)

 Six Months Ended July 31, 2018
 Common Stock Additional
Paid-In
Capital		 Accumulated
Other
Comprehensive
Income (Loss)		 Accumulated Deficit Total Stockholders' Equity
 Shares Amount    
Balance as of January 31, 2018220,979
 22
 1,479,883
 (1,917) (903,587) 574,401
Issuance of common stock upon exercise of stock options5,884
 1
 29,065
 —
 —
 29,066
Stock-based compensation expense—
 —
 97,609
 —
 —
 97,609
Vesting of early exercised stock options—
 —
 320
 —
 —
 320
Vesting of restricted stock units4,117
 —
 —
 —
 —
 —
Common stock issued under employee stock purchase plan2,111
 —
 19,698
 —
 —
 19,698
Issuance of restricted stock3,330
 1
 —
 —
 —
 1
Repurchase of common stock(1,009) —
 (20,000) —
 —
 (20,000)
Purchase of capped calls—
 —
 (64,630) —
 —
 (64,630)
Equity component of convertible senior notes, net—
 —
 133,265
 —
 —
 133,265
Other comprehensive loss—
 —
 —
 (909) —
 (909)
Net loss—
 —
 —
 —
 (124,427) (124,427)
Balance as of July 31, 2018235,412
 $24
 $1,675,210
 $(2,826) $(1,028,014) $644,394
            
 Six Months Ended July 31, 2019
 Common Stock Additional
Paid-In
Capital		 Accumulated
Other
Comprehensive
Income (Loss)		 Accumulated Deficit Total Stockholders' Equity
 Shares Amount    
Balance as of January 31, 2019243,524
 24
 1,820,043
 (338) (1,081,949) 737,780
Issuance of common stock upon exercise of stock options3,863
 1
 19,290
 —
 —
 19,291
Stock-based compensation expense—
 —
 118,206
 —
 —
 118,206
Vesting of restricted stock units4,327
 1
 (1) —
 —
 —
Net issuance of restricted stock1,065
 —
 —
 —
 —
 —
Tax withholding on vesting of restricted stock—
 —
 (7,173) —
 —
 (7,173)
Common stock issued under employee stock purchase plan2,973
 —
 32,042
 —
 —
 32,042
Other comprehensive income—
 —
 —
 3,747
 —
 3,747
Net loss—
 —
 —
 —
 (166,354) (166,354)
Balance as of July 31, 2019255,752
 $26
 $1,982,407
 $3,409
 $(1,248,303) $737,539

See the accompanying notes to condensed consolidated financial statements.


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PURE STORAGE, INC.
Condensed Consolidated Statements of Cash Flows
(in thousands, unaudited)


 Six Months Ended July 31,
 2018 2019
    
CASH FLOWS FROM OPERATING ACTIVITIES   
Net loss$(124,427) $(166,354)
Adjustments to reconcile net loss to net cash provided by operating activities:   
Depreciation and amortization33,590
 43,591
Amortization of debt discount and debt issuance costs7,889
 13,290
Stock-based compensation expense97,609
 120,561
Other82
 327
Changes in operating assets and liabilities, net of effects of acquisition:   
Accounts receivable, net707
 26,553
Inventory(8,900) 6,852
Deferred commissions(4,155) (3,595)
Prepaid expenses and other assets11,134
 (635)
Operating lease right-of-use assets—
 13,438
Accounts payable(18,135) (30,827)
Accrued compensation and other liabilities(7,458) (25,704)
Operating lease liabilities—
 (13,083)
Deferred revenue39,144
 71,045
Net cash provided by operating activities27,080
 55,459
CASH FLOWS FROM INVESTING ACTIVITIES

 

Purchases of property and equipment(42,733) (53,229)
Acquisition, net of cash acquired—
 (47,881)
Purchase of intangible assets—
 (9,000)
Purchases of marketable securities(494,507) (488,497)
Sales of marketable securities13,585
 60,368
Maturities of marketable securities97,793
 270,756
Net cash used in investing activities(425,862) (267,483)
CASH FLOWS FROM FINANCING ACTIVITIES   
  Net proceeds from exercise of stock options29,067
 19,260
  Proceeds from issuance of common stock under employee stock purchase plan19,698
 32,042
  Proceeds from issuance of convertible senior notes, net of issuance costs562,062
 —
  Payment for purchase of capped calls(64,630) —
  Repayment of debt assumed from acquisition—
 (11,555)
  Tax withholding on vesting of restricted stock—
 (7,173)
  Repurchase of common stock(20,000) —
Net cash provided by financing activities526,197
 32,574
Net increase (decrease) in cash, cash equivalents and restricted cash127,415
 (179,450)
Cash, cash equivalents and restricted cash, beginning of period258,820
 463,813
Cash, cash equivalents and restricted cash, end of period$386,235
 $284,363
    
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD:   
Cash and cash equivalents$370,457
 $268,938
Restricted cash15,778
 15,425
Cash, cash equivalents and restricted cash, end of period$386,235
 $284,363
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION   
Cash paid for income taxes$3,023
 $2,716
   Cash paid for interest$—
 $359
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION 
  
Property and equipment purchased but not yet paid$11,949
 $5,717
Vesting of early exercised stock options$320
 $—

 First Quarter of Fiscal
 20202021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss$(100,336) $(90,594) 
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization21,060  15,133  
Amortization of debt discount and debt issuance costs6,490  6,936  
Stock-based compensation expense62,157  58,694  
Other(811) 1,705  
Changes in operating assets and liabilities, net of effects of acquisition:
Accounts receivable, net67,299  109,441  
Inventory(2,023) (1,370) 
Deferred commissions1,716  (3,159) 
Prepaid expenses and other assets(7,298) (6,298) 
Operating lease right-of-use assets6,209  6,706  
Accounts payable(25,807) (14,294) 
Accrued compensation and other liabilities(43,993) (49,643) 
Operating lease liabilities(6,034) (6,926) 
Deferred revenue28,013  8,772  
Net cash provided by operating activities6,642  35,103  
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment(24,296) (23,782) 
Acquisition, net of cash acquired(47,881) —  
Purchases of marketable securities(312,859) (98,161) 
Sales of marketable securities22,344  17,657  
Maturities of marketable securities164,139  95,375  
Net cash used in investing activities(198,553) (8,911) 
CASH FLOWS FROM FINANCING ACTIVITIES
  Net proceeds from exercise of stock options16,761  9,275  
  Proceeds from issuance of common stock under employee stock purchase plan32,042  16,021  
  Proceeds from borrowing—  4,950  
  Repayment of debt assumed from acquisition(11,555) —  
  Tax withholding on vesting of restricted stock(5,672) (1,374) 
  Repurchases of common stock—  (70,119) 
Net cash provided by (used in) financing activities31,576  (41,247) 
Net decrease in cash, cash equivalents and restricted cash(160,335) (15,055) 
Cash, cash equivalents and restricted cash, beginning of period463,813  377,922  
Cash, cash equivalents and restricted cash, end of period$303,478  $362,867  
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
Cash and cash equivalents$287,192  $347,580  
Restricted cash16,286  15,287  
Cash, cash equivalents and restricted cash, end of period$303,478  $362,867  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for interest$359  $359  
Cash paid for income taxes1,640  2,376  
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING INFORMATION 
Property and equipment purchased but not yet paid$11,595  $8,274  

See the accompanying notes to condensed consolidated financial statements.

5
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 1. Business Overview
Organization and Description of Business
Pure Storage, Inc. (the Company, we, us, or other similar pronouns) was originally incorporated in the state of Delaware in October 2009 under the name OS76, Inc. In January 2010, we changed our name to Pure Storage, Inc. We are headquartered in Mountain View, California and have wholly owned subsidiaries throughout the world.

Data is foundational to our customers' digital transformation and we are focused on delivering innovative and disruptive technology and data storage solutions that enable customers to maximize the value of their data. We started with the vision of making flash storage available to enterprise organizations everywhere and established an entirely new customer experience including our innovative Evergreen Storage subscription that radically simplified storage ownership and reduced total cost of ownership for our customers.
We help innovators to build a better world with data. Our innovativesolutions serve data platform replaces storage systems designed for mechanical disk with all-flash systems optimized for end-to-end for solid-state memory. Our cloud-based managementworkloads on-premise, in the cloud, or hybrid environments and support platform helps predictively resolve potential issuesinclude mission-critical production, test/development, analytics, disaster recovery, and simplify storage administration. We provide a customer first business model that replaces the traditional forklift upgrade cycle with a subscription model built to keep customers on the cutting edge without downtime or performance impact.backup/recovery.

Note 2. Basis of Presentation and Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
In September 2019, we adopted a 52/53 week fiscal year consisting of four 13-week quarters ending on the first Sunday after January 30, which for fiscal 2020 was February 2, 2020 and for fiscal 2021 is January 31, 2021. The first quarter of fiscal 2020 and 2021 ended on April 30, 2019 and May 3, 2020. Unless otherwise stated, all dates refer to the Company’s fiscal year and fiscal periods.
The condensed consolidated financial statements include the accounts of the Company and our wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Unaudited Interim Consolidated Financial Information
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (U.S. GAAP) and applicable rules and regulations of the Securities and Exchange Commission (the SEC) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in our Annual Report on Form 10-K for the year ended January 31, 2019.fiscal 2020.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year 20202021 or any future period.
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the financial statements and accompanying notes. Actual results could differ from these estimates. Such estimates include, but are not limited to, the determination of standalone selling price for revenue arrangements with multiple performance obligations, useful lives of intangible assets and property and equipment, the period of benefit for deferred contract costs for commissions, stock-based compensation, provision for income taxes including related reserves, and valuation of intangible assets and goodwill, the incremental borrowing rate we use to determine our operating lease liabilities, and contingent liabilities.goodwill. Management bases its estimates on historical experience and on various other assumptions which management believes to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities.
We considered the impact of the COVID-19 pandemic on the assumptions and estimates used and determined that there were no material adverse impacts on the condensed consolidated financial statements for the first quarter of fiscal 2021.
In accordance with our on-going accounting practices, we review the estimated useful lives of our property and equipment on an ongoing basis. In the first quarter of fiscal 2021, management determined that the estimated useful lives of its test equipment and certain computer equipment and software required revision. The estimated useful lives of test equipment and certain computer equipment and software were revised to 4 years. Previously, the estimated useful lives of these assets ranged from 2 to 3 years. The change in estimated useful lives was accounted for as a change in estimate and recognized on a prospective basis effective February 3, 2020. The effect of this change in estimate resulted in a reduction to depreciation expense and corresponding decrease in loss from operations and net loss of $7.9 million in the first quarter of fiscal 2021.
Restricted Cash
Restricted cash is comprised of cash collateral for letters of credit related to our leases and for a vendor credit card program. AsAt the end of January 31, 2019fiscal 2020 and July 31, 2019,the first quarter of fiscal 2021, we had restricted cash of $15.8 million and $15.4$15.3 million.

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Marketable Securities
We classify our marketable securities as available-for-sale at the time of purchase and reevaluate such classification at each balance sheet date. We may sell these securities at any time for use in current operations even if they have not yet reached maturity. As a result, we classify our securities, including those with maturities beyond twelve months, as current assets in the accompanying condensed consolidated balance sheets. We carry these securities at fair value and record unrealized gains and losses, in accumulated other comprehensive income (loss), which is reflected as a component of stockholders’ equity. We evaluate our securities to assess whether those with unrealized loss positions are other than temporarily impaired. We consider impairments to be other than temporary if they are related to deterioration in credit risk or if it is likely we will sell the securities before the recovery of their cost basis. Realized gains and losses from the sale of marketable securities and declines in value deemed to be other than temporary are determined on the specific identification method. To date, there have been no declines in value deemed to be other than temporary in any of our securities. Realized gains and losses are reported in other income (expense), net in the condensed consolidated statements of operations.
Business Combinations
We allocate the purchase price to the assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over the fair values of the assets acquired and liabilities assumed is recorded as goodwill. During the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the estimated fair value of the assets acquired and liabilities assumed, with the corresponding offset to goodwill. The results of operations of an acquired business is included in our condensed consolidated financial statements from the date of acquisition. Acquisition-related expenses are expensed as incurred. 
Deferred Commissions
7
Deferred commissions consist
Table of incremental costs paid to our sales force to obtain customer contracts. Deferred commissions related to product revenue are recognized upon transfer of control to customers and deferred commissions related to support subscription revenue are amortized over an expected useful life of six years. We determine the expected useful life based on an estimated benefit period by evaluating our technology development life cycle, expected customer relationship period and other factors. We classify deferred commissions as current and non-current on our condensed consolidated balance sheets based on the timing of when we expect to recognize the expense. Amortization of deferred commissions is included in sales and marketing expense in the condensed consolidated statements of operations.
Changes in total deferred commissions during the periods presented are as follows (in thousands):
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
Beginning balance (1)
$86,044
 $113,257
 $87,313
 $114,973
Additions24,582
 30,074
 40,003
 48,310
Recognition of deferred commissions(19,157) (24,763) (35,847) (44,715)
Ending balance$91,469
 $118,568
 $91,469
 $118,568

Contents
(1)
 Balance as of January 31, 2018 was adjusted to reflect the adoption of ASC 606.

Of the $118.6 million total deferred commissions balance as of July 31, 2019, we expect to recognize approximately 26% as commission expense over the next 12 months and the remainder thereafter.
There was no impairment related to capitalized commissions for the three and six months ended July 31, 2018 and 2019.

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Operating Leases

We determine if an arrangement contains a lease at inception. Lease liabilities are recognized at the present value of the future lease payments at commencement date. The interest rate implicit in our operating leases is not readily determinable, and therefore an incremental borrowing rate is estimated to determine the present value of future payments. The estimated incremental borrowing rate factors in a hypothetical interest rate on a collateralized basis with similar terms, payments, and economic environments. The operating lease right-of-use (ROU) asset is determined based on the lease liability initially established and reduced for any prepaid lease payments and any lease incentives. We combinehave elected to not allocate the contract consideration for operating lease contracts with lease and non-lease components, and account for our leases.

the lease and non-lease components as a single lease component.
Certain of the operating lease agreements contain rent concession, rent escalation, and option to renew provisions. Rent concession and rent escalation provisions are considered in determining the straight-line lease cost to be recorded over the lease term.cost. Lease cost is recognized on a straight-line basis over the lease term commencing on the date we have the right to use the leased property. We generally use the base, non-cancelable, lease term when recognizing the lease assets and liabilities, unless it is reasonably certain that an extension or termination option will be exercised.

In addition, certain of our operating lease agreements contain tenant improvement allowances from our landlords. These allowances are accounted for as lease incentives and decreasereduce our ROU asset and reduce single lease cost over the lease term.

For short-term leases which have awith lease term of lessno longer than twelve months, and do not include an option to purchase the underlying asset that we are reasonably certain to exercise, we recognize rent expense in our condensed consolidated statements of operations on a straight-line basis over the lease term and record variable lease payments as incurred.
Deferred Revenue
Deferred revenue primarily consists of amounts that have been invoiced but that have not yet been recognized as revenue and performance obligations pertaining to support subscription services. The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the condensed consolidated balance sheet dates.
Changes in total deferred revenue during the periods presented are as follows (in thousands):
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
Beginning balance (1)
$388,614
 $564,230
 $374,102
 $535,920
Additions92,511
 140,548
 167,782
 258,441
Recognition of deferred revenue(67,878) (97,515) (128,637) (187,098)
Ending balance$413,247
 $607,263
 $413,247
 $607,263

(1) Balance as of January 31, 2018 was adjusted to reflect the adoption of ASC 606.
During the three and six months ended July 31, 2018, we recognized $60.9 million and $106.2 million in revenue pertaining to deferred revenue as of the beginning of each period. During the three and six months ended July 31, 2019, we recognized $88.2 million and $150.2 million in revenue pertaining to deferred revenue as of the beginning of each period.
Total contracted but not recognized revenue was $770.1 million as of July 31, 2019. Contracted but not recognized revenue consists of both deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenue in future periods. Of the $770.1 million contracted but not recognized revenue as of July 31, 2019, we expect to recognize approximately 41% over the next 12 months, and the remainder thereafter.

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Revenue Recognition
We derivegenerate revenue from two2 sources: (1) product revenue which includes hardware and embedded software and (2) support subscription services revenue which includes customer support, hardware maintenance, and software upgrades on a when-and-if-available basis. Support subscription revenue also includes our Evergreen Storage Servicesubscriptions, (ES2) offering.Pure as-a-Service offerings, and Cloud Block Store.
Our product revenue is derived from the sale of integrated storage hardware and operating system software that is integrated into the hardware.software. We typically recognize product revenue upon transfer of control to our customers. Products are typically shipped directly by us to customers, and our channel partners do not stock our inventory.customers.
Our support subscription services revenue is derived from the sale of support subscription, which includes the right to receive unspecified software upgrades and enhancements on a when-and-if-available basis, bug fixes, parts replacement services related to the hardware, as well as access to our cloud-based management and support platform. Support subscription revenue is also derived fromwe perform in connection with the sale of our ES2 offering. Revenue related to support revenuesubscription services and is recognized ratably over the contractual term, which generally ranges from one to six years and represents our performance obligations period.years. The vast majority of our productsproduct solutions are sold with supportan Evergreen Storage subscription agreements,service agreement, which typically commencecommences upon transfer of control of the corresponding products to our customers. Costs to service the supportfor subscription services are expensed aswhen incurred. In addition, our Evergreen Storage programsubscription services agreement provides our customers who continually maintain active support subscription services agreements for three years with an includeda controller refresh with each additional three year support subscription renewal. In accordance with revenue recognition guidance, theThe controller refresh represents an additionala separate performance obligation that is included within the Evergreen Storage subscription service agreement and the allocated revenue is recognized inupon shipment of the period in which these controllerscontroller.
Our subscription services also include the right to receive unspecified software updates and upgrades on a when-and-if-available basis, software bug fixes, replacement parts and other services related to the underlying infrastructure, as well as access to our cloud-based management and support platform. We also sell professional services such as installation and implementation consulting services, and the related revenue is recognized as services are shipped.performed.
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
We recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. This is achieved through applying the following five-step approach:
•Identification of the contract, or contracts, with a customer
•
•Identification of the performance obligations in the contract
•Determination of the transaction price
•
•
Determination of the transaction price
Allocation of the transaction price to the performance obligations in the contract
•
•Recognition of revenue when, or as, we satisfy a performance obligation
When applying this five-step approach, we apply judgment in determining the customer's ability and intention to pay, which is based on a variety of factors including the customer's historical payment experience and/or published credit and financial information pertaining to the customer. To the extent a customer contract includes multiple promised goods or services, we determine whether promised goods or services are capable of being distinct in the context of the contract toshould be accounted for as a separate performance obligation. The transaction price is determined based on the consideration which we will be entitled to in exchange for transferring goods or services to the customer. We allocate the transaction price to each performance obligation for contracts that contain multiple performance obligations based on a relative standalone selling price which is determined based on the price at which the performance obligation is sold separately, or if not observable through past transactions, is estimated taking into account available information such as market conditions and internally approved pricing guidelines related to performance obligations.
Recently Adopted Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2016-02, Leases (ASC 842) and subsequent amendments to the initial guidance (collectively, Topic 842). ASC 842 requires lessees to generally recognize on its balance sheet operating and financing lease liabilities and corresponding ROU assets at the commencement date, and to recognize the associated lease expenses in the condensed consolidated statement of operations in a manner similar to that required under historical accounting rules.


PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

On February 1, 2019, we adopted ASC 842 using the modified retrospective approach by electing to use the optional transition method which allows us to continue to apply the guidance of ASC 840, including disclosure requirements, in the comparative periods presented. We elected the package of transition expedients, which allowed us to carry forward our historical lease classifications, our assessment of whether any existing leases as of the date of adoption are or contain leases, and our assessment of indirect costs for any leases that existed prior to adoption of the new standard. We elected to take the practical expedient to keep leases with an initial term of 12 months or less off the condensed consolidated balance sheet and recognize the associated lease payments in the consolidated statements of operations on a straight-line basis over the lease term. We recognized operating ROU assets of $124.5 million and lease liabilities of $130.6 million on our condensed consolidated balance sheet as of February 1, 2019, which included reclassifying prepaid rent and deferred rent as a component of the ROU asset. Topic 842 did not have a material impact on our condensed consolidated statements of operations and cash flows. Refer to Note 8 for additional disclosures.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) - Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. This standard allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017 and requires certain disclosures about stranded tax effects. We adopted this standard on February 1, 2019 and the adoption had no impact on our condensed consolidated financial statements.
Recent Accounting Pronouncements Not Yet Adopted
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 amends guidance on reporting credit losses for assets held at amortized cost basis and available-for-sale debt securities to require that credit losses on available-for-sale debt securities be presented as an allowance rather than as a write-down. The measurement of credit losses for newly recognized financial assets and subsequent changes in the allowance for credit losses are recorded in the statements of operations. The amendments in this update will be effective for us beginning on February 1, 2020 with early adoption permitted on or after February 1, 2019. We are currently evaluating the impact of this standard on our condensed consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement (ASU 2018-13) which amended its conceptual framework to improve the effectiveness of disclosures in notes to financial statements. ASU 2018-13 eliminates such disclosures around the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The guidance also adds new disclosure requirements for Level 3 measurements. ASU 2018-13 is effective for us beginning February 1, 2020. Early adoption is permitted. We are currently evaluating the impact of this standard on our condensed consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) - Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). ASC 2018-15 aligns the requirements for capitalizing implementation costs in a cloud computing arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. This standard will be effective for us beginning February 1, 2020 and will be applied either retrospectively or prospectively. Early adoption is permitted. We are currently evaluating the impact of this standard on our condensed consolidated financial statements.
Note 3. Financial Instruments 
Fair Value Measurements
We measure our cash equivalents, marketable securities, and restricted cash at fair value on a recurring basis. We define fair value as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. We measure our financial assets and liabilities at fair value at each reporting

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

period using a fair value hierarchy which requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:
•Level 1 - Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities;

•Level 2 - Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and

•
Level 1 - Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities;

•
Level 2 - Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices that are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and

•
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation.
We classify our cash equivalents, marketable securities and restricted cash within Level 1 or Level 2 because they are valued using either quoted market prices or inputs other than quoted prices which are directly or indirectly observable in the market, including readily-available pricing sources for the identical underlying security which may not be actively traded. Our fixed income available-for-sale securities consist of high quality, investment grade securities from diverse issuers. The valuation techniques used to measure the fair value of our marketable securities were derived from non-binding market consensus prices that are corroborated by observable market data or quoted market prices for similar instruments.
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
In addition to our cash equivalents, marketable securities and restricted cash, we measure the fair value of our convertible senior notes (the Notes) on a quarterly basis for disclosure purposes. We consider the fair value of the Notes at July 31, 2019the end of the first quarter of fiscal 2021 to be a Level 2 measurement due to its limited trading activity. Refer to Note 6 for the carrying amount and estimated fair value of our Notes asat the end of July 31, 2019.

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

the first quarter of fiscal 2021.
Cash Equivalents, Marketable Securities and Restricted Cash
The following tables summarize our cash equivalents, marketable securities and restricted cash by significant investment categories asat the end of January 31, 2019fiscal 2020 and July 31, 2019the first quarter of fiscal 2021 (in thousands):
 
 At the End of Fiscal 2020
 Amortized
Cost		Gross Unrealized
Gains		Gross Unrealized
Losses		Fair
Value		Cash EquivalentsMarketable SecuritiesRestricted Cash
Level 1      
Money market accounts$—  $—  $—  $26,355  $11,068  $—  $15,287  
Level 2      
U.S. government treasury notes323,751  2,146  —  325,897  —  325,897  —  
U.S. government agencies53,930  317  (3) 54,244  —  54,244  —  
Corporate debt securities452,318  3,954  (1) 456,271  3,001  453,270  —  
Foreign government bonds14,994  147  —  15,141  —  15,141  —  
Asset-backed securities87,267  699  —  87,966  —  87,966  —  
Total$932,260  $7,263  $(4) $965,874  $14,069  $936,518  $15,287  
 As of January 31, 2019
 
Amortized
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
Losses
 
Fair
Value
 Cash Equivalents Marketable Securities Restricted Cash
Level 1 
  
  
  
  
    
Money market accounts$—
 $—
 $—
 $43,038
 $27,215
 $—
 $15,823
Level 2             
U.S. government treasury notes315,329
 208
 (315) 315,222
 34,129
 281,093
 —
U.S. government agencies69,114
 17
 (154) 68,977
 9,983
 58,994
 —
Corporate debt securities363,860
 534
 (757) 363,637
 —
 363,637
 —
Foreign government bonds7,965
 36
 —
 8,001
 —
 8,001
 —
Asset-backed securities37,664
 105
 (12) 37,757
 —
 37,757
 —
Total$793,932
 $900
 $(1,238) $836,632
 $71,327
 $749,482
 $15,823

 As of July 31, 2019
 
Amortized
Cost
 
Gross Unrealized
Gains
 
Gross Unrealized
Losses
 
Fair
Value
 Cash Equivalents 
Marketable
Securities
 Restricted Cash
Level 1             
Money market accounts$—
 $—
 $—
 $36,659
 $21,234
 $—
 $15,425
Level 2             
U.S. government treasury notes348,463
 1,454
 (58) 349,859
 —
 349,859
 —
U.S. government agencies66,153
 222
 (22) 66,353
 —
 66,353
 —
Corporate debt securities427,362
 2,685
 (111) 429,936
 1,029
 428,907
 —
Foreign government bonds8,480
 100
 —
 8,580
 —
 8,580
 —
Asset-backed securities59,504
 329
 (11) 59,822
 —
 59,822
 —
Total$909,962
 $4,790
 $(202) $951,209
 $22,263
 $913,521
 $15,425

 At the End of the First Quarter of Fiscal 2021
 Amortized
Cost		Gross Unrealized
Gains		Gross Unrealized
Losses		Fair
Value		Cash EquivalentsMarketable
Securities		Restricted Cash
Level 1
Money market accounts$—  $—  $—  $50,272  $34,985  $—  $15,287  
Level 2       
U.S. government treasury notes340,119  5,952  (1) 346,070  —  346,070  —  
U.S. government agencies41,675  618  (11) 42,282  —  42,282  —  
Corporate debt securities427,757  4,706  (412) 432,051  —  432,051  —  
Foreign government bonds21,776  413  —  22,189  —  22,189  —  
Asset-backed securities83,250  803  (85) 83,968  —  83,968  —  
Total$914,577  $12,492  $(509) $976,832  $34,985  $926,560  $15,287  

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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

The amortized cost and estimated fair value of our marketable securities are shown below by contractual maturity (in thousands):
 As of July 31, 2019
 Amortized Cost Fair Value
Due within one year$336,156
 $336,736
Due in one to five years572,777
 576,785
Total$908,933
 $913,521

 At the End of the First Quarter of Fiscal 2021
 Amortized CostFair Value
Due within one year$396,243  $398,933  
Due in one to five years516,314  525,606  
Due in five to ten years2,020  2,021  
Total$914,577  $926,560  
 
Based on our evaluation of available evidence, we concluded that the gross unrealized losses on our investments asat the end of July 31, 2019fiscal 2020 and the first quarter of fiscal 2021 were temporary in nature. We do not intend to sell these investments and it is not more likely than not that we will be required to sell these investments before recovery of their amortized cost basis, which may be at maturity. The following table presents gross unrealized losses and fair values for those investments that were in a continuous unrealized loss position asat the end of July 31, 2019,fiscal 2020 and the first quarter of fiscal 2021, aggregated by investment category (in thousands):
 Less than 12 months Greater than 12 months Total
 
Fair
Value
 
Unrealized
Loss
 Fair
Value		 Unrealized
Loss		 Fair
Value		 Unrealized
Loss
U.S. government treasury notes$27,887
 $(30) $9,737
 $(28) $37,624
 $(58)
U.S. government agencies5,215
 (7) 9,183
 (15) 14,398
 (22)
Corporate debt securities38,856
 (28) 43,245
 (83) 82,101
 (111)
Asset-backed securities9,399
 (11) —
 —
 9,399
 (11)
Total$81,357
 $(76) $62,165
 $(126) $143,522
 $(202)

At the End of Fiscal 2020
Less than 12 monthsGreater than 12 monthsTotal
Fair
Value		Unrealized
Loss		Fair
Value		Unrealized
Loss		Fair
Value		Unrealized
Loss
U.S. government treasury notes$—  $—  $1,000  $—  $1,000  $—  
U.S. government agencies4,998  (3) —  —  4,998  (3) 
Corporate debt securities9,691  (1) —  —  9,691  (1) 
Total$14,689  $(4) $1,000  $—  $15,689  $(4) 

At the End of the First Quarter of Fiscal 2021
 Less than 12 monthsGreater than 12 monthsTotal
 Fair
Value		Unrealized
Loss		Fair
Value		Unrealized
Loss		Fair
Value		Unrealized
Loss
U.S. government treasury notes$14,975  $(1) $—  $—  $14,975  $(1) 
U.S. government agencies6,984  (11) —  —  6,984  (11) 
Corporate debt securities57,571  (412) —  —  57,571  (412) 
Asset-backed securities14,544  (85) —  —  14,544  (85) 
Total$94,074  $(509) $—  $—  $94,074  $(509) 
 
Realized gains or losses on sale of marketable securities were not significant for all periods presented.

11
Note 4. Business Combination

Table of Contents

In April 2019, we acquired Compuverde AB (Compuverde), a privately-held developer of file software solutions for enterprises and cloud providers based in Sweden. Acquisition-related costs were $0.5 million and expensed as incurred.
The purchase consideration was $47.9 million in cash (net of cash acquired) after repayment of $11.6 million of debt assumed. The purchase price was allocated as follows: $38.4 million in developed technology which will be amortized over seven years, $25.4 million of goodwill, $10.2 million in net liabilities assumed, and $5.7 million in deferred tax liability. The deferred tax liability was primarily a result of the difference in the book basis and tax basis related to the developed technology. Goodwill is primarily attributable to the assembled workforce and synergies from integrating Compuverde's technology with our data platform to expand our file capabilities and is not expected to be deductible for tax purposes.
In addition, we will make payments to founders of Compuverde totaling $15.9 million in cash payable over a two-year period, subject to continuous employment. As a result, these contingent payments are considered post-acquisition consideration to be recognized over the two-year period as compensation.
Restricted stock units in the amount of $3.0 million were issued to Compuverde employees in June 2019, subject to continuous employment and will be recognized as stock-based compensation over the related vesting period.
The results of Compuverde are included in our condensed consolidated statements of operations since the acquisition date, including revenue and net loss, and are not material. Pro forma results of operations have not been presented because the acquisition is not material to our results of operations.

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 5.4. Balance Sheet Components
Inventory
Inventory consists of the following (in thousands):
 As of
January 31, 2019		 As of
July 31, 2019
Raw materials$3,349
 $2,623
Finished goods41,338
 33,197
Inventory$44,687
 $35,820

At the End of
Fiscal 2020First Quarter of Fiscal 2021
Raw materials$2,974  $5,687  
Finished goods35,544  33,579  
Inventory$38,518  $39,266  
Property and Equipment, Net
Property and equipment, net consists of the following (in thousands):
 
 As of
January 31, 2019		 As of
July 31, 2019
Test equipment$170,930
 $191,846
Computer equipment and software117,330
 135,178
Furniture and fixtures6,980
 7,732
Leasehold improvements34,286
 37,866
Total property and equipment329,526
 372,622
Less: accumulated depreciation and amortization(204,173) (241,574)
Property and equipment, net$125,353
 $131,048

At the End of
 Fiscal 2020First Quarter of Fiscal 2021
Test equipment$205,555  $216,184  
Computer equipment and software141,387  150,012  
Furniture and fixtures8,324  8,800  
Leasehold improvements40,356  43,032  
Total property and equipment395,622  418,028  
Less: accumulated depreciation and amortization(272,882) (281,820) 
Property and equipment, net$122,740  $136,208  
 
Depreciation and amortization expense related to property and equipment was $16.8$19.8 million and $19.9$12.4 million for the three months ended July 31, 2018first quarter of fiscal 2020 and 2019, and $32.8 million and $39.7 million for the six months ended July 31, 2018 and 2019.2021.
Intangible Assets, Net
Intangible assets, net consist of the following (in thousands):
 
At the End of
 Fiscal 2020First Quarter of Fiscal 2021
Gross Carrying ValueAccumulated AmortizationNet Carrying AmountGross Carrying ValueAccumulated AmortizationNet Carrying Amount
Technology patents$19,125  $(8,933) $10,192  $19,125  $(9,630) $9,495  
Developed technology56,100  (8,035) 48,065  56,100  (10,039) 46,061  
Intangible assets, net$75,225  $(16,968) $58,257  $75,225  $(19,669) $55,556  
 As of
January 31, 2019		 As of
July 31, 2019
 Gross Carrying Value Accumulated Amortization Net Carrying Amount Gross Carrying Value Accumulated Amortization Net Carrying Amount
Technology patents$10,125
 $(6,572) $3,553
 $19,125
 $(7,538) $11,587
Developed technology17,700
 (1,135) 16,565
 56,100
 (4,028) 52,072
Intangible assets, net$27,825
 $(7,707) $20,118
 $75,225
 $(11,566) $63,659
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Intangible assets amortization expense was $0.4$1.3 million and $2.6$2.7 million for the three months ended July 31, 2018first quarter of fiscal 2020 and 2019, and $0.8 million and $3.9 million for2021. At the six months ended July 31, 2018 and 2019. Asend of July 31, 2019,the first quarter of fiscal 2021, the weighted-average remaining amortization period was 4.23.4 years for technology patents and 6.55.7 years for developed technology. Amortization of the technology patents is included in general and administrative expenses due to their defensive nature and amortization of developed technology is included in cost of product revenue in the condensed consolidated statements of operations. During
At the three months ended July 31, 2019, we acquired a portfolioend of technology patents for $9.0 million with a useful lifethe first quarter of 7.0 years.

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

As of July 31, 2019,fiscal 2021, future expected amortization expense for intangible assets is as follows (in thousands):
Fiscal Years Ending January 31,
Estimated 
Future
Amortization
Expense
Remainder of 2020$5,402
202110,804
20229,846
20239,300
20249,300
Thereafter19,007
Total$63,659

Fiscal Years EndingEstimated 
Future
Amortization
Expense
Remainder of 2021$8,103  
20229,846  
20239,300  
20249,300  
20259,300  
Thereafter9,707  
Total$55,556  
Goodwill
The change inAs of the carrying amountend of fiscal 2020 and the first quarter of fiscal 2021, goodwill is as follows (in thousands):
 Amount
Balance as of January 31, 2019$10,997
Goodwill acquired25,423
Balance as of July 31, 2019$36,420

was $37.6 million. There were 0 impairments to goodwill during the first quarter of fiscal 2020 and 2021.
Accrued Expenses and Other Liabilities
Accrued expenses and other liabilities consist of the following (in thousands):
At the End of
 Fiscal 2020First Quarter of Fiscal 2021
Taxes payable$9,012  $7,459  
Accrued marketing7,679  7,767  
Accrued travel and entertainment expenses3,829  1,126  
Acquisition consideration(1)
6,149  470  
Other accrued liabilities20,554  22,059  
Total accrued expenses and other liabilities$47,223  $38,881  
 As of
January 31, 2019		 As of
July 31, 2019
Taxes payable$7,146
 $4,967
Accrued marketing6,173
 11,005
Accrued travel and entertainment expenses3,570
 3,055
Acquisition consideration held back3,725
 3,725
Other accrued liabilities19,246
 21,938
Total accrued expenses and other liabilities$39,860
 $44,690

(1)Payment in the amount of $7.3 million was made in April 2020.
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Note 5. Deferred Revenue and Commissions
Deferred Commissions
Deferred commissions consist of incremental costs paid to our sales force to obtain customer contracts. Deferred commissions related to product revenue are recognized upon transfer of control to customers and deferred commissions related to subscription services revenue are amortized over an expected useful life of six years. We determine the expected useful life based on an estimated benefit period by evaluating our technology development life cycle, expected customer relationship period and other factors. We classify deferred commissions as current and non-current on our condensed consolidated balance sheets based on the timing of when we expect to recognize the expense. Amortization of deferred commissions is included in sales and marketing expense in the condensed consolidated statements of operations.
Changes in total deferred commissions during the periods presented are as follows (in thousands): 
First Quarter of Fiscal
20202021
Beginning balance$114,973  $139,204  
Additions18,236  29,762  
Recognition of deferred commissions(19,952) (26,603) 
Ending balance$113,257  $142,363  
Of the $142.4 million total deferred commissions balance at the end of the first quarter of fiscal 2021, we expect to recognize approximately 28% as commission expense over the next 12 months and the remainder thereafter.
There was 0 impairment related to capitalized commissions for the first quarter of fiscal 2020 and 2021.
Deferred Revenue
Deferred revenue primarily consists of amounts that have been invoiced but have not yet been recognized as revenue including performance obligations pertaining to subscription services. The current portion of deferred revenue represents the amounts that are expected to be recognized as revenue within one year of the condensed consolidated balance sheet dates.
Changes in total deferred revenue during the periods presented are as follows (in thousands):

First Quarter of Fiscal
20202021
Beginning balance$535,920  $697,288  
Additions117,894  131,734  
Recognition of deferred revenue(89,584) (122,962) 
Ending balance$564,230  $706,060  
Revenue recognized during the first quarter of fiscal 2020 and 2021, from deferred revenue at the beginning of each respective period was $79.3 million and $108.7 million.
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Remaining Performance Obligations
Total contracted but not recognized revenue was $912.0 million at the end of the first quarter of fiscal 2021. Contracted but not recognized revenue consists of both deferred revenue and non-cancelable amounts that are expected to be invoiced and recognized as revenue in future periods. For orders that are contracted but have not been fulfilled and that can be canceled by customers, the order values are excluded from remaining performance obligations. Of the $912.0 million contracted but not recognized revenue at the end of the first quarter of fiscal 2021, we expect to recognize approximately 42% over the next 12 months, and the remainder thereafter.
Note 6. Convertible Senior Notes

In April 2018, we issued $575.0 million in principal amount of 0.125% convertible senior notes due 2023, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act and received proceeds of $562.1 million, after deducting the underwriters’ discounts and commissions. The Notes are governed by an indenture (the Indenture) between us, as the issuer, and U.S. Bank National Association, as trustee. The Notes are our senior unsecured obligations. The Indenture does not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries. The Notes mature on April 15, 2023 unless repurchased or redeemed by us or converted in accordance with their terms prior to the maturity date. Interest is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2018.

The Notes are convertible for up to 21,884,155 shares of our common stock at an initial conversion rate of approximately 38.0594 shares of Class A common stock per $1,000 principal amount, which is equal to an initial conversion price of approximately $26.27 per share of Class A common stock, subject to adjustment. Holders of the Notes may surrender their Notes for conversion at their option at any time prior to the close of business on the business day immediately preceding October 15, 2022, only under the following circumstances:


PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)


•during any fiscal quarter commencing after the fiscal quarter ended on July 31, 2018 (and only during such fiscal quarter), if the last reported sale price of our Class A common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the Notes on each applicable trading day;

•during the 5 business day period after any 5 consecutive trading day period (the measurement period), in which the trading price per $1,000 principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our Class A common stock and the conversion rate for the Notes on each such trading day;

•if we call any or all of the Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date; or

•upon the occurrence of specified corporate events.

On or after October 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time regardless of the foregoing circumstances. Upon conversion, holders will receive cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election. We intend to settle the principal of the Notes in cash.

15
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The conversion price will be subject to adjustment in some events. Following certain corporate events that occur prior to the maturity date or following our issuance of a notice of redemption, we will increase the conversion rate for a holder who elects to convert its Notes in connection with such corporate event or during the related redemption period in certain circumstances. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” per the Indenture, holders of the Notes may require us to repurchase for cash all or a portion of the Notes at a purchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid contingent interest.

We may not redeem the Notes prior to April 20, 2021. We may redeem for cash all or any portion of the Notes, at our option, on or after April 20, 2021 if the last reported sale price of our Class A common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending not more than 2 trading days immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the Notes.

In accounting for the issuance of the Notes, we separated the Notes into liability and equity components. The carrying amount of the liability component was determined by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was calculated by deducting the fair value of the liability component from the principal amount of the Notes as a whole. The difference between the principal amount of the Notes and the liability component (the debt discount) is amortized to interest expense in the condensed consolidated statements of operations using the effective interest method over the term of the Notes. The equity component of the Notes is included in additional paid-in capital in the condensed consolidated balance sheets and is not remeasured as long as it continues to meet the conditions for equity classification.

In accounting for the transaction costs related to the issuance of the Notes, we allocated the total amount incurred to the liability and equity components using the same proportions as the initial carrying value of the Notes. Transaction costs attributable to the liability component were netted with the principal amount of the Notes in the condensed consolidated balance sheets and are being amortized to interest expense in the condensed consolidated statements of operations using the effective interest method over the term of the Notes. Transaction costs attributable to the equity component were netted with the equity component of the Notes in additional paid-in capital in the condensed

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

consolidated balance sheets. Upon the issuance of the Notes, we recorded total debt issuance costs of $12.9 million, of which $9.8 million was allocated to the Notes and $3.1 million was allocated to additional paid-in capital.

The Notes consisted of the following (in thousands):
At the End of
Fiscal 2020First Quarter of Fiscal 2021
Liability:
Principal$575,000  $575,000  
Less: debt discount, net of amortization(91,378) (84,910) 
Less: debt issuance costs, net of amortization(6,615) (6,147) 
Net carrying amount of the Notes$477,007  $483,943  
Stockholders' equity recorded at issuance:
Allocated value of the conversion feature$136,333  
Less: debt issuance costs(3,068) 
Additional paid-in capital$133,265  
 As of
July 31, 2019
Liability: 
Principal$575,000
Less: debt discount, net of amortization(104,329)
Less: debt issuance costs, net of amortization(7,553)
Net carrying amount of the Notes$463,118
  
Stockholders' equity: 
Allocated value of the conversion feature$136,333
Less: debt issuance costs(3,068)
Additional paid-in capital$133,265

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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
The total estimated fair value of the Notes asat the end of July 31, 2019the first quarter of fiscal 2021 was $558.7$521.0 million. The fair value was determined based on the closing trading price per $100 of the Notes as of the last day of trading for the period. The fair value of the Notes is primarily affected by the trading price of our common stock and market interest rates. Based on the closing price of our Class A common stock of $15.14$13.37 on July 31, 2019,the last day of the first quarter of fiscal 2021, the if-converted value of the Notes of $331.3$292.6 million was less than its principal amount. At the end of the first quarter of fiscal 2021, the remaining term of the Notes is 35 months.

The following table sets forth total interest expense recognized related to the Notes for threethe first quarter of fiscal 2020 and six months ended July 31, 2018 and 20192021 (in thousands):
First Quarter of Fiscal
20202021
Amortization of debt discount$6,052  $6,468  
Amortization of debt issuance costs438  468  
Total amortization of debt discount and debt issuance costs6,490  6,936  
Contractual interest expense177  177  
Total interest expense related to the Notes$6,667  $7,113  
Effective interest rate of the liability component5.6 %5.6 %
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
Amortization of debt discount$6,000
 $6,341
 $7,357
 $12,393
Amortization of debt issuance costs434
 459
 532
 897
Total amortization of debt discount and debt issuance costs6,434
 6,800
 7,889
 13,290
Contractual interest expense181
 181
 224
 358
Total interest expense related to the Notes$6,615
 $6,981
 $8,113
 $13,648
        
Effective interest rate of the liability component5.6% 5.6% 5.6% 5.6%


In connection with the offering of the Notes, we paid $64.6 million to enter into capped call transactions with certain of the underwriters and their affiliates (the Capped Calls), whereby we have the option to purchase a total of 21,884,155 shares of our Class A common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of the Notes, as the case may be, with such reduction or offset subject to a cap initially equal to $39.66 per share (which represents a premium of 100% over the last reported sales price of our Class A common stock on April 4, 2018), subject to certain adjustments (the Cap Price). The cost of the Capped Calls was accounted for as a reduction to additional paid-in capital on the condensed consolidated balance sheet. The Capped Calls are intended to reduce or offset potential dilution of our common stock upon any conversion of the Notes, subject to a cap based on the Cap Price.


PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)


Impact on Earnings Per Share
The Notes will not impact our diluted earnings per share until the average market price of our Class A common stock exceeds the conversion price of $26.27 per share, as we intend to settle the principal amount of the Notes in cash upon conversion. We are required under the treasury stock method to compute the potentially dilutive shares of common stock related to the Notes for periods we report net income. However, upon conversion, there will be no economic dilution from the Notes until the average market price of our Class A common stock exceeds the Cap Price of $39.66 per share, as exercise of the Capped Calls offsets any dilution from the Notes from the conversion price up to the Cap Price. Capped Calls are excluded from the calculation of diluted earnings per share, as they would be anti-dilutive under the treasury stock method.

Note 7. Commitments and Contingencies
Operating Leases

As of July 31, 2019, we have various non-cancelable operating lease commitments for office facilities which as a result of the adoption of ASC 842, have been recorded as operating lease liabilities on our condensed consolidated balance sheet. Refer to Note 8—Leases for additional information regarding lease commitments.

Convertible Notes

The repayment of our Notes with an aggregate principal amount of $575.0 million is due on April 15, 2023. Refer to Note 6 for further information regarding our Notes.
Letters of Credit
In connection with a lease executed in January 2019, we issued a letterAt the end of creditfiscal 2020 and the first quarter of $0.5 million. As of January 31, 2019 and July 31, 2019,fiscal 2021, we had outstanding letters of credit in the aggregate amount of $10.8 million and $11.6$11.5 million, in connection with our facility leases. The letters of credit are collateralized by restricted cash and mature on various dates through August 2029.
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Legal Matters
From time to time, we have become involved in claims and other legal matters arising in the normal course of business. We investigate these claims as they arise. Although claims are inherently unpredictable, we currently are not aware of any matters that we expect to have a material adverse effect on our business, financial position, results of operations or cash flows. Accordingly, we have not recorded any loss contingency on our condensed consolidated balance sheet asat the end of July 31, 2019.the first quarter of fiscal 2021.
Indemnification
Our arrangements generally include certain provisions for indemnifying customers against liabilities if our products or services infringe a third party’s intellectual property rights. Other guarantees or indemnification arrangements include guarantees of product and service performance and standby letters of credit for lease facilities. It is not possible to determine the maximum potential amount under these indemnification obligations due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement. To date, we have not incurred any material costs as a result of such obligations and have not accrued any liabilities related to such obligations in the condensed consolidated financial statements. In addition, we indemnify our officers, directors and certain key employees while they are serving in good faith in their respective capacities. To date, there have been no claims under any indemnification provisions.
Note 8. Leases


PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

We lease office facilities under non-cancelable operating lease agreements expiring through October 2028.July 2032. Our lease agreements do not contain any material residual value guarantees or restrictive covenants. During the first quarter of fiscal 2021, we entered into several leases to add office space and executed a data center lease resulting in additional lease payments of $6.8 million. The components of lease costs during the periods presented were as follows (in thousands):
First Quarter of Fiscal
20202021
Fixed operating lease cost$8,483  $8,749  
Variable lease cost (1)
2,100  2,651  
Short-term lease cost (12 months or less)861  1,507  
Total lease cost$11,444  $12,907  

 Three Months Ended Six Months Ended
 July 31, 2019 July 31, 2019
Fixed operating lease cost$8,228
 $16,711
Variable lease cost (1)
2,242
 4,342
Short-term lease cost (12 months or less)1,484
 2,345
Total lease cost$11,954
 $23,398
——————————
(1) Variable lease cost for the threefirst quarter of fiscal 2020 and six months ended July 31, 20192021 predominantly includesincluded common area maintenance charges.

At the end of the first quarter of fiscal 2021, the weighted-average remaining lease term is 5.65 years, and the weighted-average discount rate is 6.42%. Future lease payments under our non-cancelable operating leases asat the end of July 31, 2019the first quarter of fiscal 2021 were as follows (in thousands):
Fiscal Years EndingOperating Leases
The remainder of 2021$27,916  
202231,710  
202325,506  
202419,272  
202515,775  
Thereafter33,139  
Total future lease payments153,318  
Less: imputed interest(27,492) 
Present value of lease liabilities$125,826  
Fiscal Years Ending January 31,Operating Leases
The remainder of 2020$16,579
202133,269
202226,781
202321,478
202415,434
Thereafter31,236
Total future lease payments144,777
Less: imputed interest(23,831)
Present value of lease liabilities$120,946
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Supplemental cash flow information related to our operating leases for the six months ended July 31, 2019 as well as the weighted-average remaining lease term and weighted-average discount rate as of July 31, 2019 were as follows:
Cash paid for amounts included in the measurement of lease liabilities (in thousands)$16,167
Operating lease right-of-use assets obtained in exchange for operating lease liabilities$3,449
Weighted-average remaining lease term (years)5.28
Weighted-average discount rate6.46%


As previously disclosed in our Annual Report on Form 10-K for the year ended January 31, 2019 and under the previous lease accounting standard, ASC 840, Leases, the following table summarizes the future minimum lease payments due under operating leases as of January 31, 2019 (in thousands):

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Future lease payments in the above table do not include a data center lease that has not commenced with total undiscounted cash flows of $22.4 million with a lease term of 5.2 years.
Supplemental cash flow information related to our operating leases for the first quarter of fiscal 2020 and 2021 were as follows:
Year Ending January 31,Operating Leases
2020$31,297
202128,573
202224,381
202320,440
202414,780
Thereafter30,096
Total$149,567
First Quarter of Fiscal
20202021
Cash paid for amounts included in the measurement of lease liabilities (in thousands)$8,114  $8,688  
Operating lease right-of-use assets obtained in exchange for operating lease liabilities$2,327  $10,812  

Note 9. Restructuring and Other
In February 2020 and prior to the effects of the COVID-19 pandemic, we effected a workforce realignment plan as part of an effort to streamline our operations. We estimated approximately $6.5 million of restructuring costs related to one-time involuntary termination benefit costs, of which $5.8 million was recognized in the first quarter of fiscal 2021. The restructuring charge is included in restructuring and other on our condensed consolidated statement of operations. We expect to recognize the remaining costs associated with the plan of termination in the second quarter of fiscal 2021. The liability for unpaid amounts at the end of the first quarter was not material.

During the first quarter of fiscal 2021, we incurred incremental costs of $9.5 million directly related to the COVID-19 pandemic. These costs primarily included the write-off of marketing commitments no longer deemed to have value for the remainder of fiscal 2021, estimated non-recoverable costs for internal events that could not be held, and hazard related premiums to support manufacturing operations. Of the $9.5 million, $8.9 million is included in restructuring and other expenses and $0.6 million is included in cost of revenue on our condensed consolidated statement of operations.
Note 9.10. Stockholders’ Equity
Preferred Stock
We have 20,000,000 authorized shares of undesignated preferred stock, the rights, preferences and privileges of which may be designated from time to time by our board of directors. AsAt the end of July 31, 2019,the first quarter of fiscal 2021, there were no0 shares of preferred stock issued or outstanding.
Class A and Class B Common Stock
We have 2 classes of authorized common stock, Class A common stock, which we refer to as our "common stock", and Class B common stock. AsAt the end of July 31, 2019,the first quarter of fiscal 2021, we had 2,000,000,000 authorized shares of Class A common stock and 250,000,000 authorized shares of Class B common stock, with each class having a par value of $0.0001 per share. AsAt the end of July 31, 2019, 255,751,711the first quarter of fiscal 2021, 263,969,943 shares of Class A common stock were issued and outstanding.
Common Stock
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Share Repurchase Program
In August 2019, our board of directors approved the repurchase of up to $150.0 million of our Class A common stock. The authorization allows us to repurchase shares of our Class A common stock opportunistically and will be funded from available working capital. Repurchases may be made at management’s discretion from time to time on the open market through privately negotiated transactions, transactions structured through investment banking institutions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing. The share repurchase program does not obligate us to acquire any of our common stock, has no end date, and may be suspended or discontinued by us at any time without prior notice.
Repurchase The difference between cash paid for stock repurchases and underlying par value is recorded as a reduction to additional paid-in capital, to the extent the repurchases does not cause this balance to be reduced below zero, at which point the difference will be recorded as a reduction to accumulated deficit. During the first quarter of Common Stock
Concurrent with the issuance of the Notes (see Note 6),fiscal 2021, we repurchased and retired 1,008,5735,959,430 shares or $20.0 million, of our Class A common stock at $19.83an average purchase price of $11.75 per share which was equal tofor an aggregate repurchase price of $70.0 million. At the closing price per share of our Class A common stock on April 4, 2018, the dateend of the pricingfirst quarter of the offering of the Notes. The repurchased shares were recorded as a reduction of additional paid-in capital on the condensed consolidated balance sheet.fiscal 2021, $65.0 million remained available for future share repurchases under our current repurchase authorization.
Note 10.11. Equity Incentive Plans
Equity Incentive Plans
We maintain 2 equity incentive plans: the 2009 Equity Incentive Plan (the 2009 Plan) and the 2015 Equity Incentive Plan (the 2015 Plan). The 2015 Plan became effective in connection with our initial public offering (IPO) in October 2015 and serves as the successor to our 2009 Plan. The 2015 Plan provides for grants of incentive stock options to our employees and non-statutory stock options, stock appreciation rights, restricted stock, restricted stock unit awards (RSUs), performance stock awards, performance cash awards, and other forms of stock awards to our employees, directors and consultants. No new awards have been issued under our 2009 Plan after the effective date of our 2015 Plan. Outstanding awards granted under our 2009 Plan will remain subject to the terms of our 2009 Plan and applicable award agreements, until such outstanding awards that are stock options are exercised, terminated or expired by their terms.


PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Starting in December 2018, weWe net-share settle equity awards held by certain employees by withholding shares upon vesting to satisfy tax withholding obligations. The shares withheld to satisfy employee tax withholding obligations are returned to our 2015 Plan and will be available for future issuance. Payments for employees’ tax obligations to the tax authorities are recognized as a reduction to additional paid-in capital and reflected as a financing activity in our condensed consolidated statements of cash flows.
The exercise price of stock options will generally not be less than 100% of the fair market value of our common stock on the date of grant, as determined by our board of directors. Our equity awards generally vest over a two to four year period and expire no later than ten years from the date of grant.

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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
2015 Amended and Restated Employee Stock Purchase Plan
Our 2015 Employee Stock Purchase Plan (2015 ESPP) became effective in connection with our IPO.
TheIPO and was amended and restated in fiscal 2020. Our board of directors (or a committee thereof) has the authority under the 2015 ESPP allowsto establish the length and terms of the offering periods and purchase periods and the purchase price of the shares of common stock which may be purchased under the plan. The current offering terms allow eligible employees to purchase shares of our Class A common stock at a discount through payroll deductions of up to 30% of their eligible compensation, subject to a cap of 3,000 shares on any purchase date or $25,000 in any calendar year (as determined under applicable tax rules). In February 2019, we amended the offering terms under the 2015 ESPP on a prospective basis, to include an additional dollar cap of $7,500 per purchase period. The 2015 ESPP providescurrent terms also allow for a 24-month offering period beginning March 16th and September 16th of each year, andwith each offering period consistsconsisting of 4 6 months purchase periods, subject to a reset provision. IfFurther, currently, on each purchase date, eligible employees may purchase our common stock at a price per share equal to 85% of the lesser of the fair market value of our common stock (1) on the first trading day of the applicable offering period or (2) the purchase date.
Under the reset provision currently authorized, if the closing stock price on the offering date of a new offering falls below the closing stock price on the offering date of an ongoing offering, the ongoing offering would terminate immediately following the purchase of ESPP shares on the purchase date immediately preceding the new offering and participants in the terminated ongoing offering would automatically be enrolled in the new offering (ESPP reset), resulting in a modification. On each purchase date, eligible employees will purchase our Class A common stock at a price per share equalmodification charge to 85% ofbe recognized over the lesser of the fair market value of our Class A common stock (1) onnew offering period. During the first trading dayquarter of the applicable offering period or (2) the purchase date. Therefiscal 2021, there was an ESPP reset in the three months ended April 30, 2019 that resulted in a total modification charge of $2.2$23.8 million, which is being recognized over the new offering period ending March 15, 2021.2022.
We recognized stock-basedStock-based compensation expense related to our 2015 ESPP of $7.9was $11.4 million and $4.2$5.6 million during the three months ended July 31, 2018first quarter of fiscal 2020 and 2019 and $14.6 million and $15.7 million during2021. At the six months ended July 31, 2018 and 2019. Asend of July 31, 2019, there was $19.4 millionthe first quarter of fiscal 2021, total unrecognized stock-based compensation expensecost related to our 2015 ESPP was $49.8 million, which is expected to be recognized over a weighted-average period of 1.51.9 years.
Stock Options
A summary of the stock option activity under our equity incentive plans and related information is as follows:
 
 Options Outstanding
 
Number of
Shares
 
Weighted-
Average
Exercise Price
 
Weighted-
Average
Remaining
Contractual Life (In Years)
 
Aggregate
Intrinsic
Value (in thousands)
Balance as of January 31, 201935,465,543
 $8.34
 5.4 $339,591
Options exercised(3,862,965) 4.99
    
Options forfeited/canceled(343,662) 15.49
    
Balance as of July 31, 201931,258,916
 $8.67
 3.9 $218,450
Vested and exercisable as of July 31, 201925,407,263
 $7.54
 4.8 $203,215
 Options Outstanding
 Number of
Shares		Weighted-
Average
Exercise Price		Weighted-
Average
Remaining
Contractual Life (In Years)		Aggregate
Intrinsic
Value (in thousands)
Balance at the end of fiscal 202026,822,243  $8.97  3.9$237,803  
Options exercised(2,174,568) 4.32    
Options forfeited/canceled(108,184) 16.13    
Balance at the end of the first quarter of fiscal 202124,539,491  $9.36  3.8$127,583  
Vested and exercisable at the end of the first quarter of fiscal 202122,050,411  $8.62  4.2$126,788  
 
The aggregate intrinsic value of options vested and exercisable asat the end of July 31, 2019the first quarter of fiscal 2021 is calculated based on the difference between the exercise price and the closing price of $15.14$13.37 of our Class A common stock on July 31, 2019.the last day of the first quarter of fiscal 2021.

During the first quarter of fiscal 2020 and 2021, we recognized $5.5 million and $2.0 million in stock-based compensation expense related to stock options.
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

AsAt the end of July 31, 2019,the first quarter of fiscal 2021, total unrecognized employee compensation cost related to outstanding options was $20.6$8.5 million, which is expected to be recognized over a weighted-average period of 1.61.2 years.

RSUs
A summary of the RSU activity under our 2015 Plan and related information is as follows:
 Number of RSUs OutstandingWeighted-
Average
Grant Date
Fair Value		Aggregate
Intrinsic
Value (in thousands)
Unvested balance at the end of fiscal 202025,434,597  $18.72  $452,736  
Granted10,927,370  9.76  
Vested(2,524,966) 17.57  
Forfeited(1,092,135) 18.17  
Unvested balance at the end of the first quarter of fiscal 202132,744,866  $15.83  $438,253  
 Number of RSUs Outstanding 
Weighted-
Average
Grant Date
Fair Value
 Aggregate
Intrinsic
Value (in thousands)
Unvested balance as of January 31, 201921,917,550
 $17.94
 $392,515
Granted8,792,982
 19.81
 

Vested(4,352,885) 16.38
 

Forfeited(1,324,694) 18.47
 

Unvested balance as of July 31, 201925,032,953
 $18.84
 $378,999

During the three months ended July 31, 2018first quarter of fiscal 2020 and 2019,2021, we recognized $29.5$37.3 million and $40.4$46.8 million in stock-based compensation expense relatingrelated to RSUs. DuringAt the six months ended July 31, 2018 and 2019, we recognized $55.9 million and $77.7 million in stock-based compensation expense relating to RSUs. Asend of July 31, 2019,the first quarter of fiscal 2021, total unrecognized employee compensation cost related to unvested RSUs was $427.8$476.1 million, which is expected to be recognized over a weighted-average period of 3.0 years.
Restricted Stock
In January 2019, we issued 183,902 shares of performance restricted stock, at a target percentage of 100%, with both performance and service vesting conditions payable in common shares, from 0% to 160%, of the target number granted, contingent upon the degree to which the performance condition is met. The grant date for these shares was subsequently established when the performance condition was determined in March 2019. Any portion of shares that are not earned will be canceled.
During the three and six months ended July 31, 2019, we issued 60,716 and 1,291,194 shares of performance restricted stock, at a target percentage of 100%, with both performance and service vesting conditions payable in common shares, from 0% to 160%, of the target number granted, contingent upon the degree to which the performance condition is met. Any portion of shares that are not earned will be canceled. During the six months ended July 31, 2019, we also issued 108,494 shares of additional restricted stock earned based on the actual attainment of previously issued performance restricted stock awards.

A summary of the restricted stock activity under our 2015 Plan and related information is as follows:
 Number of Restricted Stock OutstandingWeighted-
Average
Grant Date
Fair Value		Aggregate
Intrinsic
Value (in thousands)
Unvested balance at the end of fiscal 20202,127,206  $19.58  $37,684  
Vested(543,859) 19.43  
Forfeited/canceled(229,605) 20.15  
Unvested balance at the end of the first quarter of fiscal 20211,353,742  $19.55  $18,100  
 Number of Restricted Stock Outstanding 
Weighted-
Average
Grant Date
Fair Value
 Aggregate
Intrinsic
Value (in thousands)
Unvested balance as of January 31, 20192,267,569
 $18.70
 $40,612
Granted1,399,688
 20.30
  
Vested(843,321) 19.85
  
Unvested balance as of July 31, 20192,823,936
 $19.25
 $42,754

All unvested shares of restricted sharesstock are subject to cancellation to the extent vesting conditions are not met. During the three months ended July 31, 2018first quarter of fiscal 2020 and 2019,2021, we recognized $6.7$7.5 million and $7.4$4.3 million in stock-based compensation expense relatingrelated to restricted stock. DuringAt the six months ended July 31, 2018 and 2019, we recognized $10.2 million and $14.8 million in stock-based compensation expense relating to restricted stock. Asend of July 31, 2019,

PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

the first quarter of fiscal 2021, total unrecognized employee compensation cost related to unvested restricted stock was $30.6$9.9 million, which is expected to be recognized over a weighted-average period of 2.31.6 years.
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
Stock-Based Compensation Expense
The following table summarizes the components of stock-based compensation expense recognized in the condensed consolidated statements of operations (in thousands):
 
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
Cost of revenue—product$720
 $954
 $1,328
 $1,931
Cost of revenue—support subscription2,929
 3,633
 5,613
 7,584
Research and development22,232
 29,108
 43,322
 57,353
Sales and marketing17,269
 16,055
 31,209
 34,369
General and administrative10,504
 8,654
 16,137
 19,324
Total stock-based compensation expense$53,654
 $58,404
 $97,609
 $120,561

 First Quarter of Fiscal
 20202021
Cost of revenue—product$977  $996  
Cost of revenue—subscription services3,951  3,392  
Research and development28,245  28,711  
Sales and marketing18,314  16,272  
General and administrative10,670  9,323  
Total stock-based compensation expense$62,157  $58,694  
The tax benefit related to stock-based compensation expense for all periods presented was not material.
Note 11.12. Net Loss per Share Attributable to Common Stockholders
Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class method required for participating securities.
Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period, less shares subject to repurchase. Diluted net loss per share attributable to common stockholders is computed by giving effect to all potentially dilutive common stock equivalents, including our outstanding stock options, common stock related to unvested RSUs, repurchasable shares from early exercised stock options and restricted stock, our Notes to the extent dilutive, and common stock issuable pursuant to the ESPP. These potentially dilutive common stock equivalents have been excluded from the calculation of diluted net loss per share attributable to common stockholders as their effect is anti-dilutive.
The following table sets forth the computation of basic and diluted net loss per share attributable to common stockholders (in thousands, except per share data):
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
  ��     
Net loss$(60,123) $(66,018) $(124,427) $(166,354)
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted229,359
 251,298
 226,609
 248,366
Net loss per share attributable to common stockholders, basic and diluted$(0.26) $(0.26) $(0.55) $(0.67)



PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

 First Quarter of Fiscal
 20202021
Net loss$(100,336) $(90,594) 
Weighted-average shares used in computing net loss per share attributable to common stockholders, basic and diluted245,334  262,935  
Net loss per share attributable to common stockholders, basic and diluted$(0.41) $(0.34) 
The following weighted-average outstanding shares of common stock equivalents were excluded from the computation of diluted net loss per share attributable to common stockholders for the periods presented because including them would have been anti-dilutive (in thousands):
 
 First Quarter of Fiscal
 20202021
Stock options to purchase common stock34,001  25,590  
Unvested RSUs23,846  29,146  
Restricted stock subject to repurchase2,632  1,705  
Shares related to convertible senior notes21,884  21,884  
Shares issuable pursuant to the ESPP297  1,046  
Total82,660  79,371  
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
Stock options to purchase common stock40,920
 31,739
 42,923
 32,852
Unvested RSUs19,957
 25,513
 19,486
 24,743
Restricted stock and early exercised stock options subject to repurchase3,327
 2,917
 2,585
 2,777
Shares related to Notes21,884
 21,884
 13,783
 21,884
Shares issuable pursuant to ESPP1,154
 720
 1,127
 720
Total87,242
 82,773
 79,904
 82,976
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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 12.13. Other Income (Expense), Net

Other income (expense), net consists of the following (in thousands):
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
Interest income (1)
$4,783
 $6,772
 $6,654
 $13,606
Interest expense (2)
(6,615) (6,981) (8,113) (13,648)
Foreign currency transactions losses(2,273) (443) (4,407) (2,426)
Other income73
 —
 835
 —
Total other income (expense), net$(4,032) $(652) $(5,031) $(2,468)
First Quarter of Fiscal
20202021
Interest income(1)
$6,834  $6,231  
Interest expense(2)
(6,667) (7,151) 
Foreign currency transactions losses(1,981) (2,386) 
Other expense(2) (110) 
Total other income (expense), net$(1,816) $(3,416) 


(1) Interest income includes interest income related to our cash, cash equivalents and marketable securities and non-cash interest income (expense) related to accretion (amortization) of the discount (premium) on marketable securities.

(2) Interest expense includes non-cash interest expense related to amortization of the debt discount and debt issuance costs of the Notes and the contractual interest expense related to the Notes for the three and six months ended July 31, 2018 and 2019.long-term debt.

Note 13.14. Income Taxes
Our provision for income tax provision was primarily due toreflects taxes on international operations and state income taxes. The difference between the income tax provision that would be derived by applying the statutory rate to our loss before income taxes and the income tax provision recorded was primarily attributable to changes in our valuation allowance, non-deductible stock-based compensation expense and research and development credits.
At the tax rate differential betweenend of the U.S. and foreign countries.
Asfirst quarter of July 31, 2019,fiscal 2021, there were no material changes to either the nature or the amounts of the uncertain tax positions previously determined for the year ended January 31, 2019.fiscal 2020.

Note 14.15. Segment Information
Our chief operating decision maker is a group comprised of our Chief Executive Officer our Chief Financial Officer, and our President. This group. Our chief operating decision maker reviews financial information presented on a consolidated basis forfor purposes of allocating resources and evaluating financial performance. We have 1 business activity and there are no0 segment managers who are held accountable for operations or operating results. Accordingly, we have a single reportable segment.


PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)

Disaggregation of Revenue
The following table depicts the disaggregation of revenue by geographic area based on the billing address of our customers and is consistent with how we evaluate our financial performance (in thousands):
 First Quarter of Fiscal
 20202021
United States$228,939  $264,146  
Rest of the world97,761  102,973  
Total revenue$326,700  $367,119  

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PURE STORAGE, INC.
Notes to Condensed Consolidated Financial Statements (Unaudited)
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
        
United States$229,760
 $294,596
 $414,678
 $523,535
Rest of the world79,124
 101,731
 150,151
 199,492
Total revenue$308,884
 $396,327
 $564,829
 $723,027
Long-livedLong-Lived Assets by Geographic Area
Long-lived assets, which are comprised of property and equipment, net, by geographic area are summarized as follows (in thousands):
 
 As of
January 31, 2019		 As of
July 31, 2019
    
United States$120,876
 $121,454
Rest of the world4,477
 9,594
Total long-lived assets$125,353
 $131,048

At the End of
 Fiscal 2020First Quarter of Fiscal 2021
United States$113,942  $127,006  
Rest of the world8,798  9,202  
Total long-lived assets$122,740  $136,208  
 
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Note 15. Subsequent events
Share Repurchase Program
In August 2019, our boardTable of directors approved a share repurchase program. All material terms of this program are disclosed in Note 9 Stockholders’ Equity.Contents
Departure of Officer
In August 2019, we announced that Timothy Riitters, our Chief Financial Officer, will be departing later this year. Mr. Riitters' departure is not related to any issues regarding the integrity of our financial statements, accounting policies and practices.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of our financial condition, results of operations and cash flows should be read in conjunction with the (1) unaudited condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q, and (2) audited consolidated financial statements and notes thereto and 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 January 31, 2019.February 2, 2020. This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. Such forward-looking statements are subject to risks, uncertainties and other 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, impacts on our business and general economic conditions due to the COVID-19 pandemic, those identified herein, and those discussed in the section titled “Risk Factors”, set forth in Part II, Item 1A of this Form 10-Q and in our other SEC filings. We disclaim any obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Our fiscal year end is the first Sunday after January 31.30.

Overview
We help innovatorsData is foundational to build a better world with data. As data continues to growour customers' digital transformation and organizations strive to mine intelligence from data the need for real-time analytics increases, we are focused on delivering software-definedinnovative and disruptive technology and data storage solutions that are uniquely fast and cloud-capable, enablingenable customers to maximize the value of data, gain competitive advantagetheir data. We started with the vision of making flash storage available to enterprise organizations everywhere and keep pace with cutting edge developments. Ourestablished an entirely new customer experience including our innovative data platform replaces storage systems designed for mechanical disk with all-flash systems optimized end-to-end for solid-state memory. Pure1, our cloud-based management and support platform, helps predictively resolve potential issues and simplify storage administration. We provide a customer first business model that replaces the traditional forklift upgrade cycle with an Evergreen Storage subscription model builtthat radically simplified storage ownership and reduced total cost of ownership for our customers.
Our solutions serve data workloads on-premise, in the cloud, or hybrid environments and include mission-critical production, test/development, analytics, disaster recovery, and backup/recovery.
Our Modern Data Experience vision begins with our portfolio of products and subscription services that is transforming and modernizing storage operations for our customers. Our Modern Data Experience vision extends to keep customersan innovative and highly-integrated data platform of products and subscription services, consisting of Cloud Data Infrastructure (integrated hardware and software appliances which run in on-premise data centers), Cloud Data Services (software services which run natively in major public cloud infrastructures), and Cloud Data Management (software hosted data management services to manage our entire platform).The Modern Data Experience is based on the cutting edge without downtime or performance impact.four key pillars: Fast Matters, Cloud Everywhere, Simple is Smart, and Subscription to Innovation.
We were incorporated in October 2009 and are headquartered in Mountain View, California, with operations throughout the world. Our primary offerings include our FlashArray and FlashBlade products, inclusive of our Purity Operating Environment (Purity OE) software, our Pure1 cloud-based management and support software, FlashStackFast Matters - Speed is critical to customer experience and engagement, and therefore, we design our high-performance solutions to allow applications, analytics, and development to move and execute quickly in order for our customers to make impactful decisions. We redefine fast by delivering low-latency, high bandwidth, and maximum density technologies. For example, accelerating core applications enables rapid response and deployment which reduces costs while increasing enterprise resilience.
Cloud Everywhere Artificial Intelligence Ready Infrastructure (AIRI)-, Providing our joint converged Infrastructure offerings,customers the opportunity to transform their data management to a full or hybrid cloud model. This model reduces costs and Evergreen Storage Service (ES2),adds agility through an API-defined platform, a cloud-like, storage consumption offering that enables customers to purchase on-premises or offsite-hosted private storage on a pay-per-month-per-terabyte basis, after a baseline commitment.
Since launching in 2012, our customer base has grown to approximately 6,600 customers, including over 40% of the Fortune 500. Our customers include enterprise and commercial organizations, cloud, global systems integrators, and service providers across a diverse set of industry verticals, consumer web, education, energy, financial services, governments, healthcare, manufacturing, media, retail and telecommunications. Our data services are used for a broad set of use cases, including database applications, large-scale analytics, artificial intelligence / machine learning, privateconsistent on-premise and public cloud infrastructureexperience, seamless data mobility and webscale applications, virtual server infrastructurecomprehensive data protection. This multi-cloud environment delivers increased flexibility, fast global recovery, and virtual desktop infrastructure.minimized application downtime through automated response.
Simple is Smart- From day one, our storage solutions are designed to be simple, allowing our customers to reduce time spent managing the storage platform including issue resolution. Our data platform helps customers scale their businesses throughstorage dashboards present real-time and more accurate analytics, increase employee productivity, improve operational efficiency,intuitive platform analytics; meanwhile, AI-based optimization proactively analyzes future workloads and deliver more compelling user experiencesglobal network issues to their customerslimit unforeseen infrastructure problems.
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Subscription to Innovation- Delivering a subscription with low total cost of ownership, eliminating the need for forklift hardware replacements, and partners. We define a customer as an end user that purchases our productsproviding customizable capacity and services either from one of our channel partners or from us directly. No end user customer represented 10% or more of revenuemobility, whether on-premise, in the three and six months ended July 31, 2018 and 2019.
cloud or hybrid cloud. We have continued to experience substantial growth, with revenue for the three months ended July 31, 2018 and 2019 of $308.9 million and $396.3 million, representing year-over-year growth of 28%. For the six months ended July 31, 2018 and 2019expect our revenue was $564.8 million and $723.0 million, representing year-over-year growth of 28%. Our revenue growth rate may continue to decline as our business scales, even if our revenue continues to grow in absolute terms. We have continued to make significant expenditures and investments, including in personnel-related costs,subscription services sales and marketing, infrastructure and operations, and have incurred net losses in each period since our inception, including net losses of $60.1 million and $66.0 million for the three months ended July 31, 2018 and 2019, and $124.4 million and $166.4 million for the six months ended July 31, 2018 and 2019.
Since our founding, we have invested heavily in growing our business. Our headcount increased from over 2,800 employees as of January 31, 2019 to over 3,300 employees as of July 31, 2019. We intend to continue to invest in our research and development organization to extend our technology leadership, enhance the functionalitygrow faster than sales of our existing products and introduce new products. By investing in research and development, we believe we will be well positioned to continue our rapid growth and take advantage of our large market opportunity.
We also intend to continue to invest in and expand our sales and marketing functions and channel programs, including expanding our global network of channel partners, hiring sales personnel and carrying out associated marketing activities in key geographies. By investing in sales and technical training, demand generation and partner programs, we believe we can enable many of our partners to independently identify, qualify, sell and upgrade customers, with limited involvement from us.
In addition, we intend to expand and continue to invest in our international operations, which we believe will be an important factor in our continued growth. Our revenue generated from customers outside of the United States was 27% and 28% for the six months ended July 31, 2018 and 2019.

Asintegrated appliances as a result of our strategycustomers choosing to increaseconsume our investments in researchtechnologies as a service including Evergreen Storage, Pure as-a-Service and development, sales, marketing, support and international expansion, we expect toCloud Data Services subscription services.
Coronavirus (COVID-19)
We continue to incur operating lossesactively monitor, evaluate and may incur negative cash flows from operationsrespond to developments relating to the Coronavirus (COVID-19) pandemic. The global pandemic has resulted in the near futuresignificant global social and require additional capital resources to execute strategic initiatives to grow our business.
Our Business Model
We sell our data platform predominantly through a high touch, channel-fulfilled model. Our sales force works collaboratively with our global network of distributionbusiness disruption and channel partners, which provides us broad sales reach while maintaining direct customer engagement and is responsible for large account penetration, global account coordination, and overall market development. Our channel partners help market and sell our products, typically with assistance from our sales force. This joint sales approach provides us with the benefit of direct relationships with substantially all of our customers and expands our reach through the relationships of our channel partners. In certain geographies, we sell through a two-tier distribution model. We also sell to service providers that deploy our products and offer cloud-based storage services to their customers. We intend to continue to invest in the channel to add more partners and to expand our reach to customers through our channel partners’ relationships. One channel partner represented 10% or more of revenue for the three months ended July 31, 2018. No channel partner represented 10% or more for the three months ended July 31, 2019. No channel partner represented 10% or more of revenue for the six months ended July 31, 2018 and 2019.economic contraction.
Our business model enables customers to broadly adopt flash for a wide variety of workloads in their data centers, with some of our most innovative customers adopting all-flash data centers. We have not charged separately for software, meaning that when a customer buys a FlashArray, FlashBlade, FlashStack, or AIRI, all operating software functionality is included in the base purchase price, and the customer is entitled to updates and new features to the operating software as long as the customer maintains an active support subscription agreement. By keeping our business model simple and efficient, we allow customers to buy more products and expand their footprint more easily while allowing us to reduce our sales and marketing costs.
To deliver on the next level of operational simplicity and support excellence, we designed Pure1, our integrated cloud-based management and support platform. Pure1 enables our customers, support staff and partners to collaborate to achieve the best customer experience and is included with an active support subscription agreement. In addition, our Evergreen Storage Service program provides our customers who continually maintain active and eligible maintenance and support for three years with an included controller refresh with each additional three year support subscription renewal. In this way, our customers improve and extend the service life of their arrays, we reduce our cost of support by keeping the array modern and we encourage capacity expansion. In accordance with revenue recognition accounting guidance, we recognize the allocated revenue of the controllers and expense the related cost in the period in which we ship these controllers.
The combination of our high-performance, all-flash products, our exceptional support and our innovative business model has had a substantial impact on customer success and loyalty and is a strong driver of both initial purchase and additional purchases of our products. For customers that have been with us for at least 12 months as of July 31, 2019, for every $1 of initial product purchase, our top 25 customers on average spent approximately $9 on new product purchases in the first 18 months following their initial purchase.
Trends in Our Business and Industry

Demand for Data in the Multi-Cloud Environment

In today’s multi-cloud environment, data is the strategic core that enables competitiveness and differentiation for businesses -- collecting vast amounts of data, analyzing it rapidly, discovering new insights, and ultimately delivering new innovations and experiences otherwise impossible without data. We continue to make significant investments in our business to enable data-centric architecture to support today and tomorrow’s volume and velocity of data and to ensure the performance and reliability required for new data-driven applications, while substantially reducing costs and complexity for our customers. We believe that the shift in consumption models, like our ES2 offering, and in deployment models, as demonstrated by the desire for hybrid deployment technologies, like our upcoming Cloud Data

Services, are at the core of the trend toward multi-cloud environments. Data-centric architecture supports a wide range of classic business applications as well as modern webscale-architecture applications enabling our customers can manage their existing applications more efficiently while they modernize their applications both on-premise and in the cloud.

Adoption of All-Flash Storage Systems

Organizations are replacing traditional disk-based systems with all-flash storage systems, including those based on NVMe technologies, due to their higher performance, reliability and efficiency. Flash continues to penetrate the data center at a steady rate, and our success depends on the continued adoption of all-flash storage systems. To the extent more organizations recognize the benefits of all-flash storage and the adoption of all-flash storage increases, our target customer base will expand, and demand for all-flash storage will rise.

Adding New Customers and Expanding Sales to Our Existing Customer Base

In order to capture long-term strategic opportunities, we intend to continue to target new customers, including large enterprises, service providers and government organizations, by continuing to invest in our field sales force and extending our relationships with key channel partners. We also expect that a substantial portion of our future sales will continue to be sales to existing customers, including expansion of existing arrays.

Seasonality in our Business Operations

Consistent with the seasonality of enterprise IT as a whole, we generally experience the lowest demand for our products and services infinancial results during the first quarter of fiscal 2021 benefited from increased customer demand of mission critical IT needs arising in response to the unprecedented pandemic.We fulfilled these orders without significant delays and supply shortages based on the resilience of our global supply chain and manufacturing operations. Partially offsetting this tailwind, we saw an increase in opportunities in our pipeline that were expected to close during the quarter but did not close. We also experienced lower demand levels in certain international countries that are significantly impacted by the pandemic. Operating expenses during the first quarter of fiscal year and the greatest demand for our products and services2021 were also lower as a result of impacts of COVID-19 in the last quarterareas of our fiscal year. Furthermore, we typically focus investments intoreduced travel, marketing costs, and personnel costs.
The global economic contraction due to COVID-19 has created significant uncertainty and is expected to have an adverse impact on our sales organization, along with significant product launches, ingrowth during fiscal 2021, however, we are not able to currently estimate the first half of our fiscal year. As a result, we expect that our business and results of operations will fluctuate from quarter to quarter, reflecting seasonally softer revenue and operating margin in the first half of our fiscal year, followed by a stronger second half, the relative impact of which will grow as we operate at a larger scale.ultimate impact.

Components of Results of Operations
Revenue
We derive revenue primarily from the sale of our FlashArray and FlashBlade products and support Evergreen Storage, Pure as-a-Service and Cloud Data Services subscription services. Subscription services also include our professional services offerings such as installation and implementation consulting services.
Provided that all other revenue recognition criteria have been met, we typically recognize product revenue upon transfer of control to our customers and the satisfaction of our performance obligations. Products are typically shipped directly by us to customers, and our channel partners do not stock our inventory. We expect our product revenue may vary from period to period based on, among other things, the timing and size of orders and delivery of products and the impact of significant transactions.
We provide our support subscription services pursuant to support subscription agreements, which involve customer support, hardware maintenance and software upgrades for a period of generally one to six years. Support subscription services includes our ES2 offering. We recognize revenue from support Evergreen Storage subscription services agreements and Pure as-a-Service ratably over the contractual service period.period and professional services as delivered. We expect our support subscription services revenue to increase as we add new customers and our existing customers renew support subscription agreements.and expand their consumption and service levels.
Cost of Revenue
Cost of product revenue primarily consists of costs paid to our third-party contract manufacturers, which includes the costs of our raw material components, and personnel costs associated with our manufacturing operations. Personnel costs consist of salaries, bonuses and stock-based compensation expense. Our cost of product revenue also includes allocated overhead costs, inventory write-offs, amortization of intangible assets pertaining to developed technology, and freight. Allocated overhead costs consist of certain employee benefits and facilities-related costs. We expect our cost of product revenue to increase in absolute dollars as our product revenue increases.

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Cost of support subscription services revenue primarily consists of personnel costs associated with delivering our customer support organization, parts replacement costs,subscription and professional services, part replacements, allocated overhead costs and depreciation of computer equipmentinfrastructure used forto deliver our ES2 offering.subscription services. We expect our cost of support subscription services revenue to increase in absolute dollars, as our support subscription services revenue increases.
Operating Expenses
Our operating expenses consist of research and development, sales and marketing, and general and administrative expenses and restructuring and other expenses. Salaries and personnel-related costs, including stock-based compensation expense, are the most significant component of each category of operating expenses. Operating expenses also include allocated overhead costs for employee benefits and facilities-related costs.
Research and Development. Research and development expense consistsexpenses consist primarily of employee compensation and related expenses, prototype expenses, depreciation associated with assets acquired for research and development, third-party engineering and contractor support costs, as well as allocated overhead. We expect our research and development expense to increase in absolute dollars and it may decreaseincrease slightly as a percentage of revenue, as we continue to invest in new and existing products and build upon our technology leadership.technologies.
Sales and Marketing. Sales and marketing expense consistsexpenses consist primarily of employee compensation and related expenses, sales commissions, marketing programs, travel and entertainment expenses as well as allocated overhead. Marketing programs consist of advertising, events, corporate communications and brand-building activities. We expect our sales and marketing expense to increase in absolute dollars and it may decrease as a percentage of revenue, as we expandrevenue. We intend to continue expanding our sales force and increase our marketing resources, expand into new markets and further developincreasing investments with our channel program.partners. We believe these costs will be offset by efficiencies as we scale.
General and Administrative. General and administrative expense consistsexpenses consist primarily of compensation and related expenses for administrative functions including finance, legal, human resources, IT and fees for third-party professional services as well as amortization of intangible assets pertaining to defensive technology patents and allocated overhead. We expect our general and administrative expense to increase in absolute dollars and it may decreaseincrease slightly as a percentage of revenue, as we continue to invest in the growth of our business.
Other Income (Expense), Net
Other income (expense), net consists primarily of interest income earned onrelated to cash, cash equivalents and marketable securities, interest expense fromrelated to convertible senior notes and gains (losses) from foreign currency transactions.
Provision for Income Tax ProvisionTaxes
Income tax provisionProvision for income taxes consists primarily of income taxes in certain foreign jurisdictions in which we conduct business and state income taxes in the United States. We have recorded no U.S. federal current income tax and provided a full valuation allowance for U.S. deferred tax assets, which mainly includes net operating loss carryforwards and tax credits related primarily to research and development. We expect to maintain this full valuation allowance for the foreseeable future as it is more likely than not that the deferred tax assets will not be realized based on our history of losses.

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Results of Operations
The following tables set forth our results of operations for the periods presented in dollars and as a percentage of total revenue (dollars in thousands, unaudited): 
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
        
Consolidated Statements of Operations Data:     
Revenue: 
  
    
Product$241,137
 $300,128
 $436,586
 $538,869
Support subscription67,747
 96,199
 128,243
 184,158
Total revenue308,884
 396,327
 564,829
 723,027
Cost of revenue: 
  
    
Product (1)
78,262
 92,870
 144,682
 169,462
Support subscription (1)
24,457
 35,138
 47,667
 68,859
Total cost of revenue102,719
 128,008
 192,349
 238,321
Gross profit206,165
 268,319
 372,480
 484,706
Operating expenses: 
  
    
Research and development (1)
84,031
 107,020
 162,523
 212,095
Sales and marketing (1)
143,749
 186,188
 266,116
 352,814
General and administrative (1)
33,591
 40,016
 60,921
 82,126
Total operating expenses261,371
 333,224
 489,560
 647,035
Loss from operations(55,206) (64,905) (117,080) (162,329)
Other income (expense), net(4,032) (652) (5,031) (2,468)
Loss before provision for income taxes(59,238) (65,557) (122,111) (164,797)
Income tax provision885
 461
 2,316
 1,557
Net loss$(60,123) $(66,018) $(124,427) $(166,354)

(1)
Includes stock-based compensation expense as follows (in thousands):
 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
        
Cost of revenue—product$720
 $954
 $1,328
 $1,931
Cost of revenue—support subscription2,929
 3,633
 5,613
 7,584
Research and development22,232
 29,108
 43,322
 57,353
Sales and marketing17,269
 16,055
 31,209
 34,369
General and administrative10,504
 8,654
 16,137
 19,324
Total stock-based compensation expense$53,654
 $58,404
 $97,609
 $120,561


 Three Months Ended July 31, Six Months Ended July 31,
 2018 2019 2018 2019
 
      
Condensed Consolidated Statements of Operations Data: 
  
    
Revenue: 
  
    
Product78.1 % 75.7 % 77.3 % 74.5 %
Support subscription21.9
 24.3
 22.7
 25.5
Total revenue100.0
 100.0
 100.0
 100.0
Cost of revenue: 
  
  
  
Product25.4
 23.4
 25.6
 23.5
Support subscription7.9
 8.9
 8.5
 9.5
Total cost of revenue33.3
 32.3
 34.1
 33.0
Gross profit66.7
 67.7
 65.9
 67.0
Operating expenses: 
  
  
  
Research and development27.2
 27.0
 28.8
 29.3
Sales and marketing46.5
 47.0
 47.1
 48.8
General and administrative10.9
 10.1
 10.7
 11.4
Total operating expenses84.6
 84.1
 86.6
 89.5
Loss from operations(17.9) (16.4) (20.7) (22.5)
Other income (expense), net(1.3) (0.2) (0.9) (0.3)
Loss before provision for income taxes(19.2) (16.6) (21.6) (22.8)
Income tax provision0.3
 0.1
 0.4
 0.2
Net loss(19.5)% (16.7)% (22.0)% (23.0)%
Revenue
 Three Months Ended 
 July 31,		 Change Six Months Ended July 31, Change
 2018 2019 $ % 2018 2019 $ %
(dollars in thousands, unaudited)               
Product revenue$241,137
 $300,128
 $58,991
 24% $436,586
 $538,869
 $102,283
 23%
Support subscription revenue67,747
 96,199
 28,452
 42% 128,243
 184,158
 55,915
 44%
Total revenue$308,884
 $396,327
 $87,443
 28% $564,829
 $723,027
 $158,198
 28%

 First Quarter of FiscalChange
 20202021$%
(dollars in thousands, unaudited)
Product revenue$238,741  $246,939  $8,198  3 %
Subscription services revenue87,959  120,180  32,221  37 %
Total revenue$326,700  $367,119  $40,419  12 %
Total sales or bookings of our products and subscription services during the first quarter of fiscal 2021 increased approximately 24% compared to the first quarter of fiscal 2020. Total sales or bookings includes orders that have not been fulfilled and are cancellable are excluded from the remaining performance obligation.
Total revenue increased by $87.4$40.4 million, or 28%12%, during the three months ended July 31, 2019first quarter of fiscal 2021 compared to the three months ended July 31, 2018first quarter of fiscal 2020. 
The increase in total sales and increased by $158.2 million, or 28%, during the six months ended July 31, 2019 compared to the six months ended July 31, 2018. The increases in product revenue for both periods were primarily driven by higher FlashArray and FlashBlade revenue, due to both repeat purchases from existing customers and a growing number of new customers. The number of customers grew from over 5,150 as of July 31, 2018 to approximately 6,600 as of July 31, 2019. The increases in support subscription revenue for both periods were primarilywas largely driven by an increase in maintenancesales of our Evergreen Storage subscription services, and supportsales of our unified subscription agreements sold with increasedthat includes Pure as-a-Service and Cloud Block Store.
Sales of FlashArray//C and FlashBlade, and repeat sales to existing customers contributed to the growth of product sales,revenue during first quarter of fiscal 2021.
During the first quarter of fiscal year 2021, total revenue in the United States grew 15% from $228.9 million to $264.1 million year over year and total rest of the world revenue grew 5% from $97.8 million to $103.0 million year over year. For further details on revenues by geography, see Note 15 of Part I, Item 1 of this Quarterly Report on Form 10-Q.
Deferred Revenue
Deferred revenue primarily consists of amounts that have been invoiced but have not yet been recognized as well as increased recognitionrevenue including performance obligations pertaining to subscription services. The current portion of deferred support subscription revenue contracts.represents the amounts that are expected to be recognized as revenue within one year of the condensed consolidated balance sheet dates.
Changes in total deferred revenue during the periods presented are as follows (in thousands, unaudited):


First Quarter of Fiscal
20202021
Beginning balance$535,920  $697,288  
Additions117,894  131,734  
Recognition of deferred revenue(89,584) (122,962) 
Ending balance$564,230  $706,060  
Revenue recognized during the first quarter of fiscal 2020 and 2021, from deferred revenue at the beginning of each respective period was $79.3 million and $108.7 million.
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Remaining Performance Obligations
Total contracted but not recognized revenue was $912.0 million at the end of the first quarter of fiscal 2021. Contracted but not recognized revenue consists of both deferred revenue and non-cancelable amounts that are expected to be invoiced and recognized as revenue in future periods. For orders that are contracted but have not been fulfilled and that can be canceled by customers, the order values are excluded from remaining performance obligations. Of the $912.0 million contracted but not recognized revenue at the end of the first quarter of fiscal 2021, we expect to recognize approximately 42% over the next 12 months, and the remainder thereafter.
Cost of Revenue and Gross Margin
 
First Quarter of FiscalChange
20202021$%
(dollars in thousands, unaudited)
Product cost of revenue$75,615  $68,289  $(7,326) (10)%
Stock-based compensation977  996  19  2 %
Total product cost of revenue$76,592  $69,285  $(7,307) (10)%
% Product revenue32 %28 %
Subscription services cost of revenue$29,770  $37,617  $7,847  26 %
Stock-based compensation3,951  3,392  (559) (14)%
Total subscription services cost of revenue$33,721  $41,009  $7,288  22 %
% of Subscription services revenue38 %34 %
Total cost of revenue$110,313  $110,294  $(19) — %
% of Total revenue34 %30 %
Product gross margin68 %72 %  
Subscription services gross margin62 %66 %  
Total gross margin66 %70 %  
 Three Months Ended 
 July 31,		 Change Six Months Ended 
 July 31,		 Change
 2018 2019 $ % 2018 2019 $ %
(dollars in thousands, unaudited)               
Product cost of revenue$78,262
 $92,870
 $14,608
 19% $144,682
 $169,462
 $24,780
 17%
Support subscription cost of revenue24,457
 35,138
 10,681
 44% 47,667
 68,859
 21,192
 44%
Total cost of revenue$102,719
 $128,008
 $25,289
 25% $192,349
 $238,321
 $45,972
 24%
Product gross margin67.5% 69.1%  
  
 66.9% 68.6%    
Support subscription gross margin63.9% 63.5%  
  
 62.8% 62.6%    
Total gross margin66.7% 67.7%  
  
 65.9% 67.0%    


Cost of revenue increased by $25.3 million, or 25%,Product gross margin benefited during the three months ended July 31, 2019 compared to the three months ended July 31, 2018 and increased by $46.0 million, or 24%, during the six months ended July 31, 2019 compared to the six months ended July 31, 2018. first quarter of fiscal 2021 primarily from sales of larger FlashArray systems. The increasesincrease in productsubscription services cost of revenue for both periods were primarily driven by increased product sales and, to a lesser extent, by the increased costs in our manufacturing operations associated with increased headcount. The increases in support subscription cost of revenue for both periods werewas primarily attributable to higher costs in our customer support organization as we continue to scale our business. Total headcountorganization. The increase in these functions increased 32% from July 31, 2018 to July 31, 2019.
Totalsubscription services gross margin increased from 66.7% in the three months ended July 31, 2018 to 67.7% in the three months ended July 31, 2019 and increased from 65.9% in the six months ended July 31, 2018 to 67.0% in the six months ended July 31, 2019. Product gross margin increased 1.6 percentage points from the three months ended July 31, 2018 to the three months ended July 31, 2019 and increased 1.7 percentage points in the six months ended July 31, 2018 to the six months ended July 31, 2019, primarilywas driven by strong performance across our product lines and lower component costs. Support subscription gross margin remained relatively consistentincreased renewals in both the three and six months ended July 31, 2018Evcompared to the three and six months ended July 31, 2019.ergreen subscriptions.
Operating Expenses
Research and Development
First Quarter of FiscalChange
20202021$%
(dollars in thousands, unaudited)
Research and development$76,830  $83,735  $6,905  9 %
Stock-based compensation28,245  28,711  466  2 %
Total expenses$105,075  $112,446  $7,371  7 %
% of Total revenue32 %31 %

30
 Three Months Ended July 31, Change Six Months Ended July 31, Change
 2018 2019 $ % 2018 2019 $ %
(dollars in thousands, unaudited)               
Research and development$84,031
 $107,020
 $22,989
 27% $162,523
 $212,095
 $49,572
 31%
Table of Contents

Research and development expense increased by $23.0$7.4 million, or 27%7%, during the three months ended July 31, 2019first quarter of fiscal 2021 compared to the three months ended July 31, 2018,first quarter of fiscal 2020, as we continuedcontinue to innovate and develop technologies to both enhance and expand our product offerings.solution portfolio. The increase was primarily driven by a $19.2$12.8 million increase in employee compensation and related costs, including a $6.9 million increase in stock-based compensation expense, as headcount increased by 27% from July 31, 2018 to July 31, 2019. The remainder of the increase was primarily attributable to a $2.3 million increase in office and facilities-related expenses and, $1.9 million increase in outside service expenses.

Research and development expense increased by $49.6 million, or 31%, during the six months ended July 31, 2019 compared to the six months ended July 31, 2018, as we continued to develop new and enhanced product offerings. The increase was primarily drivenpartially offset by a $40.5$6.0 million increasedecrease in employee compensationdepreciation expense due to revising our estimated useful lives of test equipment, and related costs, including a $14.0 million increase in stock-based compensation expense, as headcount increased 27% from July 31, 2018 to July 31, 2019. The remainder of the increase was primarily attributable to a $4.6 million increase in officecertain computer equipment and facilities related expenses, and a $4.3 million increase in outside services expense.software.


Sales and Marketing

First Quarter of FiscalChange
20202021$%
(dollars in thousands, unaudited)
Sales and marketing$148,312  $157,161  $8,849  6 %
Stock-based compensation18,314  16,272  (2,042) (11)%
Total expenses$166,626  $173,433  $6,807  4 %
% of Total revenue51 %47 %
 Three Months Ended July 31, Change Six Months Ended July 31, Change
 2018 2019 $ % 2018 2019 $ %
(dollars in thousands, unaudited)               
Sales and marketing$143,749
 $186,188
 $42,439
 30% $266,116
 $352,814
 $86,698
 33%

Sales and marketing expense increased by $42.4$6.8 million, or 30%4%, during the three months ended July 31, 2019first quarter of fiscal 2021 compared to the three months ended July 31, 2018,first quarter of fiscal 2020, as we continue to grow our sales force and expand our international presence. The increase was primarily driven by a $34.6$10.8 million increase in employee compensation and related costs, includingwhich included a $10.5$4.2 million increase in sales commission expense, as headcount increased by 43% from July 31, 2018 to July 31, 2019. . expense. TThe remainder of thehe increase was primarily attributable to a $3.0 million increase in travel expenses, a $2.6 million increase in office and facilities-related expenses, a $1.6 million increase in marketing expenses and, a $0.7 million increase in outside service expenses to support our growth and international expansion.

Sales and marketing expense increased by $86.7 million, or 33%, during the six months ended July 31, 2019 compared to the six months ended July 31, 2018, as we grew our sales force and expanded our international presence. The increase was primarily drivenpartially offset by a $66.7$6.6 million increase in employee compensation and related costs, including $16.3 million increase in commissions and a $3.2 million increase in stock-based compensation expense, as headcount increased 43% from July 31, 2018 to July 31, 2019. The remainder of the increase was primarily attributable to a $7.8 million increase in decrease in travel and related costs a $5.4 million increase in office and facilities-related expenses, a $4.6 million increase in marketing expenses, and a $2.4 million increase in outside servicesprimarily due to support our growth and international expansion.

COVID-19 restrictions.
General and Administrative
First Quarter of FiscalChange
20202021$%
(dollars in thousands, unaudited)
General and administrative$31,440  $31,802  $362  1 %
Stock-based compensation10,670  9,323  (1,347) (13)%
Total expenses$42,110  $41,125  $(985) (2)%
% of Total revenue13 %11 %
 Three Months Ended July 31, Change Six Months Ended July 31, Change
 2018 2019 $ % 2018 2019 $ %
(dollars in thousands, unaudited)               
General and administrative$33,591
 $40,016
 $6,425
 19% $60,921
 $82,126
 $21,205
 35%


Restructuring and Other
General
First Quarter of FiscalChange
20202021$
(dollars in thousands, unaudited)
Restructuring and other$—  $14,702  $14,702  
% of Total revenue— %4 %

In February 2020 and administrative expense increased by $6.4 million, or 19%, during the three months ended July 31, 2019 comparedprior to the three months ended July 31, 2018.effects of the COVID-19 pandemic, we effected a workforce realignment plan as part of an effort to streamline our operations. We estimated approximately $6.5 million of restructuring costs related to one-time involuntary termination benefit costs, of which $5.8 million was recognized in the first quarter of fiscal 2021. We expect to recognize the remaining costs associated with the plan of termination in the second quarter of fiscal 2021. The increaseliability for unpaid amounts at the end of the first quarter was primarily attributable to a $3.2not material.
During the first quarter of fiscal 2021, we incurred incremental costs of $8.9 million increase in office and facilities-related expenses, a $1.9 million increase in outside service expenses, and a $1.0 million increase in employee compensation anddirectly related costs due to increase in headcount of 26% from July 31, 2018 to July 31, 2019.

General and administrative expense increased by $21.2 million, or 35%, during the six months ended July 31, 2019 compared to the six months ended July 31, 2018. The increase wasCOVID-19 pandemic. These costs primarily dueincluded the write-off of marketing commitments no longer deemed to a $11.3 million increase in employee compensationhave value for the remainder of fiscal 2021 and relatedestimated non-recoverable costs including a $3.2 million increase in stock-based compensation expense, as we increased our general and administrative headcount by 26% from July 31, 2018 to July 31, 2019, a $5.8 million increase in office and facilities-related expenses and, a $3.3 million increase in outside services costs.for internal events that could not be held.

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Other Income (Expense), Net

First Quarter of FiscalChange
20202021$
(dollars in thousands, unaudited)
Other income (expense), net$(1,816) $(3,416) $(1,600) 
% of Total Revenue(1)%(1)%

 Three Months Ended July 31, Change Six Months Ended July 31, Change
 2018 2019 $ 2018 2019 $
(dollars in thousands, unaudited)           
Other income (expense), net$(4,032) $(652) $3,380
 $(5,031) $(2,468) $2,563
Provision for Income Taxes

 First Quarter of FiscalChange
 20202021$%
(dollars in thousands, unaudited)
Provision for income taxes$1,096  $2,297  $1,201  110 %
% of Total revenue— %1 %
Other
The provision for income (expense), nettaxes increased during the three months ended July 31, 2019first quarter of fiscal 2021 compared to the three months ended July 31, 2018 first quarter of fiscal 2020,primarily dueattributable to an increase in interestforeign income of $2.0 million from our increased cash, cash equivalents and marketable securities balances, as well as lower net foreign currency losses of $1.8 million.taxes.

Other income (expense), net increased during the six months ended July 31, 2019 compared to the six months ended July 31, 2018 primarily due to an increase in interest income of $7.0 million, as our cash, cash equivalents and marketable securities increased as well as lower net foreign exchange losses of $2.0 million as the U.S. dollar weakened relative to certain foreign currencies. The increase was partially offset by higher interest expense of $5.5 million associated with the amortization of debt discount and debt issuance costs in connection with the Notes issued in April 2018.

Income Tax Provision
 Three Months Ended July 31, Change Six Months Ended July 31, Change
 2018 2019 $ % 2018 2019 $ %
(dollars in thousands, unaudited)               
Income tax provision$885
 $461
 $(424) (48)% $2,316
 $1,557
 $(759) (33)%

The decrease in income tax provision during the three and six months ended July 31, 2019 compared to the three and six months ended July 31, 2018 was primarily driven by release of valuation allowance related to unrealized gains on available for sale securities.

Liquidity and Capital Resources
AsAt the end of July 31, 2019,the first quarter of fiscal 2021, we had cash, cash equivalents and marketable securities of $1,182.5$1,274.1 million. Our cash and cash equivalents primarily consist of bank deposits and money market accounts. Our marketable securities generally consist of highly rated debt instruments of the U.S. government and its agencies, debt instruments of highly rated corporations, debt instruments issued by foreign governments, and asset-backed securities. We have generated significant operating losses since inception as reflected in our accumulated deficit of $1,248.3 million. We may continue to incur operating losses and negative cash flows from operations in the near future and require additional capital resources to execute strategic initiatives to grow our business.
We believe our existing cash, cash equivalents and marketable securities will be sufficient to fund our operating and capital needs for at least the next 12 months. Our futureliquidity and working capital requirements will depend on many factors including our growth rate,needs could be negatively impacted by the timingCOVID-19 pandemic and extent of spending to support development efforts, the expansion ofglobal economic recession which may result in reduced sales, and marketing and international operation activities, the addition of office space, the timing of new product introductions and the continuing market acceptance of our products and services, and the timing and settlement election of the Notes.customers or partners being unable to fulfill their payment obligations to us. We may continue to enter into arrangements to acquire or invest in complementary businesses, services and technologies, including intellectual property rights. For example, in April 2019, we acquired Compuverde, a developer of file software solutions for enterprisesrights and cloud providers. We may be required to seek additional equity or debt financing. Infinancing in the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, operating results and financial condition would be adversely affected.future.

Convertible Senior Notes
In April 2018, we issued $575.0 million of 0.125% convertible senior notes due 2023 (the Notes), in a private placement and received proceeds of $562.1 million, after deducting the underwriters' discounts and commissions. The Notes are unsecured obligations that do not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries. The Notes mature on April 15, 2023 unless repurchased or redeemed by us or converted in accordance with their terms prior to the maturity date. The Notes are convertible for up to 21,884,155 shares of our Class A common stock at an initial conversion rate of approximately 38.0594 shares of Class A common stock per $1,000 principal amount, which is equal to an initial conversion price of approximately $26.27 per share of Class A common stock, subject to adjustment.
Holders may surrender their Notes for conversion at their option at any time prior to the close of business on the business day immediately preceding October 15, 2022, only under specific circumstances. On or after October 15, 2022 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes at any time regardless of the foregoing conditions. Upon conversion, holders will receive cash, shares of our Class A common stock, or a combination of cash and shares of our Class A common stock, at our election. We intend to settle the principal of the Notes in cash. See further discussion in Note 6 in Part I, Item 1 of this report.
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Share Repurchase Program
In August 2019, our board of directors approved the repurchase of up to $150.0 million of our Class A common stock. The authorization allows us to repurchase shares of our Class A common stock opportunistically and will be funded from available working capital. Repurchases may be made at management’s discretion from time to time on the open market through privately negotiated transactions, transactions structured through investment banking institutions, block purchase techniques, 10b5-1 trading plans, or a combination of the foregoing. The share repurchase program does not obligate us to acquire any of our common stock, has no end date, and may be suspended or discontinued by us at any time without prior notice. During the first quarter of fiscal 2021, we repurchased and retired 5,959,430 shares of common stock at an average purchase price of $11.75 per share for an aggregate repurchase price of $70.0 million. Approximately $65.0 million remained under our share repurchase authorization as of the end of the first quarter of fiscal 2021.
AsLetters of January 31, 2019,Credit
At the end of fiscal 2020 and July 31, 2019,the end of the first quarter of fiscal 2021, we had letters of credit in the aggregate amount of $10.8 million and $11.6$11.5 million, in connection with our facility leases. The letters of credit are collateralized by restricted cash and mature on various dates through August 2029.
The following table summarizes our cash flows for the periods presented (in thousands, unaudited):
 
Six Months Ended July 31, First Quarter of Fiscal
2018 2019 20202021
Net cash provided by operating activities$27,080
 $55,459
Net cash provided by operating activities$6,642  $35,103  
Net cash used in investing activities$(425,862) $(267,483)Net cash used in investing activities$(198,553) $(8,911) 
Net cash provided by financing activities$526,197
 $32,574
Net cash provided by (used in) financing activitiesNet cash provided by (used in) financing activities$31,576  $(41,247) 
Operating Activities
Net cash provided by operating activities during the six months ended July 31, 2019first quarter of fiscal 2020 and 2021 was $55.5 million, which resulted primarily driven by cash collections from non-cash charges for stock-based compensationsales of $120.6 million, depreciationour product and amortization of $43.6 million, amortization of the debt discount and debt issuance costs associated with our Notes of $13.3 million and net cash inflows of $44.0 million from changes in operating assets and liabilities,subscription services, partially offset by a net loss of $166.4 million. The net cash inflows from changes in operating assets and liabilities were the result of a $71.0 million increase in deferred revenue, a $26.6 million decrease in accounts receivable, a $6.9 million decrease in inventory, and a decrease of $13.4 million in operating lease right-of-use assets, partially offset by a $30.8 million decrease in accounts payable, a $25.7 million decrease in accruedpayments to our contract manufacturers, employee compensation, and other liabilities, a $13.1 million decrease ingeneral corporate operating lease liabilities, a $3.6 million increase in deferred commissions, and a $0.6 million increase in prepaid expenses and other assets. The increase in deferred revenue and deferred commissions and decrease in inventory were primarily due to new sales order growth during the six months ended July 31, 2019. The decreases in accounts receivable, accounts payable and accrued compensation and other liabilities were primarily attributable to timing of collections and payments.


Net cash provided by operating activities during the six months ended July 31, 2018 was $27.1 million, which mainly consisted of a net loss of $124.4 million, adjusted for non-cash charges including stock-based compensation expense of $97.6 million, depreciation and amortization of $33.6 million, amortization of debt discount and debt issuance costs of $7.9 million and net cash inflows of $12.3 million from changes in operating assets and liabilities. The net cash inflows from changes in operating assets and liabilities were primarily the result of a $39.1 million increase in deferred revenue, an $11.1 million decrease in prepaid expenses and other assets and a $0.7 million decrease in net accounts receivable, partially offset by an $18.1 million decrease in accounts payable, an $8.9 million increase in inventory, a $7.5 million decrease in accrued compensation and other liabilities, and a $4.2 million increase in deferred commissions. The increase in deferred revenue was primarily due to new sales order growth during the six months ended July 31, 2018. The increase in inventory was primarily due to expanding product portfolio and to support revenue growth. The decreases in prepaid expenses and other assets, accounts receivable, accounts payable and accrued compensation and other liabilities were primarily attributable to timing of collections and payments.

expenditures.
Investing Activities
Net cash used in investing activities during the six months ended July 31, 2019first quarter of $267.5 million resulted fromfiscal 2021 is primarily driven by capital expenditures and net purchases of marketable securities, partially offset by maturities of $157.4 million, capital expenditures of $53.2 million, net cash paid for our acquisition of Compuverde of $47.9 million and, intangible assets acquired of $9.0 million.marketable securities.

Net cash used in investing activities during the six months ended July 31, 2018first quarter of $425.9 million resulted from capital expenditures of $42.7 million andfiscal 2020 is primarily drive by net purchases of marketable securities, acquisition of $383.1 million.Compuverde and capital expenditures.
Financing Activities
Net cash used in financing activities during the first quarter of fiscal 2021 is primarily driven by share repurchases, partially offset by proceeds from exercise of stock options and issuance of common stock from ESPP.
Net cash provided by financing activities during the six months ended July 31, 2019first quarter of $32.6 million wasfiscal 2020 is primarily attributable to $32.0 million indriven by proceeds from exercise of stock options and issuance of common stock under our employee stock purchase plan (ESPP) and $19.3 million in proceeds from the exercise of stock options,ESPP, partially offset by a $11.6 million repayment of debt assumed in connection with our acquisition of Compuverde and $7.2 million in tax withholdings on vestingCompuverde.

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Table of restricted stock.Contents
Net cash provided by financing activities during the six months ended July 31, 2018 of $526.2 million was attributable to $562.1 million in net proceeds from issuance of our Notes, $29.1 million in proceeds from the exercise of stock options and $19.7 million in proceeds from the issuance of common stock under our ESPP, partially offset by a $64.6 million payment to purchase capped calls and a $20.0 million common stock repurchase in conjunction with the issuance of the Notes.
Contractual Obligations and Commitments

Except as set forth in NoteNotes 7 to 9 of Part I, Item 1 of this Quarterly Report on Form 10-Q, there have been no material changes to our non-cancelable contractual obligations and commitments disclosed in our Annual Report on 10-K for fiscal 2020. As events continue to evolve and additional information becomes available in regards to the year ended January 31, 2019.COVID-19 pandemic, our contractual obligations and commitments may be impacted in future periods.

Critical Accounting Policies and Estimates
Our financial statements are prepared in accordance with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could differ from these estimates.
Refer to Note 2 of Part I, Item 1 of this Quarterly Report on Form 10-Q for the summary of significant accounting policies. In addition, see “Critical Accounting Policies and Estimates” in our latest 10-K. There have been no material changes to our critical accounting policies and estimates since our 10-K filed on March 26, 2019,27, 2020, except for the changes as a resultchange in estimate of the adoption of new accounting pronouncements.useful life for certain property and equipment.

Available Information
Our website is located at www.purestorage.com, and our investor relations website is located at investor.purestorage.com. The following filings will be available through our investor relations website free of charge after we file them with the SEC: Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and our Proxy Statements for our annual meetings of stockholders. We will also provide a link to the section of the SEC's website at www.sec.gov that has all of our public filings, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, all amendments to those reports, our Proxy Statements, and other ownership related filings.
We webcast our earnings calls and certain events we participate in or host with members of the investment community on our investor relations website. Additionally, we provide notifications of news or announcements regarding our financial performance, including SEC filings, investor events, press and earnings releases, social media accounts (Twitter, Facebook and LinkedIn), and blogs as part of our investor relations website. Investors and others can receive notifications of new information posted on our investor relations website in real time by signing up for email alerts and RSS feeds. Further corporate governance information, including our certificate of incorporation, bylaws, governance guidelines, board committee charters, and code of conduct, is also available on our investor relations website under the heading “Corporate Governance.” The content of our websites are not incorporated by reference into this Quarterly Report on Form 10-Q or in any other report or document we file with the SEC, and any references to our websites are intended to be inactive textual references only.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We have operations both within the United States and internationally, and we are exposed to market risk in the ordinary course of our business.
Interest Rate Risk
Our cash, cash equivalents and marketable securities primarily consist of bank deposits and money market accounts, U.S. government notes and U.S. agency notes, asset-backed securities, and highly rated corporate debt. AsAt the end of July 31, 2019,the first quarter of fiscal 2021 we had cash, cash equivalentsequivalents and marketable securities of $1,182.5 million.$1,274.1 million. The carrying amount of our cash equivalents reasonably approximates fair value, due to the short maturities of these instruments. The primary objectives of our investment activities are the preservation of capital, the fulfillment of liquidity needs and the fiduciary control of cash and investments. We do not enter into investments for trading or speculative purposes. Our investments are exposed to market risk due to fluctuation in interest rates, which may affect our interest income and the fair value of our investments.
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We considered the historical volatility of short-term interest rates and determined that it was reasonably possible that an adverse change of 100 basis points could be experienced in the near term. A hypothetical 1.00% (100 basis points) increase in interest rates would have resulted in a decrease in the fair value of our marketable securities of approximately $9.9$10.2 million as at the end of the firstJuly 31, 2019 quarter of fiscal 2021.
Foreign Currency Exchange Risk
Our sales contracts are primarily denominated in U.S. dollars with a proportionally small number of contracts denominated in foreign currencies. A portion of our operating expenses are incurred outside the United States and denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the British pound and Euro. Additionally, fluctuations in foreign currency exchange rates may cause us to recognize transaction gains and losses in our statement of operations. Given the impact of foreign currency exchange rates has not been material to our historical operating results, we have not entered into any derivative or hedging transactions, but we may do so in the future if our exposure to foreign currency exchange should become more significant.
We considered the historical trends in currency exchange rates and determined that it was reasonably possible that adverse changes in exchange rates of 10% for all currencies could be experienced in the near term. These reasonably possible adverse changes in exchange rates of 10% were applied to total monetary assets and liabilities denominated in currencies other than U.S. dollar at the end of the firstJuly 31, 2019 quarter of fiscal 2021 to compute the adverse impact these changes would

have had on our loss before income taxes in the near term. These changes would have resulted in an adverse impact on loss before provision for income taxes of approximately $4.9$7.9 million asat the end of July 31, 2019.the first quarter of fiscal 2021.

Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), evaluated the effectiveness 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. Based on such evaluation, our CEO and CFO concluded that, asat the end of July 31, 2019,the first quarter of fiscal 2021, our disclosure controls and procedures were designed at a reasonable assurance level and were effective to provide reasonable assurance that 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 the SEC's rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Control over Financial Reporting

During the three months ended April 30, 2019, we implemented changes to our lease accounting related internal controls to ensure compliance with the new leasing standards in accordance with Topic 842. Therefirst quarter of fiscal 2021 there were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) or 15d-15(d) of the Exchange Act that occurred during the firstquarter ended July 31, 2019of fiscal 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls

In designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes that any 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 and internal control over financial reporting must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.
From time to time, we are involved in various legal proceedings arising from the normal course of business, and an unfavorable resolution of any of these matters could negatively affect our future results of operations, cash flows or financial position. We are not presently party to any legal proceedings that, in the opinion of management, would have a material adverse effect on our business.

Item 1A. Risk Factors.
Investing in our Class A common stock, which we refer to as our "common stock", involves a high degree of risk. Investors should carefully consider the risks and uncertainties described below, together with all of the other information contained in this report, including our consolidated financial statements and the related notes appearing in this quarterly report, before deciding to invest in our Class A common stock. If any of the following risks actually occur, it could harm our business, prospects, operating results and financial condition. In such event, the trading price of our Class A common stock could decline and investors might lose all or part of their investment.
Risks Related to Our Business and Industry
We have experienced rapid growthOur business, operating results, cash flows and financial condition may be materially adversely affected by the COVID-19 pandemic, including the resulting global economic uncertainty and measures taken in prior periods,response to the pandemic, the impacts of which will depend on future developments, which are highly uncertain and we may notdifficult to predict.
The COVID-19 pandemic has resulted in significant global social and business disruption and economic contraction. The pandemic has also put unprecedented strains on governments, health care systems, educational institutions, businesses and individuals around the world. The impact on the global population and the magnitude and duration of the COVID-19 pandemic is difficult to assess or predict. It is even more difficult to predict the impact on the global economic market, which will be ablehighly dependent upon the actions of governments, businesses and other organizations in response to sustain or manage future growth effectively.the pandemic and the effectiveness of those actions.
We have significantly expandedThe extent and continued impact of the COVID-19 pandemic on our overall business customer base, headcount, channel partner relationships and operations in prior periods,operational and we anticipate that wefinancial performance will continuedepend on many factors, including the duration and spread of the outbreak; government responses to expand and experience growth in future periods. For example, we delivered year-over-year revenue growth of 28% for the three months ended July 31, 2019,pandemic; impact on our customers and our headcount increased from over 2,450sales cycles; impact on our customer, industry or employee events; and effect on our partners, vendors and supply chains, all of which are uncertain and outside of our control. Potential negative impacts of these external factors include, but are not limited to, over 3,300 employees from July 31, 2018 to July 31, 2019. Our future operating results will depend to a large extentmaterial adverse effects on demand for our products and services; our supply chain and sales and distribution channels; collectability of customer accounts; our ability to successfully sustainexecute strategic plans; impairments; and our growthprofitability and managecost structure. Further, to the extent the COVID-19 pandemic adversely affects our anticipated expansion. To sustainbusiness, results of operations and manage our growth successfully, we believe that we must, amongfinancial condition, it may also have the effect of exacerbating the other things, effectively:
maintain and extend our product leadership;
recruit, hire, train and manage qualified personnel, including sales personnel;
maintain and further develop our partner relationships;
enhance and expand our distribution and supply chain infrastructure;
expand our support capabilities;
forecast and control expenses;
enhance and expand our international operations; and
implement, improve and maintain our internal systems, procedures and controls.risks discussed in this “Risk Factors” section.
We expect that our future growth will continueare continuing to place a significant strain on our managerial, administrative, operational, financialmonitor the pandemic and other resources. We will incur costs associated with this future growth prior to realizing the anticipated benefits, and the return on these investments may be lower, may develop more slowly than we expect or may never materialize. Investors should not consider our revenue growth in prior quarterly or annual periods as indicative of our future performance. In future periods, we may not achieve similar percentage revenue growth rates as we have achieved in some past periods. If we are unable to maintain adequate revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability. If we are unable to manage our growth successfully, we may not be ableintend to take advantageappropriate actions in accordance with the recommendations and requirements of market opportunities or release new products or enhancements in a timely manner, and we may fail to satisfy customers’ expectations, maintain product quality, execute on our business plan or adequately respond to competitive pressures, each of which could adversely impact our growth and affect our business and operating results.

We intend to continue focusing on revenue growth and increasing our market penetration and international presence by investing heavily in our business, and this may put pressure on near-term profitability.
Our strategy is to continue investing in marketing, sales, support and research and development. We believe continuing to invest heavily in our business is critical to our future success and meeting our growth objectives. We anticipate that our operating costs and expenses will continue to increase in absolute terms. Even if we achieve or maintain significant revenue growth, we may continue to experience losses, forgoing near-term profitability on a U.S. GAAP basis.
We have not achieved profitability for any year since our inception. We incurred a net loss of $178.4 million for the year ended January 31, 2019, and $166.4 million for the six months ended July 31, 2019, and we had an accumulated deficit of $1,081.9 million as of January 31, 2019 and $1,248.3 million as of July 31, 2019. Our operating expenses largely are based on anticipated revenue, and a high percentage of our expenses are, and will continue to be, fixed in the short term. If we fail to adequately increase revenue and manage costs, we may not achieve or maintain profitability in the future. As a result, our business could be harmed, and our operating results could suffer.
Our revenue growth rate in recent periods may not be indicative of our future performance.
We were founded in October 2009, but have generated substantially all of our revenue in our last three fiscal years. Investors should not consider our revenue growth in prior quarterly or annual periods as indicative of our future performance. In future periods, we do not expect to achieve similar percentage revenue growth rates as we have achieved in some past periods. If we are unable to maintain adequate revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability.relevant authorities.
The rapidly evolving market for data storage products is rapidly evolving, which makes it difficult to forecast demand for our products.
The market for data storage products is rapidly evolving. Changes in the application requirements, data center infrastructure trends and the broader technology landscape result in evolving customer requirements for capacity, performance scalability and enterprise features of storage systems. Our future financial performance depends on our ability to adapt to competitive dynamics and emerging customer demands and trends. Incumbent vendors promoteThe introduction of all-flash storage products retrofitted with flash, which may reduce the perceived value of purpose-built, all-flash products. It is difficult to predict with any precision customer adoption rates of flash, customer demand for our products or the future growth rateby incumbent vendors and size of our addressable market.
Changeschanges or advances in alternative technologies or adoption of cloud storage offerings that do not utilizingutilize our storage platform could adversely affect the demand for our products. For instance, offerings
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Offerings from large public cloud providers are expanding quickly and may serve as alternatives to our products for a variety of customer workloads. Since these providers are known for developing storage systems internally, this trend could reduce the demand for storage systems developed by original equipment manufacturers, such as us. It is difficult to predict with any precision customer adoption rates of new offerings, customer demand for our products or the future growth rate and size of our addressable market. A slowing in or reducedreduction in demand for our data storage products caused by technological challenges, alternative technologies and products or any other reason would result in a lower revenue growth rate or decreased revenue, either of which would negatively impact our business and operating results.
Our business may be harmed by trends in the overall external storage market.
Despite ongoing data growth, the external storage market in which we compete has not experienced substantial growth in the past few years due to a combination of technology transitions, increased storage efficiency, competitive pricing dynamics and changing economic and business environments. Customers are rethinking how they consume IT, increasing spending toward the public cloud, software as a service, hyperconverged and converged infrastructure and software-defined storage. Any failure on our part to accurately predict trends, successfully update our product offerings or to adapt our sales programs to meet changing customer demands could harm our business, operating results and financial condition. The future impact of these trends on both the short-term and long-term growth of the overall external storage market is uncertain. Reductions in the overall external storage market or the specific markets in which we compete would harm our business and operating results.
We face intense competition from established companies and new entrants.
We face intense competition from a number of established companies that sell competitive storage products. These competitors includeproducts, including Dell EMC, HP Enterprise, Hitachi Vantara, IBM, NetApp and others. Our competitors may have:
•greater name and brand recognition and longer operating histories;
•larger sales and marketing and customer support budgets and resources;
•broader distribution and established relationships with distribution partners and customers;
•the ability to bundle storage products with other products and services to address customers’ requirements;
•greater resources to make acquisitions;
•larger and more mature product and intellectual property portfolios; and

•substantially greater financial, technical and other resources.
We also compete against cloud providers and vendors of hyperconverged products, which combine compute, networking and storage. These providers are growing and expanding their product offerings, potentially displacing some demand for our products. In addition, some of our competitors offer bundled products and services in order to reduce the initial cost of their storage products. Further, some of our competitors offer their storage products either at significant discounts or even for free in competing against us and in response to our efforts to market the overall benefits and technological merits of our products and programs.us.
Many competitors have developed or acquired competing storage technologies. For example, several of our competitors have introduced data storage productstechnologies with features or data reduction technologies that directly compete with our products or have introduced business programs that attemptdesigned to compete with our innovative programs, such as our Evergreen Storage model. We expect our competitors to continue to improve the performance of their products, reduce their prices and introduce new features, services and technologies that may, or that they may claim to, offer greater value compared to our products. In addition, our competitors may develop enhancements to, or future generations of, competitive products thatthese developments may render our products or technologies obsolete or less competitive. These and other competitive pressures may prevent us from competing successfully against our current or future competitors.

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Our business may be harmed by trends in the overall external storage market.
Despite ongoing data growth, the external storage market in which we compete has not experienced substantial growth in the past few years due to a combinationTable of technology transitions, increased storage efficiency, and changing economic and business environments. Customers are rethinking how they consume IT, increasing spending toward public cloud, software as a service, hyperconverged and converged infrastructure and software-defined storage. Any failure on our part to successfully update our product offerings or to adapt our sales programs to meet changing customer demands could harm our business, operating results and financial condition. The future impact of these trends on both short-term and long-term growth of the overall external storage market is uncertain. Reductions in the overall external storage market, or the specific markets in which we compete would harm our business and operating results.Contents
Many of our competitors have long-standing relationships with key decision makers at current and prospective customers, which may inhibit our ability to compete.
Many of our competitors benefit from established brand awareness and long-standing relationships with key decision makers at our current and prospective customers. Our competitors often leverage these existing relationships to discourage customers from evaluating or purchasing our products. Additionally, most of our prospective customers have existing storage products supplied by our competitors who have an advantage in retaining the customer because, among other things, theythe incumbent vendor already understandunderstands the customer’s IT infrastructure, user demands and needs. Inneeds, or the event thatcustomer is concerned about actual or perceived costs of switching to a new vendor and technology.If we are unable to successfully sell our products to new customers or persuade our customers to continue purchasing our products, we will not be able to maintain or increase our market share and revenue, which couldwould adversely affect our business and operating results.
Our ability to increase our revenue depends on our ability to attract, motivatebrand name and retain sales, engineering and other key personnel, including our management team, and any failure to attract, motivate and retain these employees could harm our business operating results and financial condition.
Our ability to increase our revenue depends on our ability to attract, motivate and retain qualified sales, engineering and other key employees, including our management. These positions may require candidates with specific backgrounds in software and the storage industry, and competition for employees with such expertise is intense. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. To the extent that we are successful in hiring to fill these positions, we need a significant amount of time to train new employees before they become effective and efficient in performing their jobs. From time to time, there may be changes in our management team, which could create short term uncertainty. Membersharmed by the marketing strategies of our management team, includingcompetitors.
We believe that building and maintaining brand recognition and customer goodwill is critical to our executive officers, are generally employedsuccess. Our efforts in this area have, on an at-will basis,occasion, been hampered by the marketing efforts of our competitors, which means that they could terminate their employment withhave included negative or misleading statements about us at any time.and our products. If we are unable to attract, motivateeffectively respond to the marketing efforts of our competitors and retain

qualified sales, engineeringprotect our brand and other key employees, including our management,customer goodwill now or in the future, our business and operating results could suffer.
If we fail to adequately expand and optimize our sales force, our growth will be impeded.
We need to continue to expand and optimize our sales organization in order to grow our customer base and our business. We plan to continue to expand and train our sales force, both domestically and internationally. We must design and implement effective sales incentive programs, and it can take time before new sales representatives are fully trained and productive. If we are unable to hire, develop and retain qualified sales personnel or if new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits of these investments or increase our revenue.
If we fail to develop and introduce new or enhanced products successfully, our ability to attract and retain customers could be harmed.
We operate in a dynamic environment characterized by rapidly changing technologies and industry standards and technological obsolescence. To compete successfully, we must design, develop, market and sell new or enhanced products that provide increasingly higher levels of performance, capacity and reliability and that meet the expectations of our customers, which is a complex and uncertain process. We believe that we must continue to dedicate significant resources to our research and development efforts to maintain or expand our competitive position. Our investments may take longer to generate revenue or may generate less revenue than we anticipate. The introduction of new products by our competitors, or the emergence of alternative technologies or industry standards could render our existing or future products obsolete or less competitive.
As we introduce new or enhanced products, we must successfully manage product launches and transitions to the next generations of our products, and encourage our customers to adopt new products and features. For example, we announced our suite of Cloud Data Services last year. If we are not able to successfully manage the development and release of new or enhanced products, our business, operating results and financial condition could be harmed. Similarly, if we fail to introduce new or enhanced products, such as new or improved software features, that meet our customers' needs in a timely or cost-effective fashion, we may lose market share and our operating results could be adversely affected.
If we fail to successfully maintain or grow our relationships with partners, our business, operating results and financial condition could be harmed.
Our future success is highly dependent upon our ability to establish and maintain successful relationships with our partners, including value-added resellers, service providers and systems integrators. In addition to selling our products, our partners may offer installation, post-sale service and support in their local markets. In markets where we rely on partners more heavily, we have less contact with our customers and less control over the sales process and the quality and responsiveness of our partners. As a result, it may be more difficult for us to ensure the proper delivery and installation of our products or the quality or responsiveness of the support and services being offered. Any failure on our part to effectively identify, train and manage our channel partners and to monitor their sales activity, as well as the customer support and services provided to our customers, could harm our business, operating results and financial condition.
Our partners may choose to discontinue offering our products and services or may not devote sufficient attention and resources toward selling our products and services. We typically enter into non-exclusive, written agreements with our channel partners. These agreements generally have a one-year, self-renewing term, have no minimum sales commitment and do not prohibit our channel partners from offering products and services that compete with ours. Additionally, our competitors provide incentives to our existing and potential channel partners to use, purchase or offer their products and services or to prevent or reduce sales of our products and services. The occurrence of any of these events could harm our business, operating results and financial condition.
Our sales cycles can be long, and unpredictable and our sales efforts require considerable time and expense,expensive, making it difficult for us to predict future sales.

Our sales efforts involve educating our customers about the use and benefits of our products. Larger customersproducts and often undertake aninvolves evaluation process that can result in a lengthy sales cycle.cycle, particularly for larger customers. We spend substantial time and resources on our sales efforts without any assurance that our efforts will produce any sales. In addition, product purchases are frequently subject to budget constraints, multiple approvals and unplanned administrative and other delays. A substantial portion of our quarterly sales typically occurs during the last several weeks of the quarter, which we believe largely reflects customer buying patterns of products similar to ours and other products in the technology industry generally.
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Since we do not recognize revenue from a product sale until control is transferred and thenot recognized until performance obligations are satisfied, a substantial portion of our sales late in a quarter may negatively impact the recognition of the associated revenue. Furthermore, our products come with a 30-day money back guarantee, allowing a customer to return a product within 30 days of receipt if the customer is not satisfied with its purchase for any reason. These factors, among others, make it difficult for us to predict when customers will purchase our products, which may adversely affect our operating results and cause our operating results to fluctuate. In addition, if sales expected from a specific customer for a particular quarter are not realized in that quarter or at all, our operating results may suffer.
Sales to U.S. federal, state, local and foreign governments are subject to a number of challenges and risks that may adversely impact our business.
Sales to U.S. federal, state, local and foreign governmental agencies may in the future account for a significant portion of our revenue and sales to governmental agencies impose additional challenges and risks to our sales efforts.Government certification requirements applicable to our products may change and in doing so restrict our ability to sell into the U.S. federal government sector until we have attained the revised certification.Government demand and payment for our products and services may be impacted by public sector budgetary cycles and funding authorizations, including in connection with an extended federal government shutdown, with funding reductions or delays adversely affecting public sector demand for our products and services.We sell our products to governmental agencies through our channel partners, and these agencies may have statutory, contractual or other legal rights to terminate contracts with our distributors and resellers for convenience or due to a default, and any such termination may adversely impact our future results of operations.Governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our products, which would adversely impact our revenue and results of operations, or institute fines or civil or criminal liability if the audit uncovers improper or illegal activities.Finally, governments may require certain products to be manufactured in the United States and other relatively high-cost manufacturing locations, and we may not manufacture all products in locations that meet these requirements, affecting our ability to sell these products to governmental agencies.
Risks Related to Our Products and Subscription Services Offerings
If we fail to develop and introduce new or enhanced products successfully, our ability to attract and retain customers could be harmed.
We operate in a dynamic environment characterized by rapidly changing technologies and industry standards and technological obsolescence. To compete successfully, we must design, develop, market and sell new or enhanced products that provide increasingly higher levels of performance, capacity and reliability and that meet the expectations of our customers, which is a complex and uncertain process. We believe that we must continue to dedicate significant resources to our research and development efforts to maintain or expand our competitive position. Our investments may take longer to generate revenue or may generate less revenue than we anticipate. The introduction of new products by our competitors, or the emergence of alternative technologies or industry standards could render our existing or future products obsolete or less competitive.
As we introduce new or enhanced products, we must successfully manage product launches and transitions to the next generations of our products and encourage our customers to adopt new products and features. If we are not able to successfully manage the development and release of new or enhanced products, our business, operating results and financial condition could be harmed. Similarly, if we fail to introduce new or enhanced products, such as new or improved software features, that meet our customers' needs in a timely or cost-effective fashion, we may lose market share and our operating results could be adversely affected.
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If we fail to manage the anticipated transition to subscription offerings successfully, our revenues and results of operation may be harmed.
We are now offering all of our products and services on a subscription basis, including our hardware and software products through Pure as-a-Service and Cloud Data Services. These business models are relatively new to the storage market and will continue to evolve, and we may not be able to compete effectively, drive continued revenue growth or maintain the profitability with these business models. Additionally, the subscription models offered by us and our competitors may unfavorably impact the pricing of and demand for our on-premise offerings, which could reduce our revenues and profitability. If we do not successfully execute our business strategy, which includes subscription offerings, or anticipate the needs of our customers, our revenues and profitability could be negatively impacted.
Our products are highly technical and may contain defects, which could cause data unavailability, loss or corruption that might, in turn, result in liability and harm to our reputation and business.
Our products are highly technical and complex and are often used to store information critical to our customers’ business operations. Our products may contain errors, defects or security vulnerabilities that could result in data unavailability, loss, corruption or other harm to our customers. Some errors in our products may only be discovered after they have been installed and used by customers. Any errors, defects or security vulnerabilities in our products could result in a loss of revenue, injury to our reputation, loss of customers or increased service and warranty costs, any of which could adversely affect our business and operating results. In addition, errors or failures in the products of third-party technology vendors may be attributed to us and may harm our reputation.
We could face claims for product liability, tort or breach of warranty. We may not be able to enforce provisions in our contracts relating to warranty disclaimers and liability limitations. Defending a lawsuit, regardless of its merit, would be costly and could divert management’s attention and adversely affect the market’s perception of us and our products. Our business liability insurance coverage may be inadequate with respect to a claim and future coverage may not be available on acceptable terms or at all. These product-related issues could result in claims against us, and our business, operating results and financial condition could be harmed.
If we are unable to ensure that our products interoperate with third party operating systems, software applications and hardware, we may lose or fail to increase our market share.
Our products must interoperate with our customers’ infrastructure, specifically networks, servers, software and operating systems, which are offered by a wide variety of vendors. When new or updated versions of these operating systems or applications are introduced, we may need to develop updated versions of our software so that our products continue to interoperate properly. We may not deliver or maintain interoperability quickly, cost-effectively or at all as these efforts require capital investment and engineering resources. If we fail to maintain compatibility of our products with these infrastructure components, our customers may not be able to fully utilize our products, and we may, among other consequences, lose or fail to increase our market share and experience reduced demand for our products, which may harm our business, operating results and financial condition.
Our products must conform to industry standards in order to be accepted by customers in our markets.
Generally, our products comprise only a part of an IT environment. The servers, network, software and other components and systems deployed by our customers must comply with established industry standards in order to interoperate and function efficiently together. We depend on companies that provide other systems in this ecosystem to conform to prevailing industry standards. These companies are often significantly larger and more influential in driving industry standards than we are. Some industry standards may not be widely adopted or implemented uniformly and competing standards may emerge that may be preferred by our customers. If larger companies do not conform to the same industry standards that we do, or if competing standards emerge, sales of our products could be adversely affected, which may harm our business.
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Our ability to successfully market and sell our products is dependent in part on ease of use and the quality of our support offerings, and any failure to offer high-quality installation and technical support could harm our business.
Once our products are deployed by our customers, customers depend on our support organization to resolve technical issues relating to our products. Our ability to provide effective support is largely dependent on our ability to attract, train and retain qualified personnel, as well as to engage with qualified support partners that provide a similar level of customer support. In addition, our sales process is highly dependent on our product and business reputation and on recommendations from our existing customers. Although our products are designed to be interoperable with existing servers and systems, we may need to provide customized installation and configuration support to our customers before our products become fully operational in their environments. Any failure to maintain or a market perception that we do not maintain, high-quality installation and technical support could harm our reputation, our ability to sell our products to existing and prospective customers and our business.
We rely on contract manufacturers to manufacture our products, and if we fail to manage our relationships with our contract manufacturers successfully, our business could be negatively impacted.
We rely on a limited number of contract manufacturers to manufacture our products, which reduces our control over the assembly process and exposes us to risks, such as reduced control over quality assurance, costs and product supply. If we fail to manage our relationships with these contract manufacturers effectively, or if these contract manufacturers experience delays, disruptions, capacity constraints or quality control problems, our ability to timely ship products to our customers will be impaired, potentially on short notice, and our competitive position, reputation and financial results could be harmed. If we are required, for whatever reason, to change contract manufacturers or assume internal manufacturing operations, we may lose revenue, incur increased costs and damage our customer relationships. Qualifying a new contract manufacturer and commencing production is expensive and time-consuming. We may need to increase our component purchases, contract manufacturing capacity and internal test and quality functions if we experience increased demand. The inability of our contract manufacturers to provide us with adequate supplies of high-quality products could cause a delay in our order fulfillment, and our business, operating results and financial condition may be harmed.
We rely on a limited number of suppliers, and in some cases single-source suppliers, and any disruption or termination of our supply arrangements could delay shipments of our products and could harm our relationships with current and prospective customers.
We rely on a limited number of suppliers and, in some cases, on single-source suppliers, for several key components of our products, and we have not generally entered into agreements for the long-term purchase of these components. For example, the CPUs utilized in our products are supplied by Intel Corporation (Intel), and neither we nor our contract manufacturers have an agreement with Intel for the procurement of these CPUs. Instead, we purchase the CPUs either directly from Intel or through a reseller on a purchase order basis. Intel or its resellers could stop selling to us at any time or could raise their prices without notice. While we actively monitor and manage our supply chain, we cannot anticipate the potential impact that new or current restrictions due to COVID-19 may have on the manufacturing and shipment of our products.
This reliance on a limited number of suppliers and the lack of any guaranteed sources of supply exposes us to several risks, including:
•the inability to obtain an adequate supply of key components, including flash;
•price volatility for the components of our products;
•failure of a supplier to meet our quality or production requirements;
•failure of a supplier of key components to remain in business or adjust to market conditions; and
•consolidation among suppliers, resulting in some suppliers exiting the industry, discontinuing the manufacture of components or increasing the price of components.
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Further, some of the components in our products are sourced from component suppliers outside the United States, including from China. The portion of our products that are sourced outside the United States may subject us to additional logistical risks or risks associated with complying with local rules and regulations in foreign countries. Significant changes to existing international trade agreements could lead to sourcing or logistics disruption resulting from import delays or the imposition of increased tariffs on our sourcing partners. For example, there have been discussions regarding potential significant changes to U.S. trade policies, legislation, treaties and tariffs, and the United States and Chinese governments have announced import tariffs by both countries. If any new legislation and/or regulations are implemented, if existing trade agreements are renegotiated or terminated, or if tariffs are imposed on foreign-sourced or U.S. goods, it may be inefficient and expensive for us to alter our business operations in order to adapt to or comply with such changes. Such operational changes could have a material adverse effect on our business, financial condition, results of operations or cash flows.
As a result of these risks, we cannot assure investors that we will be able to obtain a sufficient supply of these key components in the future or that the cost of these components will not increase. If our supply of components is disrupted or delayed, or if we need to replace our existing suppliers, there can be no assurance that additional components will be available when required or that components will be available on terms that are favorable to us, which could extend our lead times, increase the costs of our components and harm our business, operating results and financial condition. We may not be able to continue to procure components at reasonable prices, which may require us to enter into longer-term contracts with component suppliers to obtain components at competitive prices. Any of the foregoing disruptions could increase our costs and decrease our gross margins, harming our business, operating results and financial condition.
If we do not manage the supply of our products and their components efficiently, our results of operation could be adversely affected.
Managing the supply of our products and underlying components is complex. Our third-party contract manufacturers procure components and build our products based on our forecasts, and we generally do not hold inventory for a prolonged period of time. These forecasts are based on estimates of future demand for our products, which are in turn based on historical trends and analyses from our sales and marketing organizations, adjusted for overall market conditions. In order to reduce manufacturing lead times and plan for adequate component supply, from time to time we may issue orders for components and products that are non-cancelable and non-returnable. Our inventory management systems and related supply chain visibility tools may be inadequate to enable us to make accurate forecasts and effectively manage the supply of our products and components. If we ultimately determine that we have excess supply, we may have to reduce our prices and write down or write off excess or obsolete inventory, which in turn could result in lower gross margins. Alternatively, insufficient supply levels may lead to shortages that result in delayed revenue, reduced product margins or loss of sales opportunities altogether. If we are unable to effectively manage our supply and inventory, our results of operations could be adversely affected.
Risks Related to Our Operating Results or Financial Condition
We have experienced rapid growth in prior periods, and we may not be able to sustain or manage future growth effectively.
We have significantly expanded our overall business, customer base, headcount, channel partner relationships and operations in prior periods, and we anticipate that we will continue to expand and experience growth in future periods. For example, we delivered year-over-year revenue growth of 12% for the first quarter of fiscal 2021 compared to the first quarter of fiscal 2020 and our headcount increased from over 3,150 to over 3,500 employees at the end of the first quarter of fiscal 2020 to the end of the first quarter of fiscal 2021. Our future operating results will depend to a large extent on our ability to successfully sustain our growth and manage our anticipated expansion. To sustain and manage our growth successfully, we believe that we must, among other things, effectively allocate resources and operate our business across a wide range of priorities.
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We expect that our future growth will continue to place a significant strain on our managerial, administrative, operational, financial and other resources. We will incur costs associated with this future growth prior to realizing the anticipated benefits, and the return on these investments may be lower, may develop more slowly than we expect or may never materialize. Investors should not consider our revenue growth in prior quarterly or annual periods as indicative of our future performance. In future periods, we may not achieve similar percentage revenue growth rates as we have achieved in some past periods. If we are unable to maintain adequate revenue or revenue growth, our stock price could be volatile, and it may be difficult to achieve and maintain profitability. If we are unable to manage our growth successfully, we may not be able to take advantage of market opportunities or release new products or enhancements in a timely manner, and we may fail to satisfy customers’ expectations, maintain product quality, execute on our business plan or adequately respond to competitive pressures, each of which could adversely impact our growth and affect our business and operating results.
We intend to continue focusing on revenue growth and increasing our market penetration and international presence by investing heavily in our business, which may put pressure on near-term profitability.
We have not achieved profitability for any year since our inception. We incurred a net loss of $201.0 million for fiscal 2020, and $90.6 million for the first quarter of fiscal 2021, and we had an accumulated deficit of $1,282.9 million at the end of fiscal 2020 and $1,373.5 million at the end of the first quarter of fiscal 2021. Our operating expenses largely are based on anticipated revenue, and a high percentage of our expenses are, and will continue to be, fixed in the short term. If we fail to adequately increase revenue and manage costs, we may not achieve or maintain profitability in the future. As a result, our business could be harmed, and our operating results could suffer.
Our strategy is to continue investing in marketing, sales, support and research and development. We believe continuing to invest heavily in our business is critical to our future success and meeting our growth objectives. We anticipate that our operating costs and expenses will continue to increase in absolute terms. Even if we achieve or maintain significant revenue growth, we may continue to experience losses, forgoing near-term profitability on a U.S. GAAP basis.
Our gross margins are impacted by a variety of factors and vary from period to period, making them difficult to predict with certainty.
Our gross margins fluctuate from period to period due primarily to product costs, customer mix and product mix. A variety of factors may cause our gross margins to fluctuate and make them difficult to predict, including:including, but not limited to:
demand for our products;
•sales and marketing initiatives, discount levels, rebates and competitive pricing;
•changes in customer, geographic or product mix, including mix of product configurations;
•the cost of components, including NAND flash and DRAM, and freight;
•new product introductions and enhancements potentially with initial sales at relatively small volumes and higher product costs;
•excess inventory levels or purchase obligations as a result of changes in demand forecasts or product transitions;
•an increase in product returns, order rescheduling and cancellations;
•the timing of technical support service contracts and contract renewals; and
•
•inventory stocking requirements to mitigate supply constraints, accommodate unforeseen demand or support new product introductions; and
product quality and serviceability issues.introductions.
If we are unable to manage these factors effectively, our gross margins may decline, and fluctuations in gross margins may make it difficult to manage our business and achieve or maintain profitability, which could materially harm our business, operating results and financial condition.
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Our operating results may fluctuate significantly, which could make our future results difficult to predict and could cause our operating results to fall below expectations.
Our operating results may fluctuate due to a variety of factors, a portion of which are outside of our control. As a result, comparing our results on a period-to-period basis may not be meaningful.
Factors that are difficult to predict and that could cause our operating results to fluctuate include:
•the timing and magnitude of orders, shipments and acceptance of our products in any quarter, including product returns, order rescheduling and cancellations by our customers;
•fluctuations or seasonality in demand and prices for our products;
seasonality in our business or the markets we serve;
•our ability to control the costs of the components we use in our hardware products;

our abilityor to timely adopt subsequent generations of components into our hardware products;components;
•disruption in our supply chains, component availability and related procurement costs;
•reductions in customers’ budgets for IT purchases;
•changes in industry standards in the data storage industry;
•our ability to develop, introduce and ship in a timely manner new products and product enhancements that meet customer requirements;
our abilityrequirements and to effectively manage product transitions as we introduce new products;transitions;
any change•changes in the competitive dynamics of our markets, including new entrants or discounting of product prices;
•our ability to control costs, including our operating expenses;
•the impact of adverse economic conditions and the impact of public health epidemics or pandemics, such as the COVID-19 pandemic; and
•future accounting pronouncements and changes in accounting policies.
The occurrence of any one of these risksfactors could negatively affect our operating results in any particular quarter.
Our company culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed.
We believe that our company culture has been a critical contributor to our success. Our culture fosters innovation, creativity, teamwork, passion for customers and focus on execution, and facilitates critical knowledge transfer and knowledge sharing. In particular, we believe that the difference between our sales, support and engineering cultures, relative to those of incumbent vendors, is a key competitive advantage and differentiator for our customers and partners. As we grow and change, we may find it difficult to maintain these important aspects of our company culture, which could limit our ability to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to retain and recruit personnel, continue to perform at current levels or execute on our business strategy.
Our long-term success depends, in part, on sales outside of the United States, which is susceptible to costs and risks associated with international operations.
We maintain operations outside of the United States, which we have been expanding and intend to continue to expand in the future. As a company headquartered in United States, conducting and expanding international operations subjects us to new costs and risks that we may not generally face in the United States. These include:
exposure to foreign currency exchange rate risk;
difficulties in collecting payments internationally, and managing and staffing international operations;
establishing relationships with channel partners in international locations;
increased travel, infrastructure and legal compliance costs associated with international locations;
burdens of complying with a wide variety of laws associated with international operations, including taxes and customs;
significant fines, penalties and collateral consequences if we or our partners fail to comply with anti-bribery laws;
heightened risk of improper, unfair or corrupt business practices in certain geographies;
potentially adverse tax consequences, including repatriation of earnings;
increased financial accounting and reporting burdens and complexities;
political, social and economic instability abroad, terrorist attacks and security concerns in general; and
reduced or varied protection for intellectual property rights in some countries.

The occurrence of any one of these risks could negatively affect our international operations and, consequently, our business, operating results and financial condition generally.
The sales prices of our products and services may fluctuate or decline, which may reduce our gross profits, revenue growth, and adversely impact our financial results.
The sales prices of our products and services may fluctuate or decline for a variety of reasons, including competitive pricing pressures, discounts, cost of components, a change in our mix of products and services, and the introduction of competing products or services or promotional programs. Competition continues to increase in the markets in which we participate, and we expect competition to further increase in the future, thereby leading to increased pricing pressures. Larger competitors may reduce the price of products or services that compete with ours or may bundle them with other products and services. Additionally, although we price our products and services predominantly in U.S. dollars, currency fluctuations in certain countries and regions may negatively impact actual prices that partners and customers are willing to pay in those countries and regions. Furthermore, we anticipate that the prices for our products will decrease over product life cycles. If we are required to decrease our prices to be competitive and are not able to offset this decrease by increases in the volume of sales or the sales of new products with higher margins, our gross margins and operating results could be adversely affected.
We derive the majority of our revenue from our FlashArray products, and a decline in demand for these products would cause our revenue to grow more slowly or to decline.
Our FlashArray products have historically accounted for the majority of our revenue and will continue to comprise a significant portion of our revenue for the foreseeable future. As a result, our revenue could be reduced by any decline or fluctuation in demand for these products, regardless of the reason. If demand for our core products slows or declines, we may not be able to increase our revenue or achieve and maintain profitability.
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If we are unable to sell renewals of our support subscription services to our customers, our future revenue and operating results will be harmed.
Existing customers may not renew their support subscription services agreements after the initial period and, given our limited operating history,changing customer purchasing preferences, we may not be able to accurately predict our renewal rates. Our customers’ renewal rates may decline or fluctuate as a result of a number of factors, including their available budget and the level of their satisfaction with our products, customer support and pricing compared to that offered by our competitors. If our customers renew their contracts, they may renew on terms that are less economically beneficial to us. If our customers do not renew their agreements or renew on less favorable terms, our revenue may grow more slowly than expected, if at all.
We expect that revenue from subscription agreementsservices will increase as a percentage of total revenue over time, and because we recognize this revenue over the term of the relevant contract period, downturns or upturns in sales of subscriptionssubscription services are not immediately reflected in full in our results of operations.
We expect that our revenue from support subscription agreementsservices will increase as a percentage of total revenue over time. We are also increasing the number of our subscription-based offerings, such as ES2Pure as-a-Service although, though it is more difficult to predict the rate at which customers will adopt, and the rate at which our revenue will grow from these new offerings. We recognize subscription services revenue ratably over the term of the relevant period. As a result, much of the subscription services revenue we report each quarter is derived from agreements that we sold in prior quarters. Consequently, a decline in new or renewed subscription services agreements in any one quarter will not be fully reflected in revenue in that quarter but will negatively affect our revenue in future quarters. Accordingly, the effect of significant downturns in sales of subscriptionssubscription services is not reflected in full in our results of operations until future periods. It is also difficult for us to rapidly increase our subscription services revenue through additional sales in any period, as revenue from renewals must be recognized ratably over the applicable service period.
Our products are highly technicalWe may require additional capital to support business growth, and may contain defects, which could cause data unavailability, loss or corruption thatthis capital might in turn, result in liability and harm to our reputation and business.

Our products are highly technical and complex and are often used to store information critical to our customers’ business operations. Our products may contain errors, defects or security vulnerabilities that could result in data unavailability, loss, corruption or other harm to our customers. Some errors in our products may onlynot be discovered after they have been installed and used by customers. Any errors, defects or security vulnerabilities in our products could result in a loss of revenue, injury to our reputation, loss of customers or increased service and warranty costs, any of which could adversely affect our business and operating results. In addition, errors or failures in the products of third-party technology vendors may be attributed to us and may harm our reputation.
We could face claims for product liability, tort or breach of warranty. Many of our contracts with customers contain provisions relating to warranty disclaimers and liability limitations, which may be difficult to enforce. Defending a lawsuit, regardless of its merit, would be costly and might divert management’s attention and adversely affect the market’s perception of us and our products. Our business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailableavailable on acceptable terms, or at all. These product-related issues
We intend to continue to make investments to support our business growth and may require additional funds to support business initiatives, including the need to develop new products or enhance our existing products, enhance our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our stockholders could resultsuffer 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 we undertake in claims againstthe future could involve additional 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 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 support our business growth and to respond to business challenges could be significantly limited and our prospects and financial condition could be harmed.
We are exposed to the credit risk of some of our customers, which could harm our business, operating results and financial condition.
Most of our sales are made on an open credit basis. We monitor individual customer payment capability when we grant open credit arrangements and may limit these open credit arrangements based on perceived creditworthiness. We also maintain allowances we believe are adequate to cover exposure for doubtful accounts. Although we have programs in place that are designed to monitor and mitigate these risks, we cannot assure investors these programs will be effective in managing our credit risks, especially as we expand our business internationally. If we are unable to adequately control these risks, our business, operating results and financial condition could be harmed.
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Risks Related to Our Operations
If we are unable to attract, motivate and retain sales, engineering and other key personnel, including our management team, we may not be able to increase our revenue and our business, operating results and financial condition could be harmed.
Our brand nameability to increase our revenue depends on our ability to attract, motivate, and retain qualified sales, engineering and other key employees, including our management. These positions may require candidates with specific backgrounds in software and the storage industry, and competition for employees with such expertise is intense. We have from time to time experienced, and we expect to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. To the extent that we are successful in hiring to fill these positions, we may need a significant amount of time to train new employees before they are effective and efficient in performing their jobs. From time to time, there may be changes in our management team, which could create short term uncertainty. All of our employees, including members of our management team and executive officers, are generally employed on an at-will basis, which means that they could terminate their employment with us at any time. If we are unable to attract, motivate and retain qualified sales, engineering and other key employees, including our management or if they are unable to work effectively or at all due to the COVID-19 pandemic, our business and operating results could suffer.
If we fail to adequately expand and optimize our sales force, our growth will be impeded.
We need to continue to expand and optimize our sales organization in order to grow our customer base and our business. We plan to continue to expand and train our sales force, both domestically and internationally. We must design and implement effective sales incentive programs, and it can take time before new sales representatives are fully trained and productive. If we are unable to hire, develop and retain qualified sales personnel or if new sales personnel are unable to achieve desired productivity levels in a reasonable period of time, we may not be able to realize the expected benefits of these investments or increase our revenue and our business and operating results could suffer.
Our company culture has contributed to our success, and if we cannot maintain this culture as we grow, we could lose the innovation, creativity and teamwork fostered by our culture, and our business may be harmed by the marketing strategies of our competitors.harmed.
We believe that building and maintaining brand recognition and customer goodwill isour company culture has been a critical contributor to our success. Our effortsculture fosters innovation, creativity, teamwork, passion for customers and focus on execution, and facilitates critical knowledge transfer and knowledge sharing. In particular, we believe that the difference between our sales, support and engineering cultures and those of incumbent vendors, is a key competitive advantage and differentiator for our customers and partners. As we grow and change or are required to adapt to changes in this area have, on occasion, been hampered bybusiness operations as a result of the marketing effortsCOVID-19 pandemic, we may find it difficult to maintain these important aspects of our competitors,company culture, which could limit our ability to innovate and operate effectively. Any failure to preserve our culture could also negatively affect our ability to retain and recruit personnel, continue to perform at current levels or execute on our business strategy.
Our long-term success depends, in part, on sales outside of the United States, which subjects us to costs and risks associated with international operations.
We maintain operations outside of the United States, which we have included negative or misleading statements about usbeen expanding and our products. If we are unableintend to effectively respondcontinue to the marketing efforts of our competitors and protect our brand and customer goodwill now orexpand in the future, our business will be adversely affected.
Our products must interoperate with third party operating systems, software applicationsfuture. As a company headquartered in the United States, conducting and hardware,expanding international operations subjects us to costs and if we are unable to ensurerisks that our products interoperate with third party software and hardware, we may losenot generally face in the United States, including:
•exposure to foreign currency exchange rate risk;
•difficulties in collecting payments internationally;
•managing and staffing international operations;
•public health pandemics or failepidemics, such as the COVID-19 pandemic;
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•establishing relationships with channel partners in international locations;
•increased travel, infrastructure and legal compliance costs associated with international locations;
•requirements to increase our market share and may experience reduced demand for our products.
Our products must interoperatecomply with our customers’ infrastructure, specifically networks, servers, software and operating systems, which are offered by a wide variety of vendors. When newlaws and regulations associated with international operations, including taxes and customs;
•significant fines, penalties and collateral consequences if we or updated versionsour partners fail to comply with anti-bribery laws;
•heightened risk of improper, unfair or corrupt business practices in certain geographies;
•potentially adverse tax consequences, including repatriation of earnings;
•increased financial accounting and reporting burdens and complexities;
•political, social and economic instability abroad, terrorist attacks and security concerns in general; and
•reduced or varied protection for intellectual property rights in some countries.
The occurrence of any one of these operating systems or applications are introduced, we must sometimes develop updated versions ofrisks could negatively affect our software so that our products interoperate properly. For example, our Pure1 cloud-based managementinternational operations and, support includes connectors to virtualization platforms, allowing our customers to manage our products within native management tools, such as VMware and OpenStack. We may not deliver or maintain interoperability quickly, cost-effectively or at all. These efforts require capital investment and engineering resources. If we fail to maintain compatibility of our products with these infrastructure components, our customers may not be able to fully utilize our products, and we may, among other consequences, lose or fail to increase our market share and experience reduced demand for our products, which may harm our business, operating results and financial condition.
Our products must conform to industry standards in order to be accepted by customers in our markets.
Generally, our products comprise only a part of a data center. The servers, network, software and other components and systems of a data center must comply with established industry standards in order to interoperate and function efficiently together. We depend on companies that provide other systems in a data center to conform to prevailing industry standards. These companies are often significantly larger and more influential in driving industry standards than we are. Some industry standards may not be widely adopted or implemented uniformly, and competing standards may emerge that may be preferred by our customers. If larger companies do not conform to the same industry standards that we do, or if competing standards emerge, sales of our products could be adversely affected, which may harm our business.
Our ability to successfully market and sell our products is dependent in part on ease of use and the quality of our support offerings, and any failure to offer high-quality installation and technical support could harm our business.
Once our products are deployed by our customers, customers depend on our support organization to resolve technical issues relating to our products. Our ability to provide effective support is largely dependent on our ability to

attract, train and retain qualified personnel, as well as to engage with qualified support partners that provide a similar level of customer support. In addition, our sales process is highly dependent on our product and business reputation and on recommendations from our existing customers. Although our products are designed to be interoperable with existing servers and systems, we may need to provide customized installation and configuration support to our customers before our products become fully operational in their environments. Any failure to maintain, or a market perception that we do not maintain, high-quality installation and technical support could harm our reputation, our ability to sell our products to existing and prospective customers and our business.
We rely on contract manufacturers to manufacture our products, and if we fail to manage our relationships with our contract manufacturers successfully, our business could be negatively impacted.
We rely on a limited number of contract manufacturers to manufacture our products. Our reliance on contract manufacturers reduces our control over the assembly process, and exposes us to risks, such as reduced control over quality assurance, costs and product supply. If we fail to manage our relationships with these contract manufacturers effectively, or if these contract manufacturers experience delays, disruptions, capacity constraints or quality control problems, our ability to timely ship products to our customers will be impaired, potentially on short notice and our competitive position, reputation and financial results could be harmed. If we are required, for whatever reason, to change contract manufacturers or assume internal manufacturing operations, we may lose revenue, incur increased costs and damage our customer relationships. Qualifying a new contract manufacturer and commencing production is expensive and time-consuming. We may need to increase our component purchases, contract manufacturing capacity and internal test and quality functions if we experience increased demand. The inability of our contract manufacturers to provide us with adequate supplies of high-quality products could cause a delay in our order fulfillment, andconsequently, our business, operating results and financial condition may be harmed.generally.
We relyOur international operations, as well as changes in tax laws, could expose us to potentially adverse tax consequences.
The U.S. Tax law changes enacted through the Tax Cuts and Jobs Act (the Tax Act) in December 2017 are subject to further interpretations from the U.S. federal and state governments and regulatory organizations. Regulations have been issued to provide interpretive guidance on a limited numbercertain provisions of suppliers, and in some cases single-source suppliers, and any disruption or termination of our supply arrangements could delay shipments of our products and could harm our relationships with current and prospective customers.
We rely on a limited number of suppliers, and in some cases, on single-source suppliers, for several key components of our products, and wethe Tax Act, but there are still uncertainties as final regulations have not generally entered into agreementsbeen issued for the long-term purchaseall provisions. The issuance of these components. For example, the CPUs utilized in our products are supplied by Intel Corporation (Intel), and neither we nor our contract manufacturers have an agreement with Intel for the procurement of these CPUs. Instead, we purchase the CPUs either directly from Intel or through a reseller on a purchase order basis. Intel or its resellers could stop selling to us at any time or could raise their prices without notice.
This reliance on a limited number of suppliers and the lack of any guaranteed sources of supply exposes us to several risks, including:
the inability to obtain an adequate supply of key components, including solid-state drives;
price volatility for the components of our products;
failure of a supplier to meet our quality or production requirements;
failure of a supplier of key components to remain in business or adjust to market conditions; and
consolidation among suppliers, resulting in some suppliers exiting the industry or discontinuing the manufacture of components.
Further, some of the components in our products are sourced from component suppliers outside the United States. The portion of our products that are sourced outside the United States may subject us to additional logistical risks or risks associated with complying with local rules andfinal regulations in foreign countries. Significant changes to existing international trade agreements could lead to sourcing or logistics disruption resulting from import delays or the imposition of increased tariffs on our sourcing partners. For example, there have been discussions regarding potential significant changes to U.S trade polices, legislation, treaties and tariffs, and the United States and Chinese governments have announced import tariffs by both countries. If any new legislation and/or regulations are implemented, or if existing trade agreements are renegotiated or terminated, or if tariffs are imposed on foreign-sourced or U.S. goods, it may be inefficient and expensive for us to alter our business operations in order to adapt to or comply with

such changes. Such operational changes could have a material adverse effect on our business, financial condition,cash tax liabilities, results of operations, or cash flows.
As a result of these risks, we cannot assure investors that we will be able to obtain enough of these key components in the future or that the cost of these components will not increase. If our supply of components is disrupted or delayed, or if we need to replace our existing suppliers, there can be no assurance that additional components will be available when required or that components will be available on terms that are favorable to us, which could extend our lead times, increase the costs of our components and harm our business, operating results and financial condition. We may not be able to continue to procure components at reasonable prices, which may require us to enter into longer-term contracts with component suppliers to obtain components at competitive prices. Any of the foregoing disruptions could increase our costs and decrease our gross margins, harming our business, operating results and financial condition.
ManagingWe generally conduct our international operations through wholly owned subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Given the supplypassage of the Tax Act and other global tax developments, we continue to evaluate our productscorporate structure and their components is complex. Insufficient supplyintercompany relationships. Future changes to U.S. and inventoryglobal tax laws may result in lost sales opportunities or delayed revenue, while excess inventory may harmadversely impact our gross margins.effective tax rate.
Our third-party contract manufacturers procure componentsintercompany relationships are, and buildafter the implementation of any changes to our products based oncorporate structure will continue to be, subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our forecasts,determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our position were not sustained, we generally do not hold inventory for a prolonged period of time. These forecasts are based on estimates of future demand for our products,could be required to pay additional taxes, interest and penalties, which are in turn based on historical trends and analyses from our sales and marketing organizations, adjusted for overall market conditions. In order to reduce manufacturing lead times and plan for adequate component supply, from time to time we may issue orders for components and products that are non-cancelable and non-returnable. Our inventory management systems and related supply chain visibility tools may be inadequate to enable us to make accurate forecasts and effectively manage the supply of our products and components. We have, in the past, had to write off inventory in connection with transitions to new product models. If we ultimately determine that we have excess supply, we may have to reduce our prices and write down or write off excess or obsolete inventory, which in turn could result in tax charges, higher effective tax rates, reduced cash flows and lower gross margins. Alternatively, insufficient supply levels may lead to shortages that result in delayed revenue, reduced product margins or loss of sales opportunities altogether. If we are unable to effectively manage our supply and inventory, our results of operations could be adversely affected.
Adverse economic conditions may harm our revenues and profitability.
Our operations and performance depend in part on worldwide economic conditions and the economic healthoverall profitability of our current and prospective customers. Global economic uncertainty and political and fiscal challenges in the United States and abroad can arise suddenly and affect the rate of information technology spending and could adversely affect our customers' ability or willingness to purchase our products and services. For example, in 2019, the growth rate in the economy of the European Union, China, or the United States, trade relations between the United States and China, political uncertainty in the Middle East and other geopolitical events could directly or indirectly affect our business. Additionally, the United Kingdom's exit from the European Union remains subject to the successful conclusion of a final withdrawal agreement between the parties. In the absence of such an agreement, there would be no transitional provisions and any exit from the European Union could lead to adverse economic consequences. Weak economic conditions would likely adversely impact our business, operating results and financial condition in a number of ways, including by reducing sales, lengthening sales cycles and lowering prices of our products and services.operations.
Third-party claims that we infringe their intellectual property rights could be costly and harm our business.
There is a substantial amount of intellectual property litigation in the data storage industry, and we may become party to, or threatened with, litigation or other adversarial proceedings regarding intellectual property rights with respect to our technology. Third parties may assert infringement claims against us based on existing or future intellectual property rights. The outcome of intellectual property litigation is subject to uncertainties that cannot be adequately quantified in advance. We have been, and may in the future be, subject to claims that we infringe upon the intellectual property rights of other intellectual property holders, particularly as we grow and face increasing competition.
Any intellectual property rights claim against us or our customers, suppliers, and channel partners, with or without merit, could be time-consuming and expensive to litigate or settle, could divert management’s resources and attention from operating our business and could force us to acquire intellectual property rights and licenses, which may involve substantial royalty payments. Further, a party making such a claim, if successful, could secure a judgment that requires

us to pay substantial damages, including treble damages and attorneys’ fees if we are found to have willfully infringed a patent. An adverse determination also could invalidate our intellectual property rights, and prevent us from manufacturing and selling our products and may require that we procure or develop substitute products that do not infringe, which could require significant effort and expense.
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We may not be able to re-engineer our products successfully to avoid infringement, and we may have to seek a license for the infringed technology, which may not be available on reasonable terms or at all, may significantly increase our operating expenses or may require us to restrict our business activities in one or more respects. Even if we were able to obtain a license, it could be non-exclusive, thereby givingwhich may give our competitors access to the same technologies licensed to us. Claims that we have misappropriated the confidential information or trade secrets of third parties could have a similar negative impact on our business. Any of these events could harm our business and financial condition.
We currently have a number of agreements in effect with our customers, suppliers and channel partners pursuant to which we have agreed to defend, indemnify and hold them harmless our customers, suppliers and channel partners from damages and costs which may arise from theclaims of infringement by our products of third-party patents, trademarks or other proprietary rights. The scope of these indemnity obligations varies but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Our insurance may not cover intellectual property infringement claims. A claim that our products infringe a third party’s intellectual property rights could harm our relationships with our customers, deter future customers from purchasing our products and expose us to costly litigation and settlement expenses. Even if we are not a party to any litigation between a customer and a third party relating to infringement claims by our products, an adverse outcome in any such litigation could make it more difficult for us to defend our products against intellectual property infringement claims in any subsequent litigation in which we are a named party. Any of these results could harm our brand, business and financial condition.
The success of our business depends in part on our ability to protect and enforce our intellectual property rights.
We rely on a combination of patent, copyright, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect our proprietary rights, all of which provide only limited protection. We have over 8002,000 issued patents and patent applications in the United States and foreign countries. We cannot assure investors that future patents issued to us, if any, will give us the protection that we seek, if at all, or that any patents issued to us will not be challenged, invalidated, circumvented or held to be unenforceable. Our issued patents and anyfuture patents that may issue in the future may not provide sufficiently broad protection or may not be enforceable. Further, the laws of certain foreign countries do not provide the same level of protection of corporate proprietary information and assets such as intellectual property, trademarks, trade secrets, know-how and records, as the laws of the United States. For instance, the legal systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents and other intellectual property protection. As a result, we may encounter significant problems in protecting and defending our intellectual property or proprietary rights abroad.
Changes to the patent lawsintellectual property law in the United States and other jurisdictions could also diminish the value of our patents and patent applications or narrow the scope of our patent protection.protection, among other intellectual property rights. We cannot be certain that the steps we have taken will prevent theft, unauthorized use of our technology or the reverse engineering of our technology.proprietary information and other intellectual property, including technical data, manufacturing processes, data sets or other sensitive information. Moreover, others may independently develop technologies that are competitive to ours or that infringe our intellectual property. Furthermore, any of our trademarks may be challenged by others or invalidated through administrative process or litigation.
Protecting against the unauthorized use of our intellectual property, products and other proprietary rights is expensive and difficult. Litigation may be necessary in the future to enforce or defend our intellectual property rights or to determine the validity and scope of the proprietary rights of others. Any such litigation could result in substantial costs and diversion of management’s resources and attention, either of which could harm our business, operating results and financial condition. Further, many of our current and potential competitors have the ability to dedicate substantially greater resources than us to defend intellectual property infringement claims and enforce their intellectual property rights. Accordingly, we may not be able to prevent third parties from infringing upon or misappropriating our intellectual property. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which our products are available. An inability to adequately protect and enforce our intellectual property and other proprietary rights could harm our business and financial condition.
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Our use of open source software could impose limitations on our ability to commercialize our products.
We use open source software in our products and expect to continue to use open source software in the future. Although we monitor our use of open source software, the terms of many open source licenses have not been interpreted by U.S. or foreign courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to market our products. From time to time, we may face claims from third parties

claiming ownership of, or demanding release of, the open source software or derivative works that we have developed using such software, which could include our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, seek licenses from third parties in order to continue offering our products for certain uses or cease offering the implicated solutions unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources, and we may be required to discontinue providing some of our software in the eventif re-engineering cannot be accomplished on a timely basis, any of which could harm our business, operating results and financial condition.
If we or our products suffer a cybersecurity or other security breach, we may lose customers and incur significant liabilities.
In the ordinary course of business, we store sensitive data on our internal systems, networks and servers, which may include intellectual property, our proprietary business information and that of our customers, suppliers and business partners and sales data, which may, on occasion, include personally identifiable information. Additionally, we design and sell products that allow our customers to store our customers’ data. The security of our own networks and the intrusion protection features of our products are both critical to our operations and business strategy.
We devote significant resources to network security, data encryption and other security measures to protect our systems and data, but these security measures cannot provide absolute security. For example, we use encryption and authentication technologies to secure the transmission and storage of data and prevent third party access to data or accounts, but these security measures are subject to third-party security breaches, employee error, malfeasance, faulty password management or other irregularities. Any destructive or intrusive breach of our internal systems could result in the information stored on our networks being accessed, publicly disclosed, lost or stolen.
Additionally, an effective attack on our products could disrupt the proper functioning of our products, allow unauthorized access to sensitive, proprietary or confidential information of ours or our customers, disrupt or temporarily interrupt customers’ operations or cause other destructive outcomes, including the theft of information sufficient to engage in fraudulent transactions. The risk that these types of events could seriously harm our business is likely to increase as we expand our network of channel partners, resellers and authorized service providers and operate in more countries. The economic costs to us to eliminate or alleviate cyber or other security problems, viruses, worms, malicious software systems and security vulnerabilities could be significant and may be difficult to anticipate or measure because the damage may differ based on the identity and motive of the programmer or hacker, which are often difficult to identify. If any of these types of security breaches, actual or perceived, were to occur and we were to be unable to protect sensitive data, our relationships with our business partners and customers could be materially damaged, our reputation and brand could be materially harmed, use of our products could decrease and we could be exposed to a risk of loss or litigation and possible liability.
We may acquire other businesses which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results.
We may, from time to time, acquire complementary products, technologies or businesses. For example, in April 2019, we acquired Compuverde AB. We also may enter into relationships with other businesses in order to expand our product offerings, which could involve preferred or exclusive licenses, additional channels of distribution or discount pricing or investments in other companies. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to third-party or government approvals, which are beyond our control. Consequently, we can make no assurance that these transactions, once undertaken and announced, will close.
These kinds of acquisitions or investments may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of acquired companies, particularly if the key personnel of the acquired business choose not to work for us, and we may have difficulty retaining the customers of any acquired business. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for development of our business. Any acquisition or investment could expose us to unknown liabilities. Moreover, we cannot assure investors that the anticipated benefits of any acquisition or investment will be realized. In connection

with these types of transactions, we may issue additional equity securities that would dilute our stockholders, use cash that we may need in the future to operate our business, incur debt on terms unfavorable to us or that we are unable to repay, incur large charges or substantial liabilities, encounter difficulties integrating diverse business cultures and become subject to adverse tax consequences, substantial depreciation or deferred compensation charges. These challenges related to acquisitions or investments could harm our business and financial condition.
We may require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.
We intend to continue to make investments to support our business growth and may require additional funds to respond to business challenges, including the need to develop new products or enhance our existing products, enhance our operating infrastructure and acquire complementary businesses and technologies. Accordingly, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through further issuances of equity or convertible debt securities, our 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 in the future could involve additional 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 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 support our business growth and to respond to business challenges could be significantly limited and our prospects and financial condition could be harmed.
We are exposed to the credit risk of some of our customers, which could harm our business, operating results and financial condition.
Most of our sales are made on an open credit basis. We monitor individual customer payment capability when we grant open credit arrangements and may limit these open credit arrangements based on perceived creditworthiness. We also maintain allowances we believe are adequate to cover exposure for doubtful accounts. Although we have programs in place that are designed to monitor and mitigate these risks, we cannot assure investors these programs will be effective in managing our credit risks, especially as we expand our business internationally. If we are unable to adequately control these risks, our business, operating results and financial condition could be harmed.
Sales to U.S. federal, state and local governments are subject to a number of challenges and risks that may adversely impact our business.
Sales to U.S. federal, state and local governmental agencies may in the future account for a significant portion of our revenue.
Selling to governmental agencies can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that such efforts will generate a sale;
Government certification requirements applicable to our products may change and in doing so restrict our ability to sell into the U.S. federal government sector until we have attained the revised certification;
Government demand and payment for our products and services may be impacted by public sector budgetary cycles and funding authorizations, including in connection with an extended federal government shutdown, with funding reductions or delays adversely affecting public sector demand for our products and services;
We sell our products to governmental agencies through our channel partners, and these agencies may have statutory, contractual or other legal rights to terminate contracts with our distributors and resellers for convenience or due to a default, and any such termination may adversely impact our future results of operations; and
Governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our products, which would adversely impact our revenue and results of operations, or institute fines or civil or criminal liability if the audit uncovers improper or illegal activities
Finally, governments may require certain products to be manufactured in the United States and other relatively high-cost manufacturing locations, and we may not manufacture all products in locations that meet these requirements, affecting our ability to sell these products to governmental agencies.

We need to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act, and the failure to do so could have a material adverse effect on our business and stock price.
The Sarbanes-Oxley Act requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and procedures. We are required to perform system and process evaluation and testing of our internal control over financial reporting to allow management to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act (Section 404). Our independent registered public accounting firm also needs to attest to the effectiveness of our internal control over financial reporting. We continue to take steps to develop our finance and accounting function, such as hiring additional personnel and implementing additional tools and improvements to policies and procedures. Our compliance with Section 404 may require us to continue to incur substantial expense and expend significant management efforts. If we are unable to comply with the requirements of Section 404 in a timely manner, or if we or our independent registered public accounting firm notes or identifies deficiencies in our internal control over financial reporting that are deemed to be material weaknesses, the price of our Class A common stock could decline and we could be subject to sanctions or investigations by the SEC, or other regulatory authorities, which would require additional financial and management resources.
Our international operations, as well as U.S. tax reform, could expose us to potentially adverse tax consequences.
The Tax Cuts and Jobs Act (the Tax Act) was signed into law on December 22, 2017. The new legislation decreased the U.S. corporate federal income tax rate from 35% to 21% effective January 1, 2018. The Tax Act also includes a number of other provisions including the elimination of loss carrybacks and limitations on the use of future losses, limitations on the deductibility of executive compensation, limitation or modification on the deductibility of certain business expenses, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and the introduction of a base erosion and anti-abuse tax. Regulations have been issued to provide interpretive guidance on certain provisions of the Tax Act, but there are still uncertainties as regulations have not been issued for all provisions, and certain proposed regulations have not been finalized. The issuance of additional proposed and final regulations could have a material adverse effect on our cash tax liabilities, results of operations, and financial condition.
We generally conduct our international operations through wholly-owned subsidiaries and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Given the passage of the Tax Act and other global tax developments, we continue to evaluate our corporate structure and intercompany relationships. Future changes to U.S. and global tax laws may adversely impact our effective tax rate.
Our intercompany relationships are, and after the implementation of any changes to our corporate structure will continue to be, 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 position were not sustained, we could be required to pay additional taxes, interest and penalties, which could result in tax charges, higher effective tax rates, reduced cash flows and lower overall profitability of our operations.
Failure to comply with governmental laws and regulations could harm our business.
Our business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import/export controls, federal securities laws and tax laws and regulations. In certain jurisdictions, these regulatory requirements may be more stringent than in the United States. For example, the European Union has adopted certain directives to facilitate the recycling of electrical and electronic equipment sold in the European Union, including the Restriction on the Use of Certain Hazardous Substances in Electrical and Electronic Equipment directive and the Waste Electrical and Electronic Equipment directive.
Changes in applicable laws, regulations and standards could harm our business, operating results and financial condition. For example, we have been subject to the EU General Data Protection Regulation, or GDPR, since May 2018. The GDPR2018 and to the California Consumer Privacy Act (CCPA) since January 2020. These and potentially other future privacy regulations may requiresrequire us to make further changechanges to our policies and procedures in the future beyond what we have already done. Our business could be impacted, to some extent, by the United Kingdom's exit from the European

Union and related changes in law and regulation. We made changes to our data protection compliance program in relation to prepare for the GDPRdata privacy regulations and will continue to monitor the implementation and evolution of global data protection regulations, but if we are not compliant with GDPR requirements,such privacy regulations, we may be subject to significant fines and our business may be harmed. In addition, the California Consumer Privacy ActCCPA places additional requirements on the handling of personal data.data and is currently subject to a revision and update process. The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and policies and to incur substantial costs and expenses. Customers may choose to implement technological solutions to comply with such regulations that impact the performance and competitiveness of our products and solutions.
Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties or injunctions. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, operating results and financial condition could be harmed. Even the perception of privacy concerns, whether or not valid, may harm our reputation and inhibit competitiveness and adoption of our products by current and future customers. In addition, responding to any action will likely result in a significant diversion of management’s attention and resources and an increase in professional fees. Enforcement actions and sanctions could harm our business, operating results and financial condition.
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Governmental regulations affecting the import or export of products could negatively affect our revenue.
The U.S. and various foreign governments have imposed controls, export license requirements and restrictions on the import or export of some technologies, especially encryption technology. From time to time, governmental agencies have proposed additional regulation of encryption technology, such as requiring the escrow of imports or exports. If we fail to obtain required import or export approval for our products or its various components, our international and domestic sales could be harmed and our revenue may be adversely affected. In many cases, we rely on vendors and channel partners to handle logistics associated with the import and export of our products, so our visibility and control over these matters may be limited. In addition, failure to comply with such regulations could result in penalties, costs and restrictions on export privileges, which could harm our business, operating results and financial condition.
If we or our products suffer a cybersecurity or other security breach, we may lose customers and incur significant liabilities.
In the ordinary course of business, we store sensitive data on our internal systems, networks and servers, which may include intellectual property, our proprietary business information and that of our customers, suppliers and business partners and sales data, which may, on occasion, include personally identifiable information. Additionally, we design and sell products that allow our customers to store their data. The security of our own networks and the intrusion protection features of our products are both critical to our operations and business strategy.
We devote significant resources to network security, data encryption and other security measures to protect our systems and data, but these security measures cannot provide absolute security. While we use encryption and authentication technologies to secure the transmission and storage of data and prevent third-party access to data or accounts, these security measures are subject to third party security breaches, employee error, malfeasance, faulty password management or other irregularities. Any destructive or intrusive breach of our internal systems could result in the information stored on our networks being accessed, publicly disclosed, lost or stolen.
Additionally, an effective attack on our products could disrupt the proper functioning of our products, allow unauthorized access to sensitive, proprietary or confidential information of ours or our customers, disrupt or temporarily interrupt our and our customers’ operations or cause other destructive outcomes, including the theft of information sufficient to engage in fraudulent transactions. The risk that these types of events could seriously harm our business is likely to increase as we expand our network of channel partners, resellers and authorized service providers and operate in more countries. The economic costs to us to eliminate or alleviate cyber or other security problems, viruses, worms, malicious software systems and security vulnerabilities could be significant and may be difficult to anticipate or measure because the damage may differ based on the identity and motive of the programmer or hacker, which are often difficult to identify. If any of these types of security breaches were to occur and we were unable to protect sensitive data, our relationships with our business partners and customers could be materially damaged, our reputation and brand could be materially harmed, use of our products could decrease and we could be exposed to a risk of loss or litigation and possible liability.
We may acquire other businesses which could require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our operating results.
We may, from time to time, acquire complementary products, technologies or businesses, such as our acquisition of Compuverde AB in April 2019. We also may enter into relationships with other businesses in order to expand our product offerings, which could involve preferred or exclusive licenses, additional channels of distribution or discount pricing or investments in other companies. Negotiating these transactions can be time-consuming, difficult and expensive, and our ability to close these transactions may be subject to third-party or government approvals, which are beyond our control. Consequently, we can make no assurance that these transactions, once undertaken and announced, will close.
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These kinds of acquisitions or investments may result in unforeseen operating difficulties and expenditures. In particular, we may encounter difficulties assimilating or integrating the businesses, technologies, products, personnel or operations of acquired companies, particularly if the key personnel of the acquired business choose not to work for us, and we may have difficulty retaining the customers of any acquired business. Acquisitions may also disrupt our ongoing business, divert our resources and require significant management attention that would otherwise be available for development of our business. Any acquisition or investment could expose us to unknown liabilities. Moreover, we cannot assure investors that the anticipated benefits of any acquisition or investment will be realized. In connection with these types of transactions, we may issue additional equity securities that would dilute our stockholders, use cash that we may need in the future to operate our business, incur debt on terms unfavorable to us or that we are unable to repay, incur large charges or substantial liabilities, encounter difficulties integrating diverse business cultures and become subject to adverse tax consequences, substantial depreciation or deferred compensation charges. These challenges related to acquisitions or investments could harm our business and financial condition.
General Risk Factors
Adverse economic conditions may harm our revenues and profitability.
Our operations and performance depend in part on worldwide economic conditions and the economic health of our current and prospective customers. Global economic uncertainty and political and fiscal challenges in the United States and abroad can arise suddenly and affect the rate of information technology spending and could adversely affect our customers' ability or willingness to purchase our products and services. For example, the global macroeconomic environment could be negatively affected by the growth rate in the economy of the European Union, China, or the United States, trade relations between the United States and China, the impact of public health epidemics or pandemics, such as the COVID-19 pandemic, political uncertainty in the Middle East and other geopolitical events. Additionally, the United Kingdom's exit from the European Union is disruptive and remains subject to the successful conclusion of a final withdrawal agreement between the parties. In the absence of such an agreement, there would be no transitional provisions and any exit from the European Union could lead to adverse economic consequences. Weak economic conditions would likely adversely impact our business, operating results and financial condition in a number of ways, including by reducing sales, lengthening sales cycles and lowering prices of our products and services.
Our business is subject to the risks of earthquakes, fires, floods and other natural catastrophic events, and to interruption by man-made factors such as computer viruses or terrorism.terrorism or by the impact of public health epidemics or pandemics, such as the COVID-19 pandemic.
We and our suppliers have operations in locations, including our headquarters in California, that are subject to earthquakes, fires, floods and other natural catastrophic events, such as severe weather and geological events, which could disrupt our operations or the operations of our customers and suppliers. Our customers affected by a natural disaster could postpone or cancel orders of our products, which could negatively impact our business. Moreover, should any of our key suppliers fail to deliver components to us as a result of a natural disaster, we may be unable to purchase these components in necessary quantities or may be forced to purchase components in the open market at significantly higher costs. We may also be forced to purchase components in advance of our normal supply chain demand to avoid potential market shortages. Our business interruption insurance may be insufficient to compensate us for losses due to a significant natural disaster or due to man-made factors. Any natural catastrophic events may also prevent our employees from being able to reach our offices in any jurisdiction around the world, and therefore impede our ability to conduct business as usual.
In addition, man-made factors, such as acts of terrorism or malicious computer viruses, and public health epidemics or pandemics, such as the COVID-19 pandemic, could cause disruptions in our or our customers’ businesses or the economy as a whole. To the extent that these disruptions result in delays or cancellations of customer orders or the deployment of our products, our business, operating results and financial condition could be harmed.
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Risks Related to Our Notes
We may not have the ability to raise the funds necessary to settle conversions of the Notes or to repurchase the Notes upon a fundamental change, and our future debt may contain limitations on our ability to pay cash upon conversion or repurchase of the Notes.
Holders of the Notes will have the right to require us to repurchase all or a portion of their Notes upon the occurrence of a fundamental change at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase

date.interest. In addition, if a make-whole fundamental change (as defined in the indenture for the Notes) occurs prior to the maturity date of the Notes, we will in some cases be required to increase the conversion rate for a holder that elects to convert its Notes in connection with such make-whole fundamental change. Upon a conversion of the Notes, unless we elect to deliver solely shares of our Class A common stock to settle such conversion (other than paying cash in lieu of delivering any fractional share), we will be required to make cash payments in respect of the Notes being converted. However, we may not have enough available cash or be able to obtain financing at the time we are required to make repurchases of Notes surrendered therefor or pay cash with respect to Notes being converted.
In addition, our ability to repurchase or to pay cash upon conversion of the Notes may be limited by law, regulatory authority or agreements governing our future indebtedness. Our failure to repurchase the Notes at a time when the repurchase is required by the indenture governing the Notes or to pay cash upon conversion of the Notes as required by the indenture would constitute a default under the indenture. A default under the indenture or the fundamental change itself could also lead to a default under agreements governing our future indebtedness. If the payment of the related indebtedness were to be accelerated after any applicable notice or grace periods, we may not have sufficient funds to repay the indebtedness and repurchase the Notes or to pay cash upon conversion of the Notes.
Servicing our debt will require a significant amount of cash, and we may not have sufficient cash flow from our business to pay our substantial debt.
Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including the amounts payable under the Notes, depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control. Our business may not continue to generate cash flow from operations in the future sufficient to service our debt and make necessary capital expenditures. If we are unable to generate such cash flow, we may be required to adopt one or more alternatives, such as selling assets, restructuring debt or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our ability to refinance our indebtedness will depend on the capital markets and our financial condition at such time. We may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our debt obligations.
We may still incur substantially more debt or take other actions that would diminish our ability to make payments on the Notes when due.
We and our subsidiaries may incur substantial additional debt in the future, subject to the restrictions contained in our future debt instruments, some of which may be secured debt. We are not restricted under the terms of the indenture governing the Notes from incurring additional debt, securing existing or future debt, recapitalizing our debt or taking a number of other actions that could have the effect of diminishing our ability to make payments on the Notes when due. Furthermore, the indenture prohibits us from engaging in certain mergers or acquisitions unless, among other things, the surviving entity assumes our obligations under the Notes and the indenture. These and other provisions in the indenture could deter or prevent a third party from acquiring us even when the acquisition may be favorable to holders of the Notes.
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The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results.
In the eventIf the conditional conversion feature of the Notes is triggered, holders of the Notes will be entitled to convert the Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our common stock (other than by paying cash in lieu of delivering any fractional share), we may settle all or a portion of our conversion obligation in cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or a portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital.
If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the Notes, then our diluted earnings per share would be adversely affected.

Under certain circumstances, convertible debt instruments (such as the Notes) that may be settled entirely or partly in cash are currently accounted for utilizing the treasury stock method, the effect of which is that the shares issuable upon conversion of the Notes are not included in the calculation of diluted earnings per share except to the extent that the conversion value of the Notes exceeds their principal amount. Under the treasury stock method, for diluted earnings per share purposes, the transaction is accounted for as if the number of shares of common stock that would be necessary to settle such excess, if we elected to settle such excess in shares, are issued. We cannot be sure that the accounting standards in the future will continue to permit the use of the treasury stock method. If we are unable to use the treasury stock method in accounting for the shares issuable upon conversion of the Notes, then our diluted earnings per share would be adversely affected.
The capped call transactions may affect the value of the Notes and our common stock.
In connection with the Notes, we entered into capped call transactions with certain financial institutions (the option counterparties). The capped call transactions are expected generally to reduce the potential dilution upon any conversion of the Notes and/or offset any cash payments we are required to make in excess of the principal amount upon conversion of the Notes, with such reduction and/or offset subject to a cap.
In connection with establishing their initial hedges of the capped call transactions, the option counterparties and/or their respective affiliates purchased shares of our Class A common stock and/or entered into various derivative transactions with respect to our Class A common stock. This activity could have increased (or reduced the size of any decrease in) the market price of our Class A common stock or the Notes at that time.
In addition, the option counterparties and/or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A common stock and/or purchasing or selling our Class A common stock in secondary market transactions (and are likely to do so during any observation period related to a conversion of notes or following any repurchase of notes by us on any fundamental change repurchase date or otherwise). This activity could also cause or avoid an increase or a decrease in the price of our Class A common stock or the Notes.
The potential effect, if any, of these transactions and activities on the price of our Class A common stock or the Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our Class A common stock.
Risks Related to Our Common Stock

The trading price of our Class A common stock has been and may continue to be highly volatile, and an active, liquid, and orderly market for our Class A common stock may not be sustained.
The trading price of our Class A common stock has been, and will likely continue to be, highly volatile. Since shares of our Class A common stock were sold in our initial public offering in October 2015 at a price of $17.00 per share, our closing stock price has ranged from $9.40 $8.76 to $28.66,$28.66, through August 23, 2019.June 5, 2020. Some of the factors, many of which are beyond our control, affecting our volatility may include:
•price and volume fluctuations in the overall stock market from time to time;
•significant volatility in the market price and trading volume of technology companies in general and of companies in our industry;
•actual or anticipated changes in our results of operations or fluctuations in our operating results;
•whether our operating results meet the expectations of securities analysts or investors;
•issuance or new or updated research or reports by securities analysts, including the publication of unfavorable reports or change in recommendation or downgrading of our Class A common stock;
•actual or anticipated developments in our competitors’ businesses or the competitive landscape generally;
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•litigation involving us, our industry or both;
•general economic conditions and trends;trends, including the impact of the COVID pandemic;

•major catastrophic events;
•sales of large blocks of our stock; or
•departures of key personnel.
In several recent situations where the price of a stock has been volatile, holders of that stock have instituted securities class action litigation against the company that issued the stock. If any of our stockholders were to bring a lawsuit against us, the defense and disposition of the lawsuit could be costly and divert the time and attention of our management and harm our business, operating results and financial condition.
We cannot guarantee that our recently announced share repurchase program will enhance shareholder value, and share repurchases could affect the price of our common stock.
In August 2019, our board of directors authorized a $150.0$150 million share repurchase program, which will beis being funded from available working capital. The repurchase authorization has no fixed end date. Although our board of directors has authorized a share repurchase program, this program does not obligate us to repurchase any specific dollar amount or to acquire any specific number of shares. The share repurchase program could affect the price of our common stock, increase volatility and diminish our cash reserves. In addition, it may be suspended or terminated at any time, which may negatively impact the price of our Class A common stock.
If securities analysts do not publish research or reports about our business, or if they downgrade our stock, the price of our stock could decline.

The trading market for our Class A common stock will likely be influenced by research and reports that securities or industry analysts publish about us or our business. In the event securities or industry analysts cover our company andIf one or more of these analysts downgrades our stock, lowers their price target, or publishes unfavorable or inaccurate research about our business, our stock price would likely decline. If one or more of these analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could decrease, which could cause our stock price and trading volume to decline.
We have never paid dividends on our common stock and we do not anticipate paying any cash dividends in the foreseeable future.
We have never declared or paid any dividends on our common stock. We intend to retain any earnings to finance the operation and expansion of our business, and we do not anticipate paying any cash dividends in the future. As a result, investors may only receive a return on their investment in our Class A common stock if the market price of our common stock increases.
Provisions in our amended and restated certificate of incorporation and amended and restated bylaws and under Delaware law might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the price of our Class A common stock.
Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could depress the trading price of our Class A common stock by acting to discourage, delay or prevent a change of control of our company or changes in our management that the stockholders of our company may deem advantageous. These provisions:
•establish a classified board of directors so that not all members of our board of directors are elected at one time;
•authorize the issuance of “blank check” preferred stock that our board of directors could issue to increase the number of outstanding shares to discourage a takeover attempt;
•prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
•prohibit stockholders from calling a special meeting of our stockholders;

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•provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
•establish advance notice requirements for nominations for elections to our board of directors or for proposing matters that can be acted upon by stockholders at stockholder meetings.
Additionally, we are subject to 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 “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay, or prevent a change of control of our company.
Any provision of our amended and restated certificate of incorporation, bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our Class A common stock.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim against us arising pursuant to the Delaware General Corporation Law, our amended and restated certificate of incorporation or our bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. If a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business and financial condition.
Item 2. Unregistered Sales of Equity Securities and Use of ProceedsProceeds.
Purchases of Equity Securities by the Issuer
The following table summarizes our stock repurchase activity for the first quarter of fiscal 2021 (in thousands except for price per share):
PeriodAverage Price Paid per Share
Total Number of Shares Purchased as Part of Share Repurchase Program (1)
Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Program
February 3 - March 1$—  —  $135,000  
March 2 - March 29$11.25  2,887  $102,520  
March 30 - May 3$12.21  3,072  $65,000  
(1) In August 2019, our board of directors authorized us to repurchase up to $150.0 million of our outstanding common stock under our share repurchase program. See "Liquidity and Capital Resources—Share Repurchase Program" included under Part I, Item 2 in this Quarterly Report on Form 10-Q.
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The following table summarizes the shares of restricted common stock that were delivered by certain employees upon vesting of equity awards to satisfy tax withholding requirements during the first quarter of fiscal 2021 (in thousands except for price per share):
PeriodAverage Price per Share DeliveredTotal Number of Shares Delivered to Satisfy Tax Withholding RequirementsApproximate Dollar Value of Shares Delivered to Satisfy Tax Withholding Requirements
February 3 - March 1$—  —  $—  
March 2 - March 29$10.21  126  $1,287  
March 30 - May 3$10.62  8  $87  
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.

Item 5. Other Information.

Not applicable.

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Item 6. Exhibits.
  Incorporation By Reference 
Exhibit
Number		DescriptionFormSEC File No.ExhibitFiling Date
3.110-Q001-375703.112/11/2015
3.2S-1333-2063123.49/9/2015
4.1S-1333-2063124.19/9/2015
4.28-K001-375704.14/10/2018
4.38-K001-375704.24/10/2018
4.4Reference is made to Exhibits 3.1 and 3.2    
31.1*    
31.2*    
32.1**    
99.18-K001-3757099.14/10/2018
101.INSXBRL Instance Document    
101.SCHXBRL Taxonomy Extension Schema Document    
101.CALXBRL Taxonomy Extension Calculation Linkbase Document    
101.DEFXBRL Taxonomy Extension Definition Linkbase Document    
101.LABXBRL Taxonomy Extension Label Linkbase Document    
101.PREXBRL Taxonomy Extension Presentation Linkbase Document    
104Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (included in Exhibit 101)
     Incorporation By Reference  
Exhibit
Number
 Description  Form SEC File No. Exhibit Filing Date
3.1 
Amended and Restated Certificate of Incorporation.
  10-Q 001-37570��3.1 12/11/2015
3.2 
Amended and Restated Bylaws.
  S-1 333-206312 3.4 9/9/2015
4.1 
Form of Class A Common Stock Certificate of the Company.
  S-1 333-206312 4.1 9/9/2015
4.2 
Indenture dated as of April 9, 2018 by and between Pure Storage, Inc. and U.S. Bank National Association, as Trustee
  8-K 001-37570 4.1 4/10/2018
4.3 
Form of Global Note, representing Pure Storage, Inc.'s 0.125% Convertible Senior Notes due 2023 (included as Exhibit A to the Indenture incorporated by reference as Exhibit 4.2 hereto)
  8-K 001-37570 4.2 4/10/2018
4.4 Reference is made to Exhibits 3.1 and 3.2         
10.1* 
Pure Storage, Inc. Amended and Restated 2015 Employee Stock Purchase Plan
         
31.1* 
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
         
31.2* 
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
         
32.1** 
Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
         
99.1 
Form of Confirmation for Capped Call Transactions.
  8-K 001-37570 99.1 4/10/2018
101.INS XBRL Instance Document         
101.SCH XBRL Taxonomy Extension Schema Document         
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document         
101.DEF XBRL Taxonomy Extension Definition Linkbase Document         
101.LAB XBRL Taxonomy Extension Label Linkbase Document         

101.PREXBRL Taxonomy Extension Presentation Linkbase Document
* Filed herewith.
** Furnished herewith.
+  Indicates management contract or compensatory plan.

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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.
 
PURE STORAGE, INC.
Date:June 11, 2020PURE STORAGE, INC.
By:
Date:August 30, 2019By:/s/ CHARLES GIANCARLO
Charles Giancarlo
Chief Executive Officer and Director
(Principal Executive Officer)
Date:August 30, 2019June 11, 2020By:/s/ TIMOTHY RIITTERSKEVAN KRYSLER
Timothy RiittersKevan Krysler
Chief Financial Officer
(Principal Financial and Accounting Officer)

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