UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~July~~October 31, 2019

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

For the transition period from________to________

Commission File Number 001-38069

CLOUDERA, INC.

(Exact name of registrant as specified in its charter)



Delaware	26-2922329
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

_______________________________________________

395 Page Mill Road

Palo Alto, CA 94306

(650) 362-0488

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Securities registered pursuant to Section 12(b) of the Act:



Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00005 par value	CLDR	The New York Stock Exchange

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

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

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



Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐
If an emerging growth company, indicate by checkmark if the registrant has not elected to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act			☐

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

As of ~~August 30,~~November 27, 2019, there were ~~279,648,245~~287,151,499 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS



		Page
	Part I. Financial Information
Item 1.	Condensed Consolidated Financial Statements (unaudited)	2
	Condensed Consolidated Balance Sheets as of ~~July~~October 31, 2019 and January 31, 2019	3
	Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~July~~October 31, 2019 and 2018	4
	Condensed Consolidated Statements of Comprehensive Loss for the three and ~~six~~nine months ended ~~July~~October 31, 2019 and 2018	5
	Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~July~~October 31, 2019 and 2018	6
	Condensed Consolidated Statements of Stockholders’ Equity for the three and ~~six~~nine months ended ~~July~~October 31, 2019 and 2018	7
	Notes to Condensed Consolidated Financial Statements	109

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2928
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4241
Item 4.	Controls and Procedures	4241
	Part II. Other Information
Item 1.	Legal Proceedings	4342
Item 1A.	Risk Factors	4443
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71
Item 3.	Defaults Upon Senior Securities	71
Item 4.	Mine Safety Disclosures	71
Item 5.	Other Information	71
Item 6.	Exhibits	72
Signatures

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Table of Contents

CLOUDERA, INC.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)


	July 31, 2019			January 31, 2019			October 31, 2019			January 31, 2019
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	88,075		$	158,672		$	113,203		$	158,672
Marketable securities, current	331,763			322,005			292,812			322,005
Accounts receivable, net	160,298			242,980			162,454			242,980
Contract assets	5,569			4,824			5,522			4,824
Deferred costs	39,546			32,100			42,987			32,100
Prepaid expenses and other current assets	31,342			38,281			28,968			38,281
Total current assets	656,593			798,862			645,946			798,862
Property and equipment, net	26,061			27,619			24,524			27,619
Marketable securities, non-current	85,412			56,541			92,867			56,541
Intangible assets, net	639,229			679,326			625,137			679,326
Goodwill	588,742			586,456			590,361			586,456
Deferred costs, non-current	30,301			36,913			29,648			36,913
Restricted cash	3,352			3,367			3,352			3,367
Operating lease right-of-use assets	216,958			—			209,920			—
Other assets	9,727			7,559			11,160			7,559
TOTAL ASSETS	$	2,256,375		$	2,196,643		$	2,232,915		$	2,196,643
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	4,283		$	8,185		$	12,204		$	8,185
Accrued compensation	50,149			53,590			58,552			53,590
Other contract liabilities, current	7,935			17,177			7,732			17,177
Other accrued liabilities	30,299			24,548			25,581			24,548
Operating lease liabilities, current	21,358			—			28,915			—
Deferred revenue, current	366,980			390,965			364,442			390,965
Total current liabilities	481,004			494,465			497,426			494,465
Operating lease liabilities, non-current	205,466			—			197,776			—
Deferred revenue, non-current	87,952			116,604			80,729			116,604
Other contract liabilities, non-current	1,053			1,296			931			1,296
Other liabilities	5,404			22,209			7,192			22,209
TOTAL LIABILITIES	780,879			634,574			784,054			634,574
STOCKHOLDERS’ EQUITY:
Preferred stock, $0.00005 par value; 20,000,000 shares authorized, no shares issued and outstanding as of July 31, 2019 and January 31, 2019	—			—
Common stock $0.00005 par value; 1,200,000,000 shares authorized as of July 31, 2019 and January 31, 2019; 279,594,721 and 268,818,627 shares issued and outstanding as of July 31, 2019 and January 31, 2019, respectively	14			13
Preferred stock, $0.00005 par value; 20,000,000 shares authorized, no shares issued and outstanding as of October 31, 2019 and January 31, 2019							—			—
Common stock $0.00005 par value; 1,200,000,000 shares authorized as of October 31, 2019 and January 31, 2019; 287,117,539 and 268,818,627 shares issued and outstanding as of October 31, 2019 and January 31, 2019, respectively							14			13
Additional paid-in capital	2,814,767			2,711,340			2,869,406			2,711,340
Accumulated other comprehensive income (loss)	130			(42		)	978			(42		)
Accumulated deficit	(1,339,415		)	(1,149,242		)	(1,421,537		)	(1,149,242		)
TOTAL STOCKHOLDERS’ EQUITY	1,475,496			1,562,069			1,448,861			1,562,069
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	2,256,375		$	2,196,643		$	2,232,915		$	2,196,643

See accompanying notes to condensed consolidated financial statements.

Table of Contents

CLOUDERA, INC.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Three Months Ended July 31,						Six Months Ended July 31,						Three Months Ended October 31,						Nine Months Ended October 31,
	2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*
Revenue:
Subscription	$	164,102		$	95,798		$	318,940		$	182,561		$	166,932		$	100,757		$	485,872		$	283,318
Services	32,609			17,181			65,239			33,877			31,360			18,231			96,599			52,108
Total revenue	196,711			112,979			384,179			216,438			198,292			118,988			582,471			335,426
Cost of revenue:^{(1) (2)}
Subscription	29,075			14,961			58,412			30,768			30,224			13,996			88,636			44,764
Services	28,055			17,171			59,951			34,715			27,404			15,980			87,355			50,695
Total cost of revenue	57,130			32,132			118,363			65,483			57,628			29,976			175,991			95,459
Gross profit	139,581			80,847			265,816			150,955			140,664			89,012			406,480			239,967
Operating expenses:^{(1) (2)}
Research and development	65,742			39,800			129,915			83,464			66,657			37,563			196,572			121,027
Sales and marketing	112,491			53,381			231,874			115,191			117,783			55,055			349,657			170,246
General and administrative	50,445			17,090			96,877			33,426			38,691			22,067			135,568			55,493
Total operating expenses	228,678			110,271			458,666			232,081			223,131			114,685			681,797			346,766
Loss from operations	(89,097		)	(29,424		)	(192,850		)	(81,126		)	(82,467		)	(25,673		)	(275,317		)	(106,799		)
Interest income, net	3,156			2,173			6,447			3,980			2,756			2,440			9,203			6,420
Other income (expense), net	104			(907		)	337			(2,028		)	(46		)	(1,126		)	291			(3,154		)
Loss before provision for income taxes	(85,837		)	(28,158		)	(186,066		)	(79,174		)	(79,757		)	(24,359		)	(265,823		)	(103,533		)
Provision for income taxes	(1,206		)	(791		)	(4,107		)	(2,097		)	(2,365		)	(1,498		)	(6,472		)	(3,595		)
Net loss	$	(87,043	)	$	(28,949	)	$	(190,173	)	$	(81,271	)	$	(82,122	)	$	(25,857	)	$	(272,295	)	$	(107,128	)
Net loss per share, basic and diluted	$	(0.31	)	$	(0.19	)	$	(0.69	)	$	(0.55	)	$	(0.29	)	$	(0.17	)	$	(0.98	)	$	(0.72	)
Weighted-average shares used in computing net loss per share, basic and diluted	276,778			149,505			274,207			148,115			283,267			152,245			277,260			149,507

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.


(1)	Amounts include stock‑based compensation expense as follows (in thousands):


	Three Months Ended July 31,				Six Months Ended July 31,				Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018		2019		2018		2019		2018		2019		2018

Cost of revenue – subscription	$	4,189	$	2,496	$	8,008	$	5,044	$	4,306	$	2,016	$	12,314	$	7,060
Cost of revenue – services	4,196		2,776		8,456		5,250		4,620		2,290		13,076		7,540
Research and development	18,453		8,336		36,294		18,197		19,697		7,805		55,991		26,002
Sales and marketing	15,435		2,698		28,799		8,777		17,400		5,504		46,199		14,281
General and administrative	19,460		4,169		29,047		8,573		8,191		4,275		37,238		12,848


(2)	Amounts include amortization of acquired intangible assets as follows (in thousands):


	Three Months Ended July 31,				Six Months Ended July 31,				Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018		2019		2018		2019		2018		2019		2018
Cost of revenue – subscription	$	2,687	$	622	$	5,597	$	1,244	$	2,761	$	622	$	8,358	$	1,866
Sales and marketing	17,250		35		34,500		70		17,264		35		51,764		105

See accompanying notes to condensed consolidated financial statements.

Table of Contents

CLOUDERA, INC.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Three Months Ended July 31,						Six Months Ended July 31,						Three Months Ended October 31,						Nine Months Ended October 31,
	2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*
Net loss	$	(87,043	)	$	(28,949	)	$	(190,173	)	$	(81,271	)	$	(82,122	)	$	(25,857	)	$	(272,295	)	$	(107,128	)
Other comprehensive (loss) income, net of tax:
Foreign currency translation loss	(622		)	(252		)	(630		)	(349		)
Other comprehensive income (loss), net of tax:
Foreign currency translation gain (loss)													473			(100		)	(157		)	(449		)
Unrealized gain on investments	452			306			802			160			375			48			1,177			208
Total other comprehensive (loss) income, net of tax	(170		)	54			172			(189		)
Total other comprehensive income (loss), net of tax													848			(52		)	1,020			(241		)
Comprehensive loss	$	(87,213	)	$	(28,895	)	$	(190,001	)	$	(81,460	)	$	(81,274	)	$	(25,909	)	$	(271,275	)	$	(107,369	)

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

CLOUDERA, INC.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Six Months Ended July 31,						Nine Months Ended October 31,
	2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(190,173	)	$	(81,271	)	$	(272,295	)	$	(107,128	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	69,064			5,068			103,020			7,759
Stock-based compensation expense	110,604			45,841			164,818			67,731
Accretion and amortization of marketable securities	(1,660		)	(195		)	(2,362		)	(661		)
Amortization of deferred costs	20,973			13,803			33,579			21,794
Loss (gain) on disposal of fixed assets	459			(20		)	459			(22		)
Changes in assets and liabilities:
Accounts receivable	80,660			34,188			78,952			38,161
Contract assets	(745		)	2,850			(698		)	2,821
Prepaid expenses and other assets	(3,213		)	12,297			(3,056		)	8,348
Deferred costs	(21,807		)	(13,554		)	(37,200		)	(21,419		)
Accounts payable	(3,661		)	583			4,193			561
Accrued compensation	(6,090		)	(9,437		)	(2,323		)	(7,034		)
Accrued expenses and other liabilities	(16,345		)	3,613			(22,994		)	4,210
Other contract liabilities	(9,485		)	385			(9,810		)	(108		)
Deferred revenue	(50,101		)	(13,341		)	(61,693		)	(20,987		)
Net cash (used in) provided by operating activities	(21,520		)	810
Net cash used in operating activities							(27,410		)	(5,974		)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities and other investments	(311,224		)	(252,376		)	(392,497		)	(368,914		)
Proceeds from sale of marketable securities and other investments	39,385			32,294			56,741			36,009
Maturities of marketable securities and other investments	235,402			230,903			331,630			346,203
Cash used in business combinations, net of cash acquired							(4,500		)	—
Capital expenditures	(4,721		)	(7,663		)	(6,488		)	(9,291		)
Net cash (used in) provided by investing activities	(41,158		)	3,158			(15,114		)	4,007
CASH FLOWS FROM FINANCING ACTIVITIES
Taxes paid related to net share settlement of restricted stock units	(15,645		)	(4,388		)	(21,085		)	(8,482		)
Proceeds from employee stock plans	9,220			11,330			19,633			18,760
Net cash (used in) provided by financing activities	(6,425		)	6,942			(1,452		)	10,278
Effect of exchange rate changes on cash, cash equivalents and restricted cash	(1,509		)	(1,215		)	(1,508		)	(1,626		)
Net (decrease) increase in cash, cash equivalents and restricted cash	(70,612		)	9,695			(45,484		)	6,685
Cash, cash equivalents and restricted cash — Beginning of period	162,039			61,299			162,039			61,299
Cash, cash equivalents and restricted cash — End of period	$	91,427		$	70,994		$	116,555		$	67,984


SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for income taxes	$	3,645	$	1,898	$	5,607	$	3,069
Cash paid for operating lease liabilities	$	25,034	$	—	$	27,898	$	—
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Purchases of property and equipment in accounts payable and other accrued liabilities	$	500	$	561	$	138	$	202
Right-of-use assets obtained in exchange for new operating lease liabilities	$	2,966	$	—	$	3,741	$	—

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

CLOUDERA, INC.

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share data)

(unaudited)


	Three Months Ended July 31, 2019																Three Months Ended October 31, 2019
	Common Stock																Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity			Shares		Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit			Total Stockholders’ Equity
Balance as of April 30, 2019	274,184,496		$	14	$	2,755,408		$	300		$	(1,252,372	)	$	1,503,350
Balance as of July 31, 2019																	279,594,721		$	14	$	2,814,767		$	130	$	(1,339,415	)	$	1,475,496
Shares issued under employee stock plans	1,089,237		—		1,885			—			—			1,885			1,845,237		—		5,856			—		—			5,856
Vested restricted stock units converted into shares	4,988,518		—		—			—			—			—			6,377,738		—		—			—		—			—
Shares issued under employee stock purchase plan and other	734,637		—		3,590			—			—			3,590
Stock-based compensation expense	—		—		61,733			—			—			61,733			—		—		54,214			—		—			54,214
Shares withheld related to net settlement of restricted stock units	(1,402,167	)	—		(7,849		)	—			—			(7,849		)	(700,157	)	—		(5,431		)	—		—			(5,431		)
Unrealized gain on investments	—		—		—			452			—			452			—		—		—			375		—			375
Foreign currency translation adjustment	—		—		—			(622		)	—			(622		)	—		—		—			473		—			473
Net loss	—		—		—			—			(87,043		)	(87,043		)	—		—		—			—		(82,122		)	(82,122		)
Balance as of July 31, 2019	279,594,721		$	14	$	2,814,767		$	130		$	(1,339,415	)	$	1,475,496
Balance as of October 31, 2019																	287,117,539		$	14	$	2,869,406		$	978	$	(1,421,537	)	$	1,448,861


	Three Months Ended July 31, 2018																Three Months Ended October 31, 2018
	Common Stock																Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity			Shares		Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
Balance as of April 30, 2018	148,159,117		$	7	$	1,413,431		$	(1,075	)	$	(1,008,915	)	$	403,448
Balance as of July 31, 2018																	150,997,502		$	8	$	1,438,493		$	(1,021	)	$	(1,037,864	)	$	399,616
Shares issued under employee stock plans	597,728		—		1,852			—			—			1,852			802,834		—		4,081			—			—			4,081
Vested restricted stock units converted into shares	1,991,357		1		—			—			—			1			1,863,681		—		—			—			—			—
Shares issued under employee stock purchase plan	472,513		—		6,217			—			—			6,217
Stock-based compensation expense	—		—		20,475			—			—			20,475			—		—		21,890			—			—			21,890
Shares withheld related to net settlement of restricted stock units	(223,213	)	—		(3,482		)	—			—			(3,482		)	(220,431	)	—		(4,094		)	—			—			(4,094		)
Unrealized gain on investments	—		—		—			306			—			306			—		—		—			48			—			48
Foreign currency translation adjustment	—		—		—			(252		)	—			(252		)	—		—		—			(100		)	—			(100		)
Net loss	—		—		—			—			(28,949		)	(28,949		)
Balance as of July 31, 2018	150,997,502		$	8	$	1,438,493		$	(1,021	)	$	(1,037,864	)	$	399,616
Net loss (As Adjusted)*																	—		—		—			—			(25,857		)	(25,857		)
Balance as of October 31, 2018																	153,443,586		$	8	$	1,460,370		$	(1,073	)	$	(1,063,721	)	$	395,584

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

CLOUDERA, INC.

Condensed Consolidated Statements of Stockholders' Equity

(in thousands, except share data)

(unaudited)

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.



	Nine Months Ended October 31, 2019
	Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
Balance as of January 31, 2019	268,818,627		$	13	$	2,711,340		$	(42	)	$	(1,149,242	)	$	1,562,069
Shares issued under employee stock plans	3,776,455		1		10,743			—			—			10,744
Vested restricted stock units converted into shares	16,558,127		—		—			—			—			—
Shares issued under employee stock purchase plan and other	734,637		—		3,590			—			—			3,590
Stock-based compensation expense	—		—		164,818			—			—			164,818
Shares withheld related to net settlement of restricted stock units	(2,770,307	)	—		(21,085		)	—			—			(21,085		)
Unrealized gain on investments	—		—		—			1,177			—			1,177
Foreign currency translation adjustment	—		—		—			(157		)	—			(157		)
Net loss	—		—		—			—			(272,295		)	(272,295		)
Balance as of October 31, 2019	287,117,539		$	14	$	2,869,406		$	978		$	(1,421,537	)	$	1,448,861

Six Months Ended July 31, 2019
Common Stock
Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity
Balance as of January 31, 2019 268,818,627
$ 13
$ 2,711,340
$ (42 ) $ (1,149,242 ) $ 1,562,069
Shares issued under employee stock plans 1,931,218
1
4,887
—
—
4,888
Vested restricted stock units converted into shares 10,180,389
—
—
—
—
—
Shares issued under employee stock purchase plan and other 734,637
—
3,590
—
—
3,590
Stock-based compensation expense —
—
110,604
—
—
110,604
Shares withheld related to net settlement of restricted stock units (2,070,150 ) —
(15,654 ) —
—
(15,654 )
Unrealized gain on investments —
—
—
802
—
802
Foreign currency translation adjustment —
—
—
(630 ) —
(630 )
Net loss —
—
—
—
(190,173 ) (190,173 )
Balance as of July 31, 2019 279,594,721
$ 14
$ 2,814,767
$ 130
$ (1,339,415 ) $ 1,475,496

~~See accompanying notes to condensed consolidated financial statements.~~

~~Table of Contents~~

~~CLOUDERA, INC.~~

~~Condensed Consolidated Statements of Stockholders' Equity~~

~~(in thousands, except share data)~~

~~(unaudited)~~


	Six Months Ended July 31, 2018																Nine Months Ended October 31, 2018
	Common Stock																Common Stock				Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
	Shares		Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit (As Adjusted)*			Total Stockholders’ Equity (As Adjusted)*			Shares		Amount		Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)			Accumulated Deficit			Total Stockholders’ Equity
Balance as of January 31, 2018	145,327,001		$	7	$	1,385,592		$	(832	)	$	(956,593	)	$	428,174		145,327,001		$	7	$	1,385,592		$	(832	)	$	(956,593	)	$	428,174
Shares issued under employee stock plans	1,467,007		—		5,231			—			—			5,231			2,269,841		—		9,312			—			—			9,312
Vested restricted stock units converted into shares	3,998,750		1		—			—			—			1			5,862,431		1		—			—			—			1
Shares issued under employee stock purchase plan	472,513		—		6,217			—			—			6,217			472,513		—		6,217			—			—			6,217
Stock-based compensation expense	—		—		45,841			—			—			45,841			—		—		67,731			—			—			67,731
Shares withheld related to net settlement of restricted stock units	(267,769	)	—		(4,388		)	—			—			(4,388		)	(488,200	)	—		(8,482		)	—			—			(8,482		)
Unrealized gain on investments	—		—		—			160			—			160			—		—		—			208			—			208
Foreign currency translation adjustment	—		—		—			(349		)	—			(349		)	—		—		—			(449		)	—			(449		)
Net loss	—		—		—			—			(81,271		)	(81,271		)
Balance as of July 31, 2018	150,997,502		$	8	$	1,438,493		$	(1,021	)	$	(1,037,864	)	$	399,616
Net loss (As Adjusted)*																	—		—		—			—			(107,128		)	(107,128		)
Balance as of October 31, 2018																	153,443,586		$	8	$	1,460,370		$	(1,073	)	$	(1,063,721	)	$	395,584

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.

See accompanying notes to condensed consolidated financial statements.

Table of Contents

CLOUDERA, INC.

Notes to Condensed Consolidated Financial Statements

(~~Unaudited~~unaudited)

1. Organization and Description of Business

Cloudera, Inc. was incorporated in the state of Delaware on June 27, 2008 and is headquartered in Palo Alto, California. We sell subscriptions and services for an integrated suite of data analytics and management products from the Edge to artificial intelligence. Our offerings are based predominantly on open source software, utilizing data stored natively in public cloud object stores as well as in various open source data stores.

Unless the context requires otherwise, the words “we,” “us,” “our,” the “Company” and “Cloudera” refer to Cloudera, Inc. and its subsidiaries taken as a whole.

In January 2019, we completed our merger with Hortonworks, Inc. (Hortonworks), a publicly-held company headquartered in Santa Clara, California, and a provider of enterprise-grade, global data management platforms, services and solutions. We have included the financial results of Hortonworks in our condensed consolidated financial statements from the date of acquisition.

During the year ended January 31, 2019, we adopted Accounting Standards Update (ASU) No.2014-09, Revenue from Contracts with Customers (Topic 606). The condensed consolidated financial data for the three and ~~six~~nine months ended ~~July~~October 31, 2019 and 2018 and as of ~~July~~October 31, 2019 and January 31, 2019 reflects the impact of the full retrospective adoption of this standard, including previously reported amounts, which are labeled “as adjusted.” See Note 2 for additional details.

As of ~~July~~October 31, 2019 and January 31, 2019, we had an accumulated deficit of ~~$1.3~~$1.4 billion and $1.1 billion, respectively. We have funded our operations primarily with the net proceeds we received in May 2017 through the sale of our common stock in our initial public offering (IPO), private sales of equity securities, proceeds from the sale of our subscriptions and services and cash generated from operations. Management believes that currently available resources will be sufficient to fund our cash requirements for at least the next twelve months.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in the United States and the applicable rules and regulations of the Securities and Exchange Commission (SEC) regarding interim financial reporting. The condensed consolidated financial statements include the results of Cloudera, Inc. and its wholly owned subsidiaries, which are located in various countries, including the United States, Australia, China, India, Germany, Ireland, The Netherlands, Singapore, Hungary and the United Kingdom. All intercompany balances and transactions have been eliminated upon consolidation. The consolidated balance sheet as of January 31, 2019 has been derived from the audited consolidated financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statements. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The information contained herein reflects all adjustments necessary for a fair presentation of our results of operations, financial position and cash flows. All such adjustments are of a normal, recurring nature. The results of operations for the three and ~~six~~nine months ended ~~July~~October 31, 2019 are not necessarily indicative of results to be expected for the full year ending January 31, 2020 or for any other interim period or for any other future year.

The unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements in our Annual Report on Form 10-K for the year ended January 31, 2019, filed with the SEC on March 29, 2019.

Fiscal Year

Our fiscal year ends on January 31. References to fiscal 2020, for example, refer to the fiscal year ending January 31, 2020.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates include, but are not limited to, the useful lives of property and equipment and intangible assets, allowance for doubtful accounts, stock‑based compensation expense, bonus attainment, self‑insurance costs incurred, the fair value and useful lives of tangible and intangible assets acquired and liabilities assumed resulting from business combinations, the evaluation for impairment of intangible assets and goodwill, the fair value of our common stock prior to our IPO, estimated period of benefit for deferred contract costs, estimates related to our revenue recognition, such as the assessment of elements in a multi‑element arrangement and the fair value assigned to each element, contingencies, and the incremental borrowing rate used in discounting of our lease liabilities. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using historical experience and other factors; however, actual results could differ significantly from these estimates.

Segments

We operate as 2 operating segments – subscription and services. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is our Interim Chief Executive Officer, in deciding how to allocate resources and assess performance.

In January 2019, we completed our merger with Hortonworks. The combined company operates under the Cloudera name. We have integrated Hortonworks into our ongoing business operations and our chief operating decision maker evaluates our financial information and resources and assesses the performance of these resources on a consolidated basis. Our results of operations for the three and ~~six~~nine months ended ~~July~~October 31, 2019 reflect the results of operations of the combined entity.

Cash, Cash Equivalents and Restricted Cash

Cash equivalents consist of short‑term, highly liquid investments with original maturities of three months or less from the date of purchase. Restricted cash represents cash on deposit with financial institutions in support of letters of credit outstanding in favor of certain landlords for office space.

Cash as reported on the condensed consolidated statements of cash flows includes the aggregate amounts of cash and cash equivalents and the restricted cash as shown on the condensed consolidated balance sheets. Cash as reported on the condensed consolidated statements of cash flows consists of the following (in thousands):


	As of July 31,				As of October 31,
	2019		2018		2019		2018
Cash and cash equivalents	$	88,075	$	52,970	$	113,203	$	64,632
Restricted cash	3,352		18,024		3,352		3,352
Cash, cash equivalents and restricted cash	$	91,427	$	70,994	$	116,555	$	67,984

~~The restricted cash balance as of July 31, 2019 decreased to $3.4 million from $18.0 million as of July 31, 2018 as a result of the removal of restrictions on letter of credit funds.~~

Concentration of Credit Risk and Significant Customers

Financial instruments that subject us to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities, restricted cash and accounts receivable. Our cash is deposited with high credit quality financial institutions. At times, such deposits may be in excess of the Federal Depository Insurance Corporation insured limits. We have not experienced any losses on these deposits.

Our trade receivables are recorded at the invoice amount, net of an allowance for doubtful accounts, which is not material. The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the receivable portfolio determined on the basis of the age of the receivable balance, historical experience, credit quality

of the customer and current economic conditions. Receivables are written-off and charged against the recorded allowance when we have exhausted collection efforts without success.

As of ~~July~~October 31, 2019 and January 31, 2019, no single customer represented more than 10% of accounts receivable. For each of the three and ~~six~~nine months ended ~~July~~October 31, 2019 and 2018, no single customer accounted for 10% or more of revenue.

Recently Adopted Accounting Standards

In June 2018, the Financial Accounting Standards Board (FASB) issued ASU 2018-07, Compensation-Stock Compensation Improvements to Nonemployee Share-Based Payment Accounting (Topic 718), which substantially aligns accounting for share-based payments to employees and non-employees. Under the standard, equity-classified share-based payment awards issued to nonemployees will be measured on the grant date, instead of the current requirement to remeasure the awards through the performance completion date. We adopted ASU 2018-07 as of February 1, 2019 and the standard did not have a material impact on our condensed consolidated financial statements for the three and ~~six~~nine months ended ~~July~~October 31, 2019.

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, which provides entities the option to reclassify tax effects stranded in other comprehensive income as a result of the 2017 Tax Cuts and Jobs Act (the Tax Act) to retained earnings. We adopted ASU 2018-02 as of February 1, 2019. We do not have tax effects stranded or otherwise in other comprehensive income, as such the standard did not have an impact on our condensed consolidated financial statements for the three and ~~six~~nine months ended ~~July~~October 31, 2019.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), as amended, which requires lessees to recognize lease liabilities and corresponding right-of-use (ROU) assets on the balance sheet and to provide enhanced disclosures surrounding the amount, timing and uncertainty of cash flows arising from leasing arrangements. We adopted the new standard on February 1, 2019 using the modified retrospective transition approach by applying the standard to all leases existing at the date of initial application and not restating comparative periods. Under this transition method, the application date of the new standard begins in the reporting period in which we have adopted the standard. We have elected the package of practical expedients permitted under the transition guidance, which allowed us not to reassess (1) whether any expired or existing contracts are or contain leases, (2) lease classification for any expired or existing leases and (3) the accounting for any initial direct costs for any expired or existing leases. We have also elected the short-term lease exception and will not recognize ROU assets or lease liabilities for qualifying leases (leases with a term of less than 12 months from lease commencement). See Note 8 for further information on the implementation of the standard.

In May 2014, the FASB issued ASU No. 2014‑09, Revenue from Contracts with Customers (Topic 606), which amended the existing FASB Accounting Standards Codification. Topic 606 establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services and also provides guidance on the recognition of costs related to obtaining and fulfilling customer contracts. Topic 606 also includes Subtopic 340-40, Other Assets and Deferred Costs; Contracts with Customers, which requires the deferral of incremental costs of obtaining a contract with a customer. Collectively, we refer to Topic 606 and Subtopic 340-40 as the “new revenue standard.” We adopted the new revenue standard utilizing the full retrospective method effective January 31, 2019.

The tables below summarize the impacts of the full retrospective adoption of the new revenue standard. Our financial reporting under the new revenue standard is included in the columns labeled “As Adjusted” in the tables below.

Select line items from the condensed consolidated statement of operations for the three and ~~six~~nine months ended ~~July~~October 31, 2018 reflecting the adoption of the new revenue standard are as follows (in thousands, except per share data):


	Three Months Ended July 31, 2018									Six Months Ended July 31, 2018									Three Months Ended October 31, 2018									Nine Months Ended October 31, 2018
	As Previously Reported			Adjustments			As Adjusted			As Previously Reported			Adjustments			As Adjusted			As Previously Reported			Adjustments			As Adjusted			As Previously Reported			Adjustments			As Adjusted
Revenue:
Subscription	$	93,123		$	2,675		$	95,798		$	179,022		$	3,539		$	182,561		$	99,698		$	1,059		$	100,757		$	278,720		$	4,598		$	283,318
Services	17,215			(34		)	17,181			34,023			(146		)	33,877			18,485			(254		)	18,231			52,508			(400		)	52,108
Operating expenses:
Sales and marketing	55,166			(1,785		)	53,381			114,943			248			115,191			54,927			128			55,055			169,870			376			170,246
Net loss	(33,375		)	4,426			(28,949		)	(84,416		)	3,145			(81,271		)	(26,534		)	677			(25,857		)	(110,950		)	3,822			(107,128		)
Net loss per share of common stock, basic and diluted	$	(0.22	)	$	0.03		$	(0.19	)	$	(0.57	)	$	0.02		$	(0.55	)	$	(0.17	)	$	—		$	(0.17	)	$	(0.74	)	$	0.02		$	(0.72	)

Select line items from the condensed consolidated statements of cash flows for the ~~six~~nine months ended ~~July~~October 31, 2018 reflecting the adoption of the new revenue standard are as follows (in thousands):


	Six Months Ended July 31, 2018									Nine months ended October 31, 2018
	As Previously Reported			Adjustments			As Adjusted			As Previously Reported			Adjustments			As Adjusted
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(84,416	)	$	3,145		$	(81,271	)	$	(110,950	)	$	3,822		$	(107,128	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of deferred costs	—			13,803			13,803			—			21,794			21,794
Changes in assets and liabilities:
Accounts receivable, net	34,366			(178		)	34,188			38,310			(149		)	38,161
Contract assets	—			2,850			2,850			—			2,821			2,821
Deferred costs	—			(13,554		)	(13,554		)	—			(21,419		)	(21,419		)
Accrued expenses and other liabilities	3,999			(386		)	3,613			4,102			108			4,210
Other contract liabilities	—			385			385			—			(108		)	(108		)
Deferred revenue	(7,276		)	(6,065		)	(13,341		)	(14,118		)	(6,869		)	(20,987		)
Net cash provided by operating activities	810			—			810
Net cash used in operating activities										(5,974		)	—			(5,974		)

See Note 3 and Note 8 to our condensed consolidated financial statements for additional information on the new revenue standard and the adoption of Topic 842.

Recently Issued Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which requires an entity to utilize a new impairment model known as the ~~measurement and recognition of~~current expected credit loss model in place of the currently used incurred loss method. Under this update, on initial recognition and at each reporting period, an entity will be required to recognize an allowance that reflects the entity’s current estimate of credit losses expected to be incurred over the life of the financial instrument. For trade receivables, loans, and other financial instruments, an entity will be required to use a forward-looking expected loss model to recognize credit losses that are probable. It also eliminates the concept of other-than-temporary impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for ~~financial assets held at~~credit losses rather than as a reduction in the amortized cost ~~which includes our accounts receivables, certain financial instruments~~basis of the securities. In April 2019, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and ~~contract assets. The standard replaces~~Hedging, and Topic 825, Financial Instruments, to eliminate inconsistencies and provide clarifications to the ~~existing incurred loss impairment model with an~~

~~expected loss methodology, which will result in more timely recognition~~transition requirements of ~~credit losses.~~ ASU No. 2016-13. The standard is effective for annual reporting

periods and interim periods within those years, beginning after December 15, 2019, and requires a cumulative effect adjustment to the balance sheet as of the beginning of the first reporting period in which the guidance is effective. We plan to adopt this standard on February 1, 2020. We are currently in the process of evaluating the impact ASU 2016-13 will have on our consolidated financial statements.The effect on our condensed consolidated financial statements will largely depend on the composition and credit quality of our investment portfolio and trade receivables as well as the economic conditions at the time of adoption.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, which eliminates step two from the goodwill impairment test. Under this standard, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. The standard is effective for annual reporting periods and interim periods within those years, beginning after December 15, 2019. We are currently in the process of evaluating the impact ASU 2017-04 will have on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, which amends ASC 820, Fair Value Measurement. ASU 2018-13 modifies the disclosure requirements for fair value measurements by removing, modifying, or adding certain disclosures. The standard is effective for annual reporting periods and interim periods within those years, beginning after December 15, 2019. We do not anticipate that ASU 2018-13 will have a material impact on our consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force), which aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license. The standard is effective for annual reporting periods and interim periods within those years, beginning after December 15, 2019, with early adoption permitted. We do not anticipate that ASU 2018-15 will have a material impact on our consolidated financial statements.

Changes in Accounting Policies

Leases

As a result of the adoption of Topic 842, we have also made changes to our accounting policies with respect to leases. At the inception of a contract, we determine whether the contract is or contains a lease. All leases with a term greater than one year are recognized on the balance sheet as ROU assets and lease liabilities. We have elected the short-term leases practical expedient which allows any leases with a term of 12 months or less to be considered short-term and thus will not have a lease liability or ROU asset recognized on the balance sheet.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate incurred to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. The operating lease ROU asset also includes any lease payments made and excludes lease incentives and initial direct costs incurred. Our lease terms may include options to extend or terminate the lease, which we do not include in our minimum lease terms unless the options are reasonably certain to be exercised. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

We have lease agreements with lease and non-lease components which we have elected to account for as a single lease component. On the lease commencement date, we establish assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are depreciated over the lease term to operating expense.

Additionally, we have entered into subleases for unoccupied leased office space. Any impairments to the ROU asset, leasehold improvements or other assets as a result of a sublease are recognized as an operating expense in the period the sublease is executed. Any sublease payments received in excess of the straight-line rent payments for the sublease are recorded as an offset to operating expenses and recognized over the sublease life.

3. Revenue from Contracts with Customers

The following table reflects our contract liabilities balances (in thousands):


	July 31, 2019		January 31, 2019		October 31, 2019		January 31, 2019
Deferred revenue, current	$	366,980	$	390,965	$	364,442	$	390,965
Other contract liabilities, current	7,935		17,177		7,732		17,177
Deferred revenue, non-current	87,952		116,604		80,729		116,604
Other contract liabilities, non-current	1,053		1,296		931		1,296
Total contract liabilities	$	463,920	$	526,042	$	453,834	$	526,042

Significant changes in the contract assets and the contract liabilities balances during the periods are as follows (in thousands):


	Contract Assets			Contract Liabilities			Contract Assets			Contract Liabilities
January 31, 2019	$	4,824		$	526,042		$	4,824		$	526,042
Amount transferred to receivables from contract assets	(4,041		)	—			(4,041		)	—
Contract assets additions	4,572			—
Additions to contract assets							4,572			—
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period	—			(143,778		)	—			(143,778		)
Increases due to invoicing prior to satisfaction of performance obligations	—			104,075			—			104,075
April 30, 2019	5,355			486,339			5,355			486,339
Amount transferred to receivables from contract assets	(4,091		)	—			(4,091		)	—
Contract assets additions	4,305			—
Additions to contract assets							4,305			—
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period	—			(144,776		)	—			(144,776		)
Increases due to invoicing prior to satisfaction of performance obligations	—			122,357			—			122,357
July 31, 2019	$	5,569		$	463,920		5,569			463,920
Amount transferred to receivables from contract assets							(3,232		)	—
Additions to contract assets							3,185			—
Performance obligations satisfied during the period that were included in the contract liability balance at the beginning of the period							—			(147,270		)
Increases due to invoicing prior to satisfaction of performance obligations							—			137,184
October 31, 2019							$	5,522		$	453,834

Remaining Performance Obligations

The transaction price allocated to remaining performance obligations represents contracted revenue that has been billed but not recognized, and unbilled non-cancelable amounts that will be recognized as revenue in future periods. Transaction price allocated to the remaining performance obligation is influenced by several factors, including seasonality, the timing of renewals and average contract terms.

During the three and ~~six~~nine months ended ~~July~~October 31, 2019, net revenue recognized from our remaining performance obligations satisfied in previous periods was not material.

As of ~~July~~October 31, 2019, approximately $~~707.1~~685.7 million of revenue is expected to be recognized from remaining performance obligations in the amount of approximately $~~488.9~~481.4 million over the next 12 months and approximately $~~218.2~~204.3 million thereafter.

We have adjusted previously disclosed amounts to consistently apply policies to determine revenue expected to be recognized from remaining performance obligations. We have determined these adjustments are not material to previously reported financial statement disclosures (in millions):

April 30,
2019 January 31,
2019
As previously reported, remaining performance obligations $ 719.8
$ 803.6
Adjustment 17.5
(8.8 )
As adjusted, remaining performance obligations $ 737.3
$ 794.8

4. Business Combination

On January 3, 2019, we acquired all outstanding stock of Hortonworks, a provider of enterprise-grade, global data management platforms, services and solutions for approximately $1.2 billion in consideration consisting of common stock and equity awards assumed. We have included the financial results of Hortonworks in our consolidated financial statements from the date of merger. The transaction costs associated with the merger were approximately $22.8 million, which were included in general and administrative expense in our consolidated statement of operations for the year ended January 31, 2019. The merger-date fair value of the consideration transferred for Hortonworks was approximately $1.2 billion, which consisted of the following (in thousands except for share data):



	Fair Value
Common stock (111,304,700 shares)	$	1,154,230
Fair value of share-based compensation awards assumed	48,197
Total	$	1,202,427

The $1.2 billion fair value consideration transferred was determined based on $10.37 per share, the closing price of our stock on the closing date of the merger with Hortonworks (the Closing Date), for all shares of Hortonworks common stock outstanding immediately prior to the Closing Date. The fair value of the post share conversion of 4.1 million stock options, 0.9 million of performance restricted stock units and 9.0 million restricted stock units assumed was determined using the Black-Scholes option pricing model for stock option awards and observable market price of our common stock for valuation of performance and restricted stock units. The share conversion ratio of 1.305 was applied to convert Hortonworks’ outstanding equity awards for Hortonworks’ common stock into equity awards for shares of our common stock. The total fair value of the stock-based awards is $63.5 million, which will be recognized as stock-based compensation expense over a weighted-average period of 1.5 ~~years.~~years from the date of acquisition. Additionally, we recognized $13.1 million of additional stock-based compensation expense during the year ended January 31, 2019 due to the acceleration and modification of certain stock awards assumed as part of the merger with Hortonworks.

The following table summarizes the fair values of assets acquired and liabilities assumed as of the Closing Date (in thousands):



	Fair Value
Cash and cash equivalents	$	40,886
Marketable securities, current	8,103
Accounts receivable, net	165,958
Prepaid expenses and other assets	23,512
Property and equipment, net	8,091
Intangible assets	682,600
Accounts payable	(2,888		)
Accrued compensation	(31,007		)
Other accrued liabilities and long-term liabilities	(12,163		)
Deferred revenue	(233,500		)
Total net assets acquired and liabilities assumed	$	649,592

The fair values of assets acquired and liabilities assumed, including current and noncurrent income taxes payable and deferred taxes, are preliminary and may be subject to change as additional information is received and certain tax returns are finalized. We ~~expect to~~will finalize the valuation ~~as soon as practicable, but no later than one year from~~in the ~~Closing Date.~~

fourth quarter of this fiscal year.

The $552.8 million excess of purchase consideration over the fair value of total net assets acquired and liabilities assumed was recorded as goodwill. Goodwill of $525.2 million and $27.6 million has been allocated to our subscription and services segments, respectively, based on the forecasted post-merger financial results of the subscription and services segments.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the Closing Date:


	Fair Value		Estimated Remaining Useful Life	Fair Value		Estimated Remaining Useful Life
	(in thousands)		(in years)	(in thousands)		(in years)
Unbilled contracts	$	18,300	2	$	18,300	2
Customer relationships	661,600		10	661,600		10
Trade names	2,700		1	2,700		1
Total identified intangible assets	$	682,600
Total identifiable intangible assets				$	682,600

Unbilled contracts represent the fair value of Hortonworks’ customer contracts that have yet to be billed at the Closing Date. Customer relationships represent the fair value of the underlying relationships with Hortonworks’ customers. Trade names represent Hortonworks’ trademarks, which consumers associate with the source and quality of Hortonworks’ products and services. The estimated fair values of the identifiable intangible assets acquired were determined based on a combination of the income and market approaches to measure the fair value of unbilled contracts, customer relationships and trade names. The fair value of unbilled contracts and customer relationships was measured based on the income approach, specifically the multi-period excess earnings method. The fair value of the trade names was determined using the relief-from-royalty method. The estimated remaining useful life of the customer relationships intangible asset is approximately 10 years, which approximates the mean and median of a benchmarking dataset from similar mergers or acquisitions over the last 7 years, focusing on transactions where customer relationships is the primary asset of the transaction. The estimated remaining useful life of unbilled contracts is based on the period over which the support and services are expected to be rendered and the estimated remaining useful life of trade names is based on our expected time frame to phase out the Hortonworks trade names.

The goodwill balance of $552.8 million is attributable to the expansion of our product offerings and expected synergies of the combined workforce, products and technologies with Hortonworks. The goodwill balance is not deductible for U.S. income tax purposes.

5. Cash Equivalents and Marketable Securities

The following are the fair values of our cash equivalents and marketable securities as of ~~July~~October 31, 2019 (in thousands):


	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value		Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash equivalents:
Money market funds	$	21,695	$	—	$	—		$	21,695	$	36,930	$	—	$	—		$	36,930
Commercial paper	3,998		—		—			3,998
Municipal securities	2,000		—		—			2,000
Marketable securities:
Asset-backed securities	71,579		129		(5		)	71,703		70,417		165		(3		)	70,579
Corporate notes and obligations	195,752		616		(39		)	196,329		196,716		935		(1		)	197,650
Commercial paper	72,163		20		(1		)	72,182		57,493		12		—			57,505
Municipal securities	2,999		—		—			2,999		4,999		—		—			4,999
Certificates of deposit	27,044		44		—			27,088		17,894		29		—			17,923
U.S. treasury securities	46,836		40		(2		)	46,874		36,981		40		—			37,021
Total cash equivalents and marketable securities	$	444,066	$	849	$	(47	)	$	444,868	$	421,430	$	1,181	$	(4	)	$	422,607

The following are the fair values of our cash equivalents and marketable securities as of January 31, 2019 (in thousands):



	Amortized Cost		Unrealized Gains		Unrealized Losses			Estimated Fair Value
Cash equivalents:
Money market funds	$	29,966	$	—	$	—		$	29,966
Commercial paper	9,157		1		—			9,158
Certificates of deposit	3,999		1		—			4,000
Reverse repurchase agreements	5,000		—		—			5,000
Marketable securities:
Asset-backed securities	63,626		16		(57		)	63,585
Corporate notes and obligations	140,710		136		(111		)	140,735
Commercial paper	101,712		9		(1		)	101,720
Certificates of deposit	46,551		21		(1		)	46,571
U.S. treasury securities	21,949		—		(14		)	21,935
Foreign government obligations	4,000		—		—			4,000
Total cash equivalents and marketable securities	$	426,670	$	184	$	(184	)	$	426,670

The contractual maturities of investments in available-for-sale securities were as follows (in thousands):


	July 31, 2019				January 31, 2019				October 31, 2019				January 31, 2019
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
Due within one year	$	378,539	$	378,971	$	380,461	$	380,335	$	331,696	$	332,293	$	380,461	$	380,335
Due after one year through five years	65,527		65,897		46,209		46,335		89,734		90,314		46,209		46,335
Total investments in marketable securities	$	444,066	$	444,868	$	426,670	$	426,670	$	421,430	$	422,607	$	426,670	$	426,670

The unrealized loss for each of these fixed rate marketable securities was not material as of ~~July~~October 31, 2019 and January 31, 2019. We do not believe any of the unrealized losses represent an other‑than‑temporary impairment based on our evaluation of available evidence as of ~~July~~October 31, 2019 and January 31, 2019. We expect to receive the full principal and interest on all of these marketable securities and have the ability and intent to hold these investments until a recovery of fair value.

Realized gains on our cash equivalents and marketable securities are included in other income (expense), net on the condensed consolidated statement of operations and were not material for the three and ~~six~~nine months ended ~~July~~October 31, 2019 and 2018.

Reclassification adjustments out of accumulated other comprehensive loss into net loss were not material for the three and ~~six~~nine months ended ~~July~~October 31, 2019 and 2018.

6. Fair Value Measurement

Our financial assets and liabilities consist principally of cash and cash equivalents, marketable securities, restricted cash, accounts receivable and accounts payable. We measure and record certain financial assets and liabilities at fair value on a recurring basis. The estimated fair value of accounts receivable and accounts payable approximates their carrying value due to their short‑term nature. Cash equivalents, marketable securities and restricted cash are recorded at estimated fair value.

All of our cash equivalents and marketable securities are classified within Level 1 or Level 2 because the cash equivalents and marketable securities are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs.

We follow a three‑level valuation hierarchy for disclosure of fair value measurements as follows:


Level 1	Inputs are unadjusted quoted prices in active markets for identical assets or liabilities at the measurement date.


Level 2	Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.


Level 3	Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The following table represents our financial assets according to the fair value hierarchy, measured at fair value as of ~~July~~October 31, 2019 (in thousands):


	Level 1		Level 2		Total		Level 1		Level 2		Total
Cash equivalents:
Money market funds	$	21,695	$	—	$	21,695	$	36,930	$	—	$	36,930
Commercial paper	—		3,998		3,998
Municipal securities	—		2,000		2,000
Marketable securities:
Asset-backed securities	—		71,703		71,703		—		70,579		70,579
Corporate notes and obligations	—		196,329		196,329		—		197,650		197,650
Commercial paper	—		72,182		72,182		—		57,505		57,505
Municipal securities	—		2,999		2,999		—		4,999		4,999
Certificates of deposit	—		27,088		27,088		—		17,923		17,923
U.S. treasury securities	14,965		31,909		46,874		—		37,021		37,021
Total financial assets	$	36,660	$	408,208	$	444,868	$	36,930	$	385,677	$	422,607

The following table represents our financial assets according to the fair value hierarchy, measured at fair value as of January 31, 2019 (in thousands):



	Level 1		Level 2		Total
Cash equivalents:
Money market funds	$	29,966	$	—	$	29,966
Commercial paper	—		9,158		9,158
Certificates of deposits	—		4,000		4,000
Reverse repurchase agreements	—		5,000		5,000
Marketable securities:
Asset-backed securities	—		63,585		63,585
Corporate notes and obligations	—		140,735		140,735
Commercial paper	—		101,720		101,720
Certificates of deposit	—		46,571		46,571
U.S. treasury securities	14,950		6,985		21,935
Foreign government obligations	—		4,000		4,000
Total financial assets	$	44,916	$	381,754	$	426,670

Level 1 Level 2 Total
Cash equivalents:
Money market funds $ 29,966
$ —
$ 29,966
Commercial paper —
9,158
9,158
Certificates of deposits —
4,000
4,000
Reverse repurchase agreements —
5,000
5,000
Marketable securities:
Asset-backed securities —
63,585
63,585
Corporate notes and obligations —
140,735
140,735
Commercial paper —
101,720
101,720
Certificates of deposit —
46,571
46,571
U.S. treasury securities 14,950
6,985
21,935
Foreign government obligations —
4,000
4,000
Total financial assets $ 44,916
$ 381,754
$ 426,670

We value our Level 1 assets using quoted prices in active markets for identical instruments. We value our Level 2 assets with the help of a third‑party pricing service using quoted market prices for similar instruments, non-binding market prices that are corroborated by observable market data, or pricing models such as discounted cash flow techniques. We use such pricing data as the primary input, to which we have not made any material adjustments during the periods presented, to make our determination and assessments as to the ultimate valuation of these assets.

During the ~~six~~nine months ended ~~July~~October 31, 2019 and the year ended January 31, 2019, there were no transfers between Level 1 or Level 2 investments.

7. Balance Sheet Components

Property and Equipment, Net

The cost and accumulated depreciation and amortization of property and equipment are as follows (in thousands):


	As of						As of
	July 31, 2019			January 31, 2019			October 31, 2019			January 31, 2019
Computer equipment and software	$	21,072		$	18,259		$	22,552		$	18,259
Office furniture and equipment	11,887			11,907			12,693			11,907
Leasehold improvements	25,682			24,316			24,738			24,316
Property and equipment, gross	58,641			54,482			59,983			54,482
Less: accumulated depreciation and amortization	(32,580		)	(26,863		)	(35,459		)	(26,863		)
Property and equipment, net	$	26,061		$	27,619		$	24,524		$	27,619

Depreciation expense was $2.9 million and ~~$2.1~~$2.0 million for the three months ended ~~July~~October 31, 2019 and 2018, respectively, and ~~$6.1~~$9.0 million and ~~$3.8~~$5.8 million for the ~~six~~nine months ended ~~July~~October 31, 2019 and 2018, respectively.

Intangible Assets

Intangible assets consisted of the following as of ~~July~~October 31, 2019 (dollars in thousands):


	Gross Fair Value		Accumulated Amortization			Net Book Value		Weighted Average Remaining Useful Life (in years)	Gross Fair Value		Accumulated Amortization			Net Book Value		Weighted Average Remaining Useful Life (in years)
Developed technology	$	11,986	$	(10,280	)	$	1,706	1.8	$	17,570	$	(10,754	)	$	6,816	0.3
Customer relationships and other acquired intangible assets	671,097		(46,536		)	624,561		9.4	671,447		(63,801		)	607,646		9.2
Unbilled contracts	18,300		(5,338		)	12,962		1.4	18,300		(7,625		)	10,675		1.2
Total	$	701,383	$	(62,154	)	$	639,229	9.2	$	707,317	$	(82,180	)	$	625,137	8.9

Intangible assets consisted of the following as of January 31, 2019 (dollars in thousands):



	Gross Fair Value		Accumulated Amortization			Net Book Value		Weighted Average Remaining Useful Life (in years)
Developed technology	$	11,986	$	(9,258	)	$	2,728	1.9
Customer relationships and other acquired intangible assets	671,097		(12,036		)	659,061		9.9
Unbilled contracts	18,300		(763		)	17,537		1.9
Total	$	701,383	$	(22,057	)	$	679,326	9.6

Amortization expense for intangible assets was ~~$19.9~~$20.0 million and ~~$0.6~~$0.7 million for the three months ended ~~July~~October 31, 2019 and 2018, respectively, and ~~$40.1~~$60.1 million and ~~$1.3~~$2.0 million for ~~six~~nine months ended ~~July~~October 31, 2019 and 2018, respectively.

The expected future amortization expense of these intangible assets as of ~~July~~October 31, 2019 is as follows (in thousands):


Remaining six months of fiscal 2020	$	39,426
Remaining three months of fiscal 2020			$	19,902
fiscal 2021	75,491		76,696
fiscal 2022	66,624		67,828
fiscal 2023	66,241		67,445
fiscal 2024	66,160		67,328
fiscal 2025 and thereafter	325,287		325,938
Total amortization expense	$	639,229	$	625,137

Accrued Compensation

Accrued compensation consists of the following (in thousands):


	As of				As of
	July 31, 2019		January 31, 2019		October 31, 2019		January 31, 2019
Accrued salaries, benefits and commissions	$	21,918	$	20,563	$	17,849	$	20,563
Accrued bonuses	12,409		14,832		17,484		14,832
Accrued compensation-related taxes	9,899		11,797		13,053		11,797
Employee stock purchase plan withholdings	2,652		1,902		7,200		1,902
Other	3,271		4,496		2,966		4,496
Total accrued compensation	$	50,149	$	53,590	$	58,552	$	53,590

Other Accrued Liabilities

Other accrued liabilities consist of the following (in thousands):


	As of				As of
	July 31, 2019		January 31, 2019		October 31, 2019		January 31, 2019
Accrued professional costs	$	8,073	$	6,500	$	8,816	$	6,500
Accrued taxes	4,043		3,731		4,627		3,731
Accrued travel	3,410		2,751		2,288		2,751
Other	14,773		11,566		9,850		11,566
Total other accrued liabilities	$	30,299	$	24,548	$	25,581	$	24,548

Other includes amounts owed to third‑party vendors that provide marketing, corporate event planning, cloud‑computing services, self-insurance costs and customer ~~overpayment.~~deposits.

8. Leases

We have entered into various non-cancelable operating lease agreements for our facilities. Our leases have various expiration dates through September 2031. Many leases include one or more options to renew. We do not assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement.

As described within Note 2, we adopted ASU 2016-02, Leases, as of February 1, 2019, which requires, among other changes, operating leases with terms exceeding twelve months to be recognized as ROU assets and lease liabilities on the condensed consolidated balance sheets.

Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. The lease term is determined to be the non-cancelable period including any lessee renewal options which are considered to be reasonably certain of exercise. The interest rate implicit in the lease contracts is typically not readily determinable. As such, we utilized the appropriate incremental borrowing rate based on information available at the commencement date, which is the rate incurred to borrow on a collateralized basis over a similar term in a similar economic environment.

Components of lease expense are summarized as follows (in thousands):


	Three Months Ended July 31, 2019			Six Months Ended July 31, 2019			Three Months Ended October 31, 2019			Nine Months Ended October 31, 2019
Operating lease cost	$	11,583		$	22,898		$	10,999		$	33,897
Short-term lease cost	628			1,199			600			1,799
Sublease income	(3,968		)	(7,923		)	(3,893		)	(11,816		)
Net lease cost	$	8,243		$	16,174		$	7,706		$	23,880

Lease term and discount rate information are summarized as follows:



	As of ~~July~~October 31, 2019
Weighted Average Remaining Lease Term (years)	~~7.2~~7.1
Weighted Average Discount Rate	6.0	%

Maturities of lease liabilities as of ~~July~~October 31, 2019 are as follows (in thousands):


	Minimum Lease Payments, Gross			Minimum Lease Payments, Gross
Remaining six months of fiscal 2020	$	12,195
Remaining three months of fiscal 2020				$	8,167
fiscal 2021	43,592			43,825
fiscal 2022	38,823			39,027
fiscal 2023	35,067			35,291
fiscal 2024	35,714			35,906
fiscal 2025 and thereafter	117,284			117,293
Total lease payments	$	282,675		$	279,509
Less imputed interest	(55,851		)	(52,818		)
Present value of lease liabilities	$	226,824		$	226,691

We expect to receive ~~$39.4~~$35.4 million of sublease rental proceeds in the next five years as of ~~July~~October 31, 2019.

~~As of July 31, 2019, we have an additional operating lease for office space, that has not yet commenced with total undiscounted lease payments of~~ ~~$0.9 million. This operating lease will commence in third quarter of fiscal 2020, with lease term of approximately~~ 4 ~~years.~~

9. Commitments and Contingencies

Letters of Credit

As of ~~July~~October 31, 2019 and January 31, 2019, we had a total of ~~$20.0~~$19.8 million and 20.0 million, respectively, in letters of credit outstanding in favor of certain landlords for office space. These letters of credit renew annually and expire at various dates through 2027.

Indemnification

From time to time, we enter into certain types of contracts that contingently require us to indemnify various parties against claims from third parties. These contracts primarily relate to (i) certain real estate leases under which we may be required to indemnify property owners for environmental and other liabilities and other claims arising from our use of the applicable premises, (ii) our bylaws, under which we must indemnify directors and executive officers, and may indemnify other officers and employees, for liabilities arising out of their relationship with us, (iii) contracts under which we must indemnify directors and certain officers for liabilities arising out of their relationship with us, (iv) contracts under which we may be required to indemnify customers or partners against certain claims, including claims from third parties asserting, among other things, infringement of their intellectual property rights, (v) engagement agreements and other contracts under which we may be required to indemnify financial and other professional advisors in connection with services provided to us, and (vi) procurement, consulting, or license agreements under which we may be required to indemnify vendors, consultants or licensors for certain claims, including claims that may be brought against them arising from our acts or omissions with respect to the supplied products, technology or services. From time to time, we may receive indemnification claims under these contracts in the normal course of business. In addition, under these contracts we may have to modify the accused infringing intellectual property and/or refund amounts received.

In the event that one or more of these matters were to result in a claim against us, an adverse outcome, including a judgment or settlement, may cause a material adverse effect on our future business, operating results or financial condition. It is not possible to determine the maximum potential amount under these contracts due to the limited history of prior indemnification claims and the unique facts and circumstances involved in each particular agreement.

We maintain director and officer insurance, which may cover certain liabilities arising from our obligation to indemnify our directors and certain officers.

To date, we have not incurred any material costs, and have not accrued any liabilities in the consolidated financial statements, as a result of these provisions.

Contingencies

In the ordinary course of business, we are or may be involved in a variety of litigation matters, suits, investigations, and proceedings, including actions with respect to intellectual property claims, government investigations, labor and employment claims, breach of contract claims, tax and other matters. Regardless of the outcome, these litigation matters can have an adverse impact on us because of defense costs, diversion of management resources, harm to reputation and other factors. In addition, it is possible that an unfavorable resolution of one or more such litigation matters could, in the future, materially and adversely affect our financial position, results of operations and cash flows in a particular period or subject us to an injunction that could seriously harm our business.

We record a provision for contingent losses when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to our outstanding legal matters, our management believes that the amount or estimable range of possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, consolidated financial position, results of operations or cash flows. However, the outcome of litigation is inherently uncertain. Therefore, if one or more of these legal matters were resolved against us for amounts in excess of our management’s expectations, our results of operations and financial condition including in a particular reporting period, could be materially adversely affected.

10. Stockholder’s Equity

We maintain 2 stock-based compensation plans: the 2017 Equity Incentive Plan (2017 Plan) and the 2008 Equity Incentive Plan (2008 Plan), collectively referred to as the Stock Plans. We do not expect to grant any additional awards under the 2008 Plan. Outstanding awards under the 2008 Plan continue to be subject to the terms and conditions of the 2008 Plan.

The number of shares reserved for issuance under our 2017 Plan increases automatically on the first day of February of each calendar year during the term of the 2017 Plan by a number of shares of common stock equal to the lesser of (i) 5% of the total outstanding shares of our common stock as of the immediately preceding January 31 or (ii) a number of shares determined by our board of directors. On February 1, 2019, 13,440,931 additional shares were authorized for issuance by the board of directors. As of ~~July~~October 31, 2019, there were ~~81,635,369~~73,741,909 shares of common stock reserved and available for future issuance under the Stock Plans.

Stock options granted generally have a maximum term of ten years from the grant date, are exercisable upon vesting unless otherwise designated for early exercise by the board of directors at the time of grant, and generally vest over a period of three to four years, with 25% vesting after one year and then ratably on a monthly basis for the remaining two to three years.

Stock Options

The following table summarizes stock option activity and related information under the Stock Plans:


	Options Outstanding							Options Outstanding
	Stock Options Outstanding		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)		Stock Options Outstanding		Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (in thousands)
Balance — January 31, 2019	19,117,696		$	5.83	4.3	$	154,431	19,117,696		$	5.83	4.3	$	154,431
Exercised	(1,931,218	)	2.53		—	—		(3,775,342	)	2.85		—	—
Canceled	(725,784	)	15.42		—	—		(839,974	)	15.42		—	—
Balance — July 31, 2019	16,460,694		5.80		2.4	34,155
Balance — October 31, 2019								14,502,380		6.05		2.3	55,442

The total intrinsic value of stock options exercised during the ~~six~~nine months ended ~~July~~October 31, 2019 and 2018 was ~~$11.0~~$21.2 million and ~~$16.9~~$26.3 million, respectively. The intrinsic value is the difference between the current fair market value of the stock for accounting purposes at the time of exercise and the exercise price of the stock option. As we have accumulated net operating losses, 0 future tax benefit related to stock option exercises has been recognized.

The unamortized stock‑based compensation expense for stock options of ~~$0.8~~$0.5 million as of ~~July~~October 31, 2019 will be recognized over the average remaining vesting period of ~~1.1 years.~~1.0 year.

Restricted Stock Units

We issue restricted stock units (RSUs) to employees and directors under the Stock Plans. For new employee grants, the RSUs generally meet the service‑based condition over a four-year period, with 25% met after one year and then ratably on a quarterly basis for the remaining three years. For continuing employee grants, the RSUs generally meet the service‑based condition pro‑rata quarterly over a period of three to four years.

The following table summarizes RSU activity and related information under the Stock Plans:


	Restricted Stock Units Outstanding				Restricted Stock Units Outstanding
	Number of Restricted Stock Units		Weighted-Average Grant Date Fair Value Per Share		Number of Restricted Stock Units		Weighted-Average Grant Date Fair Value Per Share
Balance — January 31, 2019	35,058,103		$	13.25	35,058,103		$	13.25
Granted	18,093,963		7.58		22,311,693		7.60
Canceled	(5,111,854	)	13.43		(7,481,304	)	12.84
Vested and converted to shares	(10,180,389	)	13.09		(16,558,127	)	11.86
Balance — July 31, 2019	37,859,823		10.73
Balance — October 31, 2019					33,330,365		10.45

The unamortized stock‑based compensation expense for RSUs of ~~$333.6~~$285.8 million as of ~~July~~October 31, 2019 will be recognized over the average remaining vesting period of 1.8 years.

Employee Stock Purchase Plan

In March 2017, we adopted our 2017 Employee Stock Purchase Plan (ESPP). The ESPP became effective on April 27, 2017, the effective date of our IPO. Each offering period consists of a six‑month purchase period (commencing each June 21 and December 21).

We initially reserved 3,000,000 shares of our common stock for issuance under our ESPP. The number of shares reserved for issuance under our ESPP increases automatically on February 1 of each of the first 10 calendar years following the first offering date by the number of shares equal to the lesser of (i) 1% of the total outstanding shares of our common stock as of the immediately preceding January 31 (rounded to the nearest whole share) or (ii) a number of shares of our common stock determined by our board of directors. ~~As of July 31, 2019, the total number shares available for grant under the ESPP was 4,666,446 shares.~~ On February 1, 2019, 2,688,186 additional shares were authorized for issuance by the board of directors. As of October 31, 2019, the total number shares available for grant under the ESPP was 4,666,446 shares.

As of ~~July~~October 31, 2019, ~~$2.7~~$7.2 million has been withheld on behalf of employees for a future purchase under the ESPP and is recorded in accrued compensation in our condensed consolidated balance sheets. See Note 7 for additional information.

11. Income Taxes

Our quarterly income taxes reflect an estimate of our corresponding year’s annual effective tax rate and include, when applicable, adjustments for discrete items. For the ~~six~~nine months ended ~~July~~October 31, 2019, our tax provision was ~~$4.1~~$6.5 million compared to ~~$2.1~~$3.6 million for the same period a year ago. The increased tax provision for the ~~six~~nine months ended ~~July~~October 31, 2019 primarily relates to the inclusion of legacy Hortonworks foreign income taxes on foreign earnings and withholding taxes on international sales.

12. Related Party Transactions

Certain members of our board of directors currently serve on the board of directors or as an executive officer of certain companies that are our customers. The aggregate revenue we recognized from these customers was ~~$5.5~~$2.0 million and ~~$4.1~~$4.3 million for the three months ended ~~July~~October 31, 2019 and 2018, respectively, and ~~$12.2~~$14.2 million and ~~$10.1~~$14.3 million for the ~~six~~nine months ended ~~July~~October 31, 2019 and 2018, respectively. There was ~~$5.8 million and~~ $2.5 million in accounts receivable due from these customers as of ~~July~~each of October 31, 2019 and January 31, 2019 respectively.

13. Segment Information

The results of the reportable segments are derived directly from our management reporting system and are based on our methods of internal reporting which are not necessarily in conformity with GAAP. Our management measures the performance of each segment based on several metrics, including contribution margin, as defined below. Our management does not use asset information to assess performance and make decisions regarding allocation of resources. Therefore, depreciation and amortization expense is not allocated among segments.

Contribution margin is used, in part, to evaluate the performance of, and allocate resources to, each of the segments. Segment contribution margin includes segment revenue less the related cost of sales excluding certain operating expenses that are not allocated to segments because they are separately managed at the consolidated corporate level. These unallocated costs include stock‑based compensation expense, amortization of acquired intangible assets, direct sales and marketing costs, research and development costs, corporate general and administrative costs, such as legal and accounting, interest income, interest expense, and other income and expense.

Financial information for each reportable segment was as follows (in thousands):


	Three Months Ended July 31,				Six Months Ended July 31,				Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018 (As Adjusted)*		2019		2018 (As Adjusted)*		2019		2018 (As Adjusted)*		2019		2018 (As Adjusted)*
Revenue:
Subscription	$	164,102	$	95,798	$	318,940	$	182,561	$	166,932	$	100,757	$	485,872	$	283,318
Services	32,609		17,181		65,239		33,877		31,360		18,231		96,599		52,108
Total revenue	$	196,711	$	112,979	$	384,179	$	216,438	$	198,292	$	118,988	$	582,471	$	335,426

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.


	Three Months Ended July 31,				Six Months Ended July 31,				Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018 (As Adjusted)*		2019		2018 (As Adjusted)*		2019		2018 (As Adjusted)*		2019		2018 (As Adjusted)*
Contribution margin:
Subscription	$	141,903	$	83,955	$	274,133	$	158,081	$	143,775	$	89,399	$	417,908	$	247,480
Services	8,750		2,786		13,744		4,412		8,576		4,541		22,320		8,953
Total segment contribution margin	$	150,653	$	86,741	$	287,877	$	162,493	$	152,351	$	93,940	$	440,228	$	256,433

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.

The reconciliation of segment financial information to our loss from operations is as follows (in thousands):


	Three Months Ended July 31,						Six Months Ended July 31,						Three Months Ended October 31,						Nine Months Ended October 31,
	2019			2018			2019			2018 (As Adjusted)*			2019			2018			2019			2018 (As Adjusted)*
Segment contribution margin	$	150,653		$	86,741		$	287,877		$	162,493		$	152,351		$	93,940		$	440,228		$	256,433
Amortization of acquired intangible assets	(19,937		)	(657		)	(40,097		)	(1,314		)	(20,025		)	(657		)	(60,122		)	(1,971		)
Stock-based compensation expense	(61,733		)	(20,475		)	(110,604		)	(45,841		)	(54,214		)	(21,890		)	(164,818		)	(67,731		)
Corporate costs, such as research and development, corporate general and administrative and other	(158,080		)	(95,033		)	(330,026		)	(196,464		)	(160,579		)	(97,066		)	(490,605		)	(293,530		)
Loss from operations	$	(89,097	)	$	(29,424	)	$	(192,850	)	$	(81,126	)	$	(82,467	)	$	(25,673	)	$	(275,317	)	$	(106,799	)

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.

Sales outside of the United States represented approximately ~~38%~~39% and 35% of our total revenue for the three months ended ~~July~~October 31, 2019 and 2018, respectively, and 38% and 34% for the ~~six~~nine months ended ~~July~~October 31, 2019 and 2018, respectively. All revenues from customers outside of the United States are attributed to individual countries on an end‑customer basis, based on domicile of the purchasing entity, if known, or the location of the customer’s headquarters if the specific purchasing entity within the customer is unknown.

As of ~~July~~October 31, 2019 and January 31, 2019, assets located outside the United States were 5% and 4% of total assets, respectively.

14. Net Loss Per Share

The following table sets forth the calculation of basic and diluted net loss per share during the periods presented (in thousands, except per share data):


	Three Months Ended July 31,						Six Months Ended July 31,						Three Months Ended October 31,						Nine Months Ended October 31,
	2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*
Numerator:
Net loss	$	(87,043	)	$	(28,949	)	$	(190,173	)	$	(81,271	)	$	(82,122	)	$	(25,857	)	$	(272,295	)	$	(107,128	)
Denominator:
Weighted-average shares used in computing net loss, per share basic and diluted	276,778			149,505			274,207			148,115			283,267			152,245			277,260			149,507
Net loss per share, basic and diluted	$	(0.31	)	$	(0.19	)	$	(0.69	)	$	(0.55	)	$	(0.29	)	$	(0.17	)	$	(0.98	)	$	(0.72	)

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 for a summary of adjustments.

The following outstanding shares of common stock equivalents were excluded from the computation of the diluted net loss per share attributable to common stockholders for the periods presented because their effect would have been anti‑dilutive (in thousands):


	As of July 31,		As of October 31,
	2019	2018	2019	2018
Stock options to purchase common stock	16,461	16,583	14,502	15,684
Restricted stock units	37,860	19,088	33,330	17,582
Shares issuable pursuant to the ESPP	2,544	554	2,620	520
Total	56,865	36,225	50,452	33,786

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. 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. 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. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified 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. You should review the risk factors for a more complete understanding of the risks associated with an investment in our securities. 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 January 31, and references throughout this Quarterly Report on Form 10-Q to a given fiscal year are to the twelve months ended on that date.

Overview

Cloudera is the enterprise data cloud company. We empower people to transform data into clear and actionable insights through an integrated suite of data analytics and management products from the Edge to artificial intelligence. Our portable, multi-cloud platform with common security, governance and data management functions underpins products that include streaming analytics at the Edge, data engineering, data warehousing, real-time operational analytics, exploratory data science and machine learning offerings. Today these products are implemented in private and co-location datacenters, multiple public clouds and hybrid cloud environments with common data analytics and management capabilities across all workloads and architectures. Our offerings are based predominantly on open source software, utilizing data stored natively in public cloud object stores as well as in

various open source data stores. Using our software, organizations are able to capitalize on vast amounts of data from a variety of sources to better serve and market to their customers, design connected products and services and protect their enterprises.

In January 2019, we completed the merger of Hortonworks, Inc. (Hortonworks), a publicly-held company headquartered in Santa Clara, California (the Hortonworks merger). The combined company operates under the Cloudera name. Our results of operations for the three and ~~six~~nine months ended ~~July~~October 31, 2019 include the results of operations of Hortonworks.

We generate revenue from subscriptions and services. Subscription revenue relates to term (or time-based) subscription agreements for both open source and propriety software including support. Services revenue relates to professional services for the implementation and use of our subscriptions, machine learning expertise and consultation, training and education services and related reimbursable travel costs. We price our subscription offerings based on the number of servers in a cluster, or nodes, core or Edge devices, data under management and/or the scope of support provided. During the year ended January 31, 2019, we adopted Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), the new accounting standard related to revenue recognition. Prior period information presented has been adjusted to reflect the adoption of this new standard. See Note 2 to our condensed consolidated financial statements for details.

We market and sell our platform to a broad range of organizations, although we focus our selling efforts on the largest enterprises globally. We target these organizations because they capture and manage the vast majority of the world’s data and operate highly complex information technology environments. We market our platform primarily through a direct sales force while benefiting from business driven by our ecosystem of technology partners, resellers, original equipment manufacturers (OEMs), managed service providers, independent software vendors and systems integrators.

We have a broad customer base that spans industries and geographies. For the three and ~~six~~nine months ended ~~July~~October 31, 2019 and 2018, no customer accounted for more than 10% of our total revenue. We have significant revenue in the banking and financial services, manufacturing, technology, business services, telecommunications, public sector, consumer and retail, and healthcare and life sciences verticals, and continue to expand our penetration across many other data‑intensive industries. Sales outside of the United States represented approximately ~~38%~~39% and 35% of our total revenue for the three months ended ~~July~~October 31, 2019 and 2018, respectively, and 38% and 34% of our total revenue for the ~~six~~nine months ended ~~July~~October 31, 2019 and 2018, respectively.

Our business model is based on a “land and expand” strategy designed to use the initial sale as a foothold to increase revenue per customer by increasing the amount of data and number of use cases each customer runs through our platform. After an initial purchase of our platform, we work with our customers to identify new use cases that can be developed on or moved to our platform, ultimately increasing the amount of data managed on our platform as well as the number and size of our platform deployments.

Components of Results of Operations

Revenue

We generate revenue from subscriptions and services. Subscription revenue relates to term (or time-based) subscription agreements for both open source and propriety software, including support. Subscription arrangements are typically one to three years in length but may be up to seven years in limited cases. Arrangements with our customers typically do not include general rights of return. Services revenue relates to professional services for the implementation and use of our subscriptions, machine learning expertise and consultation, training and education services and related reimbursable travel costs. We price our subscription offerings based on the number of servers in a cluster, or nodes, core or Edge devices, data under management and/or the scope of support provided. Our consulting services are priced primarily on a time and materials basis, and to a lesser extent, a fixed fee basis, and education services are generally priced based on attendance.

Cost of Revenue

Cost of revenue for subscriptions primarily consists of personnel costs including salaries, bonuses, travel costs, benefits and stock‑based compensation for employees providing technical support for our subscription customers, allocated shared costs (including rent and information technology) and amortization of certain acquired intangible assets from business combinations. Cost of revenue for services primarily consists of personnel costs including salaries, bonuses, benefits and stock‑based compensation, fees to subcontractors associated with service contracts, travel costs and allocated shared costs (including rent and information technology). We expect cost of revenue to increase in absolute dollars for the remaining quarters of fiscal 2020 as compared to the respective fiscal 2019 quarters as we continue to obtain new customers and expand our relationship with existing customers, in addition to increased costs resulting from the Hortonworks merger in January 2019.

Operating Expenses

Research and Development. Research and development expenses primarily consist of personnel costs including salaries, bonuses, travel costs, benefits and stock‑based compensation for our research and development employees, contractor fees, allocated shared costs (including rent and information technology), supplies, and depreciation of equipment associated with the continued development of our platform prior to establishment of technological feasibility and the related maintenance of the existing technology. We expect our research and development expenses to increase in absolute dollars for the remaining quarters of fiscal 2020 as compared to the respective fiscal 2019 quarters as we continue to enhance and add new technologies, features and functionality to our subscriptions, in addition to increased costs resulting from the Hortonworks merger in January 2019.

Sales and Marketing. Sales and marketing expenses primarily consist of personnel costs including salaries, bonuses, travel costs, sales‑based incentives, benefits, amortization of certain acquired intangible assets from business combinations and stock‑based compensation for our sales and marketing employees. In addition, sales and marketing expenses also includes costs for advertising, promotional events, corporate communications, product marketing and other brand‑building activities and allocated shared costs (including rent and information technology) ~~and amortization of certain acquired intangible assets from business combinations.~~. Most sales‑based incentives are capitalized and expensed over the period of benefit from the underlying contracts. We expect our sales and marketing expenses to increase in absolute dollars for the remaining quarters of fiscal 2020 as compared to the respective fiscal 2019 quarters as we continue to invest in selling and marketing activities to attract new customers and expand our relationship with existing customers, in addition to increased costs resulting from the Hortonworks merger in January 2019.

General and Administrative. General and administrative expenses primarily consist of personnel costs including salaries, bonuses, travel costs, benefits and stock‑based compensation for our executive, finance, legal, human resources, information technology and other administrative employees. In addition, general and administrative expenses include fees for third‑party professional services, including consulting, legal and accounting services, merger related costs, other corporate expenses, and allocated shared costs (including rent and information technology). We expect our general and administrative expenses to increase in absolute dollars for the remaining quarters of fiscal 2020 as compared to the respective fiscal 2019 quarters due to the anticipated growth of our business and related infrastructure, in addition to increased costs resulting from the Hortonworks merger in January 2019.

Interest Income, net

Interest income primarily relates to amounts earned on our cash and cash equivalents and marketable securities.

Other Income (Expense), net

Other income (expense), net primarily relates to foreign currency transactions, realized gains and losses on our marketable securities and other non‑operating gains or losses.

Provision for Income Taxes

Provision for income taxes primarily consists of income taxes for certain foreign jurisdictions in which we conduct business. Due to cumulative losses, we maintain a valuation allowance against our United States and certain

foreign deferred tax assets. We consider all available evidence, both positive and negative, in assessing the extent to which a valuation allowance should be applied against our deferred tax assets.

Results of Operations

The condensed consolidated statements of operations data for the three and ~~six~~nine months ended ~~July~~October 31, 2019 and 2018 set forth in the tables below have been updated to comply with the new standards under Topic 606, including previously reported amounts, which are labeled “as adjusted.” See Note 2 to our condensed consolidated financial statements for a summary of adjustments.

The following table sets forth our results of operations for the periods indicated:


	Three Months Ended July 31,						Six Months Ended July 31,						Three Months Ended October 31,						Nine Months Ended October 31,
	2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*			2019			2018 (As Adjusted)*
	(in thousands)												(in thousands)
Revenue:
Subscription	$	164,102		$	95,798		$	318,940		$	182,561		$	166,932		$	100,757		$	485,872		$	283,318
Services	32,609			17,181			65,239			33,877			31,360			18,231			96,599			52,108
Total revenue	196,711			112,979			384,179			216,438			198,292			118,988			582,471			335,426
Cost of revenue:^{(1) (2)}
Subscription	29,075			14,961			58,412			30,768			30,224			13,996			88,636			44,764
Services	28,055			17,171			59,951			34,715			27,404			15,980			87,355			50,695
Total cost of revenue	57,130			32,132			118,363			65,483			57,628			29,976			175,991			95,459
Gross profit	139,581			80,847			265,816			150,955			140,664			89,012			406,480			239,967
Operating expenses:^{(1) (2)}
Research and development	65,742			39,800			129,915			83,464			66,657			37,563			196,572			121,027
Sales and marketing	112,491			53,381			231,874			115,191			117,783			55,055			349,657			170,246
General and administrative	50,445			17,090			96,877			33,426			38,691			22,067			135,568			55,493
Total operating expenses	228,678			110,271			458,666			232,081			223,131			114,685			681,797			346,766
Loss from operations	(89,097		)	(29,424		)	(192,850		)	(81,126		)	(82,467		)	(25,673		)	(275,317		)	(106,799		)
Interest income, net	3,156			2,173			6,447			3,980			2,756			2,440			9,203			6,420
Other income (expense), net	104			(907		)	337			(2,028		)	(46		)	(1,126		)	291			(3,154		)
Loss before provision for income taxes	(85,837		)	(28,158		)	(186,066		)	(79,174		)	(79,757		)	(24,359		)	(265,823		)	(103,533		)
Provision for income taxes	(1,206		)	(791		)	(4,107		)	(2,097		)	(2,365		)	(1,498		)	(6,472		)	(3,595		)
Net loss	$	(87,043	)	$	(28,949	)	$	(190,173	)	$	(81,271	)	$	(82,122	)	$	(25,857	)	$	(272,295	)	$	(107,128	)

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 to our condensed consolidated financial statements for a summary of adjustments.


(1)	Amounts include stock‑based compensation expense as follows:


	Three Months Ended July 31,				Six Months Ended July 31,				Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018		2019		2018		2019		2018		2019		2018
	(in thousands)								(in thousands)
Cost of revenue – subscription	$	4,189	$	2,496	$	8,008	$	5,044	$	4,306	$	2,016	$	12,314	$	7,060
Cost of revenue – services	4,196		2,776		8,456		5,250		4,620		2,290		13,076		7,540
Research and development	18,453		8,336		36,294		18,197		19,697		7,805		55,991		26,002
Sales and marketing	15,435		2,698		28,799		8,777		17,400		5,504		46,199		14,281
General and administrative	19,460		4,169		29,047		8,573		8,191		4,275		37,238		12,848
Total stock-based compensation expense	$	61,733	$	20,475	$	110,604	$	45,841	$	54,214	$	21,890	$	164,818	$	67,731


(2)	Amounts include amortization of acquired intangible assets as follows:


	Three Months Ended July 31,				Six Months Ended July 31,				Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018		2019		2018		2019		2018		2019		2018
	(in thousands)								(in thousands)
Cost of revenue – subscription	$	2,687	$	622	$	5,597	$	1,244	$	2,761	$	622	$	8,358	$	1,866
Sales and marketing	17,250		35		34,500		70		17,264		35		51,764		105
Total amortization of acquired intangible assets	$	19,937	$	657	$	40,097	$	1,314	$	20,025	$	657	$	60,122	$	1,971

The following table sets forth selected condensed consolidated statements of operations data for each of the periods indicated as a percentage of total revenue:


	Three Months Ended July 31,				Six Months Ended July 31,				Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018 (As Adjusted)*		2019		2018 (As Adjusted)*		2019		2018 (As Adjusted)*		2019		2018 (As Adjusted)*
Revenue:
Subscription	83	%	85	%	83	%	84	%	84	%	85	%	83	%	84	%
Services	17		15		17		16		16		15		17		16
Total revenue	100		100		100		100		100		100		100		100
Cost of revenue^{(1) (2)}:
Subscription	15		13		15		14		15		12		15		13
Services	14		15		16		16		14		13		15		15
Total cost of revenue	29		28		31		30		29		25		30		28
Gross margin	71		72		69		70		71		75		70		72
Operating expenses^{(1) (2)}:
Research and development	33		35		34		39		34		32		34		36
Sales and marketing	57		47		60		53		59		46		60		51
General and administrative	26		15		25		15		20		19		23		17
Total operating expenses	116		97		119		107		113		97		117		104
Loss from operations	(45	)	(25	)	(50	)	(37	)	(42	)	(22	)	(47	)	(32	)
Interest income, net	2		2		2		2		1		2		2		2
Other income (expense), net	—		(1	)	—		(1	)	—		(1	)	—		(1	)
Loss before provision for income taxes	(43	)	(24	)	(48	)	(36	)	(41	)	(21	)	(45	)	(31	)
Provision for income taxes	(1	)	(1	)	(2	)	(1	)	(1	)	(1	)	(2	)	(1	)
Net loss	(44	)%	(25	)%	(50	)%	(37	)%	(42	)%	(22	)%	(47	)%	(32	)%

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 to our condensed consolidated financial statements for a summary of adjustments.


(1)	Amounts include stock‑based compensation expense as a percentage of total revenue as follows:


	Three Months Ended July 31,				Six Months Ended July 31,				Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018		2019		2018		2019		2018		2019		2018
Cost of revenue – subscription	2	%	2	%	2	%	2	%	2	%	2	%	2	%	2	%
Cost of revenue – services	2		2		2		2		2		2		2		2
Research and development	9		7		9		8		10		7		10		8
Sales and marketing	8		2		7		4		9		5		8		4
General and administrative	10		4		8		4		4		4		6		4
Total stock-based compensation expense	31	%	17	%	28	%	20	%	27	%	20	%	28	%	20	%


(2)	Amounts include amortization of acquired intangible assets as a percentage of total revenue as follows:


	Three Months Ended July 31,				Six Months Ended July 31,				Three Months Ended October 31,				Nine Months Ended October 31,
	2019		2018		2019		2018		2019		2018		2019		2018
Cost of revenue – subscription	1	%	1	%	1	%	1	%	1	%	1	%	1	%	1	%
Sales and marketing	9	%	—		9	%	—		9	%	—		9	%	—
Total amortization of acquired intangible assets	10	%	1	%	10	%	1	%	10	%	1	%	10	%	1	%

Three and ~~Six~~Nine Months Ended ~~July~~October 31, 2019 and 2018

Revenue


	Three Months Ended July 31,						Change				Six Months Ended July 31,						Change				Three Months Ended October 31,						Change				Nine Months Ended October 31,						Change
	2019			2018 (As Adjusted)*			Amount		%		2019			2018 (As Adjusted)*			Amount		%		2019			2018 (As Adjusted)*			Amount		%		2019			2018 (As Adjusted)*			Amount		%
	(dollars in thousands)																				(dollars in thousands)
Subscription	$	164,102		$	95,798		$	68,304	71	%	$	318,940		$	182,561		$	136,379	75	%	$	166,932		$	100,757		$	66,175	66	%	$	485,872		$	283,318		$	202,554	71	%
Services	32,609			17,181			15,428		90	%	65,239			33,877			31,362		93	%	31,360			18,231			13,129		72	%	96,599			52,108			44,491		85	%
Total revenue	$	196,711		$	112,979		$	83,732	74	%	$	384,179		$	216,438		$	167,741	78	%	$	198,292		$	118,988		$	79,304	67	%	$	582,471		$	335,426		$	247,045	74	%
As a percentage of total revenue:
Subscription	83		%	85		%					83		%	84		%					84		%	85		%					83		%	84		%
Services	17		%	15		%					17		%	16		%					16		%	15		%					17		%	16		%
Total revenue	100		%	100		%					100		%	100		%					100		%	100		%					100		%	100		%

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 to our condensed consolidated financial statements for a summary of adjustments.

The increase in subscription revenue for the three and ~~six~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily attributable to the Hortonworks merger which resulted in volume driven increases in subscription sales to new customers.

The increase in services revenue for the three and ~~six~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily attributable to the Hortonworks merger which resulted in increases in services sales to new customers.

Cost of Revenue, Gross Profit and Gross Margin


	Three Months Ended July 31,						Change				Six Months Ended July 31,						Change				Three Months Ended October 31,						Change				Nine Months Ended October 31,						Change
	2019			2018 (As Adjusted)*			Amount		%		2019			2018 (As Adjusted)*			Amount		%		2019			2018 (As Adjusted)*			Amount		%		2019			2018 (As Adjusted)*			Amount		%
	(dollars in thousands)																				(dollars in thousands)
Cost of revenue:
Subscription	$	29,075		$	14,961		$	14,114	94	%	$	58,412		$	30,768		$	27,644	90	%	$	30,224		$	13,996		$	16,228	116	%	$	88,636		$	44,764		$	43,872	98	%
Services	28,055			17,171			10,884		63	%	59,951			34,715			25,236		73	%	27,404			15,980			11,424		71	%	87,355			50,695			36,660		72	%
Total cost of revenue	$	57,130		$	32,132		$	24,998	78	%	$	118,363		$	65,483		$	52,880	81	%	$	57,628		$	29,976		$	27,652	92	%	$	175,991		$	95,459		$	80,532	84	%
Gross profit	$	139,581		$	80,847		$	58,734	73	%	$	265,816		$	150,955		$	114,861	76	%	$	140,664		$	89,012		$	51,652	58	%	$	406,480		$	239,967		$	166,513	69	%
Gross margin:
Subscription	82		%	84		%					82		%	83		%					82		%	86		%					82		%	84		%
Services	14		%	—		%					8		%	(2		)%					13		%	12		%					10		%	3		%
Total gross margin	71		%	72		%					69		%	70		%					71		%	75		%					70		%	72		%
Cost of revenue, as a percentage of total revenue:
Subscription	15		%	13		%					15		%	14		%					15		%	12		%					15		%	13		%
Services	14		%	15		%					16		%	16		%					14		%	13		%					15		%	15		%
Total cost of revenue	29		%	28		%					31		%	30		%					29		%	25		%					30		%	28		%

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 to our condensed consolidated financial statements for a summary of adjustments.

The increase in cost of revenue for subscription for the three months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to the merger with Hortonworks. Specifically, there was an increase of ~~$7.4~~$8.4 million in salaries and benefits, an increase of ~~$1.7~~$2.3 million in stock‑based compensation expense related to growth in employee headcount, ~~$2.2 million in allocated shared costs and~~an increase of $2.1 million in amortization of intangible assets ~~related to the growth~~and an increase of $2.0 million in ~~our business driven by the Hortonworks merger.~~allocated shared costs.

The increase in cost of revenue for subscription for the ~~six~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to the merger with Hortonworks. Specifically, there was an increase of ~~$14.4~~$22.8 million in salaries and benefits, an increase of ~~$3.0~~$6.5 million in amortization of intangible assets, an increase of $5.4 million in allocated shared costs and an increase of $5.3 million in stock‑based compensation expense related to growth in employee ~~headcount, increase of $4.4 million in amortization of intangible assets and $3.4 million in allocated shared costs related to the growth in our business driven by the Hortonworks merger.~~headcount.

The increase in cost of revenue for services for the three months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to the merger with Hortonworks. Specifically, there was an increase of ~~$6.8~~$6.2 million in salaries and benefits, an increase of ~~$1.4~~$2.3 million in stock-based compensation expense related to growth in employee headcount and ~~$2.4~~an increase of $2.8 million in ~~merger-related consulting~~third party contractor services ~~related~~required to support the ~~growth in our business driven by the~~added Hortonworks ~~merger.~~customer base.

The increase in cost of revenue for services for the ~~six~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to the merger with Hortonworks. Specifically, there was an increase of ~~$16.1~~$22.3 million in salaries and benefits, an increase of ~~$3.2~~$8.1 million in third party contractor services required to support the added Hortonworks customer base and an increase of $5.5 million in stock-based compensation expense related to growth in employee ~~headcount and $5.3 million in merger-related consulting services related to the growth in our business driven by the Hortonworks merger.~~headcount.

Subscription gross margin declined in the three and nine months ended October 31, 2019, as compared to the same period a year ago. This decline is due to one-time Hortonworks merger related valuation adjustments to deferred subscription revenue obligations, as such we expect these margins to improve over the next few quarters.

Service gross margin remained relatively consistent in the three ~~and six~~ months ended ~~July~~October 31, 2019, as compared to the same period a year ago.

Services gross margin improved from 0%3% to ~~14%~~10% in the ~~three~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, primarily due to an increase in services revenue by ~~90%, while the cost of services revenue increased by 63% as explained above.~~

~~Services gross margin improved from (2)% to 8% in the six months ended July 31, 2019, as compared to the same period a year ago, primarily due to an increase in services revenue by 93%~~85%, while the cost of services revenue increased by ~~73%~~72% as explained above.

Operating Expenses


	Three Months Ended July 31,						Change				Six Months Ended July 31,						Change				Three Months Ended October 31,						Change				Nine Months Ended October 31,						Change
	2019			2018 (As Adjusted)*			Amount		%		2019			2018 (As Adjusted)*			Amount		%		2019			2018 (As Adjusted)*			Amount		%		2019			2018 (As Adjusted)*			Amount		%
	(dollars in thousands)																				(dollars in thousands)
Research and development	$	65,742		$	39,800		$	25,942	65	%	$	129,915		$	83,464		$	46,451	56	%	$	66,657		$	37,563		$	29,094	77	%	$	196,572		$	121,027		$	75,545	62	%
Sales and marketing	112,491			53,381			59,110		111	%	231,874			115,191			116,683		101	%	117,783			55,055			62,728		114	%	349,657			170,246			179,411		105	%
General and administrative	50,445			17,090			33,355		195	%	96,877			33,426			63,451		190	%	38,691			22,067			16,624		75	%	135,568			55,493			80,075		144	%
Total operating expenses	$	228,678		$	110,271		$	118,407	107	%	$	458,666		$	232,081		$	226,585	98	%	$	223,131		$	114,685		$	108,446	95	%	$	681,797		$	346,766		$	335,031	97	%
Operating expenses, as a percentage of total revenue:
Research and development	33		%	35		%					34		%	39		%					34		%	32		%					34		%	36		%
Sales and marketing	57		%	47		%					60		%	53		%					59		%	46		%					60		%	51		%
General and administrative	26		%	15		%					25		%	15		%					20		%	19		%					23		%	17		%
Total operating expenses	116		%	97		%					119		%	107		%					113		%	97		%					117		%	104		%

* As adjusted to reflect the impact of the full retrospective adoption of Topic 606. See Note 2 to our condensed consolidated financial statements for a summary of adjustments.

Research and Development

The increase in research and development expenses for the three months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to the merger with Hortonworks. Specifically, there was an increase of ~~$10.1~~$11.9 million in stock‑based compensation expense, an increase of ~~$10.1~~$10.9 million in employee‑related costs including salaries, benefits and travel costs related to higher employee headcount and an increase in allocated shared costs of ~~$1.8 million related to the growth in our business driven by the Hortonworks merger.~~$2.1 million.

The increase in research and development expenses for the ~~six~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to the merger with Hortonworks. Specifically, there was an increase of ~~$18.1~~$30.0 million in stock‑based compensation expense, an increase of ~~$17.8~~$28.7 million in employee‑related costs including salaries, benefits and travel costs related to higher

employee headcount and an increase in allocated shared costs of ~~$3.0 million related to the growth in our business driven by the Hortonworks merger.~~$5.1 million.

Sales and Marketing

The increase in sales and marketing expenses for the three months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to the merger with Hortonworks. Specifically, there was an increase of ~~$21.3~~$23.3 million in employee‑related costs including salaries, benefits and travel costs, an increase of $17.2 million in intangible amortization, an increase of ~~$12.7~~$11.9 million in stock‑based compensation expense, an increase of $5.9 million in marketing programs as required to support the combined company and an increase of ~~$1.6~~$2.0 million in allocated shared ~~costs related to the growth in our business driven by the Hortonworks merger.~~costs.

The increase in sales and marketing expenses for the ~~six~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to the merger with Hortonworks. Specifically, there was an increase of ~~$48.1~~$71.4 million in employee‑related costs including salaries, benefits and travel costs, an increase of ~~$34.4~~$51.7 million in intangible amortization, an increase of ~~$20.0~~$31.9 million in stock‑based compensation expense, an increase of $14.4 million in marketing programs as required to support the combined company and an increase of ~~$2.5~~$4.5 million in allocated shared ~~costs related to the growth in our business driven by the Hortonworks merger.~~costs.

General and Administrative

The increase in general and administrative expenses for the three months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to ~~an increase of $15.3 million in stock-based compensation expense which included $13.9 million related to~~ the ~~departure of our CEO in the second quarter of fiscal 2020. The remaining increase is related to an increase in employee headcount from the Hortonworks~~ merger with Hortonworks. Specifically, there was an increase of approximately ~~$7.5~~$8.0 million in consulting and contractor services mainly driven by merger related ~~consulting services,~~activities, an increase of ~~$7.9~~$5.2 million in employee‑related costs including salaries, benefits and travel costs, an increase of $3.9 million in stock-based compensation expense and an increase in allocated shared costs of ~~$1.0 million related to the growth in our business driven by the Hortonworks merger.~~$1.4 million.

The increase in general and administrative expenses for the ~~six~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, was primarily due to the merger with Hortonworks. Specifically, there was an increase of $20.5 million in stock-based compensation expense which included $13.9 million related to the departure of our CEO in the second quarter of fiscal 2020. The remaining increase is related to an increase in employee headcount from the Hortonworks merger, an increase of $19.3$24.5 million in employee‑related costs including salaries, benefits and travel costs, an increase of ~~approximately $15.5~~$24.4 million in stock-based compensation expense, an increase of approximately $22.7 million in consulting and contractor services mainly driven by merger related ~~consulting services~~activities and an increase in allocated shared costs of ~~$2.0 million related to the growth in our business driven by the Hortonworks merger.~~$3.4 million.

Interest Income, net

Three Months Ended July 31, Change Six Months Ended July 31, Change
2019 2018 Amount % 2019 2018 Amount %
(dollars in thousands)
Interest income, net $ 3,156
$ 2,173
$ 983
45 % $ 6,447
$ 3,980
$ 2,467
62 %



	Three Months Ended October 31,				Change				Nine Months Ended October 31,				Change
	2019		2018		Amount		%		2019		2018		Amount		%
	(dollars in thousands)
Interest income, net	$	2,756	$	2,440	$	316	13	%	$	9,203	$	6,420	$	2,783	43	%

Interest income for the three and ~~six~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, increased mainly due to higher investments in marketable ~~securities and an increase in interest rates on the securities purchased.~~

securities.

Other Income (Expense), net

Three Months Ended July 31, Change Six Months Ended July 31, Change
2019 2018 Amount % 2019 2018 Amount %
(dollars in thousands)
Other income (expense), net $ 104
$ (907 ) $ 1,011
111 % $ 337
$ (2,028 ) $ 2,365
117 %



	Three Months Ended October 31,						Change				Nine Months Ended October 31,					Change
	2019			2018			Amount		%		2019		2018			Amount		%
	(dollars in thousands)
Other income (expense), net	$	(46	)	$	(1,126	)	$	1,080	96	%	$	291	$	(3,154	)	$	3,445	109	%

Other income (expense), net increased primarily due to foreign exchange gains during the three ~~and six~~ months ended ~~July~~October 31, 2019 and less foreign exchange losses during the nine months ended October 31, 2019 as compared to losses in the same period a year ago.

Provision for Income Taxes

Three Months Ended July 31, Change Six Months Ended July 31, Change
2019 2018 Amount % 2019 2018 Amount %
(dollars in thousands)
Provision for income taxes $ (1,206 ) $ (791 ) $ (415 ) 52 % $ (4,107 ) $ (2,097 ) $ (2,010 ) 96 %



	Three Months Ended October 31,						Change					Nine Months Ended October 31,						Change
	2019			2018			Amount			%		2019			2018			Amount			%
	(dollars in thousands)
Provision for income taxes	$	(2,365	)	$	(1,498	)	$	(867	)	58	%	$	(6,472	)	$	(3,595	)	$	(2,877	)	80	%

The provision for income taxes increased in the three and ~~six~~nine months ended ~~July~~October 31, 2019, as compared to the same period a year ago, primarily due to the inclusion of legacy Hortonworks foreign income taxes on foreign earnings and withholding taxes on international sales.

Seasonality

We have seasonal and end‑of‑quarter concentration of our sales, which impacts our ability to plan and manage cash flows and margins. Our sales vary by season with the fourth quarter typically being our strongest sales quarter, and the first quarter typically being our largest collections and operating cash flow quarter. In addition, within each quarter, most sales occur in the last month of that quarter.

See “Risk Factors—Our sales cycles can be long, unpredictable and vary seasonally, particularly with respect to large subscriptions, and our sales efforts require considerable time and expense.”

Liquidity and Capital Resources

As of ~~July~~October 31, 2019, our principal sources of liquidity were cash, cash equivalents and marketable securities totaling ~~$505.3~~$498.9 million which were held for working capital purposes. Our cash equivalents are comprised primarily of money market funds, commercial paper, certificates of deposit and reverse repurchase agreements. Our marketable securities are comprised of asset‑backed securities, corporate notes and obligations, commercial paper, municipal securities, certificates of deposit, U.S. treasury securities and foreign government obligations. To date, our principal sources of liquidity have been from the net proceeds we received in May 2017 through the sale of our common stock in our IPO, private sales of equity securities and cash generated from operations. Further, we acquired $49.0 million of cash, cash equivalents and marketable securities as a result of the Hortonworks merger.

We believe our existing liquidity will be sufficient to meet our working capital and capital expenditure needs for at least the next twelve months. Our future capital requirements may vary materially from those currently planned and will depend on many factors, including the timing and extent of spending on research and development efforts, the expansion of sales and marketing activities, the continuing market acceptance of our subscriptions and services and ongoing investments to support the growth of our business. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies and intellectual property rights. From time to time, we may explore additional financing sources which could include equity, equity-linked and debt financing arrangements. We cannot assure you that any additional financing will be available on terms favorable to us, or at all. If adequate funds are not available on acceptable terms, or at all, we may not be able to adequately fund our business plans and it could have a negative effect on our operating cash flows and financial condition.

The following table summarizes our cash flows for the periods indicated:


	Six Months Ended July 31,						Nine Months Ended October 31,
	2019			2018			2019			2018
	(in thousands)						(in thousands)
Cash (used in) provided by operating activities	$	(21,520	)	$	810
Cash used in operating activities							$	(27,410	)	$	(5,974	)
Cash (used in) provided by investing activities	(41,158		)	3,158			(15,114		)	4,007
Cash (used in) provided by financing activities	(6,425		)	6,942			(1,452		)	10,278
Effect of exchange rate changes	(1,509		)	(1,215		)	(1,508		)	(1,626		)
Net (decrease) increase in cash, cash equivalents and restricted cash	$	(70,612	)	$	9,695		$	(45,484	)	$	6,685

Cash ~~(Used in) Provided by~~Used in Operating Activities

During the ~~six~~nine months ended ~~July~~October 31, 2019, cash used in operating activities was ~~$21.5~~$27.4 million which was due to a net loss of ~~$190.2~~$272.3 million offset by non‑cash adjustments of ~~$199.4~~$299.5 million and a decrease from net change in operating assets and liabilities of ~~$30.8~~$54.6 million. Non‑cash adjustments primarily consisted of ~~$110.6~~$164.8 million of stock‑based compensation, ~~$69.1~~$103.0 million of depreciation and amortization expense and ~~$21.0~~$33.6 million of amortization of deferred costs. The net change in operating assets and liabilities was due to a decrease in accounts receivable of ~~$80.7~~$79.0 million due to the timing of invoicing compared to the receipt of cash from customers, offset by a decrease in deferred revenue of ~~$50.1~~$61.7 million due to the timing of amounts billed to customers compared to revenue recognized during the same period, an increase of ~~$21.8~~$37.2 million of deferred cost due to the ~~difference in~~ timing of payment of costs ~~and~~compared to the recognition of costs, an increase of ~~$3.2~~$3.1 million of prepaid expenses and other assets, a decrease in other contract liabilities of ~~$9.5~~$9.8 million, a decrease in accrued compensation of ~~$6.1~~$2.3 million due to the timing of bonus and incentive-based compensation payments and a net decrease in accounts payable and accrued expenses and other liabilities of ~~$20.0~~$18.8 million due to the timing of payments to vendors.

During the ~~six~~nine months ended ~~July~~October 31, 2018, cash ~~provided by~~used in operating activities was ~~$0.8~~$6.0 million, which was due to a net loss of ~~$81.3~~$107.1 million offset by non‑cash adjustments of ~~$64.5~~$96.6 million and an increase from net change in operating assets and liabilities of ~~$17.6~~$4.6 million. Non‑cash adjustments primarily consisted of ~~$45.8~~$67.7 million of stock‑based compensation, ~~$13.8~~$21.8 million in amortization of deferred costs and ~~$5.1~~$7.8 million of depreciation and amortization expense. The net change in operating assets and liabilities was due to a decrease in accounts receivable of ~~$34.2~~$38.2 million due to the timing of invoicing compared to the receipt of cash from customers, a decrease in prepaid expenses and other assets of ~~$12.3~~$8.3 million, a decrease in contract assets of ~~$2.9~~$2.8 million, an increase in accrued expense and other liabilities of ~~$3.6~~$4.2 million, offset by a decrease of deferred revenue of ~~$13.3~~$21.0 million due to the timing of amounts billed to customers compared to revenue recognized during the same period, a decrease in accrued compensation of ~~$9.4~~$7.0 million due to the timing of bonus and incentive-based compensation payments and an increase in deferred costs of ~~$13.6~~$21.4 million due to the ~~difference in~~ timing of payment of costs ~~and~~compared to the recognition of costs.

Cash (Used in) Provided by Investing Activities

During the ~~six~~nine months ended ~~July~~October 31, 2019, cash used in investing activities was ~~$41.2~~$15.1 million which was due to purchases of marketable securities ~~and other investments~~ of ~~$311.2~~$392.5 million, ~~and~~ capital expenditures for the purchase of property and equipment of ~~$4.7~~$6.5 million and cash of $4.5 million used for business combinations, offset by sales and maturities of marketable securities of ~~$274.8~~$388.4 million.

During the ~~six~~nine months ended ~~July~~October 31, 2018, cash provided by investing activities was ~~$3.2~~$4.0 million which was primarily due to sales and maturities of marketable securities of $~~263.2~~382.2 million, offset by purchases of marketable securities and other investments of $~~252.4~~368.9 million and capital expenditures for the purchase of property and equipment of $~~7.7~~9.3 million.

Cash (Used in) Provided by Financing Activities

During the ~~six~~nine months ended ~~July~~October 31, 2019, cash used in financing activities was ~~$6.4~~$1.5 million which was due to taxes paid related to the net share settlement of RSUs of ~~$15.6~~$21.1 million, offset by ~~$9.2~~$19.6 million of proceeds from the exercise of stock options and ESPP withholding.

During the ~~six~~nine months ended ~~July~~October 31, 2018, cash provided by financing activities was ~~$6.9~~$10.3 million which was due to proceeds from the exercise of stock options and ESPP withholdings of ~~$11.3~~$18.8 million, offset by shares withheld related to the net settlement of RSUs of ~~$4.4~~$8.5 million.

Off‑Balance Sheet Arrangements

We have not entered into any off‑balance sheet arrangements and do not have any holdings in variable interest entities.

Contractual Obligations and Commitments

There have been no material changes in our contractual obligations and commitments, as disclosed in the Annual Report on Form 10-K for the year ended January 31, 2019. See Note 8 to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q for a table of our minimum lease payments as of ~~July~~October 31, 2019.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements are prepared in accordance with generally accepted accounting principles (GAAP) in the United States. The preparation of these financial statements requires our management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these judgments and estimates under different assumptions or conditions and any such differences may be material. We refer to accounting estimates of this type as critical accounting policies and estimates.

As a result of our adoption of ASU No. 2016-02, Leases (Topic 842), our accounting policies have been updated as described in Note 2 to our condensed consolidated financial statements.

Recent Accounting Pronouncements

See Note 2 to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for recently adopted accounting pronouncements and recently issued accounting pronouncements not yet adopted as of the date of this Quarterly Report on Form 10-Q.

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 risks in the ordinary course of our business. Our market risk exposure is primarily a result of fluctuations in interest rates and foreign currency exchange rates. Information relating to quantitative and qualitative disclosures about these markets risks is described below.

Interest Rate Risk

Our primary exposure to market risk relates to interest rate changes. We had cash and cash equivalents and marketable securities totaling ~~$505.3~~$498.9 million as of ~~July~~October 31, 2019 and $537.2 million as of January 31, 2019, which were held for working capital purposes. Our cash equivalents are comprised primarily of money market funds, commercial paper, certificates of deposit and reverse repurchase agreements. Our marketable securities are comprised of asset‑backed securities, corporate notes and obligations, commercial paper, municipal securities, certificates of deposit, U.S. treasury securities and foreign government obligations. Our investments are made for capital preservation purposes. We do not hold or issue financial instruments for trading or speculative purposes. A hypothetical 100 basis point change in interest rates would change the fair value of our investments in marketable securities by ~~$4.2~~$3.9 million as of ~~July~~October 31, 2019.

Foreign Currency Risk

Our revenue and expenses are primarily denominated in U.S. dollars. For our non‑U.S. operations, the majority of our revenue and expenses are denominated in other currencies such as the Euro, British Pound Sterling, Australian Dollar and Chinese Yuan. Fluctuations in foreign currencies impact the amount of total assets, liabilities, revenues, operating expenses and cash flows that we report for our foreign subsidiaries upon the translation of these amounts into U.S. dollars. As the U.S. dollar fluctuates against certain international currencies, the amounts of revenue and deferred revenue that we report in U.S. dollars for foreign subsidiaries that transact in international currencies may also fluctuate relative to what we would have reported using a constant currency rate.

For the ~~six~~nine months ended ~~July~~October 31, 2019, approximately 20% of our revenue and approximately ~~13%~~15% of aggregate cost of sales and operating expenses were generated in currencies other than U.S. dollars.

For the ~~six~~nine months ended ~~July~~October 31, 2019, we recorded foreign exchange transaction loss of less than $1.0 million. To date, we have not had a formal hedging program with respect to foreign currency, but we may do so in the future if our exposure to foreign currency should become more significant. A 10% increase or decrease in current exchange rates could have a ~~$1.2~~$2.0 million impact on our financial results.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Interim Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (SEC) rules and forms at the reasonable assurance level. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives. Management necessarily applies its judgment in evaluating the cost benefit relationship of possible controls and procedures.

Based on such evaluation, our Interim Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities and migrating processes.

There were no changes in our internal control over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act that occurred during the quarter ended ~~July~~October 31, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Control

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

PART II. – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we are a party to or act as an indemnitor to our customers or partners on various litigation matters, and we or our customers or partners are subject to claims that arise in the ordinary course of business. In addition, we or our customers or partners have received, and may in the future receive, various types of claims including potential claims from third parties asserting, among other things, infringement of their intellectual property rights.

On June 7, 2019, a purported class action complaint was filed in the United States District Court for the Northern District of California, entitled Christie v. Cloudera, Inc., et al., Case No. 5:19-cv-3221-LHK. The complaint names as defendants Cloudera, its former Chief Executive Officer, its Chief Financial Officer and a former officer and director. The action purports to assert claims on behalf of Cloudera stockholders under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 10b-5. The complaint alleges that defendants made false and misleading statements that artificially inflated the price of Cloudera stock between April 28, 2017 and June 5, 2019. Two substantially similar class action complaints, entitled Zarantonello v. Cloudera, Inc., et al., Case No. ~~3:19-cv-4007-MMC,~~5:19-cv-4007-LHK, and Dvornic v. Cloudera, Inc., et al., Case No. ~~3:19-cv-4310-SI,~~5:19-cv-4310-LHK, were subsequently filed against the same defendants in the same court. The suits seek, among other things, an award of damages and attorneys’ fees and costs. The suits have been consolidated under the name, In re Cloudera, Inc. Securities Litigation, Case No. 5:19-cv-3321-LHK. Cloudera believes that the allegations in the lawsuits are without merit.

On July 30, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Lee, et al. v. Cole, et al., Case No. 1:~~19-cv-01422-MN.~~19-cv-01422-LPS. The complaint names as defendants eleven individuals who are current or former directors or officers of the Company, and names the

Company as a nominal defendant. The action purports to assert claims on the Company’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, and alleged violation of Section 10(b) of the Securities Exchange Act of 1934. On September 5, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Slattery v. Reilly, et al., Case No. 1:19-cv-01662-LPS. The complaint names as defendants twelve individuals who are current or former directors or officers of the Company, and names the Company as a nominal defendant. The action purports to assert claims on the Company’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, and alleged ~~violation~~violations of Section 10(b), 20(a) and 14 of the

Securities Exchange Act of 1934. On October 16, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the District of Delaware, entitled Frentzel v. Bearden, et al., Case No. 1:19-cv-01962-LPS. The complaint names as defendants thirteen individuals who are current or former directors or officers of the Company, and names the Company as a nominal defendant. The action purports to assert claims on the Company’s behalf against the individual defendants for breach of fiduciary duty, alleged violations of Section 14 of the Securities Exchange Act of 1934, and insider selling and misappropriation of information. All three derivative actions are based on allegations that are substantially similar to those in the class actions described above. The suits have been consolidated under the name, In re Cloudera, Inc. Stockholder Derivative Litigation, Case No. 1:19-cv-01422-LPS.

On September 3, 2019, a purported shareholder derivative complaint was filed in the United States District Court for the Northern District of California, entitled Chen v. Reilly, et al., Case No. 3:~~19-cv-05536.~~19-cv-05536-VC. That complaint names as defendants thirteen individuals who are current or former directors or officers of the Company, and names the Company as a nominal defendant. That action purports to assert claims on the Company’s behalf against the individual defendants for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and alleged violation of Section 14(a) of the Securities Exchange Act of 1934. On September 10, 2019, a purported shareholder derivative complaint that is substantially similar to the Chen action and is brought against the same defendants, was filed in the United States District Court for the Northern District of California, entitled Fu v. Reilly, et al., Case No. 19-cv-05705-YGR.Both derivative actions are based on allegations that are substantially similar to those in the class actions described ~~above.~~above and have been related to those actions.

On June 7, 2019, a purported class action complaint was filed in the Superior Court of California, County of Santa Clara, entitled Lazard v. Cloudera, Inc., et al., Case No. 19CV348674. The complaint names as defendants Cloudera, thirteen individuals who are current or former directors or officers of the Company, and Intel Corporation. The complaint alleges that the registration statement contained untrue statements of material fact and omitted material facts. Two substantially similar suits, entitled Franchi v. Cloudera, Inc., et al., Case No. 19CV348790, and Cannizzo v. Cloudera, Inc., et al., Case No. 19CV348974, were subsequently filed in the same court. The suits have been consolidated under the name In re Cloudera, Inc. Securities Litigation, and plaintiffs in the consolidated action purport to assert claims under Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 on behalf of all persons who acquired Cloudera stock pursuant or traceable to the S-4 registration statement filed in connection with Cloudera’s January 2019 merger with Hortonworks. Plaintiffs seek, among other things, an award of damages and attorneys’ fees and costs. Cloudera believes that the allegations in the lawsuits are without merit.

Future litigation may be necessary to defend ourselves, or our customers or partners on indemnity matters, by determining the scope, enforceability and validity of third‑party proprietary rights or by establishing our proprietary rights. Further, the ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on us because of defense costs, potential negative publicity, diversion of management resources and other factors. While we are not aware of other pending legal matters or claims, individually or in the aggregate, that are expected to have a material adverse impact on our business, consolidated financial position, results of operations or cash flows, our analysis of whether a claim may proceed to litigation cannot be predicted with certainty, nor can the results of litigation be predicted with certainty. Accordingly, there can be no assurance that existing or future legal proceedings arising in the ordinary course of business or otherwise will not have a material adverse effect on our business, consolidated financial position, results of operations or cash flows.

ITEM 1A. RISK FACTORS

Our operations and financial results are subject to various risks and uncertainties, including those described below, that could adversely affect our business, financial condition, results of operations, cash flows, growth prospects, and the trading price of our common stock.

Risks Related to our Business

We have a history of losses, and we may not become profitable in the future.

We have incurred net losses since our founding in 2008, including net losses of $~~190.2~~272.3 million and $192.6 million, for the ~~six~~nine months ended ~~July~~October 31, 2019 and the year ended January 31, 2019, respectively, and expect to continue to incur net losses for the foreseeable future. As a result, we had an accumulated deficit of ~~$1.3~~$1.4 billion as of ~~July~~October 31, 2019. These losses and accumulated deficit reflect the substantial investments we made to acquire new customers, commercialize our platform, participate in the open source development community and develop our proprietary software components, and continue to develop our platform. In addition, as a result of the Hortonworks merger, we have incurred substantial transaction and purchased intangible amortization costs and expect to incur further increases in our cost of revenue and operating expenses in connection with the integration of the Hortonworks’ platform. Furthermore, to the extent we are successful in increasing our customer base, we may also incur increased losses because customer acquisition costs and upfront costs associated with new customers are higher in the first year than the aggregate revenue we recognize from those new customers in the first year.

We expect to continue to make significant future expenditures related to the development and expansion of our business, including:

investments in our research and development team and in the development of new solutions and enhancements of our platform, including contributions to the open source data management ecosystem;

investments in sales and marketing, including expanding our sales force, increasing our customer base, increasing market awareness of our platform and development of new technologies;

other merger integration investments, such as ongoing engagement of integration consultants;

expanding of our operations and infrastructure, including internationally;

hiring additional employees; and

incurring costs associated with general administration, including legal, accounting and other expenses related to being a public company.

As a result of these increased expenses, we will have to generate and sustain increased revenue to be profitable in future periods. Further, in future periods, our revenue growth rate could decline, and we may not be able to generate sufficient revenue to offset higher costs and achieve or sustain profitability. If we fail to achieve, sustain or increase profitability, our business and operating results could be adversely affected.

We have a limited operating history, which makes it difficult to predict our future results of operations.

We have a limited operating history, which limits our ability to forecast our future results of operations and subjects us to a number of uncertainties, including our ability to plan for and anticipate future growth. Our historical revenue growth should not be considered indicative of our future performance. Further, in future periods, our revenue growth could slow or our revenue could decline for a number of reasons, including slowing demand for our solutions, increasing competition, a decrease in the growth of our overall market, or our failure, for any reason, to continue to capitalize on growth opportunities and merger integration plans. We have also encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as determining appropriate investments of our limited resources, market reception of our platform and open source model, competition from other companies, attracting and retaining customers, hiring, integrating, training and retaining skilled personnel, developing new solutions and unforeseen expenses. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change, or if we do not address these risks successfully, our operating and financial results could be adversely affected.

If the market for our data management, machine learning and analytics platform develops more slowly than we expect, our growth may slow or stall, and our operating results could be harmed.

The market for a data management, machine learning and analytics platform is relatively new, rapidly evolving and unproven. Our future success will depend in large part on our ability to penetrate the existing market for data management, machine learning and analytics platforms, as well as the continued growth and expansion of that market. It is difficult to predict customer adoption and renewals of our subscriptions, customer demand for our platform, the size, growth rate and expansion of this market, the entry of competitive products or the success of existing competitive products. Our ability to penetrate the existing market for data management, machine learning and analytics platforms and any expansion of that market depends on a number of factors, including the cost, performance and perceived value associated with our platform, as well as potential customers’ willingness to adopt an alternative approach to data collection, storage and processing. If we or other data management providers experience security incidents, loss of customer data, disruptions in delivery or other problems, the market for data management, machine learning and analytics platforms as a whole, including our solutions, may be negatively affected. Furthermore, many potential customers have made significant investments in legacy data collection, storage and processing software and may be unwilling to invest in new solutions. If data management, machine learning and analytics platforms do not achieve widespread adoption, or there is a reduction in demand caused by a lack of customer acceptance, technological challenges, weakening economic conditions, security or privacy concerns, competing technologies and products, decreases in corporate spending or otherwise, it could result in decreased revenue and our business could be adversely affected.

We face intense competition and could lose market share to our competitors, which could adversely affect our business, financial condition and results of operations.

The market for data management, machine learning and analytics platforms is intensely competitive and characterized by rapid changes in technology, customer requirements, industry standards and frequent new product introductions and improvements. We anticipate continued challenges from current competitors, which in many cases are more established and enjoy greater resources than us, as well as by new entrants into the industry. If we are unable to anticipate or effectively react to these competitive challenges, our competitive position could weaken, and we could experience a decline in our growth rate or revenue that could adversely affect our business and results of operations.

Our main sources of current and potential competition fall into five categories:

public cloud providers who include proprietary data management, machine learning and analytics offerings, such as Amazon Web Services, Google Cloud Platform and Microsoft Azure;

legacy data management product providers such as HP, IBM, Oracle and Teradata;

strategic and technology partners who may also offer our competitors’ technology or otherwise partner with them, including our strategic partners who provide Partner Solutions (as defined below) as they may offer a substantially similar solution based on a competitor’s technology;

cloud-only data management companies and open source companies; and

internal IT organizations that provide open source self‑support for their enterprises.

Many of our existing competitors have, and some of our potential competitors could have, substantial competitive advantages such as:

greater name recognition, longer operating histories and larger customer bases;

larger sales and marketing budgets and resources and the capacity to leverage their sales efforts and marketing expenditures across a broader portfolio of products;

broader, deeper or otherwise more established relationships with technology, channel and distribution partners and customers;

wider geographic presence or greater access to larger customer bases;

greater focus in specific geographies;

greater ease of use for cloud-only deployments;

lower labor and research and development costs;

larger and more mature intellectual property portfolios; and

substantially greater financial, technical and other resources to provide support, to make acquisitions and to develop and introduce new products.

In addition, some of our larger competitors have substantially broader and more diverse product and service offerings and may be able to leverage their relationships with distribution partners and customers based on other products or incorporate functionality into existing products to gain business in a manner that discourages users from purchasing our platform, including by selling at zero or negative margins, product bundling or offering closed technology ~~platforms such as IBM Watson.~~platforms. Potential customers may also prefer to purchase from their existing suppliers rather than a new supplier regardless of platform performance or features. As a result, even if the features of our platform are superior, customers may not purchase our solutions. These larger competitors often have broader product lines and market focus or greater resources and may therefore not be as susceptible to economic downturns

or other significant reductions in capital spending by customers. If we are unable to sufficiently differentiate our solutions from the integrated or bundled products of our competitors, such as by offering enhanced functionality, performance or value, we may see a decrease in demand for those solutions, which could adversely affect our business, operating results and financial condition.

In addition, new innovative start‑up companies, including emerging cloud-only data management companies, and larger companies that are making significant investments in research and development, may introduce products that have greater performance or functionality, are easier to implement or use, or incorporate technological advances that we have not yet developed or implemented or may invent similar or superior products and technologies that compete with our platform. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that may further enhance their resources.

Some of our competitors have made or could make acquisitions of businesses or enter into partnerships that allow them to offer more competitive and comprehensive solutions. As a result of such arrangements, our current or potential competitors may be able to accelerate the adoption of new technologies that better address customer needs, devote greater resources to bring these products and services to market, initiate or withstand substantial price competition, or develop and expand their product and service offerings more quickly than we do. These competitive pressures in our market or our failure to compete effectively may result in fewer orders, reduced revenue and gross margins and loss of market share. In addition, it is possible that industry consolidation may impact customers’ perceptions of the viability of smaller or even mid‑size software firms and consequently customers’ willingness to purchase from such firms.

We may not compete successfully against our current or potential competitors. If we are unable to compete successfully, or if competing successfully requires us to take costly actions in response to the actions of our competitors, our business, financial condition and results of operations could be adversely affected. In addition, companies competing with us may have an entirely different pricing or distribution model. Increased competition could result in fewer customer orders, price reductions, reduced revenue and gross margins and loss of market share. Further, we may be required to make substantial additional investments in research, development, marketing and sales in order to respond to such competitive threats, and we cannot assure you that we will be able to compete successfully in the future.

We may acquire or invest in companies and technologies, which may divert our management’s attention, and result in additional dilution to our stockholders. We may be unable to integrate acquired businesses and technologies successfully or achieve the expected benefits of such acquisitions or investments, including our recent merger with Hortonworks.

As part of our business strategy, we have acquired companies in the past and may evaluate and consider potential strategic transactions, including acquisitions of, or investments in, businesses, technologies, services, products and other assets in the future. For example, on January 3, 2019, we completed our merger with Hortonworks. We also may enter into relationships with other businesses to expand our solutions or our ability to provide services. An acquisition, investment or business relationship 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 the acquired companies, particularly if the key personnel of the acquired company choose not to work for us, their technology is not easily adapted to work with ours, or we have difficulty retaining the customers of any acquired business due to changes in ownership, management or otherwise. Negotiating these transactions can be time‑consuming, difficult and expensive, and our ability to close these transactions may often be subject to conditions or approvals that are beyond our control. Consequently, these transactions, even if undertaken and announced, may not close.

Even if we are able to complete acquisitions or enter into alliances and joint ventures that we believe will be successful, such transactions are inherently risky. Acquisitions, including the recently completed merger with Hortonworks, involve many risks, including the following:

an acquisition may negatively impact our results of operations because it:


–	may require us to incur charges, including integration and restructuring costs, both one‑time and ongoing, as well as substantial debt or liabilities, including unanticipated and unknown liabilities,


–	may cause adverse tax consequences, substantial depreciation or deferred compensation charges,


–	in the future may require amortization, goodwill and other intangible assets, or


–	may not generate sufficient financial returns for us to offset our acquisition costs;

we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;

an acquisition and integration process is complex, expensive and time consuming, and may disrupt our ongoing business, divert resources, increase our expenses and distract our management;

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

an acquisition may result in increased regulatory and compliance requirements;

an acquisition may result in increased uncertainty if we enter into businesses, markets or business models in which we have limited or no prior experience and in which competitors have stronger market positions;

we may encounter difficulties in maintaining the key business relationships and the reputations of the businesses we acquire, and we may be dependent on unfamiliar affiliates and partners of the companies we acquire;

we may fail to maintain sufficient controls, policies and procedures, including integrating any acquired business into our control environment;

we may fail to achieve anticipated synergies, including with respect to complementary software or services;

we may obtain unanticipated or unknown liabilities, including intellectual property or other claims, or become exposed to unanticipated risks in connection with any acquisition; and

an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience.

If we are unable to address these difficulties and challenges or other problems encountered in connection with any future acquisition or investment, we might not realize the anticipated benefits of that acquisition or investment, we might incur unanticipated liabilities or we might otherwise suffer harm to our business generally.

To the extent we pay the consideration for any future acquisitions or investments in cash, the payment would reduce the amount of cash available to us for other purposes. The merger with Hortonworks resulted in, and future acquisitions or investments could also result in, dilutive issuances of our equity securities or the incurrence of debt, contingent liabilities, amortization expenses, or impairment charges against goodwill on our balance sheet, any of which could harm our financial condition and negatively impact our stockholders.

The integration of our and Hortonworks’ platforms, each of which has operated independently prior to and may continue to operate independently for some time after the closing of the merger, presents significant challenges and we may not be successful at integrating the independent platforms or realizing the anticipated synergies and other expected benefits of the merger.

We completed our merger with Hortonworks in January 2019. Our efforts following the merger involve the integration of our and Hortonworks’ platforms and the development of new software offerings. While we expect to benefit from cost synergies due to increased operating efficiencies and leveraging economies of scale, those cost synergies may not be realized, or may not be realized to the extent forecasted. We will be required to devote

significant management attention and resources to the integration of the platforms. The potential difficulties we may encounter in the integration process include, but are not limited to, the following:

the inability to successfully consolidate our incumbent operations with Hortonworks’ in a manner that permits us to achieve the cost savings anticipated to result from our merger, which would result in the anticipated benefits of the merger not being realized in the time-frame currently anticipated or at all;

the complexities associated with integrating personnel from the merged companies who are familiar with each of the respective platforms, including combining independent employee cultures which could impact morale;

the failure to retain, or the extra costs associated with retaining, key employees of either of the two companies;

the complexities of combining two companies in general with different histories, cultures and portfolio assets;

the complexities of combining two independently operated platforms and releasing an integrated platform (and possible delays associated therewith);

difficulties associated with developing and adopting a combined company product roadmap;

possible negative reaction to the discontinuation of support for projects or products historically offered by either Cloudera or Hortonworks;

the difficulty of cross-selling to each of the two companies’ customer bases;

hesitation or unwillingness by existing or new customers to purchase or expand consumption, in anticipation of an integrated platform offering in the future, or to purchase subscriptions based on our integrated platform following launch;

the uncertainty of the integrated company to our employees, customers and suppliers;

unanticipated impediments in integrating facilities, departments, systems (including accounting systems and sales operations systems), technologies, books and records, procedures and policies, and in maintaining uniform standards and controls, including internal control over financial reporting; and

performance shortfalls as a result of the diversion of management’s attention caused by integrating the companies’ operations and platforms post-merger.

In addition, events outside our control, including changes in regulations and laws as well as economic trends, could adversely affect our ability to realize the expected benefits from this merger. For all these reasons, it is possible that the integration process could result in the distraction of our management, the disruption of our ongoing business or inconsistencies in our operations, services, standards, controls, policies and procedures, any of which could adversely affect our ability to successfully integrate the independently operated platforms, to achieve the anticipated benefits of the merger, or could otherwise materially and adversely affect our business and financial results.

Because of the characteristics of open source software, there may be fewer technology barriers to entry in the open source market by new competitors and it may be relatively easy for new and existing competitors with greater resources than we have to compete with us.

One of the characteristics of open source software is that the governing license terms generally allow liberal modifications of the code and distribution thereof to a wide group of companies and/or individuals. As a result, others could easily develop new software products or services based upon those open source programs that compete with existing open source software that we support and incorporate into our platform. Such competition with use of the open source projects that we utilize can materialize without the same degree of overhead and lead time required by us, particularly if the customers do not value the differentiation of our proprietary components. It is possible for

new and existing competitors, including those with greater resources than ours, to develop their own open source software or hybrid proprietary and open source software offerings, potentially reducing the demand for, and putting price pressure on, our platform. In addition, some competitors make open source software available for free download or use or may position competing open source software as a loss leader. We cannot guarantee that we will be able to compete successfully against current and future competitors or that competitive pressure and/or the availability of open source software will not result in price reductions, reduced revenue and gross margins and loss of market share, any one of which could seriously harm our business.

If our customers do not renew or expand their subscriptions, or if they renew on less favorable terms, our future revenue and operating results will be harmed.

Our future success depends, in part, on our ability to sell renewals of subscriptions and expand the deployment of our platform with existing customers. While we generally offer subscriptions of up to three years in length, our customers often purchase one-year subscriptions which generally do not provide for automatic renewal or a right to terminate the subscription early. Our customers may not renew or expand the use of their subscriptions after the expiration of their current subscription agreements. In addition, our customers may opt for a lower‑priced edition of our platform or decrease their usage of our platform. Our existing customers generally have no contractual obligation to expand or renew their subscriptions after the expiration of the committed subscription period and given our limited operating history, we may not be able to accurately predict customer renewal rates. Our customers’ renewal and/or expansion pricing rates may decline or fluctuate as a result of factors, including, but not limited to, their satisfaction with our platform and our customer support, including the integrated platform we are developing combining Cloudera and Hortonworks technologies, the frequency and severity of software and implementation errors, our platform’s reliability, the pricing of our subscriptions and services or of competing solutions or services, the effects of global economic conditions and their ability to continue their operations and spending levels. If our customers renew their subscriptions, they may renew for shorter contract lengths, less usage or on other terms that are less economically beneficial to us. We have limited historical data with respect to rates of customer subscription renewals, so we may not accurately predict future renewal trends. We cannot assure you that our customers will renew or expand their subscriptions, and if our customers do not renew their agreements or renew on less favorable terms or for less usage, our revenue may grow more slowly than expected or decline and our business could suffer.

Achieving renewal or expansion of subscriptions may require us to increasingly engage in sophisticated and costly sales efforts that may not result in additional sales. In addition, the rate at which our customers expand the deployment of our platform depends on a number of factors, including general economic conditions, the functioning of our solutions, the ability of our field organization, together with our partner ecosystem, to assist our customers in identifying new use cases, modernizing their data architectures, and achieving success with data‑driven initiatives and our customers’ satisfaction with our customer support. If our efforts to expand penetration within our customers are not successful, our business may suffer.

Our sales cycles can be long, unpredictable and vary seasonally, particularly with respect to large subscriptions, and our sales efforts require considerable time and expense.

Our results of operations may fluctuate, in part, because of the resource‑intensive nature of our sales efforts, the length and variability of the sales cycle for our platform and the difficulty in making short‑term adjustments to our operating expenses. The timing of our sales is difficult to predict. The length of our sales cycle, from initial evaluation to payment for our subscriptions is generally four to nine months, but can vary substantially from customer to customer. Our sales cycle can extend to more than 18 months for some customers. Our sales efforts involve educating our customers about the use, technical capabilities and benefits of our platform, solutions and open source model. Customers often undertake a prolonged evaluation process, which frequently involves not only our platform but also those of other companies. Some of our customers initially deploy our platform on a limited basis, with no guarantee that these customers will deploy our platform widely enough across their organization to justify our substantial pre‑sales investment. As a result, it is difficult to predict exactly when, or even if, we will make a sale to a potential customer or if we can increase sales to our existing customers. Large individual sales have, in some cases, occurred in quarters subsequent to those we anticipated, or have not occurred at all. If our sales cycle lengthens or our substantial upfront investments do not result in sufficient revenue to justify our investments, our operating results could be adversely affected.

We have seasonal and end-of-quarter concentration of our sales, which impacts our ability to plan and manage cash flows and margins. Our sales vary by season, with the fourth quarter typically being our largest. In addition, within each quarter, most sales occur in the last month of that quarter. Therefore, it is difficult to determine whether we are achieving our quarterly expectations until near the end of the quarter, with seasonality magnifying the difficulty for determining whether we will achieve annual expectations. Most of our expenses are relatively fixed or require time to adjust. Therefore, if expectations for our business are not accurate, we may not be able to adjust our cost structure on a timely basis and margins and cash flows may differ from expectations.

We do not have an adequate history with our subscription or pricing models to accurately predict the long-term rate of customer adoption or renewal, or the impact these will have on our revenue or operating results.

We have limited experience with respect to determining the optimal prices and pricing models for our solutions, especially as we integrate with Hortonworks and develop new offerings such as the Cloudera Data Platform. As the markets for our solutions mature, or as new competitors introduce new products or services that compete with ours, we may be unable to attract new customers at the same price or based on the same pricing model as we have used historically. Moreover, large customers, which are the focus of our sales efforts, may demand greater price concessions. Additionally, the renewal rate of our large customers may have more significant impact period to period on our revenue and operating results. As a result, in the future we may be required to reduce our prices, which could adversely affect our revenue, gross margin, profitability, financial position and cash flow. In addition, as an increasing amount of our business may move to our cloud‑based solutions for transient workloads and the use of our consumption‑based pricing model may represent a greater share of our revenue, our revenue may be less predictable or more variable than our historical revenue from a time period‑based subscription pricing model. Moreover, a consumption‑based subscription pricing model may ultimately result in lower total cost to our customers over time, or may cause our customers to limit usage in order to stay within the limits of their existing subscriptions, reducing overall revenue or making it more difficult for us to compete in our markets.

Our results may fluctuate significantly from period to period, which could adversely impact the value of our common stock.

Our results of operations, including our revenue, net revenue expansion rate, gross margin, profitability and cash flows, may vary significantly in the future, and period‑to‑period comparisons of our operating results may not be meaningful. Accordingly, our results for any particular period should not be relied upon as an indication of future performance. Our financial results may fluctuate from period to period as a result of a variety of factors, many of which are outside of our control. Fluctuation in periodic results may adversely impact the value of our common stock. Factors that may cause fluctuations in our periodic financial results include, without limitation, those listed elsewhere in this “Risk Factors” section and those listed below:

the budgeting cycles and purchasing practices of our customers, including their tendency to purchase in the fourth quarter of our fiscal year, near the end of each quarter, and the timing of subsequent contract renewals;

the achievement of milestones in connection with delivery of services, impacting the timing of services revenue recognition;

subscriptions from large enterprises;

price competition;

our ability to attract and retain new customers;

our ability to expand penetration within our existing customer base;

the timing and success of new solutions by us and our competitors;

the timing and success of our product ~~releases following our merger with Hortonworks;~~

releases;

changes in customer requirements or market needs and our ability to make corresponding changes to our business;

changes in the competitive landscape, including consolidation among our competitors or customers;

general economic conditions, both domestically and in our foreign markets;

the timing and amount of certain payments and expenses, such as research and development expenses, sales commissions and stock‑based compensation;

our inability to adjust certain fixed costs and expenses, particularly in research and development, for changes in demand;

increases or decreases in our revenue and expenses caused by fluctuations in foreign currency exchange rates, as an increasing portion of our revenue is collected, and expenses are incurred and paid in currencies other than the U.S. dollar;

the cost of and potential outcomes of existing and future claims or litigation, which could have a material adverse effect on our business;

future accounting pronouncements and changes in our accounting policies; and

changes in tax laws, or tax regulations and governmental regulations.

Any one of the factors above or the cumulative effect of some of the factors above may result in significant fluctuations in our operating results. This variability and unpredictability could result in our failure to meet our revenue or other operating result expectations or those of investors for a particular period. The failure to meet or exceed such expectations could have a material adverse effect on our business, results of operations and financial condition that could ultimately adversely affect our stock price.

Because we derive substantially all of our revenue from a single software platform, failure of this platform to satisfy customer demands or to achieve increased market acceptance could adversely affect our business, results of operations, financial condition and growth prospects.

We derive and expect to continue to derive substantially all of our revenue from our data management, machine learning and analytics platform. As such, the market acceptance of our platform is critical to our continued success. Demand for our platform is affected by a number of factors beyond our control, including continued market acceptance, the timing of development and release of new products by our competitors, technological change, any developments or disagreements with the open source community and growth or contraction in our market. We expect the growth and proliferation of data to lead to an increase in the data analysis demands of our customers, and our platform may not be able to scale and perform to meet those demands or may not be chosen by users for those needs. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our platform and solutions, our business operations, financial results and growth prospects will be materially and adversely affected.

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

Companies in the software and technology industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. The litigation may involve patent holding companies or other adverse patent owners that have no relevant product revenue and against which our patents may therefore provide little or no deterrence. From time‑to‑time, third parties, including certain other companies, have asserted and may assert patent, copyright, trademark or other intellectual property rights against us, our partners or our customers. We

or our customers have received, and may in the future receive, notices that claim we have misappropriated, misused or infringed other parties’ intellectual property rights, and, to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement claims, which is not uncommon with respect to the enterprise software market.

There may be third‑party intellectual property rights, including issued or pending patents, that cover significant aspects of our technologies, or the technologies in our platform or business methods. We may be exposed to increased risk of being the subject of intellectual property infringement claims as a result of acquisitions, such as our merger with Hortonworks, and our incorporation of open source software into our platform, as, among other things, we have a lower level of visibility into the development process with respect to such technology or the care taken to safeguard against infringement risks. Any intellectual property claims, with or without merit, could be very time‑consuming, could be expensive to settle or litigate and could divert our management’s attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in our having to stop using, distributing or supporting technology found to be in violation of a third-party’s rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses. As a result, we may be required to develop alternative non‑infringing technology, which could require significant effort and expense. If we cannot license or develop technology for any infringing aspect of our business, we could be forced to limit or stop sales of our offerings and may be unable to compete effectively. Any of these results could adversely affect our business operations and financial results.

Third parties may also assert such claims against our customers or partners whom we typically indemnify against claims that our solutions infringe, misappropriate or otherwise violate the intellectual property rights of third parties, including in the third‑party open source components included in our platform, as well as our own open source and proprietary components. As the numbers of products and competitors in our market increase and overlaps occur, claims of infringement, misappropriation and other violations of intellectual property rights may increase.

Also, to the extent we hire personnel from competitors, we may be subject to allegations that they have been improperly solicited or have divulged proprietary or other confidential information.

Any failure to protect our intellectual property rights could impair our ability to protect our proprietary technology and our brand.

Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop under patent and other intellectual property laws of the United States and other jurisdictions outside of the United States so that we can prevent others from using our inventions and proprietary information. If we fail to protect our intellectual property rights adequately, our competitors may gain access to our technology, and our business may be harmed. In addition, defending our intellectual property rights may entail significant expense. Any of our patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. While we have patents and patent applications pending, we may be unable to obtain patent protection for the technology covered in our patent applications or the patent protection may not be obtained quickly enough to meet our business needs. In addition, our existing patents and any patents issued in the future may not provide us with competitive advantages, or may be successfully challenged by third parties.

Moreover, despite our efforts to protect our proprietary rights, unauthorized parties may attempt to copy aspects of our platform or offerings or obtain and use information that we regard as proprietary. We generally enter into confidentiality or license agreements with our employees, consultants, vendors and customers, and generally limit access to and distribution of our proprietary information. However, we cannot be certain that we have entered into such agreements with all parties who may have or have had access to our confidential information or that the agreements we have entered into will not be breached. We cannot guarantee that any of the measures we have taken will prevent misappropriation of our technology. Because we may be an attractive target for cybersecurity attacks, we may have a greater risk of unauthorized access to, and misappropriation of, our proprietary information.

Furthermore, legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain, and we also may face proposals to change the scope of protection for some intellectual

property right. Effective patent, trademark, copyright and trade secret protection may not be available to us in every country in which our products or services are available. The laws of some countries may not be as protective of intellectual property rights as those in the United States, and mechanisms for enforcement of intellectual property rights may be inadequate. Also, our involvement in standard setting activity or the need to obtain licenses from others may require us to license our intellectual property. Accordingly, despite our efforts, we may be unable to prevent third parties from using our intellectual property.

We may be required to spend significant resources to monitor and protect our intellectual property rights and we may conclude that in at least some instances the benefits of protecting our intellectual property rights may be outweighed by the expense. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Any litigation, whether or not it is resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel.

We do not control and may be unable to predict the future course of open source technology development, including the ongoing development of open source components used in our platform, which could reduce the market appeal of our platform and damage our reputation.

We do not control many aspects of the development of the open source technology in our platform. Different groups of open source software programmers collaborate with one another to develop the software projects in our platform. Given the disparate inputs from various developers, we cannot control entirely how an open source project develops and matures. Also, different open source projects may overlap or compete with the ones that we incorporate into our platform. The technology developed by one group for one project may become more widely used than that developed by others. If we acquire or adopt a new technology and incorporate it into our platform but a competing technology becomes more widely used or accepted, the market appeal of our platform may be reduced and that could harm our reputation, diminish our brand and result in decreased revenue.

If open source software programmers, many of whom we do not employ, or our own internal programmers do not continue to develop and enhance open source technologies, we may be unable to develop new technologies, adequately enhance our existing technologies or meet customer requirements for innovation, quality and price.

We rely to a significant degree on a number of open source software programmers, or committers and contributors, to develop and enhance components of our platform. Additionally, members of the corresponding open source project management committees, many of whom are not employed by us, are primarily responsible for the oversight and evolution of the codebases of important components of the open source data management ecosystem. If the open source data management committers and contributors fail to adequately further develop and enhance open source technologies, or if the committees fail to oversee and guide the evolution of open source data management technologies in the manner that we believe is appropriate to maximize the market potential of our solutions, then we would have to rely on other parties, or we would need to expend additional resources, to develop and enhance our platform. We also must devote adequate resources to our own internal programmers to support their continued development and enhancement of open source technologies, and if we do not do so, we may have to turn to third parties or experience delays in developing or enhancing open source technologies. We cannot predict whether further developments and enhancements to these technologies would be available from reliable alternative sources. In either event, our development expenses could be increased and our technology release and upgrade schedules could be delayed. Delays in developing, completing or delivering new or enhanced components to our platform could cause our offerings to be less competitive, impair customer acceptance of our solutions and result in delayed or reduced revenue for our solutions.

Our software development and licensing model could be negatively impacted if the Apache License, Version 2.0 is not enforceable or is modified so as to become incompatible with other open source licenses.

Important components of our platform have been provided under the Apache License, Version 2.0. This license states that any work of authorship licensed under it, and any derivative work thereof, may be reproduced and distributed provided that certain conditions are met. It is possible that a court would hold this license to be unenforceable or that someone could assert a claim for proprietary rights in a program developed and distributed under it. Any ruling by a court that this license is not enforceable, or that open source components of our platform may not be reproduced or distributed, may negatively impact our distribution or development of all or a portion of

our solutions. In addition, at some time in the future it is possible that important components of the open source projects in our platform that may be distributed under a different license or the Apache License, Version 2.0, which governs Hadoop, Spark and other current elements of our platform, may be modified, which could, among other consequences, negatively impact our continuing development or distribution of the software code subject to the new or modified license.

Further, full utilization of our platform may depend on software, applications, hardware and services from various third parties, and these items may not be compatible with our platform and its development or available to us or our customers on commercially reasonable terms, or at all, which could harm our business.

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

Our solutions include software covered by open source licenses, which may include, by way of example, GNU General Public License and the Apache License. We do not own all of the open source technology in our platform and the ownership of the open source technology in our platform may not be easily determinable by us. Rather, we rely on the Apache Software Foundation (ASF) as well as certain other third-party open source contributors to ensure that the open source contributions to our platform are properly owned by the committers and contributors who contribute the open source technology and that such contributions do not infringe on other parties’ intellectual property rights. Moreover, the terms of certain of the open source licenses have not been interpreted by United States or other courts, and there is a risk that such licenses could be construed in a manner that is incompatible with our current business model, imposing unanticipated conditions or restrictions on our ability to market our solutions. We, our customers and the ASF may have received, or may in the future receive, notices that claim we have misappropriated, misused or infringed other parties’ intellectual property rights, and, to the extent products based on the open source data management ecosystem gain greater market visibility, we, our customers, and the ASF, face a

higher risk of being the subject of intellectual property infringement claims. In addition, we or our customers could be subject to lawsuits by parties claiming ownership of (or that different license terms apply to) what we believe to be open source software, or seeking to enforce the terms of an open source license. By the terms of certain open source licenses, we could be required to release the source code of our proprietary software, and to make our proprietary software available under open source licenses, if we combine our proprietary software with open source software in a certain manner. In the event that portions of our proprietary software are determined to be impacted by an open source license, we could be required to publicly release the affected portions of our source code, re‑engineer all or a portion of our technologies, or otherwise be limited in the licensing of our technologies and services, each of which could reduce or eliminate the value of our technologies and cause us to have to significantly alter our current business model. These claims could also result in litigation (including litigation against our customers or partners, which could result in us being obligated to indemnify our customers or partners against such litigation), require us to purchase a costly license or require us to devote additional research and development resources to change our solutions, any of which could have a negative effect on our business and operating results. In addition, if the license terms for the open source code change, we may be forced to re‑engineer our solutions or incur additional costs to find alternative tools. Further, changes in our software licensing model may impact future revenue growth rates.

In addition to risks related to license requirements, usage of open source software can lead to greater risks than use of third‑party commercial software, as open source licensors generally do not provide warranties, support, indemnity or assurance of title or controls on origin of the software. Further, some open source projects have known vulnerabilities and architectural instabilities and are provided on an “as‑is” basis. Many of these risks associated with usage of open source software, such as the lack of warranties or assurances of title, cannot be eliminated, and could, if not properly addressed, negatively affect the performance of our platform and our business. In addition, we are often required to absorb these risks in our customer and partner relationships by agreeing to provide warranties, support and indemnification with respect to such third-party open source software. While we have established processes intended to alleviate these risks, we cannot assure that these measures will reduce these risks.

Because our business relies on the Apache Software Foundation, our business could be harmed by the decisions made by the ASF or claims or disputes directed at or reputational harm otherwise suffered by the ASF.

Our business relies on the ASF, a non‑profit corporation that supports Apache open source software projects. We do not control nor can we predict the decisions the ASF will make with respect to the further development and enhancement of open source technologies which may impact our business. For example, the reduction or elimination of support of Hadoop, Spark or other technologies by the ASF, the migration of Hadoop, Spark and other open source data management technology to an organization other than the ASF, or any other actions taken by the ASF or the Hadoop project may impact our business model. Moreover, if the ASF is subject to claims, disputes or otherwise suffers reputational harm, our business, results of operations, financial condition and growth prospects could be harmed if customers perceive our solutions to be risky or inferior to data management solutions which do not rely on the ASF for continued development and enhancement of open source technologies.

Security and privacy breaches may hurt our business.

Any security breach, including those resulting from a cybersecurity attack, or any unauthorized access, unauthorized usage, virus or similar breach or disruption could result in the loss of confidential information, damage to our reputation, early termination of our contracts, litigation, regulatory investigations or other liabilities. If our security measures or the security measures we have provided to customers are breached as a result of third‑party action, employee error, malfeasance or otherwise and, as a result, someone obtains unauthorized access to our customers’ confidential information, our reputation may be damaged, our business may suffer and we could incur significant liability.

Techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target. As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived security breach occurs, the market perception of our security measures could be harmed and we could lose sales and customers.

In addition, many of our customers use our platform to store and process vast quantities of private and otherwise sensitive data that are critical to their businesses. They may have a greater sensitivity to security defects in

our products than to defects in other, less critical, software products. An actual or perceived security breach or theft of the business‑critical data of one of our customers, regardless of whether the breach is attributable to the failure of our products or services, could adversely affect the market’s perception of our security products. Moreover, if a high‑profile security breach occurs with respect to another data management, machine learning and analytics platform provider, our customers and potential customers may lose trust in the security of data management, machine learning and analytics platforms generally, which could adversely impact our ability to retain existing customers or attract new ones.

Real or perceived errors, failures, bugs or disruptions in our platform and solutions could adversely affect our reputation and business could be harmed.

Our platform and solutions are very complex and have contained and may contain undetected defects or errors, especially when solutions are first introduced or enhanced, or as we combine our previously separate (and separately developed) Cloudera and Hortonworks technologies. In addition, our platform employs open source software and to the extent that our solutions depend upon the successful operation of open source software in conjunction with our solutions, any undetected errors or defects in this open source software could prevent the deployment or impair the functionality of our solutions, delay new solutions’ introductions, result in a failure of our solutions, result in liability to our customers, and injure our reputation.

If our platform is not implemented or used correctly or as intended, inadequate performance and disruption in service may result. Moreover, as we acquire companies, such as through our merger with Hortonworks, and integrate new open source data management projects, we may encounter difficulty in incorporating the newly‑obtained technologies into our platform and maintaining the quality standards that are consistent with our reputation.

Since our customers use our platform and solutions for important aspects of their business, any errors, defects, disruptions in service or other performance problems could hurt our reputation and may damage our customers’ businesses. Furthermore, defects in our platform and solutions may require us to implement design changes or

software updates. Any defects or errors in our platform and solutions, or the perception of such defects or errors, could result in:

expenditure of significant financial and product development resources in efforts to analyze, correct, eliminate or work around errors or defects;

loss of existing or potential customers or channel partners;

delayed or lost revenue;

delay or failure to attain market acceptance;

delay in the development or release of new solutions or services;

negative publicity, which will harm our reputation;

warranty claims against us, which could result in an increase in our provision for doubtful accounts;

an increase in collection cycles for accounts receivable or the expense and risk of litigation; and

harm to our results of operations.

Although we have contractual protections, such as warranty disclaimers and limitation of liability provisions, in our standard terms and conditions of sale, they may not fully or effectively protect us from claims by customers, partners or other third parties. Any insurance coverage we may have may not adequately cover all claims asserted against us, or cover only a portion of such claims. In addition, even claims that ultimately are unsuccessful could result in our expenditure of funds in litigation and divert management’s time and other resources.

If we are unable to hire, retain, train and motivate qualified personnel and senior management, our business could be harmed.

Our future success depends, in part, on our ability to continue to attract, integrate and retain qualified and highly skilled personnel. In particular, we are substantially dependent on the continued service of our existing engineering personnel because of the complexity of our platform and are also highly dependent on the contributions of our executive team. The loss of any key personnel could make it more difficult to manage our operations and research and development activities, reduce our employee retention and revenue, disrupt our relationships with our employees, customers and vendors, and impair our ability to compete. Any significant leadership change or senior management transition involves inherent risk and any failure to ensure the timely and suitable replacement and a smooth transition could hinder our strategic planning, execution and future performance. Although we have entered into employment offer letters with our key personnel, these agreements have no specific duration and constitute at‑will employment. We do not maintain key person life insurance policies on any of our employees. The loss of one or more of our key employees could seriously harm our business. If we are unable to attract, integrate, or retain the qualified and highly skilled personnel required to fulfill our current or future needs, our business, financial condition and operating results could be harmed.

Competition for highly skilled personnel is often intense, especially in the San Francisco Bay Area where we have a substantial presence and need for highly skilled personnel. We may not be successful in attracting, integrating or retaining qualified personnel to fulfill our current or future needs. 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. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of our common stock declines, it may adversely affect our ability to hire or retain highly skilled employees. In addition, we may periodically change our equity compensation practices, which may include reducing the number of employees eligible for equity awards or reducing the size of equity awards granted per employee. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business and future growth prospects could be harmed.

We have experienced rapid growth in recent periods and expect our growth to continue. If we fail to effectively manage our growth, our business and operating results could be adversely affected.

We have experienced and may continue to experience rapid growth in our headcount and operations, which has placed and will continue to place significant demands on our managerial, administrative, operational, financial and other resources. For example, our employee headcount after our merger with Hortonworks increased from approximately 1,600 employees as of January 31, 2018 to approximately 2,900 employees as of January 31, 2019, of which approximately 1,350 employees are from our merger with Hortonworks. This growth has placed, and any future growth will place, significant demands on our management and our operational and financial infrastructure. To manage this growth effectively, we must continue to improve our operational, financial and management systems and controls by, among other things:

recruiting, training, integrating and retaining new employees, particularly for our sales and research and development teams;

developing and improving our internal administrative infrastructure, particularly our financial, operational, compliance, recordkeeping, communications and other internal systems;

managing our international operations and the risks associated therewith;

integrating the employees, infrastructure and operations associated with the Hortonworks merger;

maintaining high levels of satisfaction with our platform among our customers; and

effectively managing expenses related to any future growth.

If we fail to manage our growth, or if we fail to implement improvements or maintain effective internal controls, our costs and expenses may increase more than we plan and our ability to expand our customer base,

enhance our platform, develop new solutions, expand penetration within existing customers, respond to competitive pressures or otherwise execute our business plan, our business and operating results could be adversely affected.

Because we recognize a substantial portion of our subscription revenue from our platform over the subscription term, downturns or upturns in new sales and renewals will not be immediately reflected in our operating results.

We generally recognize subscription revenue ratably over the term of the subscription period. As a result, most of the revenue we report in each quarter is derived from the recognition of deferred revenue relating to subscriptions entered into during previous quarters. Consequently, a decline in new or renewed subscriptions, or a reduction in expansion rates, in any single quarter could have only a small impact on our revenue results during that quarter or subsequent period. Such a decline or deceleration, however, will negatively affect our revenue or revenue growth rates in future quarters. Accordingly, the effect of these changes or events may not be fully reflected in our results of operations until future periods. Given the ratable nature of our revenue recognition, our subscription model also makes it difficult for us to rapidly increase our revenue through additional sales in any period. We may be unable to adjust our cost structure to reflect the changes in revenue. In addition, a significant majority of our costs are expensed as incurred, while revenue is generally recognized over the life of the customer agreement. As a result, increased growth in the number of our customers could result in our recognition of more costs than revenue in the earlier periods of the terms of our agreements.

Our revenue growth depends in part on the success of our strategic relationships with third parties and their continued performance.

We seek to grow our partner ecosystem as a way to grow our business. To grow our business, we anticipate that we will continue to establish and maintain relationships with third parties, such as resellers, OEMs, system integrators, independent software and hardware vendors and platform and cloud service providers. In addition, we work closely with select vendors (Partner Solutions) to design solutions to specifically address the needs of certain industry verticals or use cases within those verticals. As our agreements with strategic partners terminate or expire, we may be unable to renew or replace these agreements on comparable terms, or at all. Moreover, we cannot guarantee that the companies with which we have strategic relationships will continue to devote the resources

necessary to expand our reach, increase our distribution and increase the number of Partner Solutions and associated use cases. In addition, customer satisfaction with Partner Solutions may be less than anticipated, negatively impacting anticipated revenue growth and results of operations. Further, some of our strategic partners offer competing products and services or also work with our competitors. As a result of these factors, many of the companies with which we have strategic alliances may choose to pursue alternative technologies and develop alternative products and services in addition to or in lieu of our platform, either on their own or in collaboration with others, including our competitors. If we are unsuccessful in establishing or maintaining our relationships with third parties, our ability to compete in the marketplace or to grow our revenue could be impaired and our operating results may suffer. Even if we are successful in establishing and maintaining these relationships with third parties, we cannot assure you that these relationships will result in increased customer usage of our platform or increased revenue.

The sum of our revenue and changes in deferred revenue may not be an accurate indicator of business activity within a period.

Investors or analysts sometimes look to the sum of our revenue and changes in deferred revenue as an indicator of business activity in a period for businesses such as ours, sometimes referred to as “estimated billings.” However, these measures may significantly differ from underlying business activity for a number of reasons including:

a relatively large number of transactions occur at the end of the quarter. Invoicing of those transactions may or may not occur before the end of the quarter based on a number of factors including receipt of information from the customer, volume of transactions and holidays. A shift of a few days has little economic impact on our business, but will shift deferred revenue from one period into the next;

multi‑year upfront billings that may distort trends;

subscriptions that have deferred start dates;

services that are invoiced upon delivery; and

changes in revenue recognition resulting from ASC 606 adoption.

Accordingly, we do not believe that estimated billings is an accurate indicator of future revenue for any given period of time. However, many companies that provide subscriptions report changes in estimated billings as a key operating or financial metric, and it is possible that analysts or investors may view this metric as important. Thus, any changes in our estimated billings could adversely affect the market price of our common stock.

If our new components and enhancements to our platform do not achieve sufficient market acceptance, our financial results and competitive position will suffer.

We spend substantial amounts of time and money to research and develop new components and enhancements of our platforms to incorporate additional features, improve functionality or add other enhancements in order to meet our customers’ rapidly evolving demands. When we develop a new component or enhancement to our platform, whether open source or proprietary, we typically incur expenses and expend resources upfront to develop, market and promote the new component. Therefore, when we develop and introduce new components or enhancements to our platform, they must achieve high levels of market acceptance in order to justify the amount of our investment in developing and bringing them to market.

Our new components or enhancements to our platform and changes to our platform could fail to attain sufficient market acceptance for many reasons, including:

our failure to predict market demand accurately in terms of platform functionality, including curating new open source projects, and to supply a platform that meets this demand in a timely fashion;

delays in releasing to the market our new components or enhancements to our platform to the market;

defects, errors or failures;

complexity in the implementation or utilization of the new components and enhancements;

negative publicity about the platform’s performance or effectiveness;

introduction or anticipated introduction of competing platforms by our competitors;

poor business conditions for our end‑customers, causing them to delay IT purchases; and

reluctance of customers to purchase platforms incorporating open source software or to purchase hybrid platforms.

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

If we do not effectively hire, retain, train and oversee our direct sales force, we may be unable to add new customers or increase sales to our existing customers, and our business may be adversely affected.

We continue to be substantially dependent on our direct sales force to obtain new customers and increase sales with existing customers. There is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve significant revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of sales personnel to support our growth, particularly in international markets. In addition, partly due to our merger with Hortonworks, a large percentage of our sales force is new to our company. New hires require significant training and may take significant time before they achieve full productivity, especially as the legacy Hortonworks sales personnel and legacy Cloudera sales personnel learn to sell products previously offered by the other company, as well as new offerings developed by the combined company. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to

hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, growth of our direct sales force leads to increasing difficulty and complexity in its organization, management and leadership, at which we may prove unsuccessful. If we are unable to hire and train a sufficient number of effective sales personnel, we are ineffective at overseeing a growing sales force, or the sales personnel we hire are otherwise unsuccessful in obtaining new customers or increasing sales to our existing customer base, our business will be adversely affected.

As we expand internationally, our business will become more susceptible to risks associated with international operations.

We have expanded internationally and intend to continue such international expansion. For example, we sell the various editions of our platform through our direct sales force, which is comprised of inside sales and field sales personnel, and is located in a variety of geographic regions, including the United States, Europe and Asia, and have customers located in over 90 countries as of January 31, 2019. We intend to continue to expand internationally.

Conducting international operations subjects us to risks that we have not generally faced in the United States. These risks include:

challenges caused by distance, language, cultural and ethical differences and the competitive environment;

heightened risks of unethical, unfair or corrupt business practices, actual or claimed, in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of, and irregularities in, financial statements;

foreign exchange restrictions and fluctuations in currency exchange rates, including that, because a majority of our international contracts are denominated in U.S. dollars, an increase in the strength of the U.S. dollar may make doing business with us less appealing to a non‑U.S. dollar denominated customer;

application of multiple and conflicting laws and regulations, including complications due to unexpected changes in foreign laws and regulatory requirements;

risks associated with trade restrictions and foreign import requirements, including the importation, certification and localization of our solutions required in foreign countries, as well as changes in trade, tariffs, restrictions or requirements;

new and different sources of competition;

potentially different pricing environments, longer sales cycles and longer accounts receivable payment cycles and collections issues;

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

potentially adverse tax consequences, including multiple and possibly overlapping tax structures, the complexities of foreign value‑added tax systems, restrictions on the repatriation of earnings and changes in tax rates;

greater difficulty in enforcing contracts, accounts receivable collection and longer collection periods;

the uncertainty and limitation of protection for intellectual property rights in some countries;

increased financial accounting and reporting burdens and complexities;

lack of familiarity with local laws, customs and practices, and laws and business practices favoring local competitors or partners; and

political, social and economic instability abroad, terrorist attacks and security concerns in general.

The occurrence of any one of these risks could harm our international business and, consequently, our results of operations. Additionally, operating in international markets requires significant management attention and financial resources. We cannot be certain that the investment and additional resources required to operate in other countries will produce desired levels of revenue or profitability.

Some of our business partners also have international operations and are subject to the risks described above. Even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage these risks.

Our business in countries with a history of corruption and transactions with foreign governments increase the risks associated with our international activities.

As we operate and sell internationally, we are subject to the Foreign Corrupt Practices Act (FCPA), the United Kingdom Bribery Act of 2010 (UK Bribery Act), and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties for the purpose of obtaining or retaining business. We have operations, deal with and make sales to governmental customers in countries known to experience corruption, particularly certain emerging countries in Africa, East Asia, Eastern Europe, South America and the Middle East. Our activities in these countries create the risk of unauthorized payments or offers of payments by one of our employees, consultants, sales agents or channel partners that could be in violation of various anti‑corruption laws, even though these parties may not be under our control. While we have implemented policies and controls intended to prevent these practices by our employees, consultants, sales agents and channel partners, our existing safeguards and any future improvements may prove to be less than effective, and our employees, consultants, sales agents or channel partners may engage in conduct for which we might be held responsible. Violations of the FCPA, the UK Bribery Act and other laws may result in severe criminal or civil sanctions, including suspension or debarment from U.S. government contracting, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition.

We are subject to governmental export control, sanctions and import laws and regulations that could subject us to liability or impair our ability to compete in international markets.

Because we incorporate encryption functionality into our platform (including any products comprising the platform), we are subject to certain U.S. export control laws that apply to encryption items. As such, our platform may be exported outside the United States through an export license exception; an export license is required to certain countries, end‑users and end‑uses. If we were to fail to comply with such U.S. export controls laws, U.S. customs regulations, U.S. economic sanctions, or other similar laws, we could be subject to both civil and criminal penalties, including substantial fines, possible incarceration for employees and managers for willful violations, and the possible loss of our export or import privileges. Obtaining the necessary export license for a particular sale or offering may not be possible and may be time‑consuming and may result in the delay or loss of sales opportunities. Furthermore, U.S. export control laws and economic sanctions prohibit the export of products to certain U.S. embargoed or sanctioned countries, governments and persons, as well as for prohibited end‑uses. Monitoring and ensuring compliance with these complex U.S. export control laws is particularly challenging because our platform and related services are widely distributed throughout the world and are available for download without registration. Even though we take precautions to ensure that we and our reseller partners comply with all relevant export control laws and regulations, any failure by us or our reseller partners to comply with such laws and regulations could have negative consequences for us, including reputational harm, government investigations and penalties.

In addition, various countries regulate the import of certain encryption technology, including through import permit and license requirements, and have enacted laws that could limit our ability to distribute our platform or could limit our end‑customers’ ability to implement our products in those countries. Changes in our products or changes in export and import regulations in such countries may create delays in the introduction of our platform into international markets, prevent our end‑customers with international operations from deploying our products globally or, in some cases, prevent or delay the export or import of our platform to certain countries, governments or persons altogether. Any change in export or import laws or regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing export, import or sanctions laws or regulations, or change in the countries,

governments, persons, or technologies targeted by such export, import or sanctions laws or regulations, could result in decreased use of our platform by, or in our decreased ability to export or sell our platform to, existing or potential end‑customers with international operations. Any decreased use of our platform or limitation on our ability to export to or sell our platform in international markets could adversely affect our business, financial condition and operating results.

We are exposed to fluctuations in currency exchange rates, which could negatively affect our operating results.

Our sales contracts are primarily denominated in U.S. dollars, and therefore substantially all of our revenue is not subject to foreign currency risk. However, a strengthening of the U.S. dollar could increase the real cost of our platform to our customers outside of the United States, which could adversely affect our operating results. In addition, an increasing portion of our operating expenses is incurred and an increasing portion of our assets is held outside the United States. These operating expenses and assets are denominated in foreign currencies and are subject to fluctuations due to changes in foreign currency exchange rates. If we are not able to successfully hedge against the risks associated with currency fluctuations, our operating results could be adversely affected.

Our failure to raise additional capital could reduce our ability to compete and could harm our business.

We expect that our existing cash and cash equivalents will be sufficient to meet our anticipated cash needs for the foreseeable future. However, if we change our business strategy, we may need to raise additional funds in the future, and we may not be able to obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our stockholders may experience significant dilution of their ownership interests and the per share value of our common stock could decline. Furthermore, if we engage in debt financing, the holders of debt would have priority over the holders of common stock, and we may be required to accept terms that restrict our ability to incur additional indebtedness. We may also be required to take other actions that would otherwise be in the interests of the debt holders and force us to maintain specified liquidity or other ratios, any of which could harm our business, operating results and financial condition.

We are exposed to the credit risk of some of our resellers and customers and to credit exposure in weakened markets, which could result in material losses.

Most of our sales are on an unsecured basis. Although we seek to mitigate these risks, we cannot be certain that these efforts will be effective in reducing our credit risks, especially as we expand our business internationally. If we are unable to adequately control these risks, our business, results of operations and financial condition could be harmed.

Federal, state, foreign government and industry regulations, as well as self‑regulation related to privacy and data security concerns, pose the threat of lawsuits and other liability.

We collect and utilize demographic and other information, including personally identifiable information, from and about our employees and our existing and potential customers and partners. Such information may be collected from our customers and partners when they visit our website or through their use of our products and interactions with our company and employees such as when signing up for certain services, registering for training seminars, participating in a survey, participating in polls or signing up to receive e‑mail newsletters.

A wide variety of domestic and international laws and regulations ~~(e.g.,~~(including, for example, the General Data Protection Regulation) apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. These data protection and privacy‑related laws and regulations are evolving and may result in regulatory and public scrutiny and escalating levels of enforcement and sanctions. Our failure to comply with applicable laws and regulations, or to protect such data, could result in enforcement action against us, including fines, claims for damages by customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing customers and prospective customers), any of which could have a material adverse effect on our operations, financial performance and business. Evolving and changing definitions of personal data and personal information within the European Union, the United States, and elsewhere may limit or inhibit our ability to operate or expand our business. Even the perception of privacy concerns, whether or not valid, may harm

our reputation, inhibit adoption of our products by current and future customers or adversely impact our ability to attract and retain workforce talent.

Loss, retention or misuse of certain information and alleged violations of laws and regulations relating to privacy and data security, and any relevant claims, may expose us to potential liability and may require us to expend significant resources on data security and in responding to and defending such allegations and claims. In addition, future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could impair our customers’ ability to collect, use or disclose data relating to individuals, which could decrease demand for our platform, increase our costs and impair our ability to maintain and grow our customer base and increase our revenue.

A portion of our revenue is generated by sales to government entities and heavily regulated organizations, which are subject to a number of challenges and risks.

A portion of our sales are to governmental entities. Additionally, many of our current and prospective customers, such as those in the financial services and health care industries, are highly regulated and may be required to comply with more stringent regulations in connection with subscribing to and deploying our platform. Selling to these entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that these efforts will result in a sale. Government and highly regulated entities often require contract terms that differ from our standard arrangements and impose compliance requirements that are complicated, require preferential pricing or “most favored nation” terms and conditions, or are otherwise time consuming and expensive to satisfy. If we undertake to meet special standards or requirements and do not meet them, we could be subject to increased liability from our customers or regulators. Even if we do meet them, the additional costs associated with providing our services to government and highly regulated customers could harm our margins. Moreover, changes in the underlying regulatory conditions that affect these types of customers could harm our ability to efficiently provide our services to them and to grow or maintain our customer base.

Additionally, government certification requirements for platforms like ours may change and in doing so restrict our ability to sell into certain government sectors until we have attained the revised certification. Government demand and payment for our solutions may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our solutions. Additionally, government entities routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government entity refusing to continue buying our solutions, a reduction of revenue, fines or civil or criminal liability if the audit uncovers improper or illegal activities, which could adversely impact our operating results. Furthermore, engaging in sales activities to foreign governments introduces additional compliance risks specific to the FCPA, the UK Bribery Act and other similar statutory requirements prohibiting bribery and corruption in the jurisdictions in which we operate.

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

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes‑Oxley Act of 2002 (Sarbanes‑Oxley Act), the Dodd‑Frank Wall Street Reform and Consumer Protection Act of 2010, the rules and regulations of the listing standards of the New York Stock Exchange and other applicable securities rules and regulations. Compliance with these rules and regulations increases our legal and financial compliance costs, makes some activities more difficult, time‑consuming or costly and increases demand on our systems and resources, particularly since we are no longer an “emerging growth company.” The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and operating results. The Sarbanes‑Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management’s attention may be diverted from other business concerns, which could adversely affect our business and operating results. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our costs and expenses.

In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue‑generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.

As of January 31, 2019, we are no longer an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (JOBS Act), and are now required to comply with additional disclosure and reporting requirements.

In addition, we have previously taken advantage of the JOBS Act’s reduced disclosure requirements applicable to “emerging growth companies” regarding executive compensation and exemptions from the requirements of holding advisory say-on-pay votes on executive compensation. We are no longer eligible for such reduced disclosure requirements and exemptions and ~~will~~are now also ~~have~~required to comply with any new or revised financial accounting standards applicable to public companies without an extended transition period. These additional reporting requirements may increase our legal and financial compliance costs and cause management and other personnel to divert attention from operational and other business matters to devote substantial time to these public company requirements. Failure to comply with these requirements could also subject us to enforcement actions by the SEC, further increase

costs and divert management’s attention, damage our reputation and adversely affect our business, operating results or financial condition.

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

As a result of disclosure of information in this Quarterly Report on Form 10-Q and in filings required of a public company, our business and financial condition are more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and

operating results could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and operating results.

If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.

As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes‑Oxley Act, and the rules and regulations of the listing standards of the New York Stock Exchange. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time‑consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes‑Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive officer and financial ~~officers.~~officer. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting‑related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls or any difficulties encountered in their implementation or improvement could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we ~~will be~~are required to include in our periodic reports that ~~will be~~are filed with the ~~SEC as we are no longer an “emerging growth company.”~~SEC.

Our independent registered public accounting firm is required to formally attest to the effectiveness of our internal control over financial reporting at the end of the current fiscal year. Our independent registered public accounting firm has to issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on our business and operating results and could cause a decline in the price of our common stock.

If we have material weaknesses in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. Moreover, failure to demonstrate continued compliance with Section 404 of the Sarbanes-Oxley Act could subject us to regulatory scrutiny and sanctions, impair our ability to raise revenue, cause investors to lose confidence in the accuracy and completeness of our financial reports, subject us to

stockholder or other third-party litigation as well as investigations and delisting, as applicable, by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, and negatively affect the trading price of our common stock.

Our financial results may be adversely affected by changes in accounting principles applicable to us.

Generally accepted accounting principles in the United States (GAAP) are subject to interpretation by the FASB, the SEC, and other various bodies formed to promulgate and interpret appropriate accounting principles. For example, in February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which became effective for the Company on February 1, 2019. Under the Topic 842 standard, most leases are required to be recognized on the balance sheet as right-of-use assets and corresponding lease liabilities. In May 2014, the FASB issued accounting

standards update No. 2014‑09 (Topic 606), Revenue from Contracts with Customers, which became effective for our annual reporting period for the year ended January 31, 2019. Topic 606 supersedes nearly all existing revenue recognition guidance under GAAP. Under the Topic 606 standard, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. Topic 606 has had a material impact on the amount and timing of revenue recognition. Refer to Note 2 in the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on Topic 842 and Topic 606 and their impacts on our condensed consolidated financial statements.

Changes in our provision for income taxes or adverse outcomes resulting from examination of our income tax returns could adversely affect our results.

We are subject to income taxation in the United States and numerous foreign jurisdictions. Determining our provision for income taxes requires significant management judgment. In addition, our provision for income taxes is subject to volatility and could be adversely affected by many factors, including, among other things, changes to our operating or holding structure, changes in the amounts of earnings in jurisdictions with differing statutory tax rates, changes in the valuation of deferred tax assets and liabilities and changes in tax laws. We could be subject to tax examinations in various jurisdictions. Tax authorities may disagree with our use of research and development tax credits, intercompany charges, cross‑jurisdictional transfer pricing or other matters and assess additional taxes. While we regularly assess the likely outcomes of these examinations to determine the adequacy of our provision for income taxes, there can be no assurance that the outcomes of such examinations will not have a material impact on our operating results and cash flows.

In addition, we may be subject to the examination of our income tax returns by the U.S. Internal Revenue Service and other tax authorities. We regularly assess the likelihood of adverse outcomes resulting from these examinations to determine the adequacy of our provision for income taxes. There can be no assurance that the outcomes from these continuous examinations will not have an adverse effect on our results of operations.

The enactment of legislation implementing changes in the United States of taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.

Recent changes to ~~United States~~U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to ~~United States~~U.S. tax laws that may be enacted in the future, could impact the tax treatment of our foreign earnings. Due to expansion of our international business activities, any changes in the ~~United States~~U.S.s taxation of such activities may increase our worldwide effective tax rate and adversely affect our financial position and results of operations.

Uncertainties in the interpretation and application of the 2017 Tax Cuts and Jobs Act could materially affect our tax obligations and effective tax rate.

Uncertainties in the interpretation and application of the 2017 Tax Cuts and Jobs Act (the Tax Act) could materially affect our tax obligations and effective tax rate. The Tax Act was enacted on December 22, 2017, and significantly changes how the ~~U.S.~~United States imposes income tax on multinational corporations. The U.S. Department of

Treasury has broad authority to issue regulations and interpretative guidance that may significantly impact how we will apply the law and affect our results of operations in the period issued. The Tax Act requires complex computations not previously provided in U.S. tax law. As such, the application of accounting guidance for such items is currently uncertain. Further, compliance with the Tax Act and the accounting for such provisions require accumulation of information not previously required or regularly produced.

Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.

In general, under Section 382 of the ~~United States~~U.S. Internal Revenue Code of 1986, as amended ~~or the Code,~~(the Code), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre‑change net operating losses (NOLs) to offset future taxable income. If our existing NOLs are subject to limitations arising from previous

ownership changes, our ability to utilize NOLs could be limited by Section 382 of the Code. For example, we recently performed an analysis to determine whether an ownership change had occurred since our inception which identified two historical ownership changes. While these limitations did not result in a material restriction on the use of our NOLs, future changes in our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code. Furthermore, our ability to utilize NOLs of companies that we may acquire in the future may be subject to limitations. Additionally, with our recent merger with Hortonworks, our existing NOLs may be subject to limitations and our combined company may not be able to fully use these NOLs to offset future taxable income. In addition, if the combined company undergoes any subsequent ownership change, its ability to utilize NOLs could be further limited. There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to utilize a portion of the NOLs reflected on our balance sheet, even if we attain profitability.

We have business and customer relationships with certain entities who are stockholders or are affiliated with our directors, or both, and conflicts of interest may arise because of such relationships.

Some of our customers and other business partners are affiliated with certain of our directors or hold shares of our capital stock, or both. For example, we have entered into strategic relationships and/or customer relationships with Intel Corporation, or Intel. Our director, Rosemary Schooler, is an employee of Intel, and Intel is a stockholder. We believe that the transactions and agreements that we have entered into with related parties are on terms that are at least as favorable as could reasonably have been obtained at such time from third parties. However, these relationships could create, or appear to create, potential conflicts of interest when our board of directors is faced with decisions that could have different implications for us and these other parties or their affiliates. In addition, conflicts of interest may arise between us and these other parties and their affiliates. The appearance of conflicts, even if such conflicts do not materialize, might adversely affect the public’s perception of us, as well as our relationship with other companies and our ability to enter into new relationships in the future, including with competitors of such related parties, which could harm our business and results of operations.

Adverse economic conditions may negatively impact our business.

Our business depends on the overall demand for information technology and on the economic health of our current and prospective customers. Any significant weakening of the economy in the United States or Europe and of the global economy, more limited availability of credit, a reduction in business confidence and activity, decreased government spending, economic uncertainty and other difficulties may affect one or more of the sectors or countries in which we sell our applications. Global economic and political uncertainty may cause some of our customers or potential customers to curtail spending, and may ultimately result in new regulatory and cost challenges to our international operations. In addition, a strong dollar could reduce demand for our products in countries with relatively weaker currencies. These adverse conditions could result in reductions in sales of our applications, longer sales cycles, reductions in subscription duration and value, slower adoption of new technologies and increased price competition. Any of these events could have an adverse effect on our business, operating results and financial position.

Our business is subject to the risks of earthquakes, fire, power outages, floods and other catastrophic events, and to interruption by man‑made problems such as terrorism.

A significant natural disaster, such as an earthquake, fire or a flood, or a significant power outage could have a material adverse impact on our business, financial condition and results of operations. Our corporate headquarters are located in Palo Alto, California, in a region known for seismic activity, and we have significant offices in San Francisco, Austin and New York City in the United States and internationally in Bangalore, Budapest, London, Ireland and Singapore. Further, if a natural disaster or terrorist event occurs in a region from which we derive a significant portion of our revenue, customers in that region may delay or forego purchases of our products, which may materially and adversely impact our results of operations for a particular period. For example, the west coast of the United States contains active earthquake zones and the eastern seaboard is subject to seasonal hurricanes while New York and the United Kingdom have suffered significant terrorist attacks. Additionally, we rely on our network and third‑party infrastructure and enterprise applications, internal technology systems and our website for our

development, marketing, finance, customer support, operational support, hosted services and sales activities. In the event of a major earthquake, hurricane or catastrophic event such as fire, power loss, floods, telecommunications failure, cyber‑attack, war or terrorist attack, we may be unable to continue our operations and may endure system interruptions, reputational harm, delays in our development of solutions, lengthy interruptions in our services, breaches of data security and loss of critical data, all of which could have an adverse effect on our operating results. All of the aforementioned risks may be augmented if the business continuity plans for us and our service providers prove to be inadequate. To the extent that any of the above results in delays or cancellations of customer orders, or the delay in the deployment of our products, our business, financial condition and results of operations could be adversely affected.

Risks Related to Ownership of Our Common Stock

The stock price of our common stock has been, and may continue to be, volatile or may decline regardless of our operating performance.

The market price for our common stock has been, and may continue to be, volatile. Since shares of our common stock were sold in our initial public offering in April 2017 at a price of $15.00 per share, our stock price has ranged from $4.89 to $23.35, through ~~August 30,~~November 27, 2019. The market price of our common stock may continue to fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors included in this Risk Factors section as well as:

overall performance of the equity markets;

actual or anticipated fluctuations in our operating results or net revenue expansion rate;

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

failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors, even if we meet our own projections;

recruitment or departure of key personnel, including as a result of our merger with Hortonworks;

the economy as a whole and market conditions in our industry;

rumors and market speculation involving us or other companies in our industry;

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

actual or anticipated developments in our business or our competitors’ businesses or the competitive landscape generally;

developments or disputes concerning our intellectual property or our offerings, or third‑party proprietary rights;

announced or completed acquisitions of businesses or technologies by us or our competitors, including our recent merger with Hortonworks;

our ability to achieve the planned synergies in the recent merger with Hortonworks;

dilution associated with our merger with Hortonworks;

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

changes in accounting standards, policies, guidelines, interpretations or principles;

new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

lawsuits threatened or filed against us;

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

sales of shares of our common stock by us or our stockholders.

In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. Stockholders have, from time to time, instituted securities class action litigation following periods of market volatility. For example, after we announced earnings for the quarter ended April 30, 2019, our stock price dropped and several securities litigation lawsuits were initiated. The current securities litigation cases, as well as any future securities litigation that we may become involved in, could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business, results of operations and cash flows.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.

The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts initiate research with an unfavorable rating or downgrade our common stock, provide a more favorable recommendation about our competitors, publish inaccurate or unfavorable research about our business or cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.

Our directors, executive officers and principal stockholders continue to have substantial control over us, which could limit your ability to influence the outcome of key transactions, including a change of control.

Our directors, executive officers and our stockholders who own greater than 5% of our outstanding common stock, together with their affiliates, beneficially own, in the aggregate, approximately ~~40.2%~~39.4% of our outstanding common stock, based on the number of shares outstanding as of ~~August 30,~~October 31, 2019. As a result, these stockholders, if acting together, have the ability to influence or control matters requiring approval by our stockholders, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. In addition, these stockholders, acting together, have the ability to influence or control the governance, management and affairs of our company. They may also have interests that differ from yours and may vote in a way with which you disagree, and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

The Icahn Group holds approximately ~~19.6%~~19.1% our outstanding common stock, based on the number of shares outstanding as of ~~August 30,~~October 31, 2019. Intel holds approximately ~~9.3%~~9.1% of our outstanding common stock, based on the

number of shares outstanding as of ~~August 30,~~October 31, 2019. As such, the Icahn Group and Intel could have considerable influence over matters such as approving a potential acquisition of us. The Icahn Group and Intel’s investment in and position in our company could also discourage others from pursuing any potential acquisition of us, which could have the effect of depriving the holders of our common stock of the opportunity to sell their shares at a premium over the prevailing market price.

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

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

Defensive measures in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.

Our amended and restated certificate of incorporation and amended and restated bylaws contain provisions that could delay or prevent a change in control of our company. These provisions could also make it difficult for stockholders to elect directors who are not nominated by the current members of our board of directors or take other corporate actions, including effecting changes in our management. These provisions include:

a classified board of directors with three‑year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our board of directors;

the ability of our board of directors to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of our board of directors or the resignation, death or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

the requirement that a special meeting of stockholders may be called only by the chairman of our board of directors, our chief executive officer, our lead director, if any, or a majority vote of our board of directors, which could delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

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the requirement for the affirmative vote of holders of at least 66²/₃% of the voting power of all of the then outstanding shares of the voting stock, voting together as a single class, to amend the provisions of our amended and restated certificate of incorporation relating to the issuance of preferred stock and management of our business or our amended and restated bylaws, which may inhibit the ability of an acquirer to effect such amendments to facilitate an unsolicited takeover attempt;

the ability of our board of directors to amend the bylaws, which may allow our board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt;

the requirement that in order for a stockholder to be eligible to propose a nomination or other business to be considered at an annual meeting of our stockholders, such stockholder must have continuously beneficially owned at least 1% of our outstanding common stock for a period of one year before giving such notice, which may discourage, delay or deter stockholders or a potential acquirer from conducting a solicitation of

proxies to elect their own slate of directors or otherwise attempting to obtain control of us or influence over our business; and

advance notice procedures with which stockholders must comply in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders’ meeting, which may discourage, delay or deter stockholders or a potential acquirer from conducting a solicitation of proxies to elect their own slate of directors or otherwise attempting to obtain control of us or influence over our business.

In addition, our 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 restated certificate of incorporation, or our restated bylaws; or any action asserting a claim against us that is governed by the internal affairs doctrine. This 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 any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find

the choice of forum provision contained in our 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, operating results and financial condition.

In addition, because we are incorporated in Delaware, we are governed by the provisions of the anti‑takeover provisions of the Delaware General Corporation Law, which may discourage, delay or prevent a change in control by prohibiting us from engaging in a business combination with an interested stockholder for a period of three years after the person becomes an interested stockholder, even if a change of control would be beneficial to our existing stockholders. Although we believe these provisions collectively provide for an opportunity to obtain greater value for stockholders by requiring potential acquirers to negotiate with our board of directors, they would apply even if an offer rejected by our board was considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following documents are filed as exhibits to this report:

Exhibit Index

~~Incorporated by Reference~~

~~Filed Herewith~~

~~Exhibit Number~~

~~Exhibit Description~~

~~Form~~

~~File No.~~

~~Exhibit~~

~~Filing Date~~

~~10.01~~

~~Share Acquisition and Restriction Agreement, dated July 31, 2019, between Thomas J. Reilly and Cloudera, Inc.~~

~~10.02~~

~~Amendment to Employment Offer Letter, dated July 31, 2019, from Cloudera, Inc. to Arun C. Murthy~~

~~10.03~~

~~Offer of Employment Letter of Interim Chief Executive Officer, effective as of July 31, 2019~~

~~31.01~~

~~Certification of Martin Cole, Interim Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

~~31.02~~

~~Certification of Jim Frankola, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~

32.01*

~~Certification of Martin Cole, Interim Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

32.02*

~~Certification of Jim Frankola, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002~~

~~101.INS~~

The following financial information from Cloudera Inc.'s Quarterly Report on Form 10-Q for the quarter ended July 31, 2019 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit), and (vi) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

Incorporated by Reference

Filed Herewith

Exhibit Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

10.01

Agreement between Cloudera, Inc. and affiliates of Icahn Enterprises L.P., dated August 12, 2019.

8-K

001-38069

10.01

8/12/2019

10.02

Confidentiality Agreement between Cloudera, Inc. and affiliates of Icahn Enterprises L.P., dated August 12, 2019.

8-K

001-38069

10.02

8/12/2019

31.01

Certification of Martin Cole, Interim Chief Executive Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.02

Certification of Jim Frankola, Chief Financial Officer, pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.01*

Certification of Martin Cole, Interim Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.02*

Certification of Jim Frankola, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

The following financial information from Cloudera Inc.'s Quarterly Report on Form 10-Q for the quarter ended October 31, 2019 are formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Loss, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Changes in Stockholders Equity (Deficit), and (vi) Notes to the Condensed Consolidated Financial Statements, tagged as blocks of text and including detailed tags.

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

~~101.SCH~~

~~Inline XBRL Taxonomy Extension Schema Document~~

~~101.CAL~~

~~Inline XBRL Taxonomy Extension Calculation Linkbase Document~~

~~101.DEF~~

~~Inline XBRL Taxonomy Definition Linkbase Document~~

~~101.LAB~~

~~Inline XBRL Taxonomy Extension Labels Linkbase Document~~

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


*	This certification is deemed not filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	CLOUDERA, INC.

~~September 4,~~December 6, 2019	By:	/s/ Martin Cole
		Martin Cole
		Interim Chief Executive Officer and Director
		(Principal Executive Officer)

~~September 4,~~December 6, 2019	By:	/s/ Jim Frankola
		Jim Frankola
		Chief Financial Officer
		(Principal Financial Officer)



	April 30, 2019		January 31, 2019
As previously reported, remaining performance obligations	$	719.8	$	803.6
Adjustment	17.5		(8.8		)
As adjusted, remaining performance obligations	$	737.3	$	794.8