Exhibit 16.1
[ARMANINO MCKENNA LLP LETTERHEAD]
| January 11, 2012 |
Office of the Accountant
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Re: Splunk Inc.
Dear Sirs:
We have received a copy of the proposed disclosure in response to Item 11(i) as it is expected to appear in Form S-1 of Splunk Inc. (the “Form S-1”) and have attached it as an appendix to this letter. We are in agreement with such proposed disclosure and confirm that there were no disagreements with the management of Splunk on any matter which, if not resolved to our satisfaction, would have caused us to make reference in our report to the matter.
We hereby consent to the filing of this letter as an exhibit to the Form S-1.
Sincerely, |
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/s/ Armanino McKenna, LLP |
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ARMANINO McKENNA, LLP |
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San Jose, California |
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APPENDIX
Changes in Accountants
Armanino McKenna LLP audited our financial statements for the year ended December 31, 2005 through the year ended December 31, 2009. Armanino McKenna’s reports for each of these periods did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
In July 2010, our audit committee determined not to renew Armanino McKenna’s engagement as our independent accountant. In July 2010, our board of directors approved the appointment of PricewaterhouseCoopers LLP as our independent accountant commencing with work to be performed in relation to our audit for fiscal 2011. In addition, our audit committee engaged PricewaterhouseCoopers to audit our fiscal 2009 and fiscal 2010 financial statements.
During the period in which Armanino McKenna served as our independent accountant, there were no disagreements between Armanino McKenna and us on any matter of accounting principles or practices, financial statements disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Armanino McKenna, would have caused Armanino McKenna to make reference to such disagreements in the firm’s reports on our financial statements for such periods. In addition, no reportable events, as defined in Item 304 (a)(1)(v) of Regulation S-K, occurred during our two most recent fiscal years.
We have provided Armanino McKenna with a copy of the foregoing disclosure and have requested that Armanino McKenna furnish us with a letter addressed to the SEC stating whether or not Armanino McKenna agrees with the above statements and, if not, stating the respects in which it does not agree. A copy of the letter from Armanino McKenna, in which Armanino McKenna agrees with the above statements, is filed as an exhibit to the registration statement of which this prospectus is a part.