SANTA CLARA, Calif.--(BUSINESS WIRE)--ServiceNow (NYSE: NOW), the leading digital workflow company making work, work better for people, today announced financial results for its fourth quarter ended December 31, 2020, with subscription revenues of $1,184 million in Q4 2020, representing 32% year-over-year growth.
During the quarter, ServiceNow closed 89 transactions with more than $1 million in net new annual contract value (“ACV”). The company now has 1,093 total customers with more than $1 million in ACV, representing 23% year-over-year growth in customers.
“ServiceNow delivered a market leading 2020 and significantly beat expectations across the board,” said Bill McDermott, ServiceNow president and CEO. “The secular tailwinds of digital transformation, cloud computing, and business model innovation have all intersected at the perfect moment in time. ServiceNow is the platform for digital business, enabling seamless workflows that create the great experiences people deserve. Now, we are focused on managing the world’s greatest workflow challenge: helping convert vaccines into vaccinations. We are changing the world one workflow at a time and are well on our way to becoming the defining enterprise software company of the 21st century.”
ServiceNow CFO Gina Mastantuono said, “We delivered another fantastic quarter to cap a very strong 2020, ending the year with nearly $9 billion in remaining performance obligations. These outstanding results continue to demonstrate ServiceNow’s strong platform and product portfolio, our focus on building deep customer relationships, and commitment to enabling their digital transformations. I’m extremely proud of our team’s performance and their unrelenting execution in a turbulent year. We are well on our way to becoming a $10 billion revenue company. I’m excited about the opportunities ahead of us in 2021.”
During the quarter, ServiceNow saw continued progress and customer adoption across its IT, Employee, and Customer workflows, as well as with its artificial intelligence (“AI”) and machine learning capabilities. The acquisition of Element AI, which closed in January, brings to ServiceNow a deep bench of world-class technical talent, underscoring our commitment to be the leader in AI-enabled workflows. As ServiceNow continues to innovate to help its customers navigate COVID-19, this week it launched its first vaccine management solution to solve last mile vaccine challenges and drive better healthcare outcomes for people. ServiceNow’s comprehensive approach enables workflow solutions that simplify the complex challenges of vaccine distribution, administration, and monitoring.
Fourth Quarter 2020 GAAP and Non-GAAP Results:
The following table summarizes our financial results for the fourth quarter 2020:
|
Fourth Quarter 2020
|
|
Fourth Quarter 2020 Non-GAAP Results(1) |
||||
|
Amount
|
Year/Year
|
|
Amount
|
Year/Year
|
Adjusted
|
Adjusted
|
Subscription revenues |
$1,184 |
32% |
|
|
|
$1,161 |
29% |
Professional services and other revenues |
$66 |
26% |
|
|
|
$65 |
23% |
Total revenues |
$1,250 |
31% |
|
|
|
$1,226 |
29% |
|
|
|
|
|
|
|
|
Subscription billings |
|
|
|
$1,828 |
41% |
$1,796 |
38% |
Professional services and other billings |
|
|
|
$80 |
31% |
$78 |
29% |
Total billings |
|
|
|
$1,907 |
40% |
$1,874 |
38% |
|
|
|
|
|
|
|
|
|
Amount
|
Margin (%) |
|
Amount
|
Margin (%) |
|
|
Subscription gross profit |
$974 |
82% |
|
$1,009 |
85% |
|
|
Professional services and other gross profit (loss) |
($3) |
(5%) |
|
$11 |
16% |
|
|
Total gross profit |
$971 |
78% |
|
$1,019 |
82% |
|
|
Income from operations |
$18 |
1% |
|
$276 |
22% |
|
|
Net cash provided by operating activities |
$686 |
55% |
|
|
|
|
|
Free cash flow |
|
|
|
$565 |
45% |
|
|
|
|
|
|
|
|
|
|
|
Amount
|
Earnings per
|
|
Amount
|
Earnings per
|
|
|
Net income |
$17 |
$0.09/ $0.08 |
|
$235 |
$1.20/ $1.17 |
|
|
(1) |
|
We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “GAAP to Non-GAAP Reconciliation” for a reconciliation of GAAP to non-GAAP measures. |
(2) |
|
Non-GAAP adjusted subscription revenues, professional services and other revenues, total revenues and professional services and other billings are adjusted for constant currency. Non-GAAP adjusted subscription billings and total billings are adjusted for constant currency and constant billings duration. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “GAAP to Non-GAAP Reconciliation” for a reconciliation of GAAP to non-GAAP measures. |
|
|
Note: Numbers rounded for presentation purposes. |
Full-Year 2020 GAAP and Non-GAAP Results:
The following table summarizes our financial results for the full-year 2020:
|
|
|
|
|
|
|
|
|
Full-Year 2020
|
|
Full-Year 2020 Non-GAAP Results(1) |
||||
|
Amount
|
Year/Year
|
|
Amount
|
Year/Year
|
Adjusted
|
Adjusted
|
Subscription revenues |
$4,286 |
32% |
|
|
|
$4,272 |
31% |
Professional services and other revenues |
$234 |
14% |
|
|
|
$233 |
13% |
Total revenues |
$4,519 |
31% |
|
|
|
$4,505 |
30% |
|
|
|
|
|
|
|
|
Subscription billings |
|
|
|
$4,982 |
32% |
$4,963 |
31% |
Professional services and other billings |
|
|
|
$247 |
15% |
$246 |
15% |
Total billings |
|
|
|
$5,229 |
31% |
$5,209 |
30% |
|
|
|
|
|
|
|
|
|
Amount
|
Margin (%) |
|
Amount
|
Margin (%) |
|
|
Subscription gross profit |
$3,555 |
83% |
|
$3,689 |
86% |
|
|
Professional services and other gross profit (loss) |
($23) |
(10%) |
|
$29 |
12% |
|
|
Total gross profit |
$3,532 |
78% |
|
$3,718 |
82% |
|
|
Income from operations |
$199 |
5% |
|
$1,121 |
25% |
|
|
Net cash provided by operating activities |
$1,787 |
39% |
|
|
|
|
|
Free cash flow |
|
|
|
$1,449 |
32% |
|
|
|
|
|
|
|
|
|
|
|
Amount
|
Earnings per
|
|
Amount
|
Earnings per
|
|
|
Net income |
$119 |
$0.61/ $0.59 |
|
$926 |
$4.79/ $4.63 |
|
|
(1) |
|
We report non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “GAAP to Non-GAAP Reconciliation” for a reconciliation of GAAP to non-GAAP measures. |
(2) |
|
Non-GAAP adjusted subscription revenues, professional services and other revenues, total revenues and professional services and other billings are adjusted for constant currency. Non-GAAP adjusted subscription billings and total billings are adjusted for constant currency and constant billings duration. See the section entitled “Statement Regarding Use of Non-GAAP Financial Measures” for an explanation of non-GAAP measures, and the table entitled “GAAP to Non-GAAP Reconciliation” for a reconciliation of GAAP to non-GAAP measures. |
|
|
Note: Numbers rounded for presentation purposes. |
Financial Outlook
ServiceNow will provide forward-looking guidance in connection with this quarterly announcement on its earnings conference call and webcast, and it will introduce current remaining performance obligations (“cRPO”) as a new guidance metric for Q1 2021.
Conference Call Details
The conference call will begin at 2 p.m. Pacific Time (22:00 GMT) on January 27, 2021. Interested parties may listen to the call by dialing (833) 513‑0567 (Passcode: 7862176), or if outside North America, by dialing (236) 714‑2186 (Passcode: 7862176). Individuals may access the live teleconference from this webcast link:
https://event.on24.com/wcc/r/2924209/3989884C5B58ED139BE2D9AE3152B4D5
An audio replay of the conference call and webcast will be available two hours after its completion and will be accessible for 30 days. To hear the replay, interested parties may go to the investor relations section of the ServiceNow website or dial (800) 585‑8367 (Passcode: 7862176), or if outside North America, by dialing (416) 621‑4642 (Passcode: 7862176).
Investor Presentation Details
An investor presentation providing additional information, including forward-looking guidance, and analysis can be found at http://investors.servicenow.com.
Statement Regarding Use of Non-GAAP Financial Measures
We report the following non-GAAP financial measures in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP.
- Adjusted revenues. We present revenues adjusted for constant currency to provide a framework for assessing how our business performed excluding the effect of foreign currency rate fluctuations. To present this information, current period results for entities reporting in currencies other than U.S. Dollars (“USD”) are converted into USD at the average exchange rates in effect during the comparison period (for Q4 2019, the average exchange rates in effect for our major currencies were 1 USD to 0.90 Euros and 1 USD to 0.78 British Pound Sterling (“GBP”), rather than the actual average exchange rates in effect during the current period (for Q4 2020, the average exchange rates in effect for our major currencies were 1 USD to 0.84 Euros and 1 USD to 0.76 GBP). We believe the presentation of revenues adjusted for constant currency facilitates the comparison of revenues year-over-year.
- Billings and Adjusted billings. We define subscription billings, professional services and other billings, and total billings as the applicable revenue plus the applicable change in deferred revenue, unbilled receivables and customer deposits as presented or derived from the statement of cash flows. We adjust billings for constant currency, as described above, and for constant duration by replacing the portion of multi-year billings in excess of twelve months during the current period with the portion of multi-year billings in excess of twelve months during the comparison period. We believe these adjustments facilitate greater comparability in our billings information year-over-year. We believe billings is one indicator of the performance of our business.
- Gross profit, Income from operations, Net income and Net income per share - diluted. Our non-GAAP presentation of gross profit, income from operations, and net income measures exclude certain non-cash or non-recurring items, including stock-based compensation expense, amortization of debt discount and issuance costs related to our convertible senior notes, loss on early note conversions, amortization of purchased intangibles, legal settlements, business combination and other related costs, and the related income tax effect of these adjustments. The non-GAAP weighted-average shares used to compute our non-GAAP net income per share - diluted excludes the dilutive effect of the in-the-money portion of convertible senior notes as they are covered by our note hedges, and includes the dilutive effect of time-based stock awards, the dilutive effect of warrants and the potentially dilutive effect of our stock awards with performance conditions not yet satisfied at forecasted attainment levels to the extent we believe it is probable that the performance condition will be met. We believe these adjustments provide useful supplemental information to investors and facilitates the analysis of our operating results and comparison of operating results across reporting periods.
- Free cash flow. Free cash flow is defined as net cash provided by (used in) operating activities plus cash paid for legal settlements and repayments of convertible senior notes attributable to debt discount, reduced by purchases of property and equipment. Free cash flow margin is calculated as free cash flow as a percentage of total revenues. We believe information regarding free cash flow and free cash flow margin provides useful information to investors because it is an indicator of the strength and performance of our business operations.
Our presentation of non-GAAP financial measures may not be comparable to similar measures used by other companies. We encourage investors to carefully consider our results under GAAP, as well as our supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand our business. Please see the tables included at the end of this release for the reconciliation of GAAP and non-GAAP results.
Use of Forward-Looking Statements
This release contains “forward-looking statements” regarding our performance, including but not limited to statements in the section entitled “Financial Outlook.” Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. If any such risks or uncertainties materialize or if any of the assumptions prove incorrect, our results could differ materially from the results expressed or implied by the forward-looking statements we make.
Factors that may cause actual results to differ materially from those in any forward-looking statements include: (i) the impact and duration of the health impact of COVID-19 and the economic impact of safety measures to mitigate its impact, including the effectiveness, extent and duration of efforts to limit the spread and impact of the disease, such as “shelter in place” and similar government directives; (ii) our ability to compete successfully against existing and new competitors, (iii) our ability to comply with evolving privacy laws, data transfer restrictions, and other foreign and domestic standards related to data and the Internet, (iv) our ability to predict, prepare for and respond promptly to rapidly evolving technological, market and customer developments, (v) errors, interruptions, delays, or security breaches in or of our service or data centers, (vi) our ability to grow our business, including converting remaining performance obligations into revenue, adding and retaining customers, selling additional subscriptions to existing customers, selling to larger enterprises, government and regulated organizations with complex sales cycles and certification processes, and entering new geographies and markets, (vii) our ability to develop and gain customer acceptance of new and improved products and services, including those acquired through strategic transactions, and (viii) material changes in the value of foreign currencies relative to the U.S. Dollar. Additionally, these forward-looking statements involve risk, uncertainties and assumptions, including those related to the continued impacts of COVID-19 on our business and global economic conditions. Many of these assumptions relate to matters that are beyond our control and changing rapidly, including, but not limited to, the timeframes for and severity of social distancing and other mitigation requirements, the timing of headwinds from COVID-19, the continued impact of COVID-19 on new or existing customers’ purchasing decisions and the length of our sales cycles, renewal timing or billings terms, particularly for customers in certain industries highly affected by COVID-19. Significant variation from the assumptions underlying our forward-looking statements could cause our actual results to vary, and the impact could be significant.
Further information on these and other factors that could affect our financial results are included in our Form 10-Q for the quarter ended September 30, 2020 and in other filings we make with the Securities and Exchange Commission from time to time, including our Form 10-K that will be filed for the year ended December 31, 2020.
We undertake no obligation, and do not intend, to update these forward-looking statements, to review or confirm analysts’ expectations, or to provide interim reports or updates on the progress of the current financial quarter.
About ServiceNow
ServiceNow (NYSE: NOW) is making the world of work, work better for people. Our cloud-based platform and solutions deliver digital workflows that create great experiences and unlock productivity for employees and the enterprise. For more information, visit: www.servicenow.com.
© 2021 ServiceNow, Inc. All rights reserved. ServiceNow, the ServiceNow logo, Now, and other ServiceNow marks are trademarks and/or registered trademarks of ServiceNow, Inc. in the United States and/or other countries. Other company names, product names, and logos may be trademarks of the respective companies with which they are associated.
ServiceNow, Inc. |
|||||||||||||||
Condensed Consolidated Statements of Operations |
|||||||||||||||
(in thousands, except per share data) |
|||||||||||||||
(unaudited) |
|||||||||||||||
|
Three Months Ended |
|
Twelve Months Ended |
||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||
Revenues: |
|
|
|
|
|
|
|
||||||||
Subscription |
$ |
1,184,181 |
|
|
$ |
899,194 |
|
|
$ |
4,285,797 |
|
|
$ |
3,255,079 |
|
Professional services and other |
66,149 |
|
|
52,580 |
|
|
233,687 |
|
|
205,358 |
|
||||
Total revenues |
1,250,330 |
|
|
951,774 |
|
|
4,519,484 |
|
|
3,460,437 |
|
||||
Cost of revenues (1): |
|
|
|
|
|
|
|
||||||||
Subscription |
209,900 |
|
|
148,244 |
|
|
730,835 |
|
|
549,642 |
|
||||
Professional services and other |
69,204 |
|
|
63,209 |
|
|
256,278 |
|
|
247,003 |
|
||||
Total cost of revenues |
279,104 |
|
|
211,453 |
|
|
987,113 |
|
|
796,645 |
|
||||
Gross profit |
971,226 |
|
|
740,321 |
|
|
3,532,371 |
|
|
2,663,792 |
|
||||
Operating expenses (1): |
|
|
|
|
|
|
|
||||||||
Sales and marketing |
533,853 |
|
|
416,005 |
|
|
1,855,016 |
|
|
1,534,284 |
|
||||
Research and development |
284,297 |
|
|
202,328 |
|
|
1,024,327 |
|
|
748,369 |
|
||||
General and administrative |
135,146 |
|
|
93,476 |
|
|
454,165 |
|
|
339,016 |
|
||||
Total operating expenses |
953,296 |
|
|
711,809 |
|
|
3,333,508 |
|
|
2,621,669 |
|
||||
Income from operations |
17,930 |
|
|
28,512 |
|
|
198,863 |
|
|
42,123 |
|
||||
Interest expense |
(7,708 |
) |
|
(8,475 |
) |
|
(32,746 |
) |
|
(33,283 |
) |
||||
Other income (expense), net |
3,138 |
|
|
14,149 |
|
|
(16,932 |
) |
|
58,345 |
|
||||
Income before income taxes |
13,360 |
|
|
34,186 |
|
|
149,185 |
|
|
67,185 |
|
||||
Provision for (benefit from) income taxes |
(3,288 |
) |
|
(564,538 |
) |
|
30,682 |
|
|
(559,513 |
) |
||||
Net income |
$ |
16,648 |
|
|
$ |
598,724 |
|
|
$ |
118,503 |
|
|
$ |
626,698 |
|
Net income per share - basic |
$ |
0.09 |
|
|
$ |
3.17 |
|
|
$ |
0.61 |
|
|
$ |
3.36 |
|
Net income per share - diluted |
$ |
0.08 |
|
|
$ |
3.03 |
|
|
$ |
0.59 |
|
|
$ |
3.18 |
|
Weighted-average shares used to compute net income per share - basic |
195,461 |
|
|
189,042 |
|
|
193,096 |
|
|
186,466 |
|
||||
Weighted-average shares used to compute net income per share - diluted |
202,455 |
|
|
197,843 |
|
|
202,478 |
|
|
197,223 |
|
||||
(1) Includes stock-based compensation as follows: |
|||||||||||||||
|
Three Months Ended |
|
Twelve Months Ended |
||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||
Cost of revenues: |
|
|
|
|
|
|
|
||||||||
Subscription |
$ |
26,172 |
|
|
$ |
18,709 |
|
|
$ |
98,258 |
|
|
$ |
72,728 |
|
Professional services and other |
13,696 |
|
|
11,374 |
|
|
51,553 |
|
|
43,123 |
|
||||
Sales and marketing |
92,330 |
|
|
68,337 |
|
|
320,328 |
|
|
268,408 |
|
||||
Research and development |
78,965 |
|
|
50,562 |
|
|
282,244 |
|
|
194,821 |
|
||||
General and administrative |
34,236 |
|
|
21,069 |
|
|
118,070 |
|
|
83,115 |
|
||||
ServiceNow, Inc. |
|||||||
Condensed Consolidated Balance Sheets |
|||||||
(in thousands) |
|||||||
(unaudited) |
|||||||
|
December 31, 2020 |
|
December 31, 2019 |
||||
Assets |
|
|
|
||||
Current assets: |
|
|
|
||||
Cash and cash equivalents |
$ |
1,676,794 |
|
|
$ |
775,778 |
|
Short-term investments |
1,415,242 |
|
|
915,317 |
|
||
Accounts receivable, net |
1,009,415 |
|
|
835,279 |
|
||
Current portion of deferred commissions |
228,924 |
|
|
175,039 |
|
||
Prepaid expenses and other current assets |
191,467 |
|
|
125,488 |
|
||
Total current assets |
4,521,842 |
|
|
2,826,901 |
|
||
Deferred commissions, less current portion |
444,068 |
|
|
333,448 |
|
||
Long-term investments |
1,468,006 |
|
|
1,013,332 |
|
||
Property and equipment, net |
659,641 |
|
|
468,085 |
|
||
Operating lease right-of-use assets |
454,218 |
|
|
402,428 |
|
||
Intangible assets, net |
153,367 |
|
|
143,850 |
|
||
Goodwill |
240,764 |
|
|
156,756 |
|
||
Deferred tax assets |
673,111 |
|
|
599,633 |
|
||
Other assets |
100,040 |
|
|
77,997 |
|
||
Total assets |
$ |
8,715,057 |
|
|
$ |
6,022,430 |
|
Liabilities and Stockholders’ Equity |
|
|
|
||||
Current liabilities: |
|
|
|
||||
Accounts payable |
$ |
34,236 |
|
|
$ |
52,960 |
|
Accrued expenses and other current liabilities |
668,093 |
|
|
461,403 |
|
||
Current portion of deferred revenue |
2,962,579 |
|
|
2,185,754 |
|
||
Current portion of operating lease liabilities |
72,236 |
|
|
52,668 |
|
||
Total current liabilities |
3,737,144 |
|
|
2,752,785 |
|
||
Deferred revenue, less current portion |
45,346 |
|
|
40,038 |
|
||
Operating lease liabilities, less current portion |
422,779 |
|
|
383,221 |
|
||
Long-term debt |
1,640,153 |
|
|
694,981 |
|
||
Other long-term liabilities |
35,154 |
|
|
23,464 |
|
||
Stockholders’ equity |
2,834,481 |
|
|
2,127,941 |
|
||
Total liabilities and stockholders’ equity |
$ |
8,715,057 |
|
|
$ |
6,022,430 |
|
ServiceNow, Inc. |
|||||||||||||||
Condensed Consolidated Statements of Cash Flows |
|||||||||||||||
(in thousands) |
|||||||||||||||
(unaudited) |
|||||||||||||||
|
Three Months Ended |
|
Twelve Months Ended |
||||||||||||
|
December 31,
|
|
December 31,
|
|
December 31,
|
|
December 31,
|
||||||||
Cash flows from operating activities: |
|
|
|
|
|
|
|
||||||||
Net income |
$ |
16,648 |
|
|
$ |
598,724 |
|
|
$ |
118,503 |
|
|
$ |
626,698 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
||||||||
Depreciation and amortization |
93,033 |
|
|
72,331 |
|
|
336,381 |
|
|
252,114 |
|
||||
Amortization of deferred commissions |
60,440 |
|
|
45,788 |
|
|
217,631 |
|
|
168,014 |
|
||||
Amortization of debt discount and issuance costs |
2,492 |
|
|
8,475 |
|
|
24,478 |
|
|
33,283 |
|
||||
Stock-based compensation |
245,399 |
|
|
170,051 |
|
|
870,453 |
|
|
662,195 |
|
||||
Deferred income taxes |
(18,041 |
) |
|
(572,923 |
) |
|
(24,481 |
) |
|
(575,765 |
) |
||||
Repayments of convertible senior notes attributable to debt discount |
(13,449 |
) |
|
— |
|
|
(81,958 |
) |
|
— |
|
||||
Loss on extinguishment of 2022 Notes |
4,954 |
|
|
— |
|
|
46,611 |
|
|
— |
|
||||
Other |
(3,134 |
) |
|
(4,300 |
) |
|
(2,493 |
) |
|
(8,921 |
) |
||||
Changes in operating assets and liabilities, net of effect of business combinations: |
|
|
|
|
|
|
|
||||||||
Accounts receivable |
(361,706 |
) |
|
(288,166 |
) |
|
(151,431 |
) |
|
(259,835 |
) |
||||
Deferred commissions |
(143,863 |
) |
|
(97,296 |
) |
|
(365,264 |
) |
|
(255,605 |
) |
||||
Prepaid expenses and other assets |
(12,507 |
) |
|
(4,338 |
) |
|
(54,203 |
) |
|
(29,907 |
) |
||||
Accounts payable |
(35,375 |
) |
|
(8,733 |
) |
|
(33,583 |
) |
|
21,355 |
|
||||
Deferred revenue |
644,453 |
|
|
401,794 |
|
|
710,998 |
|
|
537,249 |
|
||||
Accrued expenses and other liabilities |
206,181 |
|
|
99,804 |
|
|
174,957 |
|
|
65,097 |
|
||||
Net cash provided by operating activities |
685,525 |
|
|
421,211 |
|
|
1,786,599 |
|
|
1,235,972 |
|
||||
Cash flows from investing activities: |
|
|
|
|
|
|
|
||||||||
Purchases of property and equipment |
(134,000 |
) |
|
(79,003 |
) |
|
(419,327 |
) |
|
(264,892 |
) |
||||
Business combinations, net of cash acquired |
411 |
|
|
(7,414 |
) |
|
(107,236 |
) |
|
(7,414 |
) |
||||
Purchases of intangibles |
(6,690 |
) |
|
(35,329 |
) |
|
(13,190 |
) |
|
(72,689 |
) |
||||
Purchases of investments |
(704,791 |
) |
|
(339,976 |
) |
|
(2,933,876 |
) |
|
(1,595,667 |
) |
||||
Sales and maturities of investments |
666,460 |
|
|
261,297 |
|
|
1,965,429 |
|
|
1,192,750 |
|
||||
Realized gains on derivatives not designated as hedging instruments, net |
2,091 |
|
|
1,693 |
|
|
1,328 |
|
|
23,435 |
|
||||
Net cash used in investing activities |
(176,519 |
) |
|
(198,732 |
) |
|
(1,506,872 |
) |
|
(724,477 |
) |
||||
Cash flows from financing activities: |
|
|
|
|
|
|
|
||||||||
Net proceeds from borrowings on 2030 Notes |
— |
|
|
— |
|
|
1,481,633 |
|
|
— |
|
||||
Repayments of convertible senior notes attributable to principal |
(58,824 |
) |
|
(9 |
) |
|
(1,627,690 |
) |
|
(9 |
) |
||||
Net proceeds from unwind of 2022 Note Hedge |
— |
|
|
— |
|
|
1,105,542 |
|
|
— |
|
||||
Proceeds from employee stock plans |
3,266 |
|
|
2,641 |
|
|
145,766 |
|
|
107,868 |
|
||||
Taxes paid related to net share settlement of equity awards |
(147,934 |
) |
|
(78,913 |
) |
|
(508,604 |
) |
|
(409,715 |
) |
||||
Net cash provided by (used in) financing activities |
(203,492 |
) |
|
(76,281 |
) |
|
596,647 |
|
|
(301,856 |
) |
||||
Foreign currency effect on cash, cash equivalents and restricted cash |
22,106 |
|
|
6,253 |
|
|
25,065 |
|
|
(186 |
) |
||||
Net increase in cash, cash equivalents and restricted cash |
327,620 |
|
|
152,451 |
|
|
901,439 |
|
|
209,453 |
|
||||
Cash, cash equivalents and restricted cash at beginning of period |
1,351,810 |
|
|
625,540 |
|
|
777,991 |
|
|
568,538 |
|
||||
Cash, cash equivalents and restricted cash at end of period |
$ |
1,679,430 |
|
|
$ |
777,991 |
|
|
$ |
1,679,430 |
|
|
$ |
777,991 |
|
ServiceNow, Inc. |
|||||||||||||||||||
GAAP to Non-GAAP Reconciliation |
|||||||||||||||||||
(in thousands, except per share data) |
|||||||||||||||||||
(unaudited) |
|||||||||||||||||||
|
|
||||||||||||||||||
|
Three Months Ended |
|
|
|
Twelve Months Ended |
|
|
||||||||||||
|
December 31,
|
|
December 31,
|
|
Growth
|
|
December 31,
|
|
December 31,
|
|
Growth
|
||||||||
Subscription revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP subscription revenues |
$ |
1,184,181 |
|
|
$ |
899,194 |
|
|
32% |
|
$ |
4,285,797 |
|
|
$ |
3,255,079 |
|
|
32% |
Effects of foreign currency rate fluctuations |
(22,878 |
) |
|
|
|
|
|
(13,786 |
) |
|
|
|
|
||||||
Non-GAAP adjusted subscription revenues(1) |
$ |
1,161,303 |
|
|
|
|
29% |
|
$ |
4,272,011 |
|
|
|
|
31% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Subscription billings: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP subscription revenues |
$ |
1,184,181 |
|
|
$ |
899,194 |
|
|
32% |
|
$ |
4,285,797 |
|
|
$ |
3,255,079 |
|
|
32% |
Change in subscription deferred revenue, unbilled receivables and customer deposits |
643,344 |
|
|
398,564 |
|
|
|
|
696,437 |
|
|
533,227 |
|
|
|
||||
Non-GAAP subscription billings |
1,827,525 |
|
|
1,297,758 |
|
|
41% |
|
4,982,234 |
|
|
3,788,306 |
|
|
32% |
||||
Effects of foreign currency rate fluctuations |
(31,440 |
) |
|
|
|
|
|
(19,966 |
) |
|
|
|
|
||||||
Effects of fluctuations in billings duration |
(242 |
) |
|
|
|
|
|
295 |
|
|
|
|
|
||||||
Non-GAAP adjusted subscription billings(2) |
$ |
1,795,843 |
|
|
|
|
38% |
|
$ |
4,962,563 |
|
|
|
|
31% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Professional services and other revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP professional services and other revenues |
$ |
66,149 |
|
|
$ |
52,580 |
|
|
26% |
|
$ |
233,687 |
|
|
$ |
205,358 |
|
|
14% |
Effects of foreign currency rate fluctuations |
(1,470 |
) |
|
|
|
|
|
(639 |
) |
|
|
|
|
||||||
Non-GAAP adjusted professional service and other revenues(1) |
$ |
64,679 |
|
|
|
|
23% |
|
$ |
233,048 |
|
|
|
|
13% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Professional services and other billings: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP professional services and other revenues |
$ |
66,149 |
|
|
$ |
52,580 |
|
|
26% |
|
$ |
233,687 |
|
|
$ |
205,358 |
|
|
14% |
Change in professional services and other deferred revenue |
13,433 |
|
|
8,114 |
|
|
|
|
13,085 |
|
|
8,549 |
|
|
|
||||
Non-GAAP professional services and other billings |
79,582 |
|
|
60,694 |
|
|
31% |
|
246,772 |
|
|
213,907 |
|
|
15% |
||||
Effects of foreign currency rate fluctuations |
(1,470 |
) |
|
|
|
|
|
(639 |
) |
|
|
|
|
||||||
Non-GAAP adjusted professional services and other billings(2) |
$ |
78,112 |
|
|
|
|
29% |
|
$ |
246,133 |
|
|
|
|
15% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP total revenues |
$ |
1,250,330 |
|
|
$ |
951,774 |
|
|
31% |
|
$ |
4,519,484 |
|
|
$ |
3,460,437 |
|
|
31% |
Effects of foreign currency rate fluctuations |
(24,348 |
) |
|
|
|
|
|
(14,425 |
) |
|
|
|
|
||||||
Non-GAAP adjusted total revenues(1) |
$ |
1,225,982 |
|
|
|
|
29% |
|
$ |
4,505,059 |
|
|
|
|
30% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total billings: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP total revenues |
$ |
1,250,330 |
|
|
$ |
951,774 |
|
|
31% |
|
$ |
4,519,484 |
|
|
$ |
3,460,437 |
|
|
31% |
Change in total deferred revenue, unbilled receivables and customer deposits |
656,777 |
|
|
406,678 |
|
|
|
|
709,522 |
|
|
541,776 |
|
|
|
||||
Non-GAAP total billings |
1,907,107 |
|
|
1,358,452 |
|
|
40% |
|
5,229,006 |
|
|
4,002,213 |
|
|
31% |
||||
Effects of foreign currency rate fluctuations |
(32,910 |
) |
|
|
|
|
|
(20,605 |
) |
|
|
|
|
||||||
Effects of fluctuations in billings duration |
(242 |
) |
|
|
|
|
|
295 |
|
|
|
|
|
||||||
Non-GAAP adjusted total billings(2) |
$ |
1,873,955 |
|
|
|
|
38% |
|
$ |
5,208,696 |
|
|
|
|
30% |
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cost of revenues: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP subscription cost of revenues |
$ |
209,900 |
|
|
$ |
148,244 |
|
|
|
|
$ |
730,835 |
|
|
$ |
549,642 |
|
|
|
Stock-based compensation |
(26,172 |
) |
|
(18,709 |
) |
|
|
|
(98,258 |
) |
|
(72,728 |
) |
|
|
||||
Amortization of purchased intangibles |
(8,142 |
) |
|
(7,538 |
) |
|
|
|
(35,823 |
) |
|
(24,133 |
) |
|
|
||||
Non-GAAP subscription cost of revenues |
$ |
175,586 |
|
|
$ |
121,997 |
|
|
|
|
$ |
596,754 |
|
|
$ |
452,781 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP professional services and other cost of revenues |
$ |
69,204 |
|
|
$ |
63,209 |
|
|
|
|
$ |
256,278 |
|
|
$ |
247,003 |
|
|
|
Stock-based compensation |
(13,696 |
) |
|
(11,374 |
) |
|
|
|
(51,553 |
) |
|
(43,123 |
) |
|
|
||||
Non-GAAP professional services and other cost of revenues |
$ |
55,508 |
|
|
$ |
51,835 |
|
|
|
|
$ |
204,725 |
|
|
$ |
203,880 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP subscription gross profit |
$ |
974,281 |
|
|
$ |
750,950 |
|
|
|
|
$ |
3,554,962 |
|
|
$ |
2,705,437 |
|
|
|
Stock-based compensation |
26,172 |
|
|
18,709 |
|
|
|
|
98,258 |
|
|
72,728 |
|
|
|
||||
Amortization of purchased intangibles |
8,142 |
|
|
7,538 |
|
|
|
|
35,823 |
|
|
24,133 |
|
|
|
||||
Non-GAAP subscription gross profit |
$ |
1,008,595 |
|
|
$ |
777,197 |
|
|
|
|
$ |
3,689,043 |
|
|
$ |
2,802,298 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP professional services and other gross loss |
$ |
(3,055 |
) |
|
$ |
(10,629 |
) |
|
|
|
$ |
(22,591 |
) |
|
$ |
(41,645 |
) |
|
|
Stock-based compensation |
13,696 |
|
|
11,374 |
|
|
|
|
51,553 |
|
|
43,123 |
|
|
|
||||
Non-GAAP professional services and other gross profit |
$ |
10,641 |
|
|
$ |
745 |
|
|
|
|
$ |
28,962 |
|
|
$ |
1,478 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP gross profit |
$ |
971,226 |
|
|
$ |
740,321 |
|
|
|
|
$ |
3,532,371 |
|
|
$ |
2,663,792 |
|
|
|
Stock-based compensation |
39,868 |
|
|
30,083 |
|
|
|
|
149,811 |
|
|
115,851 |
|
|
|
||||
Amortization of purchased intangibles |
8,142 |
|
|
7,538 |
|
|
|
|
35,823 |
|
|
24,133 |
|
|
|
||||
Non-GAAP gross profit |
$ |
1,019,236 |
|
|
$ |
777,942 |
|
|
|
|
$ |
3,718,005 |
|
|
$ |
2,803,776 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross margin: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP subscription gross margin |
82 |
% |
|
84 |
% |
|
|
|
83 |
% |
|
83 |
% |
|
|
||||
Stock-based compensation as % of subscription revenues |
2 |
% |
|
2 |
% |
|
|
|
2 |
% |
|
2 |
% |
|
|
||||
Amortization of purchased intangibles as % of subscription revenues |
1 |
% |
|
0 |
% |
|
|
|
1 |
% |
|
1 |
% |
|
|
||||
Non-GAAP subscription gross margin |
85 |
% |
|
86 |
% |
|
|
|
86 |
% |
|
86 |
% |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP professional services and other gross margin |
(5 |
%) |
|
(20 |
%) |
|
|
|
(10 |
%) |
|
(20 |
%) |
|
|
||||
Stock-based compensation as % of professional services and other revenues |
21 |
% |
|
21 |
% |
|
|
|
22 |
% |
|
21 |
% |
|
|
||||
Non-GAAP professional services and other gross margin |
16 |
% |
|
1 |
% |
|
|
|
12 |
% |
|
1 |
% |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP gross margin |
78 |
% |
|
78 |
% |
|
|
|
78 |
% |
|
77 |
% |
|
|
||||
Stock-based compensation as % of total revenues |
3 |
% |
|
3 |
% |
|
|
|
3 |
% |
|
3 |
% |
|
|
||||
Amortization of purchased intangibles as % of total revenues |
1 |
% |
|
1 |
% |
|
|
|
1 |
% |
|
1 |
% |
|
|
||||
Non-GAAP gross margin |
82 |
% |
|
82 |
% |
|
|
|
82 |
% |
|
81 |
% |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP sales and marketing expenses |
$ |
533,853 |
|
|
$ |
416,005 |
|
|
|
|
$ |
1,855,016 |
|
|
$ |
1,534,284 |
|
|
|
Stock-based compensation |
(92,330 |
) |
|
(68,337 |
) |
|
|
|
(320,328 |
) |
|
(268,408 |
) |
|
|
||||
Amortization of purchased intangibles |
(314 |
) |
|
(161 |
) |
|
|
|
(1,250 |
) |
|
(161 |
) |
|
|
||||
Non-GAAP sales and marketing expenses |
$ |
441,209 |
|
|
$ |
347,507 |
|
|
|
|
$ |
1,533,438 |
|
|
$ |
1,265,715 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP research and development expenses |
$ |
284,297 |
|
|
$ |
202,328 |
|
|
|
|
$ |
1,024,327 |
|
|
$ |
748,369 |
|
|
|
Stock-based compensation |
(78,965 |
) |
|
(50,562 |
) |
|
|
|
(282,244 |
) |
|
(194,821 |
) |
|
|
||||
Amortization of purchased intangibles |
(455 |
) |
|
(455 |
) |
|
|
|
(1,820 |
) |
|
(1,820 |
) |
|
|
||||
Non-GAAP research and development expenses |
$ |
204,877 |
|
|
$ |
151,311 |
|
|
|
|
$ |
740,263 |
|
|
$ |
551,728 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP general and administrative expenses |
$ |
135,146 |
|
|
$ |
93,476 |
|
|
|
|
$ |
454,165 |
|
|
$ |
339,016 |
|
|
|
Stock-based compensation |
(34,236 |
) |
|
(21,069 |
) |
|
|
|
(118,070 |
) |
|
(83,115 |
) |
|
|
||||
Amortization of purchased intangibles |
(2,202 |
) |
|
(2,341 |
) |
|
|
|
(6,867 |
) |
|
(8,459 |
) |
|
|
||||
Business combination and other related costs |
(2,050 |
) |
|
(505 |
) |
|
|
|
(6,143 |
) |
|
(625 |
) |
|
|
||||
Non-GAAP general and administrative expenses |
$ |
96,658 |
|
|
$ |
69,561 |
|
|
|
|
$ |
323,085 |
|
|
$ |
246,817 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP total operating expenses |
$ |
953,296 |
|
|
$ |
711,809 |
|
|
|
|
$ |
3,333,508 |
|
|
$ |
2,621,669 |
|
|
|
Stock-based compensation |
(205,531 |
) |
|
(139,968 |
) |
|
|
|
(720,642 |
) |
|
(546,344 |
) |
|
|
||||
Amortization of purchased intangibles |
(2,971 |
) |
|
(2,957 |
) |
|
|
|
(9,937 |
) |
|
(10,440 |
) |
|
|
||||
Business combination and other related costs |
(2,050 |
) |
|
(505 |
) |
|
|
|
(6,143 |
) |
|
(625 |
) |
|
|
||||
Non-GAAP total operating expenses |
$ |
742,744 |
|
|
$ |
568,379 |
|
|
|
|
$ |
2,596,786 |
|
|
$ |
2,064,260 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from operations: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP income from operations |
$ |
17,930 |
|
|
$ |
28,512 |
|
|
|
|
$ |
198,863 |
|
|
$ |
42,123 |
|
|
|
Stock-based compensation |
245,399 |
|
|
170,051 |
|
|
|
|
870,453 |
|
|
662,195 |
|
|
|
||||
Amortization of purchased intangibles |
11,113 |
|
|
10,495 |
|
|
|
|
45,760 |
|
|
34,573 |
|
|
|
||||
Business combination and other related costs |
2,050 |
|
|
505 |
|
|
|
|
6,143 |
|
|
625 |
|
|
|
||||
Non-GAAP income from operations |
$ |
276,492 |
|
|
$ |
209,563 |
|
|
|
|
$ |
1,121,219 |
|
|
$ |
739,516 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating margin: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP operating margin |
1 |
% |
|
3 |
% |
|
|
|
5 |
% |
|
1 |
% |
|
|
||||
Stock-based compensation as % of total revenues |
20 |
% |
|
18 |
% |
|
|
|
19 |
% |
|
19 |
% |
|
|
||||
Amortization of purchased intangibles as % of total revenues |
1 |
% |
|
1 |
% |
|
|
|
1 |
% |
|
1 |
% |
|
|
||||
Business combination and other related costs as % of total revenues |
0 |
% |
|
0 |
% |
|
|
|
0 |
% |
|
0 |
% |
|
|
||||
Non-GAAP operating margin |
22 |
% |
|
22 |
% |
|
|
|
25 |
% |
|
21 |
% |
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP net income |
$ |
16,648 |
|
|
$ |
598,724 |
|
|
|
|
$ |
118,503 |
|
|
$ |
626,698 |
|
|
|
Stock-based compensation |
245,399 |
|
|
170,051 |
|
|
|
|
870,453 |
|
|
662,195 |
|
|
|
||||
Amortization of purchased intangibles |
11,113 |
|
|
10,495 |
|
|
|
|
45,760 |
|
|
34,573 |
|
|
|
||||
Business combination and other related costs |
2,050 |
|
|
505 |
|
|
|
|
6,143 |
|
|
625 |
|
|
|
||||
Amortization of debt discount and issuance costs |
2,492 |
|
|
8,475 |
|
|
|
|
24,478 |
|
|
33,283 |
|
|
|
||||
Loss on extinguishment of 2022 Notes |
4,954 |
|
|
— |
|
|
|
|
46,611 |
|
|
— |
|
|
|
||||
Income tax expense effects related to the above adjustments |
(47,735 |
) |
|
(27,153 |
) |
|
|
|
(186,417 |
) |
|
(136,957 |
) |
|
|
||||
Income tax benefit from the release of a valuation allowance on the deferred tax assets (3) |
— |
|
|
(574,150 |
) |
|
|
|
— |
|
|
(574,150 |
) |
|
|
||||
Non-GAAP net income |
$ |
234,921 |
|
|
$ |
186,947 |
|
|
|
|
$ |
925,531 |
|
|
$ |
646,267 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share - basic and diluted: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP net income per share - basic |
$ |
0.09 |
|
|
$ |
3.17 |
|
|
|
|
$ |
0.61 |
|
|
$ |
3.36 |
|
|
|
GAAP net income per share - diluted |
$ |
0.08 |
|
|
$ |
3.03 |
|
|
|
|
$ |
0.59 |
|
|
$ |
3.18 |
|
|
|
Non-GAAP net income per share - basic |
$ |
1.20 |
|
|
$ |
0.99 |
|
|
|
|
$ |
4.79 |
|
|
$ |
3.47 |
|
|
|
Non-GAAP net income per share - diluted |
$ |
1.17 |
|
|
$ |
0.96 |
|
|
|
|
$ |
4.63 |
|
|
$ |
3.32 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP weighted-average shares used to compute net income per share - basic |
195,461 |
|
|
189,042 |
|
|
|
|
193,096 |
|
|
186,466 |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP weighted-average shares used to compute net income per share - diluted |
202,455 |
|
|
197,843 |
|
|
|
|
202,478 |
|
|
197,223 |
|
|
|
||||
Effects of in-the-money portion of convertible senior notes(4) |
(1,092 |
) |
|
(2,837 |
) |
|
|
|
(2,773 |
) |
|
(2,736 |
) |
|
|
||||
Non-GAAP weighted-average shares used to compute net income per share - diluted |
201,363 |
|
|
195,006 |
|
|
|
|
199,705 |
|
|
194,487 |
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Free cash flow: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP net cash provided by operating activities |
$ |
685,525 |
|
|
$ |
421,211 |
|
|
|
|
$ |
1,786,599 |
|
|
$ |
1,235,972 |
|
|
|
Purchases of property and equipment |
(134,000 |
) |
|
(79,003 |
) |
|
|
|
(419,327 |
) |
|
(264,892 |
) |
|
|
||||
Repayments of convertible senior notes attributable to debt discount |
13,449 |
|
|
— |
|
|
|
|
81,958 |
|
|
— |
|
|
|
||||
Non-GAAP free cash flow |
$ |
564,974 |
|
|
$ |
342,208 |
|
|
|
|
$ |
1,449,230 |
|
|
$ |
971,080 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Free cash flow margin: |
|
|
|
|
|
|
|
|
|
|
|
||||||||
GAAP net cash provided by operating activities as % of total revenues |
55 |
% |
|
44 |
% |
|
|
|
39 |
% |
|
36 |
% |
|
|
||||
Purchases of property and equipment as % of total revenues |
(11 |
%) |
|
(8 |
%) |
|
|
|
(9 |
%) |
|
(8 |
%) |
|
|
||||
Repayments of convertible senior notes attributable to debt discount as % of total revenues |
1 |
% |
|
— |
% |
|
|
|
2 |
% |
|
— |
% |
|
|
||||
Non-GAAP free cash flow margin |
45 |
% |
|
36 |
% |
|
|
|
32 |
% |
|
28 |
% |
|
|
||||
(1) |
|
Adjusted revenues and the corresponding growth rates are derived by applying the average exchange rates in effect during the comparison period rather than the actual average exchange rates in effect during the current period. |
(2) |
|
Adjusted billings and the corresponding growth rates are derived by applying the average exchange rates in effect during the comparison period rather than the actual average exchange rates in effect during the current period, and by replacing the portion of multi-year billings in excess of twelve months during the current period with the portion of multi-year billings in excess of twelve months during the comparison period. |
(3) |
|
Fourth quarter and full-year 2019 GAAP net income was impacted by a $574 million one-time income tax benefit from the release of a valuation allowance on our deferred tax assets. |
(4) |
|
Effects of dilutive time-based stock awards, in-the-money portion of convertible senior notes and warrants are included in the GAAP weighted-average diluted shares in periods where we have GAAP net income. We exclude the in-the-money portion of convertible senior notes for non-GAAP weighted-average diluted shares as they are covered by our note hedges. We include stock awards with performance conditions not yet satisfied for non-GAAP weighted average diluted shares at forecasted attainment levels to the extent we believe it is probable that the performance condition will be met. |
