Coupa Software Incorporated (COUP) 2017年年度報告「NASDAQ」.pdf

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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549 FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended January 31,2017ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

2、 For the transition period from to Commission File Number 001-37901 COUPA SOFTWARE INCORPORATED(Exact name of Registrant as specified in its charter)Delaware20-4429448(State or other jurisdiction ofincorporation or organization)(I.R.S.EmployerIdentification No.)1855 S.Grant StreetSan Mateo,CA94402(A

3、ddress of principal executive offices)(Zip Code)Registrants telephone number,including area code:(650)931-3200 Securities registered pursuant to Section 12(b)of the Act:Title of each class-Name of each exchange on which registered Common Stock,par value$0.0001 per share-The Nasdaq Stock Market LLC (

4、Nasdaq Global Select Market)Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the Registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.YES NO Indicate by check mark if the Registrant is not required to file reports pursuant to

5、 Section 13 or Section 15(d)of the Act.YES NO 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 preceding12 months(or for such shorter period that the Registrant was required to file suc

6、h reports),and(2)has been subject to such filing requirements for the past 90 days.YES NO Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site,if any,every Interactive Data File required to be submitted and postedpursuant to Rule 405 of Regu

7、lation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the Registrant was required to submit and post suchfiles).YES NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained

8、 herein,and will not be contained,to thebest of Registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Indicate by check mark whether the Registrant is a large accelerated filer,an accelerated fil

9、er,a non-accelerated filer,or a smaller reporting company.See the definition of“largeaccelerated filer”,“accelerated filer”,and“smaller reporting company”in Rule 12b-2 of the Exchange Act.(Check one):Large accelerated filer Accelerated filer Non-accelerated filer (Do not check if a smaller reporting

10、 company)Smaller reporting company Indicate by check mark whether the Registrant is a shell company(as defined in Rule 12b-2 of the Act).YES NO The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant,based on the closing price of the shares of c

11、ommon stock on TheNasdaq Stock Market on January 31,2017,was$638.3 million.The Registrant has elected to use January 31,2017 as the calculation date,which was the last trading date of theRegistrants most recently completed fiscal year,because on July 31,2016(the last business day of the Registrants

12、second fiscal quarter),the Registrant was a privately-held company.Shares of common stock held by each executive officer,director,and their affiliated holders have been excluded in that such persons may be deemed to be affiliates.Thisdetermination of affiliate status is not necessarily a conclusive

13、determination for other purposes.The number of shares of Registrants common stock outstanding as of March 31,2017 was 50,495,239.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrants Proxy Statement relating to the 2017 Annual Meeting of Stockholders,scheduled to be filed with the Securitie

14、s and Exchange Commission within 120 daysafter the end of the Registrants fiscal year ended January 31,2017,are incorporated by reference into Part III of this Annual Report on Form 10-K.COUPA SOFTWARE INCORPORATEDForm 10-K for the Fiscal Year Ended January 31,2017Table of Contents PagePART I Item 1

15、.Business1Item 1A.Risk Factors11Item 1B.Unresolved Staff Comments33Item 2.Properties33Item 3.Legal Proceedings33Item 4.Mine Safety Disclosures33 PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities34Item 6.Selected Financial Data36

16、Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations39Item 7A.Quantitative and Qualitative Disclosures About Market Risk57Item 8.Financial Statements and Supplementary Data58Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclo

17、sure58Item 9A.Controls and Procedures58Item 9B.Other Information58 PART III Item 10.Directors,Executive Officers and Corporate Governance59Item 11.Executive Compensation59Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters59Item 13.Certain Relations

18、hips and Related Transactions,and Director Independence59Item 14.Principal Accountant Fees and Services59 PART IV Item 15.Exhibits,Financial Statement Schedules60Item 16.Form 10-K Summary60 iNOTE ABOUT FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-K contains forward-looking statements.All

19、statements other than statements of historical facts contained in thisreport,including statements regarding our future results of operations and financial position,customer lifetime value,strategy and plans,market size andopportunity,competitive position,industry environment,potential growth opportu

20、nities product capabilities and our expectations for future operations,areforward-looking statements.The words“believe,”“may,”“will,”“estimate,”“continue,”“anticipate,”“design,”“intend,”“expect,”“could,”“plan,”“potential,”“predict,”“seek,”“should,”“would”or the negative version of these words and si

21、milar expressions are intended to identify forward-lookingstatements.We have based these forward-looking statements on our current expectations and projections about future events and trends that we believe mayaffect our financial condition,results of operations,strategy,short-and long-term business

22、 operations and objectives,and financial needs.The forward-looking statements are contained principally in“Managements Discussion and Analysis of Financial Condition and Result of Operations”and“RiskFactors.”These forward-looking statements are subject to a number of risks,uncertainties and assumpti

23、ons,including those described in“Risk Factors”andelsewhere in this Annual Report on Form 10-K.Moreover,we operate in a very competitive and rapidly changing environment.New risks emerge from timeto time.It is not possible for our management to predict all risks,nor can we assess the impact of all fa

24、ctors on our business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements we may make.In light of theserisks,uncertainties and assumptions,the forward-looking events and circumstances discuss

25、ed in this Annual Report on Form 10-K may not occur and actualresults could differ materially and adversely from those anticipated or implied in the forward-looking statements.You should not rely upon forward-looking statements as predictions of future events.Although we believe that the expectation

26、s reflected in theforward-looking statements are reasonable,we cannot guarantee that the future results,levels of activity,performance or events and circumstances reflected inthe forward-looking statements will be achieved or occur.Moreover,except as required by law,neither we nor any other person a

27、ssumes responsibility for theaccuracy and completeness of the forward-looking statements.We undertake no obligation to update publicly any forward-looking statements for any reasonafter the date of this Annual Report on Form 10-K to conform these statements to actual results or to changes in our exp

28、ectations.iiPART IItem 1.Business.OverviewWe are a leading provider of spend management solutions,with a unified,cloud-based platform that connects more than 530 organizations with morethan 2 million suppliers globally.Our platform provides greater visibility into and control over how companies spen

29、d money.Using our platform,businessesare able to achieve real,measurable value and savings that drive their profitability.Our cloud-based platform has been designed for the modern global workforce that is mobile and expects real-time results,flexibility and agility fromsoftware solutions.We empower

30、employees to acquire the goods and services they need to do their jobs by applying a distinctive user-centric approach thatprovides a mobile-enabled consumer Internet-like experience,drives widespread adoption of our platform and,therefore,significantly increases spend undermanagement.We refer to th

31、e process companies use to purchase goods and services as spend management and to the money that they manage with thisprocess as spend under management.Increased user adoption and spend under management drive better visibility and control of a companys spend,resultingin greater savings and increased

32、 compliance.Economic conditions,intense competition and the global regulatory environment are forcing businesses to find new ways to drive operationalefficiencies,track processes,reduce costs,fund business growth and enhance profitability and cash flow.Therefore,managing spend has increasingly becom

33、ea major strategic business imperative to help businesses achieve cost savings.Indirect spend,which refers to goods and services that support a companysoperations as opposed to direct spend that flows into the products a company manufactures,is particularly difficult to manage due to inefficient emp

34、loyeespending behavior and disparate systems that obstruct spend visibility.We offer a unified,cloud-based spend management platform that is tightly integrated and delivers a broad range of capabilities that would otherwiserequire the purchase and use of multiple disparate point applications.The cor

35、e of our platform consists of procurement,invoicing and expense managementmodules that form our transactional engine and capture a companys spend.In addition,our platform offers supporting modules,including sourcing,analytics,contract management,supplier management,inventory management and storefron

36、t,that help companies further manage their spend.Moreover,through our Coupa Open Business Network,suppliers of all sizes can easily interact with buyers electronically,thus significantly reducing paper,improvingoperating efficiencies and reducing costs.We have a strong results-driven and customer su

37、ccess-focused culture.Our focus is on delivering quantifiable business value to our customers byhelping them maximize spend under management to achieve real,measurable value and savings.With a rapid time to deployment,typically ranging from afew weeks to several months,and an easy to use interface t

38、hat shields users from complexity,our customers can achieve widespread user adoption quicklyand generate savings within a short timeframe,thus benefitting from a rapid return on investment.We benefit from powerful network effects.As more businesses subscribe to our platform,the collective spend unde

39、r management on our platformgrows.Greater aggregate spend under management on our platform attracts more suppliers,which in turn attracts more businesses that want to take advantageof the goods and services available through our platform,thereby creating powerful network effects.In addition,as more

40、businesses and employees use ourplatform,the amount of spend under management continues to increase.This leads to more value and savings for customers and improves our ability toattract more businesses.The resulting increase in sales enables us to further invest in our platform and to improve our fu

41、nctionality and user interface tocontinue to attract more businesses and suppliers to our platform,which enhances the network effects that benefit all parties.We have developed a rich partner ecosystem of systems integrators,implementation partners,resellers and technology partners.We work closely w

42、ithseveral global systems integrators,including KPMG,Deloitte,Accenture,IBM,PwC and Wipro,that help us scale our business,extend our global reach anddrive increased market penetration.We expect the number of our partner-led implementations to continue to increase over time,as well as sales referrals

43、 fromour partners.1We have achieved rapid growth in customer adoption,cumulative spend under management and transactions conducted through our platform.Wehave more than 1.5 million licensed users who have driven an expansion in spend under management over time.These licensed users represent the empl

44、oyeesamong our base of more than 530 total customers who are authorized to use our solutions.Our cumulative spend under management is highlighted below:Cumulative spend under management does not directly correlate to our revenue or results of operations because we do not charge our customersbased on

45、 actual usage of our platform.However,we believe that cumulative spend under management illustrates the adoption,scale and value of ourplatform,which we believe enhances our ability to maintain existing customers and attract new customers.For our fiscal years ended January 31,2017 and 2016,our reven

46、ues were$133.8 million and$83.7 million,respectively,and our net losses were$37.6 million and$46.2 million,respectively,as we focused on growing our business.Coupas Unified Cloud-Based Spend Management PlatformWe offer a unified,cloud-based spend management platform that can significantly improve sa

47、vings for businesses.The core of our platform consistsof procurement,invoicing and expense management modules that form our transactional engine and capture a companys spend under management.Inaddition,our platform offers supporting modules,including sourcing,analytics,contract management,supplier m

48、anagement,inventory management andstorefront,that help companies further manage their spend.Our platform provides businesses with real-time visibility into spending that is occurring company-wide and enables businesses to drive adoption ofthe platform and capture,analyze and control this spend,achie

49、ve real measurable value and savings and directly improve their profitability:Drive Adoption.Our platform applies a distinctive user-centric approach that shields users from complexity and provides a mobile-enabledconsumer Internet-like experience,thus enabling widespread adoption of our platform by

50、 users across the entire organization as well assuppliers.Capture.At the core of our platform is our transactional engine that is comprised of our procurement,invoicing and expense managementmodules,which collectively capture spend within an organization.2 Given purchase orders,invoices and expense

51、reports flow through our platform and the data is stored centrally in a clean and organizedfashion,businesses are able to observe the company-wide spending activities in real time.Analyze.Our spending analytics capabilities provide intuitive spend analysis dashboards and reports that deliver real-ti

52、me analyticalinsights that help businesses identify problems and make better spending decisions.Real-time analytical insight is critical to helpingidentify savings opportunities and risks,as well as isolating problem areas in the spending process to target improvement efforts.Control.We help our cus

53、tomers control and streamline their spending activity,as well as realize efficiencies that result in real savings.Ourplatform has extensive functionality that enables managers to prevent excessive spend and reduce spend through realizing efficiencies andcost savings associated with strategic sourcin

54、g and contract compliance.Save.Within a short timeframe,we help our customers realize measurable value and savings by taking advantage of pre-negotiated supplierdiscounts,achieving contract compliance,improving process efficiencies and reducing redundant and wasteful spending,as well as enablestrate

55、gic sourcing via reverse auctions in which suppliers bid down prices at which they are willing to sell their goods and services tobusinesses.Our Platforms CapabilitiesOur unified,cloud-based spend management platform includes the following capabilities:Coupas Transactional EngineThe core of our plat

56、form is our transactional engine,which is comprised of the following modules:Procurement.Our procurement module enables customers to strategically establish spend policies and approval rules to govern companyspending.The application provides a consumerized e-commerce shopping experience so that empl

57、oyees can easily and quickly find thegoods and services they need to do their jobs.Our procurement module streamlines purchasing requisition and purchase order processes,3 allowing businesses to track and manage purchases in real time,thus reducing time and cost.Upon approval of an employee request,

58、purchase orders are automatically sent to suppliers for fulfillment and invoicing.Benchmark data allows customers to spot processinefficiencies,while configuration ease enables businesses to effortlessly adjust business processes to meet continually changing businessrequirements.Invoicing.Our invoic

59、ing module enables customers to improve cash management through the effective management of supplier invoices viaembedded dashboards and work queues that prioritize invoices with early payment discount opportunities.Customers may quickly configureinvoice approval and matching rules so invoices can b

60、e routed without accounts payable team member effort and cost.Easy,no-cost meansfor suppliers to create electronic invoices that comply with government regulations allow businesses to eliminate paper and further reducetheir invoice processing costs,all while reducing invoice payment fraud risk.Expen

61、se Management.Our expense management module enables customers to gain control of the expenses incurred by employees.Innovative mobile capabilities such as GPS and geo-location make it easy for travelers to create expense reports on-the-go so businesses gainreal-time expense visibility.Frugal meter c

62、apabilities automatically assess the appropriateness of employee charges based on the customersconfigured business processes.Seamless connectivity to credit card providers feed charges into our expense management module for addedvisibility and reporting ease.Supporting ModulesOur platform offers the

63、 following supporting modules that help companies further manage their spend:Sourcing.Our sourcing module enables customers to find the best suppliers for the goods or services they need to run their businesses.Customerseasily create sourcing events containing the specifics of their business needs a

64、nd invite suppliers to participate.Suppliers are able to review and bideffortlessly and without any fees to participate.Collaboration capabilities enable employees to review bids and provide feedback that is automaticallycompiled and scored.Inventory.Our inventory module enables customers to manage

65、spending by effectively managing physical goods and virtual licenses.Employeessearching for goods see inventory on hand balances in the search results,which eliminates redundant spending.Embedded dashboards facilitate the move ofinventory from warehouse to warehouse and predict item shortages so inv

66、entory managers can easily manage goods and licenses.The application automatesfulfillment and keeps inventory in sync through regular cycle counts,discrepancy reports,and asset tags.Contracts.Our contracts module enables customers to operationalize contracts and make them easily available for purcha

67、sing by employees acrossthe organization.Contract compliance increases savings as employees make purchases using negotiated rates.Real-time contract enforcement and spendvisibility is provided through embedded dashboards at both the contract and summary level.Full text search capabilities and automa

68、tic alerts remindemployees to review contracts prior to expiration or auto-renewal dates.Supplier Management.Our supplier management module enables customers to collect supplier information required to manage and pay theirsuppliers.Customers can quickly create unlimited data collection web forms usi

69、ng a drag and drop interface.Web forms may be tailored for country specificrules or supplier types.To make data collection easy,web forms are embedded as part of the natural business processes for procurement and invoicing.Real-time dashboards and reports show supplier data freshness and upcoming ex

70、pirations.Analytics.Our analytics module provides managers a large set of built-in reports and dashboards that allow users to see spending activity,findbottlenecks in workflows,analyze granular data by commodity,supplier,location and cost center,and drill-down into the spend transactions.We havecrea

71、ted more than one hundred out-of-the-box reports covering some of the most important business metrics,such as unified spend for purchase orders,invoices or expense reports,spend trends over time,spend by commodity,supplier and contract;however,users can also create new metrics,reports anddashboards

72、with our intuitive user interface,as well as include external data like corporate and travel expenses or integrate with third-party systems,to get aholistic view of their spend patterns.4Storefront.Our storefront module enables customers with a third-party procurement system to use our consumerized

73、catalog search experience soemployees can easily and quickly find the goods and services they need to do their jobs.Our storefront module works with third party procurement systemsthat support open catalog interface or cXML for catalog integrationCoupa Open Business NetworkOur Coupa Open Business Ne

74、twork instantly connects businesses and suppliers providing businesses with a platform that is accessible to suppliers ofall sizeseven those typically ignored by fee-based closed networksto drive success.Suppliers have a variety of options to connect with businessesincluding:Coupa Supplier Portal.Th

75、is portal is a tool for suppliers to easily do business with our customers.The Supplier Portal lets suppliers managecontent and settings on a customer-by-customer basis,including managing company information,setting up purchase order transmissionpreferences,creating and managing online catalogs,mana

76、ging procurement orders and invoices across multiple customers and gainingvisibility to the status of invoices.Coupa Supplier Actionable Notifications.These notifications enable suppliers to receive HTML purchaser orders and convert thesepurchase orders into invoices right from the procurement order

77、 e-mail,which represents the easiest way to submit electronic invoices throughour platform.Direct Connection via cXML and EDI.Our platform supports various communication formats such as cXML or EDI for suppliers that wantto automate their invoicing through a tighter integration with our platform.Dir

78、ect E-mail.Suppliers can choose to send PDF invoices simply through e-mail.By using our Coupa Open Business Network,companies can become compliant with government mandates,increase profitability and reduce costsby driving electronic transactions from purchase order through e-invoice and payment visi

79、bility.Our Coupa Open Business Network user interface is easy tonavigate and requires little to no training for suppliers to instantly manage transactions.Businesses are able to interact with thousands of suppliers alreadyusing our Supplier Portal,onboard new suppliers in minutes,integrate directly

80、or simply use our smart e-mail tools.Businesses can also use the Coupa OpenBusiness Network to layer on top of their existing technology,including third-party systems such as Oracle iProcurement,SAP SRM and others.Suppliers ofall sizes benefit,as they are able to join the networked economy without c

81、hanging their technology or spending money on transaction fees.Key Benefits to Businesses Rapid time to value through fast deployment cycles and low cost of ownership of cloud-based model.Opportunity to achieve significant and sustainable savings that can translate into improved profitability.High e

82、mployee adoption of our easy-to-use unified platform,which enables better visibility into spend.Strong supplier adoption as suppliers are motivated to join our network due to ease of enablement,flexibility and lack of supplier fees.Access to extensive spending data in real time,which leads to superi

83、or decision making that can result in significant cost savings.Ability to stay agile and adapt to changes in operating and regulatory environments with our easily configurable platform.Process efficiency improvements that allow businesses to free up valuable resources and staff who can be deployed e

84、ffectively elsewhere inthe organization.Enhanced compliance with governmental regulations through greater auditability,documentation and control of spending activity.5Key Benefits to Employees Intuitive and simple user experience that shields users from complexity and enables adoption of our platfor

85、m with minimal training.Efficiency improvements as employees are more rapidly able to procure the goods and services they need to fulfill their job responsibilities.Mobile access from anywhere in the world from any device.Convenience to employees,as our platform gathers data on historical activity a

86、nd leverages the insights to help populate requests andminimize data entry.Faster reimbursement to employees due to more efficient expense management processes.Key Benefits to Suppliers Participating in our Coupa Open Business Network.Fast registration process and flexibility to interact with custom

87、ers through the Coupa Supplier Portal,direct integration or simply by use ofdirect email.Elimination of manual processes and efficiency improvements through electronic invoicing and streamlined procurement and paymentprocesses.Real-time visibility into invoice status,often through direct push notifi

88、cations without having to log in to a portal.Seamless audit,documentation and archiving of electronic purchase orders and invoices that helps suppliers comply with changinggovernment regulations,as well as avoid risks.Opportunity to display supplier information and catalog of products and services o

89、n the Coupa Open Business Network for existing andprospective customers.Our Competitive Strengths Easy and Intuitive User Interface that Enables Widespread Employee Adoption.Our focus on an intuitive and simple user experienceshields our users from complexity and results in superior employee adoptio

90、n.Unified Platform With Powerful Functionality.We offer a unified platform that is tightly integrated and delivers a broad range ofcapabilities to manage different types of spend that would otherwise require the purchase and use of multiple disparate point applications.By offering a unified platform

91、 with powerful functionality that integrates different modules,we deliver a comprehensive solution forcustomers to drive adoption,and capture,analyze and control spend across their entire company,thus significantly enhancing savingspotential.Independence and Interoperability.We are agnostic as to th

92、e enterprise resource planning(ERP)system and other back-end systems usedby our customers and our open architecture enables interoperability with numerous software applications,back-end systems and other third-party offerings.Customers can use our application programming interfaces(APIs),flat files,

93、commerce eXtensible Markup Language(cXML)and electronic data interchange(EDI)data formats or custom code to make seamless connections between our platform and their ERPplatform,supplier or other third-party system.Powerful Network Effects.As more businesses subscribe to our platform,the collective s

94、pend under management on our platform grows.Greater aggregate spend under management on our platform attracts more suppliers,which in turn attracts more businesses that want to takeadvantage of the goods and services available through our platform,thereby creating powerful network effects.In additio

95、n,as morebusinesses and employees use our platform,the amount of spend under management continues to increase.This leads to more savings forcustomers and improves our ability to attract more businesses.6 The resulting increase in sales enables us to further invest in our platform and to improve our

96、functionality and user interface to continue toattract more businesses and suppliers to our platform,which enhances the network effects that benefit all parties.Cloud Platform.We are built from the ground up as a SaaS application delivered via the cloud.As a result,our total cost of ownership islow,

97、our deployment times are short and we can seamlessly deploy the latest updates and upgrades to all our customers via our cloud-basedplatform.Rich Partner Ecosystem.We have developed strong strategic relationships with a number of leading partners including global systemsintegrators,implementation pa

98、rtners,resellers and technology partners.While implementation partners such as KPMG,Deloitte,Accenture,PwC and Wipro help us scale our business by extending our global reach and driving increased market penetration,our technology partnersincluding Dell Boomi,IBM(Emptoris)and Trustweaver extend and e

99、nhance the capabilities of our platform by facilitating integrations thatcan deliver a higher level of value to customers.Results-Driven Culture.We have a relentless focus on real measurable customer success and work extensively with customers to achievesignificantly improved business value in the f

100、orm of savings through the use of our platform.Higher Supplier Adoption.We do not charge suppliers any upfront or ongoing fees to participate in our Coupa Open Business Network andoffer suppliers an easy and flexible way to interact with customers with minimal friction.As a result,suppliers are moti

101、vated to join ournetwork and adopt our platform,which represents a significant competitive advantage over legacy vendors that often struggle with supplieradoption.Proprietary Data Enables Superior Insights.Our platform collects and presents spend activity data that managers can easily analyze usingp

102、owerful built-in reports and dashboards.Using our proprietary data,we are able to provide benchmarking versus other companies andevaluate supplier performance that can help decision makers identify areas of improvement and realize cost savings.As the number ofemployees and amount of spend through ou

103、r platform grows,we acquire more proprietary data that enables us to provide unique insights toour customers,thus strengthening our powerful value proposition.Growth StrategyKey elements of our strategy include:expand our customer base,both domestically and internationally;deepen existing customer r

104、elationships;increase direct spend under management on our platform;continue to innovate and further develop our platform;and further expand and develop our partner ecosystem.Sales and MarketingWe sell our software applications through our direct sales organization and our partner program,Coupa Part

105、ner Connect.Our direct sales team isglobal and comprised of inside sales and field sales personnel who are organized by geography,account size and application type.We generate customer leads,accelerate sales opportunities and build brand awareness through our marketing programs,including such progra

106、ms withour strategic relationships.For example,we have joint marketing programs and sponsorship agreements with KPMG,Accenture and Wipro.7Our principal marketing programs include:use of our website to provide application and company information,as well as learning opportunities for potential custome

107、rs;field marketing events for customers and prospective customers;territory development representatives who respond to incoming leads to convert them into new sales opportunities;participation in,and sponsorship of,user conferences,executive events,trade shows and industry events;customer programs,i

108、ncluding regional user group meetings;integrated marketing campaigns,including direct e-mail,online web advertising,blogs and webinars;public relations,analyst relations and social media initiatives;cooperative marketing efforts with partners,including joint press announcements,joint trade show acti

109、vities,channel marketing campaignsand joint seminars;and our annual INSPIRE user conference,which is held over two and a half days to connect customers,disseminate best practices,and reinforceour brand among existing and new customers.Partnerships and Strategic RelationshipsAs a core part of our str

110、ategy,we have developed an ecosystem of partners to extend our sales capabilities and coverage,to broaden and complementour application offerings and to provide a broad array of services that lie outside of our primary areas of focus.Our partnerships increase our ability to grow and scale quickly an

111、d efficiently and allow us to maintain greater focus on executing against ourstrategy.Advisory and Referral Partners.Our Advisory and Referral partners provide global,national and regional expertise in spend management,procurement and expense management.They help organizations through operational tr

112、ansformation by leveraging process,best practicesand new technology.These partners may refer customer prospects to us and assist us in selling to them.In return,we typically pay thesepartners a percentage of the first-year subscription revenue generated by the customers they refer.Implementation Par

113、tners.In order to offer the full breadth of implementation services,change management,and strategic consultingservices to our customers,we work with leading global and boutique consulting firms.We work closely with global leaders such as KPMG,Deloitte,Accenture,IBM,PwC and Wipro,as well as with bout

114、ique service providers that focus primarily on delivering implementationservices for our applications,like The Hackett Group,Armanino,Xoomworks and Shelby Group.Our strategy is to enable the majority of ourprojects to be led by implementation partners with additional specialized support from us.Our

115、implementation partners are highly skilledand trained by our team.When working with implementation partners,we are typically in a“co-sell”arrangement where we will sell oursubscription directly to the customer and our partner will sell its implementation services directly to the customer.Reseller Pa

116、rtners.Our reseller partners enhance our customer impact and extend our global presence with integrated technologies,applications,business process outsourcing(BPO)services and region-specific offerings.All of our reseller partners have been trained todemonstrate and promote our applications suites.O

117、ur reseller channel ranges from large,global players like IBM,to regional resellers in newmarkets and territories.Our reseller partners typically purchase our software solutions from us and resell them,integrated with their offeringsto provide additional value to their customers.Technology Partners.

118、Our technology partners provide market-leading technology,complementary products and infrastructure-relatedservices that power and extend our suite of cloud-based spend8 management applications.Our technology partners span a wide range of solutions providers including Dell Boomi,IBM(Emptoris)andTrus

119、tweaver that enhance the capabilities of our platform by facilitating integrations that can deliver a higher level of value to customers.Technology Infrastructure and OperationsThe technologies used to build our platform and modules are native cloud and designed to scale to millions of users.We util

120、ize a modern technologystack to take advantage of advancements in web-design,open source technologies,scalability and security.We have implemented industry-standard securitypractices to help us protect our servers and our customers critical information.We have partnered with AWS to provide the hardw

121、are and infrastructure to support our spend management platform.With this partnership,we areable to easily scale the service during peak load periods,allowing us to continuously add users and customers without significant downtime or lead-time toprocure new capacity.We also have the ability to offer

122、 our solutions globally across different physical locations,with hosting currently available in the U.S.,Singapore,Ireland,Germany and Australia.Research and DevelopmentOur ability to compete depends in large part on our continuous commitment to research and development and our ability to rapidly in

123、troduce newapplications,technologies,features and functionality.Our research and development organization is responsible for the design,development,testing andcertification of our applications.We focus our efforts on developing new applications and core technologies and further enhancing the usabili

124、ty,functionality,reliability,performance and flexibility of existing applications.CompetitionWe believe the overall market for spend management software is highly competitive,marked by rapid consolidation,fragmented and rapidlyevolving due to technological innovations.We have been recognized,however

125、,as a technology and market leader.Our competitors fall into the following categories:Large enterprise software vendors such as Oracle Corporation and SAP AG that predominantly focus on database and ERP software solutions.SAP acquired both Ariba,Inc.and Concur Technologies,Inc.in 2012 and 2014,respe

126、ctively,to form the core of their cloud offerings thatcompete with us.Niche software vendors that either address only a portion of the capabilities we provide or predominantly focus on narrow industry verticals.We believe the principal competitive factors in our market include the following:focus on

127、 customer success;ability to deliver measurable value and savings;ability to offer a unified spend management platform;ease of use;widespread adoption by users;time to deployment;cloud-based architecture;total cost of ownership;configurability and agility;9 rich reporting capabilities;product extens

128、ibility and ability to integrate with other technology infrastructures;independence;and adoption by suppliers.We believe that we compare favorably on the basis of these factors.However,many of our competitors have greater financial,technical and otherresources,greater name recognition and larger sal

129、es and marketing budgets;therefore,we may not compare favorably with respect to some or all of the factorsabove.Intellectual PropertyWe rely on a combination of trade secrets,patents,copyrights and trademarks,as well as contractual protections,to establish and protect ourintellectual property rights

130、.While we have obtained or applied for patent protection for some of our intellectual property,we do not believe that we arematerially dependent on any one or more of our patents.We require our employees,consultants and other third parties to enter into confidentiality andproprietary rights agreemen

131、ts and control access to software,documentation and other proprietary information.We pursue the registration of domain names,trademarks and service marks in the United States and in various jurisdictions outside the United States.We also actively seek patent protection covering inventions originatin

132、g from our company.We control access to and use of our proprietary technology and other confidential information through the use of internal and external controls,including contractual protections with employees,contractors,customers,and partners,and our software is protected by U.S.and internationa

133、l intellectualproperty laws.Our policy is to require employees and independent contractors to sign agreements assigning to us any inventions,trade secrets,works ofauthorship,developments and other processes generated by them on our behalf and agreeing to protect our confidential information.In addit

134、ion,wegenerally enter into confidentiality agreements with our vendors and customers.We also control and monitor access to,and distribution of our software,documentation and other proprietary information.Despite our efforts to protect our proprietary technology and our intellectual property rights,u

135、nauthorized parties may attempt to copy or obtain anduse our technology to develop applications with the same functionality as our applications.Policing unauthorized use of our technology and intellectualproperty rights is difficult.In addition,we intend to expand our international operations,and ef

136、fective protection of our technology and intellectual propertyrights may not be available to us in every country in which our software or services are available.We and others in our industry have been,and we expect that we will continue to be,subject to third-party infringement claims as the number

137、ofcompetitors grows and the functionality of applications in different industry segments overlaps.Moreover,many of our competitors and other industryparticipants have been issued patents and/or have filed patent applications,and have asserted claims and related litigation regarding patent and otheri

138、ntellectual property rights.From time to time,third parties,including certain of these companies,have asserted patent,copyright,trademark,trade secret andother intellectual property rights within the industry.Any of these third parties might make a claim of infringement against us at any time.Our Cu

139、stomersAs of January 31,2017,our more than 530 customers are doing business in more than 100 countries and our platform was offered in more than 20languages.We define a customer as a separate and distinct buying entity,such as a company,an educational or government institution,or a distinct business

140、unit of a large corporation that has an active contract with us or our partner to access our platform.Our customers include leading businesses in a diverse setof industries,including healthcare and pharmaceuticals,retail,financial services,manufacturing,and technology,amongst others.10EmployeesAs of

141、 January 31,2017,we had 652 full-time employees globally,of which 425 work in the U.S.and 227 work internationally.None of our U.S.employees are represented by a labor union or are the subject of a collective bargaining agreement.We have not experienced any work stoppages,and weconsider our relation

142、s with our employees to be good.Corporate InformationWe were incorporated in February 2006 in Delaware.Our principal executive offices are located at 1855 S.Grant Street,San Mateo,CA 94402,andour telephone number is(650)931-3200.Our website address is .The information on,or that can be accessed thro

143、ugh,our website is not partof this report.We have included our website address as an inactive textual reference only.The public may also read and copy any materials that we file with the SEC at the SECs Public Reference Room at 100 F Street N.E.,Washington,D.C.20549.The public may obtain information

144、 on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.The SEC alsomaintains an Internet website that contains reports and other information regarding issuers,such as Coupa,that file electronically with the SEC.The SECsInternet website is located at http:/www.sec.gov.Ite

145、m 1A.Risk Factors.A description of the risks and uncertainties associated with our business is set forth below.You should carefully consider the risks described below,as well as the other information in this Annual Report on Form 10-K,including our consolidated financial statements and the related n

146、otes and“Managements Discussion and Analysis of Financial Condition and Results of Operations”.The occurrence of any of the events or developments describedbelow could materially and adversely affect our business,financial condition,results of operations and growth prospects.In such an event,the mar

147、ket priceof our common stock could decline.Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair ourbusiness operations.Risks Related to Our Business and IndustryWe have a limited operating history,which makes it difficult to predict our fu

148、ture operating results.We were incorporated in 2006 and introduced our first software module shortly thereafter and over time have invested in building our integratedplatform.As a result of our limited operating history,our ability to forecast our future operating results is limited and subject to a

149、 number of uncertainties,including our ability to plan for and model future growth.We have encountered and will encounter risks and uncertainties frequently experienced bygrowing companies in rapidly changing industries,such as the risks and uncertainties described herein.If our assumptions regardin

150、g these risks anduncertainties(which we use to plan our business)are incorrect or change,or if we do not address these risks successfully,our operating and financial resultscould differ materially from our expectations and our business could suffer.Any success that we may experience in the future wi

151、ll depend,in large part,on our ability to manage the risks discussed herein and to,among otherthings:retain and expand our customer base on a cost-effective basis;successfully compete in our markets;continue to add features and functionality to our platform to meet customer demand;increase revenues

152、from existing customers as they add users or purchase additional modules;continue to invest in research and development;scale our internal business operations in an efficient and cost-effective manner;11 scale our global customer success organization to make our customers successful in their spend m

153、anagement deployments;help our partners to be successful in deployments of our platform;successfully expand our business domestically and internationally;successfully protect our intellectual property and defend against intellectual property infringement claims;and hire,integrate and retain professi

154、onal and technical talent.If we are unable to attract new customers,the growth of our revenues will be adversely affected.To increase our revenues,we must add new customers,increase the number of users at existing customers and sell additional modules to currentcustomers.As our industry matures or i

155、f competitors introduce lower cost and/or differentiated products or services that are perceived to compete with ours,our ability to sell based on factors such as pricing,technology and functionality could be impaired.As a result,we may be unable to attract new customers atrates or on terms that wou

156、ld be favorable or comparable to prior periods,which could have an adverse effect on the growth of our revenues.Because our platform is sold to large enterprises with complex operating environments,we encounter long and unpredictable sales cycles,which couldadversely affect our operating results in

157、a given period.Our ability to increase revenues and achieve profitability depends,in large part,on widespread acceptance of our platform by large enterprises.As wetarget our sales efforts at these customers,we face greater costs,longer sales cycles and less predictability in completing some of our s

158、ales.As a result of thevariability and length of the sales cycle,we have only a limited ability to forecast the timing of sales.A delay in or failure to complete sales could harm ourbusiness and financial results,and could cause our financial results to vary significantly from period to period.Our s

159、ales cycle varies widely,reflectingdifferences in potential customers decision-making processes,procurement requirements and budget cycles,and is subject to significant risks over which wehave little or no control,including:customers budgetary constraints and priorities;the timing of customers budge

160、t cycles;the need by some customers for lengthy evaluations;and the length and timing of customers approval processes.In the large enterprise market,the customers decision to use our platform may be an enterprise-wide decision;therefore,these types of sales requireus to provide greater levels of edu

161、cation regarding the use and benefits of our platform,which causes us to expend substantial time,effort and moneyeducating them as to the value of our platform.In addition,because we are a relatively new company with a limited operating history,our target customersmay prefer to purchase software tha

162、t is critical to their business from one of our larger,more established competitors.Our typical sales cycle can range fromthree to nine months,and we expect that this lengthy sales cycle may continue or increase.Longer sales cycles could cause our operating and financialresults to suffer in a given

163、period.The markets in which we participate are intensely competitive,and if we do not compete effectively,our operating results could be adversely affected.The market for spend management software is highly competitive,with relatively low barriers to entry for some software or service organizations.

164、Ourcompetitors include Oracle Corporation(Oracle)and SAP AG(SAP),well-established providers of spend management software,that have long-standingrelationships with many customers.Some customers may be hesitant to adopt cloud-based software such as ours and prefer to purchase from legacy softwarevendo

165、rs.Oracle and SAP are larger and have greater name recognition,much longer operating histories,larger marketing budgets and significantly greaterresources than we do.These vendors,as well as other12competitors,may offer spend management software on a standalone basis at a low price or bundled as par

166、t of a larger product sale.In order to take advantageof customer demand for cloud-based software,legacy vendors are expanding their cloud-based software through acquisitions and organic development.Forexample,SAP acquired Ariba,Inc.and Concur Technologies,Inc.Legacy vendors may also seek to partner

167、with other leading cloud providers.We also facecompetition from custom-built software vendors and from vendors of specific applications,some of which offer cloud-based solutions.We may also facecompetition from a variety of vendors of cloud-based and on-premise software products that address only a

168、portion of our platform.In addition,othercompanies that provide cloud-based software in different target markets may develop software or acquire companies that operate in our target markets,andsome potential customers may elect to develop their own internal software.With the introduction of new tech

169、nologies and market entrants,we expect thiscompetition to intensify in the future.Many of our competitors are able to devote greater resources to the development,promotion and sale of their products and services.Furthermore,ourcurrent or potential competitors may be acquired by third parties with gr

170、eater available resources and the ability to initiate or withstand substantial pricecompetition.In addition,many of our competitors have established marketing relationships,access to larger customer bases and major distributionagreements with consultants,system integrators and resellers.Our competit

171、ors may also establish cooperative relationships among themselves or with thirdparties that may further enhance their product offerings or resources.If our platform does not become more accepted relative to our competitors,or if ourcompetitors are successful in bringing their products or services to

172、 market earlier than ours,or if their products or services are more technologically capablethan ours,then our revenues could be adversely affected.In addition,some of our competitors may offer their products and services at a lower price.If we areunable to achieve our target pricing levels,our opera

173、ting results will be negatively affected.Pricing pressures and increased competition could result inreduced sales,reduced margins,losses or a failure to maintain or improve our competitive market position,any of which could adversely affect our business.Our business depends substantially on our cust

174、omers renewing their subscriptions and purchasing additional subscriptions from us.Any decline in ourcustomer renewals would harm our future operating results.In order for us to maintain or improve our operating results,it is important that our customers renew their subscriptions when the initial co

175、ntract termexpires and add additional authorized users and additional spend management modules to their subscriptions.Our customers have no obligation to renewtheir subscriptions,and we cannot assure you that our customers will renew subscriptions with a similar contract period or with the same or a

176、 greater numberof authorized users and modules.Some of our customers have elected not to renew their agreements with us,and we may not be able to accurately predictrenewal rates.Our renewal rates may decline or fluctuate as a result of a number of factors,including our customers satisfaction with ou

177、r subscription service,ourprofessional services,our customer support,our prices and contract length,the prices of competing solutions,mergers and acquisitions affecting our customerbase,the effects of global economic conditions or reductions in our customers spending levels.Our future success also d

178、epends in part on our ability to addadditional authorized users and modules to the subscriptions of our current customers.If our customers do not renew their subscriptions,renew on lessfavorable terms or fail to add more authorized users or additional spend management modules,our revenues may declin

179、e,and we may not realize improvedoperating results from our customer base.If our security measures are breached or unauthorized access to customer data is otherwise obtained,our platform may be perceived as not being secure,customers may reduce the use of or stop using our platform and we may incur

180、significant liabilities.Our platform involves the storage and transmission of our customers sensitive proprietary information,including their spending and other relateddata.As a result,unauthorized access or security breaches could result in the loss of information,litigation,indemnity obligations a

181、nd other liability.Whilewe have security measures in place that are designed to protect customer information and prevent data loss and other security breaches,if these measures arebreached as a result of third-party action,employee error,malfeasance or otherwise,and someone obtains unauthorized acce

182、ss to our customers data,wecould face loss of business,regulatory investigations or orders,our reputation could be severely damaged,we could be required to expend significant capitaland other resources to alleviate the problem,as well as incur significant costs and liabilities,including due to litig

183、ation,13indemnity obligations,damages for contract breach,penalties for violation of applicable laws or regulations,and costs for remediation and other incentivesoffered to customers or other business partners in an effort to maintain business relationships after a breach.We cannot assure you that a

184、ny limitations of liability provisions in our contracts would be enforceable or adequate or would otherwise protect usfrom any liabilities or damages with respect to any particular claim relating to a security lapse or breach.We also cannot be sure that our existing insurancecoverage will continue t

185、o be available on acceptable terms or will be available in sufficient amounts to cover one or more large claims related to a securitybreach,or that the insurer will not deny coverage as to any future claim.The successful assertion of one or more large claims against us that exceed availableinsurance

186、 coverage,or the occurrence of changes in our insurance policies,including premium increases or the imposition of large deductible or co-insurancerequirements,could have a material adverse effect on our business,including our financial condition,operating results,and reputation.Cyber-attacks and oth

187、er malicious Internet-based activities continue to increase generally.Because the techniques used to obtain unauthorizedaccess or sabotage systems change frequently and generally are not identified until they are launched against a target,we may be unable to anticipate thesetechniques or to implemen

188、t adequate preventative measures.In addition,third parties may attempt to fraudulently induce employees or users to discloseinformation to gain access to our data or our customers data.While it did not involve any customer data,we have previously suffered the loss of certainemployee information rela

189、ted to an employee error.If any of these events occur,our or our customers information could be accessed or disclosed improperly.Any or all of these issues could negatively affect our ability to attract new customers,cause existing customers to elect to not renew their subscriptions,resultin reputat

190、ional damage or subject us to third-party lawsuits,regulatory fines or other action or liability,which could adversely affect our operating results.If we fail to develop widespread brand awareness cost-effectively,our business may suffer.We believe that developing and maintaining widespread awarenes

191、s of our brand in a cost-effective manner is critical to achieving widespreadacceptance of our platform and attracting new customers.For example,widespread awareness of our brand is critical to ensuring that we are invited toparticipate in requests for proposals from prospective customers.Our succes

192、s in this area will depend on a wide range of factors,some of which are beyond ourcontrol,including the following:the efficacy of our marketing efforts;our ability to offer high-quality,innovative and error-and bug-free modules;our ability to retain existing customers and obtain new customers;the ab

193、ility of our customers to achieve successful results by using our platform;the quality and perceived value of our platform;our ability to successfully differentiate our offerings from those of our competitors;actions of competitors and other third parties;our ability to provide customer support and

194、professional services;any misuse or perceived misuse of our platform and modules;positive or negative publicity;interruptions,delays or attacks on our platform or modules;and litigation,legislative or regulatory-related developments.Brand promotion activities may not generate customer awareness or i

195、ncrease revenues,and,even if they do,any increase in revenues may not offsetthe expenses we incur in building our brand.If we fail to successfully promote and maintain our brand,or incur substantial expenses,we may fail to attract orretain customers necessary to realize a sufficient return on our br

196、and-building efforts or to achieve the widespread brand awareness that is critical for broadcustomer adoption of our platform.14Furthermore,negative publicity(whether or not justified)relating to events or activities attributed to us,our employees,our partners or othersassociated with any of these p

197、arties,may tarnish our reputation and reduce the value of our brand.Damage to our reputation and loss of brand equity couldreduce demand for our platform and have an adverse effect on our business,operating results and financial condition.Moreover,any attempts to rebuild ourreputation and restore th

198、e value of our brands may be costly and time consuming,and such efforts may not ultimately be successful.We have experienced rapid growth and expect our growth to continue and if we fail to manage our growth effectively,we may be unable to execute ourbusiness plan,maintain high levels of service or

199、adequately address competitive challenges.We have experienced a rapid growth in our business,headcount and operations since inception.We have also significantly increased the size of ourcustomer base.We anticipate that we will continue to expand our operations and headcount,including internationally

200、.This growth has placed,and futuregrowth will place,a significant strain on our management,administrative,operational and financial infrastructure.Our success will depend in part on ourability to manage this growth effectively.To manage the expected growth of our operations and personnel,we will nee

201、d to continue to improve ouroperational,financial and management controls and our reporting systems and procedures.Failure to effectively manage growth could result in difficulty ordelays in deploying customers,declines in quality or customer satisfaction,increases in costs,difficulties in introduci

202、ng new features and/or otheroperational difficulties,any of which could adversely affect our business performance and results of operations.We have a history of cumulative losses,and we do not expect to be profitable for the foreseeable future.We have incurred significant losses in each period since

203、 our inception in 2006.We incurred net losses of$37.6 million,$46.2 million and$27.3million in the fiscal years ended January 31,2017,2016 and 2015,respectively.We had an accumulated deficit of$160.5 million and$122.9 million atJanuary 31,2017 and 2016,respectively.Our losses and accumulated deficit

204、 reflect the substantial investments we made to acquire new customers anddevelop our platform.We expect our operating expenses to increase in the future due to anticipated increases in sales and marketing expenses,research anddevelopment expenses,operations costs and general and administrative costs

205、,and,therefore,we expect our losses to continue for the foreseeable future.Furthermore,to the extent we are successful in increasing our customer base,we will also incur increased losses because costs associated with acquiringcustomers are generally incurred up front,while subscription revenues are

206、generally recognized ratably over the terms of the agreements(typically threeyears,although some customers commit for shorter periods).You should not consider our recent growth in revenues as indicative of our future performance.Accordingly,we cannot assure you that we will achieve profitability in

207、the future,or that,if we do become profitable,we will sustain profitability.We do not have a long history with our subscription or pricing models and changes could adversely affect our operating results.We have limited experience with respect to determining the optimal prices and contract length for

208、 our platform.As the markets for our softwaresubscriptions grow,as new competitors introduce new products or services that compete with ours or as we enter into new international markets,we may beunable to attract new customers at the same price or based on the same pricing model as we have used his

209、torically.For example,customers may demandpricing models that include price adjustments that are correlated to the savings they realize using our products and services.While this is not and has notbeen our pricing model,we have discussed it with some customers in the past and may choose to implement

210、 it in the future.Moreover,regardless of pricingmodel used,large customers,which are the focus of our sales efforts,may demand higher price discounts than in the past.As a result,in the future we may berequired to reduce our prices,offer shorter contract durations or offer alternative pricing models

211、,which could adversely affect our revenues,gross margin,profitability,financial position and cash flow.15Because we recognize subscription revenues over the term of the contract,fluctuations in new sales will not be immediately reflected in our operatingresults and may be difficult to discern.We gen

212、erally recognize subscription revenues from customers ratably over the terms of their contracts,which are typically three years,although somecustomers commit for shorter periods.As a result,most of the subscription revenues we report on each quarter are derived from the recognition of deferredrevenu

213、e relating to subscriptions entered into during previous quarters.Consequently,a decline in new or renewed subscriptions in any single quarter wouldlikely have only a small impact on our revenues for that quarter.However,such a decline would negatively affect our revenues in future quarters.Accordin

214、gly,the effect of significant downturns in sales and market acceptance of our platform,and potential changes in our pricing policies or rate ofrenewals,may not be fully apparent from our reported results of operations until future periods.We may be unable to adjust our cost structure to reflect the

215、changes in revenues.In addition,a significant majority of our costs are expensed asincurred,while subscription revenues are recognized over the life of the customer agreement.As a result,increased growth in the number of our customerscould result in our recognition of more costs than revenues in the

216、 earlier periods of the terms of our agreements.Our subscription model also makes it difficultfor us to rapidly increase our revenues through additional sales in any period,as revenues from new customers must be recognized over the applicablesubscription term.Professional services revenues are recog

217、nized as the services are performed or upon the completion of the project,depending on the type ofprofessional services arrangement involved.Professional services engagements typically span from a few weeks to several months,which makes it somewhatdifficult to predict the timing of revenue recogniti

218、on for such services and the corresponding effects on our results of operations.Professional servicesrevenues have and may continue to fluctuate significantly from period to period.In addition,because professional services expenses are recognized as theservices are performed or upon completion of th

219、e project,professional services and total margins can significantly fluctuate from period to period.Our quarterly results may fluctuate significantly and may not fully reflect the underlying performance of our business.Our quarterly results of operations,as well as our key metrics discussed elsewher

220、e in this annual report,including the levels of our revenues,grossmargin,cash flow and deferred revenue,may vary significantly in the future and period-to-period comparisons of our operating results and key metrics maynot be meaningful.Accordingly,the results of any one quarter should not be relied

221、upon as an indication of future performance.Our quarterly financialresults and metrics may fluctuate as a result of a variety of factors,many of which are outside of our control,as a result they may not fully reflect theunderlying performance of our business.These quarterly fluctuations may negative

222、ly affect the value of our common stock.Factors that may cause thesefluctuations include,without limitation:our ability to attract new customers;the addition or loss of large customers,including through acquisitions or consolidations;the timing of recognition of revenues;the amount and timing of ope

223、rating expenses;general economic,industry and market conditions,both domestically and internationally;customer renewal rates;significant security breaches of,technical difficulties with,or interruptions to,the delivery and use of our products on our platform;the amount and timing of completion of pr

224、ofessional services engagements;increases or decreases in the number of users for our platform or pricing changes upon any renewals of customer agreements;changes in our pricing policies or those of our competitors;16 seasonal variations in sales of our software subscriptions,which has historically

225、been highest in the fourth quarter of a calendar year but mayvary in future quarters;the timing and success of new module introductions by us or our competitors or any other change in the competitive dynamics of ourindustry,including consolidation among competitors,customers or strategic partners;ch

226、anges in foreign currency exchange rates;extraordinary expenses such as litigation or other dispute-related settlement payments;sales tax and other tax determinations by authorities in the jurisdiction in which we conduct business;the impact of new accounting pronouncements;fluctuations in stock-bas

227、ed compensation expense;expenses in connection with mergers,acquisitions or other strategic transactions;and the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment ofgoodwill from acquired companies.The profitability

228、 of our customer relationships may fluctuate.Our business model focuses on maximizing the lifetime value of our customer relationships and we need to make significant investments in order toadd new customers to grow our customer base.The profitability of a customer relationship in any particular per

229、iod depends in part on how long the customerhas been a subscriber on our platform.In general,the upfront costs associated with new customers are higher in the first year than the aggregate revenues werecognize from those new customers in the first year.We review the lifetime value and associated acq

230、uisition costs of our customers,as discussed further in“Managements Discussion and Analysis ofFinancial Condition and Results of Operations”.The lifetime value of our customers and customer acquisition costs has and will continue to fluctuate fromone period to another depending upon the amount of ou

231、r net new subscription revenues(which depends on the number of new customers in a period,upsellsof additional modules to existing customers and changes in subscription fees charged to existing customers),gross margins(which depends on investments inand other changes to our cost of customer support a

232、nd allocated overhead),sales and marketing expenses and renewal rates(which depend on our ability tomaintain or grow subscription fees from customers).These amounts have fluctuated from quarter to quarter and will continue to fluctuate in the future.Wemay not experience lifetime value to customer ac

233、quisition cost ratios in future years or periods similar to those we have achieved to date.Other companiesmay calculate lifetime value and customer acquisition costs differently than our chosen method and,therefore,may not be directly comparable.We depend on our senior management team and the loss o

234、f our chief executive officer or one or more key employees or an inability to attract and retainhighly skilled employees could adversely affect our business.Our success depends largely upon the continued services of our key executive officers.In particular,our chief executive officer,Robert Bernshte

235、yn,is critical to our vision,strategic direction,culture and overall business success.We also rely on our leadership team in the areas of research and development,marketing,sales,services and general and administrative functions,and on mission-critical individual contributors in research and develop

236、ment.From timeto time,there may be changes in our executive management team resulting from the hiring or departure of executives,which could disrupt our business.Wedo not maintain key-man insurance for Mr.Bernshteyn or any other member of our senior management team.We do not have employment agreemen

237、ts withour executive officers or other key personnel that require them to continue to work for us for any specified period and,therefore,they could terminate theiremployment with us at any time.The loss of one or more of our executive officers or key employees could have a serious adverse effect on

238、our business.17To execute our growth plan,we must attract and retain highly qualified personnel.Competition for these personnel is intense,especially forengineers with high levels of experience in designing and developing software for Internet-related services.We have,from time to time,experienced,a

239、nd weexpect to continue to experience,difficulty in hiring and retaining employees with appropriate qualifications.Many of the companies with which wecompete for experienced personnel have greater resources than we have.If we hire employees from competitors or other companies,their former employersm

240、ay attempt to assert that these employees or our company have breached their legal obligations,resulting in a diversion of our time and resources.Inaddition,job candidates and existing employees in the San Francisco Bay Area often consider the value of the stock awards they receive in connection wit

241、htheir employment.If the perceived value of our stock declines,it may adversely affect our ability to recruit and retain highly skilled employees.If we fail toattract new personnel or fail to retain and motivate our current personnel,our business and future growth prospects could be adversely affect

242、ed.If we are not able to provide successful and timely enhancements,new features and modifications for our platform and modules,we may lose existingcustomers or fail to attract new customers and our revenues and financial performance may suffer.If we are unable to provide enhancements and new featur

243、es for our existing modules or new modules that achieve market acceptance or to integratetechnology,products and services that we acquire into our platform,our business could be adversely affected.The success of enhancements,new features andmodules depends on several factors,including the timely com

244、pletion,introduction and market acceptance of the enhancements or new features or modules.Failure in this regard may significantly impair the growth of our revenues.We have experienced,and may in the future experience,delays in the plannedrelease dates of enhancements to our platform,and we have dis

245、covered,and may in the future discover,errors in new releases after their introduction.Eithersituation could result in adverse publicity,loss of sales,delay in market acceptance of our platform or customer claims,including,among other things,warranty claims against us,any of which could cause us to

246、lose existing customers or affect our ability to attract new customers.We rely heavily on Amazon Web Services to deliver our platform and modules to our customers,and any disruption in service from Amazon Web Servicesor material change to our arrangement with Amazon Web Services could adversely affe

247、ct our business.We rely heavily upon Amazon Web Services(AWS)to operate certain aspects of our platform and any disruption of or interference with our use ofAWS could impair our ability to deliver our platform and modules to our customers,resulting in customer dissatisfaction,damage to our reputatio

248、n,loss ofcustomers and harm to our business.We have architected our software and computer systems to use data processing,storage capabilities and other servicesprovided by AWS.Currently,our cloud service infrastructure is run on AWS.Given this,we cannot easily switch our AWS operations to another cl

249、oudprovider,so any disruption of or interference with our use of AWS would adversely affect our operations and potentially our business.AWS provides us with computing and storage capacity pursuant to an agreement that continues until terminated by either party.AWS may terminatethe agreement without

250、cause by providing 30 days prior written notice and may terminate the agreement for cause with 30 days prior written notice,including any material default or breach of the agreement by us that we do not cure within the 30 day period.Additionally,AWS has the right to terminatethe agreement immediatel

251、y with notice to us in certain scenarios such as if AWS believes providing the services could create a substantial economic ortechnical burden or material security risk for AWS,or in order to comply with the law or requests of governmental entities.The agreement requires AWS toprovide us their stand

252、ard computing and storage capacity and related support in exchange for timely payment by us.If any of our arrangements with AWSwere terminated,we could experience interruptions in our software as well as delays and additional expenses in arranging new facilities and services.18We utilize third-party

253、 data center hosting facilities operated by AWS,located in various facilities around the world.Our operations depend,in part,on AWSs abilities to protect these facilities against damage or interruption due to a variety of factors,including infrastructure changes,human or softwareerrors,natural disas

254、ters,power or telecommunications failures,criminal acts,capacity constraints and similar events.For instance,in February 2017,AWSsuffered a significant outage in the United States that had a widespread impact on the ability of certain of our customers to fully use our modules for a smallperiod of ti

255、me.Despite precautions taken at these data centers,the occurrence of spikes in usage volume,a natural disaster,an act of terrorism,vandalism orsabotage,a decision to close a facility without adequate notice or other unanticipated problems at a facility could result in lengthy interruptions in theava

256、ilability of our platform.Even with current and planned disaster recovery arrangements,our business could be harmed.Also,in the event of damage orinterruption,our insurance policies may not adequately compensate us for any losses that we may incur.These factors in turn could further reduce ourrevenu

257、es,subject us to liability and cause us to issue credits or cause customers to fail to renew their subscriptions,any of which could harm our business.Failure to adequately expand our direct sales force will impede our growth.We will need to continue to expand and optimize our sales infrastructure in

258、 order to grow our customer base and our business.We plan to continue toexpand our direct sales force,both domestically and internationally.Identifying and recruiting qualified personnel and training them in the use of oursoftware requires significant time,expense and attention.It often takes six mo

259、nths or longer before our sales representatives are fully-trained and productive.Our business may be adversely affected if our efforts to expand and train our direct sales force do not generate a corresponding increase in revenues.Inparticular,if we are unable to hire,develop and retain talented sal

260、es personnel or if new direct sales personnel are unable to achieve desired productivitylevels in a reasonable period of time,we may not be able to realize the expected benefits of this investment or increase our revenues.Acquisitions could be difficult to identify,pose integration challenges,divert

261、 the attention of management,disrupt our business,dilute stockholder value,and adversely affect our operating results and financial condition.We have in the past acquired and may in the future seek to acquire or invest in businesses,products or technologies that we believe couldcomplement or expand

262、our platform,enhance our technical capabilities or otherwise offer growth opportunities.For example,in December 2016,we acquiredsubstantially all of the assets of Spend360 International Limited(“Spend360”),a data analytics solution company.Acquisitions may also disrupt ourbusiness,divert our resourc

263、es and require significant management attention that would otherwise be available for development of our existing business.In addition,we have limited experience in acquiring other businesses and we may not be able to integrate the acquired personnel,operations andtechnologies successfully,or effect

264、ively manage the combined business following the acquisition.We also may not achieve the anticipated benefits from theacquired business due to a number of factors,including:inability to integrate or benefit from acquired technologies or services in a profitable manner;unanticipated costs,accounting

265、charges or other liabilities associated with the acquisition;incurrence of acquisition-related costs;difficulty integrating the accounting systems,operations and personnel of the acquired business;difficulties and additional expenses associated with supporting legacy products and hosting infrastruct

266、ure of the acquired business;difficulty converting the customers of the acquired business onto our platform and contract terms,including disparities in the revenues,licensing,support or professional services model of the acquired company;adverse effects to our existing business relationships with bu

267、siness partners and customers as a result of the acquisition;the potential loss of key employees;19 use of resources that are needed in other parts of our business;and use of substantial portions of our available cash to consummate the acquisition.In addition,a significant portion of the purchase pr

268、ice of companies we acquire may be allocated to acquired goodwill and other intangible assets,which must be assessed for impairment at least annually.In the future,if our acquisitions do not yield expected returns,we may be required to take charges toour operating results based on this impairment as

269、sessment process,which could adversely affect our results of operations.Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt,which could adversely affect our operating results.In addition,if an acquired business fails to meet our expectations,our operat

270、ing results,business and financial position may suffer.Privacy concerns and laws or other domestic or foreign regulations may reduce the effectiveness of our platform and adversely affect our business.Our customers can use our platform to collect,use and store certain types of personal or identifyin

271、g information regarding their employees andsuppliers.Federal,state and foreign government bodies and agencies have adopted,are considering adopting or may adopt laws and regulations regardingthe collection,use,storage and disclosure of personal information obtained from consumers and individuals,suc

272、h as compliance with the Health InsurancePortability and Accountability Act,or HIPAA,and the recently created EU-U.S.Privacy Shield.The costs of compliance with,and other burdens imposed by,such laws and regulations that are applicable to the businesses of our customers may limit the use and adoptio

273、n of our platform and reduce overall demand orlead to significant fines,penalties or liabilities for any noncompliance with such privacy laws.Furthermore,privacy concerns may cause our customersemployees to resist providing the personal data necessary to allow our customers to use our platform effec

274、tively.Even the perception of privacy concerns,whether or not valid,may inhibit market adoption of our platform in certain industries.All of these domestic and international legislative and regulatory initiatives may adversely affect our customers ability to process,handle,store,useand transmit demo

275、graphic and personal information from their employees,customers and suppliers,which could reduce demand for our platform.TheEuropean Union,or EU,and many countries in Europe have stringent privacy laws and regulations,which may affect our ability to operate cost effectively incertain European countr

276、ies.In particular,the EU has adopted the General Data Protection Regulation,or GDPR,which is scheduled to go into effect in early2018 and contains numerous requirements and changes,including more robust obligations on data processors and heavier documentation requirements fordata protection complian

277、ce programs by companies.Complying with the GDPR may cause us to incur substantial operational costs or require us to changeour business practices.Despite our efforts to bring practices into compliance before the effective date of the GDPR,we may not be successful either due tointernal or external f

278、actors such as resource allocation limitations or a lack of vendor cooperation.Non-compliance could result in proceedings against us bygovernmental entities or others.We may also experience difficulty retaining or obtaining new European or multi-national customers due to the compliancecost,potential

279、 risk exposure,and uncertainty for these entities.We may find it necessary to establish systems to maintain personal data originating from theEU in the European Economic Area,which may involve substantial expense and distraction from other aspects of our business.In the meantime,there couldbe uncert

280、ainty as to how to comply with EU privacy law.The loss of one or more of our key customers could negatively affect our ability to market our platform.We rely on our reputation and recommendations from key customers in order to promote subscriptions to our platform.The loss of any of our keycustomers

281、 could have a significant impact on our revenues,reputation and our ability to obtain new customers.In addition,acquisitions of our customerscould lead to cancellation of our contracts with those customers or by the acquiring companies,thereby reducing the number of our existing and potentialcustome

282、rs.20Our business could be adversely affected if our customers are not satisfied with the implementation services provided by us or our partners.Our business depends on our ability to satisfy our customers,both with respect to our platform and modules and the professional services that areperformed

283、to help our customers use features and functions that address their business needs.Professional services may be performed by our own staff,by athird-party partner or by a combination of the two.Our strategy is to work with partners to increase the breadth of capability and depth of capacity fordeliv

284、ery of these services to our customers,and we expect the number of our partner-led implementations to continue to increase over time.If a customer isnot satisfied with the quality of work performed by us or a partner or with the type of professional services or modules delivered,we may incur additio

285、nalcosts to in addressing the situation,the profitability of that work might be impaired and the customers dissatisfaction with our services could damage ourability to expand the number of modules subscribed to by that customer.In addition,negative publicity related to our customer relationships,reg

286、ardless of itsaccuracy,may further damage our business by affecting our ability to compete for new business with current and prospective customers.We typically provide service level commitments under our customer contracts.If we fail to meet these contractual commitments,we could be obligated toprov

287、ide credits or refunds for prepaid amounts related to unused subscription services or face contract terminations,which could adversely affect ourrevenues.Our customer agreements typically provide service level commitments on a monthly basis.If we are unable to meet the stated service levelcommitment

288、s or suffer extended periods of unavailability for our platform,we may be contractually obligated to provide these customers with service credits,typically 10%of the customers subscription fees for the month in which the service level was not met,and we could face contract terminations,in which case

289、we would be subject to refunds for prepaid amounts related to unused subscription services.Our revenues could be significantly affected if we sufferunexcused downtime under our agreements with our customers.Any extended service outages could adversely affect our reputation,revenues and operatingresu

290、lts.If we fail to integrate our platform with a variety of third-party technologies,our platform may become less marketable and less competitive or obsoleteand our operating results may be harmed.Our platform must integrate with a variety of third-party technologies,and we need to continuously modif

291、y and enhance our platform to adapt tochanges in cloud-enabled hardware,software,networking,browser and database technologies.Any failure of our platform to operate effectively with futuretechnologies could reduce the demand for our platform,resulting in customer dissatisfaction and harm to our busi

292、ness.If we are unable to respond to thesechanges in a cost-effective manner,our platform may become less marketable and less competitive or obsolete and our operating results may be negativelyaffected.In addition,an increasing number of individuals within the enterprise are utilizing mobile devices

293、to access the Internet and corporate resources andto conduct business.If we cannot continue to effectively make our platform available on these mobile devices and offer the information,services andfunctionality required by enterprises that widely use mobile devices,we may experience difficulty attra

294、cting and retaining customers.Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and our financial results.Once our modules are implemented,our customers depend on our support organization to resolve technical issues relating to our

295、 modules.We maybe unable to respond quickly enough to accommodate short-term increases in customer demand for support services.We also may be unable to modify theformat of our support services to compete with changes in support services provided by our competitors.Increased customer demand for these

296、 services,without corresponding revenues,could increase costs and adversely affect our operating results.In addition,our sales process is highly dependent on ourplatform and business reputation and on positive recommendations from our existing customers.Any failure to maintain high-quality technical

297、 support,or amarket perception that we do not maintain high-quality support,could adversely affect our reputation,our ability to sell subscriptions to our modules toexisting and prospective customers and our business,operating results and financial position.21Sales to customers outside the United St

298、ates or with international operations expose us to risks inherent in international sales.A key element of our growth strategy is to expand our international operations and develop a worldwide customer base.The combined revenues fromnon-U.S.regions,as determined based on the billing address of our cu

299、stomers,constituted 32%,28%and 25%of our total revenues for the fiscal years endedJanuary 31,2017,2016 and 2015,respectively.Operating in international markets requires significant resources and management attention and will subjectus to regulatory,economic and political risks that are different fro

300、m those in the United States.Because of our limited experience with internationaloperations,our international expansion efforts may not be successful in creating additional demand for our platform outside of the United States or ineffectively selling subscriptions to our platform in all of the inter

301、national markets we enter.In addition,we will face risks in doing business internationallythat could adversely affect our business,including:the need to localize and adapt our platform for specific countries,including translation into foreign languages and associated expenses;data privacy laws that

302、require customer data to be stored and processed in a designated territory;difficulties in staffing and managing foreign operations and working with foreign partners;different pricing environments,longer sales cycles and longer accounts receivable payment cycles and collections issues;new and differ

303、ent sources of competition;weaker protection for intellectual property and other legal rights than in the United States and practical difficulties in enforcing intellectualproperty and other rights outside of the United States;laws and business practices favoring local competitors;compliance challen

304、ges related to the complexity of multiple,conflicting and changing governmental laws and regulations,includingemployment,tax,privacy and data protection laws and regulations;increased financial accounting and reporting burdens and complexities;restrictions on the transfer of funds;fluctuations in cu

305、rrency exchange rates,which could increase the price of our products outside of the United States,increase the expenses ofour international operations and expose us to foreign currency exchange rate risk;adverse tax consequences;and unstable regional and economic political conditions.As we continue

306、to expand our business globally,our success will depend,in large part,on our ability to anticipate and effectively manage these andother risks associated with our international sales and operations.Our failure to manage any of these risks successfully,or to comply with these laws andregulations,coul

307、d harm our operations,reduce our sales and harm our business,operating results and financial condition.For example,in certain foreigncountries,particularly those with developing economies,certain business practices that are prohibited by laws and regulations applicable to us,such as theForeign Corru

308、pt Practices Act,may be more commonplace.Although we have policies and procedures designed to ensure compliance with these laws andregulations,our employees,contractors and agents,as well as channel partners involved in our international sales,may take actions in violation of ourpolicies.Any such vi

309、olation could have an adverse effect on our business and reputation.Some of our business partners also have international operations and are subject to the risks described above.Even if we are able to successfullymanage the risks of international operations,our business may be adversely affected if

310、our business partners are not able to successfully manage these risks.22If we are unable to implement and maintain effective internal controls over financial reporting in the future,investors may lose confidence in the accuracyand completeness of our financial reports and the market price of our com

311、mon stock may be negatively affected.As a public company,we are required to maintain internal controls over financial reporting and to report any material weaknesses in such internalcontrols.Section 404 of the Sarbanes-Oxley Act of 2002(the Sarbanes-Oxley Act)requires that we evaluate and determine

312、the effectiveness of our internalcontrols over financial reporting and,beginning with our second annual report,provide a management report on the internal controls over financialreporting,which must be attested to by our independent registered public accounting firm to the extent we are no longer an

313、“emerging growth company,”asdefined by The Jumpstart Our Businesses Act of 2012(the JOBS Act).If we have a material weakness in our internal controls over financial reporting,we maynot detect errors on a timely basis and our financial statements may be materially misstated.We are in the process of d

314、esigning and implementing the internalcontrols over financial reporting required to comply with this obligation,which process will be time consuming,costly and complicated.We may not be ableto complete our evaluation,testing,and any required remediation in a timely fashion.If we identify material we

315、aknesses in our internal controls over financial reporting,if we are unable to comply with the requirements of Section 404in a timely manner,if we are unable to assert that our internal controls over financial reporting are effective or if our independent registered publicaccounting firm is unable t

316、o express an opinion as to the effectiveness of our internal controls over financial reporting,investors may lose confidence in theaccuracy and completeness of our financial reports and the market price of our common stock could be negatively affected,and we could become subject toinvestigations by

317、the SEC,stock exchange or other regulatory authorities,which could require additional financial and management resources to address.We may face exposure to foreign currency exchange rate fluctuations,which could adversely affect our business,results of operations and financialcondition.As our intern

318、ational operations expand,our exposure to the effects of fluctuations in currency exchange rates grows because our internationalcontracts are sometimes denominated in local currencies,in particular with respect to the Euro,British Pound Sterling and Australian Dollar.Over time,anincreasing portion o

319、f our international contracts may be denominated in local currencies.Therefore,as exchange rates vary,revenue,cost of revenue,operating expenses and other operating results,when re-measured,may differ materially from expectations.We do not currently engage in currency hedgingactivities to limit the

320、risk of exchange rate fluctuations.However,in the future,we may use derivative instruments,such as foreign currency forward andoption contracts,to hedge certain exposures to fluctuations in foreign currency exchange rates.The use of such hedging activities may not offset any or morethan a portion of

321、 the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place.Additionally,the use of hedging instruments may introduce additional risks if we are unable to structure effective hedges with such instruments.Moreover,we anticipategrowin

322、g our business further outside of the United States,and the effects of movements in currency exchange rates will increase as our transaction volumeoutside of the United States increases.If we cannot continue to expand the use of our platform beyond our initial focus on our procurement and invoicing

323、modules,our ability to grow ourbusiness may be harmed and the growth rate of our revenues may decline.To date,most of our sales have involved our procurement and invoicing modules,which are the most mature modules on our platform.Any factoradversely affecting sales of these modules,including softwar

324、e release cycles,market acceptance,product competition,performance and reliability,reputation,price competition and economic and market conditions,could adversely affect our business and operating results.Furthermore,our ability togrow our business depends in part on our ability to compete in the ma

325、rket for the other modules on our platform,including expense reporting,sourcing,inventory,contracts,analytics,supplier management and storefront.Our efforts to market these other modules is relatively new,and it is uncertain whetherthese other modules will ever result in significant revenues for us.

326、Further,the introduction of new modules beyond these markets may not be successful.23Large customers often demand more configuration and integration services,or customized features and functions that we do not offer,which couldadversely affect our business and operating results.Large customers may d

327、emand more configuration and integration services,which increase our upfront investment in sales and deployment efforts,with no guarantee that these customers will increase the scope of their subscription.As a result of these factors,we must devote a significant amount of salessupport and profession

328、al services resources to individual customers,increasing the cost and time required to complete sales.Additionally,our platform doesnot currently permit customers to modify our code.If prospective customers require customized features or functions that we do not offer and that would bedifficult for

329、them to deploy themselves,then the market for our platform will be more limited and our business could suffer.If our platform fails to perform properly,our reputation could be adversely affected,our market share could decline and we could be subject to liabilityclaims.Our platform is inherently comp

330、lex and may contain material defects or errors.Any defects in functionality or that cause interruptions in theavailability of our platform could result in:loss or delayed market acceptance and sales;breach of warranty claims;sales credits or refunds for prepaid amounts related to unused subscription

331、 services;loss of customers;diversion of development and customer service resources;and injury to our reputation.The costs incurred in correcting any material defects or errors might be substantial and could adversely affect our operating results.Because of the large amount of data that we collect a

332、nd manage,it is possible that hardware failures or errors in our systems could result in data lossor corruption or cause the information that we collect to be incomplete or contain inaccuracies that our customers regard as significant.Furthermore,theavailability or performance of our platform could

333、be adversely affected by a number of factors,including customers inability to access the Internet,failure ofour network or software systems,security breaches or variability in user traffic for our platform.We may be required to issue credits or refunds for prepaidamounts related to unused services or otherwise be liable to our customers for damages they incur resulting from certain of these events