8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 4, 2017

Date of Report (date of earliest event reported)

___________________________________

CLOUDERA, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)	001-38069 (Commission File Number)	26-2922329 (I.R.S. Employer Identification Number)
395 Page Mill Road Palo Alto, CA 94306
(Address of principal executive offices and zip code)
(650) 362-0488
(Registrant's telephone number, including area code)
___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ý

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 2.02 - Results of Operations and Financial Condition

On December 7, 2017, Cloudera, Inc. (the "Company") issued a press release announcing its results for the quarter ended October 31, 2017 and providing its business outlook. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02, including Exhibit 99.1 to this Current Report, is being furnished and

shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Item 2.02 and in the accompanying Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document filed by the Company with the Securities and Exchange Commission (the "Commission"), whether made before or after the date of this Current Report, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On December 4, 2017, the Board of Directors of the Company (the “Board”) increased the size of the Board from seven to eight directors and appointed Rosemary Schooler to fill the newly created directorship, effective immediately, as a Class II director to hold office until the earliest to occur of the Company’s 2019 annual meeting of stockholders and until her successor is elected and qualified, or until her death, resignation or removal. As of December 7, 2017, it is not expected that Ms. Schooler will serve on any Board committees.

Rosemary Schooler is Vice President and General Manager of Global Internet of Things (IoT) Sales for Intel Corporation (“Intel”).  Ms. Schooler manages overall revenue across the various sales, technical support, and channels capabilities to deliver IoT solutions to Intel customers and partners. Previously, Ms. Schooler served as Intel’s Vice President of the IoT Strategy and Integrated Products Division in the Internet of Things Group (IoTG). Prior to her role in IoTG, Ms. Schooler was Vice President of the Data Center Group and General Manager of Intel’s Communications and Storage Infrastructure Group.  Ms. Schooler holds a bachelor’s degree in Ceramics Science and Engineering from Pennsylvania State University, and was named to “Who’s Who in Business” by the Arizona Republic in 2016. She’s been a member of industry boards including ATIS and TIA, and currently serves on NCWIT and the Industry and Professional Advisory Council (IPAC) for the School of Electrical Engineering and Computer Science at Penn State. Ms. Schooler was selected to serve on our Board due to her experience in the information technology industry.

Ms. Schooler was appointed to the Board pursuant to the Voting and Standstill Agreement (the “Voting Agreement”), dated March 28, 2017, by and between the Company and Intel. Pursuant to Section 4 of the Voting Agreement, the Company has agreed that the Board will nominate for election to the Board a person designated by Intel that is reasonably acceptable to the Company at each annual meeting of the stockholders at which the term of such designee ends. This right terminates upon specified circumstances, including Intel and its affiliates ceasing to hold at least 10% of the Company’s fully‑diluted shares, subject to specified deferrals and exceptions; Intel materially breaching the Collaboration and Optimization Agreement, amended and restated as of March 28, 2017, by and between the Company and Intel; the consummation of an acquisition of the Company; and the consummation of a direct or an indirect investment by Intel or its affiliates of equity securities issued by specified competitors, or the acquisition of such a competitor’s business or assets (subject to specified exceptions). The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 4.03 to the Company’s Registration Statement on Form S-1 (No. 333-217071), as filed with the Commission on March 31, 2017 and incorporated by reference herein.

Certain entities affiliated with Intel, a holder of more than 5% of the Company’s common stock, purchased 1,200,000 shares of the Company’s common stock in the Company’s initial public offering at the initial public offering price of $15.00 per share. As of October 31, 2017, entities affiliated with Intel beneficially owned 26,065,827 shares of the Company’s outstanding common stock.

Due to her relationship with Intel, Ms. Schooler will not participate in the Company’s non-employee director compensation program, which applies only to directors who are not employees of the Company or its subsidiaries and who do not serve as a director resulting from his or her relationship with an investor in the Company.

It is expected that Ms. Schooler will enter into the Company’s standard form of indemnification agreement. The form of indemnification agreement was filed as Exhibit 10.01 to the Company’s Registration Statement on Form S-1 (No. 333-217071), as filed with the Commission on March 31, 2017 and incorporated by reference herein.

There are no other arrangements or understandings between Ms. Schooler and any other persons pursuant to which she was selected as a member of the Board. There are also no family relationships between Ms. Schooler and any director or executive officer of the Company. In addition to the information included in this Current Report on Form 8-K, the information required by Item 404(a) of Regulation S-K regarding Ms. Schooler is incorporated herein by reference from the subsections entitled “Series F-1 Preferred Stock Financing”, “Investor Rights Agreement”, “Voting and Standstill Agreement”, “Intel Enterprise Subscription Agreement”, “Intel Collaboration and Optimization Agreement” and “Marketing and Miscellaneous Cooperation with Intel” of the section entitled “Certain Relationships and Related-Party Transactions” from the Company’s final prospectus dated September 27, 2017 and filed with the Commission on September 28, 2017 pursuant to Rule 424(b) (No. 333-220494).

A copy of the press release announcing these events is filed as Exhibit 99.1 to this Current Report on Form 8‑K.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Number	Description
99.1	Press Release dated December 7, 2017

SIGNATURE

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

Date: December 7, 2017	CLOUDERA, INC
	By:	/s/ David Middler
	Name:	David Middler
	Title:	Chief Legal Officer

EX-99.1

Cloudera Reports Third Quarter Fiscal Year 2018 Financial Results

• Q3 revenue up 41% year-over-year

• Q3 subscription revenue up 48% year-over-year

• Net expansion rate of 135%

• Launched Cloudera Shared Data Experience (SDX)

PALO ALTO, Calif. – December 7, 2017: Cloudera, Inc. (NYSE: CLDR), the modern platform for machine learning and analytics optimized for the cloud, reported results for its third quarter of fiscal 2018, ended October 31, 2017. Total revenue was $94.6 million, an increase of 41% from the third quarter of fiscal 2017. Subscription revenue was $78.1 million, an increase of 48% from the year-ago period. Subscription revenue represented 83% of total revenue, up from 78% in the third quarter of fiscal 2017.

“We had another strong quarter in Q3, exceeding expectations on financial measures while increasing our competitive advantage in cloud analytics through significant new product innovation,”said Tom Reilly, chief executive officer at Cloudera.“We are now at the scale where we can execute on multiple fronts concurrently. In addition to substantial enhancements to our machine learning and analytics platform, we expanded our cloud Platform-as-a-Service offerings with an extension of Cloudera Altus Data Engineering to Microsoft Azure as well as a new data warehouse cloud service, Cloudera Altus Analytic DB.Also, our financial model is exhibiting consistent operating leverage as we march toward operating cash flow break-even.”

GAAP loss from operations for the third quarter of fiscal 2018 was $56.6 million, compared to a GAAP loss from operations of $44.0 million for the third quarter of fiscal 2017. Non-GAAP loss from operations for the third quarter of fiscal 2018 was $24.4 million, compared to a non-GAAP loss from operations of $37.7 million in the year-ago period.

Operating cash flow for the third quarter of fiscal 2018 was negative $2.4 million compared to operating cash flow of negative $32.5 million in the third quarter of fiscal 2017.

GAAP net loss per share for the third quarter of fiscal 2018 was $0.40 per share, based on weighted-average shares outstanding of 138.5 million shares, compared to a GAAP net loss per share in the third quarter of fiscal 2017 of $1.20 per share, based on weighted-average shares outstanding of 36.6 million shares. See financial statement tables below for additional information regarding historical and forward-looking stock-based compensation expenses and shares outstanding.

Non-GAAP net loss per share for the third quarter of fiscal 2018 was $0.17 per share, based on non-GAAP weighted-average shares outstanding of 138.5 million shares, compared to non-GAAP net loss per share in the third quarter of fiscal 2017 of $0.34 per share, based on non-GAAP weighted-average shares outstanding of 111.5 million shares.

A reconciliation of GAAP to non-GAAP financial measures has been provided in the financial statement tables included in this press release. An explanation of these measures is also included below under the heading Non‑GAAP Financial Measures.

As of October 31, 2017, the company had total cash, cash equivalents, marketable securities and restricted cash of $484.0 million.

Recent Business and Financial Highlights:

• Subscription revenue was up 48% year-over-year to $78.1 million

• Subscription revenue represented 83% of total revenue, up from 78% in the year-ago period

• Non-GAAP subscription gross margin for the quarter was 86%, more than 250 basis points higher than the third quarter of fiscal 2017

• Dollar-based net expansion rate was 135% for the quarter

• 23 net new Global 8000 customers added

• Launched Cloudera Shared Data Experience (SDX), which delivers a consistent software framework of data management, governance and security tools across cloud, multi-cloud and on-premises deployments using the same data regardless of where it resides (https://www.cloudera.com/products/sdx.html)

• Introduced Cloudera Altus Analytic DB, Platform-as-a-Service, the first data warehouse cloud service that brings the warehouse to the data, allowing enterprises to quickly perform self-service business intelligence and SQL analytic workloads in the cloud

• Announced the release of Cloudera Altus Data Engineering, Platform-as-a-Service, for the Microsoft Azure cloud platform

• Cloudera Data Science Workbench was voted “Winner -- Best Data Science Platform” in the Datanami Readers’ Choice Awards

• Appointed Rosemary Schooler,Vice President and General Manager, Global IoT Sales, Intel Corporation, to Cloudera board of directors

Business Outlook

The outlook for the fourth quarter of fiscal 2018, ending January 31, 2018, is:

• Total revenue in the range of $97 million to $99 million, representing 33% to 36% year-over-year growth

• Subscription revenue in the range of $80 million to $82 million, representing 43% to 46% year-over-year growth

• Non-GAAP net loss per share in the range of $0.24 to $0.22 per share

• Non-GAAP weighted-average shares outstanding of approximately 142 million shares

The outlook for fiscal 2018, ending January 31, 2018, is:

• Total revenue in the range of $361 million to $363 million, representing 38% to 39% year-over-year growth

• Subscription revenue in the range of $297 million to $299 million, representing 48% to 49% year-over-year growth

• Operating cash flow in the range of negative $50 million to $45 million

• Non-GAAP net loss per share in the range of $0.84 to $0.82 per share

• Non-GAAP weighted-average shares outstanding of approximately 133 million shares

Conference Call and Webcast Information

Cloudera is hosting a conference call for analysts and investors to discuss its third quarter of fiscal 2018 results and the outlook for its fourth quarter of fiscal 2018 and full year fiscal 2018 at 2:00 p.m. Pacific Time today. Participants can listen via webcast by visiting the Investor Relations section of Cloudera’s website. A replay of the webcast will be available for two weeks following the call.

The conference call can also be accessed as follows:

• Participant Toll Free Number: +1-833-231-7247

• Participant International Number: +1-647-689-4091

• Conference ID: 6488823

About Cloudera

At Cloudera, we believe that data can make what is impossible today, possible tomorrow. We empower people to transform complex data into clear and actionable insights. We deliver the modern platform for machine learning and analytics optimized for the cloud. The world’s largest enterprises trust Cloudera to help solve their most challenging business problems. Learn more at www.cloudera.com.

Connect with Cloudera

About Cloudera: cloudera.com/about-cloudera.html

Read our VISION blog: vision.cloudera.com/ and Engineering blog: blog.cloudera.com/

Follow us on Twitter: twitter.com/cloudera

Visit us on Facebook: facebook.com/cloudera

See us on YouTube: youtube.com/user/clouderahadoop

Join the Cloudera Community: community.cloudera.com

Read about our customers’ successes: cloudera.com/customers.html

Cloudera and associated marks are trademarks or registered trademarks of Cloudera, Inc. All other company and product names may be trademarks of their respective owners.

Global 8000 Customer List

We periodically update the Global 8000 list based on the FORBES Global 2000 list and information from Data.com, using the most recently published FORBES Global 2000 list (which is updated by Forbes annually) and the most recent Data.com information (which is continuously updated by Data.com).  Our customer count is subject to ongoing adjustment and, when adjustments occur, previously disclosed numbers of customers are updated to allow for comparability.

Forward-Looking Statements

Statements in this press release that are not historical in nature are forward-looking statements that, within the meaning of the federal securities laws including the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, involve known and unknown risks and uncertainties. Words such as “may”, “will”, “expect”, “intend”, “plan”, “believe”, “seek”, “could”, “estimate”, “judgment”, “targeting”, “should”, “anticipate”, “goal” and variations of these words and similar expressions, are also intended to identify forward-looking statements. The forward-looking statements in this press release address a variety of subjects, including our belief that the enterprise machine learning and analytics market will quickly emerge and that we will continue to lead its direction through technology and product innovation, our expectation that we will continue our momentum in machine learning, analytics and the cloud, and our“Business Outlook” for our fourth quarter of fiscal 2018 and full year fiscal 2018 operating results. Readers are cautioned that actual results could differ materially from those implied by such forward-looking statements due to a variety of factors, including global economic conditions, competitive pressures and pricing declines, intellectual property infringement claims, and other risks or uncertainties that are described under the caption “Risk Factors” in our Prospectus filed pursuant to Rule 424(b)filed with the Securities and Exchange Commission, or the SEC, on September 28, 2017, our most recently filed Quarterly Report on Form 10-Q, and in our other SEC filings. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurances that our expectations will be attained. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Non-GAAP Financial Measures

We report all financial information required in accordance with U.S. generally accepted accounting principles (GAAP). To supplement our unaudited condensed consolidated financial statements presented in accordance with GAAP, we use certain non-GAAP measures of financial performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation from, as a substitute for, or superior to, the financial

information prepared and presented in accordance with GAAP, and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP measures have limitations in that they do not reflect all of the amounts associated with the results of our operations as determined in accordance with GAAP. The non-GAAP financial measures used by us include non-GAAP subscription gross margins, non-GAAP loss from operations, non-GAAP net loss, and historical and forward-looking non-GAAP net loss per share. These non-GAAP financial measures exclude stock-based compensation, acquisition- and disposition-related expenses (if any), amortization of acquired intangible assets, and donations of common stock made to the Cloudera Foundation from the Cloudera unaudited condensed consolidated statement of operations. In addition, we use non-GAAP weighted-average shares outstanding to calculate non-GAAP net loss per share. This non-GAAP measure includes the assumed conversion of all outstanding shares of preferred stock to common stock and the impact of anti-dilutive restricted stock units and stock options outstanding, on a weighted basis.

For a description of these items, including the reasons why management adjusts for them, and reconciliations of historical non-GAAP financial measures to the most directly comparable GAAP financial measures, please see the section of the accompanying tables titled “Use of Non-GAAP Financial Information” as well as the related tables that precede it. We may consider whether other significant non-recurring items that arise in the future should also be excluded in calculating the non-GAAP financial measures we use.

We believe that these non-GAAP financial measures, when taken together with the corresponding GAAP financial measures, provide meaningful supplemental information regarding our performance by excluding certain items that may not be indicative of our core business, operating results or future outlook. Management uses, and believes that investors benefit from referring to, these non-GAAP financial measures in assessing our operating results, as well as when planning, forecasting and analyzing future periods. We use these non‑GAAP financial measures in conjunction with traditional GAAP measures to communicate with our board of directors concerning our financial performance. These non-GAAP financial measures also facilitate comparisons of our performance to prior periods.

Cloudera, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2017			2016			2017			2016
Revenue:
Subscription	$	78,105		$	52,733		$	216,762		$	144,093
Services	16,464			14,525			47,231			44,106
Total revenue	94,569			67,258			263,993			188,199
Cost of revenue:(1) (2)
Subscription	14,486			9,787			56,173			28,844
Services	18,640			12,652			69,035			35,969
Total cost of revenue	33,126			22,439			125,208			64,813
Gross profit	61,443			44,819			138,785			123,386
Operating expenses:(1) (2)
Research and development	38,095			25,968			176,770			77,118
Sales and marketing	64,061			54,206			236,639			147,250
General and administrative	15,877			8,633			69,991			25,309
Total operating expenses	118,033			88,807			483,400			249,677
Loss from operations	(56,590		)	(43,988		)	(344,615		)	(126,291		)
Interest income, net	1,501			695			3,590			2,143
Other income (expense), net	(490		)	(296		)	349			(311		)
Net loss before benefit from (provision for) income taxes	(55,579		)	(43,589		)	(340,676		)	(124,459		)
Benefit from (provision for) income taxes	241			(456		)	(1,210		)	(1,426		)
Net loss	$	(55,338	)	$	(44,045	)	$	(341,886	)	$	(125,885	)
Net loss per share, basic and diluted	$	(0.40	)	$	(1.20	)	$	(3.27	)	$	(3.47	)
Weighted-average shares used in computing net loss per share, basic and diluted	138,506			36,598			104,551			36,261

___________

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

	Three Months Ended October 31,				Nine Months Ended October 31,
	2017		2016		2017		2016
Cost of revenue – subscription	$	2,750	$	343	$	22,143	$	1,051
Cost of revenue – services	4,187		432		28,414		1,363
Research and development	9,110		1,313		90,139		4,326
Sales and marketing	10,070		1,463		82,748		4,496
General and administrative	5,030		1,766		38,236		5,322
Total stock‑based compensation expense	$	31,147	$	5,317	$	261,680	$	16,558

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

	Three Months Ended October 31,				Nine Months Ended October 31,
	2017		2016		2017		2016
Cost of revenue – subscription	$	584	$	514	$	1,608	$	1,483
Sales and marketing	454		431		1,315		1,292
Total amortization of acquired intangible assets	$	1,038	$	945	$	2,923	$	2,775

Cloudera, Inc.

Condensed Consolidated Statements of Operations

(as a percentage of total revenues)

(unaudited)

	Three Months Ended October 31,				Nine Months Ended October 31,
	2017		2016		2017		2016
Revenue:
Subscription	83	%	78	%	82	%	77	%
Services	17		22		18		23
Total revenue	100		100		100		100
Cost of revenue:(1) (2)
Subscription	15		15		21		15
Services	20		18		26		19
Total cost of revenue	35		33		47		34
Gross margin	65		67		53		66
Operating expenses:(1) (2)
Research and development	40		39		67		41
Sales and marketing	68		80		90		78
General and administrative	17		13		26		14
Total operating expenses	125		132		183		133
Loss from operations	(60	)	(65	)	(130	)	(67	)
Interest income, net	2		1		1		1
Other income (expense), net	(1	)	—		—		—
Net loss before benefit from (provision for) income taxes	(59	)	(64	)	(129	)	(66	)
Benefit from (provision for) income taxes	—		(1	)	(1	)	(1	)
Net loss	(59)	%	(65)	%	(130)	%	(67)	%

___________

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

	Three Months Ended October 31,				Nine Months Ended October 31,
	2017		2016		2017		2016
Cost of revenue – subscription	3	%	1	%	8	%	1	%
Cost of revenue – services	4		1		11		1
Research and development	10		2		34		2
Sales and marketing	11		2		31		2
General and administrative	5		2		15		3
Total stock-based compensation expense	33	%	8	%	99	%	9	%

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

	Three Months Ended October 31,				Nine Months Ended October 31,
	2017		2016		2017		2016
Cost of revenue – subscription	1	%	1	%	1	%	1	%
Sales and marketing	—		—		—		—
Total amortization of acquired intangible assets	1	%	1	%	1	%	1	%

Cloudera, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)

	October 31, 2017			January 31, 2017
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	62,797		$	74,186
Short-term marketable securities	326,717			160,770
Accounts receivable, net	66,170			101,549
Prepaid expenses and other current assets	23,786			13,197
Total current assets	479,470			349,702
Property and equipment, net	15,578			13,104
Marketable securities, noncurrent	76,464			20,710
Intangible assets, net	6,655			7,051
Goodwill	33,621			31,516
Restricted cash	18,050			15,446
Other assets	4,673			5,015
TOTAL ASSETS	$	634,511		$	442,544
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES:
Accounts payable	$	1,761		$	3,550
Accrued compensation	40,029			33,376
Other accrued liabilities	16,931			9,918
Deferred revenue, current portion	197,013			192,242
Total current liabilities	255,734			239,086
Deferred revenue, less current portion	35,074			25,182
Other liabilities	13,615			4,345
TOTAL LIABILITIES	304,423			268,613
Redeemable convertible preferred stock	—			657,687
STOCKHOLDERS’ EQUITY (DEFICIT):
Common stock	7			2
Additional paid-in capital	1,348,578			192,795
Accumulated other comprehensive loss	(614		)	(556		)
Accumulated deficit	(1,017,883		)	(675,997		)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT)	330,088			(483,756		)
TOTAL LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	634,511		$	442,544

Cloudera, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)

	Three Months Ended October 31,						Nine Months Ended October 31,
	2017			2016			2017			2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(55,338	)	$	(44,045	)	$	(341,886	)	$	(125,885	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,701			2,518			9,695			7,471
Stock-based compensation	31,147			5,317			261,680			16,558
Release of deferred tax valuation allowance	(806		)	—			(806		)	—
Accretion and amortization of marketable securities	243			454			657			2,420
Loss on disposal of fixed assets	(111		)	—			(111		)	—
Changes in assets and liabilities:
Accounts receivable	18,792			(2,155		)	35,536			1,856
Prepaid expenses and other assets	(6,098		)	1,162			(5,459		)	378
Accounts payable	(4,000		)	(962		)	(2,326		)	910
Accrued compensation	3,752			7,456			(1,231		)	4,328
Accrued expenses and other liabilities	6,472			2,492			9,442			3,498
Deferred revenue	830			(4,757		)	14,527			3,847
Net cash used in operating activities	(2,416		)	(32,520		)	(20,282		)	(84,619		)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of marketable securities	(127,003		)	(13,367		)	(514,157		)	(103,776		)
Sales of marketable securities	14,238			16,766			57,436			51,138
Maturities of marketable securities	116,128			25,287			233,732			155,232
Cash used in business combinations, net of cash acquired	(1,937		)	—			(1,937		)	(2,700		)
Capital expenditures	(7,034		)	(799		)	(9,005		)	(6,934		)
Proceeds from sale of fixed assets	145			—			145			—
Net cash provided by (used in) investing activities	(5,463		)	27,887			(233,786		)	92,960
CASH FLOWS FROM FINANCING ACTIVITIES
Net proceeds from issuance of common stock in initial public offering	(264		)	—			237,422			—
Net proceeds from follow-on offering	46,803			—			46,803			—
Taxes paid related to net share settlement of restricted stock units	(50,503		)	—			(50,503		)	—
Proceeds from employee stock plans	5,289			920			11,221			2,553
Net cash provided by financing activities	1,325			920			244,943			2,553
Effect of exchange rate changes	417			(28		)	340			6
Net increase (decrease) in cash, cash equivalents and restricted cash	(6,137		)	(3,741		)	(8,785		)	10,900
Cash, cash equivalents and restricted cash — Beginning of period	86,984			50,635			89,632			35,994
Cash, cash equivalents and restricted cash — End of period	$	80,847		$	46,894		$	80,847		$	46,894
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid for income taxes	$	488		$	377		$	1,840		$	1,031
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Purchases of property and equipment in other accrued liabilities	$	261		$	36		$	261		$	36
Fair value of common stock issued as consideration for business combination	$	2,081		$	—		$	2,081		$	—
Offering costs in accounts payable and other accrued liabilities	$	858		$	—		$	858		$	—
Conversion of redeemable convertible preferred stock to common stock	$	—		$	—		$	657,687		$	—

Cloudera, Inc.

Three Months Ended October 31, 2017

GAAP Results Reconciled to non-GAAP Results

(in thousands, except per share amounts)

(unaudited) 

	GAAP			Stock-based compensation expense			Amortization of acquired intangible assets			Non-GAAP weighted-average shares outstanding			Non-GAAP
Cost of revenue- Subscription	$	14,486		$	(2,750	)	$	(584	)	$	—		$	11,152
Subscription gross margin	81		%	4		%	1		%	—		%	86		%
Cost of revenue- Services	18,640			(4,187		)	—			—			14,453
Services gross margin	(13		)%	25		%	—		%	—		%	12		%
Gross profit	61,443			6,937			584			—			68,964
Total gross margin	65		%	7		%	1		%	—		%	73		%
Research and development	38,095			(9,110		)	—			—			28,985
Sales and marketing	64,061			(10,070		)	(454		)	—			53,537
General and administrative	15,877			(5,030		)	—			—			10,847
Loss from operations	(56,590		)	31,147			1,038			—			(24,405		)
Operating margin	(60		)%	33		%	1		%	—		%	(26		)%
Net loss	(55,338		)	31,147			1,038			—			(23,153		)
Net loss per share, basic and diluted	$	(0.40	)	$	0.22		$	0.01		$	—		$	(0.17	)

Cloudera, Inc.

Three Months Ended October 31, 2016

GAAP Results Reconciled to non-GAAP Results

(in thousands, except per share amounts)

(unaudited) 

	GAAP			Stock-based compensation expense			Amortization of acquired intangible assets			Non-GAAP weighted-average shares outstanding			Non-GAAP
Cost of revenue- Subscription	$	9,787		$	(343	)	$	(514	)	$	—		$	8,930
Subscription gross margin	81		%	1		%	1		%	—		%	83		%
Cost of revenue- Services	12,652			(432		)	—			—			12,220
Services gross margin	13		%	3		%	—		%	—		%	16		%
Gross profit	44,819			775			514			—			46,108
Total gross margin	67		%	1		%	1		%	—		%	69		%
Research and development	25,968			(1,313		)	—			—			24,655
Sales and marketing	54,206			(1,463		)	(431		)	—			52,312
General and administrative	8,633			(1,766		)	—			—			6,867
Loss from operations	(43,988		)	5,317			945						(37,726		)
Operating margin	(65		)%	8		%	1		%				(56		)%
Net loss	(44,045		)	5,317			945			—			(37,783		)
Net loss per share, basic and diluted (1)	$	(1.20	)	$	0.15		$	0.03		$	0.68		$	(0.34	)

___________

(1) See below for a reconciliation of weighted-average shares outstanding used to calculate non-GAAP net loss per share

Cloudera, Inc.

GAAP weighted-average shares reconciled to non-GAAP weighted-average shares

(in thousands)

(unaudited) 

	Three Months Ended October 31,		Nine Months Ended October 31,
	2017	2016	2017	2016
GAAP weighted-average shares, basic and diluted	138,506	36,598	104,551	36,261
Assumed preferred stock conversion	—	74,907	24,969	74,907
Assumed IPO issuance	—	—	316	—
Non-GAAP weighted-average shares, diluted	138,506	111,505	129,836	111,168

Use of Non-GAAP Financial Information

In addition to the reasons stated under “Non-GAAP Financial Measures” above, which are generally applicable to each of the items Cloudera excludes from its non-GAAP financial measures, Cloudera believes it is appropriate to exclude or give effect to certain items for the following reasons:

• Stock-based compensation expense. We exclude stock-based compensation expense from our non-GAAP financial measures consistent with how we evaluate our operating results and prepare our operating plans, forecasts and budgets. Further, when considering the impact of equity award grants, we focus on overall stockholder dilution rather than the accounting charges associated with such equity grants. The exclusion of the expense facilitates the comparison of results and business outlook for future periods with results for prior periods in order to better understand the long term performance of our business.

• Amortization of acquired intangible assets. We exclude the amortization of acquired intangible assets from our non-GAAP financial measures. Although the purchase accounting for an acquisition necessarily reflects the accounting value assigned to intangible assets, our management team excludes the GAAP impact of acquired intangible assets when evaluating our operating results. Likewise, our management team excludes amortization of acquired intangible assets from our operating plans, forecasts and budgets. The exclusion of the expense facilitates the comparison of results and business outlook for future periods with results for prior periods in order to better understand the long term performance of our business.

• Assumed preferred stock conversion. For periods prior to the closing of our initial public offering (IPO) on May 3, 2017, we give effect to the automatic conversion of all outstanding shares of preferred stock to common stock, as if such conversion had occurred at the beginning of the period, in our calculations of non-GAAP weight-average shares, diluted, and non-GAAP net loss per share, diluted. The inclusion of these shares facilitates the comparison of results and business outlook for future periods with results for prior periods in order to better understand the long term performance of our business.

• Assumed IPO issuance. We include the common shares issued in our IPO, on a weighted basis, as if the shares were issued on the date of our effectiveness. Our IPO was effective in the first quarter of fiscal 2018 and closed in the second quarter of fiscal 2018.

Cloudera, Inc.

Reconciliation of non-GAAP Financial Guidance

(unaudited)

	Fiscal 2018
(in millions)	Q4	FY
GAAP net loss	($66) - (63)	($408) - (405)
Stock-based compensation expense (1)	31	292
Amortization of acquired intangible assets	1	4
Non-GAAP net loss	($34) - (31)	($112) - (109)
GAAP weighted-average shares, basic and diluted	142 - 143	112 - 114
Assumed preferred stock conversion	—	19
Assumed IPO issuance	—	1
Non-GAAP weighted-average shares, diluted	142 - 143	132 - 134

(1) Stock-based compensation expense is impacted by variables such as stock price and employee behavior, each of which are inherently difficult to forecast.  As a result, the guidance presented above is subject to a number of uncertainties and assumptions that may cause actual results to differ materially.

Investor Relations Contact:

Kevin Cook

investor-relations@cloudera.com

+1 (650) 644-3900

Press Contact:

Deborah Wiltshire

press@cloudera.com

+1 (650) 644-3900