SEC Comment Letter 0000000000-23-000936 to SPLUNK INC (CIK 0001353283)
SPLUNK INC (CIK 0001353283)
Date: Jan. 27, 2023 · CIK: 0001353283 · Accession: 0000000000-23-000936
AI Filing Summary & Sentiment
File numbers found in text: 001-35498
Letter
United States securities and exchange commission logo January 27, 2023 Brian Roberts Chief Financial Officer Splunk Inc. 270 Brannan Street San Francisco, California 94107 Re:Splunk Inc. Form 10-K for the Fiscal Year Ended January 31, 2022 Filed March 24, 2022 File No. 001-35498 Dear Brian Roberts: We have reviewed your filing and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended January 31, 2022 Liquidity and Capital Resources, page 64 1.We note your disclosure that you "repurchased 6.9 million shares of common stock with a total price of $1.0 billion." We also note that the stock repurchase program far exceeded your cash flow from operations. In future filings provide a discussion and analysis on the funding sources of the repurchase plan and the impact of such a repurchase plan on your liquidity and capital resources. Refer to Item 303 of Regulation S-K. Please provide us with your proposed future disclosure. Note 1. Description of the Business and Significant Accounting Policies Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments, page 78 2.We note that you consider "the enterprise to be the reporting unit" for goodwill impairment testing. Please explain how you determined you operate as a single reporting unit, given that you present and discuss the gross margins of your three major product and
FirstName LastNameBrian Roberts Comapany NameSplunk Inc. January 27, 2023 Page 2 FirstName LastName Brian Roberts Splunk Inc. January 27, 2023 Page 2 service lines in Result of Operations of MD&A. Please ensure your response provides us with your analysis of ASC 350-20-35-33 through 35-38 for the identification of your reporting unit. Note 8. Stock Compensation Plans and Stockholders' Equity, page 97 3.We note that a number of PSUs earned and eligible to vest is determined based on achievement of certain performance conditions. Please tell us whether the repurchased shares of your common stock for $1.0 billion resulted in a benefit on achieving certain company financial performance measures under the 2012 Equity Incentive Plan. Also, tell us the impact of stock repurchases, if any, on levels of executive compensation and confirm that you will discuss the impact in future filings. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Joseph Cascarano, Senior Staff Accountant, at 202-551-3376 or Inessa Kessman, Senior Staff Accountant, at 202-551-3371with any questions. Sincerely, Division of Corporation Finance Office of Technology
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United States securities and exchange commission logo
January 27, 2023
Brian Roberts
Chief Financial Officer
Splunk Inc.
270 Brannan Street
San Francisco, California 94107
Re:Splunk Inc.
Form 10-K for the Fiscal Year Ended January 31, 2022
Filed March 24, 2022
File No. 001-35498
Dear Brian Roberts:
We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 31, 2022
Liquidity and Capital Resources, page 64
1.We note your disclosure that you "repurchased 6.9 million shares of common stock with a
total price of $1.0 billion." We also note that the stock repurchase program far exceeded
your cash flow from operations. In future filings provide a discussion and analysis on the
funding sources of the repurchase plan and the impact of such a repurchase plan on your
liquidity and capital resources. Refer to Item 303 of Regulation S-K. Please provide us
with your proposed future disclosure.
Note 1. Description of the Business and Significant Accounting Policies
Goodwill, Intangible Assets, Long-Lived Assets and Impairment Assessments, page 78
2.We note that you consider "the enterprise to be the reporting unit" for goodwill
impairment testing. Please explain how you determined you operate as a single reporting
unit, given that you present and discuss the gross margins of your three major product and
FirstName LastNameBrian Roberts
Comapany NameSplunk Inc.
January 27, 2023 Page 2
FirstName LastName
Brian Roberts
Splunk Inc.
January 27, 2023
Page 2
service lines in Result of Operations of MD&A. Please ensure your response provides us
with your analysis of ASC 350-20-35-33 through 35-38 for the identification of your
reporting unit.
Note 8. Stock Compensation Plans and Stockholders' Equity, page 97
3.We note that a number of PSUs earned and eligible to vest is determined based on
achievement of certain performance conditions. Please tell us whether the repurchased
shares of your common stock for $1.0 billion resulted in a benefit on achieving certain
company financial performance measures under the 2012 Equity Incentive Plan. Also, tell
us the impact of stock repurchases, if any, on levels of executive compensation and
confirm that you will discuss the impact in future filings.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
You may contact Joseph Cascarano, Senior Staff Accountant, at 202-551-3376 or Inessa
Kessman, Senior Staff Accountant, at 202-551-3371with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology