UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

x     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

or

o      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ____ to ____

Commission File Number: 001-35925

TABLEAU SOFTWARE, INC.
(Exact name of Registrant as specified in its charter)

	
			
Delaware	 	47-0945740	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification Number)	
1621 North 34th Street
Seattle, Washington 98103
(Address of principal executive offices and zip code)

(206) 633-3400
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

			
Title of Each Class	 	Name of each exchange on which registered	
Class A Common Stock, par value $0.0001	 	New York Stock Exchange	
 	Securities registered pursuant to
Section 12 (g) of the Act: None	 	

Indicate by a check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x
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 preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
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 posted pursuant to Rule 405 of Regulation 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 such files). Yes x No o
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 herein, and will not be contained, to the best of Registrant's 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. x

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

						
Large accelerated filer	x	 	 	Accelerated filer	o	
Non-accelerated filer	o	(Do not check if smaller reporting company)	 	Smaller reporting company	o	

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
The aggregate market value of common equity held by non-affiliates of the Registrant on June 30, 2016 , based on the closing price of $48.92 for shares of the Registrant's Class A common stock as reported by the New York Stock Exchange for such date, was approximately $2.8 billion . The Registrant assumed a stockholder was an affiliate of the Registrant at June 30, 2016 if such stockholder (i) beneficially owned 10% or more of the Registrant's capital stock (on an as-converted basis), as determined based on public filings, and/or (ii) was an executive officer or director, or was affiliated with an executive officer or director of the Registrant, at June 30, 2016 . This determination of affiliate status is not necessarily a conclusive determination for other purposes.
As of February 21, 2017 , there were approximately 59,950,143 shares of the Registrant's Class A common stock and 18,101,609 shares of the Registrant's Class B common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held in 2017 . The Proxy Statement will be filed by the Registrant with the Securities and Exchange Commission no later than 120 days after the end of the Registrant's fiscal year ended December 31, 2016 .

 

TABLEAU SOFTWARE, INC.
ANNUAL REPORT ON FORM 10-K
For the Year Ended December 31, 2016

Table of Contents

	
			
 	PART I	Page	
 	 	 	
Item 1.	Business	4	
Item 1A.	Risk Factors	18	
Item 1B.	Unresolved Staff Comments	40	
Item 2.	Properties	40	
Item 3.	Legal Proceedings	40	
Item 4.	Mine Safety Disclosure	40	
 	PART II	 	
Item 5.	Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities	41	
Item 6.	Selected Consolidated Financial Data	43	
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	46	
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	64	
Item 8.	Consolidated Financial Statements and Supplementary Data	65	
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	89	
Item 9A.	Controls and Procedures	89	
Item 9B.	Other Information	89	
 	PART III	 	
Item 10.	Directors, Executive Officers and Corporate Governance	90	
Item 11.	Executive Compensation	90	
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	90	
Item 13.	Certain Relationships and Related Transactions and Director Independence	90	
Item 14.	Principal Accountant Fees and Services	90	
 	PART IV	 	
Item 15.	Exhibits and Financial Statement Schedules	90	
Item 16.	Form 10-K Summary	93	
 	 	 	
 	Signatures	94	

 

PART I.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and section 27A of the Securities Act of 1933, as amended. All statements contained in this report other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "seek", and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the "Risk Factors" section of this report. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors 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 these risks, uncertainties and assumptions, the future events and trends discussed in this report may not occur and actual results 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. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. We are under no duty to update any of these forward-looking statements after the date of this report or to conform these statements to actual results or revised expectations.
As used in this report, the terms "Tableau," "Registrant," "Company," "we," "us," and "our" mean Tableau Software, Inc. and its subsidiaries unless the context indicates otherwise.
Tableau and Tableau Software are trademarks of Tableau Software, Inc. All other company and product names may be trademarks of the respective companies with which they are associated.
ITEM 1.     BUSINESS
Overview
Our mission is to help people see and understand data.
Our software products put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems and create value.
Based on innovative core technologies originally developed at Stanford University, our products dramatically reduce the complexity, inflexibility and expense associated with traditional business intelligence applications. We aim to make our products easy to use, ubiquitous and as deeply-rooted in the workplace as spreadsheets are today.
Our software is designed for anyone with data and questions. We are democratizing the use of business analytics software by allowing people to access information, perform analysis and share results without assistance from technical specialists. By putting powerful, self-service analytical technology directly into the hands of people who make decisions with data, we seek to accelerate the pace of informed and intelligent decision-making. We believe this enables our customers to create better workplaces, with happier employees who are empowered to more fully express their ingenuity and creativity.
Our products are used by people of diverse skill levels across all kinds of organizations, including Fortune 500 corporations, small and medium-sized businesses, government agencies, universities, research institutions and non-profits. Organizations employ our products in a broad range of use cases such as increasing sales, streamlining operations, improving customer service, managing investments, assessing quality and safety, studying and treating diseases, completing academic research, addressing environmental problems and improving education. Our products are flexible and capable enough to help a single user on a laptop analyze data from a simple spreadsheet, or to enable thousands of users across an enterprise to execute complex queries against massive databases.

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Underpinning our innovative products is a set of technology advances that spans the domains of sophisticated computer graphics, human-computer interaction and high performance database systems. These technology innovations include VizQL and our Hybrid Data Architecture:

•	VizQL — Our breakthrough visual query language, VizQL, translates drag-and-drop actions into data queries and then expresses that information visually. VizQL unifies the formerly disparate tasks of query and visualization and allows users to transform questions into pictures without the need for software scripts, chart wizards or dialogue boxes that inhibit speed and flexibility. This capability is designed to enable a more intuitive, creative and engaging experience for our users. VizQL can deliver dramatic gains in people's ability to see and understand data, and we believe it represents a foundational advancement in the field of analytics.	

•	Hybrid Data Architecture —Our Hybrid Data Architecture combines the power and flexibility of our Live Query and In-Memory Data Engines. Our Live Query Engine allows users to instantaneously connect to large volumes of data in its existing format and location, reducing the need for time-consuming data transformation processes that only technical specialists can perform. In addition, this capability allows customers to leverage investments in their existing data platforms and to capitalize on the capabilities of high performance databases. Our In-Memory Data Engine enables users to import large amounts of data into our own in-memory database. Using advanced algorithms and data compression techniques, our in-memory technology facilitates quick query responses on up to hundreds of millions of rows of data. Our Hybrid Data Architecture enables these data engines to work in harmony, allowing users the flexibility to access and analyze data from diverse sources and locations, while optimizing speed and performance for each source.	
Our distribution strategy is based on a land and expand business model and is designed to capitalize on the ease of use, low up-front cost and collaborative capabilities of our software. Our products tend to be adopted at a grassroots level within organizations, often beginning with a free trial, and then spread across departments, divisions and geographies via word-of-mouth and the discovery of new use cases. Over time, many of our customers find that the use of our products expands to a broad cross-section of their organizations and that our deployments and use cases become significantly more strategic in nature. Accordingly, we have developed enterprise-class product and service capabilities that allow us to both complement and supplant core, legacy business intelligence deployments.
As of December 31, 2016 , we had more than 54,000 customer accounts across a broad array of company sizes and industries. Some of our largest customers include Verizon, Capital One, Cisco, Deloitte and various U.S. Government Agencies. In addition, we have cultivated strong relationships with technology partners to help us extend the reach of our products. These partners include both traditional database vendors such as International Business Machines Corporation ("IBM"), Microsoft Corporation, Oracle Corporation and Teradata Corporation and emerging database vendors such as Amazon.com, Inc., Cloudera, Inc., Google Inc., Pivotal Greenplum Database ("Pivotal GPDB") and Vertica (a division of Hewlett Packard Enterprise).
We have been growing in recent periods. For the years ended December 31, 2016 , 2015 and 2014 , our total revenues were $826.9 million , $653.6 million and $412.6 million , respectively. We had net losses of $144.4 million and $83.7 million for the years ended December 31, 2016 and 2015 , respectively and net income of $5.9 million for the year ended December 31, 2014 . We have generated positive cash flow from operating activities of $175.0 million , $136.8 million and $89.5 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. We believe our land and expand business model provides financial visibility as aggregate revenues from subsequent sales of products and maintenance services to our customers have typically been multiples of the revenues we realized from those customers' initial purchases.
Growth Strategy
Our mission to help people see and understand data presents a broad market opportunity. We intend to continue to invest in a number of growth initiatives to allow us to pursue our mission. Our strategies for growth include:

•	Expand our customer base —We operate in a rapidly growing analytics and business intelligence software market. We believe that Tableau is well positioned in the market to expand our present customer base of over 54,000 customer accounts. We are expanding our online and offline marketing efforts to increase our brand awareness. We are also making investments in growing both our direct sales teams and indirect sales channels.	

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•	Further penetrate our existing customer base —Leveraging our land and expand business model, we intend to continue to increase adoption of our products within and across our existing customer base, as they expand the number of users and develop new use cases for our products in the enterprise. We believe there is an opportunity to extend the reach of our products within our customer base. Our sales and marketing strategy and focus on customer success help our customers identify and pursue new use cases within their organizations. As this expansion occurs, we believe that our products will also increasingly supplant incumbent legacy platforms to become the standard platform for analytics and business intelligence for our customers.	

•	Grow internationally —With approximately 29% of our total revenues generated outside the United States and Canada in the year ended December 31, 2016 , we believe there is significant opportunity to grow our international business. Our products currently support eight languages, and we are expanding our direct sales force and indirect sales channels outside the United States. We have international operations in Australia, Canada, China, France, Germany, India, Ireland, Japan, Singapore and the United Kingdom, and we intend to invest in further expanding our footprint in these and other regions.	

•	Relentlessly innovate and advance our products —We have sought to rapidly improve the capabilities of our products over time and intend to continue to invest in product innovation and leadership. Building on our foundational technology innovations, including VizQL, we have released ten major versions of our software to date, rapidly expanding and improving our feature set and capabilities. Our most recent major release, Tableau 10, delivers new design and analytical innovations that make interacting with data on the web, on mobile or in the enterprise faster and easier. Additional capabilities include cross-database joins to bring together disparate data sources, advanced analytics improvements like drag and drop clustering, a device designer for mobile responsive dashboards design and support for additional data sources. Since the release of Tableau 10, we released Tableau 10.1 which includes more ways to connect and prep data, improved formatting, new visual analytics features and new Tableau Server features. We plan to continue to invest in research and development, including hiring top technical talent, focusing on core technology innovation and maintaining an agile organization that supports rapid release cycles. In particular, we intend to focus on further developing our cloud capabilities, offering faster data analysis, continuing to enhance our self-service platform and making data preparation easier.	

•	Extend our distribution channels and partner ecosystem —We plan to continue investing in distribution channels, technology partners, and other strategic relationships to help us enter and grow in new markets while complementing our direct sales efforts. We are actively growing our indirect channels, particularly in international markets. Our most important technology partnerships are with market-leading database vendors, such as IBM, Microsoft Corporation, Oracle Corporation and Teradata Corporation, and emerging database vendors, such as Amazon.com, Inc., Cloudera, Inc., Google Inc., Pivotal GPDB and Vertica, with which we have collaborated to develop high performance and optimized connectivity to a broad group of popular data stores. We intend to continue to invest in partnerships that enable us to build and promote complementary capabilities that benefit our customers. We also offer application program interfaces ("APIs") to further empower our developer and OEM partner ecosystem to create applications that embed Tableau functionality.	

•	Foster our passionate user community —We benefit from a vibrant and engaged user community. We are investing in initiatives to further expand and energize this group, both online, through our online community site and through events such as our annual customer conferences, including our U.S. Tableau Customer Conference which was attended by a record 13,000 customers and partners in 2016 .	

•	Treasure and cultivate our exceptional culture —We believe our culture is a core ingredient of our success. Our employees share a passion for our mission, and our mission stands at the top of a list of eight core cultural values that govern our approach to our business. Our other core values include: teamwork; product leadership; using our own products; respect; honesty; simplicity; and commitment to delighting customers. Our values permeate our organization and drive our identity as a company. For example, we strive to paint virtually all aspects of our business with a brush of simplicity, including product user interfaces, pricing models, business processes and marketing strategies. Our culture is consistently cited in employee surveys as a key reason for their satisfaction with Tableau, and we have been publicly recognized as one of the best workplaces in the State of Washington.	

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Products
Our products help people see and understand data. They offer the power and flexibility required to serve a broad range of use cases, from answering questions with small spreadsheets to completing enterprise business intelligence projects involving massive volumes of data. We currently offer five key products: Tableau Desktop, a self-service, powerful analytics product for anyone with data; Tableau Server, a business intelligence platform for organizations; Tableau Online, a hosted software-as-a-service ("SaaS") version of Tableau Server; Tableau Public, a free cloud-based platform for analyzing and sharing public data; and Vizable, a free application used to easily analyze data on a tablet.
Tableau Desktop
Tableau Desktop helps knowledge workers make sense of the many kinds of data they encounter every day. The defining capability of Tableau Desktop is the interactive experience it provides for exploring and analyzing data. By fundamentally integrating data analysis and visualization, our products provide a visual window into data trapped in spreadsheets and databases, fostering greater engagement with data and allowing people to better answer questions, develop insights and solve problems. The result is a self-service analytics environment that empowers people to access and analyze data independently and at a rapid pace.
Tableau Desktop's key capabilities include:

•	Visual analytics —Tableau Desktop empowers people to ask sophisticated questions by composing drag-and-drop pictures of their data. Tableau Desktop's easy-to-use interface is built on VizQL, which is capable of describing thousands of easily understood visual presentations of data including tables, maps, time series, dashboards and tables of graphs. The combination of a sophisticated language with a simple user interface means users can explore many different perspectives of their data. We believe being able to quickly view data from different perspectives inspires creative thinking and helps people find the right view to answer a question.	

•	Analytical depth —An important aspect of Tableau Desktop is its ability to marry powerful visualization with deep analytics. Users can filter and sort their data, create sophisticated calculations, drill into underlying information, define sets and cohorts, perform statistical analysis and derive correlations between diverse data sets with agility and relative ease. For example, with a few clicks, users can generate sophisticated forecasting models. This combination of simplicity and usefulness, ease of use and analytical depth, is what makes it possible for Tableau Desktop to empower a whole new group of people to become data analysts.	

•	Data access —Tableau Desktop lets people access and query a large number of common data sources, from traditional database systems like Oracle Corporation and SQL Server, to innovative new data stores like SAP HANA and Amazon Redshift, to Web applications like Salesforce and Google Analytics, to spreadsheets and files, to newly emerging data sources like Hadoop and NoSQL databases. Users can connect to these data sources with a few clicks, without any scripting or programming.	

•	Live query —Tableau Desktop translates users' interactions into live queries. As people use the drag-and-drop interface to examine information, they are automatically generating sophisticated queries against their database. Tableau Desktop can generate queries in a range of query languages including Structured Query Language ("SQL"), Multidimensional Expressions ("MDX"), and Salesforce Object Query Language ("SOQL"). Each query is optimized for the target platform and its unique performance and analytical characteristics. This live query approach allows customers to leverage their investments in database infrastructure and enables them to take advantage of query-optimized databases.	

•	In-memory query —Tableau Desktop contains an In-Memory Data Engine that can be used for rapid analysis. Many business users have data that is not stored in a database, and many databases are not set up to support interactive and analytical queries. In these cases, users can import the data into Tableau Desktop's In-Memory Data Engine. This data engine is designed to support analytical queries on hundreds of millions of rows of data with responses rendered in seconds.	

•	Data integration —Many questions require combining data from multiple sources. Tableau Desktop provides a number of ways for people to combine data without requiring a typical data loading and transformation project. A Tableau workbook can connect to many different data sources, with each source independently leveraging either a live query or in-memory approach. Users can then combine the data in a single dashboard, visualization, filter or calculation using our data blending functionality. This approach can greatly extend the scope and depth of questions a person can answer.	

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•	Sharing and presentation —Tableau Desktop allows users to author and distribute visualizations and dashboards with the ease expected of everyday office tools like spreadsheets. Content created in Tableau Desktop can be embedded in documents and presentations, or the workbooks can be distributed for viewing by people who have Tableau Desktop or Tableau Reader, a free product to view and interact with visualizations built in Tableau Desktop. Alternately, users can publish their workbooks to Tableau Server or Tableau Online enabling others in the organization to access them using a Web browser or a mobile device.	
Tableau Server
Tableau Server is a powerful business intelligence platform with enterprise-class data management and scalability. The collaborative features of Tableau Server are designed to foster more sharing of analytics to improve the dissemination of information across an organization and promote improved decision-making.
Tableau Server's key capabilities include:

•	Shared content —Tableau Server provides an easy-to-navigate repository of shared visualizations and dashboards within an organization. After users of Tableau Desktop create and publish their work to Tableau Server, any other user with appropriate credentials can view and interact with it using a Web browser or mobile device. These viewers can also edit the work and republish it back to the server. The ability to publish dashboards and easily share impactful visual analysis increases awareness of business data and promotes improved decision-making. In addition, allowing others to interact with an analysis gives them deeper understanding of the information which leads to an improved grasp on the problem and hence greater confidence in the solution.	

•	Shared data —Just as Tableau Server is a platform for shared analysis, it is also a platform for shared data. Organizations can use Tableau Server to centrally manage enterprise data sources and metadata enabling knowledge sharing, efficiency, governance and data consistency. Business users or IT professionals can create rich data models, containing calculations, hierarchies, field aliases, sets and groups of interest, and publish them to Tableau Server to be shared across an organization. Others can use these models as a starting point for analysis while extending them to meet their own specific analytical needs. While centralized data models are not a pre-requisite for analysis in Tableau, they provide flexibility and increased productivity while maintaining control and security of data.	

•	Universal access —We have designed Tableau Server to enable seamless sharing of content across desktop, mobile and Web clients. Once users author and publish analytical content to the server, people across an organization can consume it on different browsers and devices. Further, Tableau Server automatically detects the device being used and adapts the content to take advantage of the device's capabilities including native touch experience and form factor. Tableau Server allows users to actively subscribe to content for automatic delivery on their devices or pull content on demand.	

•	Integration —Tableau Server offers APIs that help developers, customers and partners embed and control our software from portals, websites and other enterprise applications. Our APIs can also be used to construct in-memory databases, upload content and add users to the server programmatically. In addition to APIs, we also offer command line utilities to automate management tasks, and data upload tools to move data rapidly into Tableau Server.	

•	Scalability —Tableau Server's distributed multi-tier architecture allows it to scale to tens of thousands of users, across desktop, Web and mobile clients, meeting the needs of some of the largest organizations globally.	

•	Security —Tableau Server provides a security model that encompasses authentication, data and network security. Tableau Server is also built on a multi-tenant architecture that allows administrators to logically partition a single system across user populations, providing for separation of content.	

•	Administration —We believe the ease of administering a system is tremendously important to its adoption. While Tableau Server's management interface is designed to be simple enough for a line-of-business user, we also provide APIs to allow administrators to automate routine management processes. After the initial setup, many of our customers have reported that they spend little time on Tableau Server administration.	

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Tableau Online
Tableau Online, a hosted SaaS version of Tableau Server, is built on the Tableau Server platform and provides ease of use, speed and availability without requiring customers to manage physical infrastructure. Tableau Online runs in a secure data center and can be accessed by clients remotely using Tableau Desktop, a browser or a mobile device.
In addition to offering the same capabilities as Tableau Server, Tableau Online's key capabilities include:

•	Hybrid data connectivity —Tableau Online supports both live connectivity and in-memory extracts of cloud databases including Amazon Redshift, Google BigQuery and Microsoft SQL Azure. Users can access real-time data from cloud data sources without requiring data snapshots.	

•	On-premises data sync —Tableau Online provides easy synching of on-premises data such as Microsoft Excel and Oracle to the cloud. This enables customers to keep their data fresh without compromising enterprise security.	

•	Always up-to-date —Tableau Online is always running the latest maintenance releases and versions of Tableau Server. Customers do not need to worry about upgrading their infrastructure or deploying the latest patches.	

•	Reliable, scalable and secure —Tableau Online is a SaaS analytics application built on the same enterprise-class architecture of Tableau Server.	
Tableau Public
Tableau Public is a free cloud-based offering that is available for anyone to use with public data. This offering allows users of diverse backgrounds, from bloggers and journalists to researchers to government workers, to easily visualize public data on their websites. People who visit these websites can interact with the visualizations and share them via social media.
Using Tableau Public, data can be transformed into interactive graphs, dashboards and maps for the world to see on the Web. For example, a blogger focused on economic issues may want to blog about changes in the U.S. unemployment rate. Using Tableau Public, the blogger can quickly build an interactive visualization using data from the U.S. Bureau of Labor Statistics and embed it in his blog. Every time the blog is viewed, Tableau Public serves up the data as a dynamic visualization.
Tableau Public enables us to test new product features and engage in user research as well as generate greater awareness of Tableau and increase community engagement. In addition to offering most of the features of Tableau Desktop and Tableau Server, Tableau Public offers the following capabilities:

•	Web scale —Tableau Public meets the massive performance requirements of serving dynamic content on top tier websites including media channels, social media and other consumer internet services. Through a combination of proprietary software and optimized hardware we have designed a highly scalable, multi-tenant, online infrastructure that is based at a secure third party Web hosting facility. Our Tableau Public service has reached over 1 billion cumulative views worldwide.	

•	Social reach —Anyone viewing or interacting with a Tableau Public visualization can share it on Facebook or Twitter. The ease of social sharing has facilitated greater conversations around data on Tableau Public.	

•	Embedding —Tableau Public views can be embedded in Web pages and blogs. Authors can enrich their websites and engage their audience with interactive visualizations based on Tableau Public.	

•	Users —Tableau Public has been used by hundreds of thousands of people to make public data easy to see and understand. People have used the product to visualize and share data about government budgets, school performance, economic policy, sports statistics and box office trends. Visualizations from Tableau Public have appeared in many news organizations' publications such as BBC News and CNBC, as well as publications from bloggers and researchers.	

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Vizable
Vizable is a Tableau application that turns data into interactive graphs that can be shared directly from an iPad or iPhone. Vizable is a free offering that enables users to explore data on the go without requiring a server or any cloud-based services. It queries data, aggregates, and generates a visualization on the tablet within seconds. With Vizable, people can interact with their data anywhere by using simple hand gestures such as pinching, swiping, and dragging to receive instant feedback.
Technology
Our powerful and easy-to-use products are built on a foundation of proprietary technologies. Key among these are VizQL, our Live Query Engine and In-Memory Data Engine, which work together in harmony to create our Hybrid Data Architecture.
Visual Query Language (VizQL) for Databases
At the heart of Tableau's products is our proprietary and breakthrough technology called VizQL. VizQL is a visual query language for data that simultaneously describes how to query data and how to present it visually. VizQL can deliver dramatic gains in people's ability to see and understand data. We believe VizQL is unique in several important aspects:

•	Extensibility and flexibility —VizQL is a computer language for describing pictures of data, including tables, graphs, charts, maps, time series and tables of visualizations. VizQL unifies these different visual representations into a single framework. Conventional component architectures that underlie reporting packages and charting wizards contain a fixed number of computer procedures, one for each type of picture. VizQL, in contrast, is a language for creating pictures. Each type of picture is a different statement in the language. The extensibility and flexibility of VizQL makes it possible to create a virtually unlimited number of visualizations.	

•	Transforms database records to graphical representations —VizQL statements define the mapping from records returned from a database to graphical marks on a screen. Some fields in the record control the geometric properties of the mark, including position, size and orientation while other fields control visual attributes like color, transparency and shape.	

•	Declarative language —VizQL is a declarative language like other database languages, including SQL. The advantage of a declarative language is that the user describes what picture should be created, not how to make it. The user does not need to be aware of underlying implementation as query, analysis and rendering operations run behind the scenes. The result is a portable and more scalable system.	

•	Defines and controls queries —VizQL procedures define both the resulting picture and the database query. Our Live Query Engine generates efficient queries for external databases of many types from many vendors. VizQL also controls execution of our optimized In-Memory Data Engine to perform calculations in real time.	

•	Optimized —VizQL's interpreter is optimized for interactive use, enabling visualization and drawing of large data sets. VizQL is specifically designed to take advantage of modern computer graphics hardware, such as the fast rendering chips developed for gaming that are standard on personal computers.	
The initial development of VizQL began at Stanford University in 1999. Stanford University has granted us an exclusive license to commercialize the software and related patents resulting from that research. The software and related patents generally relate to three subject areas: (1) architecture for creating table-based visualizations from relational databases; (2) graphical user interface for creating specification for table-based visualizations; and (3) an environment for rapid development of interactive visualizations. Our license from Stanford University is exclusive in all fields, worldwide and sublicensable. The license agreement provides for Tableau to own all improvements to and derivative works of the software that it develops. The license agreement also provides for enforcement of the licensed patents against alleged infringers. If Stanford University and Tableau agree to jointly enforce the licensed patents against an alleged infringer, the parties equally share the costs and the recovery or settlement for such enforcement. If Stanford University and Tableau do not agree to jointly enforce the licensed patents against an alleged infringer, Stanford University and Tableau will each have the right to enforce the licensed patents against the alleged infringer. If Tableau files such a suit in a United States court, Stanford University joins such suit only for standing purposes, and Tableau wins an award of damages for, or receives a settlement payment for, infringement of a United States licensed patent, Tableau would retain that award or settlement payment and would be required to negotiate in good faith with Stanford University to compensate it for

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its expenses in connection with the suit. If Stanford University files such a suit in a United States court, Tableau joins such suit only for standing purposes, and Stanford University wins an award of damages for, or receives a settlement payment for, infringement of a United States licensed patent, Stanford University would retain that award or settlement payment. The license agreement does not expire and can be terminated by Stanford University only if Tableau breaches the agreement and does not remedy the breach within 30 days after receiving written notice of the alleged breach from Stanford University. We have invested substantial research and development in VizQL since obtaining these rights. We have also been granted additional patents related to our core VizQL technology.
Live Query Engine
We have developed a Live Query Engine that interprets abstract queries generated by VizQL into syntax understandable by popular database systems. For instance, our Live Query Engine can compile VizQL statements into optimized SQL and MDX syntax understandable by database systems made by Microsoft Corporation, Oracle Corporation, IBM, EMC, SAP SE, Teradata Corporation and many other database vendors. As a result, our technology provides customers with a way to increase the accessibility, usability and performance of their databases. It also gives them a uniform user interface for interacting with databases of diverse vendors, formats and sizes.
It is common for traditional business intelligence products to import data from the organization's database systems. In contrast, Tableau's Live Query Engine enables people to query databases without having to first import the data into our products. Queries generated by our Live Query Engine are interpreted and run by the database, with only the results of each query rendered. This approach offers many advantages for customers:

•	Data consistency —Copying data can cause people to work with out-of-date information. Further, each copy of the data may represent information at different times leading to inconsistency. With our Live Query Engine, customers do not need to create additional copies of their data.	

•	Avoids data movement —Moving and loading data is often time consuming and expensive. With Live Query Engine, our customers do not need to move data in order to use our products.	

•	Scalability —Many database vendors provide massively parallel implementations of databases that provide scalable data access to large data sets. These systems can scale in various ways including scaling the number of tables in the database, the number of records in each table, the number of columns in each record, the number of users and the number of active queries. These systems also provide powerful computation capabilities for very large data volumes. Our Live Query Engine allows businesses to leverage their investment in scalable data infrastructure.	

•	Security —Transferring data out of a database causes customers to lose the security and permissions models associated with that data. Using our Live Query Engine, customers can leverage the security and permissions models specified in their database systems.	

•	Flexibility —The database industry consists of multiple vendors with competitively differentiated products. Our Live Query Engine enables our customers to choose the appropriate technology for their business.	
We focus on ensuring our software is compatible with popular database platforms and that our live query technology works with the most recent releases of those platforms. Our Live Query Engine is compatible with 60 data sources, including those from the top five database vendors in the world.
We have also pioneered connectors to emerging "Big Data" and cloud technologies. We connect to open-source Hadoop databases, proprietary MapReduce technologies and cloud data warehouses like Amazon Redshift and Google BigQuery. We also connect to column stores, databases designed to process unstructured data, and Web applications such as Salesforce and Google Analytics. We believe the size of the data that our customers analyze continues to grow. We will continue to develop our live query technology with the goal of empowering our users to have complete access to any data stored anywhere.
In-Memory Data Engine
We have also developed a fast In-Memory Data Engine that allows people to analyze large amounts of data independently of database systems. This option is valuable to our customers as it enables them to overcome the following challenges:

•	Lack of databases —Much of the world's data is not stored in databases. For instance, data is commonly stored in text files, spreadsheets, logs or other formats.	

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•	Limited performance —In addition, much of the world's data that is stored in databases resides in databases that are too slow for interactive analysis or reporting.	
For these situations, we have developed an In-Memory Data Engine, with the following unique combination of attributes that enable fast calculations:

•	Column-based storage —Our In-Memory Data Engine is based on a column-oriented format which is able to reduce input/output on analytical workloads. It employs a simple disk based representation of data that leverages the operating systems' management of virtual memory.	

•	Compressed data representation —Our technology utilizes compression aimed to keep the memory footprint as small as possible.	

•	Optimization for in-memory analytics —Our In-Memory Data Engine is optimized for analyzing data in random access memory ("RAM"). For example, leveraging RAM-based indices, our technology is more efficient than those using disk-based indices.	

•	Architecture aware algorithms —Our technology is designed to achieve high-throughput on modern processors. Key algorithms, such as grouping and aggregation, are designed to be cache and multi-core aware and adaptive to different hardware characteristics.	
By importing data into our In-Memory Data Engine, our customers can get many of the benefits of a fast database without the complication, cost and delay of a new investment in databases systems. Our In-Memory Data Engine is designed to be used on commodity hardware such as personal computers, laptops and servers that are common in companies today.
Hybrid Data Architecture
We have designed our Live Query Engine and In-Memory Data Engine to work in harmony. This hybrid approach gives customers flexibility and power. For instance, customers can use our In-Memory Data Engine to import a sample of data from a large database, and then after designing an initial visualization that answers a question, run the visualization against the entire database using the live query option. As another example of the hybrid approach, customers can integrate live data with in-memory data in a single visualization or dashboard. Both of these examples can be achieved by business users without any programming or scripting.
Information about Segments and Geographic Revenue
Information about segments and geographic revenue is set forth in Note 10 of the notes to the consolidated financial statements included elsewhere in this report.
Seasonality
We generally experience seasonal fluctuations in demand for our products and services. Our quarterly sales are impacted by industry buying patterns. As a result, our sales have generally been highest in the fourth quarter of a calendar year and lowest in the first quarter.
Customers
Our software is designed for anyone with data and questions. Our customers range from the largest corporations in the world to sole proprietors. Tableau's ease of installation and maintenance provides the flexibility to be deployed by individuals, departments or as an enterprise-wide system. We provide our products to organizations in various industries, including business services, energy and telecommunications, financial services, life sciences and healthcare, manufacturing and technology, media and entertainment, public sector and education, and retail, consumer and distribution.
We have grown our customer accounts from approximately 26,000 as of December 31, 2014 to approximately 54,000 as of December 31, 2016 . We define a customer account as a purchaser of our products. Customer accounts are typically organizations. In some cases, organizations will have multiple groups purchasing our software, which we count as discrete customer accounts. No customer represented more than 10% of our total revenues in 2016 , 2015 or 2014 .
Support and Services
Our products are designed for our customers to be able to deploy and use on their own. However, we offer several training and professional services programs to enable our customers to maximize their experience and successful use of our products.

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Maintenance and Support
Our maintenance and support services provide access to new releases of our software in addition to technical support services. Our technical support team also fields "how-to" inquiries from customers related to specific product functionality.
We offer multiple levels of technical support services to our customers globally. Our highest support level includes a dedicated phone number to address critical issues, 24 hours a day, seven days a week, year-round. In addition, we offer a variety of support tools on our website including a knowledge base, product documentation guides, release notes and drivers. We have also developed an extensive online support community, which includes forums and user groups, that is intended to enable our customers to learn and to connect with each other.
Training
In order to enable our customers to be self-reliant, we offer free online training to customers on our website, including hundreds of hours of training videos, sample visualizations and best practice articles.
We also provide a variety of fee-based product training options ranging from instructor-led courses in a traditional classroom setting to online courses. These training courses are designed to deepen understanding of specific aspects of our products and range from a single day to a week in length.
Professional Services
We have also invested in a professional services organization to help our customers maximize their benefits from using our products. Our professional services are generally intended to accelerate the analytics process rather than focus on installation and configuration of our software, as we believe most of our customers are able to deploy our products without assistance. These services are delivered either in person or remotely, and we tailor our services engagements to a customer's specific needs.
Tableau Community
We have built a strong and growing community of users and partners that help us evangelize our mission. The purpose of our community is to give customer and prospects opportunities to connect and share their experiences and ideas, and to allow them to provide valuable feedback on our products that helps us prioritize product enhancements.
Our online community currently offers:

•	knowledge bases, forums and repositories that help users learn about topics of interest, ask questions and share insights;	
		
•	groups, a mechanism that allows users to connect based on geographical location or industry affiliation;	
		
•	ideas, an avenue to share product suggestions;	
		
•	Viz Talk, designed to let users share and discuss interesting data visualizations;	
		
•	blogs; and	
		
•	news.	
We also organize events to engage with our customers and foster our user community. Our seminal event is our annual U.S. Tableau Customer Conference, which attracted more than 13,000 customer and partner attendees in November 2016 . At this event, our customers have the opportunity to network and connect, learn best practices, attend training sessions, and present their questions and suggestions directly to our software developers, executives and other employees. In 2016 , our international offering, Tableau Conference on Tour, included events in Sydney, Australia; Singapore; Paris, France; London, United Kingdom; and Munich, Germany. Finally, many of our customers form local user groups that meet periodically to discuss and share experiences using our products.
Culture and Employees
Our culture is fundamental to our success and we embrace and cultivate it with pride. Eight core values define our culture and govern our approach to business. These consist of teamwork, product leadership, using our own products, respect, honesty, simplicity and commitment to delighting our customers, as well as our mission to help people see and understand data.

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We view our employees as partners in creating a great work environment, and we take a long-term approach to their recruitment and development. As a result of our careful hiring choices, we believe our company is populated by smart, respectful people grounded in humility.
As of December 31, 2016 , we had 3,223 full-time employees globally. We also engage temporary employees and consultants. None of our employees are represented by a labor union. We have not experienced any work stoppages, and we consider our relations with our employees to be good.
Sales and Marketing
Our sales and marketing teams collaborate to create market awareness and demand, to build a robust sales pipeline and to ensure customer success that drives revenue growth.
Sales
Our sales efforts are built on a land and expand sales model that is designed to capitalize on the ease of use, low up-front cost and collaborative capabilities of our software. To facilitate rapid adoption of our products, we provide fully functional free trial versions of our products on our website and have created a simple pricing model with no minimum purchase requirements. After an initial trial or purchase, which is often made to target a specific business need at a grassroots level within an organization, the use of our products often spreads across departments, divisions and geographies, via word-of-mouth, discovery of new use cases and our sales efforts.
Our direct sales approach includes inside sales teams and field sales teams. Our inside sales team, based in regional sales hubs, qualifies and manages accounts throughout the world in a manner in which we can seed new sales at a low cost and expand these accounts over time. Our direct field sales team covers North America; Europe, Middle East and Africa; the Asia Pacific region; and Latin America, and is mainly responsible for lead qualification and account management for large enterprises. All our direct sales teams partner with technical sales representatives who provide presales technical support. We also have a dedicated customer success team responsible for driving renewals of existing contracts.
We also sell our products through indirect sales channels including technology vendors, resellers and OEMs and independent software vendors ("ISV") partners. These channels provide additional sales coverage, solution-based selling, services and training throughout the world. Our channel program is led by a dedicated sales team and provides training, certification and sales resources to our partners. As of December 31, 2016 , less than 10% of our sales team focused on indirect sales channels. We plan to continue to invest in our partner programs to help us enter and grow in new markets while complementing our direct sales efforts.
Our sales organization also includes professional services and training teams that work with customers of all sizes to support implementations and increase adoption. These efforts include in person and phone-based engagements, webinars, in-person training and free on-demand training.
Marketing
Our marketing efforts focus on establishing our brand, generating awareness, creating leads and cultivating the Tableau community. The marketing team consists primarily of marketing operations, demand generation, enterprise marketing, product marketing, programs, field events, channel marketing, corporate communications and visual design teams. We leverage both online and offline marketing channels such as events and trade shows, seminars and webinars, third-party analyst reports, whitepapers, case studies, blogs, search engines and email marketing. A central focus for the marketing team is to drive free product trials and encourage use of our free online training, an integral part of our customer acquisition process. Our marketing team is responsible for the logistics of hosting various events, including our annual customer conferences and regional events, as well as providing Web-based community tools and supporting customer-driven user groups.
We believe the simplest way to showcase our products is by using them in live or recorded demonstrations. Our marketing team also promotes Tableau Public to generate awareness. By democratizing access to public data and facilitating sharing of insights online, Tableau Public has rapidly increased community engagement and extended the reach of our products. Interest in this service has grown quickly and is demonstrated by more than 1 billion cumulative Tableau Public page views to date.
Strategic Relationships
We view our partners as an extension of our team, playing an integral role in our development and growth. Our partner programs include technology partnerships, reseller arrangements, ISV and OEM relationships. In addition, we also work closely with system integrators, consulting firms and training partners.

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Technology Vendors
Our most important technology partnerships are with data platform vendors. We collaborate with these vendors to build high performance connectivity to their data sources. We have 60 optimized data platform connectors to popular data platforms from vendors such as Amazon.com, Inc., Cloudera, Inc., IBM, Microsoft Corporation, Oracle Corporation, Salesforce, SAP SE and Teradata Corporation. In addition, some of our technology partners, such as Teradata Corporation, are resellers of our products.
Resellers/VARs
Most of our indirect sales are through resellers. In certain international markets we rely more heavily on resellers than we do in the United States. Our reseller program is designed to support business growth, help generate new opportunities, optimize customer experience and care, increase profitability and close deals more quickly. We partner with value-added resellers ("VARs"), who provide vertical expertise and technical advice in addition to reselling or bundling our software. We qualify our partners carefully to help ensure that each has the necessary capabilities and technical expertise to allow us to deliver even greater value to our customers.
OEMs
We believe that software applications made by other companies can benefit from the analytical capabilities that our products can provide, and we continue to develop relationships with OEM partners that embed our software into their applications. These consist of both traditional OEMs that provide a customized version of our products for their applications as well as SaaS-based OEMs that deliver analytics as a service.
Research and Development
We invest substantial resources in research and development to drive core technology innovation and to bring new products to market. Our research and development organization, primarily located in the U.S., is predominantly responsible for design, development, testing and certification of our products and core technologies. Our mission-driven culture empowers our employees to take ownership and personal pride in building our products. We work hard to create an environment that satisfies our talents and intellectual curiosities while promoting the development of broadly impactful and transformative technologies.
We have historically targeted major product releases on an annual cycle. Since our founding, we have developed ten major versions of our products. In addition, we also provide maintenance releases with bug fixes and incremental functionality, if and when they become available, generally on a monthly basis. Our release cycles enable us to be responsive to customers by delivering new functionality on a frequent basis. We establish priorities for our organization by collaborating closely with our customers, community and employees. We use our products across all business functions at Tableau, from customer support to finance to sales and marketing to human resources, and every employee is encouraged to test and provide feedback.
Our founders conducted the original research that led to the development of VizQL at Stanford University. We actively invest in an internally focused research effort and collaborate with the research and academic community to keep current with cutting edge technologies and help us to stay at the forefront of innovation.
We are focused on hiring the top technical talent in the industry from top engineering programs and research institutions. Our talented engineers and computer scientists are focused on finding simple and elegant solutions to complex problems in information visualization, data analytics, user experience and distributed system design.
Research and development expenses were $302.8 million , $204.1 million and $110.9 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.
Competition
Our current primary competitors generally fall into the following categories:

•	large technology companies, including suppliers of traditional business intelligence products and/or cloud-based offerings that provide one or more capabilities that are competitive with our products, such as Amazon.com, Inc., Google Inc., IBM, Microsoft Corporation, Oracle Corporation, Salesforce and SAP SE;	
		
•	business analytics software companies, such as Qlik, MicroStrategy and TIBCO Spotfire (a subsidiary of TIBCO Software Inc.); and	
		
•	SaaS-based products or cloud-based analytics providers.	

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In addition, we may compete with open source initiatives and custom development efforts. We operate in a rapidly growing and rapidly changing market. As a result, we expect competition to continue to increase as other established and emerging companies enter the business analytics market, as customer requirements evolve and as new products and technologies are introduced. We expect this to be particularly true with respect to our SaaS-based offering. This is a relatively new and evolving area of business analytics solutions, and we anticipate competition to increase based on customer demand for these types of products.
Many of our competitors, particularly the large software companies named above, have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services or other resources and greater name recognition than we do. In addition, many of our competitors have strong relationships with current and potential customers and extensive knowledge of the business analytics industry. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, for example by offering a SaaS-based product that competes with our on-premises products or our SaaS product, Tableau Online, or devote greater resources to the development, promotion and sale of their products than us. Moreover, many of these competitors are bundling their analytics products into larger deals or maintenance renewals, often at significant discounts. Increased competition may lead to price cuts, alternative pricing structures or the introduction of products available for free or a nominal price, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, results of operations and financial condition will be harmed if we fail to meet these competitive pressures.
Our ability to compete successfully in our market depends on a number of factors, both within and outside of our control. Some of these factors include ease and speed of product deployment and use, discovery and visualization capabilities, analytical and statistical capabilities, performance and scalability, the quality and reliability of our customer service and support, total cost of ownership, return on investment and brand recognition. Any failure by us to compete successfully in any one of these or other areas may reduce the demand for our products, as well as adversely affect our business, results of operations and financial condition.
Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others. By doing so, these competitors may increase their ability to meet the needs of our customers or potential customers. In addition, our current or prospective indirect sales channel partners may establish cooperative relationships with our current or future competitors. These relationships may limit our ability to sell or certify our products through specific distributors, technology providers, database companies and distribution channels and allow our competitors to rapidly gain significant market share. These developments could limit our ability to obtain revenues from existing and new customers and to maintain maintenance and support revenues from our existing and new customers. If we are unable to compete successfully against current and future competitors, our business, results of operations and financial condition would be harmed.
Intellectual Property
We rely on federal, state, common law and international rights, as well as contractual restrictions, to protect our intellectual property. We control access to our proprietary technology by entering into confidentiality and invention assignment agreements with our employees and contractors, and confidentiality agreements with third parties, such as service providers, vendors, individuals and entities that may be exploring a business relationship with us.
In addition to these contractual arrangements, we also rely on a combination of trade secrets, copyrights, patents, trademarks, service marks and domain names to protect our intellectual property. We pursue the registration of our copyrights, trademarks, service marks and domain names in the United States and in certain locations outside the United States.
As of December 31, 2016 , we had 19 issued U.S. patents directed to our technology and 43 pending patent applications in the United States. We also had three pending patent applications internationally as of December 31, 2016 with filings at the European Patent Office and in Canada and Australia. We own registered trademarks for Tableau, Tableau Software, the Tableau Logo, the Tableau Software Logo, VizQL, Show Me!, and Data In. Brilliance Out. in the United States. We also own trademark registrations for Tableau, Tableau Software, the Tableau Logo, the Tableau Software Logo, VizQL, and Show Me! in Canada and China; Tableau Software, the Tableau Logo, the Tableau Software Logo, VizQL and Show Me! in the European Union; Tableau Software, VizQL and Show Me! in Japan; Tableau, Tableau Software, the Tableau Logo, the Tableau Software Logo, and VizQL in Korea and Mexico; Tableau, Tableau Software, and VizQL in Australia; Tableau, the Tableau Logo, VizQL, and

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Show Me! in Norway; and VizQL and ShowMe! in Switzerland. Such registered trademarks will expire unless renewed at various times in the future.
Despite our efforts to protect our proprietary technology and our intellectual property rights, unauthorized parties may attempt to copy or obtain and use our technology to develop applications with the same functionality as our applications. Policing unauthorized use of our technology and intellectual property rights is difficult.
We expect that software and other applications in our industry may be subject to third-party infringement claims as the number of competitors grows and the functionality of applications in different industry segments overlaps. Any of these third parties might make a claim of infringement against us at any time.
Corporate Information
We were formed as Tableau Software LLC, a Delaware limited liability company, in 2003, and incorporated as Tableau Software, Inc., a Delaware corporation in 2004. Our principal executive offices are located at 1621 North 34th Street, Seattle, Washington 98103, and our telephone number is (206) 633-3400. Our former principal executive offices were located at 837 North 34th Street, Suite 200, Seattle, Washington 98103, prior to completing the planned move of our corporate headquarters in January 2017. Our website address is www.tableau.com. The information on, or that can be accessed through, our website is not part of this report.
Available Information
We file annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and amendments to reports filed or furnished pursuant to Sections 13(a), 14 and 15(d) of the Securities Exchange Act of 1934, as amended. The public may obtain these filings at the Securities and Exchange Commission (SEC)'s Public Reference Room at 100 F Street, NE, Washington, DC 20549 or by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding Tableau Software and other companies that file materials with the SEC electronically. Copies of Tableau's reports on Form 10-K, Forms 10-Q and Forms 8-K, may be obtained, free of charge, electronically through our internet website, http://investors.tableau.com/financial-reports-and-filings/default.aspx.

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ITEM 1A. RISK FACTORS
Our operations and financial results are subject to various risk and uncertainties, including those described below. You should carefully consider the following risks and all of the other information contained in this report, including our consolidated financial statements and related notes, before making an investment decision. While we believe that the risks and uncertainties described below are the material risks currently facing us, additional risks that we do not yet know of or that we currently think are immaterial may also arise and materially affect our business. If any of the following risks materialize, our business, financial condition and results of operations could be materially and adversely affected. In that case, the trading price of our Class A common stock could decline, and you may lose some or all of your investment.
Risks Related to Our Business and Industry
Due to our growth, we have a limited operating history at our current scale, which makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful.
We have been growing in recent periods, and as a result have a relatively short history operating our business at its current scale. We continue to increase the number of our employees and expand our operations worldwide. Furthermore, we operate in an industry that is characterized by rapid technological innovation, intense competition, changing customer needs and frequent introductions of new products, technologies and services. We have encountered, and will continue to encounter, risks and uncertainties frequently experienced by growing companies in evolving industries. If our assumptions regarding these risks and uncertainties, which we use to plan our business, are incorrect or change in reaction to changes in the market, or if we do not address these risks successfully, our operating and financial results could differ materially from our expectations and our business could suffer.
Our future success will depend in large part on our ability to, among other things:

•	hire, integrate, train and retain skilled talent, including members of our direct sales force and software engineers;	
		
•	maintain and expand our business, including our operations and infrastructure to support our growth, both domestically and internationally;	
		
•	compete with other companies, custom development efforts and open source initiatives that are currently in, or may in the future enter, the market for our software;	
		
•	expand our customer base, both domestically and internationally;	
		
•	renew maintenance agreements with, and sell additional products to, existing customers;	
		
•	improve the performance and capabilities of our software;	
		
•	maintain high customer satisfaction and ensure quality and timely releases of our products and product enhancements;	
		
•	maintain, expand and support our indirect sales channels and strategic partner network;	
		
•	maintain the quality of our website infrastructure to minimize latency when downloading or utilizing our software;	
		
•	make our software available on public cloud service providers;	
		
•	increase market awareness of our products and enhance our brand; and	
		
•	maintain compliance with applicable governmental regulations and other legal obligations, including those related to intellectual property, international sales and taxation.	
If we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those described elsewhere in this "Risk Factors" section, our business will be adversely affected and our results of operations will suffer.
We may not be able to sustain our revenue growth rate or achieve profitability in the future.
We incurred a net loss in each quarter of 2015 and 2016. We expect expenses to continue to increase as we make investments in our sales and marketing and research and development organizations, expand our operations and infrastructure both domestically and internationally and develop new products and new features for and enhancements of our existing products.
Moreover, as we grow our business, we expect our revenue growth rates to continue to slow in future periods due to a number of reasons, which may include slowing demand for our products, shifts in customer demand and spending on licenses for our products, shifts in sales of subscription-based versus perpetual licenses, increasing competition, a decrease in the growth of our overall market, our failure, for any reason, to continue to capitalize on growth opportunities, the maturation of our business or the decline in the number of

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organizations into which we have not already expanded. Accordingly, our historical revenue growth should not be considered indicative of our future performance.
If we fail to successfully manage the transition to a subscription-based business model, our results of operations could be negatively impacted.
We are currently transitioning to a more subscription-based business model. It is uncertain whether this transition will prove successful or whether we will be able to develop this business model more quickly than our competitors. Market acceptance of our product and service offerings will be dependent on our ability (1) to include functionality and usability that address certain customer requirements, and (2) to optimally price our products in light of marketplace conditions, our costs and customer demand. This transition may have negative revenue implications. If we are unable to respond to these competitive threats, our business could be harmed.
This subscription strategy may give rise to a number of risks, including the following:

•	if new or current customers desire only perpetual licenses our subscription sales may lag behind our expectations;	
		
•	the shift to a subscription strategy may raise concerns among our customer base, including concerns regarding changes to pricing over time and access to files once a subscription has expired;	
		
•	we may be unsuccessful in maintaining our target pricing, product adoption and projected renewal rates, or we may select a target price that is not optimal and could negatively affect our sales or earnings;	
		
•	our revenue growth may decline more than anticipated over the short-term as a result of this strategy;	
		
•	our shift to a subscription licensing model may result in confusion among new or existing customers (which can slow adoption rates), partners, resellers and investors;	
		
•	our relationships with existing partners that resell perpetual license products may be damaged; and	
		
•	we may incur sales compensation costs at a higher than forecasted rate.	
If we are unable to attract, integrate and retain additional qualified personnel, including executive, top sales and technical talent, our business could be adversely affected.
Our future success depends in part on our ability to identify, attract, integrate and retain highly skilled executive, technical, managerial, sales and other personnel. Effective September 2016, we appointed a new Chief Executive Officer. Additionally, effective February 2017, we appointed a new Executive Vice President, Worldwide Sales, Services and Support. If we do not successfully integrate these or other new hires, it could impede or negatively impact our business operations and strategic direction including our sales execution, marketing and product development planning and implementation processes. We face intense competition for qualified individuals from numerous other companies, including other software and technology companies, many of whom have greater financial and other resources than we do. These companies also may provide more diverse opportunities and better chances for career advancement. Some of these characteristics may be more appealing to high-quality candidates than those we have to offer. In addition, new hires often require significant training and, in many cases, take significant time before they achieve full productivity. We may incur significant costs to attract and retain qualified personnel, including significant expenditures related to salaries and benefits and compensation expenses related to equity awards, and we may lose new employees to our competitors or other companies before we realize the benefit of our investment in recruiting and training them. Moreover, new employees may not be or become as productive as we expect, as we may face challenges in adequately or appropriately integrating them into our workforce and culture. In addition, as we move into new geographies, we will need to attract and recruit skilled personnel in those areas. We have limited experience with recruiting in geographies outside of the United States, and may face additional challenges in attracting, integrating and retaining international employees. If we are unable to attract, integrate and retain suitably qualified individuals who are capable of meeting our growing technical, operational, sales and managerial requirements, as well as executive leadership requirements, on a timely basis or at all, our business will be adversely affected.
Volatility or lack of positive performance in our stock price may also affect our ability to attract and retain our key employees. Many of our senior management personnel and other key employees are vested in a substantial amount of stock or stock options. Employees may be more likely to leave us if the shares they own or the shares underlying their vested options have significantly appreciated in value relative to the original purchase prices of the shares or the exercise prices of the options, or, conversely, if the exercise prices of the options that

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they hold are significantly above the market price of our common stock or the market price of our common stock decreases significantly, impacting the value of their unvested restricted stock unit awards. If we are unable to appropriately incentivize and retain our employees through equity compensation, or if we need to increase our compensation expenses in order to appropriately incentivize and retain our employees, our business, results of operations, financial condition and cash flows would be adversely affected.
We have been growing and expect to continue to invest in our growth for the foreseeable future. If we fail to manage this growth effectively, our business and results of operations will be adversely affected.
We have grown significantly in a relatively short period of time. Our revenues grew to $826.9 million in the year ended December 31, 2016 from $412.6 million in the year ended December 31, 2014 . Our number of full time employees increased to 3,223 as of December 31, 2016 from 1,947 as of December 31, 2014 . During this period, we also expanded our operations within the United States and internationally.
We intend to continue to grow our business. For example, we plan to continue to hire new employees, particularly in our sales and engineering groups. If we cannot adequately train these new employees, including our direct sales force, our sales productivity could be impacted or our customers may lose confidence in the knowledge and capability of our employees. In addition, we are expanding internationally, establishing operations in additional countries outside the United States, and we intend to make direct and substantial investments to continue our international expansion efforts. We must successfully manage our growth to achieve our objectives. Although our business has experienced significant growth in the past, our growth has slowed in recent periods, and we cannot provide any assurance that our business will continue to grow at any particular rate, or at all.
Our ability to effectively manage the growth of our business will depend on a number of factors, including our ability to do the following:

•	effectively recruit, integrate, train and motivate a large number of new employees, including our direct sales force, while retaining existing employees, maintaining the beneficial aspects of our corporate culture and effectively executing our business plan;	
		
•	satisfy existing customers and attract new customers;	
		
•	successfully introduce new products and enhancements;	
		
•	continue to improve our operational, financial and management controls;	
		
•	protect and further develop our strategic assets, including our intellectual property rights; and	
		
•	make sound business decisions in light of the scrutiny associated with operating as a public company.	
These activities will require significant capital expenditures and allocation of valuable management and employee resources, and our growth will continue to place significant demands on our management and our operational and financial infrastructure.
Our future financial performance and our ability to execute on our business plan will depend, in part, on our ability to effectively manage any future growth. There are no guarantees we will be able to do so in an efficient or timely manner, or at all. In particular, any failure to successfully implement systems enhancements and improvements will likely negatively impact our ability to manage our expected growth, ensure uninterrupted operation of key business systems and comply with the rules and regulations that are applicable to public reporting companies. Moreover, if we do not effectively manage the growth of our business and operations, the quality of our software could suffer, which could negatively affect our brand, results of operations and overall business.
We face intense competition, and we may not be able to compete effectively, which could reduce demand for our products and adversely affect our business, growth, revenues and market share.
The market for our products is intensely and increasingly competitive and subject to rapidly changing technology and evolving standards. In addition, many companies in our target market are offering, or may soon offer, products and services that may compete with our products.
Our current primary competitors generally fall into the following categories:

•	large technology companies, including suppliers of traditional business intelligence products and/or cloud-based offerings that provide one or more capabilities that are competitive with our products, such as Amazon.com, Inc., Google Inc., IBM, Microsoft Corporation, Oracle Corporation, Salesforce and SAP SE;	

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•	business analytics software companies, such as Qlik, MicroStrategy and TIBCO Spotfire (a subsidiary of TIBCO Software Inc.); and	
		
•	SaaS-based products or cloud-based analytics providers.	
In addition, we may compete with open source initiatives and custom development efforts. We expect competition to increase as other established and emerging companies enter the business analytics software market, as customer requirements evolve and as new products and technologies are introduced. We expect this to be particularly true with respect to our SaaS-based offering. This is a relatively new and evolving area of business analytics solutions, and we anticipate competition to increase based on customer demand for these types of products.
Many of our competitors, particularly the large software companies named above, have longer operating histories, significantly greater financial, technical, marketing, distribution, professional services or other resources and greater name recognition than we do. In addition, many of our competitors have strong relationships with current and potential customers and extensive knowledge of the business analytics industry. As a result, they may be able to respond more quickly to new or emerging technologies and changes in customer requirements, for example by offering and expanding the capabilities of SaaS-based products that compete with our on-premises products and our SaaS product offerings, or devote greater resources to the development, promotion and sale of their products than we do. Moreover, many of these competitors are bundling their analytics products into larger deals or maintenance renewals, often at significant discounts. Increased competition may lead to price cuts, alternative pricing structures or the introduction of products available for free or a nominal price, fewer customer orders, reduced gross margins, longer sales cycles and loss of market share. We may not be able to compete successfully against current and future competitors, and our business, results of operations and financial condition will be harmed if we fail to meet these competitive pressures.
Our ability to compete successfully in our market depends on a number of factors, both within and outside of our control. Some of these factors include ease and speed of product deployment and use, discovery and visualization capabilities, analytical and statistical capabilities, performance and scalability, the quality and reliability of our customer service and support, total cost of ownership, return on investment and brand recognition. Any failure by us to compete successfully in any one of these or other areas may reduce the demand for our products, as well as adversely affect our business, results of operations and financial condition.
Moreover, current and future competitors may also make strategic acquisitions or establish cooperative relationships among themselves or with others. By doing so, these competitors may increase their ability to meet the needs of our customers or potential customers. In addition, our current or prospective indirect sales channel partners may establish cooperative relationships with our current or future competitors. These relationships may limit our ability to sell or certify our products through specific distributors, technology providers, database companies and distribution channels and allow our competitors to rapidly gain significant market share. These developments could limit our ability to obtain revenues from existing and new customers and to maintain maintenance and support revenues from our existing and new customers. If we are unable to compete successfully against current and future competitors, our business, results of operations and financial condition would be harmed.
Our success is highly dependent on our ability to further penetrate the existing market for business analytics software as well as the growth and expansion of that market.
Although the overall market for business analytics software is well-established, the market for business analytics software like ours is relatively new, rapidly evolving and unproven. Our future success will depend in large part on our ability to further penetrate the existing market for business analytics software, as well as the continued growth and expansion of what we believe to be an emerging market for analytics solutions and platforms that are faster, easier to adopt, easier to use and more focused on self-service capabilities. It is difficult to predict customer adoption and renewal rates, customer demand for our products, the size, growth rate and expansion of these markets, the entry of competitive products or the success of existing competitive products. Our ability to further penetrate the existing market and any expansion of the emerging market depends on a number of factors, including the cost, performance and perceived value associated with our products, as well as customers' willingness to adopt a different approach to data analysis. Furthermore, many potential customers have made significant investments in legacy business analytics software systems and may be unwilling to invest in new software. If we are unable to further penetrate the existing market for business analytics software, the emerging market for self-service analytics solutions fails to grow or expand, or either of these markets decreases in size, our business, results of operations and financial condition would be adversely affected.

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Our future quarterly results of operations may fluctuate significantly due to a wide range of factors, which makes our future results difficult to predict.
Our revenues and results of operations could vary significantly from quarter to quarter as a result of various factors, some of which are outside of our control, such as:

•	the timing of satisfying revenue recognition criteria, particularly with regard to large enterprise license agreements and other sales transactions, as well as the transition of perpetual license transactions, which generally result in up-front revenue recognition, to subscription and term-based license transactions, which generally result in more ratable revenue, recognized over a period of time;	
		
•	the expansion of our customer base;	
		
•	the renewal of maintenance agreements with, and sales of additional products to, existing customers;	
		
•	seasonal variations in our sales, which have generally historically been highest in the fourth quarter of a calendar year and lowest in the first quarter;	
		
•	the size, timing and terms of our perpetual license sales to both existing and new customers;	
		
•	increasing customer demand and adoption of our term based and subscription license products and services with ratable revenue;	
		
•	changes in the mix of term and subscription license sales versus perpetual license sales;	
		
•	the mix of direct sales versus sales through our indirect sales channels;	
		
•	the introduction of products and product enhancements by existing competitors or new entrants into our market, and changes in pricing for products offered by us or our competitors;	
		
•	customers delaying purchasing decisions in anticipation of new products or product enhancements by us or our competitors or otherwise;	
		
•	changes in customers' budgets;	
		
•	customer acceptance of and willingness to pay for new versions of our products;	
		
•	seasonal variations related to sales and marketing and other activities, such as expenses related to our annual customer conferences; and	
		
•	general economic and political conditions, both domestically and internationally, as well as economic conditions specifically affecting industries in which our customers operate.	
Additional factors include:

•	costs related to the hiring, training and maintenance of our direct sales force;	
		
•	the timing and growth of our business, in particular through our hiring of new employees and international expansion;	
		
•	our ability to control costs, including our operating expenses; and	
		
•	fluctuations in our effective tax rate.	
Any one of these or other factors discussed elsewhere in this report may result in fluctuations in our revenues and operating results, meaning that quarter-to-quarter comparisons of our revenues, results of operations and cash flows may not necessarily be indicative of our future performance.
We may not be able to accurately predict our future revenues or results of operations. For example, a large percentage of the revenues we recognize each quarter has been attributable to sales made in the last month of that same quarter. Our license revenues, which are primarily attributable to perpetual licenses, in particular can be impacted by short-term shifts in customer demand and spending on licenses for our products. In addition, as demand from our customer base increasingly shifts to term based and subscription licenses, this can impact the timing for recognizing revenues in a given period and impact our results of operations. As a result, our ability to forecast revenues on a quarterly or longer-term basis is limited. In addition, we base our current and future expense levels on our operating plans and sales forecasts, and our operating expenses are expected to be relatively fixed in the short term. Accordingly, we may not be able to reduce our costs sufficiently to compensate for an unexpected shortfall in revenues, and even a small shortfall in revenues could disproportionately and adversely affect our financial results for that quarter. The variability and unpredictability of these and other factors could result in our failing to meet or exceed financial expectations for a given period.

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If we are unable to attract new customers and expand sales to existing customers, both domestically and internationally, our growth could be slower than we expect and our business may be harmed.
Our future growth depends in part upon increasing our customer base. Our ability to achieve growth in revenues in the future will depend, in large part, upon the effectiveness of our marketing efforts, both domestically and internationally, and our ability to attract new customers. This may be particularly challenging where an organization has already invested substantial personnel and financial resources to integrate traditional business intelligence products into its business, as such organization may be reluctant or unwilling to invest in a new product. If we fail to attract new customers and maintain and expand those customer relationships, our revenues will grow more slowly than expected and our business will be harmed.
Our future growth also depends upon expanding sales of our products to and renewing license and maintenance agreements with existing customers and their organizations. If our customers do not purchase additional licenses or capabilities, our revenues may grow more slowly than expected, may not grow at all or may decline. Additionally, increasing incremental sales to our current customer base requires increasingly sophisticated and costly sales efforts that are targeted at senior management. There can be no assurance that our efforts would result in expanding sales to existing customers and additional revenues. If our expansion sales efforts to our customers are not successful, our business would suffer. Moreover, while most of our software is currently licensed and sold under perpetual license agreements, we also enter into term and subscription license agreements with our customers. Due to the differences in revenue recognition principles, applied to perpetual versus term or subscription license sales, shifts in the mix of term and subscription licenses could produce significant variation in the revenue we recognize in a given period. In addition, all of our maintenance and support agreements are sold on a term basis. In order for us to grow our revenues and increase profitability, it is important that our existing customers renew their maintenance and support agreements and their term licenses, if applicable, when the initial contract term expires. Our customers have no obligation to renew their term licenses or maintenance and support contracts with us after the initial terms have expired. Our customers' renewal rates may decline or fluctuate as a result of a number of factors, including their satisfaction or dissatisfaction with our software or professional services, our pricing or pricing structure, the pricing or capabilities of products or services offered by our competitors, the effects of economic conditions, or reductions in our customers' spending levels. If our customers do not renew their agreements with us, or renew on terms less favorable to us, our revenues may decline.
We derive substantially all of our revenues from a limited number of software products.
We currently derive and expect to continue to derive substantially all of our revenues from our Tableau Desktop, Tableau Server and Tableau Online software products. As such, the continued growth in market demand of these software products is critical to our continued success. Demand for our software is affected by a number of factors, including continued market acceptance of our products, the timing of development and release of new products by our competitors, price changes by us or by our competitors, technological change, growth or contraction in the traditional and expanding business analytics market and general economic conditions and trends. If we are unable to continue to meet customer demands or to achieve more widespread market acceptance of our software, our business, results of operations, financial condition and growth prospects will be materially and adversely affected.
Our success depends on increasing the number and value of enterprise sales transactions, which typically involve a longer sales cycle, greater deployment challenges and additional support and services than sales to individual purchasers of our products.
Growth in our revenues and profitability depends in part on our ability to complete more and larger enterprise sales transactions. During 2016 , we closed 1,549 sales transactions greater than $100,000 compared to 1,192 sales transactions greater than $100,000 in 2015 , representing a 30% increase in the number of transactions. We anticipate that the quantity of sales transactions greater than $100,000 will continue to fluctuate on a quarter by quarter basis. These larger transactions may involve significant customer negotiation and are typically completed near the end of the quarter. Enterprise customers may undertake a significant evaluation process, which can last from several months to a year or longer. For example, in recent periods, excluding renewals, our transactions over $100,000 have generally taken over three months to close. Any individual transaction may take substantially longer than three months to close. Events may occur during this period that affect the size or timing of a purchase or even cause cancellations, which may lead to greater unpredictability in our business and results of operations. We will spend substantial time, effort and money on enterprise sales efforts without any assurance that our efforts will produce any sales.

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We may also face unexpected deployment challenges with enterprise customers or more complicated installations of our software platform. It may be difficult to deploy our software platform if the customer has unexpected database, hardware or software technology issues. Additional deployment complexities may occur if a customer hires a third party to deploy or implement our products or if one of our indirect sales channel partners leads the implementation of our products. In addition, enterprise customers may demand 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 use. As a result of these factors, we must devote a significant amount of sales support and professional services resources to individual customers, increasing the cost and time required to complete sales. Any difficulties or delays in the initial implementation, configuration or integration of our products could cause customers to reject our software or lead to the delay in or failure to obtain future orders which would harm our business, results of operations and financial condition.
If our new products and product enhancements do not achieve sufficient market acceptance, our results of operations and competitive position will suffer.
We spend substantial amounts of time and money to research and develop new software and enhanced versions of our existing software to incorporate additional features, improve functionality, function in concert with new technologies or changes to existing technologies and allow our customers to analyze a wide range of data sources. When we develop a new product or an enhanced version of an existing product, we typically incur expenses and expend resources upfront to market, promote and sell the new offering. Therefore, when we develop and introduce new or enhanced products, they must achieve high levels of market acceptance in order to justify the amount of our investment in developing and bringing them to market.
Further, we may make changes to our software that our customers do not find useful. We may also discontinue certain features, begin to charge for certain features that are currently free or increase fees for any of our features or usage of our software. We may also face unexpected problems or challenges in connection with new product or feature introductions.
Our new products or product enhancements and changes to our existing software could fail to attain sufficient market acceptance for many reasons, including:

•	failure to predict market demand accurately in terms of software functionality and capability or to supply software that meets this demand in a timely fashion;	
		
•	inability to operate effectively with the technologies, systems or applications of our existing or potential customers;	
		
•	defects, errors or failures;	
		
•	negative publicity about their performance or effectiveness;	
		
•	delays in releasing our new software or enhancements to our existing software to the market;	
		
•	the introduction or anticipated introduction of competing products by our competitors;	
		
•	an ineffective sales force;	
		
•	poor business conditions for our end-customers, causing them to delay purchases; and	
		
•	the reluctance of customers to purchase software incorporating open source software.	
In addition, because our products are designed to operate on and with a variety of systems, we will need to continuously modify and enhance our products to keep pace with changes in technology. We may not be successful in either developing these modifications and enhancements or in bringing them to market in a timely fashion.
If our new software or enhancements and changes do not achieve adequate acceptance in the market, our competitive position will be impaired, and our revenues could decline. The adverse effect on our results of operations may be particularly acute because of the significant research, development, marketing, sales and other expenses we will have incurred in connection with the new software or enhancements.
We are dependent on the continued services and performance of our senior management and other key personnel, the loss of any of whom could adversely affect our business.
Our future success depends in large part on the continued contributions of our senior management and other key personnel. In particular, the leadership of key management personnel is critical to the successful management of our company, the development of our products and our strategic direction. Effective September 2016, we appointed a new Chief Executive Officer. Additionally, effective February 2017, we appointed a new Executive Vice President, Worldwide Sales, Services and Support. If we do not successfully integrate these or other new hires, it could impede or negatively impact our business operations and strategic direction including our

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sales execution, marketing and product development planning and implementation processes. Our senior management and key personnel are all employed on an at-will basis, which means that they could terminate their employment with us at any time, for any reason and without notice. The loss of any of our key management personnel could significantly delay or prevent the achievement of our development and strategic objectives and adversely affect our business. We do not maintain "key person" insurance for any member of our senior management team or any of our other key employees.
Our growth depends on being able to expand our direct sales force successfully.
In order to increase our revenues and profitability, we must increase the size of our direct sales force, both in the United States and internationally, to generate additional revenues from new and existing customers. We intend to further increase our number of direct sales professionals.
We believe that there is significant competition for sales personnel with the skills and technical knowledge that we require. Our ability to achieve revenue growth will depend, in large part, on our success in recruiting, training and retaining sufficient numbers of direct sales personnel to support our growth. New hires require significant training and may take significant time before they achieve full productivity. Our recent hires and planned hires may not become productive as quickly as we expect, and we may be unable to hire or retain sufficient numbers of qualified individuals in the markets where we do business or plan to do business. In addition, as we continue to grow, a large percentage of our sales force may be new to our company and our products, which may adversely affect our sales if we cannot train our sales force quickly or effectively. Attrition rates may increase and we may face integration challenges as we continue to seek to expand our sales force. If we are unable to hire and train sufficient numbers of effective sales personnel, or the sales personnel are not successful in obtaining new customers or increasing sales to our existing customer base, our business will be adversely affected.
If we cannot maintain our corporate culture as we grow, we could lose the innovation, teamwork, passion and focus on execution that we believe contribute to our success, and our business may be harmed.
We believe that our corporate culture has been a critical component to our success. We have invested substantial time and resources in building our team. As we grow and mature as a public company, we may find it difficult to maintain our corporate culture. Any failure to preserve our culture could negatively affect our future success, including our ability to recruit and retain personnel and effectively focus on and pursue our corporate objectives.
Real or perceived errors, failures, bugs or security flaws in our software could adversely affect our results of operations and growth prospects.
Because our software is complex, undetected errors, failures, bugs or security flaws may occur, especially when new versions or updates are released. Our software is often installed and used in large-scale computing environments with different operating systems, system management software, and equipment and networking configurations, which may cause errors or failures of our software or other aspects of the computing environment into which it is deployed. In addition, deployment of our software into computing environments may expose undetected errors, compatibility issues, failures, bugs or security flaws in our software. Despite testing by us, errors, failures, bugs or security flaws may not be found in our software until it is released to our customers. Moreover, our customers could incorrectly implement or inadvertently misuse our software, which could result in customer dissatisfaction and adversely impact the perceived utility of our products as well as our brand. Any of these real or perceived errors, compatibility issues, failures, bugs or security flaws in our software could result in negative publicity, reputational harm, loss of or delay in market acceptance of our software, loss of competitive position or claims by customers for losses sustained by them. In such an event, we may be required, or may choose, for customer relations or other reasons, to expend additional resources in order to help correct the problem. Alleviating any of these problems could require significant expenditures of our capital and other resources and could cause interruptions, delays or cessation of our licensing, which could cause us to lose existing or potential customers and could adversely affect our results of operations and growth prospects.
Interruptions or performance problems, including any caused by cyber-attacks or associated with our technology and infrastructure, may adversely affect our business and results of operations.
We have in the past experienced, and may in the future experience, performance issues due to a variety of factors, including infrastructure changes, human or software errors, website or third-party hosting disruptions or capacity constraints due to a number of potential causes including technical failures, cyber-attacks, security vulnerabilities, natural disasters or fraud. If our security is compromised, our website is unavailable or our users

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are unable to download our software within a reasonable amount of time or at all, our business could be negatively affected. Moreover, if our security measures, products or services are subject to cyber-attacks that degrade or deny the ability of users to access our website, Tableau Online, or other products or services, our products or services may be perceived as unsecure and we may incur significant legal and financial exposure. In particular, our cloud-based products, Tableau Online and Tableau Public, may be especially vulnerable to interruptions, performance problems or cyber-attacks. In some instances, we may not be able to identify the cause or causes of these performance problems within an acceptable period of time. These cloud-based products are hosted at third-party data centers that are not under our direct control. If these data centers were to be damaged or suffer disruption, our ability to provide these products to our customers could be impaired and our reputation could be harmed.
In addition, it may become increasingly difficult to maintain and improve our website performance, especially during peak usage times and as our software becomes more complex and our user traffic increases. Adverse consequences could include unanticipated system disruptions, slower response times, degradation in level of customer support, and impaired quality of users' experiences, and could result in customer dissatisfaction and the loss of existing customers. We expect to continue to make significant investments to maintain and improve website performance and security and to enable rapid and secure releases of new features and applications for our software. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and results of operations may be adversely affected.
We also rely on SaaS technologies from third parties in order to operate critical functions of our business, including financial management services from NetSuite Inc. and customer relationship management services from Salesforce. If these services become unavailable due to extended outages or interruptions, security vulnerabilities or cyber-attacks, or because they are no longer available on commercially reasonably terms or prices, our expenses could increase, our ability to manage these critical functions could be interrupted and our processes for managing sales of our software and supporting our customers could be impaired until equivalent services, if available, are identified, obtained and implemented, all of which could adversely affect our business.
Breaches in our security, cyber-attacks or other cyber-risks could expose us to significant liability and cause our business and reputation to suffer.
Our operations involve transmission and processing of our customers' confidential, proprietary and sensitive information including, in some cases, personally identifiable information and credit card information. We have legal and contractual obligations to protect the confidentiality and appropriate use of customer data. Despite our security measures, our information technology and infrastructure may be vulnerable to attacks as a result of third party action, employee error or misconduct. Security risks, including but not limited to, unauthorized use or disclosure of customer data, theft of proprietary information, denial of service attacks, loss or corruption of customer data, and computer hacking attacks or other cyber-attacks, could expose us to substantial litigation expenses and damages, indemnity and other contractual obligations, government fines and penalties, mitigation expenses and other liabilities. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until successfully launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures. If an actual or perceived breach of our security occurs, the market perception of the effectiveness of our security measures could be harmed, we could lose potential sales and existing customers, our ability to operate our business could be impaired, and we may incur significant liabilities.
Our failure to adequately protect personal information could have a material adverse effect on our business.
A wide variety of local, state, national and international laws, directives and regulations apply to the collection, use, retention, protection, disclosure, transfer and other processing of personal data. These data protection and privacy-related laws and regulations continue to evolve and may result in ever-increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions and increased costs of compliance. Our failure to comply with applicable laws and regulations, or to protect such data, could result in enforcement action against us, including fines, imprisonment of company officials and public censure, claims for damages by end-customers and other affected individuals, damage to our reputation and loss of goodwill (both in relation to existing end-customers and prospective end-customers), any of which could have a material adverse effect on our operations, financial performance and business. Changing definitions of personal data and personal information, within the European Union, the United States, and elsewhere, especially relating to classification of IP

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addresses, machine identification, location data, and other information, may limit or inhibit our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of data.
Our products use third-party software and services that may be difficult to replace or cause errors or failures of our products that could lead to a loss of customers or harm to our reputation and our operating results.
We license third-party software and depend on services from various third parties for use in our products. In the future, this software or these services may not be available to us on commercially reasonable terms, or at all. Any loss of the right to use any of the software or services could result in decreased functionality of our products until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated, which could harm our business. In addition, any errors or defects in or failures of the third-party software or services could result in errors or defects in our products or cause our products to fail, which could harm our business and be costly to correct. Many of these providers attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our customers or third-party providers that could harm our reputation and increase our operating costs.
We will need to maintain our relationships with third-party software and service providers and to obtain software and services from such providers that do not contain any errors or defects. Any failure to do so could adversely impact our ability to deliver effective products to our customers and could harm our operating results.
If customers demand products that provide business analytics via a SaaS business model, our business could be adversely affected.
We believe that companies have begun to expect that key software be provided through a SaaS model. We have used and expect to use our current cash or future cash flows to fund further development of our Tableau Online product, and we may encounter difficulties that cause our costs to exceed our current expectations. Moreover, as demand increases, we will need to make additional investments in related infrastructure such as server farms, data centers, network bandwidth and technical operations personnel. All of these investments could negatively affect our operating results. Even if we make these investments, we may be unsuccessful in achieving significant market acceptance of this product. Moreover, sales of a potential future SaaS offering by our competitors could adversely affect sales of all of our existing products. In addition, increasing sales of our SaaS offering could cannibalize license sales of our on-premises desktop and server products to our existing and prospective customers, which could negatively impact our overall sales growth. The migration of our customers to a SaaS model would also change the manner in which we recognize revenue, which could adversely affect our operating results and business operations.
Our success depends on our ability to maintain and expand our indirect sales channels.
Historically, we have used indirect sales channel partners, such as original equipment manufacturers, technology partners, systems integrators and resellers, to a limited degree. Indirect sales channel partners are becoming an increasingly important aspect of our business, particularly with regard to enterprise and international sales. Our future growth in revenues and profitability depends in part on our ability to identify, establish and retain successful channel partner relationships in the United States and internationally, which will take significant time and resources and involve significant risk.
We cannot be certain that we will be able to identify suitable indirect sales channel partners. To the extent we do identify such partners, we will need to negotiate the terms of a commercial agreement with them under which the partner would distribute our products. We cannot be certain that we will be able to negotiate commercially-attractive terms with any channel partner, if at all. In addition, all channel partners must be trained to distribute our products. In order to develop and expand our distribution channel, we must develop and improve our processes for channel partner introduction and training.
We also cannot be certain that we will be able to maintain successful relationships with any channel partners. These channel partners may not have an exclusive relationship with us and may offer customers the products of several different companies, including products that compete with ours. With or without an exclusive relationship, we cannot be certain that they will prioritize or provide adequate resources for selling our products. A lack of support by any of our channel partners may harm our ability to develop, market, sell or support our products, as well as harm our brand. There can be no assurance that our channel partners will comply with the terms of our commercial agreements with them or will continue to work with us when our commercial agreements with them expire or are up for renewal. If we are unable to maintain our relationships with these channel partners,

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or these channel partners fail to live up to their contractual obligations, our business, results of operations and financial condition could be harmed.
Our long-term growth depends in part on being able to expand internationally on a profitable basis.
Historically, we have generated a substantial majority of our revenues from customers inside the United States and Canada. For example, approximately 71% of our total revenues in the year ended December 31, 2016 was derived from sales within the United States and Canada. We plan to continue to expand our international operations as part of our growth strategy. Our international operations subject us to a variety of risks and challenges, including:

•	increased management, travel, infrastructure, legal compliance and regulation costs associated with having multiple international operations;	
		
•	management communication and integration problems resulting from geographic dispersion and language and cultural differences;	
		
•	sales and customer service challenges associated with operating in different countries;	
		
•	increased reliance on indirect sales channel partners outside the United States;	
		
•	longer payment cycles and difficulties in collecting accounts receivable or satisfying revenue recognition criteria, especially in emerging markets;	
		
•	increased financial accounting and reporting burdens and complexities;	
		
•	general economic or political conditions in each country or region;	
		
•	economic uncertainty around the world and adverse effects arising from economic interdependencies across countries and regions;	
		
•	uncertainty around how the United Kingdom's vote to exit the European Union, commonly referred to as "Brexit," will impact the United Kingdom's access to the European Union Single Market, the related regulatory environment, the global economy and the resulting impact on our business;	
		
•	compliance with foreign laws and regulations and the risks and costs of non-compliance with such laws and regulations;	
		
•	compliance with laws and regulations for foreign operations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on our ability to sell our software in certain foreign markets and the risks and costs of non-compliance;	
		
•	heightened risks of unfair or corrupt business practices in certain geographies and of improper or fraudulent sales arrangements that may impact financial results and result in restatements of financial statements and irregularities in financial statements;	
		
•	fluctuations in currency exchange rates and related effects on our results of operations;	
		
•	difficulties in transferring or, if we determine to do so, repatriating funds from or converting currencies in certain countries;	
		
•	the need for localized software and licensing programs;	
		
•	reduced protection for intellectual property rights in certain countries and practical difficulties and costs of enforcing rights abroad; and	
		
•	compliance with the laws of numerous foreign taxing jurisdictions and overlapping of different tax regimes.	
Any of these risks could adversely affect our international operations, reduce our international revenues or increase our operating costs, adversely affecting our business, results of operations and financial condition and growth prospects.
For example, compliance with laws and regulations applicable to our international operations increases our cost of doing business in foreign jurisdictions. We may be unable to keep current with changes in government requirements as they change from time to time. Failure to comply with these regulations could have adverse effects on our business. In addition, in many foreign countries it is common for others to engage in business practices that are prohibited by our internal policies and procedures or U.S. laws and regulations applicable to us. As we grow, we continue to implement compliance procedures designed to prevent violations of these laws and regulations. There can be no assurance that all of our employees, contractors, indirect sales channel partners and agents will comply with the formal policies we will implement, or applicable laws and regulations. Violations of laws or key control policies by our employees, contractors, channel partners or agents could result in delays in revenue recognition, financial reporting misstatements, fines, penalties, or the prohibition of the importation or

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exportation of our software and services and could have a material adverse effect on our business and results of operations.
We are obligated to develop and maintain proper and effective internal control over financial reporting. These internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our Class A common stock.
We are required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting on an annual basis. This assessment includes disclosure of any material weaknesses identified by our management in our internal control over financial reporting. We are also required to have our independent registered public accounting firm issue an opinion on the effectiveness of our internal control over financial reporting on an annual basis. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal control over financial reporting is effective.
If we are unable to assert that our internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, which could cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the Securities and Exchange Commission ("SEC").
Our business is highly dependent upon our brand recognition and reputation, and the failure to maintain or enhance our brand recognition or reputation would likely adversely affect our business and results of operations.
We believe that maintaining and enhancing the Tableau brand identity and our reputation are critical to our relationships with our customers and channel partners and to our ability to attract new customers and channel partners. We also believe that the importance of our brand recognition and reputation will continue to increase as competition in our market continues to develop. Our success in this area will depend on a wide range of factors, some of which are beyond our control, including the following:

•	the efficacy of our marketing efforts;	
		
•	our ability to continue to offer high-quality, innovative and error- and bug-free products;	
		
•	our ability to retain existing customers and obtain new customers;	
		
•	our ability to maintain high customer satisfaction;	
		
•	the quality and perceived value of our products;	
		
•	our ability to successfully differentiate our products from those of our competitors;	
		
•	actions of our competitors and other third parties;	
		
•	our ability to provide customer support and professional services;	
		
•	any misuse or perceived misuse of our products;	
		
•	positive or negative publicity;	
		
•	interruptions, delays or attacks on our website; and	
		
•	litigation- or regulatory-related developments.	
Our brand promotion activities may not be successful or yield increased revenues.
Independent industry analysts often provide reviews of our products, as well as those of our competitors, and perception of our products in the marketplace may be significantly influenced by these reviews. If these reviews are negative, or less positive as compared to those of our competitors' products and services, our brand may be adversely affected.
Furthermore, negative publicity, whether or not justified, relating to events or activities attributed to us, our employees, our partners or others associated with any of these parties, may tarnish our reputation and reduce the value of our brand. Damage to our reputation and loss of brand equity may reduce demand for our products and have an adverse effect on our business, operating results and financial condition. Moreover, any attempts to rebuild our reputation and restore the value of our brand may be costly and time consuming, and such efforts may not ultimately be successful.
Economic uncertainties or downturns could materially adversely affect our business.
Current or future economic uncertainties or downturns could adversely affect our business and results of operations. Negative conditions in the general economy both in the United States and abroad, including conditions resulting from changes in gross domestic product growth, the continued sovereign debt crisis, potential

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future government shutdowns, the federal government's failure to raise the debt ceiling, financial and credit market fluctuations, political deadlock, natural catastrophes, warfare and terrorist attacks on the United States, Europe, the Asia Pacific region or elsewhere, could cause a decrease in business investments, including corporate spending on business analytics software in general and negatively affect the rate of growth of our business.
The inability of legislators to pass additional short- or longer-term spending bills could lead to additional shutdowns or other disruptions. In addition, general worldwide economic conditions have experienced a significant downturn and continue to remain unstable, particularly in light of the Brexit referendum. These conditions make it extremely difficult for our customers and us to forecast and plan future business activities accurately, and they could cause our customers to reevaluate their decisions to purchase our products, which could delay and lengthen our sales cycles or result in cancellations of planned purchases. Furthermore, during challenging economic times our customers may tighten their budgets and face issues in gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. In turn, we may be required to increase our allowance for doubtful accounts, which would adversely affect our financial results.
To the extent purchases of our software are perceived by customers and potential customers to be discretionary, our revenues may be disproportionately affected by delays or reductions in general information technology spending. Also, customers may choose to develop in-house software as an alternative to using our products. Moreover, competitors may respond to market conditions by lowering prices and attempting to lure away our customers. In addition, the increased pace of consolidation in certain industries may result in reduced overall spending on our software.
We cannot predict the timing, strength or duration of any economic slowdown, instability or recovery, generally or within any particular industry. If the economic conditions of the general economy or industries in which we operate do not improve, or worsen from present levels, our business, results of operations, financial condition and cash flows could be adversely affected.
If currency exchange rates fluctuate substantially in the future, the results of our operations, which are reported in U.S. dollars, could be adversely affected.
As we continue to expand our international operations, we become more exposed to the effects of fluctuations in currency exchange rates. Although we expect an increasing number of sales contracts to be denominated in currencies other than the U.S. dollar in the future, the majority of our sales contracts have historically been denominated in U.S. dollars, and therefore most of our revenues have not been subject to foreign currency risk. However, a strengthening of the U.S. dollar could increase the real cost of our software to our customers outside of the United States, which could adversely affect our business, results of operations, financial condition and cash flows. For example, the U.S. election, subsequent actions of the new administration and the Brexit referendum have caused significant volatility in global stock markets and currency exchange rate fluctuations. In addition, we incur expenses for employee compensation and other operating expenses at our non-U.S. locations in the local currency. Fluctuations in the exchange rates between the U.S. dollar and other currencies could result in the dollar equivalent of such expenses being higher. This could have a negative impact on our reported results of operations. Although we may in the future decide to undertake foreign exchange hedging transactions to cover a portion of our foreign currency exchange exposure, we currently do not hedge our exposure to foreign currency exchange risks.
Failure to protect our intellectual property rights could adversely affect our business.
Our success depends, in part, on our ability to protect proprietary methods and technologies that we develop or license under patent and other intellectual property laws of the United States, so that we can prevent others from using our inventions and proprietary information. If we fail to protect our intellectual property rights adequately, our competitors might gain access to our technology, and our business might be adversely affected. However, defending our intellectual property rights might entail significant expenses. Any of our patent rights, copyrights, trademarks or other intellectual property rights may be challenged by others, weakened or invalidated through administrative process or litigation.
As of December 31, 2016 , we had 19 issued U.S. patents covering our technology and 43 patent applications pending for examination in the United States. We also had three pending patent applications internationally as of December 31, 2016 with filings at the European Patent Office and in Canada and Australia. The patents that we own or license from others (including those that have issued or may issue in the future) may

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not provide us with any competitive advantages or may be challenged by third parties, and our patent applications may never be granted.
Additionally, the process of obtaining patent protection is expensive and time-consuming, and we may not be able to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner. Even if issued, there can be no assurance that these patents will adequately protect our intellectual property, as the legal standards relating to the validity, enforceability and scope of protection of patent and other intellectual property rights are uncertain.
Any patents that are issued may subsequently be invalidated or otherwise limited, allowing other companies to develop offerings that compete with ours, which could adversely affect our competitive business position, business prospects and financial condition. In addition, issuance of a patent does not guarantee that we have a right to practice the patented invention. Patent applications in the United States are typically not published until 18 months after filing or, in some cases, not at all, and publications of discoveries in industry-related literature lag behind actual discoveries. We cannot be certain that third parties do not have blocking patents that could be used to prevent us from marketing or practicing our patented software or technology.
Effective patent, trademark, copyright and trade secret protection may not be available to us in every country in which our software is available. The laws of some foreign countries may not be as protective of intellectual property rights as those in the United States (in particular, some foreign jurisdictions do not permit patent protection for software), and mechanisms for enforcement of intellectual property rights may be inadequate. Additional uncertainty may result from changes to intellectual property legislation enacted in the United States, including the recent America Invents Act, and other national governments and from interpretations of the intellectual property laws of the United States and other countries by applicable courts and agencies. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual property.
We rely in part on trade secrets, proprietary know-how and other confidential information to maintain our competitive position. Although we endeavor to enter into non-disclosure agreements with our employees, licensees and others who may have access to this information, we cannot assure you that these agreements or other steps we have taken will prevent unauthorized use, disclosure or reverse engineering of our technology. Moreover, third parties may independently develop technologies or products that compete with ours, and we may be unable to prevent this competition.
We might be required to spend significant resources to monitor and protect our intellectual property rights. We may initiate claims or litigation against third parties for infringement of our proprietary rights or to establish the validity of our proprietary rights. Litigation also puts our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing. Additionally, we may provoke third parties to assert counterclaims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded, if any, may not be commercially viable. Any litigation, whether or not resolved in our favor, could result in significant expense to us and divert the efforts of our technical and management personnel, which may adversely affect our business, results of operations, financial condition and cash flows.
We may be subject to intellectual property rights claims by third parties, which are extremely costly to defend, could require us to pay significant damages and could limit our ability to use certain technologies.
Companies in the software and technology industries, including some of our current and potential competitors, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based on allegations of infringement or other violations of intellectual property rights. In addition, many of these companies have the capability to dedicate substantially greater resources to enforce their intellectual property rights and to defend claims that may be brought against them. The litigation may involve patent holding companies or other adverse patent owners that have no relevant product revenues and against which our patents may therefore provide little or no deterrence. We have received, and may in the future receive, notices that claim we have misappropriated, misused, or infringed other parties' intellectual property rights, and, to the extent we gain greater market visibility, we face a higher risk of being the subject of intellectual property infringement claims, which is not uncommon with respect to the business analytics software market.
There may be third-party intellectual property rights, including issued or pending patents that cover significant aspects of our technologies or business methods. Any intellectual property claims, with or without merit, could be very time-consuming, could be expensive to settle or litigate and could divert our management's

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attention and other resources. These claims could also subject us to significant liability for damages, potentially including treble damages if we are found to have willfully infringed patents or copyrights. These claims could also result in our having to stop using technology found to be in violation of a third party's rights. We might be required to seek a license for the intellectual property, which may not be available on reasonable terms or at all. Even if a license were available, we could be required to pay significant royalties, which would increase our operating expenses. As a result, we may be required to develop alternative non-infringing technology, which could require significant effort and expense. If we cannot license or develop technology for any infringing aspect of our business, we would be forced to limit or stop sales of our software and may be unable to compete effectively. Any of these results would adversely affect our business, results of operations, financial condition and cash flows.
Our use of open source software could negatively affect our ability to sell our software and subject us to possible litigation.
We use open source software in our software and expect to continue to use open source software in the future. We may face claims from others claiming ownership of, or seeking to enforce the license terms applicable to such open source software, including by demanding release of the open source software, derivative works or our proprietary source code that was developed using such software. These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations. In addition, if the license terms for the open source code change, we may be forced to re-engineer our software or incur additional costs. Finally, we cannot assure you that we have not incorporated open source software into our software in a manner that may subject our proprietary software to an open source license that requires disclosure, to customers or the public, of the source code to such proprietary software. Any such disclosure would have a negative effect on our business and the value of our software.
We may be subject to litigation for a variety of claims, which could adversely affect our results of operations, harm our reputation or otherwise negatively impact our business.
In addition to intellectual property litigation, we may be subject to other claims arising from our normal business activities. These may include claims, lawsuits and proceedings involving labor and employment, wage and hour, commercial, alleged securities laws violations or other investor claims and other matters. The outcome of any litigation, regardless of its merits, is inherently uncertain. Any claims and lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention and resources and lead to attempts on the part of other parties to pursue similar claims. Any adverse determination related to litigation could require us to change our technology or our business practices, pay monetary damages or enter into royalty or licensing arrangements, which could adversely affect our results of operations and cash flows, harm our reputation or otherwise negatively impact our business.
Our success depends in part on maintaining and increasing our sales to customers in the public sector.
We derive a portion of our revenues from contracts with federal, state, local and foreign governments and agencies, and we believe that the success and growth of our business will continue to depend on our successful procurement of government contracts. Selling to government entities can be highly competitive, expensive and time consuming, often requiring significant upfront time and expense without any assurance that our efforts will produce any sales. Factors that could impede our ability to maintain or increase the amount of revenues derived from government contracts include:

•	changes in fiscal or contracting policies;	
		
•	decreases in available government funding;	
		
•	changes in government programs or applicable requirements;	
		
•	the adoption of new laws or regulations or changes to existing laws or regulations;	
		
•	potential delays or changes in the government appropriations or other funding authorization processes;	
		
•	governments and governmental agencies requiring contractual terms that are unfavorable to us, such as most-favored-nation pricing provisions; and	
		
•	delays in the payment of our invoices by government payment offices.	
The occurrence of any of the foregoing could cause governments and governmental agencies to delay or refrain from purchasing our software in the future or otherwise have an adverse effect on our business, results of operations, financial condition and cash flows.

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Further, to increase our sales to customers in the public sector, we must comply with laws and regulations relating to the formation, administration, performance and pricing of contracts with the public sector, including U.S. federal, state and local governmental bodies, which affect how we and our channel partners do business in connection with governmental agencies. These laws and regulations may impose added costs on our business, and failure to comply with these laws and regulations or other applicable requirements, including non-compliance in the past, could lead to claims for damages from our channel partners or government customers, penalties, termination of contracts, loss of intellectual property rights and temporary suspension or permanent debarment from government contracting. Any such damages, penalties, disruptions or limitations in our ability to do business with the public sector could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Additional acquisitions could disrupt our business and adversely affect our results of operations, financial condition and cash flows.
We may make additional acquisitions that could be material to our business, results of operations, financial condition and cash flows. Our ability as an organization to successfully acquire and integrate technologies or businesses is unproven. Acquisitions involve many risks, including the following:

•	an acquisition may negatively affect our results of operations, financial condition or cash flows because it may require us to incur charges or assume substantial debt or other liabilities, may cause adverse tax consequences or unfavorable accounting treatment, including potential write- downs of deferred revenues, may expose us to claims and disputes by third parties, including intellectual property claims and disputes, or may not generate sufficient financial return to offset additional costs and expenses related to the acquisition;	
		
•	we may encounter difficulties or unforeseen expenditures in integrating the business, technologies, products, personnel or operations of any company that we acquire, particularly if key personnel of the acquired company decide not to work for us;	
		
•	an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management;	
		
•	an acquisition may result in a delay or reduction of customer purchases for both us and the company we acquired due to customer uncertainty about continuity and effectiveness of service from either company;	
		
•	we may encounter difficulties in, or may be unable to, successfully sell any acquired products;	
		
•	an acquisition may involve the entry into geographic or business markets in which we have little or no prior experience or where competitors have stronger market positions;	
		
•	challenges inherent in effectively managing an increased number of employees in diverse locations;	
		
•	the potential strain on our financial and managerial controls and reporting systems and procedures;	
		
•	potential known and unknown liabilities or deficiencies associated with an acquired company that were not identified in advance;	
		
•	our use of cash to pay for acquisitions would limit other potential uses for our cash and affect our liquidity;	
		
•	if we incur debt to fund such acquisitions, such debt may subject us to material restrictions on our ability to conduct our business as well as financial maintenance covenants;	
		
•	the risk of impairment charges related to potential write-downs of acquired assets or goodwill in future acquisitions;	
		
•	to the extent that we issue a significant amount of equity or convertible debt securities in connection with future acquisitions, existing stockholders may be diluted and earnings per share may decrease; and	
		
•	managing the varying intellectual property protection strategies and other activities of an acquired company.	
We may not succeed in addressing these or other risks or any other problems encountered in connection with the integration of any acquired business. The inability to integrate successfully the business, technologies, products, personnel or operations of any acquired business, or any significant delay in achieving integration, could have a material adverse effect on our business, results of operations, financial condition and cash flows.

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We may require additional capital to fund our business and support our growth, and our inability to generate and obtain such capital on acceptable terms, or at all, could harm our business, operating results, financial condition and prospects.
We intend to continue to make substantial investments to fund our business and support our growth. In addition, we may require additional funds to respond to business challenges, including the need to develop new features or enhance our software, improve our operating infrastructure or acquire or develop complementary businesses and technologies. As a result, we may need to engage in equity or debt financings to provide the funds required for these and other business endeavors. If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock. Any debt financing that we may secure in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential acquisitions. We may not be able to obtain such additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly impaired, and our business may be adversely affected. In addition, our inability to generate or obtain the financial resources needed may require us to delay, scale back, or eliminate some or all of our operations, which may have a material adverse effect on our business, operating results, financial condition and prospects.
Governmental export or import controls could limit our ability to compete in foreign markets and subject us to liability if we violate them.
Our products are subject to U.S. export controls, and we incorporate encryption technology into certain of our products. These products and the underlying technology may be exported only with the required export authorizations, including by license, a license exception or other appropriate government authorizations. U.S. export controls may require submission of an encryption registration, product classification and annual or semi-annual reports. Governmental regulation of encryption technology and regulation of imports or exports of encryption products, or our failure to obtain required import or export authorization for our products, when applicable, could harm our international sales and adversely affect our revenues. Compliance with applicable regulatory requirements regarding the export of our products, including with respect to new releases of our software, may create delays in the introduction of our product releases in international markets, prevent our customers with international operations from deploying our products or, in some cases, prevent the export of our products to some countries altogether. Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products and services to countries, governments and persons targeted by U.S. sanctions. If we fail to comply with export and import regulations and such economic sanctions, we may be fined or other penalties could be imposed, including a denial of certain export privileges. Moreover, any new export or import restrictions, new legislation or shifting approaches in the enforcement or scope of existing regulations, or in the countries, persons or technologies targeted by such regulations, could result in decreased use of our products by, or in our decreased ability to export or sell our products to, existing or potential customers with international operations. Any decreased use of our products or limitation on our ability to export or sell our products would likely adversely affect our business, financial condition and results of operations.
We may have additional tax liabilities, which could harm our business, operating results, financial condition and prospects.
Significant judgments and estimates are required in determining the provision for income taxes and other tax liabilities. Our tax expense may be impacted if our intercompany transactions, which are required to be computed on an arm's-length basis, are challenged and successfully disputed by the taxing authorities. Also, our tax expense could be impacted depending on the applicability of withholding taxes and other indirect taxes on software licenses and related intercompany transactions in certain jurisdictions. In determining the adequacy of income taxes, we assess the likelihood of adverse outcomes that could result if our tax positions were challenged by the Internal Revenue Service ("IRS") and other taxing authorities. The taxing authorities in the United States and other countries where we do business regularly examine our income and other tax returns. The ultimate outcome of any tax examination cannot be predicted with certainty. Should the IRS or other taxing authorities assess additional taxes as a result of an examination, we may be required to record charges to our operations.

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The enactment of legislation implementing changes in the U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.
Any changes to or the reform of current U.S. tax laws that may be enacted in the future could impact the tax treatment of our foreign earnings. We currently have no accumulated foreign earnings; however, this could change on a go forward basis because of the early stage of our international operations. In addition, due to the expansion of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and adversely affect our financial position and results of operations.
Our international operations subject us to potentially adverse tax consequences.
We generally conduct our international operations through wholly-owned subsidiaries, branches and representative offices and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. Our corporate structure is aligned with our international operations, with many of our international subsidiaries held by our wholly-owned subsidiary in Ireland, which provides order processing and technical and administrative support to all of our international operations, except for those in Canada and Japan. Such corporate structures are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. The relevant taxing authorities may disagree with our determinations as to the income and expenses attributable to specific jurisdictions. If such a disagreement were to occur, and our positions were not sustained, we could be required to pay additional taxes, interest and penalties, resulting in higher effective tax rates, reduced cash flows and lower overall profitability of our operations. Additionally, our future worldwide tax rate and financial position may be affected by changes in the relevant tax laws, interpretation of such tax laws or the influence of tax policy .
Natural or man-made disasters and other similar events may significantly disrupt our business, and negatively impact our results of operations and financial condition.
Any of our facilities may be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, tornadoes, hurricanes, wildfires, floods, nuclear disasters, acts of terrorism or other criminal activities, infectious disease outbreaks and power outages, which may render it difficult or impossible for us to operate our business for some period of time. For example, we host our Tableau Online and Tableau Public products from a data center located in the San Francisco Bay Area, a region known for seismic activity. Our facilities would likely be costly to repair or replace, and any such efforts would likely require substantial time. Any disruptions in our operations could negatively impact our business and results of operations and harm our reputation. In addition, we may not carry sufficient business insurance to compensate for losses that may occur. Any such losses or damages could have a material adverse effect on our business, results of operations and financial condition. In addition, the facilities of significant customers or major strategic partners may be harmed or rendered inoperable by such natural or man-made disasters, which may cause disruptions, difficulties or material adverse effects on our business.
Changes in financial accounting standards may cause adverse and unexpected revenue fluctuations and impact our reported results of operations.
We prepare our financial statements in conformity with accounting principles generally accepted in the United States. These accounting principles are subject to interpretation or changes by the Financial Accounting Standards Board ("FASB") and the SEC. New accounting pronouncements and varying interpretations of accounting standards and practices have occurred in the past and are expected to occur in the future. A change in accounting standards or practices could harm our operating results and may even affect our reporting of transactions completed before the change is effective. Examples of new accounting pronouncements include Accounting Standards Update ("ASU") 2014-09 related to revenue recognition and ASU 2016-02 related to lease accounting. Changes to existing rules or the questioning of current practices may harm our operating results or the way we conduct our business.
Risks Related to Ownership of Our Class A Common Stock
Our stock price has been and will likely continue to be volatile or may decline regardless of our operating performance, resulting in the potential for substantial losses for our stockholders.
The trading price for shares of our Class A common stock has been, and is likely to continue to be, volatile for the foreseeable future. For example, since shares of our Class A common stock were sold in our initial public offering in May 2013 at a price of $31.00 per share, our Class A common stock's daily closing price on the

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New York Stock Exchange has ranged from $37.22 to $128.74 through February 21, 2017 . On February 21, 2017 , the closing price of our Class A common stock was $55.12.
The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including the factors listed below and other factors described in this "Risk Factors" section:

•	actual or anticipated fluctuations in our results of operations;	
		
•	the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;	
		
•	failure of securities analysts to initiate or maintain coverage of our company, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors on a quarterly basis;	
		
•	ratings changes by any securities analysts who follow our company;	
		
•	announcements by us or our competitors of significant technical innovations, acquisitions, strategic partnerships, joint ventures or capital commitments;	
		
•	changes in operating performance and stock market valuations of other technology companies generally, or those in our industry in particular;	
		
•	price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;	
		
•	changes in our board of directors or management;	
		
•	sales of large blocks of our common stock, including sales by our executive officers, directors and significant stockholders;	
		
•	lawsuits threatened or filed against us;	
		
•	short sales, hedging and other derivative transactions involving our capital stock;	
		
•	general economic conditions in the United States and abroad; and	
		
•	other events or factors, including those resulting from war, incidents of terrorism or responses to these events.	
In addition, stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many technology companies. Stock prices of many technology companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect our business, results of operations, financial condition and cash flows.
Substantial future sales of shares of our Class A common stock could cause the market price of our Class A common stock to decline.
Sales of a substantial number of shares of our Class A common stock into the public market, or the perception that these sales might occur, could depress the market price of our Class A common stock and could impair our ability to raise capital through the sale of additional equity securities. We are unable to predict the effect that such sales may have on the prevailing market price of our common stock.
In addition, as of December 31, 2016 , we had options outstanding that, if fully exercised, would result in the issuance of approximately 4.5 million shares of Class A and Class B common stock. Our Class B common stock converts into Class A common stock on a one-for-one basis. All of the shares of Class A common stock issuable upon the exercise of options (or upon conversion of shares of Class B common stock issued upon the exercise of options) have been registered for public resale under the Securities Act of 1933, as amended (the "Securities Act"). Accordingly, these shares will be able to be freely sold in the public market upon issuance as permitted by any applicable vesting requirements.
As of December 31, 2016 , holders of approximately 0.9 million shares of Class A and Class B common stock have rights, subject to some conditions, to require us to file registration statements for the public resale of such shares (in the case of Class B common stock, the Class A common stock issuable upon conversion of such shares) or to include such shares in registration statements that we may file for Tableau or other stockholders.

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Future sales and issuances of our capital stock or rights to purchase capital stock could result in dilution of the percentage ownership of our stockholders and could cause our stock price to decline.
We may issue additional securities in the future. Future sales and issuances of our capital stock or rights to purchase our capital stock could result in substantial dilution to our existing stockholders. We may sell Class A common stock, convertible securities and other equity securities in one or more transactions at prices and in a manner as we may determine from time to time. If we sell any such securities in subsequent transactions, investors may be materially diluted. New investors in such subsequent transactions could gain rights, preferences and privileges senior to those of holders of our Class A common stock.
If securities or industry analysts do not publish research or reports about our business, or publish negative reports about our business, our share price and trading volume could decline.
The trading market for our Class A common stock depends in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. We do not have any control over these analysts or their expectations regarding our performance on a quarterly or annual basis. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If we fail to meet one or more of these analysts' published expectations regarding our performance on a quarterly basis, our share price or trading volume could decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
The dual class structure of our common stock and the existing ownership of capital stock by our executive officers, directors and their affiliates have the effect of concentrating voting control with our executive officers, directors and their affiliates for the foreseeable future, which will limit the ability of our other investors to influence corporate matters.
Our Class B common stock has ten votes per share and our Class A common stock has one vote per share. As of December 31, 2016 , the holders of shares of Class B common stock collectively beneficially owned shares representing approximately 76% of the voting power of our outstanding capital stock. Our executive officers and directors and their affiliates, collectively beneficially owned shares representing a substantial majority of the voting power of our outstanding capital stock as of that date. Consequently, the holders of Class B common stock, including our executive officers and directors and their affiliates, collectively control all matters submitted to our stockholders for approval. This concentrated control limits the ability of our other investors to influence corporate matters for the foreseeable future. For example, these stockholders control elections of directors, amendments of our certificate of incorporation or bylaws, increases to the number of shares available for issuance under our equity incentive plans or adoption of new equity incentive plans, and approval of any merger or sale of assets for the foreseeable future. This control may adversely affect the market price of our Class A common stock.
Future transfers by holders of Class B common stock will generally result in those shares converting to Class A common stock, which will have the effect, over time, of increasing the relative voting power of those holders of Class B common stock who retain their shares in the long-term, which may include our executive officers and directors and their affiliates.
The requirements of being a public company may strain our resources, divert management's attention and affect our ability to attract and retain additional executive management and qualified board members.
As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Act, the listing requirements of the New York Stock Exchange and other applicable securities rules and regulations. Compliance with these rules and regulations has increased our legal and financial compliance costs and will make some activities more difficult, time-consuming or costly and increase demand on our systems and resources. The Exchange Act requires, among other things, that we file annual, quarterly and current reports with respect to our business and results of operations. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. As a result, management's attention may be diverted from other business concerns, which could adversely affect our business and results of operations. Although we have already hired additional employees to comply with these requirements, we may need to hire more employees in the future or engage outside consultants, which will increase our costs and expenses.

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In addition, changing laws, regulations and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs and making some activities more time consuming. These laws, regulations and standards are subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management's time and attention from revenue-generating activities to compliance activities. If our efforts to comply with new laws, regulations and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against us and our business may be adversely affected.
Being a public company and these new rules and regulations have made it more expensive for us to obtain director and officer liability insurance, and in the future we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors, particularly to serve on our audit committee and compensation committee and qualified executive officers.
As a result of disclosure of information in our filings with the SEC our business and financial condition have become more visible, which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business and results of operations could be adversely affected, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resources necessary to resolve them, could divert the resources of our management and adversely affect our business and results of operations.
We do not intend to pay dividends for the foreseeable future.
We have never declared or paid any cash dividends on our Class A or Class B common stock and do not intend to pay any cash dividends in the foreseeable future. We anticipate that we will retain all of our future earnings for use in the development of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors. Accordingly, investors must rely on sales of their Class A common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.
Our recently announced share repurchase program may not achieve its objective to enhance long-term stockholder value and could increase the volatility of our stock price.
On November 1, 2016, we announced that our board of directors approved a stock repurchase program, under which we may repurchase up to $200 million of our outstanding Class A common stock. As of December 31, 2016 , we had repurchased and retired 446,517 shares of our Class A common stock for a total of $20.0 million . We cannot guarantee that our repurchase program will enhance long-term stockholder value. For example, the market price of our common stock may decline below the levels at which we repurchase our stock, and short-term stock price fluctuations could reduce the program's effectiveness. Our repurchases of common stock could also affect the market price of our common stock or increase its volatility. For example, the existence of a share repurchase program could cause our stock price to be higher than it would be in the absence of such a program and could potentially reduce the market liquidity for our stock. Additionally, the program does not obligate us to repurchase any dollar amount or number of shares of common stock and may be modified, suspended or discontinued at any time, and any of which could cause the market price of our stock to decline.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
Provisions in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and bylaws include provisions that:

•	establish a classified board of directors so that not all members of our board of directors are elected at one time;	
		
•	permit the board of directors to establish the number of directors and fill any vacancies and newly-created directorships;	

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•	provide that directors may only be removed for cause;	
		
•	require super-majority voting to amend some provisions in our certificate of incorporation and bylaws;	
		
•	authorize the issuance of "blank check" preferred stock that our board of directors could use to implement a stockholder rights plan;	
		
•	eliminate the ability of our stockholders to call special meetings of stockholders;	
		
•	prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;	
		
•	provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and	
		
•	establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.	
These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any holder of at least 15% of our capital stock for a period of three years following the date on which the stockholder became a 15% stockholder.

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ITEM 1B.     UNRESOLVED STAFF COMMENTS
None.
ITEM 2.     PROPERTIES
Our principal executive offices are located in Seattle, Washington. We also lease additional space in Kirkland, Washington; Palo Alto, California; Austin, Texas; Washington, D.C.; New York City, New York; Vancouver, Canada; London, United Kingdom; Beijing, China; Shanghai, China; Singapore; Tokyo, Japan; Sydney, Australia; Dublin, Ireland; Paris, France; Frankfurt, Germany; and Munich, Germany. We believe that our properties are generally suitable to meet our needs for the foreseeable future. In addition, to the extent we require additional space in the future, we believe that it would be readily available on commercially reasonable terms.
ITEM 3.     LEGAL PROCEEDINGS
In the ordinary course of business, we may be involved in various legal proceedings and claims related to intellectual property rights, commercial disputes, employment and wage and hour laws, alleged securities laws violations or other investor claims and other matters. For example, we have been, and may in the future be, put on notice and sued by third parties for alleged infringement of their proprietary rights, including patent infringement. We evaluate these claims and lawsuits with respect to their potential merits, our potential defenses and counter claims, and the expected effect on us of defending the claims and potential adverse result. We are not presently a party to any legal proceedings that in the opinion of our management, if determined adversely to us, would have a material adverse effect on our business, financial condition or operating results.
The outcome of any litigation, regardless of its merits, is inherently uncertain. Any claims and lawsuits, and the disposition of such claims and lawsuits, could be time-consuming and expensive to resolve, divert management attention from executing our business plan, lead to attempts on the part of other parties to make similar claims and require us to change our technology, change our business practices and pay monetary damages or enter into royalty or licensing agreements, which could materially adversely affect our financial condition or operating results.
We make a provision for a liability relating to a claim when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. When we make such provisions, they are reviewed at least quarterly and adjusted to reflect the impact of negotiations, settlements, rulings, advice of legal counsel and other information and events pertaining to a particular matter. In management's opinion, resolution of currently outstanding matters is not expected to have a material adverse impact on our consolidated results of operations, cash flows or financial position. However, depending on the nature and timing of any such dispute, an unfavorable resolution of the matter could materially affect our future results of operations or cash flows, or both, of a particular quarter.
ITEM 4.     MINE SAFETY DISCLOSURE
Not applicable.

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PART II
ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDERS MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information for Common Stock
Our Class A common stock is listed on the New York Stock Exchange under the symbol "DATA."
The following table sets forth for the indicated periods the high and low sales prices of our Class A common stock as reported by the New York Stock Exchange.

								
 	2015	
 	High	 	Low	
First Quarter	$	101.30		 	$	76.01		
Second Quarter	123.98		 	89.50		
Third Quarter	131.34		 	76.01		
Fourth Quarter	104.92		 	78.28		
 	2016	
 	High	 	Low	
First Quarter	$	94.72		 	$	36.60		
Second Quarter	56.29		 	43.83		
Third Quarter	62.53		 	47.77		
Fourth Quarter	56.23		 	41.41		
Our Class B common stock is not listed or traded on any stock exchange.
Issuer Purchases of Equity Securities
The following table sets forth for the indicated period, share repurchases of our Class A common stock.

											
 	Total Number of Shares Purchased (1)	Average Price Paid per Share	Total Number of Shares Purchased as part of Publicly Announced 
Program	Dollar Value of Shares that May Yet Be Purchased Under the Program
(in thousands)	
October 1, 2016 - October 31, 2016	—		$	—		—		$	—		
November 1, 2016 - November 30, 2016	—		$	—		—		$	200,000		
December 1, 2016 - December 31, 2016	446,517		$	44.81		446,517		$	179,991		
(1) All repurchases were made as part of our publicly announced share repurchase program. On November 1, 2016, we announced that our board of directors approved a stock repurchase program, under which we may repurchase up to $200 million of our outstanding Class A common stock. The repurchase program has no expiration date and may be modified, suspended or discontinued at any time. For further information regarding our stock repurchase program, see Note 6 to the accompanying notes to the consolidated financial statements of this Annual Report on Form 10-K.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings for use in the operation of our business and do not intend to declare or pay any cash dividends in the foreseeable future. Any further determination to pay dividends on our capital stock will be at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors considers relevant.

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Stockholders
As of January 31, 2017 , there were nine stockholders of record of our Class A common stock, including The Depository Trust Company, which holds shares of our common stock on behalf of an indeterminate number of beneficial owners, as well as 15 stockholders of record of our Class B common stock.
Stock Performance Graph
The following shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or incorporated by reference into any of our other filings under the Exchange Act or the Securities Act except to the extent we specifically incorporate it by reference into such filing.
This chart compares the cumulative total return on our common stock with that of the NASDAQ Composite Index and the NASDAQ Computer and Data Processing Services Index. The chart assumes $100 was invested at the close of market on May 17, 2013, in our Class A common stock, the NASDAQ Composite Index and the NASDAQ Computer and Data Processing Services Index, and assumes the reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance.
The closing price of our Class A common stock on December 30, 2016 , the last business day of our 2016 fiscal year, was $42.15 per share.

	
																									
Company/Index	Base Period 5/17/13	8/31/13	12/31/13	4/30/14	8/31/14	12/31/14	4/30/15	8/31/15	12/31/15	4/30/16	8/31/16	12/31/16	
Tableau Software, Inc.	100.00		142.48		135.82		108.91		129.04		167.01		192.79		185.56		185.66		101.87		114.34		83.05		
NASDAQ Composite	100.00		108.59		127.50		126.01		140.18		145.40		151.90		147.06		154.36		147.89		161.65		166.85		
NASDAQ Computer and Data Processing Services	100.00		109.21		132.47		130.62		147.51		152.19		157.40		154.51		179.48		175.52		194.62		194.99		

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Use of Proceeds from Public Offerings of Common Stock
On May 16, 2013, our registration statement on Form S-1 (File No. 333-188660) was declared effective by the SEC for our initial public offering, and the offering closed on May 22, 2013. The aggregate offering price for shares sold in the offering was approximately $292.3 million. We did not receive any proceeds from the sale of shares by the selling stockholders. We raised approximately $177.0 million in net proceeds from the offering, after deducting underwriter discounts and commissions of approximately $20.5 million and other offering expenses of approximately $2.6 million.
As of December 31, 2016, we have applied all of the offering proceeds in accordance with the planned use of proceeds from our offering as described in our final prospectus filed with the SEC pursuant to Rule 424(b) under the Securities Act on May 20, 2013.
ITEM 6.     SELECTED CONSOLIDATED FINANCIAL DATA
The following selected consolidated historical financial data are derived from our audited financial statements. The consolidated balance sheet data as of December 31, 2016 and 2015 and the consolidated statement of operations data for the years ended December 31, 2016 , 2015 and 2014 are derived from our audited consolidated financial statements and related notes that are included elsewhere in this Form 10-K. The consolidated balance sheet data as of December 31, 2014 , 2013 and 2012 and the consolidated statement of operations for the years ended December 31, 2013 and 2012 are derived from our audited consolidated financial statements and related notes which are not included in this report. The information set forth below should be read in conjunction with our historical financial statements, including the notes thereto, and "Management's Discussion and Analysis of Financial Condition and Results of Operations," included elsewhere in this report.

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 	Year Ended December 31,	
 	2016	 	2015	 	2014	 	2013	 	2012	
 	(in thousands, except per share data)	
Consolidated Statements of Operations Data:	 	 	 	 	 	 	 	 	 	
Revenues	 	 	 	 	 	 	 	 	 	
License	$	481,659		 	$	423,766		 	$	279,944		 	$	159,930		 	$	89,883		
Maintenance and services	345,284		 	229,821		 	132,672		 	72,510		 	37,850		
Total revenues	826,943		 	653,587		 	412,616		 	232,440		 	127,733		
Cost of revenues	 	 	 	 	 	 	 	 	 	
License	7,003		 	3,852		 	1,211		 	740		 	305		
Maintenance and services	92,087		 	69,833		 	35,774		 	17,784		 	10,057		
Total cost of revenues (1)	99,090		 	73,685		 	36,985		 	18,524		 	10,362		
Gross profit	727,853		 	579,902		 	375,631		 	213,916		 	117,371		
Operating expenses	 	 	 	 	 	 	 	 	 	
Sales and marketing (1)	476,506		 	356,723		 	216,672		 	123,573		 	62,333		
Research and development (1)	302,759		 	204,131		 	110,923		 	60,769		 	33,065		
General and administrative (1)	88,149		 	71,078		 	41,712		 	25,905		 	17,715		
Total operating expenses	867,414		 	631,932		 	369,307		 	210,247		 	113,113		
Operating income (loss)	(139,561	)	 	(52,030	)	 	6,324		 	3,669		 	4,258		
Other income (expense), net	2,134		 	1,223		 	858		 	(804	)	 	(54	)	
Income (loss) before income tax expense (benefit)	(137,427	)	 	(50,807	)	 	7,182		 	2,865		 	4,204		
Income tax expense (benefit)	7,022		 	32,893		 	1,309		 	(4,211	)	 	2,777		
Net income (loss)	$	(144,449	)	 	$	(83,700	)	 	$	5,873		 	$	7,076		 	$	1,427		
 	 	 	 	 	 	 	 	 	 	
Net income (loss) per share:	 	 	 	 	 	 	 	 	 	
Basic	$	(1.92	)	 	$	(1.17	)	 	$	0.09		 	$	0.14		 	$	0.00		
Diluted	$	(1.92	)	 	$	(1.17	)	 	$	0.08		 	$	0.12		 	$	0.00		
Weighted average shares used to compute net income (loss) per share:	 	 	 	 	 	 	 	 	 	
Basic	75,162		 	71,701		 	67,591		 	50,564		 	33,744		
Diluted	75,162		 	71,701		 	74,319		 	59,092		 	39,652		
(1) Includes stock-based compensation expense as follows:

																				
 	Year Ended December 31,	
 	2016	 	2015	 	2014	 	2013	 	2012	
 	(in thousands)	
Cost of revenues	$	10,595		 	$	7,031		 	$	2,227		 	$	473		 	$	107		
Sales and marketing	68,411		 	45,205		 	18,203		 	5,429		 	1,394		
Research and development	91,044		 	55,269		 	20,794		 	5,832		 	2,115		
General and administrative	15,662		 	11,963		 	5,794		 	2,723		 	1,180		

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 	As of December 31,	
	2016	 	2015	 	2014	 	2013	 	2012	
 	(in thousands)	
Consolidated Balance Sheet Data:	 	 	 	 	 	 	 	 	 	
Cash and cash equivalents	$	908,717		 	$	795,900		 	$	680,613		 	$	252,674		 	$	39,302		
Property and equipment, net	106,637		 	72,350		 	45,627		 	21,338		 	10,346		
Working capital	722,903		 	672,138		 	629,987		 	227,892		 	24,231		
Total assets	1,287,199		 	1,030,711		 	865,662		 	354,927		 	86,992		
Deferred revenue, including long-term portion	312,473		 	198,511		 	129,810		 	69,554		 	34,407		
Total liabilities	495,351		 	296,766		 	193,656		 	110,267		 	57,018		
Total stockholders' equity	791,848		 	733,945		 	672,006		 	244,660		 	9,943		

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ITEM 7.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report. This discussion contains forward-looking statements that reflect our plans, estimates and beliefs, and involve risks and uncertainties. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those discussed in the section titled "Risk Factors" included under Part I, Item 1A and elsewhere in this Annual Report. See "Special Note Regarding Forward-Looking Statements" in this Annual Report.
Overview
Our mission is to help people see and understand data. Our software products put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems and create value. Based on innovative core technologies originally developed at Stanford University, our products dramatically reduce the complexity, inflexibility and expense associated with traditional business intelligence applications. We currently offer five key products: Tableau Desktop, a self-service, powerful analytics product for anyone with data; Tableau Server, a business intelligence platform for organizations; Tableau Online, a hosted SaaS version of Tableau Server; Tableau Public, a free cloud-based platform for analyzing and sharing public data; and Vizable, a free application used to easily analyze data on a tablet.
We have sought to rapidly improve the capabilities of our products over time and intend to continue to invest in product innovation and leadership. We were founded in January 2003 and we introduced Tableau Desktop in December 2003, our first version of Tableau Server in March 2007, our first version of Tableau Public in February 2010, our first version of Tableau Online in July 2013 and our first version of Vizable in October 2015. Building on our foundational technology innovations, we have released ten major versions of our software, each expanding and improving our products' capabilities. Our most recent major release, Tableau 10, delivers new design and analytical innovations that make interacting with data on the web, on mobile or in the enterprise faster and easier. Additional capabilities include cross-database joins to bring together disparate data sources, advanced analytics improvements like drag and drop clustering, a device designer for mobile responsive dashboards design and support for additional data sources.
Our products are used by people of diverse skill levels across all kinds of organizations, including Fortune 500 corporations, small and medium-sized businesses, government agencies, universities, research institutions, and non-profits. As of December 31, 2016 , we had over 54,000 customer accounts. We define a customer account as a single purchaser of our products. Customer accounts are typically organizations. In some cases, organizations will have multiple groups purchasing our software, which we count as discrete customer accounts.
Our distribution strategy is based on a "land and expand" business model and is designed to capitalize on the ease of use, low up-front cost and collaborative capabilities of our software. To facilitate rapid adoption of our products, we provide fully-functional free trial versions of our products on our website and have created a simple pricing model. After an initial trial or purchase, which is often made to target a specific business need at a grassroots level within an organization, the use of our products often spreads across departments, divisions, and geographies, via word-of-mouth, discovery of new use cases, and our sales efforts.
We generate revenues primarily in the form of software license fees and related maintenance and services fees. License revenues consist of the revenues recognized from sales of licenses to new customers and additional licenses to existing customers. Software license fees include fees from the sales of perpetual, term and subscription licenses. Fees from perpetual licenses comprised over 85% of our license revenues for the year ended December 31, 2016 . Fees from term and subscription licenses have increased as a percentage of total revenues in recent periods and include license revenues from Tableau Online, enterprise license agreements, term license sales and OEM arrangements which are all recognized on a ratable basis. We expect revenues from term and subscription licenses to continue to become a larger percentage of our total revenues as demand from our customer base shifts to cloud-based and subscription products and as our customers enter into additional enterprise license agreements. Due to the differences in revenue recognition principles, applied to perpetual versus term or subscription license sales, shifts in the mix of term and subscription licenses could produce significant variation in the revenue we recognize in a given period. Maintenance and services revenues reflect the revenues recognized from fees paid for maintenance services (including support and unspecified upgrades and enhancements when and if they are available) and, to a lesser extent, for training and professional services that

46

help our customers maximize the benefits from using our products. A substantial majority of our maintenance and services revenues to date have been attributable to revenues from maintenance agreements, which are recognized ratably. When purchasing a perpetual license, a customer typically also purchases one year of maintenance service and has the opportunity to renew maintenance service annually thereafter. We expect that maintenance and services revenues will continue to become a larger percentage of our total revenues as our customer base grows. In combination with the shifts in term and subscription license sales, we expect that a larger proportion of our total revenues in the future will be recognized from ratable sources, resulting in revenues that are more recurring and predictable.
Our direct sales approach includes inside sales teams and field sales teams. We also sell our products through indirect sales channels including technology vendors, resellers, OEMs and ISV partners. We view these partners as an extension of our team, playing an integral role in our growth. We plan to continue to invest in our partner programs to help us enter and grow in new markets while complementing our direct sales efforts.
With approximately 29% of our total revenues from customers located outside the United States and Canada in the year ended December 31, 2016 , we believe there is significant opportunity to expand our international business. Our products currently support eight languages and we are expanding our direct sales force and indirect sales channels outside the United States.
Our quarterly results reflect seasonality in the sale of our products and services. Historically, we believe a pattern of increased license sales in the fourth quarter as a result of industry buying patterns has positively impacted total revenues in that period, which has resulted in low or negative sequential revenue growth in the first quarter compared to the prior quarter.
We continue to expand our customer base. As of December 31, 2016 , we had over 54,000 customer accounts compared to over 39,000 customer accounts as of December 31, 2015 and over 26,000 customer accounts as of December 31, 2014 . During the years ended December 31, 2016 , 2015 and 2014 , we closed 1,549 , 1,192 , and 781 sales transactions greater than $100,000, respectively. We anticipate that the quantity of sales transactions greater than $100,000 will continue to fluctuate on a quarter by quarter basis.
On November 1, 2016, we announced that our board of directors approved a stock repurchase program, under which we may repurchase up to $200 million of our outstanding Class A common stock. The repurchase program has no expiration date and may be modified, suspended or discontinued at any time. Repurchases under the program are made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, as determined by management at its discretion and subject to market conditions, applicable legal requirements and other relevant factors. During the fourth quarter of 2016, we repurchased 446,517 shares of our outstanding Class A common stock, at an average price of $44.81 per share for $20.0 million . All repurchases were made in open market transactions using cash on hand and all of the shares repurchased were retired. As of December 31, 2016 we were authorized to repurchase a remaining $180.0 million of our Class A common stock under our repurchase program. We expect to fund the stock repurchase program with cash on hand and future cash from operations.
Factors Affecting Our Performance
We believe that our performance and future success are dependent upon a number of factors, including our ability to continue to expand and further penetrate our customer base, including shifts in the number of term based and subscription license sales; innovate and enhance our products; and invest in our infrastructure. While each of these areas presents significant opportunities for us, they also pose significant risks and challenges that we must successfully address. See the section of this report titled "1A. Risk Factors."
Investment in Expansion and Further Penetration of Our Customer Base
Our performance depends on our ability to continue to attract new customers and to increase adoption of our products within our existing customer base, both domestically and internationally. Our ability to increase adoption among existing customers is particularly important to our land and expand business model. We operate in a rapidly growing analytics and business intelligence software market. We believe that Tableau is well positioned in the market to expand our customer base and to increase adoption of our products within and across our existing customers.
In order to expand and further penetrate our customer base, we have made and plan to continue to make investments in expanding our direct sales teams and indirect sales channels and increase our brand awareness.

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We plan to continue to increase the size of our sales and marketing team domestically and internationally. We also intend to continue to expand our online and offline marketing efforts to increase our brand awareness.
Investment in Innovation and Advancement of Our Products
Our performance is also dependent on the investments we make in our R&D efforts, and in our ability to continue to innovate, improve functionality, adapt to new technologies or changes to existing technologies, and allow our customers to analyze data from a large and expanding range of data stores. We intend to continue to invest in product innovation and leadership, including hiring top technical talent, focusing on core technology innovation, and maintaining an agile organization that supports rapid release cycles.
Investment in Infrastructure
We have made and expect to continue to make substantial investments in our infrastructure in connection with enhancing and expanding our operations domestically and internationally. We expect to continue to open new offices internationally and domestically. Our international expansion efforts have resulted and will result in increased costs and are subject to a variety of risks, including those associated with communication and integration problems resulting from geographic dispersion and language and cultural differences as well as those associated with compliance with laws of multiple countries. Moreover, the investments we have made and will make in our international organization may not result in our expected benefits. We expect to rely on our current cash on hand and cash generated from our operations to fund these investments. These costs could adversely affect our operating results.
Mix and Timing of Sales
Our land and expand business model results in a wide variety of sales transaction sizes, ranging from a single Tableau Online order of $500 to a Tableau Desktop order of $1,000-$2,000 to Tableau Desktop and Tableau Server orders of over $1.0 million. The time it takes to close a transaction, defined as the time between when a sales opportunity is entered in our customer relationship management system until when a related license agreement is signed with the customer, generally varies with the size of the transaction. Our enterprise license agreements generally have more extended sales cycles and take longer to close.
Components of Operating Results
Revenues
License revenues . License revenues consist of the revenues recognized from sales of licenses to new customers and additional licenses to existing customers. Over 85% of our license revenues for the year ended December 31, 2016 resulted from perpetual licenses, under which we generally recognize the license fee portion of the arrangement upfront, assuming all revenue recognition criteria are satisfied and we have vendor specific objective evidence ("VSOE") of all undelivered elements. Term and subscription licenses, which include Tableau Online, enterprise license agreements, term license sales and OEM arrangements, are recognized ratably, on a straight-line basis, over the term of the license. We expect revenues from term and subscription licenses to continue to become a larger percentage of our total revenues. Due to the differences in revenue recognition principles, applied to perpetual versus term or subscription license sales, shifts in the mix of term and subscription licenses could produce significant variation in the revenue we recognize in a given period.
Maintenance and services revenues. Maintenance and services revenues consist of revenues from maintenance agreements and, to a lesser extent, professional services and training. A substantial majority of our maintenance and services revenues to date have been attributable to revenues from maintenance agreements which are recognized ratably. When purchasing a perpetual license, a customer typically also purchases one year of maintenance services and has the opportunity to renew maintenance service annually thereafter. We currently charge approximately 25% of the price of the perpetual license for each year of maintenance service, although this price may vary with regard to large enterprise sales. We measure the aggregate perpetual license maintenance renewal rate for our customers over a 12-month period of time, based on a dollar renewal rate for contracts expiring during that time period. Our maintenance renewal rate is measured three months after the 12-month period ends to account for late renewals. Our aggregate maintenance renewal rate for the 12-month period ended September 30, 2016 was over 90% .
Customers with maintenance agreements are entitled to receive support and unspecified upgrades and enhancements if and when they become available during the maintenance term. We recognize the revenues associated with maintenance agreements ratably, on a straight-line basis, over the associated maintenance term.

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When a term or subscription license is purchased, maintenance service is bundled with the license for the term of the license period. In arrangements involving a term or subscription license, we recognize both the license and maintenance revenues ratably, on a straight-line basis, over the contract term. Term and subscription license revenues are included in license revenues.
We also have a professional services organization focused on both training and assisting our customers to fully leverage the use of our products. We recognize the revenues associated with these professional services on a time and materials basis as we deliver the services or provide the training.
We expect that maintenance and services revenues will continue to become a larger percentage of our total revenues as our customer base grows.
Cost of Revenues
Cost of license revenues. Cost of license revenues primarily consists of referral fees paid to third parties, expenses related to hosting our SaaS-based Tableau Online service, amortization of acquired intangible assets and other costs including providing support and allocated overhead. Allocated overhead includes overhead costs for depreciation of equipment, facilities (consisting of leasehold improvements amortization and rent) and technical operations (including costs for compensation of our personnel and costs associated with our infrastructure). We expect that the cost of license revenues will increase as a percentage of license revenues as sales of our term licenses and subscriptions to Tableau Online increase.
Cost of maintenance and services revenues . Cost of maintenance and services revenues includes salaries, benefits and stock-based compensation expense associated with our technical support and services organization, as well as allocated overhead, which includes facilities related costs. We recognize expenses related to our technical support and services organization as they are incurred.
Gross Profit and Gross Margin
Gross profit is total revenues less total cost of revenues. Total gross margin is gross profit expressed as a percentage of total revenues. We expect that our total gross margin will decrease as sales of our term licenses and subscriptions to Tableau Online increase.
Operating Expenses
Our operating expenses are classified into three categories: sales and marketing, research and development, and general and administrative. For each category, the largest component is personnel costs, which include salaries, payroll taxes, employee benefit costs, bonuses, commissions, as applicable, and stock-based compensation expense.
Sales and marketing . Sales and marketing expenses primarily consist of personnel-related costs attributable to our sales and marketing personnel, commissions earned by our sales personnel, marketing, travel and allocated overhead, which includes facilities related costs. We expect sales and marketing expenses to continue to increase, in absolute dollars, in 2017 compared to 2016 primarily due to growth in our sales and marketing organization, both domestically and internationally. We expect sales and marketing expenses to be our largest category of operating expenses as we continue to expand our business.
Research and development. R&D expenses primarily consist of personnel-related costs attributable to our R&D personnel and contractors, as well as allocated overhead, which includes facilities related costs. We have devoted our product development efforts primarily to incorporate additional features, improve functionality, support additional languages, develop new products and adapt to new technologies or changes to existing technologies. We expect that our R&D expenses will continue to increase, in absolute dollars, in 2017 compared to 2016 as we increase our R&D headcount to further enhance and develop our products.
General and administrative. General and administrative expenses primarily consist of personnel-related costs attributable to our executive, finance, legal, human resources and administrative personnel, allocated overhead, which includes facilities related costs, as well as outsourced legal, accounting and other professional services fees. We expect that general and administrative expenses will continue to increase, in absolute dollars, in 2017 compared to 2016 as we further expand our operations both domestically and internationally.
Other Income (Expense), Net
Other income (expense), net consists primarily of gains and losses on foreign currency transactions and interest income on our cash and cash equivalents balances.

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Income Tax Expense (Benefit)
Our income taxes are based on the amount of our taxable income and enacted federal, state and foreign tax rates, as adjusted for allowable credits, deductions and the valuation allowance against deferred tax assets, as applicable. Our provision for income taxes consists of federal, state and foreign taxes.
Critical Accounting Policies and Estimates     
We prepare our consolidated financial statements in accordance with generally accepted accounting principles in the United States ("GAAP"). The preparation of consolidated financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. To the extent that there are differences between our estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows could be affected.
Critical accounting policies and estimates are those that we consider the most important to the portrayal of our financial condition and results of operations because they require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of the matters that are inherently uncertain.
Revenue Recognition
We generate revenues primarily in the form of software license fees and related maintenance and services fees. Software license fees include fees from the sales of perpetual, term and subscription licenses. Maintenance and services fees primarily consist of fees for maintenance services (including support and unspecified upgrades and enhancements when and if they are available), training, and professional services that are not essential to the functionality of the software.
We recognize revenues when all of the following conditions are met:

•	there is persuasive evidence of an arrangement;	
		
•	the software or services have been delivered to the customer;	
		
•	the amount of fees to be paid by the customer is fixed or determinable; and	
		
•	the collection of the related fees is probable.	
We use click-through license agreements, signed agreements and purchase orders as evidence of an arrangement. We deliver all of our software electronically. Electronic delivery occurs when we provide the customer with access to the software and license key via a secure portal. We assess whether the fee is fixed or determinable at the outset of the arrangement. Our typical terms of payment are due 30 days from delivery. We assess collectability based on a number of factors such as collection history and creditworthiness of the customer. If we determine that collectability is not probable, revenue is deferred until collectability becomes probable, generally upon receipt of cash.
Substantially all of our software licenses are sold in multiple-element arrangements that include maintenance services and may include professional services and training.
VSOE of the fair value for software licenses is not available as our software licenses are never sold without maintenance; however, VSOE generally exists for all undelivered elements and any services that are not essential to the functionality of the delivered software. Therefore, we account for delivered software licenses under the residual method.
Maintenance agreements consist of fees for providing software updates on a when and if available basis and technical support for software products ("post-contract support" or "PCS") for an initial term, generally one year. We have established VSOE of the fair value for maintenance on perpetual licenses based on stated substantive renewal rates or the price when sold on a standalone basis. Stated renewal rates are considered to be substantive if they are at least 15% of the actual price charged for the software license. VSOE of the fair value for standalone maintenance contracts is considered to have been established when a substantial majority of individual sales transactions within the previous 12 months falls within a reasonably narrow range, which we have defined to be plus or minus 15% of the median sales price of actual standalone sales transactions.

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License arrangements may include professional services and training. In determining whether professional services and training revenues should be accounted for separately from license revenues, we evaluate:

•	whether such services are considered essential to the functionality of the software using factors such as the nature of the software products;	
		
•	whether they are ready for use by the customer upon receipt;	
		
•	the nature of the services, which typically do not involve significant customization to or development of the underlying software code;	
		
•	the availability of services from other vendors;	
		
•	whether the timing of payments for license revenues coincides with performance of services; and	
		
•	whether milestones or acceptance criteria exist that affect the realizability of the software license fee.	
To date, professional services have not been considered essential to the functionality of the software. The VSOE of the fair value of our professional services and training is based on the price for these same services when they are sold separately. Revenues related to professional services are billed on a time and materials basis and are recognized as the services are performed.     
Revenues related to training services are billed on a fixed fee basis and are recognized as the services are delivered. Payments received in advance of services performed are deferred and recognized when the related services are performed.
When software is licensed for a specified term or on a subscription basis, fees for maintenance and support are generally bundled with the license fee over the entire term of the contract. In these cases, we do not have VSOE of the fair value for maintenance and support. Revenues related to term and subscription license fees are recognized ratably over the contract term beginning on the date the customer has access to the software license key and continuing through the end of the contract term.
We do not offer refunds and therefore have not recorded any sales return allowance for any of the periods presented. Upon a periodic review of outstanding accounts receivable, amounts that are deemed to be uncollectable are written off against the allowance for doubtful accounts.
We account for taxes collected from customers and remitted to governmental authorities on a net basis and exclude them from revenues.
Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with authoritative guidance for income taxes. Deferred income tax assets are recognized for deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards if it is more likely than not that the tax benefits will be realized. We consider future taxable income, historical operating results, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. A valuation allowance is recorded to reduce our deferred income tax assets to the net amount that we believe is more likely than not to be realized. In the event we determine that we are able to realize our deferred income tax assets in excess of our net recorded amount, we would reduce the valuation allowance associated with the deferred income tax assets in the period the determination is made, which may result in a tax benefit in the statement of operations.
Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Our assumptions, judgments and estimates relative to the value of net deferred income taxes take into account predictions of the amount and category of future taxable income, such as income from operations or capital gains income. Actual operating results and the underlying amount and category of income in future years could render our current assumptions, judgments and estimates of recoverable net deferred income taxes inaccurate. Any of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to differ from our estimates, thus materially impacting our financial position and results of operations.
We are subject to income taxes in the United States and in numerous foreign jurisdictions. While we believe the positions we have taken are appropriate, we record reserves for taxes to address potential exposures

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involving tax positions that we believe could be challenged by taxing authorities. We record a benefit on a tax position when we determine that it is more likely than not that the position is sustainable upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. For tax positions that are more likely than not to be sustained, we measure the tax position at the largest amount of benefit that has a greater than 50% likelihood of being realized when it is effectively settled. We review the tax reserves as circumstances warrant and adjust the reserves as events occur that affect our potential liability for additional taxes. We follow the applicable guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition with respect to tax positions. We reflect interest and penalties related to income tax liabilities as a component of income tax expense.
Recent Accounting Pronouncements
The anticipated impact of recent accounting pronouncements is discussed in Note 2 to the accompanying notes to the consolidated financial statements of this Annual Report on Form 10-K.

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Results of Operations
The following tables set forth our results of operations for the periods presented and as a percentage of our total revenues for those periods. The period-to-period comparison of financial results is not necessarily indicative of financial results to be achieved in future periods.

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Consolidated Statements of Operations Data:	 	 	 	 	 	
Revenues	 	 	 	 	 	
License	$	481,659		 	$	423,766		 	$	279,944		
Maintenance and services	345,284		 	229,821		 	132,672		
Total revenues	826,943		 	653,587		 	412,616		
Cost of revenues	 	 	 	 	 	
License	7,003		 	3,852		 	1,211		
Maintenance and services	92,087		 	69,833		 	35,774		
Total cost of revenues (1)	99,090		 	73,685		 	36,985		
Gross profit	727,853		 	579,902		 	375,631		
Operating expenses	 	 	 	 	 	
Sales and marketing (1)	476,506		 	356,723		 	216,672		
Research and development (1)	302,759		 	204,131		 	110,923		
General and administrative (1)	88,149		 	71,078		 	41,712		
Total operating expenses	867,414		 	631,932		 	369,307		
Operating income (loss)	(139,561	)	 	(52,030	)	 	6,324		
Other income, net	2,134		 	1,223		 	858		
Income (loss) before income tax expense	(137,427	)	 	(50,807	)	 	7,182		
Income tax expense	7,022		 	32,893		 	1,309		
Net income (loss)	$	(144,449	)	 	$	(83,700	)	 	$	5,873		
(1) Stock-based compensation expense included above was as follows:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Cost of revenues	$	10,595		 	$	7,031		 	$	2,227		
Sales and marketing	68,411		 	45,205		 	18,203		
Research and development	91,044		 	55,269		 	20,794		
General and administrative	15,662		 	11,963		 	5,794		

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 	Year Ended December 31,	
	2016	 	2015	 	2014	
 	(as a percentage of total revenues)	
Consolidated Statements of Operations Data:	 	 	 	 	 	
Revenues	 	 	 	 	 	
License	58.2	 %	 	64.8	 %	 	67.8	%	
Maintenance and services	41.8	 %	 	35.2	 %	 	32.2	%	
Total revenues	100.0	 %	 	100.0	 %	 	100.0	%	
Cost of revenues	 	 	 	 		
License	0.8	 %	 	0.6	 %	 	0.3	%	
Maintenance and services	11.1	 %	 	10.7	 %	 	8.7	%	
Total cost of revenues	12.0	 %	 	11.3	 %	 	9.0	%	
Gross profit	88.0	 %	 	88.7	 %	 	91.0	%	
Operating expenses	 	 	 	 		
Sales and marketing	57.6	 %	 	54.6	 %	 	52.5	%	
Research and development	36.6	 %	 	31.2	 %	 	26.9	%	
General and administrative	10.7	 %	 	10.9	 %	 	10.1	%	
Total operating expenses	104.9	 %	 	96.7	 %	 	89.5	%	
Operating income (loss)	(16.9	)%	 	(8.0	)%	 	1.5	%	
Other income, net	0.3	 %	 	0.2	 %	 	0.2	%	
Income (loss) before income tax expense	(16.6	)%	 	(7.8	)%	 	1.7	%	
Income tax expense	0.8	 %	 	5.0	 %	 	0.3	%	
Net income (loss)	(17.5	)%	 	(12.8	)%	 	1.4	%	
Comparison of Years Ended December 31, 2016 , 2015 and 2014
Revenues

																
 	Year Ended December 31,	 	2015 to 2016 % Change		2014 to 2015 % Change	
 	2016	 	2015	 	2014	 	 	 	 	
	(dollars in thousands)	 	 	 	 	
Revenues	 	 	 	 	 	 	 	 	 	
License	$	481,659		 	$	423,766		 	$	279,944		 	13.7%	 	51.4%	
Maintenance and services	345,284		 	229,821		 	132,672		 	50.2%	 	73.2%	
Total revenues	$	826,943		 	$	653,587		 	$	412,616		 	26.5%	 	58.4%	
Year ended December 31, 2016 compared to December 31, 2015 . Total revenues were $ 826.9 million for the year ended December 31, 2016 compared to $ 653.6 million for the year ended December 31, 2015 , an increase of $ 173.4 million , with 14% and 50% year-over-year growth in license and maintenance and services revenues, respectively. Growth in total revenues was attributable to increased demand for our products and services from new and existing customers both domestically and internationally. For example, we added over 15,000 customer accounts in the year ended December 31, 2016 . License revenues increased $ 57.9 million from the year ended December 31, 2015 to the year ended December 31, 2016 due to an increase in the volume of sales transactions. The increased volume of sales transactions was a result of our investment in our products and in our sales and marketing efforts. Over 85% of our license revenues for the year ended December 31, 2016 was attributable to sales of perpetual licenses. Of the revenues from perpetual license sales recognized in 2016 , 21% was attributable to perpetual license sales to new customer accounts gained in 2016 and 79% was attributable to perpetual license sales to customer accounts existing on or before December 31, 2015 . The increase in maintenance and services revenues was primarily due to increases in sales of maintenance agreements resulting from the growth of our customer base. Total revenues derived from our customer accounts outside of the United

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States and Canada increased, as a percentage of total revenues, to 29% for the year ended December 31, 2016 from 25% for the year ended December 31, 2015 .
Year ended December 31, 2015 compared to December 31, 2014 . Total revenues were $ 653.6 million for the year ended December 31, 2015 compared to $412.6 million for the year ended December 31, 2014 , an increase of $ 241.0 million , with 51% and 73% year-over-year growth in license and maintenance and services revenues, respectively. Growth in total revenues was attributable to increased demand for our products and services from new and existing customers both domestically and internationally. For example, we added over 12,500 customer accounts in the year ended December 31, 2015 . License revenues increased $143.8 million from the year ended December 31, 2014 to the year ended December 31, 2015 due to an increase in the volume of sales transactions. The increased volume of sales transactions was a result of our investment in our products and in our sales and marketing efforts. The substantial majority of our license revenues was attributable to sales of perpetual licenses. Of the revenues from perpetual license sales recognized in 2015 , 25% was attributable to perpetual license sales to new customer accounts gained in 2015 and 75% was attributable to perpetual license sales to customer accounts existing on or before December 31, 2014 . The increase in maintenance and service revenues was primarily due to increases in sales of maintenance agreements resulting from the growth of our customer base. Total revenues derived from our customer accounts outside of the United States and Canada increased, as a percentage of total revenues, to 25% for the year ended December 31, 2015 from 23% for the year ended December 31, 2014 .
Cost of Revenues and Gross Margin

																
 	Year Ended December 31,	 	2015 to 2016 % Change	 	2014 to 2015 % Change	
 	2016	 	2015	 	2014	 	 	 	 	
	(dollars in thousands)	 	 	 	 	
Cost of revenues	 	 	 	 	 	 	 	 	 	
License	$	7,003		 	$	3,852		 	$	1,211		 	81.8%	 	218.1%	
Maintenance and services	92,087		 	69,833		 	35,774		 	31.9%	 	95.2%	
Total cost of revenues	$	99,090		 	$	73,685		 	$	36,985		 	34.5%	 	99.2%	

						
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
Gross Margin	 	 	 	
License	98.5%	 	99.1%	 	99.6%	
Maintenance and services	73.3%	 	69.6%	 	73.0%	
Total gross margin	88.0%	 	88.7%	 	91.0%	
Year ended December 31, 2016 compared to December 31, 2015 . Total cost of revenues was $ 99.1 million for the year ended December 31, 2016 compared to $ 73.7 million for the year ended December 31, 2015 . The increase of $ 25.4 million was largely related to an increase in compensation expense of $12.1 million, which includes a $3.6 million increase in stock-based compensation, primarily resulting from headcount growth, particularly in the second half of 2015 and early 2016, to support maintenance and services provided to our expanding customer base. The remainder of the increase was primarily attributable to a $10.3 million increase in allocated overhead, which includes facilities related costs, and a $2.9 million increase in professional services fees and travel related costs to support our training and consulting services. Our total number of technical support and services headcount increased to 405 employees as of December 31, 2016 from 391 employees as of December 31, 2015 . The decrease in total gross margin for the year ended December 31, 2016 as compared to the total gross margin for the year ended December 31, 2015 was primarily due to continued investment in hosting Tableau Online.
Year ended December 31, 2015 compared to December 31, 2014 . Total cost of revenues was $73.7 million for the year ended December 31, 2015 compared to $37.0 million for the year ended December 31, 2014 . The increase of $36.7 million was largely related to an increase in compensation expense of $20.8 million, which includes a $4.8 million increase in stock-based compensation, primarily resulting from headcount growth to support maintenance and services provided to our expanding customer base. The remainder of the increase was primarily attributable to a $7.6 million increase in allocated overhead, which includes facilities related costs, and a $5.3

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million increase in professional services fees and travel related costs to support our training and consulting services. Our total number of technical support and services headcount increased to 391 employees as of December 31, 2015 from 249 employees as of December 31, 2014 . The decrease in total gross margin for the year ended December 31, 2015 as compared to the total gross margin for the year ended December 31, 2014 was primarily due to additional investment in our technical support and services organization including higher personnel costs to support our expanding customer base and continued investment in hosting Tableau Online.
Operating Expenses

																
 	Year Ended December 31,	 	2015 to 2016 % Change	 	2014 to 2015 % Change	
 	2016	 	2015	 	2014	 	 	 	 	
	(dollars in thousands)	 	 	 	 	
Operating expenses	 	 	 	 	 	 	 	 	 	
Sales and marketing	$	476,506		 	$	356,723		 	$	216,672		 	33.6%	 	64.6%	
Research and development	302,759		 	204,131		 	110,923		 	48.3%	 	84.0%	
General and administrative	88,149		 	71,078		 	41,712		 	24.0%	 	70.4%	
Total operating expenses	$	867,414		 	$	631,932		 	$	369,307		 	37.3%	 	71.1%	
Sales and Marketing
Year ended December 31, 2016 compared to December 31, 2015 . Sales and marketing expenses were $ 476.5 million for the year ended December 31, 2016 compared to $ 356.7 million for the year ended December 31, 2015 . The increase of $ 119.8 million was largely related to an increase in compensation expense of $85.0 million, which includes a $23.2 million increase in stock-based compensation, primarily resulting from headcount growth, particularly in the second half of 2015 and early 2016, as we expanded our sales organization both domestically and internationally. Our sales and marketing headcount increased to 1,407 employees as of December 31, 2016 compared to 1,307 employees as of December 31, 2015 . The remainder of the increase was primarily attributable to a $24.6 million increase in allocated overhead, which includes facilities related costs, and $9.6 million increase in additional marketing costs for marketing promotions, customer events and advertising that promoted our brand and created market awareness of our technology offerings both domestically and internationally.
Year ended December 31, 2015 compared to December 31, 2014 . Sales and marketing expenses were $ 356.7 million for the year ended December 31, 2015 compared to $ 216.7 million for the year ended December 31, 2014 . The increase of $140.1 million was largely related to an increase in compensation expense of $93.2 million, which includes a $27.0 million increase in stock-based compensation, primarily resulting from headcount growth as we expanded our sales organization both domestically and internationally. Our sales and marketing headcount increased to 1,307 employees as of December 31, 2015 compared to 826 employees as of December 31, 2014 . The remainder of the increase was primarily attributable to a $20.4 million increase in allocated overhead, which includes facilities related costs, and a $23.1 million increase in additional marketing and travel costs for marketing promotions, customer events and advertising that promoted our brand and created market awareness of our technology offerings both domestically and internationally.
Research and Development
Year ended December 31, 2016 compared to December 31, 2015 . R&D expenses were $ 302.8 million for the year ended December 31, 2016 compared to $ 204.1 million for the year ended December 31, 2015 . The increase of $98.6 million was largely related to an increase in compensation expense of $81.8 million, which includes a $35.8 million increase in stock-based compensation, primarily resulting from headcount growth, particularly in the second half of 2015 and early 2016, as part of our focus on further developing and enhancing our products. Our R&D headcount increased to 912 employees as of December 31, 2016 compared to 772 employees as of December 31, 2015 . The remainder of the increase was primarily attributable to a $18.0 million increase in allocated overhead, which includes facilities related costs, partially offset by a $1.3 million decrease in professional services fees.
Year ended December 31, 2015 compared to December 31, 2014 . R&D expenses were $ 204.1 million for the year ended December 31, 2015 compared to $ 110.9 million for the year ended December 31, 2014 . The increase of $93.2 million was largely related to an increase in compensation expense of $79.9 million, which includes a $34.5 million increase in stock-based compensation, primarily resulting from headcount growth as part

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of our focus on further developing and enhancing our products. Our R&D headcount increased to 772 employees as of December 31, 2015 compared to 508 employees as of December 31, 2014 . The remainder of the increase was primarily attributable to a $9.4 million increase in allocated overhead, which includes facilities related costs, and a $2.4 million increase in professional services fees.
General and Administrative
Year ended December 31, 2016 compared to December 31, 2015 . General and administrative expenses were $ 88.1 million for the year ended December 31, 2016 compared to $ 71.1 million for the year ended December 31, 2015 . The increase of $ 17.1 million was largely related to an increase in compensation expense of $12.1 million, which includes a $3.7 million increase in stock-based compensation, primarily resulting from headcount growth, particularly in the second half of 2015 and early 2016, to support our expansion both domestically and internationally. Our general and administrative headcount increased to 273 employees as of December 31, 2016 compared to 213 employees as of December 31, 2015 . The remainder of the increase was primarily attributable to a $5.3 million increase in allocated overhead, which includes facilities related costs.
Year ended December 31, 2015 compared to December 31, 2014 . General and administrative expenses were $ 71.1 million for the year ended December 31, 2015 compared to $ 41.7 million for the year ended December 31, 2014 . The increase of $ 29.4 million was largely related to an increase in compensation expense of $16.5 million, which includes a $6.2 million increase in stock-based compensation, primarily resulting from headcount growth to support our expansion both domestically and internationally. Our general and administrative headcount increased to 213 employees as of December 31, 2015 compared to 145 employees as of December 31, 2014 . The remainder of the increase was primarily attributable to a $3.0 million increase in allocated overhead, which includes facilities related costs, a $4.0 million increase in professional services fees for compliance related costs and a $2.4 million increase in travel costs as we continue to expand our business.
Other Income, Net

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Other income, net	$	2,134		 	$	1,223		 	$	858		
Year ended December 31, 2016 compared to December 31, 2015 . Other income, net increased primarily due to an increase in interest income, partially offset by losses associated with foreign currency transactions.
Year ended December 31, 2015 compared to December 31, 2014 . Other income, net increased primarily due to gains associated with foreign currency transactions and an increase in interest income.
Income Tax Expense (Benefit)

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(dollars in thousands)	
Income tax expense	$	7,022		 	$	32,893		 	$	1,309		
Effective tax rate	(5.1	)%	 	(64.7	)%	 	18.2	%	
Year ended December 31, 2016 compared to December 31, 2015 . For the years ended December 31, 2016 and 2015 , our effective tax rates were (5.1)% and (64.7)% , respectively. The year-over-year change in the effective tax rate is primarily due to establishing a U.S. deferred tax asset valuation allowance in 2015 and an increase in the year-over-year loss before income tax expense in jurisdictions where a tax benefit is not available. See Note 4 to the consolidated financial statements for additional information on our valuation allowance.
Year ended December 31, 2015 compared to December 31, 2014 . For the years ended December 31, 2015 and 2014 , our effective tax rates were (64.7)% and 18.2% , respectively. The year-over-year change in the effective tax rate is primarily due to establishing a U.S. deferred tax asset valuation allowance in 2015 and a loss before income tax expense.

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Non-GAAP Financial Measures
We believe that the use of non-GAAP gross profit and gross margin, non-GAAP operating income (loss) and operating margin, non-GAAP net income (loss), non-GAAP net income (loss) per basic and diluted common share and free cash flow is helpful to our investors. These measures, which we refer to as our non-GAAP financial measures, are not prepared in accordance with GAAP. Non-GAAP gross profit is calculated by excluding stock-based compensation expense and expense related to amortization of acquired intangible assets, each to the extent attributable to the cost of revenues, from gross profit. Non-GAAP gross margin is the ratio calculated by dividing non-GAAP gross profit by total revenues. Non-GAAP operating income (loss) is calculated by excluding stock-based compensation expense and expense related to amortization of acquired intangible assets from operating income (loss). Non-GAAP operating margin is the ratio calculated by dividing non-GAAP operating income (loss) by total revenues. Non-GAAP net income (loss) is calculated by excluding stock-based compensation expense, expense related to amortization of acquired intangible assets and non-GAAP income tax adjustments from net income (loss). Non-GAAP net income (loss) per basic and diluted common share is calculated by dividing non-GAAP net income (loss) by the basic and diluted weighted average shares outstanding. Non-GAAP diluted weighted average shares outstanding includes the effect of dilutive shares in periods of non-GAAP net income.
Non-GAAP financial information is adjusted for a tax rate equal to our estimated tax rate on non-GAAP income over a three-year financial projection. This rate is based on our estimated annual GAAP income tax rate forecast, adjusted to account for items excluded from GAAP income in calculating the non-GAAP financial measures. To determine this long-term non-GAAP tax rate, we evaluate a three-year financial projection that excludes the impact of non-cash stock-based compensation expense and expense related to amortization of acquired intangible assets. The long-term non-GAAP tax rate takes into account other factors including our current operating structure, our existing tax positions in various jurisdictions and key legislation in major jurisdictions where we operate. The non-GAAP tax rate applied to the first three quarters of 2015 was 43% and did not assume the federal R&D tax credit would be extended. In December 2015, the federal R&D tax credit was permanently extended. Accordingly, we revised our long-term non-GAAP tax rate to 30% and applied this rate to the full years ended December 31, 2015 and December 31, 2016. The long-term non-GAAP tax rate assumes our deferred income tax assets will be realized based upon projected future taxable income excluding stock-based compensation expense. We anticipate using this long-term non-GAAP tax rate in future periods and may provide updates to this rate on an annual basis, or more frequently if material changes occur.
Because of varying available valuation methodologies, subjective assumptions and the variety of equity instruments that can impact a company's non-cash expenses, we believe that providing non-GAAP financial measures that exclude stock-based compensation expense allows for more meaningful comparisons between our operating results from period to period. The expense related to amortization of acquired intangible assets is dependent upon estimates and assumptions, which can vary significantly and are unique to each asset acquired; therefore, we believe non-GAAP measures that adjust for the amortization of acquired intangible assets provides investors a consistent basis for comparison across accounting periods. All of these non-GAAP financial measures are important tools for financial and operational decision making and for evaluating our operating results over different periods of time.
We calculate free cash flow as net cash provided by operating activities less net cash used in investing activities for purchases of property and equipment. We consider free cash flow to be a liquidity measure that provides useful information to management and investors about the amount of cash generated by our business that can be used for strategic opportunities, including investing in our business, making strategic acquisitions, and strengthening our balance sheet. All of our non-GAAP financial measures are important tools for financial and operational decision making and for evaluating our own operating results over different periods of time.
Our non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in our industry, as other companies in our industry may calculate non-GAAP financial results differently. In addition, there are limitations in using non-GAAP financial measures because the non-GAAP financial measures are not prepared in accordance with GAAP and may be different from non-GAAP financial measures used by other companies and exclude expenses that may have a material impact on our reported financial results. Further, stock-based compensation expense has been and will continue to be for the foreseeable future a significant recurring expense in our business and an important part of the compensation provided to our employees. The presentation of non-GAAP financial information is not meant to be considered in isolation or as a substitute for the directly comparable financial measures prepared in accordance with GAAP. We urge our investors to review the reconciliation of our non-GAAP financial measures to the comparable GAAP financial measures included below, and not to rely on any single financial measure to evaluate our business.

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The following table summarizes our non-GAAP financial measures:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Non-GAAP gross profit	$	738,771		 	$	586,933		 	$	377,858		
Non-GAAP gross margin	89.3	%	 	89.8	%	 	91.6	%	
Non-GAAP operating income	$	46,474		 	$	67,438		 	$	53,342		
Non-GAAP operating margin	5.6	%	 	10.3	%	 	12.9	%	
Non-GAAP net income	$	34,026		 	$	48,063		 	$	38,504		
Free cash flow	$	114,315		 	$	91,644		 	$	52,703		
The following table presents the reconciliation of gross profit to non-GAAP gross profit:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Gross profit	$	727,853		 	$	579,902		 	$	375,631		
Excluding: Stock-based compensation expense attributable to cost of revenues	10,595		 	7,031		 	2,227		
Excluding: Amortization of acquired intangible assets	323		 	—		 	—		
Non-GAAP gross profit	$	738,771		 	$	586,933		 	$	377,858		
The following table presents the reconciliation of gross margin to non-GAAP gross margin:

									
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	 	
Gross margin	88.0	%	 	88.7	%	 	91.0	%	
Excluding: Stock-based compensation expense attributable to cost of revenues	1.3	%	 	1.1	%	 	0.5	%	
Excluding: Amortization of acquired intangible assets	0.0	%	 	—	%	 	—	%	
Non-GAAP gross margin	89.3	%	 	89.8	%	 	91.6	%	
The following table presents the reconciliation of operating income (loss) to non-GAAP operating income:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Operating income (loss)	$	(139,561	)	 	$	(52,030	)	 	$	6,324		
Excluding: Stock-based compensation expense	185,712		 	119,468		 	47,018		
Excluding: Amortization of acquired intangible assets	323		 	—		 	—		
Non-GAAP operating income	$	46,474		 	$	67,438		 	$	53,342		

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The following table presents the reconciliation of operating margin to non-GAAP operating margin:

									
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	 	
Operating margin	(16.9	)%	 	(8.0	)%	 	1.5	%	
Excluding: Stock-based compensation expense	22.5	 %	 	18.3	 %	 	11.4	%	
Excluding: Amortization of acquired intangible assets	0.0	 %	 	—	 %	 	—	%	
Non-GAAP operating margin	5.6	 %	 	10.3	 %	 	12.9	%	
The following table presents the reconciliation of net income (loss) to non-GAAP net income and non-GAAP net income per basic and diluted common share:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Net income (loss)	$	(144,449	)	 	$	(83,700	)	 	$	5,873		
Excluding: Stock-based compensation expense	185,712		 	119,468		 	47,018		
Excluding: Amortization of acquired intangible assets	323		 	—		 	—		
Income tax adjustments	(7,560	)	 	12,295		 	(14,387	)	
Non-GAAP net income	$	34,026			$	48,063		 	$	38,504		
 	 	 	 	 	 	
Weighted average shares used to compute non-GAAP basic net income per share	75,162		 	71,701		 	67,591		
Effect of potentially dilutive shares: stock awards	4,783		 	5,970		 	6,728		
Weighted average shares used to compute non-GAAP diluted net income per share	79,945		 	77,671		 	74,319		
 	 	 	 	 	 	
Non-GAAP net income per share	 	 	 	 	 	
 Basic	$	0.45		 	$	0.67		 	$	0.57		
 Diluted	$	0.43		 	$	0.62		 	$	0.52		
The following table presents the reconciliation of net cash provided by operating activities to free cash flow:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Net cash provided by operating activities	$	175,047		 	$	136,774		 	$	89,451		
Less: Purchases of property and equipment	60,732		 	45,130		 	36,748		
Free cash flow	$	114,315		 	$	91,644		 	$	52,703		
Net cash used in investing activities	$	(77,131	)	 	$	(46,130	)	 	$	(35,054	)	
Net cash provided by financing activities	$	16,562		 	$	25,746		 	$	374,289		
Non-GAAP Operating Income
Non-GAAP operating income decreased from 2015 to 2016 primarily due to increased operating expenses attributable to additional headcount, particularly in the second half of 2015 and early 2016.
Non-GAAP operating income increased from 2014 to 2015 primarily due to increased domestic and international demand for our products and services from new and existing customers, partially offset by increased operating expenses attributable to additional headcount.

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Non-GAAP Net Income
Non-GAAP net income decreased from 2015 to 2016 primarily due to decreases in non-GAAP operating income.
Non-GAAP net income increased from 2014 to 2015 primarily due to increases in non-GAAP operating income.
Free Cash Flow
Free cash flow increased from 2015 to 2016 and from 2014 to 2015 due to the increase in net cash provided by operating activities, partially offset by increases in purchases of property and equipment due to our headcount growth and build-out of our operational infrastructure.
Liquidity and Capital Resources
As of December 31, 2016 , we had cash and cash equivalents totaling $908.7 million , accounts receivable, net of $ 206.8 million and $ 722.9 million of working capital.
The following tables show our cash and cash equivalents and our cash flows from operating activities, investing activities and financing activities for the stated periods:

								
 	December 31,	
 	2016	 	2015	
 	(in thousands)	
Cash and cash equivalents	$	908,717		 	$	795,900		

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Net cash provided by operating activities	$	175,047		 	$	136,774		 	$	89,451		
Net cash used in investing activities	(77,131	)	 	(46,130	)	 	(35,054	)	
Net cash provided by financing activities	16,562		 	25,746		 	374,289		
Effect of exchange rate changes	(1,661	)	 	(1,103	)	 	(747	)	
Net increase in cash and cash equivalents	$	112,817		 	$	115,287		 	$	427,939		
Cash and Cash Equivalents
As of December 31, 2016 , our cash and cash equivalents were held for working capital purposes and were held in cash deposits and money market funds. We intend to continue making capital expenditures to support the growth in our business and operations. We believe that our existing cash and cash equivalents, together with cash generated from operations, will be sufficient to meet our anticipated cash needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, the timing and extent of spending to support R&D efforts, the continued expansion of sales and marketing activities, the introduction of new and enhanced product and services offerings, and the continued market acceptance of our products.
Operating Activities
Net cash provided by operating activities was $ 175.0 million for the year ended December 31, 2016 , as a result of a net loss of $144.4 million , adjusted for stock-based compensation expense of $185.7 million and non-cash depreciation and amortization expense of $43.0 million related to capital assets. Net cash provided by operating activities was also impacted by a $78.2 million increase in accounts receivable, net, a $19.0 million increase in prepaid expenses, deposits and other assets, a $116.9 million increase in deferred revenue and a $71.2 million increase in accounts payable and accrued liabilities. The increase in deferred revenue was primarily due to increased sales of maintenance agreements and an increase in term and subscription license sales which have ratable revenue recognition. The increase in prepaid expenses, deposits and other assets and accounts payable and accrued liabilities was primarily due to an increase in expenditures based on growth in the business and employee contributions under our 2013 Employee Stock Purchase Plan ("2013 ESPP"). The increase in accounts receivable was primarily due to revenue growth. The increase in stock-based compensation expense was primarily related to headcount growth.

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Net cash provided by operating activities was $ 136.8 million for the year ended December 31, 2015 , as a result of a net loss of $83.7 million , adjusted for stock-based compensation expense of $119.5 million , non-cash depreciation and amortization expense of $23.7 million related to capital expenditures, and a $28.6 million provision for deferred income taxes which was primarily related to the valuation allowance recorded on our U.S. deferred tax assets in 2015. Net cash provided by operating activities was also impacted by a $34.2 million increase in accounts receivable, net, a $13.8 million increase in prepaid expenses, deposits and other assets, a $71.4 million increase in deferred revenue and a $30.2 million increase in accounts payable and accrued liabilities. The increase in accounts receivable, net and deferred revenue was primarily due to increased license and maintenance agreement sales. The increase in prepaid expenses, deposits and other assets and accounts payable and accrued liabilities was primarily due to additional costs attributable to our expansion, both domestically and internationally. The increase in stock-based compensation expense was primarily related to headcount growth.
Net cash provided by operating activities was $89.5 million for the year ended December 31, 2014 , as a result of net income of $5.9 million , adjusted for stock-based compensation expense of $47.0 million , non-cash depreciation and amortization expense of $13.5 million related to capital expenditures, a $41.0 million increase in accounts receivable, net, a $7.0 million increase in prepaid expenses, deposits and other assets, a $62.8 million increase in deferred revenue and a $21.2 million increase in accounts payable and accrued liabilities. The increase in accounts receivable, net and deferred revenue was primarily due to increased license and maintenance agreement sales. The increase in prepaid expenses, deposits and other assets and accounts payable and accrued liabilities was primarily due to additional costs attributable to our expansion, both domestically and internationally. The increase in stock-based compensation expense was primarily related to headcount growth.
Investing Activities
Cash used in investing activities was $77.1 million for the year ended December 31, 2016 . The cash used for this period was primarily attributable to $16.4 million paid to acquire HyPer and $60.7 million in capital expenditures to support the growth of our business, including hardware, software, office equipment and leasehold improvements.
Cash used in investing activities was $46.1 million for the year ended December 31, 2015 . The cash used for this period was primarily attributable to capital expenditures to support the growth of our business, including hardware, software, office equipment and leasehold improvements.
Cash used in investing activities was $35.1 million for the year ended December 31, 2014 . The cash used for this period was primarily attributable to capital expenditures to support the growth of our business, including hardware, software, office equipment and leasehold improvements.
Financing Activities
Net cash provided by financing activities was $ 16.6 million for the year ended December 31, 2016 as a result of proceeds from the exercise of stock options of $11.9 million, proceeds from the purchase of stock under our 2013 ESPP of $22.4 million and excess tax benefits from stock-based compensation of $2.2 million partially offset by repurchases of common stock under our stock repurchase program of $20.0 million .
Net cash provided by financing activities was $25.7 million for the year ended December 31, 2015 as a result of proceeds from the exercise of stock options of $20.1 million and excess tax benefits from stock-based compensation of $5.6 million .
Net cash provided by financing activities was $374.3 million for the year ended December 31, 2014 as a result of $344.1 million in net proceeds from our public offerings in March 2014, proceeds from the exercise of stock options of $16.2 million and excess tax benefits from stock-based compensation of $14.1 million .
Stock Repurchase Program
On November 1, 2016, we announced that our board of directors approved a stock repurchase program, under which we may repurchase up to $200 million of our outstanding Class A common stock. The repurchase program has no expiration date and may be modified, suspended or discontinued at any time. Repurchases under the program are made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, as determined by management at its discretion and subject to market conditions, applicable legal requirements and other relevant

62

factors. During the fourth quarter of 2016, we repurchased 446,517 shares of our outstanding Class A common stock at an average price of $44.81 per share for $20.0 million . All repurchases were made in open market transactions using cash on hand and all of the shares repurchased were retired. As of December 31, 2016 we were authorized to repurchase a remaining $180.0 million of our Class A common stock under our repurchase program. We expect to fund the stock repurchase program with cash on hand and future cash generated from operations.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements (as defined by applicable SEC regulations) that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.
Obligations and Commitments    
The following table represents our contractual obligations as of December 31, 2016 :

																				
 	Payments Due by Period	
 	Total	 	Less than 1 year	 	1-3 years	 	3-5 years	 	More than 5 years	
 	(in thousands)	
Operating Lease Obligations	$	425,285		 	$	35,851		 	$	88,015		 	$	87,208		 	$	214,211		
Contractual Commitments	6,275		 	2,876		 	3,399		 	—		 	—		
As of December 31, 2016 , our principal obligations consisted of obligations outstanding under operating leases. We lease our facilities under operating leases that expire at various dates through 2029 . See Note 8 to the consolidated financial statements for additional information on our operating leases.
Purchase orders are not included in the table above. Our open purchase orders represent authorizations to purchase rather than binding agreements. The contractual commitment amounts in the table above are associated with agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the transaction. Obligations under contracts that we can cancel without a significant penalty are not included in the table above.
As of December 31, 2016 , we had approximately $0.7 million of recorded liabilities pertaining to uncertain tax positions. We are unable to make a reasonable estimate as to when cash settlement with the tax authorities might occur due to the uncertainties related to these tax matters. Payments of these obligations would result from settlements with taxing authorities. As we are unable to make reasonably reliable estimates of the timing of any cash payments to the tax authorities as a result of future settlements, these obligations are not included in the table. See Note 4 to the consolidated financial statements for additional information on our uncertain tax positions.

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ITEM 7A.    Quantitative and Qualitative Disclosures About Market Risk
We are exposed to financial market risks, primarily changes in interest rates. Market risk is the potential loss arising from adverse changes in market rates and prices.
Interest Rate Risk
We had cash and cash equivalents of $908.7 million as of December 31, 2016 . We hold our cash and cash equivalents for working capital purposes. Our cash and cash equivalents are held in cash deposits and money market funds. Due to the short-term nature of these instruments, we believe that we do not have any material exposure to changes in the fair value of our investment portfolio as a result of changes in interest rates. Declines in interest rates, however, would reduce future interest income.
Foreign Currency Exchange Risk
Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates. Most of our revenues are generated in U.S. dollars. Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States and to a lesser extent in Europe and Asia. Our results of operations and cash flows are, therefore, subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rate s. Currently, the portion of our results of operations and cash flows denominated in foreign currency is not significant and therefore, the effect of a hypothetical 10% change in foreign currency exchange rates applicable to our business would not have a material impact on our consolidated financial statements. T o date, we have not engaged in any foreign currency hedging strategies. As our international operations grow, we plan to generate revenues in foreign currencies and we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates .
Inflation
We do not believe that inflation had a material effect on our business, financial condition or results of operations in the last three years. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could harm our business, financial condition and results of operations.

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ITEM 8.     CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TABLEAU SOFTWARE, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

		
Report of Independent Registered Public Accounting Firm	66	
Consolidated Balance Sheets	67	
Consolidated Statements of Operations	68	
Consolidated Statements of Comprehensive Income (Loss)	69	
Consolidated Statements of Stockholders' Equity	70	
Consolidated Statements of Cash Flows	71	
Notes to Consolidated Financial Statements	72	

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Tableau Software, Inc.
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of comprehensive income (loss), of stockholders' equity and of cash flows present fairly, in all material respects, the financial position of Tableau Software, Inc. and its subsidiaries at December 31, 2016 and 2015 , and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2016 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2016 , based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our audits (which were integrated audits in 2016 and 2015 ). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP
Seattle, Washington
February 23, 2017

66

TABLEAU SOFTWARE, INC.
CONSOLIDATED BALANCE SHEETS

								
 	December 31, 2016	 	December 31, 2015	
 	(in thousands, except share data)	
Assets		
Current assets	 	 	 	
Cash and cash equivalents	$	908,717		 	$	795,900		
Accounts receivable, net	206,765		 	131,784		
Prepaid expenses and other current assets	36,011		 	16,977		
Income taxes receivable	131		 	78		
Total current assets	1,151,624		 	944,739		
Property and equipment, net	106,637		 	72,350		
Goodwill	15,531		 	932		
Deferred income taxes	1,449		 	1,544		
Deposits and other assets	11,958		 	11,146		
Total assets	$	1,287,199		 	$	1,030,711		
Liabilities and stockholders' equity	 	 	 	
Current liabilities	 	 	 	
Accounts payable	$	17,637		 	$	1,152		
Accrued compensation and employee related benefits	70,230		 	53,003		
Other accrued liabilities	53,418		 	31,838		
Income taxes payable	1,893		 	1,000		
Deferred revenue	285,543		 	185,608		
Total current liabilities	428,721		 	272,601		
Deferred revenue	26,930		 	12,903		
Other long-term liabilities	39,700		 	11,262		
Total liabilities	495,351		 	296,766		
Commitments and contingencies (note 8)			 			
Stockholders' equity	 	 	 	
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; none issued	—		 	—		
Class B common stock, $0.0001 par value, 75,000,000 shares authorized; 18,336,609 and 19,331,666 shares issued and outstanding as of December 31, 2016 and 2015, respectively	2		 	2		
Class A common stock, $0.0001 par value, 750,000,000 shares authorized; 58,381,813 and 53,872,798 shares issued and outstanding as of December 31, 2016 and 2015, respectively	6		 	5		
Additional paid-in capital	1,007,205		 	805,804		
Accumulated other comprehensive income	1,593		 	643		
Accumulated deficit	(216,958	)	 	(72,509	)	
Total stockholders' equity	791,848		 	733,945		
Total liabilities and stockholders' equity	$	1,287,199		 	$	1,030,711		

The accompanying notes are an integral part of these consolidated financial statements.

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TABLEAU SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands, except per share amounts)	
Revenues	 	 	 	 	 	
License	$	481,659		 	$	423,766		 	$	279,944		
Maintenance and services	345,284		 	229,821		 	132,672		
Total revenues	826,943		 	653,587		 	412,616		
Cost of revenues	 	 	 	 	 	
License	7,003		 	3,852		 	1,211		
Maintenance and services	92,087		 	69,833		 	35,774		
Total cost of revenues (1)	99,090		 	73,685		 	36,985		
Gross profit	727,853		 	579,902		 	375,631		
Operating expenses	 	 	 	 	 	
Sales and marketing (1)	476,506		 	356,723		 	216,672		
Research and development (1)	302,759		 	204,131		 	110,923		
General and administrative (1)	88,149		 	71,078		 	41,712		
Total operating expenses	867,414		 	631,932		 	369,307		
Operating income (loss)	(139,561	)	 	(52,030	)	 	6,324		
Other income, net	2,134		 	1,223		 	858		
Income (loss) before income tax expense	(137,427	)	 	(50,807	)	 	7,182		
Income tax expense	7,022		 	32,893		 	1,309		
Net income (loss)	$	(144,449	)	 	$	(83,700	)	 	$	5,873		
 	 	 	 	 	 	
Net income (loss) per share:	 	 	 	 	 	
Basic	$	(1.92	)	 	$	(1.17	)	 	$	0.09		
Diluted	$	(1.92	)	 	$	(1.17	)	 	$	0.08		
 	 	 	 	 	 	
Weighted average shares used to compute net income (loss) per share:	 	 	 	 	 	
Basic	75,162		 	71,701		 	67,591		
Diluted	75,162		 	71,701		 	74,319		
(1) Includes stock-based compensation expense as follows:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Cost of revenues	$	10,595		 	$	7,031		 	$	2,227		
Sales and marketing	68,411		 	45,205		 	18,203		
Research and development	91,044		 	55,269		 	20,794		
General and administrative	15,662		 	11,963		 	5,794		

The accompanying notes are an integral part of these consolidated financial statements.

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TABLEAU SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Net income (loss)	$	(144,449	)	 	$	(83,700	)	 	$	5,873		
Other comprehensive income (loss):	 	 	 	 	 	
Foreign currency translation, net	950		 	503		 	211		
Comprehensive income (loss)	$	(143,499	)	 	$	(83,197	)	 	$	6,084		

The accompanying notes are an integral part of these consolidated financial statements.

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TABLEAU SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

	
																								
 	 	 Common Stock
(Class A and B)	 	Additional
Paid-in
Capital	 	Accumulated Other Comprehensive Income (Loss)	 	Retained Earnings (Accumulated
Deficit)	 	Total
Stockholders'
Equity	
 	 	Shares	 	Amount	 								
 	(in thousands, except share information)	
Balances as of December 31, 2013	 	62,198,686		 	$	7		 	$	239,406		 	$	(71	)	 	$	5,318		 	$	244,660		
Proceeds from public offering, net of underwriters' discount	 	4,000,000		 	—		 	344,077		 	—		 	—		 	344,077		
Issuance of common stock	 	3,669,533		 	—		 	16,151		 	—		 	—		 	16,151		
Stock-based compensation expense	 	—		 	—		 	47,018		 	—		 	—		 	47,018		
Excess tax benefit from stock-based compensation	 	—		 	—		 	14,016		 	—		 	—		 	14,016		
Other comprehensive income, net	 	—		 	—		 	—		 	211		 	—		 	211		
Net income	 	—		 	—		 	—		 	—		 	5,873		 	5,873		
Balances as of December 31, 2014	 	69,868,219		 	7		 	660,668		 	140		 	11,191		 	672,006		
Issuance of common stock	 	3,336,245		 	—		 	20,117		 	—		 	—		 	20,117		
Stock-based compensation expense	 	—		 	—		 	119,468		 	—		 	—		 	119,468		
Excess tax benefit from stock-based compensation	 	—		 	—		 	5,551		 	—		 	—		 	5,551		
Other comprehensive income, net	 	—		 	—		 	—		 	503		 	—		 	503		
Net loss	 	—		 	—		 	—		 	—		 	(83,700	)	 	(83,700	)	
Balances as of December 31, 2015	 	73,204,464		 	7		 	805,804		 	643		 	(72,509	)	 	733,945		
Issuance of common stock	 	3,960,475		 	1		 	34,356		 	—		 	—		 	34,357		
Repurchase of common stock	 	(446,517	)	 	—		 	(20,009	)	 	—		 	—		 	(20,009	)	
Stock-based compensation expense	 	—		 	—		 	185,712		 	—		 	—		 	185,712		
Excess tax benefit from stock-based compensation	 	—		 	—		 	1,342		 	—		 	—		 	1,342		
Other comprehensive income, net	 	—		 	—		 	—		 	950		 	—		 	950		
Net loss	 	—		 	—		 	—		 	—		 	(144,449	)	 	(144,449	)	
Balances as of December 31, 2016	 	76,718,422		 	$	8		 	$	1,007,205		 	$	1,593		 	$	(216,958	)	 	$	791,848		

The accompanying notes are an integral part of these consolidated financial statements.

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TABLEAU SOFTWARE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	 (in thousands)	
Operating activities	 	 	 	 	 	
Net income (loss)	$	(144,449	)	 	$	(83,700	)	 	$	5,873		
Adjustments to reconcile net income (loss) to net cash provided by operating activities	 	 	 	 	 	
Depreciation and amortization expense	43,006		 	23,667		 	13,512		
Stock-based compensation expense	185,712		 	119,468		 	47,018		
Excess tax benefit from stock-based compensation	(2,215	)	 	(5,629	)	 	(14,061	)	
Deferred income taxes	1,219		 	28,558		 	(899	)	
Changes in operating assets and liabilities	 	 	 	 	 	
Accounts receivable, net	(78,197	)	 	(34,225	)	 	(41,015	)	
Prepaid expenses, deposits and other assets	(18,987	)	 	(13,783	)	 	(6,950	)	
Income taxes receivable	(56	)	 	147		 	1,816		
Deferred revenue	116,860		 	71,383		 	62,752		
Accounts payable and accrued liabilities	71,157		 	30,224		 	21,181		
Income taxes payable	997		 	664		 	224		
Net cash provided by operating activities	175,047		 	136,774		 	89,451		
Investing activities	 	 	 	 	 	
Purchases of property and equipment	(60,732	)	 	(45,130	)	 	(36,748	)	
Sales of property and equipment	—		 	—		 	1,694		
Business combination	(16,399	)	 	(1,000	)	 	—		
Net cash used in investing activities	(77,131	)	 	(46,130	)	 	(35,054	)	
Financing activities	 	 	 	 	 	
Proceeds from public offering, net of underwriters' discount and offering costs	—		 	—		 	344,077		
Proceeds from issuance of common stock	34,356		 	20,117		 	16,151		
Repurchases of common stock	(20,009	)	 	—		 	—		
Excess tax benefit from stock-based compensation	2,215		 	5,629		 	14,061		
Net cash provided by financing activities	16,562		 	25,746		 	374,289		
Effect of exchange rate changes on cash and cash equivalents	(1,661	)	 	(1,103	)	 	(747	)	
Net increase in cash and cash equivalents	112,817		 	115,287		 	427,939		
Cash and cash equivalents	 	 	 	 	 	
Beginning of year	795,900		 	680,613		 	252,674		
End of year	$	908,717		 	$	795,900		 	$	680,613		
 	 	 	 	 	 	
Supplemental disclosures	 	 	 	 	 	
Cash paid for income taxes	$	1,513		 	$	959		 	$	569		
Cash paid for interest	15		 	8		 	19		
Non-cash activities	 	 	 	 	 	
Accrued purchases of property and equipment	26,548		 	10,012		 	4,776		
Asset retirement obligations recognized, net	745		 	271		 	667		
Property and equipment acquired under build-to-suit lease	—		 	—		 	11,600		
Property and equipment sold in sale-leaseback transaction	—		 	—		 	11,600		

The accompanying notes are an integral part of these consolidated financial statements.

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TABLEAU SOFTWARE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Business
Tableau Software, Inc., a Delaware corporation, and its wholly-owned subsidiaries (the "Company", "we", "us" or "our") are headquartered in Seattle, Washington. Our software products put the power of data into the hands of everyday people, allowing a broad population of business users to engage with their data, ask questions, solve problems and create value. Based on innovative core technologies originally developed at Stanford University, our products dramatically reduce the complexity, inflexibility and expense associated with traditional business intelligence applications. We currently offer five key products; Tableau Desktop, a self-service, powerful analytics product for anyone with data; Tableau Server, a business intelligence platform for organizations; Tableau Online, a hosted software-as-a-service ("SaaS") version of Tableau Server; Tableau Public, a free cloud-based platform for analyzing and sharing public data; and Vizable, a free application used to easily analyze data on a tablet.
Note 2. Summary of Significant Accounting Policies
Accounting Principles
The consolidated financial statements and accompanying notes were prepared in accordance with accounting principles generally accepted in the United States ("GAAP").
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Reclassifications
In the Consolidated Balance Sheets, certain prior year amounts have been reclassified to conform to the current year presentation. Specifically, "Goodwill" was previously included in the line item "Deposits and other assets" and is now separately stated. There was no change to total assets as a result of the reclassification.
Public Offering
In March 2014, we closed a follow-on public offering, in which we sold 4,000,000 shares of our Class A common stock at a price to the public of $89.25 per share. The aggregate offering price for shares sold in the offering was approximately $344.1 million , net of underwriters' discounts and commissions, and offering expenses.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Our estimates include the useful lives of our property and equipment and other lease related assets and liabilities and the collectability of our accounts receivable. We also use estimates in stock-based compensation, income taxes, business combinations and accrued liabilities. Actual results could differ from those estimates.
Foreign Currency
The financial statements of our foreign subsidiaries with a functional currency other than U.S. dollars have been translated into U.S. dollars. Assets and liabilities of these subsidiaries are translated at the exchange rate in effect at each period-end. Income statement amounts are translated at the average rate of exchange prevailing during the period. Translation adjustments arising from the use of differing exchange rates from period to period are included in other comprehensive income (loss).
Gains and losses on foreign currency transactions are included in income. Foreign currency transaction gain (loss) was $(0.6) million , $0.6 million and $0.6 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.
Risks and Uncertainties
Inherent in our business are various risks and uncertainties, including our limited history of operating our business at its current scale and development of advanced technologies in a rapidly changing industry. These risks include our ability to manage our growth and our ability to attract new customers and expand sales to existing customers, as well as other risks and uncertainties. In the event that we do not successfully implement our business

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plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in our capital stock may not be recoverable. Our success depends upon the acceptance of our technology, development of sales and distribution channels, and our ability to generate significant revenues from the sale of our technology.
Segments
We follow the authoritative literature that established annual and interim reporting standards for an enterprise's operating segments and related disclosures about its products and services, geographic regions and major customers.
We operate our business as one operating segment. Our chief operating decision makers ("CODM") are our Chief Executive Officer and Chief Financial Officer, who review financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.
Revenue Recognition
We generate revenues primarily in the form of software license fees and related maintenance and services fees. Software license fees include fees from the sales of perpetual, term and subscription licenses. Maintenance and services fees primarily consist of fees for maintenance services (including support and unspecified upgrades and enhancements when and if they are available), training, and professional services that are not essential to the functionality of the software.
We recognize revenues when all of the following conditions are met:

•	there is persuasive evidence of an arrangement;	
		
•	the software or services have been delivered to the customer;	
		
•	the amount of fees to be paid by the customer is fixed or determinable; and	
		
•	the collection of the related fees is probable.	
We use click-through license agreements, signed agreements and purchase orders as evidence of an arrangement. We deliver all of our software electronically. Electronic delivery occurs when we provide the customer with access to the software and license key via a secure portal. We assess whether the fee is fixed or determinable at the outset of the arrangement. Our typical terms of payment are due 30 days from delivery. We assess collectability based on a number of factors such as collection history and creditworthiness of the customer. If we determine that collectability is not probable, revenue is deferred until collectability becomes probable, generally upon receipt of cash.
Substantially all of our software licenses are sold in multiple-element arrangements that include maintenance services and may include professional services and training.
Vendor specific objective evidence ("VSOE") of the fair value for software licenses is not available as our software licenses are never sold without maintenance; however, VSOE generally exists for all undelivered elements and any services that are not essential to the functionality of the delivered software. Therefore, we account for delivered software licenses under the residual method.
Maintenance agreements consist of fees for providing software updates on a when and if available basis and technical support for software products ("post-contract support" or "PCS") for an initial term, generally one year. We have established VSOE of the fair value for maintenance on perpetual licenses based on stated substantive renewal rates or the price when sold on a standalone basis. Stated renewal rates are considered to be substantive if they are at least 15% of the actual price charged for the software license. VSOE of the fair value for standalone maintenance contracts is considered to have been established when a substantial majority of individual sales transactions within the previous 12 months falls within a reasonably narrow range, which we have defined to be plus or minus 15% of the median sales price of actual standalone sales transactions.
License arrangements may include professional services and training. In determining whether professional services and training revenues should be accounted for separately from license revenues, we evaluate:

•	whether such services are considered essential to the functionality of the software using factors such as the nature of the software products;	
		
•	whether they are ready for use by the customer upon receipt;	
		
•	the nature of the services, which typically do not involve significant customization to or development of the underlying software code;	
		
•	the availability of services from other vendors;	
		
•	whether the timing of payments for license revenues coincides with performance of services; and	
		
•	whether milestones or acceptance criteria exist that affect the realizability of the software license fee.	

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To date, professional services have not been considered essential to the functionality of the software. The VSOE of the fair value of our professional services and training is based on the price for these same services when they are sold separately. Revenues related to professional services are billed on a time and materials basis and are recognized as the services are performed.
Revenues related to training services are billed on a fixed fee basis and are recognized as the services are delivered. Payments received in advance of services performed are deferred and recognized when the related services are performed.
When software is licensed for a specified term or on a subscription basis, fees for maintenance and support are generally bundled with the license fee over the entire term of the contract. In these cases, we do not have VSOE of the fair value for maintenance and support. Revenues related to term and subscription license fees are recognized ratably over the contract term beginning on the date the customer has access to the software license key and continuing through the end of the contract term.
We do not offer refunds and therefore have not recorded any sales return allowance for any of the periods presented. Upon a periodic review of outstanding accounts receivable, amounts that are deemed to be uncollectable are written off against the allowance for doubtful accounts.
We account for taxes collected from customers and remitted to governmental authorities on a net basis and exclude them from revenues.
Cash and Cash Equivalents
We consider all highly liquid investments purchased with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are recorded at cost, which approximates fair value. We maintain cash and cash equivalent balances which exceed the insured limits by the Federal Deposit Insurance Corporation.
Accounts Receivable
Accounts receivable consist of amounts billed and currently due from customers. Our accounts receivable are subject to collection risk. Our gross accounts receivable is reduced for this risk by a provision for doubtful accounts. This provision is for estimated losses resulting from the inability of our customers to make required payments. It is an estimate and is regularly evaluated for adequacy by taking into consideration a combination of factors. We look at factors such as past collection experience, credit quality of the customer, age of the receivable balance, and current economic conditions. These factors are reviewed to determine whether a provision for doubtful accounts should be recorded to reduce the receivable balance to the amount believed to be collectible.
Activity related to our provision for doubtful accounts was as follows:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Balance at the beginning of the period	$	888		 	$	1,111		 	$	805		
Bad debt expense	750		 	250		 	747		
Accounts written off	(573	)	 	(473	)	 	(441	)	
Balance at the end of the period	$	1,065		 	$	888		 	$	1,111		
Property and Equipment
Property and equipment are stated at cost, net of accumulated depreciation and amortization. Depreciation and amortization are calculated using the straight-line method over the estimated useful lives of the assets. The estimated useful lives range from approximately one to twelve years. Leasehold improvements are amortized over the shorter of the estimated useful life or the remaining lease term. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in results of operations. Maintenance and repairs that do not improve or extend the lives of the respective assets are charged to expense in the period incurred.

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Leases and Asset Retirement Obligations
Leases are categorized at their inception as either operating or capital leases. Within some lease agreements, rent holidays and other incentives are included. Rent expense is recognized on a straight-line method, over the term of the agreement generally beginning once control of the space is achieved, without regard to deferred payment terms, such as rent holidays that defer the commencement date of required rent payments. Additionally, incentives received are treated as a reduction of expense over the term of the agreement.
Leased buildings under build-to-suit lease arrangements are capitalized and included in property and equipment when we are involved in the construction of the structural improvements or take construction risk prior to the commencement of the lease. Upon completion of the construction under the build-to-suit leases, we assess whether those arrangements qualify for sales recognition under the sale-leaseback accounting guidance.
Liabilities are established for the present value of estimated future costs to retire leasehold improvements at the termination or expiration of a lease. A corresponding asset is recorded in the period in which the obligation is incurred. Such assets are amortized over the estimated useful life of the asset, and the recorded liabilities are accreted to the future value of the estimated retirement costs.
Impairment of Long-Lived Assets
We evaluate the recoverability of long-lived assets in accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets. We evaluate long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Such impairment is recognized in the event the carrying value of such assets exceeds their fair value. If the carrying value of the net assets assigned exceeds the fair value of the assets, then the second step of the impairment test is performed in order to determine the implied fair value. No impairment of long-lived assets occurred in the periods presented.
Software Development Costs
Software development costs associated with the development of new products, enhancements of existing products and quality assurance activities consists of employee, consulting and other external personnel costs. The costs incurred internally from the research and development ("R&D") of computer software products are charged to expense until technological feasibility has been established for the product. Once technological feasibility is established, all software costs are capitalized until the product is available for release to customers. Judgment is required in determining when technological feasibility of a product is established. To date, we have determined that technological feasibility of software products is reached shortly before the products are released. Costs incurred after establishment of technological feasibility have not been material, and therefore, we have expensed all R&D costs as they were incurred. R&D expenses primarily consist of personnel related costs attributable to our R&D personnel and allocated overhead, which includes facilities related costs.
We capitalize certain costs relating to software developed or modified solely to meet our internal requirements and for which there are no substantive plans to market the software. To date, we have not capitalized any such costs as these costs have not been material.
Intangible Asset Costs
Costs related to filing and pursuing patent and trademark applications are expensed as incurred, as recoverability of such expenditures is uncertain. These intangible asset-related legal costs are generally reported as a component of general and administrative expenses.
Advertising Expenses
We expense all advertising costs as incurred and classify such costs as sales and marketing expenses. Advertising expenses for the years ended December 31, 2016 , 2015 and 2014 were $21.7 million , $11.3 million and $7.6 million , respectively.
Income Taxes
Income taxes are accounted for under the asset and liability method in accordance with authoritative guidance for income taxes. Deferred income tax assets are recognized for deductible temporary differences, net operating loss carryforwards, and tax credit carryforwards if it is more likely than not that the tax benefits will be realized. We consider future taxable income, historical operating results, and ongoing prudent and feasible tax planning strategies in assessing the need for a valuation allowance. A valuation allowance is recorded to reduce our deferred income tax assets to the net amount that we believe is more likely than not to be realized. In the event we determine that we are able to realize our deferred income tax assets in excess of our net recorded amount, we

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would reduce the valuation allowance associated with the deferred income tax assets in the period the determination is made, which may result in a tax benefit in the statement of operations.
Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
Our assumptions, judgments and estimates relative to the value of net deferred income taxes take into
account predictions of the amount and category of future taxable income, such as income from operations or capital
gains income. Actual operating results and the underlying amount and category of income in future years could
render our current assumptions, judgments and estimates of recoverable net deferred income taxes inaccurate. Any
of the assumptions, judgments and estimates mentioned above could cause our actual income tax obligations to
differ from our estimates, thus materially impacting our financial position and results of operations.
Concentrations of Credit Risk
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. We extend credit to customers based upon an evaluation of the customer's financial condition and generally collateral is not required. As of December 31, 2016 and 2015 , no individual customer accounted for 10% or more of total accounts receivable. For the years ended December 31, 2016 , 2015 and 2014 , no individual customer represented 10% or more of our total revenues.
Business Combinations
As of the date of an acquisition, we recognize the identifiable assets acquired and liabilities assumed at fair value. Any excess of the consideration over the fair value of identifiable net assets is recorded as goodwill. Amounts that are not part of the consideration transferred are recognized separately from a business combination and are expensed as incurred. Intangible assets acquired are measured at their acquisition date fair value using valuation techniques that are subject to judgment.
Goodwill and Intangible Assets
Intangible assets with a finite life are typically amortized over their useful lives which range from three to five years. Goodwill is tested for impairment on an annual basis in the third quarter and more frequently if circumstances indicate that the carrying value may not be recoverable. As part of our goodwill impairment test, we first perform a qualitative assessment to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. For purposes of this assessment, we consider the enterprise to be the reporting unit. If we determine it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we will perform a two-step quantitative impairment test. The first step is to compare the fair value of our reporting unit to its carrying value. If step one indicates that an impairment may exist, the second step is performed to measure the amount impaired, if any. Impairment is recognized when the carrying amount of goodwill exceeds its fair value. We have not had any impairments of the goodwill balance.
Stock-Based Compensation
We record compensation expense for stock-based transactions including employee and non-employee stock option and restricted stock unit ("RSU") awards granted under our 2004 Equity Incentive Plan (the "2004 Plan") and our 2013 Equity Incentive Plan, as amended, (the "2013 Plan" and together with the 2004 Plan, the "Plans"). We also record compensation expense related to employee contributions made under our 2013 Employee Stock Purchase Plan ("2013 ESPP"). These contributions are used to purchase shares of our Class A common stock at a discount. Stock-based compensation expense is measured and recognized in the financial statements based on fair value. The fair value of each RSU award is determined based on the closing price of our Class A common stock as reported on the New York Stock Exchange on the date of grant. The fair value of each stock option award is determined at the date of grant by applying the Black-Scholes option pricing model. We also use the Black-Scholes option pricing model to determine the fair value of each common share issued under the 2013 ESPP. The fair value for 2013 ESPP grants is determined on the first day of each offering period.
The Black-Scholes option pricing model utilizes the value of our underlying common stock at the measurement date, the expected or contractual term of the option or offering period, the expected volatility of our common stock, risk-free interest rates and expected dividend yield of our common stock. Prior to our IPO in May 2013, because our stock was not publicly traded we estimated the fair value of our common stock. Our board of directors considered numerous objective and subjective factors to determine the fair value of our common stock at each meeting at which awards were approved. The factors included, but were not limited to: (i) contemporaneous third-party valuations of our common stock; (ii) the prices, rights, preferences and privileges of our preferred stock

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that was then outstanding relative to those of our common stock; (iii) the lack of marketability of our common stock; (iv) our actual operating and financial results; (v) current business conditions and projections; and (vi) the likelihood of achieving a liquidity event, such as an IPO or merger or acquisition, given prevailing market conditions. After the completion of our IPO, our common stock has been valued by reference to the closing price of our Class A common stock as reported on the New York Stock Exchange.
Measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instruments vest. We recognize compensation expense for only the portion of awards expected to vest. Therefore, we apply an estimated forfeiture rate that was derived from historical employee termination behavior. If the actual number of forfeitures differs from the estimates, adjustments to stock-based compensation expense may be required in future periods.
We compute the timing of excess tax benefits from the exercise of stock options and the vesting and settlement of RSUs under the "with-and-without" approach. Under this approach, we will not record an excess tax benefit until such time as a cash tax benefit is recognized. We include the impact of the excess tax benefits in the calculation of certain tax attributes such as the R&D tax credit and do not prepare separate computations considering the cascading impacts of the excess tax deduction. We compute the pool of excess tax benefits available to offset any future shortfalls in the tax benefits actually realized as a single pool for employees and non-employees.
Fair Value Measurements
We categorize assets and liabilities recorded at fair value on our consolidated balance sheets based upon the level of judgment associated with inputs used to measure their fair value. The levels of the fair value hierarchy are as follows:

•	Level 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities.	

•	Level 2—Inputs are quoted prices for similar assets and liabilities in active markets or quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.	

•	Level 3—Inputs are unobservable inputs based on our own assumptions and valuation techniques used to measure assets and liabilities at fair value. The inputs require significant management judgment or estimation.	
Our assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.     
We establish fair value of our assets and liabilities using the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and using a fair value hierarchy based on the inputs used to measure fair value. The carrying amounts reported in the consolidated financial statements approximate the fair value for cash equivalents, accounts receivable, accounts payable, and accrued and other current liabilities, due to their short-term nature.
Recently Adopted Accounting Pronouncements
In August 2014, the FASB issued ASU 2014-15 related to status as a going concern. The new guidance explicitly requires that management assess an entity's ability to continue as a going concern and may require additional detailed disclosures. ASU 2014-15 is effective for the annual period ending after December 15, 2016 and for the annual periods and interim periods thereafter. We adopted this standard in the fourth quarter of 2016. The adoption did not have an impact on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-05 related to a customer's accounting for fees paid in a cloud computing arrangement. The new guidance requires that management evaluate each cloud computing arrangement in order to determine whether it includes a software license that must be accounted for separately from hosted services. ASU 2015-05 applies the same guidance cloud service providers use to make this determination and also eliminates the existing requirement for customers to account for software licenses they acquire by analogizing to the guidance on leases. ASU 2015-05 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015 and provides the option of applying the guidance prospectively to all arrangements entered into or materially modified after the effective date or on a retrospective basis. We adopted this standard prospectively in the first quarter of 2016. The adoption did not have a significant impact on our consolidated financial statements.

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Recent Accounting Pronouncements Not yet Adopted
In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09 related to revenue recognition. Since the issuance of ASU 2014-09, the FASB has also issued ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20, all of which clarify certain aspects of ASU 2014-09. The new standard will change the way we recognize revenue, including the identification of contractual performance obligations and the allocation of transaction price, to depict the transfer of promised goods or services to customers at the amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. ASU 2014-09 provides for retrospective or modified prospective methods of initial adoption and is effective for annual periods beginning after December 15, 2017 and interim periods within those annual periods. We are currently evaluating the method of adoption and do not plan to adopt this standard early.
The new standard will impact the timing of revenue recognition related to our on-premises term license agreements. Under existing guidance we recognize revenue related to on-premises term license agreements ratably over the term of the licensing agreement. However, under the new standard we expect that revenue allocable to the license portion of the arrangement will be recognized upon delivery of the license. Maintenance revenue related to on-premises term license agreements will continue to be recognized ratably over the term of the licensing agreement. The new standard may also impact our determination of standalone selling prices which could impact the allocation of transaction price to each performance obligation, thereby impacting the timing of revenue recognition depending on when each performance obligation is recognized.
The new standard will impact our internal control environment, including our financial statement disclosure controls, our business process controls and enhancements necessary to update our business systems. Our evaluation of the new standard will extend into future periods and we will update our disclosures, including the expected impacts of the new standard, as we progress towards the adoption date.
In February 2016, the FASB issued ASU 2016-02 related to lease accounting. The new guidance will require lessees to recognize right-of-use assets and lease liabilities on the balance sheet for operating leases that do not meet the definition of a short-term lease. ASU 2016-02 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2018 and requires modified retrospective transition. Early adoption is permitted. Under the new standard we anticipate that our current real estate leases will continue to be classified as operating leases and a significant amount of our currently outstanding operating lease commitments will be recorded to the balance sheet as a right-of-use asset and a corresponding lease liability. Our evaluation of the new standard will extend into future periods and we will update our disclosures, including the expected impacts of the new standard, as we progress towards the required adoption date.
In March 2016, the FASB issued ASU 2016-09 related to stock-based compensation. The new guidance, which simplifies the accounting and presentation for share-based payments, provides for a number of amendments which impact the accounting for income taxes and the accounting for forfeitures. ASU 2016-09 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2016 and requires varied adoption methods for each respective amendment. We will adopt this standard in the first quarter of 2017. We do not expect this standard to have a material impact on our consolidated financial statements as we anticipate that the majority of our previously unrecognized excess tax benefits, recognized upon adoption, will be offset by a corresponding increase to our U.S. federal and state deferred tax asset valuation allowance. Additionally, we plan to make the policy election to account for forfeitures as they occur; however, we do not anticipate that this change will have a material impact on our consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, simplifying the accounting for goodwill impairment. The new guidance removes step two of the two-step quantitative goodwill impairment test, which requires a hypothetical purchase price allocation. ASU 2017-04 is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019 and may be adopted early for any interim or annual goodwill impairment tests performed after January 1, 2017. We currently expect to adopt this standard in 2017 as part of our annual impairment testing performed in the third quarter. We do not believe that this standard will have a material impact on our consolidated financial statements.

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Note 3. Balance Sheet Detail
Property and Equipment, Net
Property and equipment, net consisted of the following:

										
 	Useful Life	 	December 31,	
 	(in months)	 	2016	 	2015	
 	 	 	(in thousands)	
Computer equipment and software	36	 	$	92,536		 	$	73,052		
Furniture and fixtures	36	 	18,953		 	14,602		
Leasehold improvements	10-150	 	37,308		 	26,656		
Construction in progress	 	 	35,099		 	7,140		
 	 	 	183,896		 	121,450		
Less: Accumulated depreciation and amortization	 	 	(77,259	)	 	(49,100	)	
 	 	 	$	106,637		 	$	72,350		
Depreciation and amortization expense was $43.0 million , $23.7 million and $13.5 million for the years ended December 31, 2016 , 2015 and 2014 , respectively.
Goodwill
The only change in the carrying amount of goodwill during the year ended December 31, 2016 was an increase of $14.6 million related to our acquisition of HyPer (Note 5).
Accrued Compensation and Employee Related Benefits
Accrued compensation and employee related benefits consisted of the following:

								
 	December 31,	
 	2016	 	2015	
 	(in thousands)	
Accrued commissions	$	24,801		 	$	17,518		
Accrued bonuses	19,080		 	16,882		
Accrued vacation	13,003		 	10,425		
Other	13,346		 	8,178		
Total	$	70,230		 	$	53,003		
Note 4. Income Taxes
The components of our income (loss) before income tax expense consisted of the following:

													
 	 	Year Ended December 31,	
 	 	2016	 	2015	 	2014	
 	 	(in thousands)	
United States	 	$	(100,725	)	 	$	(27,779	)	 	$	6,217		
International	 	(36,702	)	 	(23,028	)	 	965		
Total	 	$	(137,427	)	 	$	(50,807	)	 	$	7,182		

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Income tax expense consisted of the following:

													
 	 	Year Ended December 31,	
 	 	2016	 	2015	 	2014	
 	 	(in thousands)	
United States	 	$	2,147		 	$	28,630		 	$	(937	)	
International	 	4,875		 	4,263		 	2,246		
Total	 	$	7,022		 	$	32,893		 	$	1,309		
The provision (benefit) for income taxes consisted of the following: 

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Current	 	 	 	 	 	
Federal	$	1,447		 	$	4,009		 	$	11,057		
State	402		 	771		 	2,359		
Foreign	5,230		 	5,240		 	2,802		
Total current income tax expense	7,079		 	10,020		 	16,218		
Deferred	 	 	 	 	 	
Federal	258		 	22,011		 	(12,970	)	
State	40		 	1,839		 	(1,383	)	
Foreign	(355	)	 	(977	)	 	(556	)	
Total deferred income tax expense (benefit)	(57	)	 	22,873		 	(14,909	)	
Total income tax expense	$	7,022		 	$	32,893		 	$	1,309		
A reconciliation of the U.S. federal statutory income tax provision (benefit) to the effective income tax expense for each year follows:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Income tax provision (benefit) at statutory rate	$	(48,098	)	 	$	(17,783	)	 	$	2,514		
State taxes, net of federal tax benefit	(3,466	)	 	(896	)	 	207		
Impact of foreign income taxes	14,566		 	10,582		 	1,340		
Research and development and other tax credits	(8,462	)	 	(10,187	)	 	(6,499	)	
Non-deductible stock-based compensation	5,098		 	3,174		 	2,929		
Non-deductible meals and entertainment	1,212		 	1,395		 	832		
Impact of valuation allowance	46,174		 	46,737		 	—		
Other, net	(2	)	 	(129	)	 	(14	)	
Total income tax expense	$	7,022		 	$	32,893		 	$	1,309		
Our effective tax rate differs from the U.S. federal statutory rate primarily due to the impact of the valuation allowance on our U.S. federal and state deferred income tax assets and losses in jurisdictions where a tax benefit is not available. The difference between the impact of valuation allowance on income tax expense as compared to the U.S. federal statutory rate in 2016 and the change in the deferred tax asset valuation allowance, recorded in 2016, is related to shortfalls, incurred upon the settlement of stock-based compensation awards during the period.

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The tax effects of temporary differences and carryforwards that gave rise to deferred income tax assets and liabilities consisted of the following:

									
 	 	December 31,	
 	 	2016	 	2015	
 	 	(in thousands)	
Deferred income tax assets	 	 	 	 	
Tax credit carryforwards	 	$	17,904		 	$	9,704		
Stock-based compensation	 	18,589		 	21,924		
Accrued compensation	 	14,268		 	11,819		
Deferred revenue	 	3,728		 	2,425		
Deferred rent	 	9,037		 	3,589		
Depreciation and amortization	 	5,234		 	2,018		
Other	 	304		 	553		
Total deferred income tax assets	 	69,064		 	52,032		
Deferred income tax liabilities	 	 	 	 	
Prepaid assets	 	4,231		 	3,757		
Total deferred income tax liabilities	 	4,231		 	3,757		
Net deferred income tax assets before valuation allowance	 	64,833		 	48,275		
Less: Valuation allowance	 	(63,384	)	 	(46,737	)	
Net deferred income tax assets	 	$	1,449		 	$	1,538		
 	 	 	 	 	
Reported As:	 	 	 	 	
Deferred income taxes	 	1,449		 	1,544		
Other long-term liabilities	 	—		 	(6	)	
Net deferred income tax assets	 	$	1,449		 	$	1,538		
We determine our deferred income tax assets and liabilities based on differences between the financial reporting and tax basis of assets and liabilities using the enacted tax rates and laws that will be in effect when we expect the differences to reverse .
We regularly assess the need for a valuation allowance against our deferred income tax assets by considering both positive and negative evidence related to whether it is more likely than not that our deferred income tax assets will be realized. A valuation allowance is recorded when it is more likely than not that all or some portion of the deferred income tax assets will not be realized. In evaluating our ability to recover our deferred income tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred income tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations.
In 2015, a valuation allowance of $46.7 million was established for our U.S. federal and state deferred income tax assets, in part due to our current three-year cumulative GAAP net loss adjusted for permanent tax differences, which is a significant piece of negative evidence for recording the valuation allowance. In 2016 , we determined our U.S. federal and state deferred income tax assets continue to be currently not more likely than not to be realized; therefore, we increased the valuation allowance to $63.4 million as of December 31, 2016 .
Net operating loss ("NOL") carryforwards created by excess tax benefits from the exercise of stock options or the vesting of RSUs are not recorded as deferred income tax assets. To the extent such NOL carryforwards are utilized, the benefit realized will increase stockholders' equity. At December 31, 2016 , for income tax return purposes we have gross NOL carryforwards totaling $713.6 million and tax credit carryforwards of $47.8 million , the majority of which relates to the U.S. These carryforwards may be subject to limitations under the Internal Revenue Code and other applicable tax laws. If not utilized, a portion of the carryforwards will begin to expire in 2025.
We are subject to income taxes in the United States and in numerous foreign jurisdictions. The statute of limitations for adjustments to our historic tax obligations will vary from jurisdiction to jurisdiction. Furthermore, net operating loss and tax credit carryforwards may be subject to adjustment after the expiration of the statute of limitations of the year such net operating losses and tax credits originated. In general, the tax years for U.S. federal

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and state income tax purposes open for examination are for 2005 and forward due to our net operating loss carryforwards.
Income tax expense includes both U.S. and international income taxes. Except as required under U.S. tax law, we do not provide for U.S. income taxes on our undistributed earnings of foreign subsidiaries that have not been previously taxed, because we intend to invest such undistributed earnings indefinitely outside of the U.S. If our intent changes or if these funds are needed for our U.S. operations, we would be required to accrue or pay U.S. taxes on some or all of these undistributed earnings. As of December 31, 2016 , cash held by foreign subsidiaries was $23.6 million . Currently, we have no undistributed earnings of foreign subsidiaries permanently reinvested outside of the U.S.
We have reserves for taxes to address potential exposures involving tax positions that we believe could be challenged by taxing authorities even though we believe the positions we have taken are appropriate. We believe our tax reserves are adequate to cover potential liabilities. We review the tax reserves as circumstances warrant and adjust the reserves as events occur that affect our potential liability for additional taxes. It is often difficult to predict the final outcome or timing of resolution of any particular tax matter. Various events, some of which cannot be predicted, such as clarification of tax law by administrative or judicial means, may occur and would require us to increase or decrease our reserves and effective income tax rate.
The total gross amount of unrecognized tax benefits was $12.9 million , $10.8 million and $7.1 million as of December 31, 2016 , 2015 and 2014 , respectively. Of the total gross amount of unrecognized tax benefits, the portion recorded to liabilities pertaining to uncertain tax positions was $0.7 million , $0.7 million and $0.2 million as of December 31, 2016 , 2015 and 2014 , respectively. Our increase in unrecognized tax benefits relates primarily to the R&D tax credits generated in the current year which are recorded net of the corresponding deferred tax asset.
These amounts represent the gross amount of exposure in individual jurisdictions and do not reflect any additional benefits expected to be realized if such positions were not sustained. To the extent that any uncertain tax positions are resolved in our favor, it may have a positive impact on our effective income tax rate. We do not expect any material decrease on our unrecognized tax position within the next twelve months. The following table shows the gross changes in our unrecognized tax position.

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Balance, beginning of period	$	10,781		 	$	7,116		 	$	3,441		
Gross increases to tax positions related to prior periods	28		 	545		 	—		
Gross increases related to current tax positions	2,100		 	3,120		 	3,675		
Balance, end of period	$	12,909		 	$	10,781		 	$	7,116		
Interest or penalties, if incurred, would be recognized as a component of income tax expense. No penalties or interest were recognized or accrued for at December 31, 2016 , 2015 and 2014 .
On July 27, 2015, the U.S. Tax Court issued an opinion related to litigation in Altera Corp v. Commissioner. This litigation relates to the treatment of stock-based compensation expense in an inter-company cost-sharing arrangement with one of Altera's foreign subsidiaries. In its opinion, the U.S. Tax Court invalidated the portion of the Treasury regulations requiring the inclusion of stock-based compensation expense in such inter-company cost-sharing arrangements. The final resolution of this litigation remains uncertain as the Internal Revenue Service ("IRS") could appeal the U.S. Tax Court's decision. Therefore, for the year ended December 31, 2016 , we have not recorded any potentially favorable benefit related to the current or prior periods. We will continue to monitor developments related to this case and the potential impact of those developments on our current and future financial statements.
Note 5. Business Combinations
On March 1, 2016, we acquired HyPer, a high-performance main-memory database system, for $16.4 million in cash. Through this acquisition, we acquired new technology, capable of enhancing our key products, and additional engineering talent. We have accounted for this transaction as a business combination, and allocated $1.8 million to the acquired technology intangible asset. The remaining purchase price was recorded to goodwill which is primarily attributable to the synergies between HyPer and our key products. No other assets or liabilities were identified as part of the acquisition. A portion of the goodwill balance associated with this transaction is deductible for U.S. income tax purposes.

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Pro forma results of operations for this acquisition have not been presented as the effects were not material to our consolidated financial results.
Certain employees hired in conjunction with the acquisition receive restricted stock units ("RSUs"). These awards are subject to service conditions, and certain awards are also subject to the completion of a technology milestone. We will account for these awards as a post-business combination expense.
Note 6. Stockholders' Equity
Common Stock
Our certificate of incorporation, as amended and restated, authorizes us to issue 75,000,000 shares of Class B common stock, at $0.0001 par value per share, and 750,000,000 shares of Class A common stock, at $0.0001 par value per share. The rights of the holders of Class A and Class B common stock are identical, except with respect to voting and conversion. Each holder of Class B common stock is entitled to ten votes per share and each holder of Class A common stock is entitled to one vote per share. Shares of Class B common stock may be converted into Class A common stock at any time at the option of the stockholder, and are automatically converted upon sale or transfer, to Class A common stock, subject to certain limited exceptions. At its discretion, the board of directors may declare dividends on shares of common stock, subject to the rights of our preferred stockholders, if any. Upon liquidation or dissolution, holders of common stock will receive distributions only after preferred stock preferences have been satisfied.
Preferred Stock
Our certificate of incorporation, as amended and restated, authorizes us to issue 10,000,000 shares of preferred stock at $0.0001 par value per share. Our board of directors has the authority to provide for the issuance of all the shares in one or more series. At its discretion, our board of directors may designate the voting rights and preferences of the preferred stock. As of December 31, 2016 and 2015 , no shares of preferred stock were outstanding.
Stock Repurchase Program
On November 1, 2016, we announced that our board of directors approved a stock repurchase program, under which we may repurchase up to $200 million of our outstanding Class A common stock. The repurchase program has no expiration date and may be modified, suspended or discontinued at any time. Repurchases under the program are made from time to time on the open market at prevailing market prices, in privately negotiated transactions, in transactions structured through investment banking institutions or a combination of the foregoing, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended, as determined by management at its discretion and subject to market conditions, applicable legal requirements and other relevant factors. During the fourth quarter of 2016, we repurchased 446,517 shares of our outstanding Class A common stock at an average price of $44.81 per share for $20.0 million . All repurchases were made in open market transactions using cash on hand and all of the shares repurchased were retired. As of December 31, 2016, we were authorized to repurchase a remaining $180.0 million of our Class A common stock under our repurchase program.
Note 7. Stock-Based Compensation    
Our 2004 Plan authorized the granting of options to purchase shares of our Class B common stock, RSUs and other stock-based awards to our employees, consultants, officers and directors. In December 2012, we modified the 2004 Plan to increase the number of shares of Class B common stock authorized thereunder to 26,473,282 . Our 2013 Plan, which was the successor to our 2004 Plan, authorizes the granting of options to purchase shares of our Class A common stock, RSUs and other stock-based awards to our employees, consultants, officers and directors. Options granted under the Plans may be incentive or nonstatutory stock options. Incentive stock options may only be granted to employees. The term of each option is stated in the award agreement, but shall be no more than ten years from the date of grant. The board of directors determines the period over which options and RSUs become vested. Currently, the vesting period for our options and RSUs is typically four years.
Our 2013 ESPP allows eligible employees to purchase shares of our Class A common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to plan limitations. The 2013 ESPP currently includes purchase periods approximately six months in duration starting on the first trading date on or after June 1 st and December 1 st of each year. Participants are able to purchase shares of our common stock at 85% of the lower of its fair market value on (i) the first day of the purchase period or on (ii) the purchase date, which is the last day of the purchase period.

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A summary of the option activity during the year ended December 31, 2016 is presented below:      

													
 	Options Outstanding	
 	Shares	 	Weighted Average Exercise Price Per Share	 	Weighted-Average Remaining Contractual Term	 	Aggregate Intrinsic Value	
 	 	 	 	 	(in years)	 	(in thousands)	
Balances at December 31, 2015	5,953,771		 	$	8.92		 	 	 	 	
Options granted	75,000		 	54.87		 	 	 	 	
Options exercised	(1,448,728	)	 	8.24		 	 	 	 	
Options canceled	(422	)	 	55.88		 	 	 	 	
Options forfeited	(93,205	)	 	23.56		 	 	 	 	
Balances at December 31, 2016	4,486,416		 	$	9.59		 	5.18	 	$	147,535		
Vested and expected to vest at December 31, 2016	4,486,401		 	$	9.59		 	5.18	 	$	147,535		
Exercisable at December 31, 2016	4,355,601		 	$	8.59		 	5.09	 	$	146,599		
The stock options are exercisable at a price equal to the market value of the underlying shares of common stock on the date of the grant. For periods prior to the IPO this value was determined by our board of directors. After the IPO, this value was determined by reference to the closing price of our Class A common stock on the New York Stock Exchange on the date of the grant. The total intrinsic value of options exercised during 2016 , 2015 and 2014 was $63.3 million , $224.6 million and $258.0 million , respectively. The total grant date fair value of options vested during 2016 , 2015 and 2014 was $7.8 million , $11.7 million and $15.0 million , respectively. The intrinsic value is the difference between the current fair value of the stock and the exercise price of the stock option.
The following provides a summary of the RSU activity during the year ended December 31, 2016 :

							
 	Number of Shares Underlying Outstanding RSUs	 	Weighted-Average Grant-Date Fair Value per RSU	
Non-Vested outstanding at December 31, 2015	5,406,077		 	$	93.61		
RSUs granted	4,351,657		 	44.61		
RSUs vested	(1,962,420	)	 	92.52		
RSUs forfeited	(654,020	)	 	72.33		
Non-Vested outstanding at December 31, 2016	7,141,294		 	$	65.62		
An RSU award entitles the holder to receive shares of our Class A common stock as the award vests, which is generally based on length of service. Our non-vested RSUs do not have nonforfeitable rights to dividends or dividend equivalents. For awards subject to technology milestones, we will recognize compensation cost over the required service period if it is probable that the technology milestone will be met. If our assessment of the probability of the technology milestone being met changes, we will recognize the impact of the change in estimate in the period of the change.
The weighted-average grant date fair value of RSUs granted in 2016 , 2015 and 2014 was $44.61 , $101.52 and $80.05 , respectively. The total intrinsic value of RSUs vested during 2016 , 2015 and 2014 was $92.5 million , $89.1 million and $12.0 million , respectively.
Stock-based compensation expense is amortized using the straight-line method over the requisite service period. As of December 31, 2016 , total unrecognized compensation expense, adjusted for estimated forfeitures, related to stock options and non-vested RSUs was $469.6 million which is expected to be recognized over a period of 2.5 years .

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The summary of shares available for issuance for equity based awards (including stock options and RSUs) is as follows:

						
 	Shares Available for Grant	
 	2013 Plan	 	2013 ESPP	
Balances at December 31, 2015	6,361,749		 	3,320,668		
Authorized	3,660,223		 	732,044		
Granted	(4,426,657	)	 	(549,327	)	
Canceled	422		 	—		
Forfeited	747,225		 	—		
Balances at December 31, 2016	6,342,962		 	3,503,385		
Pursuant to the provisions of our 2013 Plan, the number of shares authorized for issuance increases annually on January 1 st by the lesser of 5% of the total number of shares of our capital stock outstanding on December 31 st of the preceding calendar year or an amount determined by our board of directors. Pursuant to the provisions of our 2013 ESPP, the number of shares authorized for issuance increases annually on January 1 st by the lesser of 1% of the total number of shares of our capital stock outstanding on December 31 st of the preceding calendar year, 4,000,000 shares of Class A common stock, or an amount determined by our board of directors. There are no shares available for grant under our 2004 plan.
Valuation Assumptions
Stock-based awards granted to our employees, consultants, officers and directors, are measured based on the grant date fair value of the awards.
The weighted average grant date fair value of stock options granted for the year ended December 31, 2016 was $23.73 . For the years ended December 31, 2015 and 2014 , there were no options granted. For the year ended December 31, 2016 , the fair value of options was estimated using the Black-Scholes option pricing model with the following assumptions:

		
 	Year Ended December 31,	
 	2016	
Risk-free interest rates	1.2%	
Expected term	5.2 years	
Expected dividends	None	
Expected volatility	48.0%	
There were 549,327 Class A common stock shares issued under the 2013 ESPP for the year ended December 31, 2016 . For the years ended December 31, 2015 and 2014 , there were no Class A common stock shares issued under the 2013 ESPP. The first offering period under the 2013 ESPP commenced on December 1, 2015. For the years ended December 31, 2016 and 2015 , the fair value of common share purchase rights under the 2013 ESPP was estimated using the Black-Scholes option pricing model with the following assumptions:

			
 	Year Ended December 31,	
 	2016	2015	
Risk-free interest rates	0.5% - 0.6%	0.4%	
Expected term	0.5 years	0.5 years	
Expected dividends	None	None	
Expected volatility	42.0% - 50.1%	48.0%	
The weighted-average, risk-free interest rates are based on the rates for a U.S. Treasury zero coupon issue with a term that approximates the expected life of the award at the date closest to the grant date for stock options and to the first date of the purchase period for shares expected to be issued under our 2013 ESPP. The expected term represents the period that our stock-based awards are expected to be outstanding. For awards of stock options, the expected term assumptions were determined based on actual experience adjusted for expected

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employee exercise behavior. The expected term for shares expected to be issued under our 2013 ESPP is based on the duration of each purchase period, which is approximately six months. We have not paid and do not expect to pay dividends. We estimate expected future volatility based on the annualized daily historical volatility of our stock price.
The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period the estimates are revised. We consider many factors when estimating expected forfeitures, including the types of awards, employee class and historical experience. Forfeitures were estimated at the time of grant and revised if necessary in subsequent periods if actual forfeitures differed from those estimates. Actual results, and future changes in estimates, may differ substantially from our current estimates.
Note 8. Commitments and Contingencies
Operating Lease Commitments
We conduct our operations in leased facilities under leases expiring at various dates through 2029 . We recognize rent expense on a straight-line basis over the defined lease periods. Total rent expense under operating leases, net of sublease income, was approximately $44.1 million , $18.3 million and $7.2 million for the years ended December 31, 2016 , 2015 and 2014 , respectively. Future minimum lease payments under non-cancellable operating leases, net of future minimum lease payments to be received under non-cancellable subleases, as of December 31, 2016 are as follows (in thousands):

					
Year Ending December 31,	 	 	
2017	 	$	35,851		
2018	 	42,663		
2019	 	45,352		
2020	 	43,969		
2021	 	43,239		
Thereafter	 	214,211		
Total minimum lease payments	 	$	425,285		
Liabilities for Loss on Lease Obligations and Related Exit Costs
During the fourth quarter of 2016, we consolidated operations in some of our leased real estate properties and vacated certain leased office spaces.
We recognized additional operating expenses of $13.9 million , of which $5.5 million was the result of the recognition of a cease-use loss. The remainder was recognized as additional depreciation expense attributable to adjustments to the useful lives of certain leasehold improvements. The expense during the year was allocated to operating expenses in accordance with our overhead allocation.
A cease-use loss liability was recorded for the leased office spaces we vacated and was calculated as the present value of the total remaining lease payment obligation offset by estimated sublease rental income, adjusted for deferred items and estimated direct costs to obtain sublease rentals.
Contractual Commitments
Our contractual commitments are associated with agreements that are enforceable and legally binding and that specify all significant terms, including fixed or minimum services to be used, fixed, minimum or variable price provisions, and the approximate timing of the transaction. Obligations under contracts that we can cancel without a significant penalty are not included. As of December 31, 2016 , our contractual commitments were $6.3 million .
Legal Proceedings
We are subject to certain routine legal proceedings, as well as demands and claims that arise in the normal course of our business. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter.
We are not aware of any pending legal proceedings that we believe, individually or in the aggregate, would be expected to have a material adverse effect on our business, operating results, or financial condition. We may, in

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the future, be party to litigation arising in the ordinary course of business, including claims that we allegedly infringe upon third party intellectual property rights. Such claims, even if not meritorious, could result in the expenditure of significant financial and management resources.
Note 9. Retirement Plan
We offer a salary deferral 401(k) plan for our U.S. employees. The plan allows employees to contribute a percentage of their pretax earnings annually, subject to limitations imposed by the IRS. The plan also allows us to make matching contributions, subject to certain limitations. We contributed approximately $3.6 million , $2.8 million and $1.3 million for the years ended December 31, 2016 , 2015 and 2014 , respectively, to the 401(k) plan.
Note 10. Segments and Information about Revenues by Geographic Area
The following table presents our revenues by geographic region of end users who purchased products or services for the periods presented below:

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
United States and Canada	$	586,494		 	$	489,329		 	$	318,835		
International	240,449		 	164,258		 	93,781		
Total revenues	$	826,943		 	$	653,587		 	$	412,616		
Substantially all of our long-lived assets are located in the United States as of December 31, 2016 and 2015 .
Note 11. Net Income (Loss) Per Share
We calculate basic net income (loss) per share by dividing our net income (loss) for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per share is computed giving effect to all potential common shares that were dilutive and outstanding during the period. For the years ended December 31, 2016 and 2015 , basic net loss per share is the same as diluted net loss per share as the inclusion of all potentially dilutive common shares outstanding is anti-dilutive when we are in a net loss position.
The following table presents the computation of basic and diluted net income (loss) per share:      

												
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands, except per share data)	
Net income (loss) per share - basic	 	 	 	 	 	
Net income (loss)	$	(144,449	)	 	$	(83,700	)	 	$	5,873		
Weighted average shares outstanding used to compute basic net income (loss) per share	75,162		 	71,701		 	67,591		
Net income (loss) per share - basic	$	(1.92	)	 	$	(1.17	)	 	$	0.09		
 	 	 	 	 	 	
Net income (loss) per share - diluted	 	 	 	 	 	
Net income (loss)	$	(144,449	)	 	$	(83,700	)	 	$	5,873		
Weighted average shares outstanding used to compute basic net income (loss) per share	75,162		 	71,701		 	67,591		
Effect of potentially dilutive shares:	 	 	 	 	 	
Stock awards	—		 	—		 	6,728		
Weighted average shares outstanding used to compute diluted net income (loss) per share	75,162		 	71,701		 	74,319		
Net income (loss) per share - diluted	$	(1.92	)	 	$	(1.17	)	 	$	0.08		
The following shares subject to outstanding awards were excluded from the computation of diluted net income (loss) per share for the periods presented as their effect would have been antidilutive:

87

	
									
 	Year Ended December 31,	
 	2016	 	2015	 	2014	
 	(in thousands)	
Shares subject to outstanding common stock awards	12,017		 	11,510		 	1,967		
Note 12. Fair Value Measurements
The following table presents the fair value of our financial assets using the fair value hierarchy:

																
 	December 31, 2016	
Description	Level 1	 	Level 2	 	Level 3	 	Total	
 	(in thousands)	
Money market funds	$	872,161		 	$	—		 	$	—		 	$	872,161		
 	 	 	 	 	 	 	 	
 	December 31, 2015	
Description	Level 1	 	Level 2	 	Level 3	 	Total	
 	(in thousands)	
Money market funds	$	736,806		 	$	—		 	$	—		 	$	736,806		
    
We did not have any investments in prime money market funds as of December 31, 2016 . We have no material financial assets or liabilities measured using Level 2 or Level 3 inputs.
Note 13. Quarterly Financial Information (Unaudited)
The following table contains selected unaudited financial data for each quarter of 2016 and 2015 . The unaudited information should be read in conjunction with our financial statements and these notes to the consolidated financial statements. We believe that the following unaudited information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period.

																																
 	Three Months Ended	
 	Dec 31, 2016	 	Sept 30, 2016	 	June 30, 2016	 	March 31, 2016	 	Dec 31, 2015	 	Sept 30, 2015	 	June 30, 2015	 	March 31, 2015	
 	(in thousands, except per share amounts)	
Total revenues	$	250,653		 	$	206,057		 	$	198,535		 	$	171,698		 	$	202,750		 	$	170,832		 	$	149,860		 	$	130,145		
Gross profit	222,950		 	182,027		 	173,671		 	149,205		 	181,115		 	150,956		 	133,107		 	114,724		
Net loss	(21,088	)	 	(30,261	)	 	(47,522	)	 	(45,578	)	 	(41,321	)	 	(13,373	)	 	(18,979	)	 	(10,027	)	
Net loss per share:	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Basic and diluted	$	(0.28	)	 	$	(0.40	)	 	$	(0.64	)	 	$	(0.62	)	 	$	(0.57	)	 	$	(0.19	)	 	$	(0.27	)	 	$	(0.14	)	

88

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.
None.
ITEM 9A.     CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our principal executive officer and principal financial officer, our management conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of December 31, 2016 , the end of the period covered by this report.
In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Based on management's evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are designed to, and are effective to, provide assurance at a reasonable level that the information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2016 based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Based on the results of its evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2016 . The effectiveness of our internal control over financial reporting as of December 31, 2016 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in Item 8 of the Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the three months ended December 31, 2016 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B.     OTHER INFORMATION
Not applicable.

89

PART III
ITEM 10.     DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE     
Information required by this Item is incorporated herein by reference to the sections entitled "Directors and Executive Officers," "Section 16(a) Beneficial Ownership Reporting Compliance," "Corporate Governance and Board Matters," "Director Selections and Nominations" and "Board Meetings and Committees" in our definitive proxy statement with respect to our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ITEM 11.     EXECUTIVE COMPENSATION
Information required by this Item is incorporated herein by reference to the sections entitled "Compensation Tables," "Compensation Discussion and Analysis," "Director Compensation for 2016" and "Board Meetings and Committees" in our definitive proxy statement with respect to our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information required by this Item is incorporated herein by reference to the sections entitled "Security Ownership of Certain Beneficial Owners and Management," and "Equity Compensation Plan Information" in our definitive proxy statement with respect to our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ITEM 13.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
Information required by this Item is incorporated herein by reference to the sections entitled "Director Independence and Related Person Transactions" and "Board Meetings and Committees" in our definitive proxy statement with respect to our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information required by this Item is incorporated herein by reference to the sections entitled "Audit and Non-Audit Fees" and "Item 3 - Ratification of Independent Registered Public Accounting Firm for 2017 Fiscal Year" in our definitive proxy statement with respect to our 2017 Annual Meeting of Stockholders to be filed with the SEC within 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K.
ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) The following documents are filed as part of this Annual Report on Form 10-K:
See Index to Consolidated Financial Statements in Item 8 of this Annual Report on Form 10-K. No financial statement schedules are provided because the information called for is not required or is shown in the consolidated financial statements or related notes.
(b) Exhibits. The following exhibits are included herein or incorporated by reference:

													
 	 	 	 	Incorporated by Reference	 	 	
Exhibit No.	 	Description of Exhibit	 	Form	 	File No.	 	Exhibit	 	Filing Date	 	Filed Herewith	
3.1	 	Amended and Restated Certificate of Incorporation of Tableau Software, Inc.	 	8-K	 	001-35925	 	3.1	 	5/23/2013	 	 	
3.2	 	Amended and Restated Bylaws of Tableau Software, Inc.	 	S-1	 	333-187683	 	3.4	 	4/2/2013	 	 	
4.1.1	 	Form of Class A Common Stock Certificate.	 	S-1/A	 	333-187683	 	4.1.1	 	5/23/2013	 	 	
4.1.2	 	Form of Class B Common Stock Certificate.	 	S-1/A	 	333-187683	 	4.1.2	 	5/23/2013	 	 	

90

	
													
4.2	 	Amended and Restated Investor Rights Agreement, by and among Tableau Software, Inc. and the investors listed on Exhibit A thereto, dated July 27, 2012.	 	S-1	 	333-187683	 	4.2	 	4/2/2013	 	 	
10.1†	 	Tableau Software, Inc. 2004 Equity Incentive Plan.	 	S-1	 	333-187683	 	10.1	 	4/2/2013	 	 	
10.2†	 	Forms of Option Agreement and Option Grant Notice under the 2004 Equity Incentive Plan.	 	S-1	 	333-187683	 	10.2	 	4/2/2013	 	 	
10.3†	 	Tableau Software, Inc. 2013 Equity Incentive Plan, as amended.	 	8-K	 	001-35925	 	10.1	 	5/13/2016	 	 	
10.4†	 	Forms of Option Agreement and Option Grant Notice under the amended 2013 Equity Incentive Plan.	 	S-1	 	333-187683	 	10.4	 	4/2/2013	 	 	
10.5†	 	Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant Notice under the amended 2013 Equity Incentive Plan.	 	10-Q	 	001-35925	 	10.1	 	8/9/2013	 	 	
10.6†	 	Tableau Software, Inc. 2013 Employee Stock Purchase Plan.	 	S-1	 	333-187683	 	10.5	 	4/2/2013	 	 	
10.7†	 	Form of Indemnification Agreement made by and between Tableau Software, Inc. and each of its directors and executive officers.	 	S-1	 	333-187683	 	10.6	 	4/2/2013	 	 	
10.8†	 	Offer Letter between Tableau Software, Inc. and Christian Chabot, dated April 26, 2013.	 	S-1/A	 	333-187683	 	10.7	 	5/6/2013	 	 	
10.9†	 	Offer Letter between Tableau Software, Inc. and Christopher Stolte, dated April 26, 2013.	 	S-1/A	 	333-187683	 	10.8	 	5/6/2013	 	 	
10.10†	 	Offer Letter between Tableau Software, Inc. and Thomas E. Walker, Jr., dated April 26, 2013.	 	S-1/A	 	333-187683	 	10.9	 	5/6/2013	 	 	
10.11†	 	Offer Letter between Tableau Software, Inc. and Kelly Wright, dated February 10, 2005.	 	S-1/A	 	333-187683	 	10.10	 	5/6/2013	 	 	
10.12†	 	Offer Letter between Tableau Software, Inc. and Elissa Fink, dated June 13, 2007.	 	S-1/A	 	333-187683	 	10.11	 	4/2/2013	 	 	
10.13†	 	Offer Letter between Tableau Software, Inc. and Keenan Conder, dated December 16, 2011.	 	S-1/A	 	333-187683	 	10.12	 	5/6/2013	 	 	
10.14†	 	Form of Conversion Agreement entered into between Tableau Software, Inc. and each of Christian Chabot, Christopher Stolte and Patrick Hanrahan.	 	S-1	 	333-187683	 	10.13	 	5/6/2013	 	 	
10.15†	 	Employment Agreement between Tableau Software, Inc. and Adam Selipsky dated August 8, 2016.	 	10-Q	 	001-35925	 	10.1	 	11/4/2016	 	 	
10.16†	 	Separation and Release Agreement between Tableau Software, Inc. and Kelly Wright dated October 27, 2016.	 	 	 	 	 	 	 	 	 	X	

91

	
													
10.17†	 	Employment Agreement between Tableau Software, Inc. and Daniel Miller dated January 19, 2017.	 	 	 	 	 	 	 	 	 	X	
10.18†	 	Amended Employment Agreement between Tableau Software, Inc. and Andrew Beers dated February 21, 2017.	 	 	 	 	 	 	 	 	 	X	
10.19*	 	Software License Agreement between the Board of Trustees of the Leland Stanford Junior University and Tableau Software LLC, dated January 14, 2003.	 	S-1	 	333-187683	 	10.14	 	4/2/2013	 	 	
10.20	 	Amendment No. 1 to Software License Agreement between the Board of Trustees of the Leland Stanford Junior University and Tableau Software LLC, dated June 8, 2004.	 	S-1	 	333-187683	 	10.15	 	4/2/2013	 	 	
10.21	 	Office Lease Agreement between Michael R. Mastro and Tableau Software, Inc., dated February 19, 2009.	 	S-1	 	333-187683	 	10.17	 	4/2/2013	 	 	
10.22	 	First Amendment to Office Lease Agreement between Michael R. Mastro and Tableau Software, Inc., dated April 3, 2009.	 	S-1	 	333-187683	 	10.18	 	4/2/2013	 	 	
10.23	 	Second Amendment to Office Lease Agreement between BBK Lake View, LLC and Tableau Software, Inc., dated March 24, 2011.	 	S-1	 	333-187683	 	10.19	 	4/2/2013	 	 	
10.24	 	Third Amendment to Office Lease Agreement between BBK Lake View, LLC and Tableau Software, Inc., dated August 22, 2012.	 	S-1	 	333-187683	 	10.20	 	4/2/2013	 	 	
10.25†	 	Form of Change in Control Severance Agreement.	 	S-1	 	333-187683	 	10.21	 	4/2/2013	 	 	
10.26	 	Fourth Amendment to Office Lease Agreement between FREMONT LAKE UNION CENTER LLC and Tableau Software, Inc., dated December 11, 2014.	 	10-K	 	001-35925	 	10.23	 	2/27/2015	 	 	
10.27	 	Fifth Amendment to Office Lease Agreement between Fremont Lake Union Center LLC and Tableau Software, Inc., dated March 4, 2015.	 	10-Q	 	001-35925	 	10.1	 	5/8/2015	 	 	
10.28	 	Office Lease Agreement between NorthEdge Developers LLC and Tableau Software, Inc., dated July 2, 2015.	 	10-Q	 	001-35925	 	10.1	 	11/9/2015	 	 	
10.29	 	Sixth Amendment to Office Lease Agreement between Fremont Lake Union Center LLC, KR Lakeview, LLC and Tableau Software, Inc., dated November 19, 2015.	 	10-K	 	001-35925	 	10.25	 	2/25/2016	 		
21.1	 	List of subsidiaries.	 	10-K	 	001-35925	 	10.25	 	2/25/2016	 		
23.1	 	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.	 	 	 	 	 	 	 	 	 	X	

92

	
													
24.1	 	Power of Attorney (included on the signature page hereto).	 	 	 	 	 	 	 	 	 	X	
31.1	 	Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002	 	 	 	 	 	 	 	 	 	X	
31.2	 	Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002	 	 	 	 	 	 	 	 	 	X	
32.1**	 	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	 	 	 	 	 	 	 	 	 	X	
101.INS	 	XBRL Instance Document.	 	 	 	 	 	 	 	 	 	 	
101.SCH	 	XBRL Taxonomy Schema Linkbase Document.	 	 	 	 	 	 	 	 	 	 	
101.CAL	 	XBRL Taxonomy Calculation Linkbase Document.	 	 	 	 	 	 	 	 	 	 	
101.DEF	 	XBRL Taxonomy Definition Linkbase Document.	 	 	 	 	 	 	 	 	 	 	
101.LAB	 	XBRL Taxonomy Extension Label Linkbase Document	 	 	 	 	 	 	 	 	 	 	
101.PRE	 	XBRL Taxonomy Presentation Linkbase Document.	 	 	 	 	 	 	 	 	 	 	

†    Indicates management contract or compensatory plan or arrangement.
*    Confidential treatment for portions of this exhibit has been granted by the Securities and Exchange Commission.
**    Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Registrant's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.    
ITEM 16.     FORM 10-K SUMMARY
None.

93

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Seattle, State of Washington, on this 23rd day of February, 2017.

            

	
	
TABLEAU SOFTWARE, INC.	
By: /s/ Adam Selipsky	
 	
Adam Selipsky	
President and Chief Executive Officer	

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Adam Selipsky, Thomas E. Walker, Jr. and Keenan Conder, or each of them, as his true and lawful attorneys-in-fact and agents, each with the full power of substitution, for him and in his name, place or stead, in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that either of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Annual Report on Form 10-K has been signed by the following persons in the capacities and on the dates indicated.

94

	
					
Signature	 	Title	 	Date	
/s/ Adam Selipsky	 	President, Chief Executive Officer and Director(principal executive officer)	 	February 23, 2017	
Adam Selipsky	 	 	 	 	
 	 	 	 	 	
/s/ Thomas E. Walker, Jr.	 	Chief Financial Officer (principal financial and accounting officer)	 	February 23, 2017	
Thomas E. Walker, Jr.	 	 	 	 	
 	 	 	 	 	
/s/ Christian Chabot	 	Co-founder and Chairman of the Board	 	February 22, 2017	
Christian Chabot	 	 	 	 	
 	 	 	 	 	
/s/ Patrick Hanrahan	 	Chief Scientist, Co-founder and Director	 	February 22, 2017	
Patrick Hanrahan	 	 	 	 	
 	 	 	 	 	
/s/ Christopher Stolte	 	Co-founder and Director	 	February 23, 2017	
Christopher Stolte	 	 	 	 	
 	 	 	 	 	
/s/ Forest Baskett	 	Director	 	February 22, 2017	
Forest Baskett	 	 	 	 	
 	 	 	 	 	
/s/ Billy Bosworth	 	Director	 	February 22, 2017	
Billy Bosworth	 	 	 	 	
 	 	 	 	 	
/s/ Brooke Seawell	 	Director	 	February 22, 2017	
Brooke Seawell	 	 	 	 	
 	 	 	 	 	
/s/ Elliott Jurgensen, Jr.	 	Director	 	February 22, 2017	
Elliott Jurgensen, Jr.	 	 	 	 	
 	 	 	 	 	
/s/ John McAdam	 	Director	 	February 22, 2017	
John McAdam	 	 	 	 	
 	 	 	 	 	
/s/ Hilarie Koplow-McAdams	 	Director	 	February 23, 2017	
Hilarie Koplow-McAdams	 	 	 	 	

95

EXHIBIT INDEX

	
													
EXHIBIT INDEX	 	
 	 	 	 	Incorporated by Reference	 	 	
Exhibit No.	 	Exhibit	 	Form	 	File No.	 	Exhibit	 	Filing Date	 	Filed Herewith	
3.1	 	Amended and Restated Certificate of Incorporation of Tableau Software, Inc.	 	8-K	 	001-35925	 	3.1	 	5/23/2013	 	 	
3.2	 	Amended and Restated Bylaws of Tableau Software, Inc.	 	S-1	 	333-187683	 	3.4	 	4/2/2013	 	 	
4.1.1	 	Form of Class A Common Stock Certificate.	 	S-1/A	 	333-187683	 	4.1.1	 	5/23/2013	 	 	
4.1.2	 	Form of Class B Common Stock Certificate.	 	S-1/A	 	333-187683	 	4.1.2	 	5/23/2013	 	 	
4.2	 	Amended and Restated Investor Rights Agreement, by and among Tableau Software, Inc. and the investors listed on Exhibit A thereto, dated July 27, 2012.	 	S-1	 	333-187683	 	4.2	 	4/2/2013	 	 	
10.1†	 	Tableau Software, Inc. 2004 Equity Incentive Plan.	 	S-1	 	333-187683	 	10.1	 	4/2/2013	 	 	
10.2†	 	Forms of Option Agreement and Option Grant Notice under the 2004 Equity Incentive Plan.	 	S-1	 	333-187683	 	10.2	 	4/2/2013	 	 	
10.3†	 	Tableau Software, Inc. 2013 Equity Incentive Plan, as amended.	 	8-K	 	001-35925	 	10.1	 	5/13/2016	 	 	
10.4†	 	Forms of Option Agreement and Option Grant Notice under the amended 2013 Equity Incentive Plan.	 	S-1	 	333-187683	 	10.4	 	4/2/2013	 	 	
10.5†	 	Form of Restricted Stock Unit Award Agreement and Restricted Stock Unit Award Grant Notice under the amended 2013 Equity Incentive Plan.	 	10-Q	 	001-35925	 	10.1	 	8/9/2013	 	 	
10.6†	 	Tableau Software, Inc. 2013 Employee Stock Purchase Plan.	 	S-1	 	333-187683	 	10.5	 	4/2/2013	 	 	
10.7†	 	Form of Indemnification Agreement made by and between Tableau Software, Inc. and each of its directors and executive officers.	 	S-1	 	333-187683	 	10.6	 	4/2/2013	 	 	
10.8†	 	Offer Letter between Tableau Software, Inc. and Christian Chabot, dated April 26, 2013.	 	S-1/A	 	333-187683	 	10.7	 	5/6/2013	 	 	
10.9†	 	Offer Letter between Tableau Software, Inc. and Christopher Stolte, dated April 26, 2013.	 	S-1/A	 	333-187683	 	10.8	 	5/6/2013	 	 	
10.10†	 	Offer Letter between Tableau Software, Inc. and Thomas E. Walker, Jr., dated April 26, 2013.	 	S-1/A	 	333-187683	 	10.9	 	5/6/2013	 	 	
10.11†	 	Offer Letter between Tableau Software, Inc. and Kelly Wright, dated February 10, 2005.	 	S-1/A	 	333-187683	 	10.10	 	5/6/2013	 	 	
10.12†	 	Offer Letter between Tableau Software, Inc. and Elissa Fink, dated June 13, 2007.	 	S-1/A	 	333-187683	 	10.11	 	4/2/2013	 	 	

96

	
													
10.13†	 	Offer Letter between Tableau Software, Inc. and Keenan Conder, dated December 16, 2011.	 	S-1/A	 	333-187683	 	10.12	 	5/6/2013	 	 	
10.14†	 	Form of Conversion Agreement entered into between Tableau Software, Inc. and each of Christian Chabot, Christopher Stolte and Patrick Hanrahan.	 	S-1	 	333-187683	 	10.13	 	5/6/2013	 	 	
10.15†	 	Employment Agreement between Tableau Software, Inc. and Adam Selipsky dated August 8, 2016.	 	10-Q	 	001-35925	 	10.1	 	11/4/2016	 	 	
10.16†	 	Separation and Release Agreement between Tableau Software, Inc. and Kelly Wright dated October 27, 2016.	 	 	 	 	 	 	 	 	 	X	
10.17†	 	Employment Agreement between Tableau Software, Inc. and Daniel Miller dated January 19, 2017.	 	 	 	 	 	 	 	 	 	X	
10.18†	 	Amended Employment Agreement between Tableau Software, Inc. and Andrew Beers dated February 21, 2017.	 	 	 	 	 	 	 	 	 	X	
10.19*	 	Software License Agreement between the Board of Trustees of the Leland Stanford Junior University and Tableau Software LLC, dated January 14, 2003.	 	S-1	 	333-187683	 	10.14	 	4/2/2013	 	 	
10.20	 	Amendment No. 1 to Software License Agreement between the Board of Trustees of the Leland Stanford Junior University and Tableau Software LLC, dated June 8, 2004.	 	S-1	 	333-187683	 	10.15	 	4/2/2013	 	 	
10.21	 	Office Lease Agreement between Michael R. Mastro and Tableau Software, Inc., dated February 19, 2009.	 	S-1	 	333-187683	 	10.17	 	4/2/2013	 	 	
10.22	 	First Amendment to Office Lease Agreement between Michael R. Mastro and Tableau Software, Inc., dated April 3, 2009.	 	S-1	 	333-187683	 	10.18	 	4/2/2013	 	 	
10.23	 	Second Amendment to Office Lease Agreement between BBK Lake View, LLC and Tableau Software, Inc., dated March 24, 2011.	 	S-1	 	333-187683	 	10.19	 	4/2/2013	 	 	
10.24	 	Third Amendment to Office Lease Agreement between BBK Lake View, LLC and Tableau Software, Inc., dated August 22, 2012.	 	S-1	 	333-187683	 	10.20	 	4/2/2013	 	 	
10.25†	 	Form of Change in Control Severance Agreement.	 	S-1	 	333-187683	 	10.21	 	4/2/2013	 	 	
10.26	 	Fourth Amendment to Office Lease Agreement between FREMONT LAKE UNION CENTER LLC and Tableau Software, Inc., dated December 11, 2014.	 	10-K	 	001-35925	 	10.23	 	2/27/2015	 	 	
10.27	 	Fifth Amendment to Office Lease Agreement between Fremont Lake Union Center LLC and Tableau Software, Inc., dated March 4, 2015.	 	10-Q	 	001-35925	 	10.1	 	5/8/2015	 	 	

97

	
													
10.28	 	Office Lease Agreement between NorthEdge Developers LLC and Tableau Software, Inc., dated July 2, 2015.	 	10-Q	 	001-35925	 	10.1	 	11/9/2015	 	 	
10.29	 	Sixth Amendment to Office Lease Agreement between Fremont Lake Union Center LLC, KR Lakeview, LLC and Tableau Software, Inc., dated November 19, 2015.	 	10-K	 	001-35925	 	10.25	 	2/25/2016	 		
21.1	 	List of subsidiaries.	 	10-K	 	001-35925	 	10.25	 	2/25/2016	 		
23.1	 	Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm.	 	 	 	 	 	 	 	 	 	X	
24.1	 	Power of Attorney (included on the signature page hereto).	 	 	 	 	 	 	 	 	 	X	
31.1	 	Certification of Periodic Report by Principal Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002	 	 	 	 	 	 	 	 	 	X	
31.2	 	Certification of Periodic Report by Principal Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002	 	 	 	 	 	 	 	 	 	X	
32.1**	 	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	 	 	 	 	 	 	 	 	 	X	
101.INS	 	XBRL Instance Document.	 	 	 	 	 	 	 	 	 	 	
101.SCH	 	XBRL Taxonomy Schema Linkbase Document.	 	 	 	 	 	 	 	 	 	 	
101.CAL	 	XBRL Taxonomy Calculation Linkbase Document.	 	 	 	 	 	 	 	 	 	 	
101.DEF	 	XBRL Taxonomy Definition Linkbase Document.	 	 	 	 	 	 	 	 	 	 	
101.LAB	 	XBRL Taxonomy Extension Label Linkbase Document	 	 	 	 	 	 	 	 	 	 	
101.PRE	 	XBRL Taxonomy Presentation Linkbase Document.	 	 	 	 	 	 	 	 	 	 	

†    Indicates management contract or compensatory plan or arrangement.
*    Confidential treatment for portions of this exhibit has been granted by the Securities and Exchange Commission.
**    Document has been furnished, is not deemed filed and is not to be incorporated by reference into any of the Registrant's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, irrespective of any general incorporation language contained in any such filing.    

98

	
		
	Tableau Software, Inc.
837 North 34 th  Street, Suite 200
Seattle, Washington 98103
Phone: (206) 633-3400
Fax: (206) 260-3272	

SEPARATION AND RELEASE AGREEMENT

October 27, 2016

Kelly Breslin Wright

This Separation and Release Agreement (“Agreement”) confirms your separation and retirement from employment at Tableau Software, Inc. (the “Company”) and sets forth our entire agreement regarding your retirement. The Effective Date of this Agreement shall be as stated in Section 13 herein.

1.	Separation Date . Your last day of employment with the Company shall be December 31, 2016, or such earlier date that either you or the Company ends your employment earlier pursuant to Section 3 below. Your last day of employment, whenever it occurs, shall be the “Separation Date.”	

2.	Transition Period . Between now and the Separation Date (the “Transition Period”), you will remain employed by the Company pursuant to the following terms:	
		
a.	Duties.  During the Transition Period, you will remain employed by the Company as an advisor to, and will perform transition related duties as directed by, the CEO. At all times, both during the Transition Period and after (to the extent terms survive the termination of your employment), you must continue to comply with all of the Company’s policies and procedures and with all of your statutory and contractual obligations to the Company (including, without limitation, your obligations under your Employee Confidentiality and Inventions Assignment Agreement).	

b.	Termination Date for Sales Compensation Plan . For the purposes of your Sales Compensation Plan only, your “Termination Date” as such date is used therein shall be the Separation Date.	

c.	Compensation/Benefits.  During the Transition Period, your base salary will remain the same, and you will continue to be eligible for the Company’s standard benefits, subject to the terms and conditions applicable to such plans and programs. Restricted stock units (“RSUs”) and unexercised stock options (“Options”) previously granted to you by the Company (the “Equity Awards”), will continue to vest under the existing terms and conditions set forth in the governing plan documents and associated restricted stock unit and option agreements between you and the Company. ESPP	

contributions, if enrolled, will continue during the Transition Period. If the Separation Date occurs prior to an ESPP purchase date, all amounts contributed through such date will be refunded via payroll.
3. Termination .  You are entitled to resign your employment for any reason. Additionally, the Company is entitled to terminate your employment for any reason, with or without Cause (as defined below). If, prior to December 31, 2016, your employment ends due to your death or disability, or you resign for any reason, or the Company terminates your employment without Cause, then you will be paid for any unpaid salary, commissions and vacation accrued through your Separation Date. In addition, if the Company terminates your employment without Cause, then you will also (a) receive a lump sum payment equal to the salary you would have earned had you remained employed through December 31, 2016 (the “Severance”) , and (b) remain eligible for the separation benefit set forth in Section 4 below, subject to the terms and conditions set forth therein. If the Company terminates your employment with Cause, your employment will end immediately and you will not receive any further compensation or benefits from the Company (including the Severance and the separation benefit set forth in Section 4 below), except for any unpaid salary, commissions and vacation accrued through your Separation Date. For purposes of this Agreement, “Cause” for termination of your employment will mean any of the following: (i) your failure to substantially perform your duties and responsibilities to the Company or violation of a Company policy; (ii) your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in injury to the Company; (iii) unauthorized use or disclosure by you of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company; or (iv) your willful breach of any of your obligations under any written agreement with the Company. If you become eligible for the Severance, you must execute the Separation Date Release attached hereto as Exhibit A on the Separation Date, and allow such release to become effective, as a precondition to receipt of the Severance. The Severance, if paid, would be paid on the 30 th day after the Separation Date, and would be subject to legal and normal withholdings and deductions.
4. Separation Benefit .  You acknowledge and agree that you are not eligible to receive any severance benefits from the Company except as provided in this Agreement, and that the Company is not otherwise obligated to pay you any amount or provide you with any benefits as a result of your retirement or the termination of your employment. Nevertheless, subject to the terms and conditions set forth in Section 3 above, if you remain employed by the Company through December 31, 2016 (or are terminated by the Company without Cause prior to such date) and sign the Separation Date Release attached hereto as Exhibit A on the Separation Date and allow that release to become effective, then the Company will accelerate the vesting of your RSUs and Options such that, as of the Separation Date, 100% of the unvested portion of the Equity Awards will be deemed fully vested as of the Separation Date. You agree that you will abide by the Company’s Insider Trading Policy as if you were an employee of the Company until such time as the next trading window opens after December 31, 2016, and thereafter to the extent required by such Insider Trading Policy. To the extent you revoke the Separation Date Release as permitted by its terms, you agree that the Company may cancel or require reimbursement of any or all of the amounts associated with the vesting of the Equity Awards on or about December 31, 2016, and that you shall

remain bound by the terms of this Agreement with the exception of the Separation Date Release. You acknowledge and agree that, absent this Agreement, you are not otherwise entitled to the accelerated vesting provided by this Section 4.

5. Health Insurance and Benefits . Your Company-paid health benefits will continue through the last day of the month in which the Separation Date occurs. Pursuant to your rights under the COBRA statute and regulations, you have the opportunity to elect to continue group medical, dental and vision coverage through the Company for a period of 18 additional months. You will be receiving COBRA enrollment paperwork from REHN & Associates, Inc. Your participation in all other employee benefit plans and programs will end either (a) on the Separation Date, or (b) on the last day of the month in which the Separation Date falls, as so provided in the applicable benefit plan or program; provided that the end of your participation in any pension benefit plan(s) in which you may have participated will be determined in accordance with the written plan documents governing those plan(s).

6. No Further Compensation . You acknowledge that, except as expressly provided in this Agreement, you will not be due and will not receive any additional compensation, severance, or benefits after the Separation Date.

7. 401(k) . If your 401(k) balance is under $1,000, the Company may request that you roll your vested 401(k) funds out of the Company-sponsored 401(k) retirement plan. If you have an outstanding 401(k) loan balance, it becomes immediately due upon termination. If you do not repay the loan, the outstanding loan balance will become taxable income as set forth in the Company’s 401(k) plan document.

8. Expense Reimbursement . You agree that, within five days after the Separation Date, you will submit your final documented expense reimbursement statement reflecting all business expenses you incurred through the Separation Date, if any, for which you seek reimbursement. Your failure to submit such a statement within this time period will constitute your acknowledgment and admission that you have already submitted for reimbursement all business expenses that you incurred on behalf of the Company. The Company will reimburse you for these expenses pursuant to its regular business practice.

9. Full Payment . By the next regularly scheduled payroll following the Separation Date, the Company will pay you your normal wages for the most recent pay period through the Separation Date, plus your accrued but unused vacation hours, if any. If your compensation includes commissions, then you will also be paid any commissions that are earned, as defined by the applicable Sales Compensation Plan Terms and Conditions, as of the Termination Date as provided as Section 2.b herein. You will receive these payments regardless of whether you sign this Agreement .  You acknowledge that these payments, together with the payments you have already received, represent full payment of all compensation and benefits of any kind (including wages, salary, vacation, sick leave, commissions, bonuses, incentive compensation and equity participation) that you earned as a result of your employment by the Company, including pay for all hours worked.  In addition, any and all agreements to pay you compensation or benefits of any kind are terminated.  The Company

owes you, and shall owe you, no further compensation or benefits of any kind, except as described above.

10. Return of Company Property . You agree to return to the Company on the Separation Date all Company documents (and all copies thereof) and other Company property within your possession, custody, or control, including, but not limited to, Company files, notes, drawings, records, business plans and forecasts, financial information, specifications, customer lists, programs, computer-recorded information, tangible property (including, but not limited to, computers, tablets, cell phones, credit cards, phone cards, entry cards and keys), and any other material of any kind which contains or embodies any proprietary or confidential information of the Company, and all reproductions thereof (including any information written or recorded in digital or electronic form). Your timely return of all such Company documents and other property is a condition precedent to your receipt of the benefits provided under this Agreement.

11. Proprietary Information Obligations . You hereby acknowledge your continuing obligations under your Employee Confidentiality and Inventions Assignment Agreement, including without limitation the obligations (a) not to use or disclose the Company’s confidential or proprietary information, (b) to disclose to the Company any patent applications filed by you or on your behalf, and (c) not to solicit or induce any of the employees of the Company to leave its employ. A copy of your Employee Confidentiality and Inventions Assignment Agreement is attached hereto as Exhibit B .

12. Release of Claims .
a.      General Release. In consideration for the payments and benefits described herein, and as a material inducement of the Company to enter into this Agreement, you and your successors, heirs, executors, assigns, and (if applicable) marital community or domestic partnership community hereby irrevocably and unconditionally waive, release and forever discharge the Company, any Company-sponsored employee benefit plans, and all related organizations and affiliates, together with each of its and their respective past, present and future directors, officers, shareholders, trustees, fiduciaries, employees, agents and insurers, and each of its and their successors and predecessors, from any and all claims, actions, charges, rights, damages, promises or expenses of whatever nature (including attorneys’ fees and costs), either known or presently unknown, which you may now have, have ever had, or may in the future have, arising on or before the time you sign this Agreement. You agree that this release is fairly and knowingly made, and you represent and warrant that you have all necessary authority to enter into this Agreement and that you have not transferred or assigned any interest in any claims to your spouse or domestic partner or to any other third party.
b.      Scope of Release. This general release includes, but is not limited to: (i) all claims arising out of or in any way related to your employment with the Company or the termination of that employment; (ii) all claims related to your compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options or any other ownership interests in the Company; (iii) all claims for breach of contract, wrongful termination or breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress and

discharge in violation of public policy; and (v) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; the Age Discrimination in Employment Act, as amended (the “ADEA”); the Older Worker’s Protection Act; the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Equal Pay Act; the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (except for any vested benefits under any tax qualified benefit plan); Executive Order 1141; the Fair Credit Reporting Act; the Family and Medical Leave Act, as amended; the Washington Consumer Protection Act, Chapter 19.86 RCW; the Washington Law Against Discrimination, as amended, RCW 49.60 et. seq. ; the Washington Minimum Wage Act, as amended; the Washington Family Care Act, as amended, RCW 49.12.265 – .295; Washington’s Domestic Violence Leave Law, Chapter 49.76 RCW; Washington’s Military Family Leave Law, Chapter 49.77 RCW; any provision of Title 49 of the Revised Code of Washington; any provision of Title 296 of the Washington Administrative Code; any claim alleging the exception to the Industrial Insurance Act of Washington, established by RCW 51.24.020, for injury inflicted with “deliberate intention;” any claim for violation of any provision of Chapter 14.04 of the Seattle Municipal Code; and claims arising under any other applicable federal, state or local law, regulation, or ordinance relating to employment or benefits associated with employment, or dealing with discrimination in employment on the basis of sex, sexual harassment, race, national origin, religion, age, ancestry, physical disability, medical status, veteran status, marital status, or sexual orientation. The foregoing list is meant to be illustrative rather than inclusive.
c.      Release of Unknown Claims: It is expressly understood and agreed that a portion of the consideration being provided to you by the Company under this Agreement is in consideration for the release of any claims and injuries the nature, extent and amount of which are not known, and despite reasonable diligence could not now be known (“unknown claims”), and the intent and agreement of you and the Company is that any and all unknown claims are and shall be released by this Agreement regardless of any principle or rule of law to the contrary. You acknowledge that there is a risk that, after signing this Agreement, you may learn information that might have affected your decision to enter into this Agreement. You acknowledge, for example, that you may learn that you have suffered injuries of which you are not presently aware. You assume this risk and all other risks of any mistake in entering into this Agreement.
d.      Excluded Claims: The foregoing notwithstanding, nothing in this Agreement shall release any claims you or the Company may have with regard to (i) vested benefits under ERISA, worker’s compensation or unemployment compensation claims, (ii) any other claim that may not be lawfully released by private agreement, or (iii) any claims arising from the breach of this Agreement In addition, nothing in this Agreement prevents you from filing, cooperating with, or participating in any proceeding before an appropriate governmental or administrative agency.

13. ADEA Waiver . You further acknowledge that you are knowingly and voluntarily waiving and releasing any rights you may have under the ADEA. You also acknowledge that the consideration given for such waiver is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing, as required by the ADEA, that: (a) your waiver does not apply to any rights or claims that arise after the date you

sign this Agreement; (b) you should consult with an attorney prior to signing this Agreement; (c) you have 21 days to consider this Agreement (although you may choose to voluntarily sign it sooner); (d) you have seven days following the date you sign this Agreement to revoke (in a written revocation sent to Brett Thompson, VP of Human Resources); and (e) this Agreement will not be effective until the date upon which the revocation period has expired, which will be the eighth day after you sign this Agreement (the “Effective Date”).

14. Workers Compensation Claims . You acknowledge and agree that you have already filed workers’ compensation claim(s) for any and all on-the-job injuries you suffered while employed by the Company, and that you have not suffered any on-the-job injuries for which you have not already filed a workers’ compensation claim.
15. Additional Consideration for Receipt of Separation Benefit . In addition to your agreement to be bound by the Release of Claims at Section 12, and the other provisions of this Agreement, you agree to the following:

a.	Confidential Information and Inventions Assignment Agreement. In the event you fail to comply with your continuing obligations under your Confidential Information and Inventions Assignment Agreement attached hereto as Exhibit B, including but not limited to the obligations described at Section 11, you agree that, in addition to any other available remedies, the Company reserves the right to cancel or require reimbursement of any or all of the benefits provided to you under this Agreement.	

b.	Agreement Not to Compete. While you are employed by the Company and for 12 months after the Separation Date (the “Non-Competition Period”), you agree that you shall not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, compete with the Company or any of its affiliates or undertake any planning for any business competitive with the Company or any of its affiliates (“Restricted Activity”). Restricted Activity includes without limitation accepting employment or a consulting position with any person who is, or at any time within 12 months prior to the Separation Date has been, a competitor of the Company or any of its affiliates. For the purposes of this Agreement, the business of the Company and its affiliates shall include all products planned, researched, developed, under development, tested, manufactured, sold, licensed, leased or otherwise distributed or put into use by the Company or any of its affiliates, together with all services provided or planned by the Company or any of its affiliates, during your employment. The foregoing shall not prohibit your passive ownership of 2% or less of the equity securities of any publicly traded company. The Company reserves the right, in addition to any other remedies, to cancel or require reimbursement of any or all of the benefits provided to you under this Agreement if you violate the terms of this Section 15(b).	
16. Non-admission of Liability . This Agreement shall not be construed as an admission of wrongdoing by either party. The Company specifically disclaims any liability to you for any

alleged violation of your rights and/or any alleged violation of order, law, statute, duty or contract on the party of the Company.

17. Cooperation . You agree to cooperate with and assist the Company (including making yourself available at reasonable times and places) so as to aid the Company in connection with any matters related to your employment by the Company or about which you are knowledgeable; provided, however that your cooperation with such matters shall not interfere unreasonably with your subsequent employment, if any.

18. Non-disparagement . You will not disparage the Company; its officers, directors, employees, shareholders, and agents; or its business or products in any way that is likely to be harmful to its or their business, business reputation, or personal reputation, and you will not encourage any third parties to do so. Without limiting the generality of the foregoing, you will not post disparaging comments in Internet chat rooms, on Internet web sites, or via instant messaging, and you will not be involved with maintaining an Internet chat room or web site that suggests, or suggesting through instant messaging, that others comment on the Company or its management, business or products.

19. Confidentiality . The terms and provisions of this Agreement will be held in strictest confidence by you and the Company and will not be publicized or disclosed in any manner whatsoever. Nothing in this provision, however, shall prohibit disclosure of this Agreement (a) to the parties’ respective attorneys, accountants, and tax advisors; (b) as may be required by law or by regulatory inquiry, judicial process, or court order; or (c) for the purpose of enforcing any provision of this Agreement.

20. Voluntary Agreement . You understand the significance and consequences of this Agreement, and acknowledge that it is voluntary and has not been given as a result of any deception or coercion. You are hereby advised to consult with an attorney of your choice prior to signing this Agreement.  You also acknowledge that you have been given full opportunity to review this Agreement, and sign this Agreement only after full reflection and analysis.

21. Governing Law, Jurisdiction, Venue and Attorneys' Fees . This Agreement shall be governed by and construed according to the laws of the State of Washington, without regard to conflicts of laws principles. In the event of any legal action regarding or arising out of this Agreement, you and the Company each consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, and agree that the substantially prevailing party in any such action, including any and all related appellate proceedings, shall be entitled to reimbursement for its reasonable costs and attorney's fees, including those for in-house counsel.

22. Severability . If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

23. No Reliance . You acknowledge that you have had the opportunity to conduct an investigation into the facts and evidence relevant to your decision to sign this Agreement, and that

you were advised that you should consult with an attorney prior to signing this Agreement. You acknowledge that, in deciding to enter into this Agreement, you have not relied on any promise, representation, or other information not contained in this Agreement. By entering into this Agreement, you are assuming all risks that you may be mistaken as to the true facts, or may have an incorrect or incomplete understanding of the true facts. You will have no claim to rescind this Agreement on the basis of any alleged mistake, misrepresentation, or failure to disclose any fact.

24. Entire Agreement . This Agreement, including Exhibit A and Exhibit B, constitutes the complete, final and exclusive embodiment of the entire agreement between you and the Company with regard to its subject matter. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations. The Agreement shall not be modified or varied except by a written document signed by both you and a duly-authorized officer of the Company. This Agreement shall be binding upon and inure to the benefit of you and the Company, and your and its legal representatives, heirs, beneficiaries, administrators, executors, successors and assigns. This Agreement shall be interpreted fairly in accordance with its terms and without any strict construction in favor of or against any of the parties; any ambiguity in this Agreement shall not be construed against either party as the drafter. This Agreement may be executed in counterparts (including facsimile and/or email/PDF) that, taken together, will be effective as if they were a single document.

[ remainder of page intentionally left blank; signature page follows ]

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE BY THE UNDERSIGNED EMPLOYEE OF KNOWN AND UNKNOWN CLAIMS, IF ANY, THAT HAVE ARISEN TO THE DATE THIS AGREEMENT IS SIGNED BY THE EMPLOYEE. THE UNDERSIGNED FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT, AGREE THAT IT IS FAIR AND EQUITABLE, AND ACKNOWLEDGE THAT THEY ARE SIGNING IT FREELY, VOLUNTARILY AND NOT BECAUSE OF ANY DECEPTION OR COERCION.

TABLEAU SOFTWARE, INC.

By:     /s/ Keenan Conder            

Name:    Keenan Conder

Title:    EVP General Counsel

Date:     10/27/2016                

I HAVE READ, UNDERSTAND AND AGREE FULLY TO THE FOREGOING AGREEMENT :

EMPLOYEE

/s/ Kelly Breslin Wright            
Kelly Breslin Wright            

Date: 10/27/2016                

Attachments:     Exhibit A (Separation Date Release)
Exhibit B (Employee Confidentiality and Inventions Assignment Agreement)

Exhibit A

SEPARATION DATE RELEASE

In exchange for the separation benefits to be provided to me by Tableau Software, Inc. (the “Company”) pursuant to the Separation and Release Agreement between the Company and me (the “Agreement”), and other valuable consideration provided therein, I hereby provide the following Separation Date Release.
1.    In exchange for consideration to which I would not otherwise be entitled, I, on behalf of myself and (if applicable) my marital community or domestic partnership community, hereby irrevocably and unconditionally waive, release and forever discharge the Company, any Company-sponsored employee benefit plans, and all related organizations and affiliates, together with each of its and their respective past, present and future directors, officers, shareholders, trustees, fiduciaries, employees, agents and insurers, and each of its and their successors and predecessors, from any and all claims, actions, charges, rights, damages, promises or expenses of whatever nature (including attorneys’ fees and costs), either known or presently unknown, which I may now have, have ever had, or may in the future have, arising on or before the date I sign this Separation Date Release. I agree that this release is fairly and knowingly made, and I represent and warrant that I have all necessary authority to enter into this Separation Date Release and that I have not transferred or assigned any interest in any claims to my spouse or domestic partner or to any other third party.
2.    This general release includes, but is not limited to: (a) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (b) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options or any other ownership interests in the Company; (c) all claims for breach of contract, wrongful termination or breach of the implied covenant of good faith and fair dealing; (d) all tort claims, including claims for fraud, defamation, emotional distress and discharge in violation of public policy; and (e) all federal, state, and local statutory claims, including but not limited to claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under Title VII of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991; the Americans with Disabilities Act; the Age Discrimination in Employment Act, as amended (the “ADEA”); the Older Worker’s Protection Act; the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the Equal Pay Act; the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (except for any vested benefits under any tax qualified benefit plan); Executive Order 1141; the Fair Credit Reporting Act; the Family and Medical Leave Act, as amended; the Washington Consumer Protection Act, Chapter 19.86 RCW; the Washington Law Against Discrimination, as amended, RCW 49.60 et. seq. ; the Washington Minimum Wage Act, as amended; the Washington Family Care Act, as amended, RCW 49.12.265 – .295; Washington’s Domestic Violence Leave Law, Chapter 49.76 RCW; Washington’s Military Family Leave Law, Chapter 49.77 RCW; any provision of Title 49 of the Revised Code of Washington; any provision of Title 296 of the Washington Administrative Code; any claim alleging the exception to the Industrial Insurance Act of Washington, established by RCW 51.24.020, for injury inflicted with “deliberate intention;” any claim for violation of any provision of Chapter 14.04 of the Seattle Municipal Code; and claims

arising under any other applicable federal, state or local law, regulation, or ordinance relating to employment or benefits associated with employment, or dealing with discrimination in employment on the basis of sex, sexual harassment, race, national origin, religion, age, ancestry, physical disability, medical status, veteran status, marital status, or sexual orientation. I understand that the foregoing list is meant to be illustrative rather than inclusive.

3.    I understand and agree that a portion of the consideration being provided to me by the Company under the Agreement and this Separation Date Release is in consideration for the release of any claims and injuries the nature, extent and amount of which are not, and despite reasonable diligence could not now be known (“unknown claims”) and that any principle or rule of law to the contrary, I intend and agree that any and all unknown claims I may have are and shall be released.
        
4.    I further understand and agree as follows: (a) that there is a risk that subsequent to the Separation Date, I may incur or suffer loss, damages or injuries which may in some way be caused by the recruitment, hiring, employment and termination of my employment, but which are unknown, unsuspected and unanticipated at the time this Separation Date Release is signed, and I warrant that I am not aware of any such circumstance now; and (b) that I hereby assume the above-mentioned risks and understand that the release contained in this Separation Date Release shall apply to all unknown, unsuspected or unanticipated results of the recruitment, hiring, employment and termination of my employment, as well as those known, suspected and anticipated.
5.    I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I acknowledge that the consideration given for this waiver and release is in addition to anything of value to which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) this waiver and release does not apply to any rights or claims that arise after the date I sign this Separation Date Release; (b) I should consult with an attorney prior to signing this Separation Date Release; (c) I have twenty-one (21) days to consider this Separation Date Release (although I may choose to voluntarily sign it sooner); (d) I have seven (7) days following the date I sign this Separation Date Release to revoke (in a written revocation sent to Brett Thompson, the Company’s VP of Human Resources); and (e) this Separation Date Release will not be effective until the date upon which the revocation period has expired, which will be the eighth day after I sign this Separation Date Release.
6.    Notwithstanding the foregoing, I am not hereby releasing the Company from any of the following claims or rights: (a) vested benefits under ERISA, worker’s compensation or unemployment compensation claims, (b) any other claim that may not be lawfully released by private agreement, or (c) any claims arising from the breach of the Agreement or this Separation Date Release. In addition, nothing in this Separation Date Release prevents me from filing, cooperating with, or participating in any proceeding before an appropriate administrative agency.
7.    I hereby represent that to date: (a) I have been paid all compensation owed and have been paid for all hours worked; (b) I have received all the leave and leave benefits and protections for which I am eligible pursuant to the federal Family and Medical Leave Act, or otherwise; and

(c) I have not suffered any on-the-job injury for which I have not already filed a workers’ compensation claim.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT INCLUDES A RELEASE BY THE UNDERSIGNED EMPLOYEE OF KNOWN AND UNKNOWN CLAIMS, IF ANY, THAT HAVE ARISEN TO THE DATE THIS AGREEMENT IS SIGNED BY THE EMPLOYEE. THE UNDERSIGNED FULLY UNDERSTAND THE FINAL AND BINDING EFFECT OF THIS AGREEMENT, AGREE THAT IT IS FAIR AND EQUITABLE, AND ACKNOWLEDGE THAT THEY ARE SIGNING IT FREELY, VOLUNTARILY AND NOT BECAUSE OF ANY DECEPTION OR COERCION.

TABLEAU SOFTWARE, INC.

By:     /s/ Keenan Conder            

Name:    Keenan Conder

Title:    EVP General Counsel

Date:     1/19/2017                

I HAVE READ, UNDERSTAND AND AGREE FULLY TO THE FOREGOING SEPARATION DATE RELEASE :

EMPLOYEE

/s/ Kelly Breslin Wright            
Kelly Breslin Wright        

Date: 1/19/2017                

Exhibit B

Employee Confidentiality and Inventions Assignment Agreement

In consideration of my employment or continued employment by TABLEAU SOFTWARE, INC. ("Company"), and the compensation now and hereafter paid to me, I hereby agree as follows:

1. CONFIDENTIALITY.
1.1      Nondisclosure; Recognition of Company's Rights. At all times during my employment and thereafter, I will hold in confidence and will not disclose, use, lecture upon, or publish any of Company's Confidential Information (defined below), except as such use is required in connection with my work for Company, or unless the Chief Executive Officer (the "CEO" ) of Company expressly authorizes in writing such disclosure or publication. I will obtain the CEO's written approval before publishing or submitting for publication any material (written, oral, or otherwise) that relates to my work at Company and/or incorporates any Confidential Information. I hereby assign to Company any rights I have or acquire in any and all Confidential Information and recognize that all Confidential Information shall be the sole and exclusive property of Company and its assigns.
1.2      Confidential Information. The term "Confidential Information" shall mean any and all confidential knowledge, data or information related to Company's business or its actual or demonstrably anticipated research or development, including without limitation (a) trade secrets, inventions, ideas, processes, computer source and object code, data, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; (b) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers; (c) information regarding the skills and compensation of Company's employees, contractors, and any other service providers of Company; and (d) the existence of any business discussions, negotiations, or agreements between Company and any third party.
1.3      Third Party Information. I understand, in addition, that Company has received and in the future will receive from third parties confidential or proprietary information ("Third Party Information") subject to a duty on Company's part to maintain the confidentiality of such information and to use it only for certain limited purposes. During the term of my employment and thereafter, I will hold Third Party Information in strict confidence and will not disclose to anyone (other than Company personnel who need to know such information in connection with their work for Company) or use, except in connection with my work for
 
Company, Third Party Information, unless expressly authorized by an officer of Company in writing.
		
1.4	No Improper Use of Information of Prior	
A. Employers and Others. I represent that my employment by Company does not and will not breach any agreement with any former employer, including any noncompete agreement or any agreement to keep in confidence information acquired by me in confidence or trust prior to my employment by Company. I further represent that I have not entered into, and will not enter into, any agreement, either written or oral, in conflict herewith. During my employment by Company, I will not improperly use or disclose any confidential information or trade secrets of any former employer or other third party to whom I have an obligation of confidentiality, and I will not bring onto the premises of Company or use any unpublished documents or any property belonging to any former employer or other third party to whom J have an obligation of confidentiality, unless consented to in writing by that former employer or person. I will use in the performance of my duties only information that is generally known and used by persons with training and experience comparable to my own, is common knowledge in the industry or otherwise legally in the public domain, or is otherwise provided or developed by Company.
		
2.	INVENTIONS.	

2.1 Inventions and Intellectual Property Rights. As used in this Agreement, the term "Invention" means any ideas, concepts, information, materials, processes, data, programs, know-how, improvements, discoveries, developments, designs, artwork, formulae, other copyrightable works, and techniques and all Intellectual Property Rights therein. The term "Intellectual Property Rights" means all trade secrets, copyrights, trademarks, mask work rights, patents and other intellectual property rights recognized by the laws of any jurisdiction or country.
2.2 Prior Inventions. I agree that I will not incorporate, or permit to be incorporated, Prior Inventions (defined below) in any Company Inventions (defined below) without Company's prior written consent. In addition, I agree that I will not incorporate into any Company software or otherwise deliver to Company any software code licensed under

the GNU GPL or LGPL or any other license that, by its terms, requires or conditions the use or distribution of such code on the disclosure, licensing, or distribution of any source code owned or licensed by Company. I have disclosed on Exhibit A complete list of all Inventions that I have, or I have caused to be, alone or jointly with others, conceived, developed, or reduced to practice prior to the commencement of my employment by Company, in which I have an ownership interest or which l have a license to use, and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If no Prior Inventions are listed in Exhibit A, I warrant that there are no Prior Inventions. If , in the course of my employment with Company, I incorporate a Prior Invention into a Company process, machine or other work, I hereby grant Company a non-exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide license, with rights to sublicense through multiple levels of sublicensees, to reproduce, make derivative works of, distribute, publicly perform, and publicly display in any form or medium, whether now known or later developed, make, have made, use, sell, import, offer for sale, and exercise any and all present or future rights in, such Prior Invention.
2.3      Assignment of Company Inventions. Subject to the section titled "Government or Third Party" and except for Inventions that I can prove qualify fully under the provisions of Section 49.44.140 of the Revised Code of Washington (hereinafter "RCW 49.44.140") and I have set forth in Exhibit A, I hereby assign and agree to assign in the future (when any such Inventions or Intellectual Property Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to Company all my right, title, and interest in and to any and all Inventions (and all Intellectual Property Rights with respect thereto) made, conceived, reduced to practice, or learned by me, either alone or with others, during the period of my employment by Company. Inventions assigned to Company or to a third party as directed by Company pursuant to the section titled "Government or Third Party" are referred to in this Agreement as "Company Inventions."
2.4      Obligation to Keep Company Informed. During the period of my employment and for one (1) year thereafter, I will promptly and fully disclose to Company in writing (a) all Inventions authored, conceived, or reduced to practice by me, either alone or with others, including any that might be covered under RCW 49.44.140, and (b) all patent applications filed by me or in which I am named as an inventor or co-inventor.
2.5      Government or Third Party. I also agree to assign all my right, title, and interest in and to any particular Company Invention to a third party, including without limitation the United States, as directed by Company.
2.6      Enforcement of Intellectual Property Rights and Assistance. During the period of my employment and thereafter, I will assist Company in every proper way to obtain and enforce United States and foreign Intellectual Property Rights relating to Company Inventions in all countries. In the event Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to
 
further such purposes with the same legal force and effect as if executed by me.
3. RECORDS. I agree to keep and maintain adequate and current records (in the form of notes, sketches, drawings and in any other form that is required by Company) of all Inventions made by me during the period of my employment by Company, which records shall be available to, and remain the sole property of, Company at all times.
4. ADDITIONAL ACTIVITIES. I agree that (a) during the term of my employment by Company, I will not, without Company's express written consent, engage in any employment or business activity that is competitive with, or would otherwise conflict with my employment by, Company, and (b) for the period of my employment by Company and for one (I) year thereafter, I will not, either directly or indirectly, solicit or attempt to solicit any employee, independent contractor, or consultant of Company to terminate his, her or its relationship with Company in order to become an employee, consultant or independent contractor to or for any other person or entity.
5. RETURN OF C OMPANY PR OPERTY. Upon termination of my employment or upon Company's request at any other time, I will deliver to Company all of Company's property, equipment, and documents, together with all copies thereof, and any other material containing or disclosing any Inventions, Third Party Information or Confidential Information of Company and certify in writing that I have fully complied with the foregoing obligation. I agree that I will not copy, delete, or alter any information contained upon my Company computer before I return it to Company. I further agree that any property situated on Company's premises and owned by Company is subject to inspection by Company personnel at any time with or without notice. Prior to leaving, I will cooperate with Company in attending an exit interview and completing and signing Company's termination statement.
6. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of Company, I hereby consent to the notification of my new employer of my rights and obligations under this Agreement, by Company's providing a copy of this Agreement or otherwise.
		
7.	GENERAL PROVISIONS.	
7.1      Governing Law and Venue. This Agreement and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of Washington, without giving effect to any conflicts of laws principles that require the application of the law of a different state. I hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for the county in which Company's principal place of business is located for any lawsuit filed there against me by Company arising from or related to this Agreement.
7.2      Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

7.3      Survival. This Agreement shall survive the termination of my employment and the assignment of this Agreement by Company to any successor-in-interest or other assignee and be binding upon my heirs and legal representatives.
7.4      Employment. I agree and understand that nothing in this Agreement shall confer any right with respect to continuation of employment by Company, nor shall it interfere in any way with my right or Company's right to terminate my employment at any time, with or without cause and with or without advance notice.
7.5      Notices. Each party must deliver all notices or other communications required or permitted under this Agreement in writing to the other party at the address listed on the signature page, by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally-recognized express mail service. Notice will be effective upon receipt or refusal of delivery. If delivered by certified or registered mail, any such notice will be considered to have been given five (5) business days after it was mailed, as evidenced by the postmark. If delivered by courier or express mail service, any such notice shall be considered to have been given on the delivery date reflected by the courier or express mail service receipt. Each party may change its address for receipt of notice by giving notice of such change to the other party.
7.6      Injunctive Relief. I acknowledge that, because my services are personal and unique and because I will have access to the Confidential Information of Company, any breach of this Agreement by me would cause irreparable injury to Company for which monetary damages would not be an adequate remedy and, therefore, will entitle
 
Company to injunctive relief (including specific performance). The rights and remedies provided to each party in this Agreement are cumulative and in addition to any other rights and remedies available to such party at law or in equity.
7.7      Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
7.8      Export. I agree not to export, directly or indirectly, any U.S. technical data acquired from Company or any products utilizing such data, to countries outside the United States, because such export could be in violation of the United States export laws or regulations.
7.9      Entire Agreement. The obligations pursuant to sections of this Agreement titled "Confidentiality" and "Inventions" shall apply to any time during which l was previously employed, or am in the future employed, by Company as an independent contractor if no other agreement governs nondisclosure and assignment of inventions during such period. This Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior communications between us with respect to such matters. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by me and the CEO of Company. Any subsequent change or changes in my duties, salary or compensation will not affect the validity or scope of this Agreement.

This Agreement shall be effective as of the first day of my employment with Company.

	
			
EMPLOYEE:	 	COMPANY: TABLEAUSOFTWARE	
I ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT AND HAVE BEEN GIVEN THE OPPORTUNITY TO DISCUSS IT WITH INDEPENDENT LEGAL COUNSEL.    	 	ACCEPTED AND AGREED:	
 	 	 	
/s/ Kelly Breslin Wright	 	/s/ Thomas E. Walker, Jr.	
(Signature)	 	(Signature)	
By: Kelly Breslin Wright                                                   	 	By: Thomas E. Walker, Jr                                                    	
Title: Sales Director                                                           	 	Title: VP, Finance & Administration                                 	
Date:   2/11/05	 	Date:   2/28/05	
 	 	Address: 400 N. 34th Street, Suite 200, Seattle, WA 98103	

EXHIBIT A
INVENTIONS

1.	Prior Inventions Disclosure. The following is a complete list of all Prior Inventions:	

[X] None

[ ] See immediately below:

	

	

	

		
2.	Limited Exclusion Notification.	

THIS IS TO NOTIFY you in accordance with Section 49.44.140 of the Revised Code of Washington that the foregoing Agreement between you and Company does not require you to assign or offer to assign to Company any Invention that you develop entirely on your own time without using Company's equipment, supplies, facilities or trade secret information, except for those Inventions that either:

a.      Relates directly to the Company's business, or actual or demonstrably anticipated research or development; or

b.	Result from any work performed by you for Company.	

To the extent a provision in the foregoing Agreement purports to require you to assign an Invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.

This limited exclusion does not apply to any patent or Invention covered by a contract between Company and the United States or any of its agencies requiring full title to such patent or Invention to be in the United States.

	
		
	Tableau Software, Inc.
837 North 34 th  Street, Suite 400
Seattle, Washington 98103
Phone: (206) 633-3400
Fax: (206) 633-3004	

January 19, 2017
Daniel J. Miller

Dear Dan:
On behalf of Tableau Software, Inc. (the “Company”), I am very pleased to offer you employment as the Company’s Executive Vice President, Worldwide Field Sales, Services and Support on the terms and conditions set forth in this letter agreement (the “Agreement”). We are all very excited to have you join the team.
1. Position: Your title will be Executive Vice President, Worldwide Field Sales, Services and Support, reporting to me as the Company’s Chief Executive Officer (“CEO”). This is a full-time position based out of the Company’s headquarters in Seattle, Washington. By signing this Agreement, you confirm to the Company that you have no contractual commitments or other legal obligations that would prohibit you from performing your duties for the Company. Your employment with the Company will start on or before March 1, 2017 (the “Start Date”).
2. Cash Compensation .
(a)    Salary.  The Company will pay you a salary of $450,000 per year, less applicable deductions and withholdings, to be paid each month in accordance with the Company’s payroll practices. This salary will be subject to adjustment pursuant to the Company’s annual executive performance assessment and compensation policies in effect from time to time.
(b)    Performance Bonuses. Each calendar year, you will be eligible to earn an annual incentive bonus in an amount up to 100% of your annual base salary. Whether you receive such a bonus, and the amount of any such bonus, shall be determined based upon the achievement of performance objectives as established by the CEO and approved by the Compensation Committee of the Board of Directors. Any bonus shall be paid in accordance with the Company’s standard executive performance assessment schedule, only after the Compensation Committee’s determination that a bonus shall be awarded. Unless otherwise provided herein, you must be employed on the day that your bonus (if any) is paid in order to earn the bonus.
(c)    Signing Bonus. Subject to you starting work on or before March 1, 2017, the Company will pay you a lump sum cash signing bonus of $350,000, subject to applicable deductions and withholdings. The signing bonus will be paid in a lump sum in your first year of employment on an agreed upon date, however, the amount shall be deemed earned, for the purposes of this provision only, in twelve equal monthly installments. If you are terminated for Cause or you resign without Good Reason, in either case within the first twelve months of your employment, then you shall be required to repay (or if not paid then forfeit) that portion of the signing bonus not yet deemed earned, within thirty days after your final day of employment.
   
3. Equity . The Company shall, subject to the final approval of the Compensation Committee and the commencement of your employment, grant you:

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	Tableau Software, Inc.
837 North 34 th  Street, Suite 400
Seattle, Washington 98103
Phone: (206) 633-3400
Fax: (206) 633-3004	

Restricted stock units (“RSUs”) covering a number of shares of the Company’s Class A Common Stock equal to (x) $4.75 million divided by (y) the average closing sales price of the Company’s Class A Common Stock for the forty-five calendar day period preceding your Start Date, rounding up to the nearest whole share.
Twenty-five percent (25%) of the RSUs will vest on February 15, 2018, and the remainder will vest quarterly over the three following years, so long as you remain in the Continuous Service of the Company (as defined in the Company’s 2013 Equity Incentive Plan), subject to acceleration as set forth in your Change in Control Severance Agreement with the Company.
The RSUs are collectively referred to herein as the “Initial Hire Grant” and shall be made pursuant to the terms and conditions of the Company’s standard form RSU Grant Notice and Agreement previously approved for use by the Board under the company’s 2013 Equity Incentive Plan (the “Plan”).
After this Initial Hire Grant, you will eligible for additional equity awards in connection with the Compensation Committee’s annual review of executive compensation. The first such annual review process is expected to conclude in the first calendar quarter of 2018.
4. Benefits.  You will be eligible to participate in the Company’s standard benefit programs, subject to the terms and conditions of such plans. You are also eligible to participate in the Company’s executive relocation assistance program. The Company may, from time to time, change these benefits in its discretion. Additional information regarding these benefits is available for your review upon request.
5. Severance.
(a)    Termination for Cause. If, at any time, the Company terminates your employment for Cause (as defined herein), you will receive your base salary accrued through your last day of employment, as well as any unused vacation (if applicable) accrued through your last day of employment. Under these circumstances, you will not be entitled to any other form of compensation from the Company, including any severance benefits.
(b)    Termination without Cause.  If, within the twelve month period following the Start Date, the Company terminates your employment without Cause (as defined herein), or you resign for Good Reason (not in the context of a Change of Control, but as otherwise defined in paragraph 6(g) of your Change in Control Severance Agreement) or as a result of your death or disability (with timing and other modifications necessary to satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A and related regulations), and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below, you shall be entitled to receive the following severance benefits (collectively, the “Severance Benefits”):
(i)    an amount equal to twelve months of your then-current base salary, less all applicable withholdings and deductions, paid over such twelve month period on the schedule described below (the “Salary Continuation”);

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	Tableau Software, Inc.
837 North 34 th  Street, Suite 400
Seattle, Washington 98103
Phone: (206) 633-3400
Fax: (206) 633-3004	

(ii)    a lump-sum cash payment equal to your target bonus for the calendar year in which your Separation from Service occurs, prorated based on the percentage of the calendar year that you were employed by the Company, less deductions and withholdings, paid at the same time as the first Salary Continuation payment set forth in subsection (i) above;
(iii)    if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company shall pay the COBRA premiums necessary to continue your health insurance coverage in effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the twelve month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that the payment of the COBRA premiums could result in a violation of applicable law, then in lieu of providing the COBRA premiums, the Company, in its sole discretion, may elect to instead pay you on the first day of each month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings, for the remainder of the COBRA Payment Period, which you may, but are not obligated to, use toward the cost of COBRA premiums. If you become eligible for substantially equivalent coverage under another employer's group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause shall cease; and
Such Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Confidential Information and Inventions Assignment Agreement; (b) your delivering to the Company an effective, general release of claims in favor of the Company in a form acceptable to the Company within 60 days following your termination date. The Salary Continuation will be paid in equal installments on the Company’s regular payroll schedule and will be subject to applicable tax withholdings over the period outlined above following the date of your termination date; provided, however, that no payments will be made prior to the 60th day following your Separation from Service. On the 60th day following your Separation from Service, the Company will pay you in a lump sum the Salary Continuation that you would have received on or prior to such date under the original schedule but for the delay while waiting for the 60th day in compliance with Code Section 409A and the effectiveness of the release, with the balance of the Salary Continuation being paid as originally scheduled.
For sake of clarity, you shall not be eligible for severance benefits under this Section 5(b) if your termination constitutes a Covered Termination under your Change in Control Severance Agreement (as described in Section 5(d) below).
(c)    Definition of Cause . For purposes of this Agreement, “Cause” shall mean one or more of the following: (i) your willful failure substantially to perform your duties and responsibilities to the Company or deliberate and material violation of a Company policy; (ii) your commission of any act of fraud, embezzlement, dishonesty or any other willful misconduct that has caused or is reasonably expected to result in material injury to the Company; (iii) your unauthorized use or disclosure of any proprietary information or trade secrets of the Company or any other party to whom you owe an obligation of nondisclosure as a result of your relationship with the Company;

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	Tableau Software, Inc.
837 North 34 th  Street, Suite 400
Seattle, Washington 98103
Phone: (206) 633-3400
Fax: (206) 633-3004	

or (iv) your willful and material breach of any of your obligations under any written agreement or covenant with the Company. The determination as to whether you are being terminated for Cause shall be made in good faith by the Company. The foregoing definition does not in any way limit the Company’s ability to terminate your employment at any time.
(d)    Change in Control Severance Agreement. You will also be eligible for severance benefits under the Company’s standard executive form of Change in Control Severance Agreement.
6. Section 409A.  It is intended that all of the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Code Section 409A provided under Treasury Regulations 1.409A‑1(b)(4), 1.409A‑1(b)(5) and 1.409A‑1(b)(9), and this Agreement will be construed to the greatest extent possible as consistent with those provisions. For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A‑2(b)(2)(iii)), your right to receive any installment payments under this letter (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. Notwithstanding any provision to the contrary in this Agreement, if you are deemed by the Company at the time of your Separation from Service to be a “specified employee” for purposes of Code Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be “deferred compensation”, then to the extent delayed commencement of any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to you prior to the earliest of (i) the expiration of the six-month period measured from the date of your Separation from Service with the Company, (ii) the date of your death or (iii) such earlier date as permitted under Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump sum to you, and any remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.
7. Employment Policies/Confidentiality Obligations. As a condition of your employment, you will be expected to adhere to the general employment policies and practices of the Company, including signing and abiding by the Company’s standard form of Confidential Information and Inventions Assignment Agreement.
8. Indemnification and D&O Insurance.  You will receive an indemnification agreement for your service as an officer of the Company consistent with indemnification agreements in place with other executive officers of the Company. As an officer of the Company, you will also be included in the Company’s annual Director and Officer Insurance program.
9. At-Will Employment . Your employment with Company will be “at-will.” This means that either you or Company may terminate your employment at any time, with or without Cause, and with or without advance notice.
10. Arbitration.  To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the

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	Tableau Software, Inc.
837 North 34 th  Street, Suite 400
Seattle, Washington 98103
Phone: (206) 633-3400
Fax: (206) 633-3004	

enforcement, breach, performance, or interpretation of this Agreement, your employment with the Company, or the termination of your employment, shall be resolved, to the fullest extent permitted by law, by final, binding and confidential arbitration in Seattle, Washington, by JAMS, Inc. (“JAMS”) or its successor, under JAMS’ then applicable rules and procedures. You acknowledge that by agreeing to this arbitration procedure, both you and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding.  You will have the right to be represented by legal counsel at any arbitration proceeding. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; and (b) issue a written statement signed by the arbitrator regarding the disposition of each claim and the relief, if any, awarded as to each claim, the reasons for the award, and the arbitrator’s essential findings and conclusions on which the award is based. The arbitrator shall be authorized to award all relief that you or the Company would be entitled to seek in a court of law. The Company shall pay all JAMS arbitration fees in excess of the administrative fees that you would be required to pay if the dispute were decided in a court of law. Nothing in this Agreement is intended to prevent either you or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.
11. Miscellaneous. This Agreement (together with the agreements referenced herein) is the complete and exclusive statement of all of the terms and conditions of your employment with the Company, and supersedes and replaces any and all prior agreements or representations with regard to the subject matter hereof, whether written or oral. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it cannot be modified, amended or extended except in a writing signed by you and a duly authorized member of the Board. This Agreement is intended to bind and inure to the benefit of and be enforceable by you and the Company, and our respective successors, assigns, heirs, executors and administrators, except that you may not assign any of your duties or rights hereunder without the express written consent of the Company. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced as if such invalid, illegal or unenforceable provisions had never been contained herein. This Agreement and the terms of your employment with the Company shall be governed in all aspects by the laws of the State of Washington.
This offer is subject to our mutual acceptance of the terms and conditions of this Agreement, as well as customary and final background and reference checks, as well as your formal resignation from your current employer. This offer, if not accepted, will expire at the close of business on Wednesday, January 25, 2017.

* * * * *
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5

	
		
	Tableau Software, Inc.
837 North 34 th  Street, Suite 400
Seattle, Washington 98103
Phone: (206) 633-3400
Fax: (206) 633-3004	

If you agree to the terms and conditions set forth herein, please sign below.
We look forward to having you join us. If you have any questions about this Agreement, please do not hesitate to call me.
Best regards,
TABLEAU SOFTWARE

/s/ Adam Selipsky            

Adam Selipsky
Chief Executive Officer

Accepted and agreed:

/s/ Dan Miller                
Dan Miller

Date: 1/19/17                

6

	
		
	Tableau Software, Inc.
1621 N. 34 th  St.
Seattle, WA 98103 USA
Phone: (206) 633-3400

February 21, 2017
Andrew Beers
Tableau Software, Inc.
1621 N. 34 th Street
Seattle, Washington 98103

Dear Andrew:
As you know, you are currently employed by Tableau Software, Inc. (the “Company”) as its Chief Development Officer, and joined the Company pursuant to the terms of an offer letter from the Company dated August 10, 2004 (the “Original Offer Letter”). The terms and conditions set forth herein shall become effective as of the date above, and shall supersede and replace the terms and conditions set forth in your Original Offer Letter.
1.    Position.
You shall remain employed as the Company’s Chief Development Officer, reporting to the Chief Executive Officer, working out of the Company’s office in Seattle, Washington. You shall devote your best efforts and full business time, skill and attention to the performance of your duties for the Company.
2.    Compensation.
Your base salary is $350,000 per year, payable in accordance with the Company’s regular payroll schedule. You are eligible to participate in the Company’s incentive bonus plan for non-sales employees, under which qualified full time employees have a target bonus of up to 10% of base salary tied to achievement of Company performance goals.
You are also eligible to receive a discretionary bonus of up to $140,000 in 2017, based in part on Company performance, but where the actual amount of any such bonus will be determined based on the achievement of subjective performance criteria.
3.    Benefits.
You are eligible to participate in the Company’s benefit plans and programs, subject to the terms and conditions of those plans. You are also eligible for severance benefits under the Executive Change in Control Severance Agreement approved by the Compensation Committee of the Board of Directors of the Company. You are not eligible for any severance benefits other than those set forth in such agreement.
4.    Equity.
You have been granted options to purchase shares of the Company’s Class B common stock (the “Options”), and restricted stock units (the “RSUs”) which shall continue to be governed by the terms of the applicable equity plan, grant notice, option and RSU agreements. You remain eligible to receive additional equity grants in the future in the discretion of the Board of Directors and / or the Compensation Committee.

1.

	
		
	Tableau Software, Inc.
1621 N. 34 th  St.
Seattle, WA 98103 USA
Phone: (206) 633-3400

5.    Employee Confidentiality and Inventions Assignment Agreement.
You are expected to continue complying with the terms of the Employee Confidentiality and Inventions Assignment Agreement that you executed in connection with the commencement of your employment.
6.    At-Will Employment.
Employment with the Company is for no specific period of time. Your employment with the Company remains “at will,” meaning that either you or the Company may terminate your employment at any time, with or without cause or advance notice. This “at will” employment relationship also means that the Company may change your job duties, title, compensation and benefits, as well as other terms and conditions of employment, with or without cause or advance notice. The “at will” nature of your employment, however, may only be changed in a written agreement approved by the Board of Directors and/or Compensation Committee, signed by you and a duly authorized member or authorized designee of the Board of Directors and / or Compensation Committee.
7.    Outside Activities.
While you render services to the Company, you agree that you will not engage in any other employment, consulting or other business activity without the written consent of the Company. While you render services to the Company, you also will not assist any person or entity in competing with the Company, in preparing to compete with the Company or in hiring any employees or consultants of the Company.
8.    Entire Agreement.
This letter, together with your equity documentation, the Employee Confidentiality and Inventions Assignment Agreement, your Change in Control Severance Agreement and your Indemnification Agreement, represents the entire agreement between you and the Company on such subject matters and supersedes and replaces any prior representations, promises, understandings or agreements, whether oral or written, between you and the Company regarding the subject matter described in this letter, including the Original Offer Letter. This letter agreement may only be changed in a written document approved by the Board of Directors and/or Compensation Committee, signed by you and a duly authorized member or authorized designee of the Board of Directors and / or Compensation Committee.
9.    Choice of Law .
This Agreement is to be governed by the laws of the state of Washington without reference to conflicts of laws principles. In case any provision contained in this agreement shall, for any reason, be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and such provision will be reformed, construed and enforced so as to render it valid and enforceable consistent with the general intent of the parties insofar as possible.
Please sign below to indicate your acceptance of these terms.
Sincerely,
TABLEAU SOFTWARE, INC.
/s/ Keenan Conder

2.

	
		
	Tableau Software, Inc.
1621 N. 34 th  St.
Seattle, WA 98103 USA
Phone: (206) 633-3400

I have read and accept the terms set forth herein:
/s/ Andrew Beers

Andrew Beers
Dated: February 21, 2017

3.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-188717, 333-195356, 333-208134 and 333-214451) of Tableau Software, Inc. of our report dated February 23, 2017 relating to the consolidated financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP
Seattle, Washington
February 23, 2017

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Adam Selipsky, certify that:

		
1.	I have reviewed this Annual Report on Form 10-K of Tableau Software, Inc.;	

		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

		
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

			
 	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

			
 	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

			
 	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

			
 	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

		
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	

			
 	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	

			
 	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: February 23, 2017                                 

	
	
By: /s/ Adam Selipsky	
Adam Selipsky	
President and Chief Executive Officer	
(Principal Executive Officer)	

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas E. Walker, Jr., certify that:

		
1.	I have reviewed this Annual Report on Form 10-K of Tableau Software, Inc.;	

		
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;	

		
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;	

		
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:	

			
 	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;	

			
 	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;	

			
 	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and	

			
 	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and	

		
5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):	

			
 	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and	

			
 	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.	
Date: February 23, 2017                 

	
		
 	By: /s/ Thomas E. Walker, Jr.	
 	Thomas E. Walker, Jr.	
 	Chief Financial Officer	
 	(Principal Financial and	
 	Accounting Officer)	

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002*

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350), Adam Selipsky, President and Chief Executive Officer (Principal Executive Officer) of Tableau Software, Inc. (the “Company”), and Thomas E. Walker, Jr., Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, each hereby certifies that, to the best of his knowledge:

1.	The Company’s Annual Report on Form 10-K for the year ended December 31, 2016 , to which this Certification is attached as Exhibit 32.1 (the “Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act, and	

2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.	

			
 	 	 	
Date: February 23, 2017	 	 	
 	 	 	
/s/ Adam Selipsky	 	/s/ Thomas E. Walker, Jr.	
Adam Selipsky	 	Thomas E. Walker, Jr.	
 	 	 	
President and Chief Executive Officer	 	Chief Financial Officer	
 	 	 	
(Principal Executive Officer)	 	(Principal Financial and Accounting Officer)	

*This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Tableau Software, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.