UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
(cid:133) REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934
OR
⌧ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 2015
OR
(cid:133) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
OR
(cid:133) SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number 000-28584
CHECK POINT SOFTWARE TECHNOLOGIES
LTD.
(Exact name of Registrant as specified in its charter)
ISRAEL
(Jurisdiction of incorporation or organization)
5 Ha’Solelim Street, Tel Aviv 6789705, Israel
(Address of principal executive offices)
John Slavitt, Esq.
General Counsel
Check Point Software Technologies, Inc.
959 Skyway Road, Suite 300
San Carlos, CA 94070 U.S.A.
Tel: (650) 628-2110
Fax: (650) 649-1975
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
Title of each class
Ordinary shares, NIS 0.01 nominal value
Name of exchange on which registered
NASDAQ Global Select Market
Securities registered or to be registered pursuant to Section 12(g) of the Act. None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2015.
174,901,523 Ordinary Shares, nominal value NIS 0.01 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act: Yes ⌧ No (cid:133)
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934: Yes (cid:133) No ⌧
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the 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 ⌧ No (cid:133)
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 ⌧ No (cid:133)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See
definitions of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act.
Large Accelerated filer ⌧ Accelerated filer (cid:133) Non-accelerated filer (cid:133)
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
⌧ U.S. GAAP
(cid:133) International Financial Reporting Standards as issued by the International Accounting Standards Board
(cid:133) Other
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the
registrant has elected to follow. Item 17 (cid:133) Item 18 (cid:133)
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act): Yes (cid:133) No ⌧
Currency of Presentation and Certain Defined Terms
In this Annual Report on Form 20-F, references to “U.S.” or “United States” are to the United States of America, its territories
and possessions; and references to “Israel” are to the State of Israel. References to “$”, “dollar” or “U.S. dollar” are to the legal
currency of the United States of America; references to “NIS” or “Israeli shekel” are to the legal currency of Israel; references to
“Euro” are to the legal currency of the European Union; and references to “Swedish Krona” are to the legal currency of the Kingdom
of Sweden. Our financial statements are presented in U.S. dollars and are prepared in conformity with accounting principles generally
accepted in the United States of America, or U.S. GAAP.
All references to “we,” “us,” “our” or “Check Point” shall mean Check Point Software Technologies Ltd., and, unless
specifically indicated otherwise or the context indicates otherwise, our consolidated subsidiaries.
Forward-Looking Statements
Some of the statements contained in this Annual Report on Form 20-F are forward-looking statements that involve risks and
uncertainties. The statements contained in this Annual Report on Form 20-F that are not purely historical are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended, including, without limitation, statements regarding: our expectations for our business, trends related to our
business and the markets in which we operate and into which we sell products; future amounts and sources of our revenue; our future
costs and expenses; the adequacy of our capital resources; our expectations with respect to share repurchases by us and dividend
payments by us; our ongoing relationships with our current and future customers and channel partners; and our other expectations,
beliefs, intentions and strategies. In some cases, you can identify forward-looking statements by terminology, such as “may,” “will,”
“could,” “should,” “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” “predicts,” “potential,” or “continue” or the
negative of these terms or other comparable terminology. These statements are subject to known and unknown risks, uncertainties and
other factors, which may cause our actual results to differ materially from those implied by the forward-looking statements. Many of
these risks, uncertainties and assumptions are described in the risk factors set forth in “Item 3 – Key Information – Risk Factors” and
elsewhere in this Annual Report on Form 20-F. All forward-looking statements included in this Annual Report on Form 20-F, are
based on information available to us on the date of the filing. We undertake no obligation to update or revise any of the forward-
looking statements after the date of the filing, except as required by applicable law.
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TABLE OF CONTENTS
PART I
Item 1.
Identity of Directors, Senior Management and Advisers
Item 2.
Offer Statistics and Expected Timetable
Item 3.
Key Information
Item 4.
Information on Check Point
Item 4A. Unresolved Staff Comments
Item 5.
Operating and Financial Review and Prospects
Item 6.
Directors, Senior Management and Employees
Item 7.
Major Shareholders and Related Party Transactions
Item 8.
Financial Information
Item 9.
The Offer and Listing
Item 10.
Additional Information
Item 11.
Quantitative and Qualitative Disclosures about Market Risk
Item 12.
Description of Securities Other than Equity Securities
PART II
Item 13.
Defaults, Dividend Arrearages and Delinquencies
Item 14.
Material Modifications to the Rights of Security Holders and Use of Proceeds
Item 15.
Controls and Procedures
Item 16.
Reserved
Item 16A. Audit Committee Financial Expert
Item 16B. Code of Ethics
Item 16C. Principal Accountant Fees and Services
Item 16D. Exemptions from the Listing Standards for Audit Committees
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
Item 16F. Change in Registrant’s Certifying Accountant
Item 16G. Corporate Governance
Item 16H. Mine Safety Disclosure
Item 17.
Financial Statements
Item 18.
Financial Statements
Item 19.
Exhibits
PART III
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4
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28
28
38
48
48
49
50
62
64
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PART I
ITEM 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not applicable.
ITEM 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
Not applicable.
ITEM 3.
KEY INFORMATION
Selected Financial Data
We prepare our historical consolidated financial statements in accordance with U.S. GAAP. The selected financial data, set forth
in the table below, have been derived from our audited historical financial statements for each of the years from 2011 to 2015. The
selected consolidated statement of income data for the years 2013, 2014 and 2015, and the selected consolidated balance sheet data at
December 31, 2014 and 2015, have been derived from our audited consolidated financial statements set forth in “Item 18 – Financial
Statements.” The selected consolidated statement of income data for the years 2011 and 2012, and the selected consolidated balance
sheet data at December 31, 2011, 2012, and 2013, have been derived from our previously published audited consolidated financial
statements, which are not included in this Annual Report on Form 20-F. These selected financial data should be read in conjunction
with our consolidated financial statements, as set forth in Item 18, and are qualified entirely by reference to such consolidated
financial statements.
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Consolidated Statements of Income Data:
Revenues
Operating expenses (*):
Cost of revenues
Research and development
Selling and marketing
General and administrative
Restructuring and other acquisition related costs
Total operating expenses
Operating income
Financial income, net
Income before taxes on income
Taxes on income
Net income
Basic earnings per ordinary share
2015
2014
Year ended December 31,
2013
(in thousands)
2012
2011
$1,629,838 $1,495,816 $1,394,105 $1,342,695 $1,246,986
189,057
149,279
359,804
91,981
—
790,121
839,717
34,073
873,790
187,924
175,683
110,147
253,800
65,182
—
604,812
642,174
41,040
683,214
139,248
$ 685,866 $ 659,571 $ 652,800 $ 620,000 $ 543,966
2.63
$
162,634 159,161
121,764 111,911
276,067 255,345
69,743
72,735
—
—
633,200 596,160
760,905 746,535
34,931
40,332
795,836 786,867
143,036 166,867
176,541
133,300
306,363
78,558
—
694,762
801,054
28,762
829,816
170,245
3.04 $
3.34 $
3.83 $
3.50 $
Shares used in computing basic earnings per
ordinary share
Diluted earnings per ordinary share
Shares used in computing diluted earnings per
ordinary share
179,218
188,487
$
3.74 $
3.43 $
195,647 203,918
2.96 $
3.27 $
206,917
2.54
183,619
192,300
199,487 209,170
213,922
(*)
Including pre-tax charges for stock based compensation, amortization of intangible assets and acquisition related expenses in the
following items:
Amortization of intangible assets and acquisition related expenses
Cost of revenues
Research and development
Selling and marketing
Stock-based compensation
Cost of revenues
Research and development
Selling and marketing
General and administrative
Consolidated Balance Sheet Data:
Working capital
Total assets
Shareholders’ equity
Capital stock
$ 1,808 $
6,146
3,267
240 $
— — —
612 $ 3,982 $31,171
—
1,866 2,408 3,046 12,754
967
$ 1,585 $ 1,090 $ 1,048 $
7,471
11,544
9,284 9,001 8,594
16,351 13,339 11,193 9,677
7,888
46,822 39,456 29,870 26,187 23,509
829 $
2015
2014
December 31,
2013
(in thousands)
2012
2011
$ 678,981 $ 780,825 $ 617,520 $1,061,143 $1,007,533
5,069,880 4,948,818 4,886,437 4,544,885 4,128,063
3,531,866 3,637,559 3,602,097 3,346,309 3,073,091
631,282
775,691 693,986
988,105
859,898
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Risk Factors
An investment in our ordinary shares involves a high degree of risk. The risks and uncertainties described below are not the only
ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, also may
become important factors that affect us. If any of the following risks materialize, our business, financial condition, results of
operations and prospects could be materially harmed. In that event, the market price of our ordinary shares could decline and you
could lose part or all of your investment.
Risks Related to Our Business and Our Market
If the market for information and network security solutions does not continue to grow, our business will be adversely affected
The market for information and network security solutions may not continue to grow. Continued growth of this market will
depend, in large part, upon:
•
•
•
•
•
•
•
the continued expansion of Internet usage and the number of organizations adopting or expanding intranets;
the continued adoption of “cloud” infrastructure by organizations;
the ability of the infrastructures implemented by organizations to support an increasing number of users and services;
the continued development of new and improved services for implementation across the Internet and between the Internet
and intranets;
the adoption of data security measures as it pertains to data encryption and data loss prevention technologies;
government regulation of the Internet and governmental and non-governmental requirements and standards with respect to
data security and privacy; and
general economic conditions in the markets in which we, our customers and our suppliers operate.
In 2015, global and regional economies around the world and financial markets, remained volatile as a result of a multitude of
factors, including adverse credit conditions, changes in economic activity, concerns about inflation and deflation, fluctuating energy
costs, decreased consumer confidence, reduced capital spending, adverse business conditions and liquidity concerns and other factors.
During this period, many organizations limited their expenditures and a significant portion of such organizations have remained
reluctant to increase expenditures. If challenging economic conditions continue or worsen, it may cause our customers to reduce or
postpone their technology spending significantly, which could result in reductions in sales of our products, longer sales cycles, slower
adoption of new technologies and increased price competition.
Further, if the necessary infrastructure or complementary products and services are not developed in a timely manner and,
consequently, the enterprise security, data security, Internet or intranet markets fail to grow or grow more slowly than we currently
anticipate, our business, operating results and financial condition may be materially adversely affected. Additional details are
provided in “Item 4 – Information on Check Point.”
We may not be able to successfully compete, which could adversely affect our business and results of operations
The market for information and network security solutions is intensely competitive and we expect that competition will continue
to increase in the future. Our competitors include Cisco Systems, Inc., Juniper Networks, Inc., Fortinet Inc., SonicWall Inc. (owned
by Dell Inc.), Palo Alto Networks, Inc., WatchGuard Technologies, Inc., McAfee, Inc. (owned by Intel Corporation), Sourcefire, Inc.
(owned by Cisco Systems Inc.), and other companies in the network security space. We also compete with several other companies,
including Microsoft Corporation, Symantec Corporation, International Business Machines Corporation, Hewlett-Packard, FireEye,
Inc. and Websense Inc. with respect to specific products that we offer. There are hundreds of small and large companies that offer
security products and services that we may compete with from time to time.
Some of our current and potential competitors have various advantages over us, including longer operating histories; access to
larger customer bases; significantly greater financial, technical and marketing resources; a broader portfolio of products, applications
and services; and larger patent and intellectual property portfolios. As a result, they may be able to adapt better than we can to new or
emerging technologies and changes in customer requirements, or to devote greater resources to the promotion and sale of their
products. Furthermore, some of our competitors with more diversified product portfolios and larger customer bases may be better able
to withstand a reduction in spending on information and network security solutions, as well as a general slowdown or recession in
economic conditions in the markets in which they operate. In addition, some of our competitors have greater financial resources than
we do, and they have offered, and in the future may offer, their products at lower prices than we do, or may bundle security products
with their other offerings, which may cause us to lose sales or to reduce our prices in response to competition.
6
In addition, consolidation in the markets in which we compete may affect our competitive position. This is particularly true in
circumstances where customers are seeking to obtain a broader set of products and services than we are able to provide.
The markets in which we compete also include many niche competitors, generally smaller companies at a relatively early stage
of operations, which are focused on specific Internet and data security needs. These companies’ specialized focus may enable them to
adapt better than we can to new or emerging technologies and changes in customer requirements in their specific areas of focus. In
addition, some of these companies can invest relatively large resources on very specific technologies or customer segments. The
effect of these companies’ activities in the market may result in price reductions, reduced gross margins and loss of market share, any
of which will materially adversely affect our business, operating results and financial condition.
Further, vendors of operating system software, networking hardware or central processing units, or CPUs, may enhance their
products to include functionality that is currently provided by our products. The widespread inclusion of similar functionality to that
which is offered by our solutions, as standard features of operating system software and networking hardware could significantly
reduce the demand for our products, particularly if the quality of such functionality were comparable to that of our products.
Furthermore, even if the network or application security functionality provided as standard features by operating systems software
and networking hardware is more limited than that of our solutions, a significant number of customers may elect to accept more
limited functionality in lieu of purchasing additional products.
We may not be able to continue competing successfully against our current and future competitors, and increased competition
may result in price reductions, reduced gross margins and operating margins, reduced net income, and loss of market share, any of
which will materially adversely affect our business, operating results and financial condition. For additional information, see “Item 4
– Information on Check Point.”
If we fail to enhance our existing products, develop or acquire new and more technologically advanced products, or fail to
successfully commercialize these products, our business and results of operations will suffer
The information and network security industry is characterized by rapid technological advances, changes in customer
requirements, frequent new product introductions and enhancements, and evolving industry standards in computer hardware and
software technology. In particular, the markets for data security, Internet and intranet applications are rapidly evolving. As a result,
we must continually change and improve our products in response to changes in operating systems, application software, computer
and communications hardware, networking software, programming tools, and computer language technology. We must also
continually change our products in response to changes in network infrastructure requirements, including the expanding use of cloud
computing. Further, we must continuously improve our products to protect our customers’ data and networks from evolving security
threats.
Our future operating results will depend upon our ability to enhance our current products and to develop and introduce new
products on a timely basis; to address the increasingly sophisticated needs of our customers; and to keep pace with technological
developments, new competitive product offerings, and emerging industry standards. Our competitors’ introduction of products
embodying new technologies and the emergence of new industry standards may render our existing products obsolete or
unmarketable. While we have historically been successful in developing, acquiring, and marketing new products and product
enhancements that respond to technological change and evolving industry standards, we may not be able to continue to do so. In
addition, we may experience difficulties that could delay or prevent the successful development, introduction, and marketing of these
products, as well as the integration of acquired products. Furthermore, our new products or product enhancements may not adequately
meet the requirements of the marketplace or achieve market acceptance. In some cases, a new product or product enhancements may
negatively affect sales of our existing products. If we do not respond adequately to the need to develop and introduce new products or
enhancements of existing products in a timely manner in response to changing market conditions or customer requirements, our
business, operating results and financial condition may be materially adversely affected. For additional information, see “Item 4 –
Information on Check Point” and under the caption “We may not be able to successfully compete, which could adversely affect our
business and results of operations” in this “Item 3 – Key Information – Risk Factors.”
If our products fail to protect against attacks and our customers experience security breaches, our reputation and business could be
harmed
Hackers and other malevolent actors are increasingly sophisticated, often affiliated with organized crime and operate large scale
and complex attacks. In addition, their techniques change frequently and generally are not recognized until launched against a target.
If we fail to identify and respond to new and increasingly complex methods of attack and to update our products to detect or prevent
such threats in time to protect our customers’ high-value business data, our business and reputation will suffer.
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In addition, an actual or perceived security breach or theft of the sensitive data of one of our customers, regardless of whether the
breach is attributable to the failure of our products, could adversely affect the market’s perception of our security products. Despite our
best efforts, there is no guarantee that our products will be free of flaws or vulnerabilities, and even if we discover these weaknesses we
may not be able to correct them promptly, if at all. Our customers may also misuse our products, which could result in a breach or theft
of business data.
Product defects may increase our costs and impair the market acceptance of our products and technology
Our products are complex and must meet stringent quality requirements. They may contain undetected hardware or software errors
or defects, especially when new or acquired products are introduced or when new versions are released. In particular, the personal
computer hardware environment is characterized by a wide variety of non-standard configurations that make pre-release testing for
programming or compatibility errors very difficult and time-consuming. We may need to divert the attention of our engineering
personnel from our research and development efforts to address instances of errors or defects.
Our products are used to deploy and manage Internet security and protect information, which may be critical to organizations. As a
result, the sale and support of our products entails the risk of product liability and related claims. We do not know whether, in the future,
we will be subject to liability claims or litigation for damages related to product errors, or will experience delays as a result of these
errors. Our sales agreements and product licenses typically contain provisions designed to limit our exposure to potential product
liability or related claims. In selling our products, we rely primarily on “shrink wrap” licenses that are not signed by the end user, and
for this and other reasons, these licenses may be unenforceable under the laws of some jurisdictions. As a result, the limitation of
liability provisions contained in these licenses may not be effective. Although we maintain product liability insurance for most of our
products, the coverage limits of these policies may not provide sufficient protection against an asserted claim. If litigation were to arise,
it could, regardless of its outcome, result in substantial expense to us, significantly divert the efforts of our technical and management
personnel, and disrupt or otherwise severely impact our relationships with current and potential customers. In addition, if any of our
products fail to meet specifications or have reliability, quality or compatibility problems, our reputation could be damaged significantly
and customers might be reluctant to buy our products, which could result in a decline in revenues, a loss of existing customers, and
difficulty attracting new customers. We are subject to risks relating to acquisitions
We have made acquisitions in the past and we may make additional acquisitions in the future. The pursuit of acquisitions may
divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable
acquisitions, whether or not they are consummated.
Competition within our industry for acquisitions of businesses, technologies, assets and product lines has been, and may in the
future continue to be, intense. As such, even if we are able to identify an acquisition that we would like to consummate, we may not be
able to complete the acquisition on commercially reasonable terms or because the target is acquired by another company. Furthermore,
in the event that we are able to identify and consummate any future acquisitions, we could:
•
•
•
•
issue equity securities which would dilute current shareholders’ percentage ownership;
incur substantial debt;
assume contingent liabilities; or
expend significant cash.
These financing activities or expenditures could harm our business, operating results and financial condition or the price of our
ordinary shares. Alternatively, due to difficulties in the capital and credit markets, we may be unable to secure capital on acceptable
terms, or at all, to complete acquisitions.
In addition, if we acquire additional businesses, we may not be able to integrate the acquired personnel, operations, and
technologies successfully or effectively manage the combined business following the completion of the acquisition. We may also not
achieve the anticipated benefits from the acquired business due to a number of factors, including:
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unanticipated costs or liabilities associated with the acquisition;
incurrence of acquisition-related costs;
diversion of management’s attention from other business concerns;
harm to our existing business relationships with manufacturers, distributors and customers as a result of the acquisition;
the potential loss of key employees;
use of resources that are needed in other parts of our business;
8
•
•
use of substantial portions of our available cash to consummate the acquisition; or
unrealistic goals or projections for the acquisition.
Moreover, even if we do obtain benefits from acquisitions in the form of increased sales and earnings, there may be a delay between
the time when the expenses associated with an acquisition are incurred and the time when we recognize such benefits.
We are dependent on a small number of distributors
We derive our sales primarily through indirect channels. During 2015, 2014 and 2013, we derived approximately 53%, 54% and
57%, respectively, of our sales from our ten largest distributors. In 2015, 2014 and 2013, our two largest distributors accounted for
approximately 38%, 37% and 30% of our sales. We expect that a small number of distributors will continue to generate a significant
portion of our sales. Furthermore, there has been an industry trend toward consolidation among distributors, and we expect this trend to
continue in the near future which could further increase our reliance on a small number of distributors for a significant portion of our
sales. If these distributors reduce the amount of their purchases from us for any reason, including because they choose to focus their
efforts on the sales of the products of our competitors, our business, operating results and financial condition could be materially
adversely affected.
Our future success is highly dependent upon our ability to establish and maintain successful relationships with our distributors. In
addition, we rely on these entities to provide many of the training and support services for our products and equipment. Accordingly, our
success depends in large part on the effective performance of these distributors. Recruiting and retaining qualified distributors and
training them in our technology and products requires significant time and resources. Further, we have no minimum purchase
commitments with any of our distributors, and our contracts with these distributors do not prohibit them from offering products or
services that compete with ours. Our competitors may be effective in providing incentives to existing and potential distributors to favor
their products or to prevent or reduce sales of our products. Our distributors may choose not to offer our products exclusively or at all.
Our failure to establish and maintain successful relationships with distributors would likely materially adversely affect our business,
operating results and financial condition.
We purchase several key components and finished products from limited sources, and we are increasingly dependent on contract
manufacturers for our hardware products.
Many components, subassemblies and modules necessary for the manufacture or integration of our hardware products are obtained
from a limited group of suppliers. Our reliance on sole or limited suppliers, particularly foreign suppliers, and our reliance on
subcontractors involves several risks, including a potential inability to obtain an adequate supply of required components, subassemblies
or modules and limited control over pricing, quality and timely delivery of components, subassemblies or modules. Although we have
been successful in the past, replacing suppliers may be difficult and it is possible it could result in an inability or delay in producing
designated hardware products. Substantial delays could have a material adverse impact on our business.
Managing our supplier and contractor relationships is particularly difficult during time periods in which we introduce new products
and during time periods in which demand for our products is increasing, especially if demand increases more quickly than we expect. We
also have extended support contracts with these suppliers and are dependent on their ability to perform over a period of years.
We are dependent on a limited number of product families
Currently, we derive the majority of our revenues from sales of integrated appliances and Internet security products, as well as
related revenues from subscriptions and from software updates and maintenance. We expect that this concentration of revenues from a
small number of product families will continue for the foreseeable future. Endpoint security products and associated software updates,
maintenance and subscriptions represent an additional revenue source. Our future growth depends heavily on our ability to effectively
develop and sell new and acquired products as well as add new features to existing products. For more details, see “Item 4 – Information
on Check Point” and “Item 5 – Operating and Financial Review and Prospects.”
We incorporate third party technology in our products, which may make us dependent on the providers of these technologies and expose
us to potential intellectual property claims
Our products contain certain technology that we license from other companies. Third party developers or owners of technologies
may not be willing to enter into, or renew, license agreements with us regarding technologies that we may wish to incorporate in our
products, either on acceptable terms or at all. If we cannot obtain licenses to these technologies, we may be at a disadvantage compared
with our competitors who are able to license these technologies. In addition, when we do obtain licenses to third party technologies that
we did not develop, we may have little or no ability to determine in advance whether the technology infringes the intellectual property
rights of others. Our suppliers and licensors may not be required or may not be able to indemnify us
9
in the event that a claim of infringement is asserted against us, or they may be required to indemnify us only up to a maximum
amount, above which we would be responsible for any further costs or damages. Any failure to obtain licenses to intellectual property
or any exposure to liability as a result of incorporating third party technology into our products could materially and adversely affect
our business, operating results and financing condition.
We incorporate open source technology in our products which may expose us to liability and have a material impact on our product
development and sales
Some of our products utilize open source technologies. These technologies are licensed to us under varying license structures,
including the General Public License. If we have improperly used, or in the future improperly use software that is subject to such
licenses with our products, in such a way that our software becomes subject to the General Public License, we may be required to
disclose our own source code to the public. This could enable our competitors to eliminate any technological advantage that our
products may have over theirs. Any such requirement to disclose our source code or other confidential information related to our
products could materially and adversely affect our competitive position and impact our business, results of operations and financial
condition.
We are the defendants in various lawsuits and have been subject to tax disputes and governmental proceedings, which could
adversely affect our business, results of operations and financial condition
As a global company we are subject to taxation in Israel, the United States and various other countries and states, and
accordingly attempt to utilize an efficient operating model to structure our tax payments based on the laws in the countries in which
we operate. This can cause disputes between us and various tax authorities in different parts of the world.
In 2015, the Organization for Economic Co-operation and Development, or OECD, published final proposals under its Base
Erosion and Profit Shifting, or BEPS, Action Plan. The BEPS Action Plan includes fifteen Actions to address BEPS in a
comprehensive manner and represents a significant change to the international corporate tax landscape. These proposals, if adopted
by countries, may increase tax uncertainty and adversely affect our provision for income taxes.
In addition, we are subject to the continuous examination of our income tax returns by tax authorities around the world. It is
possible that tax authorities may disagree with certain positions we have taken and any adverse outcome of such a review or audit
could have a negative effect on our financial position and operating results. We regularly assess the likelihood of adverse outcomes
resulting from these examinations to determine the adequacy of our provision for income taxes, but the determination of our
worldwide provision for income taxes and other tax liabilities requires significant judgment by management, and there are
transactions where the ultimate tax determination is uncertain. Although we believe that our estimates are reasonable, the ultimate tax
outcome may differ from the amounts recorded in our consolidated financial statements and may materially affect our financial
results in the period or periods for which such determination is made. There can be no assurance that the outcomes from continuous
examinations will not have an adverse effect on our business, financial condition and results of operations.
We are the defendant in various other lawsuits, including employment-related litigation claims, construction claims and other
legal proceedings in the normal course of our business. Litigation and governmental proceedings can be expensive, lengthy and
disruptive to normal business operations, and can require extensive management attention and resources, regardless of their merit. We
will continue to vigorously assert and protect their interests in these lawsuits. While we currently intend to defend the aforementioned
matters vigorously, we cannot predict the results of complex legal proceedings, and an unfavorable resolution of a lawsuit or
proceeding could materially adversely affect our business, results of operations and financial condition. See also “Item 8 – Financial
Information” under the caption “Legal Proceedings.”
In November 2013, we reached a settlement agreement (the “Settlement Agreement”), with the Israeli Tax Authorities (“ITA”)
for years 2002 through 2011 and accordingly, we and the ITA notified the court that they have reached an agreement outside of the
court and obtained the court’s approval (see Note 12 of our Consolidated Financial Statements).
Class action litigation due to stock price volatility or other factors could cause us to incur substantial costs and divert our
management’s attention and resources
In the past, following periods of volatility in the market price of a public company’s securities, securities class action litigation
has often been instituted against that company. Companies such as ours in the technology industry are particularly vulnerable to this
kind of litigation as a result of the volatility of their stock prices. We have been named as a defendant in this type of litigation in the
past. Any litigation of this sort could result in substantial costs and a diversion of management’s attention and resources.
10
We may not be able to successfully protect our intellectual property rights
We seek to protect our proprietary technology by relying on a combination of statutory as well as common law copyright and
trademark laws, trade secrets, confidentiality procedures and contractual provisions as indicated below in the section entitled
“Proprietary Rights” in “Item 4 – Information on Check Point.” We have certain patents in the United States and in several other
countries, as well as pending patent applications. We cannot assure you that pending patent applications will be issued, either at all or
within the scope of the patent claims that we have submitted. In addition, someone else may challenge our patents and these patents
may be found invalid. Furthermore, others may develop technologies that are similar to or better than ours, or may work around any
patents issued to us. Despite our efforts to protect our proprietary rights, others may copy aspects of our products or obtain and use
information that we consider proprietary. In addition, the laws of some foreign countries do not protect our proprietary rights to the
same extent as the laws of the United States, Israel or Sweden. Our efforts to protect our proprietary rights may not be adequate and
our competitors may independently develop technology that is similar to our technology. If we are unable to secure, protect and
enforce our intellectual property rights, such failure could harm our brand and adversely impact our business, financial condition and
results of operations.
If a third-party asserts that we are infringing its intellectual property, whether successful or not, it could subject us to costly and
time-consuming litigation or expensive licenses, which could harm our business
There is considerable patent and other intellectual property development activity in our industry. Our success depends, in part,
upon our ability not to infringe upon the intellectual property rights of others. Our competitors, as well as a number of other entities
and individuals, own or claim to own intellectual property relating to our industry. From time to time, third parties have brought, and
continue to bring, claims that we are infringing upon their intellectual property rights, and we may be found to be infringing upon
such rights. In addition, third-parties have in the past sent us correspondence claiming that we infringe upon their intellectual
property, and in the future we may receive claims that our products infringe or violate their intellectual property rights. Furthermore,
we may be unaware of the intellectual property rights of others that may cover some or all of our technology or products. Any claims
or litigation could cause us to incur significant expenses and, if successfully asserted against us, could require that we pay substantial
damages or royalty payments, prevent us from selling our products, or require that we comply with other unfavorable terms. In
addition, we may decide to pay substantial settlement costs and/or licensing fees in connection with any claim or litigation, whether
or not successfully asserted against us. Even if we were to prevail, any disputes or litigation regarding intellectual property matters
could be costly and time-consuming and divert the attention of our management and key personnel from our business operations. As
such, third-party claims with respect to intellectual property may increase our cost of goods sold or reduce the sales of our products,
and may have a material and adverse effect on our business.
We are exposed to various legal, business, political and economic risks associated with international operations; these risks could
increase our costs, reduce future growth opportunities and affect our operating results
We operate our business primarily from Israel, we sell our products worldwide, and we generate a significant portion of our
revenue outside the United States. We intend to continue to expand our international operations, which will require significant
management attention and financial resources. In order to continue to expand worldwide, we will need to establish additional
operations, hire additional personnel and recruit additional channel partners, internationally. To the extent that we are unable to do so
effectively, our growth is likely to be limited and our business, operating results and financial condition may be materially adversely
affected.
Our international sales and operations subject us to many potential risks inherent in international business activities, including,
but not limited to:
•
•
•
•
•
•
•
•
•
technology import and export license requirements;
costs of localizing our products for foreign countries, and the lack of acceptance of localized products in foreign countries;
trade restrictions;
imposition of or increases in tariffs or other payments on our revenues in these markets;
greater difficulty in protecting intellectual property;
difficulties in managing our overseas subsidiaries and our international operations;
declines in general economic conditions;
political instability and civil unrest which could discourage investment and complicate our dealings with governments;
difficulties in complying with a variety of foreign laws and legal standards and changes in regulatory requirements;
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•
•
•
•
•
•
•
•
expropriation and confiscation of assets and facilities;
difficulties in collecting receivables from foreign entities or delayed revenue recognition;
recruiting and retaining talented and capable employees;
differing labor standards;
increased tax rates;
potentially adverse tax consequences, including taxation of a portion of our revenues at higher rates than the tax rate that
applies to us in Israel;
fluctuations in currency exchange rates and the impact of such fluctuations on our results of operations and financial
position; and
the introduction of exchange controls and other restrictions by foreign governments.
These difficulties could cause our revenues to decline, increase our costs or both. This is also specifically tied to currency
exchange rates which has an impact on our financial statements based on currency rate fluctuations.
Compliance with new and changing corporate governance and public disclosure requirements adds uncertainty to our compliance
policies and increases our costs of compliance
Changing laws, regulations and standards relating to accounting, corporate governance and public disclosure, including the
Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”), new SEC
regulations, new amendments to the Israeli Companies Law and NASDAQ Global Select Market rules are creating increased
compliance costs and uncertainty for companies like ours. These new or changed laws, regulations and standards may lack specificity
and are subject to varying interpretations. For example, certain provisions of Dodd-Frank are currently in the process of being
implemented through regulatory action, and recently implemented provisions of Dodd-Frank remain subject to evolving application
and interpretation by regulatory authorities. The implementation of these laws and 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 of compliance as a result of ongoing revisions to such governance standards.
In addition, continuing compliance with Section 404 of the Sarbanes-Oxley Act of 2002 and the related regulations regarding
our required assessment of our internal control over financial reporting requires the commitment of significant financial and
managerial resources and the report of an independent registered public accounting firm on the Company’s internal control over
financial reporting.
In connection with our Annual Report on Form 20-F for fiscal 2015, our management assessed our internal control over
financial reporting, and determined that our internal control over financial reporting was effective as of December 31, 2015, and our
independent auditors have expressed an unqualified opinion over the effectiveness of our internal control over financial reporting as
of December 31, 2015. However, we will undertake management assessments of our internal control over financial reporting in
connection with each annual report, and any deficiencies uncovered by these assessments or any inability of our auditors to issue an
unqualified report could harm our reputation and the price of our ordinary shares.
The SEC has also adopted rules pursuant to Dodd-Frank setting forth new disclosure requirements concerning the use of certain
minerals that are mined from the Democratic Republic of Congo and adjoining countries. We have incurred and expect to continue to
incur costs associated with determining whether any of our products include materials that are covered by the conflict minerals rules.
In the event that our products do contain materials covered by the conflict minerals rules, we would be required to comply with
applicable disclosure requirements, including conducting diligence procedures to determine the sources of certain minerals that may
be used or necessary to the production of our products and, if applicable, undertake potential changes to products, processes or
sources of supply as a consequence of such verification activities. In addition, if our products do contain materials covered by the
conflict mineral rules, these rules could adversely affect the sourcing, supply and pricing of materials used in our products,
particularly if the number of suppliers offering the minerals identified as “conflict minerals” sourced from locations other than the
Democratic Republic of Congo and adjoining countries is limited. It is also possible that we may face reputational harm if we
determine that certain of our products contain minerals not determined to be conflict free and/or we are unable to alter our products,
processes or sources of supply to avoid such materials.
If we fail to comply with new or changed laws or regulations, our business and reputation may be harmed.
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A small number of shareholders own a substantial portion of our ordinary shares, and they may make decisions with which you or
others may disagree
As of January 31, 2016, our directors and executive officers owned approximately 26.6% of the voting power of our outstanding
ordinary shares, or 29.8% of our outstanding ordinary shares if the percentage includes options currently exercisable or exercisable
within 60 days of January 31, 2016. The interests of these shareholders may differ from your interests and present a conflict. If these
shareholders act together, they could exercise significant influence over our operations and business strategy. For example, although
these shareholders hold considerably less than a majority of our outstanding ordinary shares, they may have sufficient voting power to
influence matters requiring approval by our shareholders, including the election and removal of directors and the approval or rejection
of mergers or other business combination transactions. In addition, this concentration of ownership may delay, prevent or deter a
change in control, or deprive a shareholder of a possible premium for its ordinary shares as part of a sale of our company.
We may be required to indemnify our directors and officers in certain circumstances
We have entered into agreements with each of our directors and senior officers to insure, indemnify and exculpate them against
some types of claims, subject to dollar limits and other limitations. Subject to Israeli law, these agreements provide that we will
indemnify each of these directors and senior officers for any of the following liabilities or expenses that they may incur due to an act
performed or failure to act in their capacity as our director or senior officer:
•
•
Monetary liability imposed on the director or senior officer in favor of a third party in a judgment, including a settlement
or an arbitral award confirmed by a court.
Reasonable legal costs, including attorneys’ fees, expended by a director or senior officer as a result of an investigation or
proceeding instituted against the director or senior officer by a competent authority; provided, however, that such
investigation or proceeding concludes without the filing of an indictment against the director or senior officer and either:
•
•
No financial liability was imposed on the director or senior officer in lieu of criminal proceedings, or
Financial liability was imposed on the director or senior officer in lieu of criminal proceedings, but the alleged
criminal offense does not require proof of criminal intent.
•
Reasonable legal costs, including attorneys’ fees, expended by the director or senior officer or for which the director or
senior officer is charged by a court:
•
•
•
In an action brought against the director or senior officer by us, on our behalf or on behalf of a third party,
In a criminal action in which the director or senior officer is found innocent, or
In a criminal action in which the director or senior officer is convicted, but in which proof of criminal intent is
not required.
Our cash balances and investment portfolio have been, and may continue to be, adversely affected by market conditions and interest
rates
We maintain substantial balances of cash and liquid investments, for purposes of acquisitions and general corporate purposes.
Our cash, cash equivalents, short-term bank deposits and marketable securities totaled $3,615 million as of December 31, 2015. The
performance of the capital markets affects the values of funds that are held in marketable securities. These assets are subject to market
fluctuations and various developments, including, without limitation, rating agency downgrades that may impair their value. We
expect that market conditions will continue to fluctuate and that the fair value of our investments may be affected accordingly.
Financial income is an important component of our net income. The outlook for our financial income is dependent on many
factors, some of which are beyond our control, and they include the future direction of interest rates, the amount of any share
repurchases or acquisitions that we effect and the amount of cash flows from operations that are available for investment. We rely on
third-party money managers to manage the majority of our investment portfolio in a risk-controlled framework. Our investment
portfolio throughout the world is invested primarily in fixed-income securities and is affected by changes in interest rates which
continue to be low. Interest rates are highly sensitive to many factors, including governmental monetary policies and domestic and
international economic and political conditions. In a low or declining interest rate environment, borrowers may seek to refinance their
borrowings at lower rates and, accordingly, prepay or redeem securities we hold more quickly than we initially expected. This action
may cause us to reinvest the redeemed proceeds in lower yielding investments. Any significant decline in our financial income or the
value of our investments as a result of the low interest rate environment, falling interest rates, deterioration in the credit rating of the
securities in which we have invested, or general market conditions, could have an adverse effect on our results of operations and
financial condition.
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We generally buy and hold our portfolio positions, while minimizing credit risk by setting maximum concentration limit per
issuer and credit rating. Our investments consist primarily of government and corporate debentures. Although we believe that we
generally adhere to conservative investment guidelines, the continuing turmoil in the financial markets may result in impairments of
the carrying value of our investment assets. We classify our investments as available-for-sale. Changes in the fair value of
investments classified as available-for-sale are not recognized to income during the period, but rather are recognized as a separate
component of equity until realized. Realized losses in our investments portfolio may adversely affect our financial position and
results. Had we reported all the accumulated changes in the fair values of our investments into income, our reported net income for
the year ended December 31, 2015, would have decreased by $4 million.
Currency fluctuations may affect the results of our operations or financial condition
Our functional and reporting currency is the U.S. dollar. We generate a majority of our revenues and expenses in U.S. dollars. In
2015, we incurred approximately 41% of our expenses in foreign currencies, primarily Israeli Shekels and Euros. Accordingly,
changes in exchange rates may have a material adverse effect on our business, operating results and financial condition. The
exchange rates between the U.S. dollar and certain foreign currencies have fluctuated substantially in recent years and may continue
to fluctuate substantially in the future. We expect that a majority of our revenues will continue to be generated in U.S. dollars for the
foreseeable future and that a significant portion of our expenses, including personnel costs, as well as capital and operating
expenditures, will continue to be denominated in the currencies referred to above. The results of our operations may be adversely
affected in relation to foreign exchange fluctuations. During 2015, we entered into forward contracts to hedge against some of the risk
of foreign currency exchange rates fluctuations resulting in changes in future cash flow from payments of payroll and related
expenses denominated in Israeli Shekels. As of December 31, 2015, we had outstanding forward contracts that hedge against changes
in foreign currency exchange rates of $26 million.
We entered into forward contracts to hedge the exchange impacts on assets and liabilities denominated in Israeli Shekels and
other currencies. As of December 31, 2015, we had outstanding forward contracts that did not meet the requirement for hedge
accounting, in the amount of $319 million. We use derivative financial instruments, such as foreign exchange forward contracts, to
mitigate the risk of changes in foreign exchange rates on accounts receivable and forecast cash flows denominated in certain foreign
currencies. We may not be able to purchase derivative instruments adequate to fully insulate ourselves from foreign currency
exchange risks and over the past year we have incurred losses as a result of exchange rate fluctuations on exposures that have not
been covered by our hedging strategy.
Additionally, our hedging activities may also contribute to increased losses as a result of volatility in foreign currency markets.
If foreign exchange currency markets continue to be volatile, such fluctuations in foreign currency exchange rates could materially
and adversely affect our profit margins and results of operations in future periods. Also, the volatility in the foreign currency markets
may make it difficult to hedge our foreign currency exposures effectively.
The imposition of exchange or price controls or other restrictions on the conversion of foreign currencies could also have a
material adverse effect on our business, results of operations and financial condition.
Our business and operations are subject to the risks of earthquakes, fire, floods and other natural catastrophic events, as well as
manmade problems such as power disruptions or terrorism
Our headquarters in the United States, as well as certain of our research and development operations, are located in the Silicon
Valley area of Northern California, a region known for seismic activity. We also have significant operations in other regions that have
experienced natural disasters. A significant natural disaster occurring at our facilities in Israel or the U.S. or elsewhere, or where our
channel partners are located, could have a material adverse impact on our business, operating results and financial condition. In
addition, acts of terrorism could cause disruptions in our or our customers’ businesses or the economy as a whole. Further, we rely on
information technology systems to communicate among our workforce located worldwide. Any disruption to our internal
communications, whether caused by a natural disaster or by manmade problems, such as power disruptions or terrorism, could delay
our research and development efforts. To the extent that such disruptions result in delays or cancellations of customer orders, our
research and development efforts or the deployment of our products, our business and operating results would be materially and
adversely affected.
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Third parties might attempt to gain unauthorized access to our network or seek to compromise our products and services.
We regularly face attempts by others to gain unauthorized access through the Internet or to introduce malicious software to our information
technology (IT) systems. Additionally, malicious hackers may attempt to gain unauthorized access and corrupt the processes of hardware and
software products that we manufacture and services we provide. We or our products are a frequent target of computer hackers and organizations
that intend to sabotage, take control of, or otherwise corrupt our manufacturing or other processes and products. We are also a target of malicious
attackers who attempt to gain access to our network or data centers or those of our customers or end users; steal proprietary information related to
our business, products, employees, and customers; or interrupt our systems or those of our customers or others. We believe such attempts are
increasing in number. From time to time we encounter intrusions or attempts at gaining unauthorized access to our products and network. To
date, none have resulted in any material adverse impact to our business or operations. While we seek to detect and investigate all unauthorized
attempts and attacks against our network and products, and to prevent their recurrence where practicable through changes to our internal
processes and tools and/or changes or patches to our products, we remain potentially vulnerable to additional known or unknown threats. Such
incidents, whether successful or unsuccessful, could result in our incurring significant costs related to, for example, rebuilding internal systems,
reduced inventory value, providing modifications to our products and services, defending against litigation, responding to regulatory inquiries or
actions, paying damages, or taking other remedial steps with respect to third parties. Publicity about vulnerabilities and attempted or successful
incursions could damage our reputation with customers or users, and reduce demand for our products and services.
We may need to change our pricing models to compete successfully.
The intense competition we face in the sales of our products and services and general economic and business conditions can put pressure on
us to change our prices. If our competitors offer deep discounts on certain products or services or develop products that the marketplace considers
more valuable, we may need to lower prices or offer other favorable terms in order to compete successfully. Any such changes may reduce
margins and could adversely affect operating results. Additionally, the increasing prevalence of cloud and SaaS delivery models offered by us
and our competitors may unfavorably impact pricing in both our on-premise enterprise software business and our cloud business, as well as
overall demand for our on-premise software product and service offerings, which could reduce our revenues and profitability. Our competitors
may offer lower pricing on their support offerings, which could put pressure on us to further discount our product or support pricing.
We are subject to governmental export and import controls that could subject us to liability or impair our ability to compete in international
markets.
Because we incorporate encryption technology into our products, certain of our products are subject to U.S. export controls and may be
exported outside the U.S. only with the required export license or through an export license exception. If we were to fail to comply with U.S.
export licensing requirements, U.S. customs regulations, U.S. economic sanctions, or other laws, we could be subject to substantial civil and
criminal penalties, including fines, incarceration for responsible employees and managers, and the possible loss of export or import privileges.
Obtaining the necessary export license for a particular sale may be time-consuming and may result in the delay or loss of sales opportunities.
Furthermore, U.S. export control laws and economic sanctions prohibit the shipment of certain products to U.S. embargoed or sanctioned
countries, governments, and persons. Even though we take precautions to ensure that we comply with all relevant regulations, any failure by us or
any partners to comply with such regulations could have negative consequences for us, including reputational harm, government investigations,
and penalties.
In addition, various countries regulate the import of certain encryption technology, including through import permit and license
requirements, and have enacted laws that could limit our ability to distribute our products or could limit our end-customers’ ability to implement
our products in those countries. Changes in our products or changes in export and import regulations may create delays in the introduction of our
products into international markets, prevent our end-customers with international operations from deploying our products globally or, in some
cases, prevent or delay the export or import of our products to certain countries, governments, or persons altogether. Any change in export or
import regulations, economic sanctions or related legislation, shift in the enforcement or scope of existing regulations, or change in the countries,
governments, 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 end-customers with international operations. Any decreased use of our products or
limitation on our ability to export to or sell our products in international markets would likely adversely affect our business, financial condition,
and operating results.
Risks Related to Our Operations in Israel
Potential political, economic and military instability in Israel, where our principal executive offices and our principal research and development
facilities are located, may adversely affect our results of operations
We are incorporated under the laws of the State of Israel, and our principal executive offices and principal research and development
facilities are located in Israel. Accordingly, political, economic and military conditions in and surrounding Israel may directly affect our business.
Since the State of Israel was established in 1948, a number of armed conflicts have occurred between Israel and its Arab neighbors. Terrorist
attacks and hostilities within Israel; the hostilities between Israel and Hezbollah and between Israel and Hamas; as well as tensions between Israel
and Iran, have also heightened these risks, including an escalation in terrorist
15
attacks since October 2015 and extensive hostilities from July to August 2014 along Israel’s border with the Gaza Strip, which resulted in
missiles being fired from the Gaza Strip into Israel. Our principal place of business is located in Tel Aviv, Israel, which is approximately 40
miles from the nearest point of the border with the Gaza Strip. There can be no assurance that attacks launched from the Gaza Strip will not reach
our facilities, which could result in a significant disruption of our business. In addition, there are significant ongoing hostilities in the Middle
East, particularly in Syria and Iraq, which may impact Israel in the future. Any hostilities involving Israel, a significant increase in terrorism or
the interruption or curtailment of trade between Israel and its present trading partners, or a significant downturn in the economic or financial
condition of Israel, could materially adversely affect our operations. Ongoing and revived hostilities or other Israeli political or economic factors
could materially adversely affect our business, operating results and financial condition. In addition, there have been increased efforts by activists
to cause companies and consumers to boycott Israeli goods based on Israeli government policies. Such actions, particularly if they become more
widespread, may adversely impact our ability to sell our products.
Recent uprisings and armed conflicts in various countries in the Middle East and North Africa are affecting the political stability of those
countries. This instability may lead to deterioration of the political and trade relationships that exist between the State of Israel and these
countries. In addition, this instability may affect the global economy and marketplace, including as a result of changes in oil and gas prices.
Our operations may be disrupted by the obligations of our personnel to perform military service
Many of our employees in Israel are obligated to perform annual military reserve duty in the Israel Defense Forces, in the event of a
military conflict, could be called to active duty. Our operations could be disrupted by the absence of a significant number of our employees
related to military service or the absence for extended periods of military service of one or more of our key employees. Military service
requirements for our employees could materially adversely affect our business, operating results and financial condition.
The tax benefits available to us require us to meet several conditions, and may be terminated or reduced in the future, which would increase our
taxes.
For the year ended December 31, 2015, our effective tax rate was 21.5%. We have benefited or currently benefit from a variety of
government programs and tax benefits that generally carry conditions that we must meet in order to be eligible to obtain any benefit. Our tax
expenses and the resulting effective tax rate reflected in our financial statements may increase over time as a result of changes in corporate
income tax rates, other changes in the tax laws of the countries in which we operate or changes in the mix of countries where we generate profit.
If we fail to meet the conditions upon which certain favorable tax treatment is based, we would not be able to claim future tax benefits and
could be required to refund tax benefits already received. Additionally, some of these programs and the related tax benefits are available to us for
a limited number of years, and these benefits expire from time to time.
Any of the following could have a material effect on our overall effective tax rate:
•
•
•
•
•
Some programs may be discontinued,
We may be unable to meet the requirements for continuing to qualify for some programs,
These programs and tax benefits may be unavailable at their current levels,
Upon expiration of a particular benefit, we may not be eligible to participate in a new program or qualify for a new tax benefit that
would offset the loss of the expiring tax benefit, or
We may be required to refund previously recognized tax benefits if we are found to be in violation of the stipulated conditions.
Additional details are provided in “Item 5 – Operating and Financial Review and Products” under the caption “Taxes on income”, in “Item
10 – Additional Information” under the caption “Israeli taxation, foreign exchange regulation and investment programs” and in Note 12 to our
Consolidated Financial Statements.
Provisions of Israeli law and our articles of association may delay, prevent or make difficult an acquisition of us, prevent a change of control,
and negatively impact our share price
Israeli corporate law regulates acquisitions of shares through tender offers and mergers, requires special approvals for transactions
involving directors, officers or significant shareholders, and regulates other matters that may be relevant to these types of transactions.
Furthermore, Israeli tax considerations may make potential acquisition transactions unappealing to us or to some of our shareholders. For
example, Israeli tax law may subject a shareholder who exchanges his or her ordinary shares for shares in a foreign corporation, to taxation
before disposition of the investment in the foreign corporation. These provisions of Israeli law may delay, prevent or make difficult an
acquisition of our company, which could prevent a change of control and, therefore, depress the price of our shares.
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In addition, our articles of association contain certain provisions that may make it more difficult to acquire us, such as the
provision which provides that our board of directors may issue preferred shares. These provisions may have the effect of delaying or
deterring a change in control of us, thereby limiting the opportunity for shareholders to receive a premium for their shares and
possibly affecting the price that some investors are willing to pay for our securities.
Additional details are provided in “Item 10 – Additional Information” under the caption “Articles of Association and Israeli
Companies Law – Anti-takeover measures.”
As a foreign private issuer whose shares are listed on the NASDAQ Global Select Market, we may follow certain home country
corporate governance practices instead of certain NASDAQ requirements.
As a foreign private issuer whose shares are listed on the NASDAQ Global Select Market, we are permitted to follow certain
home country corporate governance practices instead of certain requirements of the NASDAQ Stock Market Rules. For example, we
follow our home country law, instead of the NASDAQ Stock Market Rules, which require that we obtain shareholder approval for the
establishment or amendment of certain equity based compensation plans and arrangements. Under Israeli law and practice, in general,
the approval of the board of directors is required for the establishment or amendment of equity based compensation plans and
arrangements, unless the arrangement is for the benefit of a director or a controlling shareholder, in which case compensation
committee or audit committee and shareholder approval are also required. A foreign private issuer that elects to follow a home
country practice instead of NASDAQ requirements must submit to NASDAQ in advance a written statement from an independent
counsel in such issuer’s home country certifying that the issuer’s practices are not prohibited by the home country’s laws. In addition,
a foreign private issuer must disclose in its annual reports filed with the Securities and Exchange Commission each such requirement
that it does not follow and describe the home country practice followed by the issuer instead of any such requirement. Accordingly,
our shareholders may not be afforded the same protection as provided under NASDAQ’s corporate governance rules.
ITEM 4.
INFORMATION ON CHECK POINT
Overview
Check Point’s mission is to secure the Internet. Check Point was founded in 1993, and has since developed technologies to
secure communications and transactions over the Internet by enterprises and consumers. Two decades ago, risks and threats were
limited and securing the Internet was relatively simple. A firewall and an antivirus solution generally provided adequate security for
business transactions and communications over the Internet. Today, enterprises require many (in some cases 15 or more) point
solutions to secure their information technology (IT) networks from the multitude of threats and potential attacks and are facing an
increasingly complex IT security infrastructure.
Check Point’s core competencies are developing security solutions to protect business and consumer transactions and
communications over the Internet, and reducing the complexity in Internet security. We strive to solve the security maze by bringing
“more, better and simpler” security solutions to our customers.
Check Point develops, markets and supports a wide range of products and services for IT security. We offer our customers an
extensive portfolio of network security, endpoint security, data security and management solutions. Our solutions operate under a
unified security architecture that enables end-to-end security with a single line of unified security gateways, and allow a single agent
for all endpoint security that can be managed from a single unified management console. This unified management allows for ease of
deployment and centralized control and is supported by, and reinforced with, real-time security updates.
Check Point was an industry pioneer with our FireWall-1 and our patented Stateful Inspection technology. Check Point
extended its IT security innovation with the development of our Software Blade architecture. Our dynamic Software Blade
architecture delivers secure, flexible and simple solutions that can be customized to meet the security needs of any organization or
environment.
Our products and services are sold to enterprises, service providers, small and medium sized businesses and consumers. Our
Open Platform for Security framework allows customers to extend the capabilities of our products and services with third-party
hardware and security software applications. Our products are sold, integrated and serviced by a network of partners worldwide.
Check Point customers include tens of thousands of businesses and organizations of all sizes. Check Point’s award-winning
ZoneAlarm solutions protect millions of consumers from hackers, spyware and identity theft.
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Business Highlights
Details regarding the important events in the development of our business since the beginning of 2015 are provided in “Item 5 –
Operating and Financial Review and Prospects” under the caption “Overview.”
We were incorporated as a company under the laws of the State of Israel in 1993 under the name of “Check Point Software
Technologies Ltd.” Our registered office and principal place of business is located at 5 Ha’Solelim Street, Tel Aviv 6789705 Israel.
The telephone number of our registered office is 972-3-753-4555. Our company’s web site is www.checkpoint.com. The contents of
our web site are not incorporated by reference into this Annual Report on Form 20-F.
This Annual Report on Form 20-F is available on our web site. If you would like to receive a printed copy via mail, please
contact our Investor Relations department at 959 Skyway Road, Suite 300, San Carlos, CA 94070, U.S.A., Tel.: 650-628-2050, email:
ir@us.checkpoint.com.
Our agent for service of process in the United States is CT Corporation System, 818 West Seventh Street, Los Angeles, CA
90017 U.S.A.; Tel: 213-627-8252.
Cyber Security Industry Today
Organizations of all sizes will continue to face a challenging threat landscape. With countless new connections formed every
day, the world is more globally linked than ever. Cloud, mobility, virtualization and the Internet of Things (“IoT”) are changing the
way customers deploy and consume technology. Enterprises have more opportunities than ever before to innovate and compete more
effectively and efficiently. However, the network edges in their infrastructure are blurring and boundaries between entities are
disappearing, which increases the risk of cyberattacks. Specific trends within this dynamic include:
Growth in Remote Connectivity. The proliferation of smartphones and the growing number of people who work remotely and
conduct business through mobile devices has expanded the need to safeguard and manage the access to information. Whether remote
or mobile, workers need constant connectivity to the enterprise network. In 2015, Check Point discovered significant vulnerabilities
in applications such as WhatsApp and in the Android operating system which allowed applications to gain illegitimate privileged
access rights within hundreds of millions of mobile devices. Because of this trend toward remote connectivity, enterprises will need
to ensure security across all points of their infrastructure and deploy mobile-specific security solutions.
Cloud Computing and Network Virtualization. Cloud computing, or Internet-based computing, provides shared servers which
provide resources, software and data storage to computers and other devices on demand, and drives the need for enterprise security
for both on-premises and in-the-cloud infrastructures. New virtual environments and public and private clouds jeopardize enterprises’
overall security posture if they are not deployed within the appropriate security infrastructure. These are complex environments to
manage and secure due to multiple network layers. Deploying virtualized security solutions are crucial to ensuring that attacks are
immediately contained before they spread across virtualized server and network environments.
Overall Complexity within the Enterprise IT infrastructure. Another key trend affecting IT security is the increasing complexity
of deploying, managing and monitoring the many technologies needed to fully secure the enterprise IT network. This trend creates
two challenges for enterprises: how to cost-effectively manage a patch-work of point product solutions, and how to ensure that no
gaps are left in the infrastructure. To solve these problems, enterprises seek out single-architecture solutions with simplified
management in an effort to keep the security infrastructure robust, yet simple to manage and adaptable to on-going changes.
Increased Data Privacy and Compliance Regulation. The increasing number of governmental regulations around the world
regarding data privacy and compliance is also impacting enterprise security. Enterprises need to put in place data security
technologies to prevent violations of applicable laws regarding data privacy and protection and to avoid experiencing data loss or data
theft, which could cause enterprises to suffer reputational harm and governmental sanctions, fines and penalties. Data has long been a
prime target for hackers seeking financial information, intellectual property, and insider business information and authentication
credentials. In 2015, we saw attacks on BlueCross, Morgan Stanley and Anthem . These attacks exposed personal health and financial
data on millions of consumers.
Emergence of Social Engineering. As security solutions improve and are more thoroughly deployed throughout enterprises,
attackers attempt to bypass security mitigations and restrictions by “hacking” the human mind , in other words, by deceiving
employees into providing credentials, sending infected files or clicking on an infected link. Many of the attacks in 2015 have taken
root within the attack’s target through social engineering and phishing techniques. Specific security policies, increased segmentation
of the infrastructure and multi-layer defense solutions will be needed to prevent these types of attacks.
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Increase in Sophistication of Threats and Attacks. Today’s threats use sophisticated technology, the internet and deception to
acquire sensitive information and to disrupt business operations. Many of these threats contain new, unknown signatures when they
reach their targets. These new unknown signatures deploy and cause damage to their target immediately. Commonly called “zero-day
threats”, these threats present unique challenges to the enterprise. Enterprises need to put in place multi-layer defenses to prevent, detect
and extract threats before they cause damage.
Increase in the Number of Attacks and Potential Targets. By 2020, estimates indicate that there will be one billion smart meters,
over one million smart light bulbs, over 50% of the consumers will utilize wearable technology and more than five major car
manufacturers will have smart, driverless cars. Wearables can be hacked to record conversations, cars can be hacked to compromise
safety and smart meters can be hacked to access information. Critical infrastructures such as SCADA and IOS are increasingly targeted
as they are older infrastructures not originally designed with cybersecurity in mind. Manufacturers of these products will need more
robust security solutions, and enterprises that are connected to these types of products through the ecosystem will need to consider how
to prevent these devices might be leveraged to gain access to their infrastructure.
Check Point Legacy and Vision
Since its inception, Check Point’s pure focus has been on IT security. Adapting to customers’ changing needs, the company has
developed numerous technologies to secure the use of the Internet by corporations and consumers when transacting and communicating.
Today, Check Point is the largest pure security vendor globally. Making Internet communications and critical data secure, reliable and
available everywhere has been and continues to be our ongoing vision. We are committed to staying focused on real customer needs and
to developing new and innovative security solutions that redefine the security landscape. An interconnected, digital economy is here to
stay, empowering business leaders to invent, to inspire and to drive positive change throughout the world.
Innovative leaders seize opportunities that emerge from change. They constantly question every assumption. These leaders rely on
the latest SaaS or IoT platforms to speed their time to market. They add partners from around the world to their supply chain to ensure
they get the best suppliers and the best prices. They deploy beta applications in mobile environments to speed time to market. These
leaders push the envelope, but not at the expense of security, performance, or their ability to compete in the market.
The ecosystem is rapidly changing, and is less and less controlled. Digital assets are harder to track and control. Infrastructure is no
longer in one place as boundaries disappear. Hackers are innovating just as quickly as enterprises are and are finding new ways to attack
our connected world. More and more malware is being put into our ecosystem that traditional security techniques are powerless to
prevent. Increasingly, vulnerabilities are exploited, brands are damaged, assets are stolen, and our personal safety is at risk.
Business leaders today must stay “One Step Ahead” of things they cannot see, know or control. To be one step ahead, enterprises
must have visibility to tomorrow’s threats, not just the threats of today. They can no longer rely on continuously integrating layers of
point solutions that result in complex mosaics that still contain gaps in the infrastructure. Enterprises need to be able to prevent attacks at
every stage, from start to finish. They need to contain threats and extract them the second they are detected. To be One Step Ahead they
need access to a global intelligence network and leverage it for real-time protection. These leaders need to protect every point in the
infrastructure, from mobile to cloud to virtual and physical, from one location, while being flexible and adapting to change.
Organizations around the world rely on Check Point to protect their brand, assets and data from cyberattacks. For more than 20
years, Check Point’s single architecture, comprehensive management and integrated threat intelligence, combined with the most
advanced prevention and extraction solutions, have yielded the highest malware catch rate in the industry, thereby enabling millions of
users to safely and productively accelerate their businesses.
With a legacy of industry firsts and continuous innovation, Check Point gives business leaders the freedom to invent, inspire and
compete securely in the ever changing digital economy.
Check Point Technology Leadership in 2015
Gartner
Number One Worldwide Firewall Equipment Market Share 2014
Leader Enterprise Network Firewall Market Quadrant 2015
Leader Unified Threat Management Magic Quadrant 2015
Leader Mobile Data Protection Magic Quadrant 2015
Number One Worldwide Firewall Equipment Market Share 2015 1st. 2nd, 3rd Quarter
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IDC
Top Position Worldwide Combined Firewall & UTM Appliance Market 2014
Top Position Worldwide Combined Firewall and UTM Appliance Market 2015 1st. 2nd, 3rd Quarter
NSS Breach Detection Systems Results: Check Point’s Next Generation Threat Prevention Solution received a
“recommended” rating in the NSS Labs Breach Detection Systems (BDS) group test. Check Point received a 100 percent catch
rate of HTTP, 100 percent catch rate for email and 100 percent catch rate for drive by malware.
Common Criteria Certification: Check Point was awarded Common Criteria (CC) certification for R77.30, following a
rigorous third-party evaluation and testing process.
Best Product of 2015: Check Point SandBlast was named ‘Coolest Security Product of 2015’ by CRN Magazine.
Product Strategy
In an effort to simultaneously address the need for scalable security solutions and the retention of initial investments, Check
Point introduced the Software Blade architecture in February 2009. The architecture provides customers with the ability to tailor their
security gateways based on their specific needs at any time. It offers enterprises a common platform to deploy independent, modular
and interoperable security applications or “Software Blades” such as firewall, virtual private network (VPN), intrusion prevention
system (IPS), Application Control, Anti-Bot, antivirus, data loss prevention (DLP), policy management, event analysis, or multi-
domain management. The new architecture allows customers to select the exact security they need from a library of over 20 Software
Blades, and to combine these blades into a single, centrally-managed solution. Customers can easily extend their security solutions by
adding new Software Blades without the need to purchase additional hardware. This allows our customers to deploy security
dynamically, when needed, with lower total cost of ownership, full integration, and on a single management console. Check Point
also offers these software blades grouped into functional packages to address specific security issues. The four packages offered are
Next Generation Firewall, Next Generation Threat Prevention, Next Generation Secure Web Gateway and Next Generation Data
Protection.
Threat Prevention software blades are fed by a cloud based threat intelligence knowledge base, introduced in 2012, the Check
Point ThreatCloud™. The ThreatCloud, the first collaborative network to fight cybercrime, gathers threat data from an innovative
worldwide network of threat sensors and distributes threat intelligence to security gateways around the globe. Today, ThreatCloud
scans more than 250 million addresses for bot discovery, keeps track of over 11 million malware signatures and has detected over
5.5 million malware infested sites. On average, thousands of Check Point gateways detect more than 700,000 malwares every day.
The ThreatCloud powers the Threat Prevention software blades by feeding threat updates directly to customers’ gateways, enabling
them to enforce pre-emptive protection against advanced threats, such as bots, Advanced Persistent Threats (APTs) and other forms
of sophisticated malware.
In 2015, Check Point continued its track record of innovation through strategic acquisitions and new product introductions:
February:
March:
Hyperwise Acquisition: Unique CPU-Level threat prevention technology.
SandBlast Threat Extraction Technology: Providing “zero malware in zero second”
protection.
Lacoon Mobile Security Acquisition: Advanced threat prevention for mobile devices.
April:
1200R SCADA Appliance: Securing industrial control systems and critical infrastructure.
May:
Check Point vSEC: Private cloud security solution for VMware NSX environments.
July:
ZoneAlarm 2016: Consumer endpoint security software.
July:
August:
Check Point Protect: Mobile Threat Prevention Solution for smartphones.
September: SandBlast Threat Prevention: Evasion Resistant Sandboxing and Threat Extraction
Check Point continued its commitment to inspecting and discovering vulnerabilities that exist in various platforms, applications
and devices for the sole purpose of ensuring that all consumers of technology, whether they are currently Check Point customers or
not, have important information regarding security vulnerabilities. In 2015, we published a number of vulnerability reports, including:
Volatile Cedar: Campaign allowing attackers to monitor a victim’s actions and steal data.
2015 Check Point Security Report: Report revealed that 96% of organizations are using high-risk applications and that there was
an increase in security incidents across all categories.
Magento eCommerce Platform: Critical RCE (remote code execution) vulnerability found in eBay’s Magento web ecommerce
platform, affecting nearly 200,000 online shops.
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WhatsApp Web Vulnerabilities: Vulnerabilities discovered that exploit the WhatsApp Web logic and put up to 200 million users
at risk.
Certifi-gate Vulnerability in Android: Allows applications to gain illegitimate privileged access rights and exists in hundreds of
millions of devices.
BrainTest related Mobile Malware: Malware, packaged within an Android game app called BrainTest, affected between
200,000 and one million users.
EZCast Vulnerability: HDMI dongle-based TV streamer that converts non-connected TVs into smart TVs allowing hacker’s
ability to gain unauthorized access to an EZCast subscriber’s home network.
Rocket Kitten: Uncovered Iranian-linked cyber-espionage global campaign.
Check Point Product Offerings
Check Point continues to develop new innovations based on the Software Blade Architecture, providing customers with flexible
and simple solutions that can be fully customized to meet the exact security needs of any organization. Check Point 3D Security
uniquely combines policy, people and enforcement for greater protection of information assets and helps organizations implement a
blueprint for security that aligns with business needs. Our products provide end-to-end security from the enterprise to the cloud to
your mobile worker’s personal devices. We prevent and mitigate cyber-attacks and limit the data theft that often results from these
threats. Our unified security management solution delivers extensibility and ease of use. Check Point keeps customers one step ahead
with industry leading security products for Threat Prevention, Mobility, Firewalls, Security Management and more. Our products
protect individuals, SMBs and large data center enterprises.
Next Generation Firewalls. Check Point provides customers of all sizes with the latest data and network security protection in
an integrated next generation firewall platform, reducing complexity and lowering the total cost of ownership. Offerings include
the following:
a.
Data Center & Enterprise
Enterprises deploy security along well defined boundaries at the perimeter and internally within software defined
data centers. Our next generation firewall solutions for protecting both north-south and east-west traffic include:
• Check Point Appliances. Our data center and enterprise network security appliances combine high-
performance, multi-core capabilities with fast networking technologies to provide the highest level of security.
By consolidating multiple security technologies into a single security gateway, these appliances are designed to
deliver advanced and integrated security solutions to meet all of your business security needs.
• Integrated Appliance Solutions. Check Point Integrated Appliance Solutions (IAS) offer flexibility and choice
for data center and enterprise network security. Powered by Fujitsu and Blue Coat, these appliances provide
integrated software and hardware bundles and direct support that are customized to organizations’ exact
specifications.
• Public and Private Cloud. Enterprises seeking the availability, scalability and cost reduction are shifting more
and more applications to cloud computing models. Check Point vSEC products provide integrated security and
expertise to help customers build secure cloud infrastructure today and protect future deployments.
b.
Small Business and Branch
Check Point has an affordable, easy to use and effective solution to secure small businesses and branch offices. This
includes turn-key appliances and a Cloud Managed Security Service option, giving you the freedom to focus on
growing your business.
• 600 Appliance. Available in three models to match the number of users protected, the 600 Appliance is ideal
for small offices with a staff of 50 employees or fewer. You can manage the appliance via simplified web-
based local management, or centrally via our Cloud Managed Security Service
• 1100 Appliance. Available in three models to match the number of users protected, the 1100 Appliance is ideal
for branch offices with a staff of 50 employees or fewer. Small businesses can manage the appliance via
simplified web-based local management, or centrally via our enterprise security management product.
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• Cloud Managed Security Service. This cost-effective, enterprise-class security solution is managed by experts,
leaving small businesses free to focus on growing their business instead of managing their security. Our
partners offer this service with an attractive and predictable pricing structure that makes security budget and
planning simple and affordable.
• 2200 Appliance. With its multi-core technology and six 1-gigabit Ethernet ports, the 2200 Appliance can easily
secure any branch or small office. The appliance includes our enterprise security management product for up to
two gateways.
c.
Consumer and Home
Check Point’s ZoneAlarm products are used by more than 90 million people to provide integrated threat protection
to safeguard all of their PCs and mobile devices. Offerings include an a fully integrated Extreme Security Suite, an
Internet Security Suite, AV + Firewall or PRO Firewall option so consumers choose the level of protection they
need.
Next Generation Threat Prevention. The growing frequency and sophistication of cyber security threats makes protecting
organizations more important than ever. Check Point Next Generation Threat Prevention delivers a multi-layered line of defense
and extensive security intelligence coverage to help combat threats of today, and tomorrow. Our Threat Prevention products fall
into the following five categories:
a.
b.
c.
Sandblast Zero Day Protection: Attackers have become more creative, reaching corporate resources with modern
and complex malware attacks. Check Point SandBlast Zero-Day Protection combines innovative technologies to
proactively protect against even the most dangerous targeted attacks and unknown malware, while ensuring quick
delivery of safe content.
Threat Prevention Appliances and Software. To combat today’s sophisticated cyberattacks and meet enterprise
requirements, customers need a multi-layered approach to threat prevention. Check Point’s cyber security threat
prevention solutions enable detection and prevention of known vulnerabilities and advanced threats dedicated threat
prevention appliances or specialized Software Blades to give customers maximum flexibility in designing their
security solution.
Threat Intelligence. In the constant fight against malware, threat intelligence and rapid response capabilities are
vital. Check Point helps keep customers up and running with comprehensive intelligence to proactively stop threats,
manage security services to monitor your network and incident response to quickly respond to and resolve attacks.
Our ThreatCloud IntelliStore, Incident Response and Managed Security Services provide tools to help organizations
stay one step ahead of attackers and mitigate future risks
d. Web Security. Web-borne malware is more clever than ever. Check Point Web Security solutions provide real-time
protection for secure use of the web and educate users on web-use policy.
e.
Distributed denial-of-service. DDoS attacks can be unleashed by anyone, but with a little preparation, customers
can prevent service disruptions caused by DDoS. Check Point DDoS-P (DDoS Protection) uses a hybrid of
dedicated on-premises and cloud-based resources to defend against volumetric, application, reflective and resource
exhaustive DDoS attacks
Security Management. As network complexity grows, so does the difficulty of applying complete, consistent security
management policies and efficient processes to investigate events and oversee resolution. Check Point offers a variety of smart
management solutions designed to tackle the security management challenges of today and tomorrow.
a.
Policy Management. With many and varied network affiliated devices to manage, organizations find strict policy
enforcement time consuming and challenging. We offer centralized policy management solutions that make it easy
to ensure that all gateways, mobile devices and endpoint devices are in compliance—and stay that way
• Network Policy Management Software Blade. Comprehensive, centralized network security policy
management for Check Point gateways and Software Blades, via SmartDashboard—a single, unified console
that provides control over even the most complex security deployments
• Endpoint Policy Management Software Blade. Simplify endpoint security management by unifying all
endpoint security capabilities for PC & Mac in a single console. Monitor, manage, educate and enforce policy,
from an at-a-glance dashboard down to user and machine details, all with a few clicks.
• Multi-Domain Security Management (Provider-1) Software Blade. Deliver more security and control by
segmenting security management into multiple virtual domains. Businesses of all sizes can easily create virtual
domains based on geography, business unit or security function to strengthen security and simplify
management.
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• Management Portal Software Blade. Browser-based security management access to outside groups such as
support staff or auditors, while maintaining centralized control of policy enforcement. View security policies,
the status of all Check Point products and administrator activity as well as edit, create and modify internal
users
b.
Operations and Workflow As network complexity grows, security management processes inevitably slow down.
Our Operations and Workflow solutions are designed to accelerate security management and restore efficiency with
centralized device and user management, security best practices and automated change management.
• Compliance Software Blade. Monitor management, Software Blades and security gateways to constantly
validate that your Check Point environment is configured in the best way possible. The Check Point
Compliance Software Blade provides 24/7 security monitoring, security alerts on policy violations, and out-of-
the-box audit reports.
• SmartProvisioning Software Blade. Provide centralized administration and security provisioning of Check
Point devices. Using profiles, administrators can automate device configuration and easily roll out changes to
settings to multiple, geographically distributed devices, via a single security management console.
• User Directory Software Blade. Leverage LDAP servers to obtain identification and security information about
network users, eliminating the risks associated with manually maintaining and synchronizing redundant data
stores, and enabling centralized user management throughout the enterprise.
• SmartWorkflow Software Blade. Provide a seamless and automated process for policy change management that
helps administrators reduce errors and enhance compliance. Enforce a formal process for editing, reviewing,
approving and auditing policy changes from a single console, for one-stop, total policy lifecycle management
c.
Monitoring and Analysis When security events customers need well-defined follow-up procedures and visibility
into critical security events impacting the organization. We facilitate greater insight and efficiency in event
investigation with ongoing monitoring and customized reporting tailored to different stakeholder needs
• Next Generation SmartEvent Software Blade. Real-time cyber threat visibility in the era of Big Data. Quickly
search and analyze billions of data logs to identify critical security events. Gain greater network visibility with
Next Generation SmartEvent on Smart-1 Appliances, and more easily manage big data security to make faster,
more informed security decisions.
• Logging and Status Software Blade. Transform data into security intelligence with SmartLog, an advanced log
analyzer that delivers split-second search results providing real-time visibility into billions of log records over
multiple time periods and domains.
• Monitoring Software Blade. Present a complete picture of network and security performance, enabling fast
responses to changes in traffic patterns or security events. The Software Blade centrally monitors Check Point
devices and alerts to changes to gateways, endpoints, tunnels, remote users and security activities.
• SmartReporter Software Blade. Increase the visibility of security threats by centralizing network security
reporting of network, security and user activity into concise predefined or custom-built reports. Easy report
generation and automatic distribution save time and money and allow organizations to maximize security
investments.
Mobile Security. Today every business is a mobile business, with requirements to safeguard business data, provide secure
mobile access to business documents and keep mobile devices safe from threats. Use of mobile devices and apps has introduced
a wide range of new attack vectors and new data security challenges for IT. Mobile technology has made the network security
challenge much bigger and more diverse - cybercriminals frequently optimize their attacks to exploit the technologies that
people use the most. Document protection is limited on mobile devices. Employees use a wide variety of personal devices on the
job, but few users realize the importance of preventing third parties from accessing their devices. Check Point Enterprise Mobile
Security solutions provide the widest range of products to help secure the mobile world. Our offerings include:
a.
b.
Mobile Threat Prevention. Using smartphones and tablets to access critical business information on the go has
many benefits, but it can also expose sensitive data to risk. Check Point Mobile Threat Prevention protects iOS and
Android devices from advanced mobile threats, ensuring you can deploy and defend devices with confidence
Mobile Document Protection. Mobile security and complexity don’t have to go hand in hand. Check Point Capsule
is one seamless solution that addresses all mobile security needs. Capsule provides a secure business environment
for mobile device use and protects business documents wherever they go.
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Endpoint Security. Check Point Endpoint Security combines data security, network security, threat prevention technologies and
remote access VPN into one package for complete Windows and Mac OS X protection. This integrated suite allows you to
manage security protection in a single console.
a.
b.
c.
Secure Data. Most corporate laptops and PCs store proprietary data on their hard drives, and many users regularly
work outside of a secure corporate environment. A data breach from a lost, stolen or compromised laptop can result
in costly fines, lawsuits and lost revenue. Full Disk Encryption secures the entire hard drive. Media Encryption and
Port Control secure removable media. Capsule Docs enables organizations to seamlessly protect documents,
ensuring access for authorized users only. Remote Access VPN provides secure access to corporate resources when
traveling or working remotely. Check Point data security solutions cover the following areas:
• Full Disk Encryption
• Media Encryption
• Capsule Docs
• Remote Access VPN
Secure Devices. Threats from malware like viruses, worms and bots change constantly. Users are targets of
phishing emails that may contain links to websites infected with this malware. To prevent these new and emerging
threats, IT departments need control and visibility into endpoint activity. We secure devices with products that
address the following:
• Firewall and Compliance Check
• Anti-malware and Application Control
Security Policy. Check Point Endpoint Policy Management gives security administrators the power to enforce,
manage, report and educate users with one console. With a customizable management dashboard, administrators
have maximum visibility into the specific security areas important to the organization. They can take the steps to
deploy and remediate endpoints to ensure compliance with company policy. Our products include solutions for:
• Endpoint Policy Management
• Endpoint Security Threat Forensics
Revenues by Category of Activity
The following table presents our revenues for the last three fiscal years by category of activity:
Category of Activity:
Products and licenses
Subscriptions
Software updates and maintenance
Total revenues
2015
Year Ended December 31,
2014
(in thousands)
2013
$ 555,792
$ 318,624
$ 755,422
$1,629,838
$ 520,312
$ 265,021
$ 710,483
$1,495,816
$ 496,930
$ 217,088
$ 680,087
$1,394,105
Our revenues for the last three fiscal years by geographic area are set out in “Item 5 – Operating and Financial Review and
Prospects” under the caption “Overview.”
Sales and Marketing
We leverage the expertise of over 2700 partners to deliver our security solutions to consumers and enterprises of all sizes around
the world. Our network of partners accounts for 100% of our revenue and includes two-tier distributors, value-added resellers, retail
and direct marketing partners, global systems integrators and managed service providers. In concert with our inside sales and channel
sales teams, our direct sales teams work closely with our partner ecosystem to support pre-sales selling efforts to ensure that we stay
close to customer requirements for current and future security solutions. In addition to our traditional outbound channels we leverage
web-based e-commerce solutions to serve the needs of the majority of our consumer customers. To ensure integration with strategic
applications within our customer ecosystem, we work with a variety of hardware and software suppliers such as, IBM, Hewlett-
Packard, VMWare, Blue Coat Systems, Apple and Google.
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We drive awareness and preference for Check Point solutions through global media campaigns, thought leadership programs, digital
marketing, social media, as well as press and analyst relations. We accelerate our innovation and technology agenda globally through frequent
product launches and associated demand generation programs. In addition to our annual Check Point User Conference we host C-level, strategic
IT and technical decision makers at a variety of custom events such as Cyber Day, CISO Roundtables, and local seminars. We also participate in
targeted industry events such as RSA, CyberTech and Black Hat.
As of December 31, 2015, we had 1,679 employees and contractors dedicated to sales and marketing.
Support and Services
We operate a worldwide technical services organization which provides a wide range of services including the following: (i) technical
customer support programs and plans, as well as (ii) certification and educational training on Check Point products; and (iii) professional services
in implementing, upgrading and optimizing Check Point products, such as design planning and security implementation.
Our technical assistance centers in the United States, Israel, Canada and Japan offer support worldwide, 24-hour service, seven days per
week. There are employees in additional locations supporting our call centers, as well as call centers operated by third parties (for consumer
support only). As of December 31, 2015, we had 590 employees and contractors in our technical services organization, with 464 employees and
contractors dedicated to customer service and support.
Our support solutions include both indirect and direct offerings. Channel partners provide customers with installation, training,
maintenance and support, while we provide high-level technical support to our channel partners. Alternatively, our customers may elect to
receive support directly from us. As part of our pre-sale support to our channel partners, we employ technical consultants and systems engineers
who work closely with our channel partners to assist them with pre-sale configuration, use and application support. In addition, because of the
increased demand for our portfolio of security gateway appliances, from small office locations to telco grade and capacity infrastructure
platforms, we have expanded our technical support offerings around the world. This includes same and next business day replacements, on-site
support availability and device pre-configuration. We have also added new ThreatCloud Managed Security Services and Incident Response.
These new services are focused on helping our partners and customers maximize the effectiveness of advanced protections and mitigate and
remediate critical security events quickly.
Research and Product Development
We believe that our future success will depend upon our ability to enhance our existing products, and to develop, acquire and introduce new
products to address the increasingly sophisticated needs of our customers. We work closely with existing and potential customers, distribution
channels and major resellers, who provide significant feedback for product development and innovation. Our product development efforts are
focused on providing a unified security architecture, named the Check Point Software Blade Architecture, that functions throughout all layers of
the network and devices that carry data. This includes enhancements to our current family of products and the continued development of new
products to respond to the rapidly changing threat landscape through the provision of services, such as network perimeter protections, protection
against cyber-threats, data protection for today’s mobile environments, web security and security for managed enterprise endpoints. Our
technology also centrally manages all of these layers and solutions. We develop most of our new products internally and also expect to leverage
the products and technologies we have acquired. We may decide, based upon timing and cost considerations that it would be more efficient to
acquire or license certain technologies or products from third parties, or to make acquisitions of other businesses. Research and development
expenses were $149 million in 2015, $133 million in 2014 and $122 million in 2013. These amounts include stock-based compensation in the
amount of $12 million in 2015, $9 million in 2014 and $9 million in 2013. As of December 31, 2015, we had 1,303 employees and contractors
dedicated to research and development activities and quality assurance.
Competition
Information concerning competition is provided in “Item 3 – Key Information” under the caption “Risk Factors – Risks Relating to Our
Business and Our Market – We may not be able to successfully compete.”
Proprietary Rights
We rely on a combination of copyright and trademark laws, patents, trade secrets, confidentiality procedures and contractual provisions to
protect our proprietary rights. We rely on trade secret, copyright laws and patents to protect our software, documentation and other written
materials. These laws provide only limited protection. Further, we generally enter into confidentiality agreements with employees, consultants,
customers and potential customers, and limit access and distribution of materials and information that we consider proprietary.
We have 45 U.S. patents, 34 U.S. patents pending, and additional patents issued and patent applications pending worldwide. Our efforts to
protect our patent rights and other proprietary rights may not be adequate and our competitors may independently develop technology that is
similar. Additional details are provided in “Item 3 – Key Information” under the caption “Risk Factors – Risks Relating to Our Business and Our
Market – We may not be able to successfully protect our intellectual property rights.”
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Effect of Government Regulation on our Business
Information concerning regulation is provided in “Item 5 – Operating and Financial Review and Products” under the caption
“Taxes on income” and in “Item 10 – Additional Information” under the caption “Israeli taxation, foreign exchange regulation and
investment programs.”
Organizational Structure
We are organized under the laws of the State of Israel. We wholly own the subsidiaries listed below, directly or through other
subsidiaries, unless otherwise specified in the footnotes below:
NAME OF SUBSIDIARY
Check Point Software Technologies, Inc.
Check Point Software (Canada) Technologies Inc.
Check Point Software Technologies (Japan) Ltd.
Check Point Software Technologies (Netherlands) B.V.
Check Point Holding (Singapore) PTE Ltd.
Check Point Holding (Singapore) PTE Ltd. (Representative Office)
Check Point Holding (Singapore) PTE Ltd. – U.S. Branch (1)
Israel Check Point Software Technologies Ltd. China (2)
Check Point Holding AB (3)
SofaWare Technologies Ltd.
Dynasec Ltd.
Check Point Advanced Threat Prevention Ltd.
Check Point Mobile Security Ltd.
COUNTRY OF INCORPORATION
United States of America (Delaware)
Canada
Japan
Netherlands
Singapore
Indonesia
United States of America (New York)
China
Sweden
Israel
Israel
Israel
Israel
(1) Branch of Check Point Holding (Singapore) PTE Ltd.
(2) Representative office of Check Point Software Technologies Ltd.
(3) Subsidiary of Check Point Holding (Singapore) PTE Ltd. (former name: Protect Data AB)
Check Point Software Technologies (Netherlands) B.V. acts as a holding company. It wholly owns the principal operating
subsidiaries listed below, unless otherwise indicated in the footnotes below:
NAME OF SUBSIDIARY
Check Point Software Technologies S.A.
Check Point Software Technologies (Australia) PTY Ltd.
Check Point Software Technologies (Austria) GmbH
Check Point Software Technologies (Belarus) LLC
Check Point Software Technologies (Belgium) S.A.
Check Point Software Technologies (Brazil) LTDA
Check Point Software Technologies (Hong Kong) Ltd. (Guangzhou office) (1)
Check Point Software Technologies (Hong Kong) Ltd. (Shanghai office) (1)
Check Point Software Technologies (Czech Republic) s.r.o.
Check Point Software Technologies (Denmark) ApS
Check Point Software Technologies (Finland) Oy
Check Point Software Technologies SARL
Check Point Software Technologies GmbH
Check Point Software Technologies (Greece) SA
Check Point Software Technologies (Hungary) Ltd.
Check Point Software Technologies (Hong Kong) Ltd.
Check Point Software Technologies (India) Private Limited
Check Point Software Technologies (Italia) Srl (2)
Check Point Software Technologies Mexico S.A. de C.V.
Check Point Software Technologies B.V.
Check Point Software Technologies Norway A.S.
26
COUNTRY OF INCORPORATION
Argentina
Australia
Austria
Belarus
Belgium
Brazil
China
China
Czech Republic
Denmark
Finland
France
Germany
Greece
Hungary
Hong Kong
India
Italy
Mexico
Netherlands
Norway
NAME OF SUBSIDIARY
Check Point Software Technologies (Poland) Sp.z.o.o.
CPST (Portugal), Sociedade Unipessoal Lda.
Check Point Software Technologies (RMN) SRL.
Check Point Software Technologies (Russia) OOO
Check Point Software Technologies (Korea) Ltd.
Check Point Software Technologies (Spain) S.A.
Check Point Software Technologies (Switzerland) A.G.
Check Point Software Technologies (Taiwan) Ltd.
Check Point Yazilim Teknolojileri Pazarlama A.S. (3)
Check Point Software Technologies (UK) Ltd.
COUNTRY OF INCORPORATION
Poland
Portugal
Romania
Russia
S. Korea
Spain
Switzerland
Taiwan
Turkey
United
Kingdom
(1) Representative office of Check Point Software Technologies (Hong Kong) Ltd.
(2) 97% owned by Check Point Software Technologies (Netherlands) B.V. and 3% owned by Check Point Software Technologies
Ltd.
(3) 96% owned by Check Point Software Technologies (Netherlands) B.V., 1% owned by Check Point Software Technologies Ltd.
and 3% owned in trust by the directors of Check Point Yazilim Teknolojileri Pazarlama A.S. on behalf of Check Point Software
Technologies (Netherlands) B.V.
Check Point Holding AB wholly owns the subsidiaries listed below, directly or through other subsidiaries:
NAME OF SUBSIDIARY
Check Point Software Technologies (Sweden) AB
Pointsec Norway AS
Reflex Software Ltd. (Jersey)
Reflex Magnetics Ltd. (1)
Reflex Software Luxembourg SARL (1)
COUNTRY OF INCORPORATION
Sweden
Norway
Jersey
United Kingdom
Luxembourg
(1) The company is dormant.
Check Point Software Technologies Inc. wholly owns the subsidiaries listed below:
NAME OF SUBSIDIARY
Pointsec Mobile Technologies, LLC.
NFR Security, Inc.
Zone Labs, L.L.C.
Liquid Machines Inc.
COUNTRY OF INCORPORATION
United States of America (California)
United States of America (Delaware)
United States of America (California)
United States of America (Delaware)
Property and Equipment
Our international headquarters are located in Tel Aviv, Israel. We occupy our headquarters pursuant to a long-term lease with
the City of Tel Aviv – Jaffa, which expires in August 2059. We made a prepayment for the entire term upon entering into this lease
and we are not required to make any additional payments under the lease. Our international headquarters building currently contains
approximately 172,000 square feet of office space and we leased approximately 40,000 square feet of additional space. Our
international headquarters building is used mainly for research and development as well as all other supporting functions. We also
acquired the rights to construct an additional building with approximately 160,000 square feet, which we began building in December
2014. We expect the investment to be approximately $60 million through 2017.
We lease 92,601 square feet in various locations in the United States. Examples of principal office locations in the U.S. are as
follows:
Location
San Carlos, California
Irving, Texas
New York, New York
Primary Usage
U.S. Headquarters
Technical support, education and professional services
Sales
Space (square feet)
40,265
24,807
6,787
27
Outside of Israel and the U.S., we lease offices in various locations throughout the world. Our primary locations are set forth
below:
Location
Europe
Asia and Japan
Canada
Primary Usage
Sales, research and development
Sales
Sales and technical services
Space (square feet)
43,389
26,436
20,705
Principal Capital Expenditures and Divestitures
For more information regarding our principal capital expenditures currently in progress, see “Item 5 – Operating and Financial
Review and Prospects” under the caption “Liquidity and Capital Resources.”
ITEM 4A. UNRESOLVED STAFF COMMENTS
None.
ITEM 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion and analysis is based on our consolidated financial statements including the related notes, and should
be read in conjunction with them. Our consolidated financial statements are provided in “Item 18 – Financial Statements”.
Overview
We develop, market and support a wide range of products and services for IT security and offer our customers an extensive
portfolio of network and gateway security solutions, management solutions and data and endpoint security solutions. Our solutions
operate under a unified security architecture that enables end-to-end security with a single line of unified security gateways and allow
a single agent for all endpoint security that can be managed from a single unified management console. This unified management
allows for ease of deployment and centralized control and is supported by, and reinforced with, real-time security updates. Our
products and services are sold to enterprises, service providers, small and medium sized businesses and consumers. Our open
platform framework allows customers to extend the capabilities of our products and services with third-party hardware and security
software applications. Our products are sold, integrated and serviced by a network of channel partners worldwide.
Our business is subject to the effects of general global economic conditions and, in particular, market conditions in the IT,
Internet security and data security industries. If general economic and industry conditions deteriorate, demand for our products could
be adversely affected.
We derive our sales primarily through indirect channels. During 2015, 2014 and 2013, we derived approximately 53%, 54% and
57%, respectively of our sales from our ten largest channel partners. In 2015, 2014 and 2013, our two largest distributors accounted
for approximately 38%, 37% and 30% of our sales. The following table presents the percentage of total consolidated revenues that we
derive from sales in each of the regions shown:
Year Ended December 31,
2014
2015
2013
Region:
Americas, principally U.S.
Europe
Asia, Middle East and Africa
48%
37%
15%
49%
37%
14%
47%
38%
15%
For information on the impact of foreign currency fluctuations, please refer to “Item 11 – Quantitative and Qualitative
Disclosures about Market Risk – Foreign Currency Risk.”
On February 17, 2015, we completed the acquisition of Hyperwise Ltd, a privately-held Israeli-based company. Hyperwise Ltd.
has developed a unique and cutting-edge CPU-level threat prevention engine that eliminates threats at the point of pre-infection. The
unrivaled exploit prevention technology provides a higher catch rate of threats and provides organizations an unmatched level of
protection against attackers.
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On April 2, 2015, we completed the acquisition of Lacoon Mobile Security, a privately held Israeli based company. Lacoon
provides a comprehensive solution for iOS and Android, delivering real-time mobile security and intelligence to an organization’s
existing security and mobility infrastructure.
Critical Accounting Policies and Estimates
Our consolidated financial statements are prepared in accordance with U.S. GAAP. These accounting principles require us to
make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions that we make are
reasonable based upon information available to us at the time that these estimates, judgments and assumptions were made. These
estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial
statements as well as the reported amounts of revenues and expenses during the periods presented. To the extent there are material
differences between these estimates, judgments or assumptions and actual results, our consolidated financial statements will be
affected. The accounting policies that reflect our more significant estimates, judgments and assumptions and which we believe are the
most critical to aid in fully understanding and evaluating our reported financial results, include the following:
•
•
•
•
•
•
•
•
Revenue recognition (including sales reserves),
Goodwill,
Realizability of long-lived assets (including intangible assets),
Accounting for income taxes,
Equity-based compensation expense,
Allowances for doubtful accounts,
Derivative and hedge accounting, and
Impairment of marketable securities.
In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. GAAP and does not require
management’s judgment in its application. There are also areas in which management’s judgment in selecting among available
alternatives would not produce a materially different result. Our senior management has reviewed these critical accounting policies
and related disclosures with the audit committee of our board of directors. You can see a summary of our significant accounting
policies in Note 2 to our consolidated financial statements, as set forth in Item 18.
Revenue recognition
We derive our revenues mainly from sales of products and licenses, subscriptions and software updates and maintenance. Our
products are generally integrated with software that is essential to the functionality of the product. We sell our products primarily
through channel partners including distributors, resellers, OEMs, system integrators and MSPs, all of whom are considered end users.
We also sell certain products directly to end users primarily through our website.
Subscriptions include security solutions that are sold as a service or annuity.
Software updates and maintenance provide customers with rights to unspecified software product upgrades released during the
term of the agreement and maintenance includes multiple services to customers, primarily telephone access to technical support
personnel and hardware support services.
We recognize revenues when persuasive evidence of an arrangement exists, the product or software license has been delivered
or services were rendered, the amounts are fixed or determinable and collection of the amount is considered probable. Revenues from
subscriptions and from software updates and maintenance are recognized ratably over the term of the agreement. Revenues from
arrangements with payment terms extending beyond customary payment terms are considered not to be fixed or determinable, in
which this case revenue is deferred and recognized when payments become due, provided that all other revenue recognition criteria
have been met.
29
Our products and services generally qualify as separate units of accounting. As such, revenues from multiple element
arrangements that include products, subscriptions and software updates and maintenance are separated into their various elements
using the relative selling price. The estimated selling price for each deliverable is based on its vendor specific objective evidence
(“VSOE”), if available, third party evidence (“TPE”) if VSOE is not available, or best estimated selling price (“BESP”) if neither
VSOE nor TPE is available.
For products, we determined the fair value based on BESP by reviewing historical transactions, and considering several other
external and internal factors including, but not limited to, our pricing practices.
We established VSOE of fair value for subscriptions and for software updates and maintenance based on the renewal prices
charged for such services.
Deferred revenues represent mainly the unrecognized revenue billed for subscriptions and for software updates and
maintenance. Such revenues are recognized ratably over the term of the related agreement.
We recognize revenues net of estimated amounts that may be refunded for sales returns, rebate arrangements with customers and
for our distributors’ right to rotate our products, subject to varying limitations. We estimate and record these reductions based on our
historical sales returns experience, analysis of credit memo data, stock rotation and other known factors. In each accounting period,
we use judgments and estimates to determine potential future sales credits, returns and stock rotation, related to current period
revenue. These estimates affect our “revenue” line item on our consolidated statements of income and affect our “accounts receivable,
net” and our “deferred revenues” on our consolidated balance sheets.
Goodwill
Goodwill is measured as the excess of the cost of acquisition over the sum of the amounts assigned to tangible and identifiable
intangible assets acquired less liabilities assumed. We have one operating segment, and this segment comprises our only reporting
unit.
We review goodwill for impairment annually during the fourth quarter of each fiscal year and whenever events or changes in
circumstances indicate its carrying value may not be recoverable in accordance with ASC 350 “Intangibles – Goodwill and other”.
ASC 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative
goodwill impairment test. An entity is not required to calculate the fair value of a reporting unit unless the entity determines, based on
a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount. Alternatively, ASC 350
permits an entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step of the
goodwill impairment test. Goodwill impairment is deemed to exist if the carrying value of a reporting unit exceeds its fair value. In
such cases, we then calculate the goodwill’s implied fair value by performing a hypothetical allocation of the reporting unit’s fair
value to the underlying assets and liabilities, with the residual being the implied fair value of goodwill. This allocation process
involves using significant estimates, including estimates of future cash flows, future short-term and long-term growth rates, weighted
average cost of capital and assumptions about the future deployment of the long-lived assets of the reporting unit. Other factors we
consider are the brand awareness and the market position of the reporting unit and assumptions about the period of time we will
continue to use the brand in our product portfolio. If these estimates or their related assumptions change in the future, we may be
required to record impairment charges for our goodwill.
We perform the first step of the quantitative goodwill impairment test during the fourth quarter of each fiscal year, or more
frequently if impairment indicators are present and compare the fair value of the reporting unit with its carrying value. Our annual
goodwill impairment analysis did not result in impairment. As of December 31, 2015, the market capitalization of the Company was
significantly higher than the equity book value.
Realizability of long-lived assets (including intangible assets)
We are required to assess the impairment of tangible and intangible long-lived assets subject to amortization, under ASC 360
“Property, Plant and Equipment”, on a periodic basis, when events or changes in circumstances indicate that the carrying value may
not be recoverable. Impairment indicators include any significant changes in the manner of our use of the assets or the strategy of our
overall business, significant negative industry or economic trends and significant decline in our share price for a sustained period.
30
Upon determination that the carrying value of a long-lived asset may not be recoverable based upon a comparison of aggregate
undiscounted projected future cash flows from the use of the asset or asset group to the carrying amount of the asset, an impairment
charge is recorded for the excess of carrying amount over the fair value. We measure fair value using discounted projected future cash
flows. We base our fair value estimates on assumptions we believe to be reasonable but that are unpredictable and inherently
uncertain. If these estimates or their related assumptions change in the future, we may be required to record impairment charges for
our tangible and intangible long-lived assets subject to amortization. No impairment charges were recognized during 2015, 2014 and
2013.
Accounting for income tax
We are subject to income taxes in Israel, the U.S. and numerous foreign jurisdictions. Significant judgment is required in
evaluating our uncertain tax positions and determining our provision for income taxes. Based on the guidance in ASC 740 “Income
Taxes”, we use a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position
for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be
sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit
as the largest amount that is more than 50% likely to be realized upon settlement.
Although we believe we have adequately reserved for our uncertain tax positions, no assurance can be given that the final tax
outcome of these matters will not be different. We adjust these reserves in light of changing facts and circumstances, such as the
closing of a tax audit, the refinement of an estimate or changes in tax laws. To the extent that the final tax outcome of these matters is
different than the amounts recorded, such differences will impact the provision for income taxes in the period in which such
determination is made. The provision for income taxes includes the impact of changes to reserve provisions that are considered
appropriate, as well as the related interest.
Accounting for tax positions requires judgments, including estimating reserves for potential uncertainties. While we believe the
resulting tax balances are appropriately accounted for, the ultimate outcome of such matters could result in favorable or unfavorable
adjustments to our consolidated financial statements and such adjustments could be material. See Note 12 to our Consolidated
Financial Statements for further information regarding income taxes. We have filed or are in the process of filing local and foreign tax
returns that are subject to audit by the respective tax authorities. The amount of income tax we pay is subject to ongoing audits by the
tax authorities, which often result in proposed assessments. We believe that we have adequately provided for any reasonably
foreseeable outcomes related to tax audits and settlements. However, our future results may include favorable or unfavorable
adjustments to our estimated tax liabilities in the period the assessments are made or resolved, audits are closed or when statutes of
limitation on potential assessments expire. See: “Item 3 – Key Information – Risk Factors – Risks Related to Our Business and Our
Market”.
Equity-based compensation expense
We account for equity-based compensation in accordance with ASC 718 “Compensation – Stock Compensation.” Under the fair
value based measurement approach of this statement, stock-based compensation cost is measured at the grant date based on the fair
value of the award and is recognized as an expense over the requisite service periods. Determining the fair value of stock-based
awards at the grant date as well as the determination of the amount of stock-based awards that are expected to be forfeited requires
the exercise of judgment. If actual forfeitures differ from our estimates, equity-based compensation expense and our results of
operations would be impacted. Performance restricted share units are subject to certain performance criteria. We recognized
compensation expense for such awards when we determine it is probable that the related performance condition will be satisfied.
We estimate the fair value of employee stock options and employee stock purchase plan using a Black-Scholes-Merton
valuation model. The fair value of an award is affected by our stock price on the date of grant as well as other assumptions, including
the estimated volatility of our stock price over the expected term of the awards, and the estimated period of time that we expect
employees to hold their stock options. The risk-free interest rate assumption is based upon United States treasury interest rates
appropriate for the expected life of the awards. We use the historical volatility of our publicly traded shares in order to estimate future
stock price trends. In order to determine the estimated period of time that we expect employees to hold their stock options, we use
historical exercise rates of employee groups by job classification. Our expected dividend rate is zero since we do not currently pay
cash dividends on our common stock and do not anticipate doing so in the foreseeable future. We base the fair value of restricted
stock units on the market value of the underlying shares at the date of grant.
31
Allowance for doubtful accounts
We maintain an allowance for doubtful accounts for losses that may result from the failure of our channel partners to make
required payments. We estimate this allowance based on our judgment as to our ability to collect outstanding receivables. We form
this judgment based on factors that may affect a customers’ ability to pay, such as age of the receivable balance and past experience.
If the financial condition of our channel partners were to deteriorate, resulting in their inability to make payments, we would need to
increase the allowance for doubtful accounts.
Derivative and Hedge Accounting
Approximately 59% of our operating expenses were denominated in U.S. dollars or linked to the U.S. dollar. In 2015, 2014 and
2013, we entered into foreign exchange forward contracts to hedge our balance sheet items and significant portion of our future cash
flow from payments of payroll and related expenses, in order to reduce the impact of foreign currency on our results. These foreign
exchange forward contracts are mainly denominated in Israeli Shekel. Our cash flow from operations could be affected from the
outcome of these instruments.
The accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been
designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative
instruments that are designated and qualify as hedging instruments, we must designate the hedging instrument, based upon the
exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge of a net investment in a foreign operation. If the derivatives
meet the definition of a hedge and are so designated, depending on the nature of the hedge, changes in the fair value of such
derivatives will either be offset against the change in fair value of the hedged assets, liabilities, or firm commitments through
earnings, or recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective portion of a
derivative’s change in fair value is recognized immediately in earnings. We estimate the fair value of such derivative contracts based
on forward and spot rates quoted in active markets.
Establishing and accounting for foreign exchange contracts involve judgments, such as determining the fair value of the
contracts, determining the nature of the exposure, assessing its amount and timing, and evaluating the effectiveness of the hedging
arrangement.
Although we believe that our estimates are accurate and meet the requirement of hedge accounting, actual results could differ
from these estimates, and such difference could cause fluctuation in our recorded operating expenses.
Impairment of Marketable Securities
Our marketable securities are classified as available-for-sale securities. We assess our available-for-sale marketable securities on
a regular basis for other-than-temporary impairment. Pursuant to the accounting guidance in ASC 320 “Investments- Debt and Equity
Securities”, if we have a security with a fair value less than its amortized cost and we intend to sell the security or it is more likely
than not we will be required to sell the security before it recovers, an other-than temporary impairment has occurred and we must
record the entire amount of the impairment in earnings. If we do not intend to sell the security or it is not more likely than not we will
be required to sell the security before it recovers in value, we must estimate the net present value of cash flows expected to be
collected. If the amortized cost exceeds the net present value of cash flows, such excess is considered a credit loss and an other-than-
temporary impairment has occurred. The credit loss component is recognized in earnings and the residual portion of the other-than-
temporary impairment is recorded in other comprehensive income. The determination of credit losses requires significant judgment
and actual results may be materially different than our estimate. We consider the likely reason for the decline in value, the period of
time the fair value was below amortized cost, changes in and performance of the underlying collateral, the ability of the issuer to meet
payment obligations, changes in ratings and market trends and conditions.
We measure our money market funds and marketable securities at fair value. Money market funds and marketable securities are
classified within Level 1 or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources
and models utilizing market observable inputs.
32
Results of Operations
The following table presents information concerning our results of operations in 2015, 2014 and 2013:
Revenues:
Products and licenses
Subscriptions
Software updates and maintenance
Total revenues
Operating expenses(*):
Cost of products and licenses
Cost of subscriptions
Cost of software updates and maintenance
Amortization of technology
Total cost of revenues
Research and development
Selling and marketing
General and administrative
Total operating expenses
Operating income
Financial income, net
Income before taxes on income
Taxes on income
Net income
2015
Year Ended December 31,
2014
(in thousands)
2013
$ 555,792
318,624
755,422
1,629,838
101,158
7,623
78,468
1,808
189,057
149,279
359,804
91,981
790,121
839,717
34,073
873,790
187,924
$ 685,866
$ 520,312
265,021
710,483
1,495,816
95,868
5,626
74,807
240
176,541
133,300
306,363
78,558
694,762
801,054
28,762
829,816
170,245
$ 659,571
$ 496,930
217,088
680,087
1,394,105
88,862
5,480
67,680
612
162,634
121,764
276,067
72,735
633,200
760,905
34,931
795,836
143,036
$ 652,800
(*)
Including pre-tax charges for stock-based compensation, amortization of intangible assets and acquisition related expenses in the
following items:
Amortization of intangible assets and acquisition related expenses
Amortization of technology
Research and development
Selling and marketing
Total amortization of intangible assets and acquisition related expenses
Stock-based compensation
Cost of products and licenses
Cost of software updates and maintenance
Research and development
Selling and marketing
General and administrative
Total stock-based compensation
$ 1,808
6,146
3,267
$11,221
$
240
—
1,866
$ 2,106
$
612
—
2,408
$ 3,020
$
65
1,520
11,544
16,351
46,822
$76,302
66
$
1,024
9,284
13,339
39,456
$63,169
$
77
971
9,001
11,193
29,870
$51,112
33
The following table presents information concerning our results of operations as a percentage of revenues for the periods
indicated:
Year Ended December 31,
2014
2015
2013
Revenues:
Products and licenses
Subscriptions
Software updates and maintenance
Total revenues
Operating expenses:
Cost of products and licenses
Subscriptions
Cost of software updates and maintenance
Amortization of technology
Total cost of revenues
Research and development
Selling and marketing
General and administrative
Total operating expenses
Operating income
Financial income, net
Income before taxes on income
Taxes on income
Net income
34%
20
46
100%
35%
18
47
100%
36%
16
48
100%
6
1
5
—
12
9
22
5
48
52
2
54
12
42
6
1
5
—
12
9
20
5
46
54
2
56
12
44
6
1
4
—
11
9
20
5
45
55
2
57
10
47
Revenues
We derive our revenues mainly from the sale of products and licenses, subscriptions and software updates and maintenance. Our
revenues were $1,630 million in 2015, $1,496 million in 2014 and $1,394 million in 2013.
Total revenues in 2015 grew by 9% compared to 2014. Product and license revenues increased by $36 million, or 7%, from
$520 million in 2014 to $556 million in 2015, which was attributed primarily to growth in sales of our security solutions products.
Subscription revenues increased by $54 million, or 20%, from $265 million in 2014 to $319 million in 2015, which was driven by
continuing shift toward Blade Packages which include our Next Generation Firewall, Next Generation Threat Prevention and Next
Generation Threat Extraction. In 2015, product and license and subscription revenues as a percentage of total revenues were 54%,
compared to 53% in 2014. Software updates and maintenance revenues increased by $45 million, or 6%, from $710 million in 2014
to $755 million in 2015, primarily as a result of renewals of existing and new sales of maintenance contracts.
Total revenues in 2014 grew by 7% compared to 2013. Product and license revenues increased by $23 million, or 5%, from
$497 million in 2013 to $520 million in 2014, which was attributed primarily to growth in sales of our security solutions products.
Subscription revenues increased by $48 million, or 22%, from $217 million in 2013 to $265 million in 2014, which was driven by
continuing shift toward Blade Packages which include our Next Generation Firewall and Next Generation Threat Prevention. In 2014,
product and license and subscription revenues as a percentage of total revenues were 53%, compared to 51% in 2013. Software
updates and maintenance revenues increased by $30 million, or 4%, from $680 million in 2013 to $710 million in 2014, primarily as
a result of renewals of existing and new sales of maintenance contracts.
34
Cost of Revenues
Total cost of revenues was $189 million in 2015, $177 million in 2014 and $163 million in 2013. Cost of revenues includes cost
of product and licenses, cost of subscriptions and cost of software updates and maintenance and amortization of technology. Our cost
of products and licenses includes mainly cost of software and hardware production, packaging and shipping. Our cost of subscriptions
includes mainly license fees paid to third parties. Our cost of software updates and maintenance include mainly the cost of post-sale
customer support.
Cost of products and licenses was $101 million in 2015, $96 million in 2014 and $89 million in 2013, and represented 18% of
products and licenses revenues in each of 2015, 2014 and 2013. The increase of $5 million in 2015 and $7 million in 2014 in cost of
products and licenses was in line with the growth in revenues from product and licenses.
Cost of subscriptions was $8 million in 2015, $6 million in 2014 and $5 million in 2013, and represented 2%, 2% and 3% of
subscription revenues in 2015, 2014 and 2013, respectively. The reduction in the percentage of these costs is attributable to the
reduced cost of license fees.
Cost of software updates and maintenance was $78 million in 2015, $75 million in 2014 and $68 million in 2013 and
represented 10%, 11% and 10% of software updates and maintenance revenues in 2015, 2014 and 2013, respectively. In 2015, the
$3 million increase in the cost of updates and maintenance was primarily the result of a $3 million increase in compensation
expenses, which was related mainly to increase in headcount of employees and contractors, from 557 at the end of 2014 to 590 at the
end of 2015.
In 2015, amortization of technology increased from $0.2 in 2014 to $1.8 million. The increase is attributed to the acquisition
made during the year.
Research and Development
Research and development expenses were $149 million in 2015, $133 million in 2014 and $122 million in 2013, and
represented 9% of revenues in 2015, 2014, and 2013. Research and development expenses consist primarily of salaries and other
related expenses for personnel, as well as the cost of facilities and depreciation of capital equipment. Out of the increase of $16
million in 2015 compared to 2014, $11 million was primarily as a result of an increase in compensation for employees engaged in
research and development, mainly attributed to new hires and acquisitions made during the year. Out of the increase of $11 million in
2014 compared to 2013, $9 million was primarily as a result of an increase in compensation for employees engaged in research and
development.
The majority of our personnel engaged in research and development are located in Israel, where compensation-related expenses
are paid in Israeli Shekels, and in Sweden, where compensation-related expenses are paid in Swedish Krona, while our research and
development expenses are reported in U.S. dollars. Therefore, changes to the exchange rate between the Israeli Shekel and the U.S.
dollar, and between the Swedish Krona and the U.S. dollar, have affected and may in the future affect our research and development
expenses. We have forward contracts to hedge against a certain portion of the exposure mentioned above.
Selling and Marketing
Selling and marketing expenses consist primarily of salaries, commissions, advertising, trade shows, seminars, public relations,
co-op activities with partners, travel and other related expenses. Selling and marketing expenses were $360 million in 2015, $306
million in 2014 and $276 million in 2013, which represented 22% of revenues in 2015, 20% of the revenues in 2014 and 2013. In
2015 and 2014, there was an increase of $54 million and $30 million, respectively. Of this increase, $35 million and $25 million was
primarily as a result of an increase in headcount and compensation committed to sales and marketing, respectively.
Our selling and marketing expenses worldwide are paid in local currencies and are reported in U.S. dollars. Therefore, changes
to the exchange rates between the local currencies and the U.S. dollar have affected, and may in the future affect, our expense level.
35
General and Administrative
General and administrative expenses consist primarily of salaries and other related expenses for personnel, professional fees,
insurance costs, legal and other expenses. General and administrative expenses were $92 million in 2015, $79 million in 2014 and
$73 million in 2013, and represented 5% of revenues in each of 2015, 2014 and 2013. In 2015, there was an increase of $13 million in
general and administrative expenses, which was primarily due to increase in share-based compensation of $7 million and increase in
legal expenses and compensation. In 2014, there was an increase of $6 million in general and administrative expenses, which was
primarily due to increase in share-based compensation of $10 million, primarily offset by a decrease of legal expenses.
Operating Income Margin
We had operating margin of 52% in 2015, 54% in 2014 and 55% in 2013. Our operating margin decreased by 2% and 1% in
2015 and 2014, respectively, due to the increase in compensation expense related to the growth in headcount during these years.
We may experience future fluctuations or declines in operating margins from historical levels due to several factors, as
described above in “Item 3 – Key Information” under the caption “Risk Factors – Risks Relating to Our Business and Our Market –
Our operating margins may decline.”
Financial Income, Net
Net financial income consists primarily of interest earned on cash equivalents and marketable securities. Net financial income
was $34 million in 2015, $29 million in 2014 and $35 million in 2013. As we generally hold debt securities until maturity, our current
portfolio’s yield is derived primarily from market interest rates and the yield of securities on the date of the investment. Since most of
our investments are in U.S. dollars denominated securities, our net financial income is heavily dependent on prevailing U.S. interest
rates changes and the market expectations to such changes. The increase in net financial income in 2015 was primarily due to market
expectations for an increase in U.S. interest rates, leading to better yields on securities purchased in 2015. The decrease in net
financial income in 2014 was primarily due to lower interest rates for our cash equivalents and marketable securities.
We review various factors in determining whether we should recognize an impairment charge for our marketable securities,
including whether the Company intends to sell, or if it is more likely than not that the Company will be required to sell before
recovery of the amortized cost basis of, such marketable securities, the length of time and extent to which the fair value has been less
than its cost basis in such marketable securities, the credit ratings of such marketable securities, the nature of underlying collateral as
applicable and the financial condition, expected cash flow and near-term prospects of the issuer. In evaluating when declines in fair
value are other-than-temporary, we considered all available evidence, including market declines subsequent to the end of the period.
We may recognize additional losses in the future should the prospects of the issuers of these securities continue to deteriorate. In
2015, no other-than-temporary impairment was recorded.
For further risk related to our portfolio see also Item 3, “Risk Factors – Risks Related to Our Business and Our Market – Our
cash balances and investment portfolio have been, and may continue to be, adversely affected by market conditions and interest
rates”.
Taxes on Income
Total taxes on income were $188 million in 2015, $170 million in 2014 and $143 million in 2013. Our effective tax rate was
21.5% in 2015, 20.5% in 2014 and 18% in 2013. The higher effective tax rates in 2015 and 2014 are attributed to the increase in the
Preferred Enterprise tax rates during these years, from 12.5% in 2013 to 16% in 2014 and 2015 as well as the increase in the statutory
tax rates from 25% in 2013 to 26.5% in 2014 and 2015. See Note 12 to our consolidated financial statements for further information
on our statutory rates.
Additional details are provided in “Item 10 – Additional Information” under the caption “Israeli taxation, foreign exchange
regulation and investment programs” and “Item 3 – Key Information” under the caption “The tax benefits available to us require us to
meet several conditions, and may be terminated or reduced in the future, which would increase our taxes.”
36
Liquidity and Capital Resources
During 2015, 2014 and 2013, we financed our operations through cash generated from operations. Our total cash and cash
equivalents, short-term investments and long-term interest bearing investments, were $3,615 million as of December 31, 2015 and
$3,683 million as of December 31, 2014. Our cash and cash equivalents and short-term investments were $1,284 million as of
December 31, 2015 and $1,312 million as of December 31, 2014. Our long-term interest bearing investments were $2,331 million as
of December 31, 2015 and $2,370 million as of December 31, 2014. Our financial assets are held and managed through the parent
company in Israel and our subsidiaries in Singapore and the U.S.
We generated net cash from operations of $947 million in 2015, $786 million in 2014 and $811 million in 2013. Net cash from
operations for 2015, 2014 and 2013 consisted primarily of net income adjusted for non-cash activity including stock-based
compensation expenses, depreciation, amortization of intangible assets plus changes in deferred revenues, accrued expenses and other
liabilities, trade receivables and prepaid expenses and other assets. In addition to the increase in our net income in 2015, our cash
flows provided by operating activities reflect also the increase in our deferred revenues and accrued expenses and other current
liabilities. In 2014 and 2013, we paid additional taxes as a result of a settlement agreement with the Israeli Tax Authority. See also
“Item 8 – Financial Information” under the caption “Legal Proceedings” and Note 12 to our Consolidated Financial Statements for
further information.
Net cash used in investing activities was $153 million in 2015, $246 million in 2014 and $546 million in 2013. In 2015 net cash
used in investing activities consisted primarily of additional investments and proceeds related to marketable securities and short terms
deposits as well as cash paid for acquisitions of subsidiaries. In 2014 and 2013 our net cash used in investing activities consisted
primarily of investments and proceeds related to marketable securities and short terms deposits. Our capital expenditures amounted to
$17 million in 2015, $13 million in 2014 and $10 million in 2013. Our capital expenditures consisted primarily of computer
equipment and software, construction of a new office building in Israel and leasehold improvements.
Net cash used in financing activities was $864 million in 2015, $686 million in 2014 and $432 million in 2013. In 2015, 2014
and 2013, net cash used in financing activities was attributed primarily to the repurchase of ordinary shares. Under the repurchase
programs, we may purchase our ordinary shares from time to time, depending on market conditions, share price, trading volume and
other factors. In 2015, 2014 and 2013, we repurchased ordinary shares in the amount of $986 million, $768 million and $534 million,
respectively. We re-issue the repurchased shares to settle exercises of options and awards of restricted share units to our employees
and directors. Proceeds from such activities were $103 million, $70 million and $67 million in 2015, 2014 and 2013, respectively.
Our investments in marketable securities are classified as available-for-sale. Available-for-sale securities are carried at fair
value, with the unrealized gains and losses, net of tax, recorded in other comprehensive income. Amortization of premium, discount
and interest is recorded in our statements of income.
Our liquidity could be negatively affected by a decrease in demand for our products and services, including the impact of
changes in customer buying that may result from the current general economic downturn. Also, if the financial system or the credit
markets continue to deteriorate or remain volatile, our investment portfolio may be impacted and the values and liquidity of our
investments could be adversely affected.
Our principal sources of liquidity consist of our cash and cash equivalents, short-term deposits and marketable securities (which
aggregated $3,615 million as of December 31, 2015) and our cash flow from operations. We believe that these sources of liquidity
will be sufficient to satisfy our capital expenditure requirements for the next twelve months.
Research and Development, Patents and Licenses, etc.
Additional details are provided in this Item 5, under the caption “Results of Operations”.
Trend Information
Additional details are provided in this Item 5, under the caption “Results of Operations”.
Off-Balance Sheet Arrangements
We are not a party to any off-balance sheet arrangements. In addition, we have no unconsolidated special purpose financing or
partnership entities that are likely to create contingent obligations.
37
Tabular Disclosure of Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2015:
Total
Operating lease obligations
Uncertain income tax positions(*)
Severance pay(**)
Total
4-5 years
1-3 years
Payments due by period
Less than 1
year
(in thousands)
8,889 $ 8,491 $ 1,174
—
—
8,889 $ 8,491 $ 1,174
— —
— —
$ 18,554 $
$284,108
$ 9,451
$312,113 $
(*) Accrual for uncertain income tax position under ASC 740 “Income Taxes,” is paid upon settlement and we are unable to
reasonably estimate the ultimate amount or timing of settlement. See Note 12f of our Consolidated Financial Statements for
further information regarding the Company’s liability under ASC 740.
(**) Severance pay obligations to our Israeli employees, as required under Israeli labor law, are payable only upon termination,
retirement or death of the respective employee and there is no obligation for benefits accrued prior to 2007, if the employee
voluntarily resigns. These obligations are partially funded through accounts maintained with financial institutions and
recognized as an asset on our balance sheet. Of this amount, $4 million is unfunded.
ITEM 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors and Senior Management
Our directors and executive officers as of December 31, 2015, were as follows:
Name
Gil Shwed
Marius Nacht
Jerry Ungerman
Amnon Bar-Lev
Tal Payne
Julie Parrish
Dorit Dor
Position
Chief Executive Officer and Director
Chairman of the Board
Vice Chairman of the Board
President
Chief Financial Officer and Chief
Operating Officer
Chief Marketing Officer
Vice President of Products
Yoav Chelouche (3) Director
Irwin Federman (3) Director
Guy Gecht (3)
Director
Dan Propper
Director
Ray Rothrock(3)
Director
David Rubner
Director
Tal Shavit
Director
Independent
Director (1)
Outside
Director
(2)
Member
of Audit
Committee
Member of
Compensation
Committee
Member of
Nominating
Committee
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
√
(1)
(2)
(3)
“Independent Director” under the NASDAQ Global Select Market regulations and the Israeli Companies Law (see explanation
below).
“Outside Director” as required by the Israeli Companies Law (see explanation below).
“Financial expert” as required by the Israeli Companies Law and NASDAQ requirements with respect to membership on the
audit committee (see “Item 16A – Audit Committee Financial Expert”).
38
Gil Shwed is the founder, Chief Executive Officer and Director. Mr. Shwed served as Chairman of our board of directors until
September 2015. Mr. Shwed is considered the inventor of the modern firewall and authored several patents, such as the company’s
Stateful Inspection technology. Mr. Shwed has received numerous accolades for his individual achievements and industry contributions,
including an honorary Doctor of Science from the Technion – Israel Institute of Technology, an honorary Doctor of Science from Tel
Aviv University, the World Economic Forum’s Global Leader for Tomorrow for his commitment to public affairs and leadership in areas
beyond immediate professional interests, and the Academy of Achievement’s Golden Plate Award for his innovative contribution to
business and technology. Mr. Shwed is the Chairman of the Board of Trustees of the Youth University of Tel Aviv University.
Mr. Shwed is a Tel Aviv University Governor and founder of the University’s Check Point Institute for Information Security. He is also
Chairman of the Board of the board of directors of Yeholot Association Founded by the Rashi Foundation whose charter is, among other
things, to reduce the dropout rates in high schools.
Marius Nacht, one of Check Point’s founders, has served as Chairman of our board of directors since September 2015 and as Vice
Chairman of our board of directors from 2001 until September 2015. Mr. Nacht has also served as one of our directors since we were
incorporated in 1993. From 1999 through 2005, Mr. Nacht held Senior Vice President roles at Check Point. Mr. Nacht earned a B.S. (cum
laude) in Physics and Mathematics from the Hebrew University of Jerusalem in 1983, and an M.S. in Electrical Engineering and
Communication Systems from Tel Aviv University in 1987.
Jerry Ungerman has served as Vice Chairman of our board of directors since 2005. From 2001 to 2005, Mr. Ungerman served as
our President and before that, from 1998 until 2000, he served as our Executive Vice President. Prior to joining us, Mr. Ungerman
accumulated more than 30 years of high-tech sales, marketing and management experience at Hitachi Data Systems (HDS), a data storage
company and a member of the Hitachi, Ltd. group. He began his career with International Business Machines Corp. (IBM), a global
technology products and services company, after earning a B.A. in Business Administration from the University of Minnesota.
Amnon Bar-Lev, President at Check Point, is responsible for worldwide sales, global partner programs, business development and
technical services for the company. Mr. Bar-Lev joined Check Point in 2005 and brings more than 15 years of high-tech sales, marketing
and management experience to the organization. Prior to joining Check Point, Mr. Bar-Lev was founder and CEO of Xpert Integrated
System Ltd., a leading provider of security, business-continuity and infrastructure platforms and solutions. Before forming Xpert,
Mr. Bar-Lev began his career in the Israeli Air Force where he held several positions within the operational and administration units.
Mr. Bar-Lev holds a B.A. in Computer Science (HONS) and Management (HONS) from Tel-Aviv University.
Tal Payne brings over 15 years of financial management experience, serving as Chief Financial Officer of Check Point since joining
in 2008 and as Chief Financial and Operations Officer since 2015. Ms. Payne oversees Check Point’s global operations and finance,
including investor relations, legal, treasury, purchasing and facilities. Prior to joining Check Point, Ms. Payne served as Chief Financial
Officer at Gilat Satellite Networks, Ltd., where she held the role of Vice President of Finance for over five years. Ms. Payne began her
career as a certified public accountant at PricewaterhouseCoopers. Ms. Payne holds a B.A. in Economics and Accounting and an
Executive M.B.A., both from Tel Aviv University. Ms. Payne is a certified public accountant.
Julie Parrish, Chief Marketing Officer at Check Point since December 2015, is responsible for leading the company’s global
marketing team, overseeing strategic initiatives to drive awareness and demand for Check Point solutions. Prior to joining Check Point,
Ms. Parrish was the Chief Marketing Officer at NetApp, Inc., where she had also served as senior vice president of worldwide channel
sales. She has held numerous senior leadership positions in marketing and channel sales at Fortune 1000 companies including Symantec,
Veritas, Nokia and 3Com (now part of HP). Ms. Parrish holds a Bachelor of Science degree in Decision Information Science from the
University of Santa Clara.
Dr. Dorit Dor, Vice President of Products at Check Point, manages all product and development functions for both the enterprise
and consumer divisions of the company. Her core responsibilities include leading the company’s product management, research and
development (R&D) and quality assurance (QA) initiatives from concept to delivery. Since joining the company in 1995, Dr. Dor has
served in several pivotal roles in Check Point’s R&D organization. She has been instrumental to the organization’s growth and managed
many successful product releases. Dr. Dor holds a Ph.D. and M.S degree in computer science from Tel-Aviv University, in addition to
graduating cum laude for her B.S. She has been published in several influential scientific journals for her research on graph
decomposition, median selection and geometric pattern matching in d-dimensional space. In 1993, she won the Israel National Defense
Prize.
Yoav Z. Chelouche has served on our board of directors since 2006. Mr. Chelouche has also served as one of our outside directors
under the Israeli Companies Law since 2006. Mr. Chelouche has been Managing Partner of Aviv Venture Capital since August 2000.
Prior to joining Aviv Venture Capital, Mr. Chelouche served as President and Chief Executive Officer of Scitex Corp., a world leader in
digital imaging and printing systems, from December 1994 until July 2000. From August 1979 until December 1994, Mr. Chelouche held
various managerial positions with Scitex, including VP Strategy and Business Development, VP Marketing and VP Finance for Europe.
Mr. Chelouche is a member of the board of directors of a number of private companies. He is a director of Arava Bio-Tech Ltd. He is also
an external director of the Tel Aviv Stock Exchange (TASE). Mr. Chelouche earned a B.A. in Economics and Statistics from Tel Aviv
University, and an M.B.A. from INSEAD University in Fontainebleau, France.
39
Irwin Federman has served on our board of directors since 1995. Mr. Federman has also served as one of our outside directors
under the Israeli Companies Law since 2000. Mr. Federman has been a General Partner of U.S. Venture Partners, a venture capital
firm, since 1990. Mr. Federman serves as director of SanDisk Corp., Mellanox Technologies Ltd., Intermolecular, Inc. and a number
of private companies. Mr. Federman received a B.S. in Economics from Brooklyn College.
Guy Gecht has served on our board of directors since 2006. Mr. Gecht has also served as one of our outside directors under the
Israeli Companies Law since 2006. Mr. Gecht is the Chief Executive Officer of Electronics For Imaging, Inc. (EFI), a company that
provides digital imaging and print management solutions for commercial and industrial applications and has served in this position
since January 2000. From October 1995 until January 2000, Mr. Gecht held various positions with EFI, including President of the
company. Prior to joining EFI, Mr. Gecht held various software engineering positions with technology companies. Mr. Gecht holds a
B.S. in Computer Science and Mathematics from Ben-Gurion University in Israel.
Dan Propper has served on our board of directors since 2006. Mr. Propper is the Chairman of the Board for the Osem Group, a
leading Israeli manufacturer of food products. Mr. Propper served as the Chief Executive Officer of Osem for 25 years until April
2006. In addition to his role at Osem, from 1993 until 1999, Mr. Propper served as President of Israel’s Manufacturers’ Association,
an independent umbrella organization representing industrial enterprises in Israel, and as Chairman of the Federation of Economic
Organizations in Israel, which unites economic and business organizations that represents all business sectors in Israel. Mr. Propper
has received numerous awards for his contributions to the Israeli industry and economy, including an honorary Doctorate from the
Technion – Israel Institute of Technology in 1999. Mr. Propper serves as a member of the board of directors of Osem Investments
Ltd., Teva Pharmaceutical Industries and a number of private companies. Mr. Propper is also a member of the board of governors of
the Technion, the Weizmann Institute of Science, TA University and Ben-Gurion University in Israel. Mr. Propper earned a B.Sc.
(summa cum laude) in Chemical Engineering and Food Technology from the Technion. From October 2011 to September 2014,
Mr. Propper served as the Chairman of the Supervisory Council of the Bank of Israel.
Ray Rothrock has served on our board of directors since 1995. Mr. Rothrock has also served as one of our outside directors
under the Israeli Companies Law since 2000. Mr. Rothrock is a Partner emeritus at Venrock, a venture capital firm, where he was a
member since 1988 and a general partner since 1995. He retired from Venrock in 2013. Presently, Mr. Rothrock is the Chairman and
Chief Executive Officer of RedSeal, Inc., a cybersecurity analytics company. Mr. Rothrock is also a director of a number of private
companies. Mr. Rothrock received a B.S. in Engineering from Texas A&M University, an M.S. from the Massachusetts Institute of
Technology and an M.B.A. from the Harvard Business School.
David Rubner has served on our board of directors since 1999. Mr. Rubner is Chairman and Chief Executive Officer of Rubner
Technology Ventures Ltd., a venture capital firm, and is a general partner at Hyperion Israel Advisors Ltd., a venture capital fund.
Prior to founding Rubner Technology Ventures, Mr. Rubner served as President and Chief Executive Officer of ECI
Telecommunications Ltd., a provider of telecommunications networking infrastructure solutions from September 1991 to February
2000. Prior to his appointment as President and Chief Executive Officer, Mr. Rubner held various management positions at ECI
Telecom. Mr. Rubner serves as a member of the boards of directors of Messaging International Ltd., Radware Ltd., Eltek Ltd., and a
number of private companies. Mr. Rubner is also a member of the Board of Trustees of Jerusalem College of Technology and Shaare
Zedek Hospital. Mr. Rubner holds a B.S. in Engineering from Queen Mary College, University of London and an M.S. in Electrical
Engineering from Carnegie Mellon University, and he was a recipient of the Industry Prize in 1995.
Dr. Tal Shavit has served on our board of directors since 2000. Dr. Shavit is an organizational consultant specializing in
international collaboration between Israeli and American companies, consulting in the management of cultural differences in order to
forge effective collaboration. Her work with leading management teams includes the definition of organizational culture as the engine
of the company’s activities. She consults with companies undergoing structural change with emphasis on organizational growth
through effective mergers and acquisitions and a redefining of management roles in order to meet market changes.
Of the individuals mentioned above, only Gil Shwed and Marius Nacht owned more than one percent of our outstanding shares
as of December 31, 2015. Additional details are provided in this Item 6, under the caption “Share ownership” and in “Item 7 – Major
Shareholders and Related Party Transactions.”
Some of our directors are board members of multiple companies, some of which may be technology companies. The board of
directors has determined that there are no current conflicts of interest with respect to any of our directors.
The terms of Gil Shwed, Marius Nacht, Jerry Ungerman, Dan Propper, David Rubner and Dr. Tal Shavit will expire at our 2016
annual meeting of shareholders. The terms of Irwin Federman and Ray Rothrock will expire at our 2017 annual meeting of
shareholders, and the terms of Yoav Chelouche and Guy Gecht will expire at our 2018 annual meeting of shareholders.
40
There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any of
the directors or members of senior management are elected.
Compensation of Directors and Officers
The total direct cash compensation that we accrued for our directors and executive officers as a group was approximately $2.5
million for the year ended December 31, 2015. These amounts include $0.15 million that were set aside or accrued to provide for
severance and retirement insurance policies in 2015. These amounts do not include amounts accrued for expenses related to business
travel, professional and business association dues and other business expenses reimbursed to officers. We do not have any agreements
with our directors who are also officers that provide for benefits upon termination of employment, except for severance payments
mandated by Israeli law for all employees employed in Israel.
Following is a summary of the salary and benefits paid to our five most highly compensated executive officers in 2015 (in
thousands of U.S dollars) (referred to as the “Covered Executives”):
Mr. Gil Shwed, Chief Executive Officer and Director. Cash compensation expenses recorded in 2015 consisted of $14.0 in
salary expenses, and $12.7 in benefit costs. Mr. Shwed requested to forego his salary and bonus for 2015, as he has done for the past
several years. Following consideration of Mr. Shwed’s request, our compensation committee and board of directors have determined
that Mr. Shwed will not receive a bonus for 2015, and will not receive any cash compensation for 2015 except for an amount equal to
the minimum wage required under Israeli law.
Mr. Amnon Bar-Lev, President. Compensation expenses recorded in 2015 included $384.4 in salary expenses and $85.7 in
benefit costs.
Dr. Dorit Dor, Vice President, Products. Compensation expenses recorded in 2015 included $305.0 in salary expenses and
$70.4 in benefit costs.
Ms. Tal Payne, Chief Financial Officer. Compensation expenses recorded in 2015 included $368.0 in salary expenses and $84.7
in benefit costs.
Ms. Miryam Steinitz, Head of Human Resources. Compensation expenses recorded in 2015 included $180.9 in salary expenses
and $45.8 in benefit costs.
The salary expenses summarized above include the gross salary paid to the Covered Executives, and the benefit costs include
the social benefits paid by us on behalf of the Covered Executives, including convalescence pay, contributions made by the company
to an insurance policy or a pension fund, work disability insurance, severance, educational fund and payments for social security. We
do not lease vehicles for our Covered Executives.
In accordance with the company’s executive compensation policy, we also paid cash bonuses to our Covered Executives (other
than the Chief Executive Officer) upon compliance with predetermined 2015 performance parameters set by the Compensation
Committee and the Board of Directors. The 2015 cash bonus expenses for Mr. Bar-Lev, Dr. Dor, Ms. Payne and Ms. Steinitz were
$413.9, $267.8, $359.8 and $128.1, respectively. The cash compensation amounts were denominated in Israeli Shekels and converted
into U.S. Dollars at the exchange rate as of year-end.
We currently pay each of our non-executive directors an annual cash retainer of $40,000 for the services provided to our board
of directors and an annual cash retainer of $7,500 for each committee membership. In addition, we pay the chair of our audit
committee an annual cash retainer of $7,500 and the chair of each of our nominating committee and compensation committee an
annual cash retainer of $2,500. Only directors who are not officers receive compensation for serving as directors.
From time to time, we grant options and other awards under our equity incentive plans (described below) to our executive
officers and directors. See Item 10 “Additional Information – Compensation of Executive Officers and Directors; Executive
Compensation Policy” for a detailed description of the approval procedures we follow in compensating our directors and executive
officers.
Our non-employee directors receive an automatic option grant and are also eligible for discretionary awards under the plans.
Each non-employee director who is first elected or appointed to the board of directors is granted an option to purchase 50,000
ordinary shares on the date of the initial election or appointment, vesting in equal annual installments over a four-year period. On the
date of
41
each annual general meeting of shareholders, each non-employee director who is to continue to serve as a non-employee director after
the annual meeting is granted an option to purchase an additional 25,000 ordinary shares, of which 50% vest six months after the grant
date, 25% vest nine months after the grant date, and another 25% vest a year after the grant date, provided that the director has served as
a non-employee director for at least six months prior to the date of the annual meeting. The directors in office immediately prior to the
date of initial appointment or election, or of the annual meeting, as applicable, may determine to reduce the initial or annual grant to all
non-employee directors or specific non-employee directors.
All options to directors are granted at an exercise price equal to 100% of the closing price of the ordinary shares on the NASDAQ
Global Select Market on the date of grant.
In line with our goal of aligning the compensation of Mr. Gil Shwed, our Chief Executive Officer and Director, with the objectives
of our shareholders, on June 9, 2015, we granted Mr. Shwed options to purchase 1.6 million ordinary shares at an exercise price equal to
100% of the closing price of the ordinary shares on the NASDAQ Global Select Market on the date of the grant, vesting over a period of
4 years.
As of December 31, 2015, our executive officers and directors held options to purchase an aggregate of approximately
12.23 million shares and held 96,486 restricted stock units under our stock option and equity incentive plans. The exercise prices of
these options range between $ 26.47 and $ 83.59, and their expiration dates range between July 2016 and June 2022. During 2015, we
granted our executive officers and directors options to purchase an aggregate of approximately 2.35 million shares and approximately
32.23 thousand RSUs under our equity incentive plans. The exercise price of these options was $80.67-$83.59, and their expiration is
January 2022-June 2022. Other than as specified in the share ownership table under the caption “Share ownership” below, none of our
directors and executive officers holds more than 1% of our outstanding shares.
We recorded equity-based compensation expenses in our financial statements for the year ended December 31, 2015 for
Mr. Shwed, Mr. Bar-Lev, Dr. Dor, Ms. Payne and Ms. Steinitz, of $35,717.1, $4,028.3, $2,932.7, $2,499.7 and $576.1, respectively.
Assumptions and key variables used in the calculation of such amounts are described in Note 2 u. to our audited consolidated financial
statements included in Item 18 of this Annual Report. All equity-based compensation grants to our Covered Executives were made in
accordance with the parameters of our company’s executive compensation policy and were approved by the company’s Compensation
Committee and Board of Directors, and, in the case of the equity-based compensation granted to the Chief Executive Officer, also by the
company’s shareholders in accordance with Israel’s Companies Law.
Board Practices
Our board of directors currently consists of ten members. Under our articles of association, the board is to consist of between six
and twelve members. Each director (other than an outside director as described below) is elected to serve until the next annual general
meeting of shareholders and until his or her successor has been elected. Each executive officer is elected by the board of directors and
serves at the discretion of the board. All of our executive officers and directors, other than non-employee directors, devote substantially
all of their working time to our business. There are no family relationships among any of our directors, officers or key employees.
Our articles of association provide that any director may, by written notice to us, appoint another person to serve as an alternate
director or may cancel the appointment of an alternate director. Any person eligible to serve as a director, other than a person who is
already a director or an alternate director, may act as an alternate director. The term of appointment of an alternate director may be for
one meeting of the board, for a specified period of time, a specified meeting or action of the board or until notice is given of the
cancellation of the appointment. No director has appointed, and, to our knowledge, no director currently intends to appoint, any other
person as an alternate director. We do not have any service contracts with our directors providing for benefits upon termination of
service.
Outside and Independent Directors
Outside directors. In accordance with the Israeli Companies Law and the relevant regulations, we must have at least two outside
directors who meet the Israeli statutory requirements of independence. At least one of the outside directors is required to have “financial
and accounting expertise” and the other outside director or directors are required to have “professional expertise,” all as defined under
the Israeli Companies Law. Our board of directors has determined that each of Yoav Chelouche, Irwin Federman, Guy Gecht and Ray
Rothrock has “financial and accounting expertise,” and each of Guy Gecht and Ray Rothrock has “professional expertise”.
An outside director serves for a term of three years, which may be extended for additional three-year terms. An outside director
can be removed from office only under very limited circumstances. All of the outside directors must serve on the company’s audit
committee and compensation committee (including one outside director serving as the chair of the audit committee and the
42
compensation committee), and at least one outside director must serve on each committee of the board of directors. As of
December 31, 2015, Yoav Chelouche, Irwin Federman, Guy Gecht and Ray Rothrock are our outside directors under the Israeli
Companies Law. Yoav Chelouche’s and Guy Gecht’s term of office will expire in 2018, and Irwin Federman’s and Ray Rothrock’s
term of office will expire in 2017.
Independent directors. The Sarbanes-Oxley Act of 2002, as well as related rules subsequently implemented by the Securities
and Exchange Commission and the NASDAQ Global Select Market, requires issuers to comply with various corporate governance
practices. Under the rules applicable to us as a foreign private issuer, we are required to have a majority of independent directors
within the meaning of the applicable NASDAQ regulations. Our board of directors complies with these requirements by including a
majority of members who are independent directors within the meaning of the applicable NASDAQ regulations.
Pursuant to the Israeli Companies Law, an Israeli company whose shares are publicly traded may elect to adopt a provision in its
articles of association pursuant to which a majority of its board of directors (or a third of its board of directors in case the company
has a controlling shareholder) will constitute individuals complying with certain independence criteria prescribed by the Israeli
Companies Law, as well as certain other recommended corporate governance provisions. Although we have not included these
provisions in our articles of association because our board of directors already complies with the independence requirements and the
corporate governance rules of the NASDAQ Global Select Market, as described below, a majority of our board of directors and all
the members of our audit committee, compensation committee and nominating committee are directors who comply with the
independence criteria prescribed by the Israeli Companies Law.
As of December 31, 2015, Yoav Chelouche, Irwin Federman, Guy Gecht, Dan Propper, Ray Rothrock, David Rubner and Tal
Shavit are our independent directors under the applicable NASDAQ regulations and the Israeli Companies Law. Our independent
directors have regularly held meetings at which only independent directors are present.
Committees of the Board of Directors
Our articles of association provide that the board of directors may delegate all of its powers to committees of the board as it
deems appropriate, subject to the provisions of Israeli law. Our board of directors has established an audit committee, compensation
committee and nominating committee.
Audit committee. Under the Israeli Companies Law, the board of directors of any public company must establish an audit
committee. The audit committee must consist of at least three directors, must include all of the outside directors (including one
outside director serving as the chair of the audit committee), and a majority of the committee members must comply with the director
independence requirements prescribed by the Israeli Companies Law.
The audit committee may not include the chairman of the board, or any director employed by us, by a controlling shareholder or
by any entity controlled by a controlling shareholder, or any director providing services to us, to a controlling shareholder or to any
entity controlled by a controlling shareholder on a regular basis, or any director whose income is primarily dependent on a controlling
shareholder, and may not include a controlling shareholder or any relatives of a controlling shareholder. Individuals who are not
permitted to be audit committee members may not participate in the committee’s meetings other than to present a particular issue at
the request of the chair of the committee. However, an employee who is not a controlling shareholder or relative may participate in
the committee’s discussions but not in any vote, and the company’s legal counsel and corporate secretary (if they are not a controlling
shareholder or relative) may participate in the committee’s discussions and votes if requested by the committee.
In addition, the NASDAQ regulations also require us to maintain an audit committee consisting of at least three directors, all of
whom must be independent under the NASDAQ regulations applicable to audit committee members. Irwin Federman is the chairman
of the audit committee. Yoav Chelouche, Guy Gecht and Ray Rothrock serve as the other members of our audit committee. The audit
committee has adopted an audit committee charter as required by the NASDAQ regulations.
The audit committee’s duties include providing assistance to the board of directors in fulfilling its legal and fiduciary obligations
in matters involving our accounting, auditing, financial reporting, internal control and legal compliance functions. In this respect the
audit committee approves the services performed by our independent accountants and reviews their reports regarding our accounting
practices and systems of internal accounting controls. The audit committee also oversees the audits conducted by our independent
accountants and takes those actions, as it deems necessary to satisfy itself that the accountants are independent of management. Under
the Israeli Companies Law, the audit committee also is required to monitor whether there are any deficiencies in the administration of
our company, including by consulting with the internal auditor and independent accountant, to review, classify and approve related
party transactions and extraordinary transactions, to review the internal auditor’s audit plan and to establish and monitor
whistleblower procedures.
43
Under the Israeli Companies Law, a meeting of the audit committee is properly convened if a majority of the committee
members attend the meeting, and in addition a majority of the attending committee members are independent directors within the
meaning of the Israeli Companies Law and include at least one outside director.
Compensation committee. Under the Israeli Companies Law, the board of directors of any public company must establish a
compensation committee. The compensation committee must consist of at least three directors, include all of the outside directors
(including one outside director serving as the chair of the compensation committee), and a majority of the committee members must
comply with the director independence requirements prescribed by the Israeli Companies Law.
Similar to the rules that apply to the audit committee, the compensation committee may not include the chairman of the board,
or any director employed by us, by a controlling shareholder or by any entity controlled by a controlling shareholder, or any director
providing services to us, to a controlling shareholder or to any entity controlled by a controlling shareholder on a regular basis, or any
director whose primary income is dependent on a controlling shareholder, and may not include a controlling shareholder or any of its
relatives. Individuals who are not permitted to be compensation committee members may not participate in the committee’s meetings
other than to present a particular issue; provided, however, that an employee that is not a controlling shareholder or relative may
participate in the committee’s discussions but not in any vote, and the company’s legal counsel and corporate secretary may
participate in the committee’s discussions and votes if requested by the committee.
In addition, the NASDAQ regulations also require us to maintain a compensation committee consisting of independent directors.
Ray Rothrock is the chairman of the compensation committee. Yoav Chelouche, Irwin Federman and Guy Gecht serve as the other
members of our compensation committee. The compensation committee has adopted a compensation committee charter.
The compensation committee’s duties include recommending to the board of directors a compensation policy for executives and
monitor its implementation, approve compensation terms of executive officers, directors and employees affiliated with controlling
shareholders, make recommendations to the board of directors regarding the issuance of equity incentive awards under our equity
incentive plans and exempt certain compensation arrangements from the requirement to obtain shareholder approval under the Israeli
Companies Law.
Nominating committee. The nominating committee identifies prospective board candidates, recommends nominees for election
to our board of directors, develops and recommends board member selection criteria, considers committee member qualification,
supervises the selection and composition of committees of our board of directors, and provides oversight in the evaluation of our
board of directors and each committee. David Rubner is the chairman of the nominating committee. Irwin Federman, Ray Rothrock
and Tal Shavit serve as the other members of our nominating committee. The nominating committee has adopted a nominating
committee charter.
New Israeli Regulations
On March 30, 2016, the Israeli Companies Law Regulations were amended to reduce certain duplicative regulatory burden to
which Israeli companies publicly-traded on NASDAQ, such as Check Point, are subject to.
Generally, pursuant to the new regulations, an Israeli company traded on NASDAQ that does not have a “controlling
shareholder” (as defined in the Israeli Companies Law) will be able to elect not to appoint Outside Directors to its Board of Directors
and not to comply with the Audit Committee and Compensation Committee composition and chairman requirements of the Israeli
Companies Law (as described above under the headings “—Outside and Independent Directors” and “—Committees of our Board of
Directors”); provided, the company complies with the applicable NASDAQ independent director requirements and the NASDAQ
Audit Committee and Compensation Committee composition requirements.
Accordingly, Check Point will be eligible to benefit from the relief provided by the new amended Israeli regulations.
We are currently evaluating the effect the new regulations will have on our Board of Directors and Board committees. At this
time, we do not expect any changes to the composition of the Audit Committee and Compensation Committee and we expect that our
four Outside Directors (Yoav Chelouche, Irwin Federman, Guy Gecht and Ray Rothrock) will transition in due course to become
regular independent directors.
44
Employees
As of December 31, 2015, we had 3,898 employees.
Over the past three years, the number of our employees by function was as follows:
Function
Research, development and quality assurance
Marketing, sales and business development
Customer support
Information systems, administration, finance and operation
Total
As of December 31,
2015
1,296
1,650
558
394
3,898
2014
1,048
1,252
504
354
3,158
2013
1,055
1,158
436
341
2,990
From time to time, we also engage a limited number of subcontractors. As of December 31, 2015, we had 76 contractors.
Over the past three years, the number of our employees by geographic area was as follows:
Function
Israel
United States
Rest of the World
Total
As of December 31,
2015
1,803
926
1,169
3,898
2014
1,486
776
896
3,158
2013
1,437
712
841
2,990
We are subject to Israeli labor laws and regulations with respect to our Israeli employees. The Israeli labor laws differ materially
from U.S. labor laws and, in some cases, impose material obligations on us (such as severance pay and mandatory cost of living
increases). We are also subject to the labor laws and regulations of other jurisdictions in the world where we have employees.
Share Ownership
The following table shows information regarding beneficial ownership by our directors and executive officers as of February 29,
2016. Beneficial ownership is determined in accordance with rules of the Securities and Exchange Commission.
All information with respect to the beneficial ownership of any principal shareholder has been furnished by such shareholder
and, unless otherwise indicated below, we believe that persons named in the table have sole voting and sole investment power with
respect to all of the shares shown as beneficially owned, subject to community property laws, where applicable. All shares shown as
beneficially owned have identical rights in all respects. The shares beneficially owned by the directors include the shares owned by
their family members to which such directors disclaim beneficial ownership.
The share numbers and percentages listed below are based on shares outstanding as of February 29, 2016.
Name
Gil Shwed
Marius Nacht
All directors and officers as
a group (14 persons
including Messrs. Shwed
and Nacht) (4)
Number of
shares
beneficially
owned (1)
31,263,878
21,214,986
% of
class of
shares (2)
Title of securities
covered by the
options
Number of
options
and RSUs (3)
Exercise price of
options
Date of expiration of
options
17.5% Ordinary shares 6,300,000 $29.49 - $83.59 06/28/2017-06/08/2022
12.3% Ordinary shares
54,242,118
30.0% Ordinary shares 7,952,500 $26.47 - $83.59 07/28/2016-06/08/2022
(1)
(2)
The number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options
that are exercisable and restricted share units that vest within 60 days after February 29, 2016.
If a shareholder has the right to acquire shares by exercising stock options (as determined in accordance with footnote (1)),
these shares are deemed outstanding for the purpose of computing the percentage owned by the specific shareholder (that is,
they are included in both the numerator and the denominator), but they are disregarded for the purpose of computing the
percentage owned by any other shareholder.
45
(3)
(4)
Number of options immediately exercisable or exercisable and restricted share units that vest within 60 days from February 29,
2016.
Each of Messrs./Mmes. Ungerman, Bar-Lev, Payne, Dor, Chelouche, Federman, Gecht, Propper, Rothrock, Rubner and
Dr. Shavit beneficially owns less than one percent of our outstanding ordinary shares.
Equity Incentive Plans
The following table summarizes our equity incentive plans, which have outstanding awards as of December 31, 2015:
Plan
2005 United States Equity Incentive Plan
2005 Israel Equity Incentive Plan
Employee Stock Purchase Plan
Outstanding
options, RSUs &
ESPP Shares
Options
outstanding
exercise price
Date of expiration
Options
exercisable
1,002,467 $26.47-$83.59 07/28/2016-06/08/2022
561,750
12,704,750 $26.47-$83.59 07/28/2016-07/28/2022 7,236,250
476,717
Total shares reserved for outstanding options, RSU and for future grants under the amended equity incentive plans is
17,490,152, which is 9.1% of (i) our total outstanding ordinary shares, plus (ii) our ordinary shares reserved for issuance under our
amended equity incentive plans, in each case as of December 31, 2015.
In 2005, we adopted our 2005 United States Equity Incentive Plan and our 2005 Israel Equity Incentive Plan, which were
subsequently amended in January 2014. We refer to the plans, as amended in January 2014, as the U.S. Equity Plan and the Israel
Equity Plan, and, together, as the Equity Plans.
Number of Ordinary Shares Reserved for Future Grants under the Equity Plans
Following the amendment of the U.S. Equity Plan and the Israel Equity Plan in January 2014, we reserved a total of 19,000,000
ordinary shares under the two Equity Plans together. Commencing December 31, 2014, on December 31st of each year, the number
of Reserved and Authorized Shares (as defined below) under both Equity Plans together shall be automatically reset on such date to
equal 10% of the number of ordinary shares issued and outstanding on such date (provided that the number shall not be less than the
number of outstanding awards granted under the Equity Plans as of such date). The number of “Reserved and Authorized Shares”
under the Equity Plans shall equal the sum of (i) the number of ordinary shares reserved and authorized under the Equity Plans for
outstanding awards granted under the Equity Plans as of such date, and (ii) the number of ordinary shares reserved, authorized and
available for issuance under the Equity Plans on such date.
As of December 31, 2015, we had granted options to purchase an aggregate of 24,546,690 ordinary shares under the Equity
Plans combined, of which options to purchase 12,738,500 ordinary shares were outstanding on that date. The option exercise prices
range between $26.47 and $83.59 per share. As of December 31, 2015, we had granted an aggregate of 5,486,034 RSUs and PSUs
under the equity plans combined, of which 968,717 RSUs and PSUs were outstanding on that date.
Administration
Both Equity Plans are administered by our board of directors or a committee of our board. The compensation committee of our
board of directors currently operates as the administrator of the Equity Plans. The administrator has full power to determine the
persons to whom awards shall be granted and the other terms of the awards granted, including (a) the number of shares subject to
each award, (b) the duration of the related award agreement, (c) the time, manner and form of payment upon the exercise of an award,
and (d) other terms and provisions governing the awards. The administrator also establishes the vesting schedule of awards that are
granted.
2005 United States Equity Incentive Plan, as Amended
Awards. The U.S. Equity Plan provides for the following kinds of awards, which we refer to generically as awards: (i) Incentive
Stock Options (ISOs), (ii) Non-statutory Stock Options (NSOs), (iii) Restricted Stock, (iv) Restricted Stock Units (RSUs),
(v) Performance Shares, (vi) Performance RSUs (“PSUs”) and (vii) Deferred Stock Units. All of these awards can vest based on time
or performance milestones.
46
Granting of options, price and duration. Our U.S. Equity Plan provides that each option will expire on the date stated in the
notice of grant, which will not be more than seven years from its date of grant (or five years, in the case of an ISO granted to a person
who on the date of grant owns 10% or more of our voting power). The exercise price of an option cannot be less than 100% of the fair
market value per share on the date of grant (or 110% of the fair market value, in the case of an ISO granted to a person who on the
date of grant owns 10% or more of our voting power). The administrator will fix the period within which the award can be exercised
and the exercise price. No option award can vest until at least six months after the grant date.
Granting of awards, other than options, and price. The administrator can determine the conditions that must be satisfied, which
typically will be based principally or solely on the recipient’s continuing to provide services to us, but conditions may also include a
performance-based component. We can issue ordinary shares under grants of Restricted Stock, RSUs, Performance Shares and PSUs
upon payment of their nominal value. No such award can vest until at least one year after the grant date. Deferred Stock Units consist
of Restricted Stock, RSUs, Performance Shares, or PSUs that the administrator permits to be paid out in installments or on a deferred
basis.
2005 Israel Equity Incentive Plan, as Amended
Awards. The Israel Equity Plan provides for the following kinds of awards, which we refer to generically as awards:
(i) “Approved 102 Options/Shares,” which are grants to directors, employees and officers that are eligible for favorable tax treatment
in Israel and which must be held by a trustee for a minimum period; (ii) “Non-approved 102 Options/Shares,” which are grants of
options or shares that are not eligible for favorable tax treatment in Israel and which may be held directly by the participants;
(iii) Restricted Stock; (iv) RSUs; (v) Performance Shares; (vi) PSUs; and (vii) Deferred Stock Units. All of these awards can vest
based on time or performance milestones.
Trustee. A trustee designated by our board of directors and approved by the Israel Tax Authority must hold any shares allocated
or issued upon exercise of Approved 102 Options or other shares subsequently received following any realization of rights, including
bonus shares (stock dividends), for at least the period of time specified by Section 102 of Israel’s Income Tax Ordinance.
Granting of options, price and duration. Our Israel Equity Plan provides that each option will expire on the date stated in the
option agreement, which will not be more than seven years from its date of grant. The exercise price of an option cannot be less than
100% of the fair market value per share on the date of grant. The administrator will fix the period within which the award can be
exercised and the exercise price. No option award can vest until at least six months after the grant date.
Granting of awards, other than options, and price. The administrator can determine the conditions that must be satisfied, which
typically will be based principally or solely on the recipient’s continuing to provide services to us, but conditions may also include a
performance-based component. We can issue ordinary shares under grants of Restricted Stock, RSUs, Performance Shares and PSUs
upon payment of their nominal value. No such award can vest until at least one year after the grant date. Deferred Stock Units consist
of Restricted Stock, RSUs, Performance Shares, or PSUs that the administrator permits to be paid out in installments or on a deferred
basis.
Change of control arrangements. Upon a change of control of us, if the acquirer refuses to assume or provide substitute awards,
then the administrator of the equity plans, which is currently the compensation committee of our board of directors, can either
terminate all unvested awards or accelerate the vesting period of any award under our Equity Plans. The administrator also has the
authority to accelerate the vesting of the ordinary shares subject to outstanding awards held by our directors, officers and employees
in connection with the subsequent termination of some officers’ employment following a change of control event.
Employee Stock Purchase Plans
In 1996, we adopted an Employee Stock Purchase Plan, which was subsequently amended and restated in 2015. We refer to the
Employee Stock Purchase Plan, as amended and restated, as the US ESPP, and the Employee Stock Purchase Plan (Non-U.S.
Employees), as the ROW ESPP, and together with the US ESPP, as the “ESPPs”. The ESPPs permit our full-time employees (and
full-time employees of some of our subsidiaries) to purchase ordinary shares through payroll deductions. As of December 31, 2015,
5,523,283 ordinary shares had been issued under the ESPP.
Each ESPP has six-month offering periods, with purchases occurring in January and July. The compensation committee of our
board of directors administers each of the ESPPs. Each of the ESPPs will terminate on the earliest of (i) the last business day in
January 2036, (ii) when no more shares are available for issuance under the applicable ESPP, or (iii) when all purchase rights under
the applicable ESPP are granted or exercised in connection with a “Corporate Transaction” as defined in the applicable ESPP.
Commencing the purchase period that begins February 1, 2016, 1,000,000 ordinary shares are authorized for issuance under the US
ESPP and 500,000 ordinary shares are authorized for issuance under the ROW ESPP.
47
An eligible employee can purchase ordinary shares at a price of 85% of the fair market value of the ordinary shares at the
beginning of the six-month offering period (or 85% of the fair market value of the ordinary shares on the semi-annual purchase date,
if that is lower). Each eligible employee can elect to purchase ordinary shares under the ESPP in an amount of up to 15% of the
employee’s compensation, but not more than 1,250 shares per participant on any purchase date. Employees may terminate their
participation in the ESPP at any time during the offering period, and participation ends automatically on termination of employment
with us. Each outstanding purchase right will be exercised immediately prior to our merger or consolidation with another company.
Our board of directors may amend or terminate each of the ESPPs immediately after the close of any purchase date.
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
The following table shows information as of December 31, 2015, 2014 and 2013, for each person who, to the best of our
knowledge, beneficially owned more than 5% of our outstanding ordinary shares as December 31, 2015:
Name of Five Percent Shareholders
Gil Shwed
Marius Nacht
% of
class of
No. of shares
shares
beneficially
(2)
held (1)
December 31, 2015
31,263,862 17.3%
21,214,986 12.1%
% of
No. of shares
class of
shares
beneficially
held (1)
(2)
December 31, 2014
% of
No. of shares
class of
shares
beneficially
held (1)
(2)
December 31, 2013
31,385,828 16.5%
21,214,986 11.5%
31,436,485 15.8%
11%
21,214,986
(1)
(2)
The amount includes ordinary shares owned by each of the individuals, directly or indirectly, and options immediately
exercisable or that are exercisable within 60 days from December 31st, of each of the years shown in this table.
If a shareholder has the right to acquire ordinary shares by exercising stock options exercisable within 60 days from
December 31st, of each of the years shown in this table, these Ordinary shares are deemed outstanding for the purpose of
computing the percentage owned by the specific shareholder (that is, they are included in both the numerator and the
denominator), but they are disregarded for the purpose of computing the percentage owned by any other shareholder.
Our major shareholders do not have different voting rights from other shareholders with respect to our ordinary shares.
According to our transfer agent, as of December 31, 2015, there were 148 holders of record of our ordinary shares in the United
States, representing approximately 85 % of our outstanding shares. The number of record holders in the United States is not
representative of the number of beneficial holders nor is it representative of where such beneficial holders are resident since many of
these ordinary shares were held by brokers or other nominees.
We are not controlled by another corporation or by any foreign government, directly or through any other entity. Each of our
outstanding ordinary shares has identical rights in all respects.
As of December 31, 2014, we had employee and payroll accrual for related parties in total of $3 million, for the years 2002
through 2007. As of December 31, 2015, the accrual amounted to a total of $2.6 million for the years 2002 through 2007.
ITEM 8.
FINANCIAL INFORMATION
Consolidated Financial Statements
You can find our financial statements in “Item 18 – Financial Statements.”
48
Dividend policy
We currently do not intend to distribute any amounts as dividend in the near-term. As described below, during 2013, we entered into a
settlement agreement with the Israel Tax Authority, resulting in the full release of the profits we generated under the Israeli Law for the
Encouragement of Capital Investments (the “Investment Law”) through the year ended December 31, 2011 (known in Israel as “trapped
profits”), provided that in accordance with the Investment Law and the regulations thereunder, during the five years commencing 2013, we
are obligated to invest approximately $111 million in (i) production assets (as defined therein), (ii) research and development activities in
Israel and (iii) employment payments for certain new employees (other than office holders) added after 2011. For amounts distributed as
dividends from earnings from 2015, 2014 and 2013 we are exempt from additional taxes.
Legal Proceedings
We operate our business in various countries, and accordingly attempt to utilize an efficient operating model to structure our tax
payments based on the laws in the countries in which we operate. This can cause disputes between the Company and various tax authorities
in different parts of the world.
In November 2013, we reached a settlement agreement (the “Settlement Agreement”), with the Israeli Tax Authorities (“ITA”) for
years 2002 through 2011 and accordingly, we and the ITA notified the court that we have reached an agreement outside of the court and
obtained the court’s approval (see Note 12 of our Consolidated Financial Statements).
Further, we are the defendant in various other lawsuits, including employment-related litigation claims, lease termination claims and
other legal proceedings in the normal course of our business. Litigation and governmental proceedings can be expensive, lengthy and
disruptive to normal business operations, and can require extensive management attention and resources, regardless of their merit. While we
currently intend to defend the aforementioned matters vigorously, we cannot predict the results of complex legal proceedings, and an
unfavorable resolution of a lawsuit or proceeding could materially adversely affect our business, results of operations and financial
condition.
ITEM 9.
THE OFFER AND LISTING
Our ordinary shares are traded publicly on the NASDAQ Global Select Market under the symbol “CHKP” and on the Frankfurt Stock
Exchange under the symbol “CPW.”
The following table lists the high and low prices of the ordinary shares on the NASDAQ Global Select Market for the periods
indicated:
Year
2011
2012
2013
2014
2015
2014
First quarter
Second quarter
Third quarter
Fourth quarter
2015
First quarter
Second quarter
Third quarter
Fourth quarter
Most recent six months
September 2015
October 2015
November 2015
December 2015
January 2016
February 2016
March 2016
49
High
Low
61.60
65.00
64.95
80.82
88.49
43.20
40.60
44.41
60.50
65.09
69.92
68.50
72.78
80.82
62.31
60.50
63.70
65.27
86.00
88.49
86.71
87.98
75.35
78.12
65.09
77.74
81.25
85.14
87.30
87.98
80.53
84.63
85.52
76.31
77.74
80.31
80.54
71.64
75.20
81.77
On March 31, 2016, the last reported sale price of our ordinary shares on the NASDAQ Global Select Market was $87.47 per share.
ITEM 10.
ADDITIONAL INFORMATION
We were incorporated in Israel in July 1993, and we are registered with the Israeli Registrar of Companies as public company number 52-
004282-1.
The objectives and purposes stated in our memorandum of association are to engage in any lawful activity. We develop market and support
a wide range of software and combined hardware and software products and services for IT security, and offer our customers an extensive
portfolio of network security, endpoint security, data security and management solutions. A broad range of our network security solutions operate
under a unified security architecture, with central management and enforcement of security policy, and with centralized real-time security
updates. Our products and services are sold to enterprises, service providers, small and medium-sized businesses and consumers.
Articles of Association and Israeli Companies Law
The following is a summary of the material provisions of our articles of association and related provisions of Israeli corporate law. For the
complete text of our articles of association, see “Item 19 – Exhibits.”
Description of shares
Our authorized share capital consists of the following: (i) 500,000,000 ordinary shares, NIS 0.01 nominal value; (ii) 5,000,000 preferred
shares, NIS 0.01 nominal value; and (iii) 10 deferred shares, NIS 1.00 nominal value.
Description of ordinary shares
All of the issued and outstanding ordinary shares are validly issued, fully paid, and non-assessable. The ordinary shares do not have pre-
emptive rights. Our memorandum of association, our articles of association and Israeli law do not restrict in any way the ownership or voting of
our ordinary shares by non-residents of Israel, except with respect to citizens of countries that are in a state of war with Israel.
Dividend and liquidation rights. The holders of our ordinary shares will be entitled to their proportionate share of any cash dividend, share
dividend, or dividend in kind distributed with respect to our ordinary shares. This right may be changed if shares with special dividend rights are
authorized in the future. Under the Israeli Companies Law, we may declare dividends out of the higher of retained earnings and earnings
generated over the two most recent years (the profits test), in either case, provided that our board of directors reasonably believes that the
dividend will not render us unable to meet our current or foreseeable obligations when due (the solvency test). Even if we do not comply with the
profits test, a court may allow us to distribute a dividend as long as the court is convinced that the solvency test is fulfilled.
Our articles of association provide that the board of directors may declare and distribute interim dividends without the approval of the
shareholders. Shareholder approval is required for the payment of a final dividend proposed by the board of directors, but shareholders cannot
approve a final dividend that is greater than the board’s proposal. In addition, once an interim dividend has been declared and paid, it cannot be
affected by any subsequent resolution of the shareholders or the shareholders’ failure to approve a final dividend.
In the event of our liquidation, holders of our ordinary shares have the equal right to participate in the distribution of assets remaining after
payment of liabilities. This right may be changed if shares with special liquidation or dividend rights are issued in the future.
Voting, shareholder meetings and resolutions. Holders of ordinary shares have one vote for each ordinary share held on all matters
submitted to a vote of shareholders. This right may be changed if shares with special voting rights are issued in the future.
Under the Israeli Companies Law, we must hold an annual meeting of our shareholders once every calendar year and not more than 15
months from the date of the previous annual shareholders’ meeting. The board of directors determines the location of the meeting, which can be
in Israel or elsewhere. In addition, our board of directors may, in its discretion, convene additional meetings as “special shareholders’ meetings.”
The board of directors is also required to convene a special shareholders’ meeting upon the demand of any of the following: (i) two directors;
(ii) one quarter of the directors in office; (iii) the holder or holders of 5% of our outstanding share capital and 1% of our voting power; or (iv) the
holder or holders of 5% of our voting power. Our articles of association provide that each shareholder of record is entitled to receive prior notice
of any shareholders’ meeting in accordance with the requirements of the Israeli Companies Law. The law currently provides for at least 21 days’
notice, with certain specified matters requiring at least 35 days’ notice. For purposes of determining the shareholders entitled to notice and to vote
at such meeting, the board of directors may fix a record date, which shall be between 4 and 40 days prior to the date of the meeting.
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The quorum required for a meeting of shareholders consists of at least two shareholders present in person or by proxy and
holding more than 50% of the voting power. The chairman of the board of directors presides at each of our shareholders’ meetings.
The chairman of the meeting does not have an additional or casting vote. A meeting adjourned for lack of a quorum will be adjourned
to the same day in the following week, at the same time and place, or to the day, time and place that the chairman determines, with
the consent of the holders of a majority of the shares present in person or by proxy and voting on the question of adjournment. At the
reconvened meeting, the required quorum consists of any two shareholders, regardless of the number of shares they hold or represent.
The Israeli Companies Law requires that shareholders approve certain transactions, actions and arrangements, as described
below under the caption “Approval of certain transactions; obligations of directors, officers and shareholders.”
Shareholders’ resolutions will be deemed adopted if approved by the holders of a majority of the voting power voting at a
shareholders’ meeting, except for the following decisions which require a different majority:
(1) A special or extraordinary resolution (such as a resolution amending our memorandum of association or articles of
association). A majority of at least 75% of the shares voting on the matter is needed.
(2) A voluntary liquidation process or a merger. A majority of at least 75% of the shares voting on the matter is needed.
(3) A compromise or arrangement between us and our creditors or shareholders, reorganization, stock split or reverse split.
This has to be approved by a majority in the number of the persons participating in the vote (except for those abstaining)
who together hold at least 75% of the value represented at the vote. In addition, court approval is needed.
(4) The nomination and dismissal of outside directors. Outside directors may be elected or removed by a majority vote at a
shareholders’ meeting, as long as either:
(i)
(ii)
The majority of shares includes a majority of the shares of non-controlling shareholders and shareholders who have
no personal interest in the election of the outside directors (excluding a personal interest that is not related to a
relationship with the controlling shareholders) voted at the meeting, or
The total number of shares of non-controlling shareholders and disinterested shareholders voted against the proposal
does not exceed 2% of our aggregate voting rights.
(5) Extraordinary transactions with a controlling shareholder (i.e., any shareholder that has the ability to direct our actions,
including any shareholder who holds 25% or more of our voting rights if no other shareholder owns more than 50% of our
voting rights), with another person in which the controlling shareholder has a personal interest; or a transaction with a
controlling shareholder (or a relative of such controlling shareholder) concerning terms of compensation for service as an
office holder, or as a service provider to the company, including through a company controlled by a controlling
shareholder. Following audit committee (or, alternatively, compensation committee if it relates to terms of compensation
for service as an office holder or as a service provider) and board of directors approval, these transactions must be
approved by a majority vote at a shareholders’ meeting, as long as either:
(i)
(ii)
The majority of shares includes at least a majority of the shares of the voting shareholders who have no personal
interest in the transaction, or
The total shareholdings of those who have no personal interest in the transaction and who vote against the
transaction does not exceed 2% of our aggregate voting rights.
Generally, the approval of such a transaction may not extend for more than three years, except that in the case of an
extraordinary transaction with a controlling shareholder or in which a controlling shareholder has a personal interest that
does not concern terms of compensation for service as an office holder, or as a service provider to the company, the
transaction may be approved for a longer period if the audit committee determines that the approval of the transaction for a
period longer than three years is reasonable under the circumstances.
(6) The adoption of an executive compensation policy. Following compensation committee and board of directors approval,
the policy must be approved by a majority vote at a shareholders’ meeting, as long as either:
(i)
(ii)
The majority of shares includes a majority of the shares of non-controlling shareholders and shareholders who have
no personal interest in the adoption of the policy voted at the meeting, or
The total number of shares of non-controlling shareholders and disinterested shareholders voted against the proposal
does not exceed 2% of our aggregate voting rights.
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(7) The approval of a compensation arrangement with the chief executive officer or the approval of a compensation
arrangement with an executive officer or director that is not in compliance with the company’s executive compensation
policy. Following compensation committee and board of directors approval specifying the special circumstances requiring
the arrangement of such arrangement (in the case of an arrangement that is not in compliance with the executive
compensation policy), the compensation arrangement must be approved by a majority vote at a shareholders’ meeting, as
long as either:
(i)
(ii)
The majority of shares includes a majority of the shares of non-controlling shareholders and shareholders who have
no personal interest in the adoption of the compensation arrangement voted at the meeting, or
The total number of shares of non-controlling shareholders and disinterested shareholders voted against the proposal
does not exceed 2% of our aggregate voting rights.
Transfer of shares. Fully paid ordinary shares are issued in registered form and, subject to applicable securities laws, may be
transferred freely.
Election of directors. Our ordinary shares do not have cumulative voting rights in the election of directors. Therefore, the
holders of shares representing more than 50% of the voting rights at the shareholders’ meeting, voting in person or by proxy, have the
power to elect any or all of the directors whose positions are being filled at that meeting, subject to the special approval requirements
for outside directors described above.
Chairman of the Board. Under the Israeli Companies Law, the general manager of a company (or a relative of the general
manager) may not serve as the chairman of the board of directors, and the chairman of the board of directors (or a relative of the
chairman of the board of directors) may not serve as the general manager, unless approved by the shareholders by a special majority
vote prescribed by the Israeli Companies Law. In any event, the shareholder vote cannot authorize the appointment for a period
longer than three years, which period may be extended from time to time by the shareholders with a similar special majority vote. The
chairman of the board of directors shall not hold any other position with the company (except as general manager if approved in
accordance with the above procedure) or in any entity controlled by the company, other than as chairman of the board of directors of
a controlled entity, and the company shall not delegate to the chairman duties that, directly or indirectly, make him or her subordinate
to the general manager.
Transfer agent and registrar. The transfer agent and registrar for our ordinary shares is American Stock Transfer & Trust
Company, 59 Maiden Lane, Plaza Level, New York, NY 10038 U.S.A., Tel.: 718-921-8124.
Description of preferred shares
We have 5,000,000 preferred shares authorized. Our articles of association provide that the board of directors has the authority
to issue the preferred shares in one or more series and to fix the rights, preferences, privileges and restrictions of the preferred shares,
including dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation
preferences and the number of shares constituting any series, without further vote or action by the shareholders. If this provision
withstands judicial scrutiny under the Israeli Companies Law, the issuance of preferred shares may have the effect of delaying,
deferring or preventing a change in control of us without further action by the shareholders. For example, the board of directors could
issue preferred shares with voting and conversion rights that may adversely affect the voting power of the holders of ordinary shares,
including the loss of voting control to others.
Anti-takeover measures
Some of the provisions of our articles of association and Israeli law could, together or separately:
•
•
•
Discourage potential acquisition proposals,
Delay or prevent a change in control,
Limit the price that investors might be willing to pay in the future for our ordinary shares.
Israeli corporate law regulates acquisitions of shares through tender offers and mergers; requires special approvals for
transactions involving directors, officers or significant shareholders; and regulates other matters that may be relevant to these types of
transactions.
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Under the Israeli Companies Law, in the case of a merger, the shareholders and board of directors of each of the merging
companies generally need to approve the merger. Shares held in one of the merging companies by the other merging company (or
certain of its affiliates) are not counted toward the required approval. If a merging company has different classes of shares, the
approval of each class may be required. Under the Israeli Companies Law, a merger of our company requires the approval of a
supermajority of at least 75% of our shares that are voted on the merger. A merger cannot be completed until 30 days have passed
after shareholder approval of each of the merging companies, all approvals have been submitted to the Israeli Registrar of Companies
and 50 days have passed from the time that a proposal for approval of the merger is filed with the Registrar of Companies. In
addition, a creditor can seek to block a merger on the ground that the surviving company will not be able to meet its obligations.
The Israeli Companies Law also provides that an acquisition of shares in a public company, such as our company, must be made
by means of a tender offer, if as a result of the acquisition, the purchaser would become the holder of 25% or more of the voting
rights in the company (unless there is another 25% shareholder of the company, or the shares are acquired from another 25%
shareholder). Similarly, the Israeli Companies Law provides that an acquisition of shares in a public company, such as our company,
must be made by means of a tender offer, if as a result of the acquisition the purchaser would hold more than 45% of the shares of the
company (unless there is another holder of more than 45% of the shares of the company, or the shares are acquired from another
holder of more than 45% of the shares of the company). These rules do not apply if the acquisition takes the form of a merger.
Regulations promulgated under the Israeli Companies Law provide that these tender offer requirements do not apply to
companies whose shares are listed for trading outside of Israel if, according to the law in the country in which the shares are traded or
the rules and regulations of the stock exchange on which the shares are traded:
•
•
There is a limitation on acquisition of any level of control of the company, or
The acquisition of any level of control requires the purchaser to make a tender offer to the public.
The Israeli Companies Law provides specific rules and procedures for the acquisition of shares held by minority shareholders if
the majority shareholder holds more than 90% of the outstanding shares. Israeli tax law treats specified acquisitions, including a
stock-for-stock swap between an Israeli company and a foreign company, less favorably than does U.S. tax law.
In addition, our articles of association contain certain provisions that may make it more difficult to acquire us, such as the ability
of our board of directors to issue preferred shares, as described above under the caption “Description of preferred shares.”
Our articles of association provide that we may not engage in any business combination with an interested shareholder for a
period of three years after the date that the shareholder became an interested shareholder, unless:
•
•
Prior to that date, the board of directors approved either the business combination or the transaction that resulted in the
shareholder becoming an interested shareholder; or
Upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested
shareholder owned at least 75% of our voting shares outstanding at the time the transaction commenced.
A business combination includes:
•
•
•
•
•
Any merger or consolidation between the interested shareholder and us;
Any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of our assets in a transaction
involving the interested shareholder;
Subject to certain exceptions, any transaction that results in our issuance or transfer of any of our shares to the interested
shareholder;
Any transaction in which we are involved that has an effect of increasing the proportionate share of our shares, of any class
or series, beneficially owned by the interested shareholder; or
The receipt by the interested shareholder of the benefit of any loans, advances, guarantees, pledges, or other financial
benefits provided by or through us.
In general, the articles of association define an interested shareholder as any entity or person that beneficially owns 15% or more
of our outstanding voting shares and any entity or person affiliated with, controlling or controlled by such entity or person.
In addition, our shareholders are not able to cumulate votes at a meeting, which may require the acquirer to hold more shares to
gain representation on the board of directors than if cumulative voting were permitted.
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Approval of certain transactions; obligations of directors, officers and shareholders
Officers and directors. The Israeli Companies Law codifies the fiduciary duties that office holders, which under the law,
includes our directors and executive officers, owe to a company.
Fiduciary duties. An office holder’s fiduciary duties consist of a duty of loyalty and a duty of care.
The duty of loyalty requires an office holder to act in good faith and for the benefit of the company, including to avoid any
conflict of interest between the office holder’s position in the company and personal affairs, and proscribes any competition with the
company or the exploitation of any business opportunity of the company in order to receive personal advantage for himself or herself
or for others. This duty also requires an office holder to reveal to the company any information or documents relating to the
company’s affairs that the office holder has received due to his or her position as an office holder. A company may approve any of
the acts mentioned above; provided, however, that all the following conditions apply: the office holder acted in good faith; neither the
act nor the approval of the act prejudices the good of the company; and the office holder disclosed the essence of his or her personal
interest in the act, including any substantial fact or document, in a reasonable time before the date for discussion of the approval. A
director is required to exercise independent discretion in fulfilling his or her duties and may not be party to a voting agreement with
respect to his or her vote as a director. A violation of these requirements is deemed a breach of the director’s duty of loyalty.
The duty of care requires an office holder to act with a level of care that a reasonable office holder in the same position would
employ under the same circumstances. This includes the duty to use reasonable means to obtain information regarding the
advisability of a given action submitted for his or her approval or performed by virtue of his or her position and all other relevant
information material to these actions.
Disclosure of personal interest. The Israeli Companies Law requires that an office holder promptly disclose to the company any
personal interest that he or she may have and all related material information or documents known to him or her, in connection with
any existing or proposed transaction by the company. “Personal interest,” as defined by the Israeli Companies Law, includes a
personal interest of any person in an act or transaction of the company, including a personal interest of his relative or of a corporation
(i) in which that person or a relative of that person is a 5% or greater shareholder, a holder of 5% or more of the voting rights, or a
director or general manager, or (ii) in which he or she has the right to appoint at least one director or the general manager, and
includes shares for which the person has the right to vote pursuant to a power-of-attorney. “Personal interest” does not apply to a
personal interest stemming merely from holding shares in the company.
The office holder must immediately make the disclosure of his or her personal interest and no later than the first meeting of the
company’s board of directors that discusses the particular transaction. This duty does not apply to the personal interest of a relative of
the office holder in a transaction unless it is an “extraordinary transaction.” The Israeli Companies Law defines an “extraordinary
transaction” as a transaction that is not in the ordinary course of business of a company, or that is not on market terms, or which is
likely to have a material impact on the company’s profitability, assets or liabilities. The Israeli Companies Law defines a “relative” as
a spouse, sibling, parent, grandparent, descendant and the descendant, sibling or parent of a spouse, as well as the spouse of any of the
foregoing.
Approvals. The Israeli Companies Law provides that a transaction with an office holder or a transaction in which an office
holder has a personal interest requires board approval, unless the transaction is an extraordinary transaction or the articles of
association provide otherwise. The transaction may not be approved if it is adverse to the company’s interest. If the transaction is an
extraordinary transaction, or if it concerns exculpation, indemnification, insurance or compensation of an office holder, then the
approval of the company’s compensation committee and the board of directors is required, except if the compensation arrangement is
an immaterial amendment to an existing compensation arrangement of an officer who is not a director (in which case the approval of
the compensation committee is sufficient). Exculpation, indemnification, insurance or compensation of a director or the Chief
Executive Officer also requires shareholder approval.
A person who has a personal interest in a matter that is considered at a meeting of the board of directors or the audit committee
generally may not attend that meeting or vote on that matter, unless a majority of the board of directors or the audit committee also
has a personal interest in the matter or if such person is invited by the chairman of the board of directors or audit committee, as
applicable, to present the matter being considered. If a majority of the board of directors has a personal interest in the transaction, all
directors may attend that meeting and vote, and a shareholder approval also would be required.
Shareholders . The Israeli Companies Law imposes the same disclosure requirements described above on a controlling
shareholder of a public company that it imposes on an office holder. For this purpose, a “controlling shareholder” is any shareholder
who has the ability to direct the company’s actions, including any shareholder holding 25% or more of the voting rights, if no other
shareholder owns more than 50% of the voting rights in the company. Two or more shareholders with a personal interest in the
approval of the same transaction are deemed to be one shareholder.
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Under the Israeli Companies Law, a shareholder has a duty to act in good faith toward the company and other shareholders and
refrain from abusing his or her power in the company, including, among other things, voting in the general meeting of shareholders on the
following matters:
•
•
•
•
Any amendment to the articles of association,
An increase of the company’s authorized share capital,
A merger, or
Approval of interested party transactions that require shareholder approval.
In addition, any controlling shareholder, any shareholder who can determine the outcome of a shareholder vote, and any shareholder
who under the company’s articles of association can appoint or prevent the appointment of an office holder, is under a duty to act with
fairness towards the company. The Israeli Companies Law provides that a breach of the duty of fairness will be governed by the laws
governing breach of contract. The Israeli Companies Law does not describe the substance of this duty.
Compensation of Executive Officers and Directors; Executive Compensation Policy
In accordance with the Israeli Companies Law, we have adopted a compensation policy for our executive officers and directors. The
purpose of the policy is to describe our overall compensation strategy for our executive officers and directors and to provide guidelines
for setting their compensation, as prescribed by the Companies Law. In accordance with the Companies Law, the policy must be reviewed
and readopted at least once every three years.
Approval of the compensation committee, the board of directors and our shareholders, in that order, is required for the adoption of
the compensation policy. The shareholder’s approval must include the majority of shares voted at the meeting. In addition to the majority
vote, the shareholder approval must satisfy either of two additional tests:
•
•
the majority includes at least a majority of the shares voted by shareholders other than our controlling shareholders or
shareholders who have a personal interest in the adoption of the compensation policies; or
the total number of shares held by non-controlling shareholders and disinterested shareholders that voted against the
adoption of the compensation policies, does not exceed 2% of the aggregate voting rights of our company.
Under the Companies Law, the compensation arrangements for officers (other than the Chief Executive Officer) who are not
directors require the approval of the compensation committee and the board of directors; provided, however, that if the compensation
arrangement is not in compliance with our executive compensation policy, the arrangement may only be approved by the compensation
committee and the board of directors for special reasons to be noted, and the compensation arrangement shall also require a special
shareholder approval. If the compensation arrangement is an immaterial amendment to an existing compensation arrangement of an
officer who is not a director and is in compliance with our executive compensation policy, the approval of the compensation committee is
sufficient.
Arrangements regarding the compensation of the Chief Executive Officer and directors require the approval of the compensation
committee, the board and the shareholders, in that order. In certain limited cases, the compensation of a new Chief Executive Officer who
is not a director may be approved without approval of the shareholders.
Indemnification and insurance of directors and officers; limitations on liability
Our articles of association allow us to indemnify, exculpate and insure our office holders to the fullest extent permitted under the
Israeli Companies Law.
Under the Israeli Companies Law, we may indemnify an office holder for any of the following liabilities or expenses that they may
incur due to an act performed or failure to act in his or her capacity as our office holder:
•
•
Monetary liability imposed on the office holder in favor of a third party in a judgment, including a settlement or an arbitral
award confirmed by a court.
Reasonable legal costs, including attorneys’ fees, expended by an office holder as a result of an investigation or proceeding
instituted against the office holder by a competent authority, provided that such investigation or proceeding concludes without
the filing of an indictment against the office holder, and either:
•
•
No financial liability was imposed on the office holder in lieu of criminal proceedings, or
Financial liability was imposed on the office holder in lieu of criminal proceedings, but the alleged criminal offense
does not require proof of criminal intent.
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•
Reasonable legal costs, including attorneys’ fees, expended by the office holder or for which the office holder is charged
by a court:
•
•
•
In an action brought against the office holder by us, on our behalf or on behalf of a third party,
In a criminal action in which the office holder is found innocent, or
In a criminal action in which the office holder is convicted, but in which proof of criminal intent is not required.
A company may indemnify an office holder in respect of these liabilities either in advance of an event or following an event. If a
company undertakes to indemnify an office holder in advance of an event, the indemnification, other than litigation expenses, must be
limited to foreseeable events in light of the company’s actual activities when the company undertook such indemnification, and
reasonable amounts or standards, as determined by the board of directors.
A company may obtain insurance for an office holder against liabilities incurred in his or her capacity as an office holder. These
liabilities include a breach of duty of care to the company or a third party including a breach arising out of negligent conduct of the
office holder, a breach of duty of loyalty and any monetary liability imposed on the office holder in favor of a third party. A company
may also exculpate an office holder from a breach of duty of care in advance of that breach. Our articles of association provide for
exculpation both in advance or retroactively, to the extent permitted under Israeli law. A company may not exculpate an office holder
from a breach of duty of loyalty towards the company or from a breach of duty of care concerning dividend distribution or a purchase
of the company’s shares by the company or other entities controlled by the company.
Under the Israeli Companies Law, a company may indemnify or insure an office holder against a breach of duty of loyalty only
to the extent that the office holder acted in good faith and had reasonable grounds to assume that the action would not prejudice the
company. In addition, a company may not indemnify, insure or exculpate an office holder against a breach of duty of care if
committed intentionally or recklessly (excluding mere negligence), or committed with the intent to derive an unlawful personal gain,
or for a fine or forfeit levied against the office holder in connection with a criminal offense.
We have resolved to indemnify our directors and officers, to the extent permitted by law and by our articles of association, for
liabilities not covered by insurance, that are of certain enumerated types of events, and subject to limitations as to amount.
We have also entered into indemnification, insurance and exculpation agreements with our directors and officers undertaking to
indemnify, insure and exculpate them to the full extent permitted by the Israeli Companies Law.
Charitable Contributions
Our Articles of Association authorize the company to contribute reasonable amounts to worthy causes. In accordance with our
charitable contribution policy, we contribute from time to time to various worthy causes. During 2015, the list of entities to which we
contributed included the Tel Aviv University, Youth University of Tel Aviv University and the Yeholot Association. Gil Shwed, our
founder, Chairman and Chief Executive Officer, is a member of the Board of Trustees of Tel Aviv University, the Chairman of the
Board of Trustees of the Youth University of Tel Aviv University and the Chairman of the Board of Directors of Yeholot Association
Founded by the Rashi Foundation whose charter is, among other things, to reduce the dropout rates in high schools.
Borrowing power: amendment of rights of ordinary shares
Our articles of association grant broad powers to the board of directors to have us borrow, repay borrowings, make guarantees
and grant security interests in borrowings. The rights and provisions of the ordinary shares may be cancelled, added to, restricted,
amended, or otherwise altered with a vote of the holders of at least 75% of the outstanding ordinary shares voting at a duly convened
shareholders’ meeting.
Availability of Annual Report on Form 20-F
In accordance with our articles of association and NASDAQ rules, we post our Annual Report on Form 20-F on our Web site
(www.checkpoint.com), rather than mail it to shareholders.
Material Contracts
None.
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Israeli Taxation, Foreign Exchange Regulation and Investment Programs
The following is a summary of the principal Israeli tax laws applicable to us, the Israeli Government programs from which we
benefit, and Israeli foreign exchange regulations. This section also contains a discussion of material Israeli tax consequences to our
shareholders who are not residents or citizens of Israel. This summary does not discuss all aspects of Israeli tax law that may be
relevant to a particular investor in light of his or her personal investment circumstances, or to some types of investors subject to
special treatment under Israeli law. Examples of investors subject to special treatment under Israeli law include residents of Israel,
traders in securities, or persons who own, directly or indirectly, 10% or more of our outstanding voting capital, all of whom are
subject to special tax regimes not covered in this discussion. Some parts of this discussion are based on new tax legislation that has
not been subject to judicial or administrative interpretation. The discussion should not be construed as legal or professional tax advice
and does not cover all possible tax consequences.
You are urged to consult your own tax advisor as to the Israeli and other tax consequences of the purchase, ownership
and disposition of our ordinary shares, including, in particular, the effect of any non-Israeli, state or local taxes.
General corporate tax structure in Israel
Taxable income of Israeli companies is subject to tax at the rate of 25% in 2013, 26.5% in 2014 and 2015, 25% in 2016 and
onwards.
However, as discussed below, the rate is effectively reduced for income derived from our Preferred Enterprise plan.
Law for the Encouragement of Capital Investments, 1959 (“Investment Law”)
The Company elected to apply the Preferred Enterprise regime under the Law for the Encouragement of Capital Investment (the
“Investment Law”). Under the Preferred Enterprise regime, the Company’s entire preferred income is subject to tax rates as follows:
2013 - 12.5% and 2014 and thereafter - 16%. The election is irrevocable.
We have derived, and expect to continue to derive, a substantial portion of our operating income from our Preferred Enterprise
facilities. We are, therefore, eligible for reduced tax rates for an unlimited period.
The benefits available to a Preferred Enterprise are conditioned upon terms stipulated in the Investment Law and the related
regulations. If we do not fulfill these conditions, in whole or in part, the benefits can be cancelled, and we may be required to refund
the benefits in an amount linked to the Israeli consumer price index plus interest. We believe that our Preferred Enterprise program
currently operates, in compliance with all applicable conditions and criteria, but we cannot assure you that they will continue to do so.
Prior to 2012, most of the Company’s income was exempt from tax or subject to reduced tax rates under the Investment Law.
Upon distribution of exempt income, the distributing company will be subject to corporate reduced tax rates ordinarily applicable to
such income under the Investment Law.
Reduced income under the Investment Law including the Preferred Enterprise Regime will be freely distributable as dividends,
subject to a 15%-20% withholding tax (or lower, under an applicable tax treaty). However, upon the distribution of a dividend from
Preferred Income to an Israeli company, no withholding tax will be remitted.
Pursuant to a temporary tax relief initiated by the Israeli government, a company that elected by November 11, 2013, to pay a
reduced corporate tax rate as set forth in the temporary tax relief with respect to undistributed exempt income generated under the
Investment Law accumulated by the company until December 31, 2011 (“Trapped Earnings”) is entitled to distribute a dividend from
such income without being required to pay additional corporate tax with respect to such dividend. A company that has so elected must
make certain qualified investments in Israel over five-year period. A company that has elected to apply the temporary tax relief
cannot withdraw from its election.
On November 11, 2013, the Company reached a settlement agreement with the ITA which provided (i) the full settlement of all
disputes with the ITA with respect to the tax years 2002 through 2011, and (ii) the release of all the Company’s Trapped Earnings
through the year ended December 31, 2011. In accordance with the Investments Law and the temporary tax relief, the Company is
obligated to invest approximately $ 111,000 during five years period in the following forms (i) production assets (as defined therein),
(ii) research and development activities in Israel and/or (iii) employment payments for new employees (other than office holders)
added after 2011. Any amount not invested in the five years period, should be paid at the end of the 5 years, linked to the Israeli CPI
and bears 4% annual interest since the election date.
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Foreign Exchange Regulations
Under the Foreign Exchange Regulations, an Israeli company calculates its tax liability in U.S. dollars according to certain
orders. The tax liability, as calculated in U.S. dollars is translated into NIS according to the exchange rate as of December 31st of
each year.
Dividends, if any, paid to the holders of our ordinary shares, and any amounts payable upon our dissolution, liquidation or
winding up, as well as the proceeds of any sale in Israel of our ordinary shares to an Israeli resident, may be paid in non-Israeli
currency. If these amounts are paid in Israeli currency, they may be converted into freely repatriable U.S. dollars at the rate of
exchange prevailing at the time of conversion. In addition, the statutory framework for the potential imposition of exchange controls
has not been eliminated, and may be restored at any time by administrative action.
Equity Based Compensation
Effective from January 1, 2003, the Tax Reform Legislation enables a company to grant options/shares through one of three tax
tracks:
(a) the income tax track through a trustee pursuant to which the employee pays income tax rate (according to the marginal tax
rate of the employee, up to 45% tax in 2011 and 48% in 2012 and thereafter) plus payments to the National Insurance Institute and
health tax on the profit gained upon the earlier to occur of the transfer of the options/shares or the underlying shares from the trustee
to the employee or the sale of the options/shares or the underlying shares by the trustee, and the company may recognize expenses
pertaining to the options/shares for tax purposes. The shares/options (or upon their exercise, the underlying shares), must be held by a
trustee for a period of 12 months commencing from the date of which the options/shares were issued and deposited with the trustee.
As of January 1, 2013, the marginal tax rate (48%) of an individual was increased by 2% if the employee’s taxable income in any tax
year exceeds a certain amount.
(b) the capital gains tax track through a trustee pursuant to which the employee pays capital gains tax at a rate of 25% on the
capital profit portion and marginal tax rate (including payments to the National Insurance Institute and health tax) on the income
portion (in general, the income portion is the profit derived from the difference between the average market value of the share 30 days
before the allotment date and the exercise price of the option/share) upon the earlier to occur of the transfer of the options/shares or
the underlying shares from the trustee to the employee or the sale of the options/shares or the underlying shares by the trustee. (On the
capital profit, the employee is not required to make payments to the National Insurance Institute and health tax). In this track, on the
capital profit, the Company may not recognize expenses pertaining to the options/shares for tax purposes but may do so on the
income portion. The shares/options (or upon their exercise, the underlying shares), must be held by a trustee for a period of 24 months
commencing from the date of which the options/shares were issued and deposited with the trustee (with respect to options/shares
granted before January 1, 2006, a period of 30 months commencing from the date of which the options/shares were granted or a
period of 24 months commencing from the date of which the options/shares were issued and deposited with the trustee). As of
January 1, 2013, the capital gain tax rate percentage increased by 2% in the event the employee’s taxable income in any tax year a
certain amount.
(c) the income tax track without a trustee pursuant to which the employee pays income tax rate (according to the marginal tax
rate of the employee up to 45% tax in 2011 and 48% in 2012 and thereafter) plus payments to the National Insurance Institute and
health tax on the profit at the allotment date, and pays capital gains tax at a rate of 25% or 30% (pursuant to 2011 tax reform
legislation, the capital tax rate increased from 20% or 25% in 2011 to 25% or 30% in 2012 and thereafter) on the capital profit upon
the sale of the underlying shares/shares, and the company may not recognize expenses pertaining to the capital gain for tax purposes
but may recognize expenses pertaining to the profit at the allotment date. As of January 1, 2013, the marginal tax rate (48%) of an
individual or the capital gain tax rate percentage, as applicable, increased by 2% in the event the employee’s taxable income in any
tax year exceeds a certain amount.
In accordance with the provisions of the Israeli Tax Ordinance, if a company has selected the capital gains track, the company
must continue granting options/shares under the selected capital gains track until the end of the year following the year in which the
first grant of options/shares under that trustee track will be made.
We implement the capital gain track on RSUs, PSUs and stock options granted to our employees and directors and the income
tax track without a trustee on our ESPP.
Notwithstanding the above, the company may at any time also grant options/shares under the provisions of the income tax track
without a trustee.
The above rules apply only to employees, including officeholders but excluding controlling shareholders.
58
Controlling shareholders will be taxable under section 3(i) to the tax ordinance, according to which, the individual pays income tax
rate (according to the marginal tax rate of the individual, up to 45% in 2011 and 48% in 2012 and thereafter) on the profit upon the sale
of the underlying shares/shares. As of January 1, 2013, the marginal tax rate (48%) of an individual increased by 2% in the event the
employee’s taxable income in any tax year exceeds a certain amount.
Taxation of Non-Israeli Subsidiaries
Non-Israeli subsidiaries are generally taxed based upon tax laws applicable in their countries of residence. In accordance with the
provisions of Israeli-controlled foreign corporation rules, certain income of a non-Israeli subsidiary, if the subsidiary’s primary source of
income is passive income (such as interest, dividends, royalties, rental income or income from capital gains), may be deemed distributed
as a dividend to the Israeli parent company and consequently is subject to Israeli taxation. An Israeli company that is subject to Israeli
taxes on such deemed dividend income of its non-Israeli subsidiaries may generally receive a credit for non-Israeli income taxes paid by
the subsidiary in its country of residence or are to be withheld from the actual dividend distributions.
Taxation of Non-Israeli Shareholders on Receipt of Dividends
Under Israeli tax law, a distribution of dividends from income attributable to an Approved Enterprise, Privileged Enterprise or
Preferred Enterprise will be subject to tax in Israel at the rate of 15%-20%, which is withheld and paid by the company paying the
dividend, if the dividend is distributed during the benefits period or within the following 12 years (this limitation does not apply to a
Foreign Investors Company or to a Preferred Enterprise). However, if the dividend is attributable partly to income derived from an
Approved and Privileged Enterprise, and partly to other sources of income, the withholding rate will be a blended rate reflecting the
relative portions of the two types of income. Any distribution of dividends from income that is not attributable to an Approved
Enterprise, Privileged Enterprise or Preferred Enterprise will be subject to tax in Israel at the rate of 25%, except that dividends
distributed to an individual who is deemed “a substantial shareholder” will be subject to tax at the rate of 30%.
Under the United States-Israel tax treaty, the maximum tax on dividends paid to a holder of ordinary shares who is a United States
resident is 25%. Dividends received by a United States company that holds at least 10% of our voting rights, will be subject to
withholding tax at the rate of 12.5%, provided that certain other conditions in the tax treaty are met. Dividends distributed to other
foreign shareholders may be subject to different withholding tax rates based on the applicable tax treaty.
A non-resident of Israel who has interest or dividend income derived from or accrued in Israel, from which tax was withheld at the
source, is generally exempt from the duty to file tax returns in Israel in respect of such income, provided such income was not derived
from a business conducted in Israel by the taxpayer.
Capital Gains Taxes Applicable to Non-Israeli Shareholders
Capital gains from the sale of our ordinary shares by non-Israeli shareholders are exempt from Israeli taxation under the Israeli
domestic tax law, provided that the capital gain is not derived from a permanent establishment in Israel. In addition, the United States-
Israel tax treaty exempts United States residents who hold less than 10% of our voting rights, and who held less than 10% of our voting
rights during the 12 months prior to a sale of their shares, from Israeli capital gains tax in connection with such sale under certain
circumstances.
United States Federal Income Tax Considerations
The following discussion describes the material U.S. federal income tax considerations relating to the ownership or disposition of
our ordinary shares to a holder who is:
•
•
•
•
A citizen or resident (as defined for U.S. federal income tax purposes) of the United States;
A corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States or any of
its states;
An estate, if the estate’s income is subject to U.S. federal income taxation regardless of its source; or
A trust, if a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons (e.g., a
U.S. citizen, resident, or corporation) have the authority to control all of its substantial decisions or the trust has a valid
election in effect under U.S. Treasury Regulations to be treated as a “United States person”.
We refer to any of the above as a “U.S. Shareholder”. If a partnership owns the ordinary shares, the U.S. federal income tax
consequences relating to an investment in the ordinary shares will depend in part upon the status of the partner and the activities of the
partnership. Such a partner or partnership should consult its tax advisor regarding the U.S. federal income tax considerations of owning
and disposing of the ordinary shares in its particular circumstances.
59
This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended, referred to as the “Code”, U.S. Treasury
Regulations promulgated under the Code and administrative and judicial interpretations of the Code, all as in effect as of the date of this
Annual Report on Form 20-F. This discussion generally considers only U.S. Shareholders who will hold the ordinary shares as capital assets.
This summary discussion does not address tax considerations applicable to a U.S. Shareholder that may be subject to special tax rules
including, without limitation, the following:
•
•
•
•
•
•
•
•
•
•
•
Aspects of U.S. federal income taxation relevant to U.S. Shareholders by reason of their particular circumstances (including
potential application of the alternative minimum tax).
U.S. Shareholders subject to special treatment under the U.S. federal income tax laws, such as banks, financial institutions,
insurance companies, broker-dealers or traders in securities.
U.S. Shareholders that are tax-exempt organizations and pension funds.
U.S. Shareholders that are former citizens or long-term residents of the United States.
U.S. Shareholders that are partnerships or entities treated as partnerships or other pass-through entities and persons who own the
ordinary shares through such entities, and non-U.S. individuals or entities.
U.S. Shareholders that are real estate investment trusts or regulated investment companies.
U.S. Shareholders who own 10% or more of our outstanding voting shares, either directly or by attribution.
U.S. Shareholders who hold our ordinary shares as part of a hedging, straddle, integrated, or conversion transaction.
U.S. Shareholders who acquire their ordinary shares in a compensatory transaction.
U.S. Shareholders whose “functional currency” for U.S. federal income tax purposes is not the U.S. dollar.
Any aspect of U.S. estate, gift, state, or local tax law, or any non-U.S. tax law.
The following summary does not address all of the tax consequences of owning or disposing of our ordinary shares to you based
on your individual tax circumstances. Accordingly, you should consult your own tax advisor as to the particular tax consequences to
you of owning or disposing of our ordinary shares, including the effects of applicable state, local, or non-U.S. tax laws and possible
changes in the tax laws.
Dividends Paid on the Ordinary Shares
Subject to the discussion below under “Passive Foreign Investment Company Status,” a U.S. Shareholder, as defined above, will
generally be required to include in gross income the amount of any distributions paid in respect of the ordinary shares to the extent that the
distributions are paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. We do not
expect to maintain calculations of our earnings and profits under United States federal income tax principles. Therefore, if you are a U.S.
Shareholder you should expect that the entire amount of any distribution generally will be reported as dividend income to you. The amount of
the distribution would include any Israeli taxes withheld as part of the distributions.
Non-corporate U.S. Shareholders may qualify for preferential rates of taxation with respect to dividends on our ordinary stock if the
dividends are “qualified dividend income”. Qualified dividend income generally includes dividends paid by a U.S. corporation or a “qualified
foreign corporation.” A non-U.S. corporation, such as ours, generally will be considered to be a qualified foreign corporation if (i) our shares
are readily tradable on an established securities market in the United States, or (ii) we are eligible for the benefits of a comprehensive U.S.
income tax treaty determined to be satisfactory to the U.S. Department of the Treasury for purposes of this provision and which includes an
exchange of information provision. The U.S. Department of the Treasury and the Internal Revenue Service have determined that the United
States-Israel tax treaty is satisfactory for this purpose. In addition, the U.S. Department of the Treasury and the Internal Revenue Service have
determined that ordinary shares are considered readily tradable on an established securities market if they are listed on an established
securities market in the United States, such as the NASDAQ Global Select Market. The information returns, reporting the dividends paid to
U.S. Shareholders, will identify the amount of dividends eligible for the reduced rates.
Any distributions in excess of earnings and profits will be treated first as non-taxable return of capital, reducing a U.S. Shareholder’s tax
basis in the ordinary shares to the extent of the distributions, and then as capital gain from a sale or exchange of the ordinary shares. Any
capital gain so realized will generally be taxable to the U.S. Shareholder as either long-term or short-term capital gain depending upon
whether the U.S. Shareholder has held the ordinary shares for more than one year as of the time such distribution is received. Our dividends
will generally not qualify for the dividends received deduction available to corporations. Any cash distribution paid in Israeli Shekels will
equal the U.S. dollar value of the distribution, calculated based on the spot exchange rate in effect on the date of the distribution, regardless of
whether the foreign currency is converted into U.S. dollars at that time. Any foreign currency gain or loss a U.S. Shareholder realizes on a
subsequent conversion of foreign currency into U.S. dollars will be U.S. source ordinary income or loss.
60
Credit for Israeli Taxes Withheld
Subject to certain conditions and limitations, a U.S. Shareholder may be eligible for a credit against United States federal
income tax liability for any Israeli tax withheld or paid with respect to dividends on the ordinary shares. The Code provides
limitations on the amount of foreign tax credits. These limitations include extensive separate computation rules under which foreign
tax credits allowable with respect to specific categories of income cannot exceed the U.S. federal income taxes otherwise payable
with respect to each such category of income. A shareholder who does not elect to claim a foreign tax credit may instead claim a
deduction for Israeli income tax withheld or paid, but only if the shareholder elects to do so for all foreign income taxes in that year.
Special rules for determining a U.S. Shareholder’s foreign tax credit limitation apply in the case of qualified dividend income. Rules
similar to those concerning adjustments to the foreign tax credit limitation to reflect any capital gain rate differential also apply to any
qualified dividend income. The rules relating to foreign tax credits are complex and each U.S. Shareholder should consult his, her, or
its own tax advisor to determine whether and if the specific shareholder would be entitled to this credit.
Sale, Exchange, or Other Disposition of the Ordinary Shares
The sale or exchange of ordinary shares will generally result in the recognition of capital gain or loss for the U.S. Shareholder.
The amount of gain or loss is the difference between the U.S. dollar value of the amount realized on the sale or exchange and the tax
basis in the ordinary shares. If a U.S. Shareholder’s holding period for the ordinary shares exceeds one year at the time of the
disposition, the amount of the shareholder’s gain or loss generally will be long-term capital gain or loss. Long-term capital gains of
non-corporate U.S. Shareholders realized upon a sale or exchange of ordinary shares generally will be eligible for a preferential rate
of taxation. The deductibility of capital losses may be subject to limitation. Gain or loss recognized by a U.S. Shareholder on a sale or
exchange of ordinary shares generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes.
Additional Tax on Investment Income
U.S. Shareholders that are individuals, estates or trusts and whose income exceeds certain thresholds will be subject to a 3.8%
tax on all or a portion of their “net investment income”, including, among other things, dividends on and capital gains from the sale or
other disposition of our ordinary shares, subject to certain limitations and exceptions.
Passive Foreign Investment Company Status
Based upon our income, assets and activities, we believe that we are not currently, and have not been in prior years, a passive
foreign investment company (PFIC) for U.S. federal income tax purposes. We do not currently anticipate that we will be a PFIC for
any subsequent year. We would be classified as a PFIC if, for any taxable year, either:
•
•
75% or more of our gross income in the taxable year is passive income, or
50% or more of the average percentage of our assets held during the taxable year produce or are held for the production of
passive income.
For this purpose, passive income includes dividends, interest, royalties, rents, annuities and the excess of gain over losses from
the disposition of assets that produce passive income.
If we were a PFIC for any taxable year during which you held shares as a U.S. Shareholder and you did not timely elect to treat
us as a “qualified electing fund” under Section 1295 of the Code or elect to mark the ordinary shares to market, you would be subject
to special tax rules that have a penalizing effect on the receipt of an “excess distribution” on the ordinary shares. Generally, a
distribution is considered an excess distribution to the extent it exceeds 125% of the average annual distributions in the prior three
years (or, if shorter, your holding period of the ordinary shares before the taxable year). You would also be subject to special tax rules
that have a penalizing effect on the gain from the disposition of the ordinary shares, including the treatment if any such gain as
ordinary income, not capital gain.
A U.S. Shareholder may be able to mitigate certain adverse tax consequences of holding shares in a PFIC by making a
“qualified electing fund,” “deemed sale” or “mark-to-market” election. However, these elections require specific conditions to be
met, for example, as a U.S. Shareholder you may make a qualified electing fund election only if we agree to furnish certain tax
information annually. We do not presently prepare or provide this information, and this information may not be available to you if we
are subsequently determined to be a PFIC. A number of specific rules and requirements apply to a U.S. Shareholder under any of the
elections available to owners of a PFIC. You are urged to consult your tax advisor concerning these elections.
61
Information Reporting and Back up Withholding
Dividend payments and proceeds from the sale or disposal of ordinary shares may be subject to information reporting to the
Internal Revenue Service and possible U.S. federal backup withholding. However, backup withholding will not apply to a holder who
furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification, or who is
otherwise exempt from backup withholding (for example, a corporation). Any U.S. Shareholder who is required to establish exempt
status generally must file IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Amounts withheld as
backup withholding may be credited against a U.S. Shareholder’s federal income tax liability. A U.S. Shareholder may obtain a
refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the Internal
Revenue Service and furnishing any required information.
Other Reporting Requirements
Certain U.S. Shareholders who are individuals are required to report information relating to an interest in our ordinary shares,
subject to certain exceptions (including an exception for shares held in accounts maintained by U.S. financial institutions) by filing
IRS Form 8938 (Statement of Specified Foreign Financial Assets) with their federal income tax return. U.S. Shareholders are urged to
consult their tax advisors regarding their information reporting obligations, if any, with respect to their ownership and disposition of
our ordinary shares.
Documents on Display
This report and other information filed or to be filed by us can be inspected and copied at the public reference facilities
maintained by the Securities and Exchange Commission at:
Securities and Exchange Commission
100 F Street, NE
Public Reference Room
Washington, D.C. 20549
For further information on the operation of the public reference room and copy charges, the Securities and Exchange
Commission may be contacted at 1-800-SEC-0330.
The Securities and Exchange Commission maintains a Web site at www.sec.gov that contains reports, proxy and information
statements, and other information regarding registrants that make electronic filings with the Securities and Exchange Commission
using its EDGAR system. We intend to post our Annual Report on Form 20-F on our website (www.checkpoint.com) promptly
following the filing of our Annual Report on Form 20-F with the Securities and Exchange Commission.
Additionally, documents referred to in this Annual Report on Form 20-F may be inspected at our principal executive offices
located at 5 Ha’Solelim Street, Tel Aviv 6789705, Israel.
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks that result primarily from weak economic conditions in the markets in which we sell our
products, and from changes in exchange rates or in interest rates.
As of December 31, 2015, securities representing 6.9% of our investments portfolios are rated as AAA; securities representing
50.0% of the portfolio are rated as AA; securities representing 42.6% of the portfolio are rated as A; securities representing 0.5% of
the portfolio are rated as BBB+.
The table below provides information regarding our investments in cash, cash equivalents, short-term bank deposits and
marketable securities, as of December 31, 2015:
62
Maturity
2016
2017
2018
2019
2020
(in thousands)
Total
Amortized
cost
Fair
Value at
Dec. 31, 2015
$ 994,600 $863,965 $623,612 $ 319,016 $140,995 $2,942,188 $2,937,309
411,804
46,230 114,341 139,929
66,690 412,930
45,740
41,690 13,281
11,025
997
—
66,993
66,955
199,346 —
199,346
$1,281,866 $991,587 $774,556 $365,7530 $207,685 $3,621,457 $3,615,414
— 199,346
—
—
Government and corporate debentures
- fixed interest rates
U.S. Agencies
Government and corporate debentures
- floating interest rates
Short-term deposits, money market
instruments & cash
Total
Foreign Currency Risk
Most of our sales are denominated in U.S. dollars, and we incur most of our expenses in U.S. dollars, Euros, Swedish Krona,
British Pounds and Israeli Shekels. According to the factors indicated in ASC 830, “Foreign Currency Matters,” our cash flow, sale
price, sales market, expense, financing and inter-company transactions, and arrangement indicators, are predominantly denominated
in U.S. dollars. In addition, the U.S. dollar is the primary currency of the economic environment in which we operate, and thus, the
U.S. dollar is our functional and reporting currency.
On our balance sheet, we convert into U.S. dollars all monetary accounts (principally liabilities) that are maintained in other
currencies. For this conversion, we use the relevant foreign exchange rate at the balance sheet date. Any gain or loss that results from
this conversion is reflected in the statement of income as financial income or financial expense, as appropriate.
We measure and record non-monetary accounts in our balance sheet in U.S. dollars. For this measurement, we use the U.S.
dollar value in effect at the date that the asset or liability was initially recorded in our balance sheet (the date of the transaction).
We entered into forward contracts to hedge the exchange impacts on assets and liabilities denominated in Israeli Shekels, Euros,
British Pounds, Swedish Krona and Japanese Yen. As of December 31, 2015, we had outstanding forward contracts that did not meet
the requirement for hedge accounting, in the amount of $319 million. These contracts were for a period of up to twelve months. The
net gains recognized in “financial income, net” during 2015 were $0.4 million.
During 2015, we entered into forward contracts to hedge against the risk of overall changes in exchange rates on future cash
flow from payments of payroll and related expenses denominated in Israeli Shekels. These contracts met the requirement for cash
flow hedge accounting and as such losses in the amount of $2 million were recognized when the related expense were incurred and
classified in operating expenses during 2015. As of December 31, 2015, we had outstanding forward contracts in the notional amount
of $26 million and their fair value amounted to $0.01 million.
The Company’s operating expenses may be affected by fluctuations in the value of the U.S dollar as it relates to foreign
currencies; with Israel and Europe having the greatest potential impact. In managing our foreign exchange risk we periodically enter
into foreign exchange hedging contracts. Our goal is to mitigate the potential exposure with these contracts. By way of example, a
10% weakening in the value of the dollar relative to the currencies in which the Company’s operating expenses are denominated in
2015 would result in an increase in operating expenses of $32 million for the year ended December 31, 2015. This calculation
assumes that each exchange rate would change in the same direction relative to the U.S. dollar.
Interest Rate Risk
Our exposure to market risk for changes in interest rates relates primarily to our investment in marketable securities. Our
marketable securities portfolio includes government and government agencies debt instruments (U.S., European and other) and
corporate debt instruments. By policy, we limit the amount of credit exposure to any one issuer.
Investments in both fixed rate and floating rate interest bearing securities carry a degree of interest rate risk. Fixed rate securities
may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less
income than predicted if interest rates fall. Due in part to these factors, our income from investments may decrease in the future in the
event that interest rates fluctuate.
63
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
Not applicable.
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
There are no defaults, dividend arrearages, or delinquencies that are required to be disclosed.
PART II
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
There are no material modifications to, or qualifications of, the rights of security holders that are required to be disclosed.
ITEM 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As of December 31, 2015, we performed an evaluation under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, 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 Securities Exchange Act of 1934, as amended (the
“Exchange Act”)). Our management recognizes that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating
the cost-benefit relationship of possible controls and procedures. Based on this evaluation, our Chief Executive Officer and Chief
Financial Officer concluded that our disclosure controls and procedures are effective as of December 31, 2015, to provide reasonable
assurance that the information required to be disclosed in filings and submissions under the Exchange Act, is recorded, processed,
summarized and reported within the time periods specified by the Securities and Exchange Commission’s rules and forms, and that
such information related to us and our consolidated subsidiaries is accumulated and communicated to management, including the
Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions about required disclosure.
Management’s report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our 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. Our internal control over financial reporting includes those policies and
procedures that:
•
•
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets,
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in
accordance with authorizations of our management and directors, and
•
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of
our assets that could have a material effect on the financial statements.
Our management recognizes that there are inherent limitations in the effectiveness of any system of internal control over
financial reporting, including the possibility of human error and the circumvention or override of internal control. Accordingly, even
effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement
preparation, and may not prevent or detect all misstatements. Further, because of changes in conditions, the effectiveness of internal
control over financial reporting may vary over time.
Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In
conducting its assessment of internal control over financial reporting, management used the framework and criteria established in
Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) (the 2013 Framework) as of the end of the period covered by this report. Based on that evaluation, our management has
concluded that our internal control over financial reporting was effective as of December 31, 2015.
64
Our financial statements and internal control over financial reporting have been audited by Kost, Forer, Gabbay & Kasierer (A
Member of Ernst & Young Global), an independent registered public accounting firm which has issued an attestation report on the
Company’s internal control over financial reporting included elsewhere in this Annual report on Form 20-F.
Changes in Internal Control over Financial Reporting
During the period covered by this Annual Report on Form 20-F, no changes in our internal control over financial reporting have
occurred that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 16. Reserved.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Our board of directors has determined that Messrs. Yoav Chelouche and Irwin Federman are “audit committee financial
experts” and that they are independent under the applicable Securities and Exchange Commission and NASDAQ Global Select
Market rules.
ITEM 16B. CODE OF ETHICS
In March 2004, our board of directors adopted a Code of Ethics that applies to all of our employees, directors and officers,
including the Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller and other individuals who
perform similar functions. The Code of Ethics is updated from time to time and was last updated in November 2014. You can obtain a
copy of our Code of Ethics without charge, by sending a written request to our investor relations department at Check Point Software
Technologies, Inc., Attn: Investor Relations, 959 Skyway Road, Suite 300, San Carlos, California 94070 U.S.A; Tel: 650-628-2000;
Email: ir@us.checkpoint.com.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees and Services
The following table sets forth the aggregate fees for the audit and other services provided by Kost, Forer, Gabbay & Kasierer, a
member of EY Global and other members of EY Global during the years ended December 31, 2015 and 2014 (in thousands):
Year Ended December 31, 2015
Amount
Year Ended December 31, 2014
Percentage
Amount
(in thousands, except percentages)
Percentage
Audit fees (1)
Tax fees (2)
Total
$
$
742
180
922
80%
20%
100%
$
$
740
210
950
78%
22%
100%
(1)
(2)
“Audit fees” are fees for audit services for each of the years shown in this table, including fees associated with the annual audit
(including audit of our internal control over financial reporting) and reviews of our quarterly financial results submitted on Form
6-K, consultations on various accounting issues and audit services provided in connection with other statutory or regulatory
filings.
“Tax fees” are fees for professional services rendered by our auditors for tax compliance, tax planning and tax advice on actual
or contemplated transactions, tax consulting associated with international transfer prices and employee benefits.
Audit committee’s pre-approval policies and procedures
Our audit committee chooses and engages our independent auditors to audit our financial statements, with the approval of our
shareholders as required by Israeli law. Our audit committee adopted a policy requiring our management to obtain the audit
committee’s approval before engaging our independent auditors to provide any audit or permitted non-audit services to us or our
subsidiaries. This policy, which is designed to assure that such engagements do not impair the independence of our auditors, requires
pre-approval from the audit committee on an annual basis for the various audit and non-audit services that may be performed by our
auditors. In addition, the audit committee limited the aggregate amount of fees our auditors may have received during 2015 and 2014,
and will receive during 2016 for non-audit services in certain categories.
65
Our Chief Financial Officer reviews all management requests to engage our auditors to provide services and approves a request
if the requested services are of those that have received pre-approval from our audit committee. We inform our audit committee of
these approvals at least quarterly and prior to the commencement of the related services. If the services are not included in those
categories that were pre-approved by our audit committee, then specific approval is needed from our audit committee before these
services are commenced. Our audit committee is not permitted to approve the engagement of our auditors for any services that would
be inconsistent with maintaining the auditors’ independence or that are not permitted by applicable law.
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
None.
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
As of December 31, 2015, the Company repurchased ordinary shares for an aggregate amount of $4,823 million. On January 29,
2015, the Company’s board of directors approved and authorized the repurchase of up to additional $1,500 million of the Company’s
ordinary shares and not more than $250 million per quarter. Under the repurchase programs, share purchases may be made from time
to time depending on market conditions, share price, trading volume and other factors and will be funded from available working
capital.
During 2015, we used $986 million to repurchase approximately 12 million ordinary shares which were repurchased under our
tenth program. The table below provides detailed information.
Period
January 1 – January 31
February 1 – February 28
March 1 – March 31
April 1 – April 30
May 1 – May 31
June 1 – June 30
July 1 – July 31
August 1 – August 31
September 1 – September 30
October 1 – October 31
November 1 – November 30
December 1 – December 31
Total
(a) Total Number
of Ordinary
Shares
Purchased
(b) Average Price
per Ordinary
Share
(c) Total Number of
Ordinary Shares
Purchased as
Part of Publicly
Announced Plans
or Programs
341,904
1,766,646
904,858
941,860
1,239,578
696,738
1,457,580
1,062,102
612,113
774,315
1,386,446
848,759
12,032,899
$
$
$
$
$
$
$
$
$
$
$
$
$
80
79
83
85
86
84
80
80
79
80
83
85
82
341,904
1,766,646
904,858
941,860
1,239,578
696,738
1,457,580
1,062,102
612,113
774,315
1,386,446
848,759
12,032,899
(d) Approximate
Dollar Amount
Available for
Repurchase
under the Plans
or Programs
1,472,794,767
1,333,486,445
1,258,314,528
1,178,599,081
1,071,743,941
1,013,317,886
896,409,605
811,551,426
763,555,116
701,610,133
586,361,036
514,265,206
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 16G. CORPORATE GOVERNANCE
As a foreign private issuer whose shares are listed on the NASDAQ Global Select Market, we are permitted to follow certain
home country corporate governance practices instead of certain requirements of the NASDAQ Marketplace Rules.
We do not comply with the NASDAQ requirement that an issuer listed on the NASDAQ Global Select Market have a quorum
requirement that in no case be less than 33 1/3% of the outstanding shares of the company’s common voting stock. Our articles of
association, consistent with the Israeli Companies Law, provide that the quorum requirements for an adjourned meeting are the
presence of a minimum of two shareholders present in person. As such, our quorum requirements for an adjourned meeting do not
comply with the NASDAQ requirements and we instead follow our home country practice.
66
In addition, we follow our home country law, instead of the NASDAQ Marketplace Rules, which require that we obtain
shareholder approval for the establishment or amendment of certain equity based compensation plans and arrangements. Under Israeli
law and practice, in general, the approval of the board of directors is required for the establishment or amendment of equity based
compensation plans and arrangements, unless the arrangement is for the benefit of a director or a controlling shareholder, in which
case compensation committee or audit committee and shareholder approval are also required.
As a foreign private issuer listed on the NASDAQ Global Select Market, we may also follow home country practice with regard
to, among other things, composition of the board of directors, compensation practices and compensation committee practices, director
nomination process and regularly scheduled meetings at which only independent directors are present. In addition, we may follow our
home country practice, instead of the NASDAQ Global Select Market rules, which require that we obtain shareholder approval for
certain dilutive events, such as for an issuance that will result in a change of control of the company, certain transactions other than a
public offering involving issuances of a 20% or more interest in the company and certain acquisitions of the stock or assets of another
company. A foreign private issuer that elects to follow a home country practice instead of NASDAQ rules must submit to NASDAQ
in advance a written statement from an independent counsel in such issuer’s home country certifying that the issuer’s practices are not
prohibited by the home country’s laws. In addition, a foreign private issuer must disclose in its annual reports filed with the Securities
and Exchange Commission or on its website each such requirement that it does not follow and describe the home country practice
followed by the issuer instead of any such requirement. Accordingly, our shareholders may not be afforded the same protection as
provided under NASDAQ’s corporate governance rules.
See Item 3.D. “Key Information – Risk factors – Risks relating to our operations in Israel – As a foreign private issuer whose
shares are listed on the NASDAQ Global Select Market, etc.,” Item 6 “Directors, Senior Management and Employees – Board
Practices” and Item 10 “Additional Information – Articles of Association and Israeli Companies Law” for a detailed description of
the significant ways in which the registrant’s corporate governance practices differ from those followed by U.S. companies under the
listing standards of the NASDAQ Global Select Market.
ITEM 16H. MINE SAFETY DISCLOSURE
Not applicable.
ITEM 17. FINANCIAL STATEMENTS
Check Point has responded to Item 18.
ITEM 18. FINANCIAL STATEMENTS
See pages F-1 to F-41 below.
PART III
67
ITEM 19. EXHIBITS
1 Articles of Association of Check Point Software Technologies Ltd. (1)
4.1
Form of Director Insurance, Indemnification and Exculpation Agreement between Check Point Software Technologies Ltd.
and its directors (2)
4.2 Check Point Software Technologies Ltd. 2005 Israel Equity Incentive Plan (3)
4.3 Check Point Software Technologies Ltd. 2005 United States Equity Incentive Plan (4)
4.4 Check Point Software Technologies Ltd. Employee Stock Purchase Plan, as Amended and Restated (5)
4.5 Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees)
4.6
A translation of an agreement between Tzlil Ad Ltd. and Check Point Software Technologies Ltd., for the purchase of the
leasing rights of a building in Tel Aviv, Israel, dated as of March 19, 2006 (6)
4.7 Amendment to Check Point Software Technologies Ltd. 2005 Israel Equity Incentive Plan, dated January 22, 2014 (7)
4.8
Amendment to Check Point Software Technologies Ltd. 2005 United States Equity Incentive Plan, dated January 22,
2014 (8)
4.9 Check Point Software Technologies Ltd. Executive Compensation Plan (9)
8 List of subsidiaries (10)
12.1 Certification of the Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002
12.2 Certification of the Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002
13 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
15 Consent of Kost, Forer, Gabbay & Kasierer, a Member of Ernst & Young Global
101
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
XBRL (Extensible Business Reporting Language) The following materials from Check Point Software Technologies Ltd.’s
Annual Report on Form 20-F for the fiscal year-ended December 31, 2015, formatted in XBRL: (i) Consolidated Statements
of Operations, (ii) Consolidated Balance Sheets, (iii) Consolidated Statements of Shareholders’ Equity/(Deficit) and
Comprehensive Income/(Loss) (iv) Consolidated Statements of Cash Flows, (v) Notes to the Consolidated Financial
Statements, and (vi) Schedule II — Valuation and Qualifying Accounts and Reserves.
Incorporated by reference to Exhibit 1 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2005.
Incorporated by reference to Exhibit 4.1 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2005.
Incorporated by reference to Exhibit 4.7 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2005.
Incorporated by reference to Exhibit 4.8 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2005.
Incorporated by reference to Exhibit 4.1 of Check Point’s Registration Statement on Form S-8 (No. 333-207355) filed with the
Securities and Exchange Commission on October 8, 2015.
Incorporated by reference to Exhibit 4.11 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2006.
Incorporated by reference to Exhibit 4.7 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2013.
Incorporated by reference to Exhibit 4.8 of Check Point’s Annual Report on Form 20-F for the year ended December 31, 2013.
Incorporated by reference to Annex A of Check Point’s Report on Form 6-K filed with the Securities and Exchange
Commission on May 23, 2013.
(10) Incorporated by reference to “Item 4 – Information on Check Point – Organizational Structure” in this Annual Report on Form
20-F.
68
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2015
IN U.S. DOLLARS
INDEX
Reports of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Income
Consolidated Statements of Comprehensive Income
Statements of Changes in Shareholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
F-1
Page
F-2 - F-4
F-5 - F-6
F-7
F-8
F-9
F-10 - F-11
F-12 - F-44
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 6706703, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
We have audited the accompanying consolidated balance sheets of Check Point Software Technologies Ltd. (the “Company”)
and subsidiaries as of December 31, 2015 and 2014, and the related consolidated statements of income, comprehensive income,
changes in shareholders’ equity and cash flows for each of the three years in the period ended December 31, 2015. These financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audits.
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 audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial
position of the Company and subsidiaries as of December 31, 2015 and 2014, and the consolidated results of their operations and
their cash flows for each of the three years in the period ended December 31, 2015, in conformity with U.S. generally accepted
accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control-
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the
COSO criteria), and our report dated April 28, 2016, expressed an unqualified opinion thereon.
Tel-Aviv, Israel
April 28, 2016
KOST FORER GABBAY & KASIERER
A Member of EY Global
F-2
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 6706703, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON INTERNAL CONTROL OVER FINANCIAL REPORTING
To the Shareholders and Board of Directors of
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
We have audited Check Point Software Technologies Ltd.’s (the “Company”) internal control over financial reporting as of
December 31, 2015, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The Company’s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting included in the accompanying management’s report on internal control over financial reporting. Our responsibility
is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
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
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the
assets of the company; (2) 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 (3) 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.
F-3
Kost Forer Gabbay & Kasierer
3 Aminadav St.
Tel-Aviv 6706703, Israel
Tel: +972-3-6232525
Fax: +972-3-5622555
ey.com
In our opinion, the Company maintained in all material respects, effective internal control over financial reporting as of
December 31, 2015, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of the Company and subsidiaries as of December 31, 2015 and 2014, and the related consolidated
statements of income, comprehensive income, changes in shareholders’ equity and cash flows for each of the three years in the period
ended December 31, 2015, and our report dated April 28, 2016, expressed an unqualified opinion thereon.
Tel-Aviv, Israel
April 28, 2016
KOST FORER GABBAY & KASIERER
A Member of EY Global
F-4
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands
ASSETS
CURRENT ASSETS:
Cash and cash equivalents
Short-term bank deposits
Marketable securities
Trade receivables (net of allowances for doubtful accounts and sales reserves of $ 16,231 and
$ 18,546 at December 31, 2015 and 2014, respectively)
Prepaid expenses and other current assets
Total current assets
LONG-TERM ASSETS:
Marketable securities
Property and equipment, net
Severance pay fund
Deferred tax asset, net
Other intangible assets, net
Goodwill
Other assets
Total long-term assets
Total assets
The accompanying notes are an integral part of the consolidated financial statements.
F-5
December 31,
2015
2014
$ 192,312 $ 261,970
7,343
1,043,149
7,034
1,084,881
410,763
40,844
1,735,834
366,700
34,498
1,713,660
2,331,187
48,692
5,262
65,711
26,008
812,012
45,174
3,334,046
2,370,471
41,549
5,491
48,543
14,085
727,875
27,144
3,235,158
$5,069,880 $4,948,818
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
U.S. dollars in thousands (except share data)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables
Employees and payroll accruals
Deferred revenues
Accrued expenses and other current liabilities
Total current liabilities
LONG-TERM LIABILITIES:
Deferred revenues
Income tax accrual
Deferred tax liability, net
Accrued severance pay
Total long-term liabilities
Total liabilities
SHAREHOLDERS’ EQUITY:
Share capital -
Preferred shares, NIS 0.01 par value, 5,000,000 shares authorized at December 31, 2015
and 2014; no shares issued and outstanding at December 31, 2015 and 2014
Ordinary shares, NIS 0.01 par value, 500,000,000 shares authorized at December 31,
2015 and 2014; 261,223,970 shares issued at December 31, 2015 and 2014;
174,901,523 and 183,790,953 shares outstanding at December 31, 2015 and 2014,
respectively
Additional paid-in capital
Treasury shares at cost – 86,322,447 and 77,433,017 ordinary shares at December 31, 2015
and 2014, respectively
Accumulated other comprehensive loss
Retained earnings
Total shareholders’ equity
Total liabilities and shareholders’ equity
The accompanying notes are an integral part of the consolidated financial statements.
F-6
December 31,
2015
2014
$
17,833
134,505
717,528
186,987
1,056,853
188,255
283,215
240
9,451
481,161
1,538,014
$
12,586
117,807
651,281
151,161
932,835
132,732
235,705
504
9,483
378,424
1,311,259
—
—
774
987,331
774
859,124
(4,043,271)
(4,250)
6,591,282
3,531,866
$ 5,069,880
(3,126,685)
(1,070)
5,905,416
3,637,559
$ 4,948,818
CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars in thousands (except per share data)
Revenues:
Products and licenses
Subscriptions
Software updates and maintenance
Total revenues
Operating expenses:
Cost of products and licenses *)
Cost of subscriptions *)
Cost of software updates and maintenance *)
Amortization of technology
Total cost of revenues
Research and development
Selling and marketing
General and administrative
Total operating expenses
Operating income
Financial income, net
Income before taxes on income
Taxes on income
Net income
Basic earnings per ordinary share
Diluted earnings per ordinary share
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
Year ended
December 31,
2014
2013
2015
$ 555,792 $ 520,312 $ 496,930
217,088
680,087
1,394,105
265,021
710,483
1,495,816
318,624
755,422
1,629,838
95,868
5,626
74,807
240
176,541
133,300
306,363
78,558
694,762
801,054
28,762
829,816
170,245
101,158
7,623
78,468
1,808
189,057
149,279
359,804
91,981
790,121
839,717
34,073
873,790
187,924
88,862
5,480
67,680
612
162,634
121,764
276,067
72,735
633,200
760,905
34,931
795,836
143,036
$ 685,866 $ 659,571 $ 652,800
3.34
$
3.27
$
3.83 $
3.74 $
3.50 $
3.43 $
*) Not including amortization of technology shown separately below.
The accompanying notes are an integral part of the consolidated financial statements.
F-7
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
U.S. dollars in thousands
Net income
Other comprehensive loss
Change in unrealized losses on marketable securities:
Unrealized losses arising during the period, net of tax benefit of $2,032, $271 and
$3,369, respectively
Gains reclassified into earnings, net of tax expense (benefits) of $(3), $84 and $300,
respectively
Year ended
December 31,
2014
$685,866 $659,571 $652,800
2013
2015
(5,209)
(604)
(9,685)
(19)
(5,228)
(204)
(808)
(2,011)
(11,696)
Change in unrealized gains (losses) on cash flow hedges:
Unrealized gains (losses) arising during the period, net of tax benefit (expense) of
$(136), $882 and $(452), respectively
716
(4,629)
704
Losses (gains) reclassified into earnings, net of tax benefit (expense) of $(254), $(471)
and $592, respectively
Other comprehensive loss, net of tax
Comprehensive income
The accompanying notes are an integral part of the consolidated financial statements.
F-8
1,332
2,048
(3,180)
(1,775)
(1,071)
(12,767)
$682,686 $656,662 $640,033
2,528
(2,101)
(2,909)
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share amounts)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
Share
capital
Additional
paid-in
capital
Treasury
shares
at cost
Accumulated
other
comprehensive
income (loss)
Retained
earnings
Total
shareholders’
equity
$ 774 $693,212 $(1,955,328) $
35,345
—
14,606 $4,593,045 $ 3,346,309
35,345
—
—
Balance as of January 1, 2013
Excess Tax benefit from stock-based compensation —
Issuance of treasury shares under stock purchase
plans, upon exercise of options and vesting of
restricted stock units (3,382,608 ordinary shares,
net of 42,623 shares for taxes)
—
Treasury shares at cost (10,148,834 ordinary
shares)
Stock-based compensation
Other comprehensive loss, net of tax
Net income
Balance as of December 31, 2013
Excess Tax benefit from stock-based compensation —
Issuance of treasury shares under stock purchase
plans, upon exercise of options and vesting of
restricted stock units (2,735,516 ordinary shares,
net of 33,748 shares for taxes)
—
Treasury shares at cost (11,207,320 ordinary
shares)
Stock-based compensation
Other comprehensive loss, net of tax
Net income
Balance as of December 31, 2014
Excess Tax benefit from stock-based compensation —
Issuance of treasury shares under stock purchase
plans, upon exercise of options and vesting of
restricted stock units (3,143,469 ordinary shares,
net of 34,660 shares for taxes)
—
(4,752)
71,879
—
—
67,127
—
—
—
51,112
—
—
—
—
774 774,917
11,669
(537,829)
—
—
—
(2,421,278)
—
—
—
(12,767)
—
1,839
—
—
(537,829)
—
51,112
—
(12,767)
652,800
652,800
5,245,845 3,602,097
11,669
—
11,130
59,136
—
—
70,266
—
—
61,408
—
—
—
—
—
774 859,124
19,376
(764,543)
—
—
—
(3,126,685)
—
—
—
(2,909)
—
(1,070)
—
—
—
(764,543)
61,408
(2,909)
659,571
659,571
5,905,416 3,637,559
19,376
—
Treasury shares at cost (12,032,899 ordinary
shares)
Stock-based compensation
Replacement of restricted share units upon
acquisitions
Other comprehensive loss, net of tax
Net income
Balance as of December 31, 2015
33,703
69,149
—
—
—
74,005
(985,735)
—
—
—
—
—
102,852
—
—
(985,735)
74,005
1,123
—
—
—
—
—
$ 774 $987,331 $(4,043,271) $
—
—
—
—
(3,180)
—
1,123
—
(3,180)
—
685,866
685,866
(4,250) $6,591,282 $ 3,531,866
The accompanying notes are an integral part of the consolidated financial statements.
F-9
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Cash flows from operating activities:
Net income
Adjustments required to reconcile net income to net cash provided by operating
activities:
Depreciation of property and equipment
Amortization of premium and accretion of discount on marketable securities,
net and revaluation of short-term bank deposits
Realized gain on sale of marketable securities, net
Amortization of intangible assets
Stock-based compensation
Deferred income tax expense (benefit)
Excess tax benefit from stock-based compensation
Accrued severance pay, net
Decrease (increase) in trade receivables
Increase in prepaid expenses and other current assets and other assets
Increase in trade payables
Increase in employees and payroll accruals
Increase (decrease) in income tax accrual and accrued expenses and other
current liabilities
Increase in deferred revenues
Net cash provided by operating activities
Cash flows from investing activities:
Proceeds from maturity of marketable securities
Proceeds from sale of marketable securities
Proceeds from short-term bank deposits
Investment in marketable securities
Investment in short-term bank deposits
Cash paid in conjunction with acquisitions, net of acquired cash
Purchase of property and equipment
Net cash used in investing activities
Year ended
December 31,
2014
2015
2013
$
685,866
$
659,571
$
652,800
10,358
9,178
8,545
29,611
(16)
3,612
76,302
(15,847)
(19,376)
197
(43,384)
(21,404)
5,183
13,835
101,235
120,559
946,731
33,021
(288)
2,106
63,169
(12,292)
(11,669)
(407)
12,948
(8,613)
1,879
2,698
(77,809)
112,390
785,882
22,389
(2,311)
3,020
51,112
28
(35,345)
158
(5,893)
(816)
1,287
22,404
11,975
81,933
811,286
1,479,241
109,735
321
(1,628,287)
—
(96,544)
(17,348)
$ (152,882)
1,233,866
75,910
—
(1,535,800)
(7,343)
—
(12,736)
$ (246,103)
1,110,176
21,716
248,571
(1,916,832)
—
—
(9,563)
$ (545,932)
The accompanying notes are an integral part of the consolidated financial statements.
F-10
CONSOLIDATED STATEMENTS OF CASH FLOWS
U.S. dollars in thousands
Cash flows from financing activities:
Proceeds from issuance of treasury shares upon exercise of options
Purchase of treasury shares at cost
Excess tax benefit from stock-based compensation
Net cash used in financing activities
Decrease in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
Supplemental disclosure of cash flow information:
Cash paid during the year for taxes on income
Supplemental disclosure of non-cash activities:
Replacement of restricted share units upon acquisitions
Accrued liability with respect to treasury shares
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
Year ended
December 31,
2014
2013
2015
$ 102,852 $ 70,266 $ 67,127
(534,196)
35,345
(431,724)
(166,370)
574,802
$ 192,312 $ 261,970 $ 408,432
(768,176)
11,669
(686,241)
(146,462)
408,432
(985,735)
19,376
(863,507)
(69,658)
261,970
$ 123,944 $ 239,245 $ 173,234
$
$
1,123 $
— $
— $
— $
—
3,633
The accompanying notes are an integral part of the consolidated financial statements.
F-11
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 1:- GENERAL
a.
b.
Check Point Software Technologies Ltd. (“Check Point Ltd.”), an Israeli corporation, and subsidiaries
(collectively, the “Company” or “Check Point”), are engaged in developing, marketing and supporting software
and combined hardware (appliance) and software products and subscriptions, by offering network security, data
security and security management solutions for enterprise networks and service providers.
The Company operates in one operating and reportable segment and its revenues are mainly derived from the
sales of its network and data security products, including licenses, related software updates, maintenance and
subscriptions. The Company sells its products worldwide primarily through multiple distribution channels
(“channel partners”), including distributors, resellers, system integrators, Original Equipment Manufacturers
(“OEMs”) and Managed Security Service Providers (“MSPs”).
During 2015, 2014 and 2013, approximately 38%, 37% and 30% of the Company’s revenues were derived from
two channel partners. Revenues derived from one channel partner were 20%, 21% and 14% and from the other
channel partner were 18%, 16% and 16%, respectively. Trade receivable balances from these two channel
partners aggregated to $ 181,368 and $ 167,818 as of December 31, 2015 and 2014, respectively.
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements are prepared in conformity with United States generally accepted accounting
principles (“U.S. GAAP”).
a.
Use of estimates:
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to
make estimates, judgments and assumptions. The Company’s management believes that the estimates, judgments
and assumptions used are reasonable based upon information available at the time they are made. These
estimates, judgments and assumptions can affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the dates of the financial statements, and the reported amounts of revenue and
expenses during the reporting period. Actual results could differ from those estimates.
b.
Financial statements in United States dollars:
Most of the Company’s revenues and costs are denominated in United States dollars (“dollars”). The Company’s
management believes that the dollar is the primary currency of the economic environment in which Check Point
Ltd. and each of subsidiaries operate. Thus, the dollar is the Company’s functional and reporting currency.
F-12
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
Accordingly, non-dollar denominated transactions and balances have been re-measured into the functional
currency in accordance with Accounting Standard Code (“ASC”) No. 830, “Foreign Currency Matters”. All
transaction gains and losses of the re-measured monetary balance sheet items are reflected in the statements of
income as financial income or expenses, as appropriate.
c.
Principles of consolidation:
The consolidated financial statements include the accounts of Check Point Ltd. and subsidiaries. Intercompany
transactions and balances have been eliminated upon consolidation.
d.
Cash equivalents:
Cash equivalents are short-term unrestricted highly liquid investments that are readily convertible to cash and
with original maturities of three months or less at acquisition.
e.
Short-term bank deposits:
Bank deposits with maturities of more than three months at acquisition but less than one year are included in
short-term bank deposits. Such deposits are stated at cost which approximates fair values.
f.
Investments in marketable securities:
The Company accounts for investments in marketable securities in accordance with ASC No. 320, “Investments -
Debt and Equity Securities”.
Management determines the appropriate classification of its investments at the time of purchase and reevaluates
such determinations at each balance sheet date.
The Company classifies all of its marketable securities as available-for-sale. Available-for-sale securities are
carried at fair value, with the unrealized gains and losses, net of tax, reported in accumulated other
comprehensive income (loss) in shareholders’ equity. Realized gains and losses on sale of investments are
included in financial income, net and are derived using the specific identification method for determining the cost
of securities sold.
The amortized cost of debt securities is adjusted for amortization of premiums and accretion of discounts to
maturity. Such amortization together with interest on securities is included in financial income, net.
F-13
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
The Company’s securities are reviewed for impairment in accordance with ASC 320-10-65. If such assets are
considered to be impaired, the impairment charge is recognized in earnings when a decline in the fair value of its
investments below the cost basis is judged to be other-than-temporary. Factors considered in making such a
determination include the duration and severity of the impairment, the reason for the decline in value, the
potential recovery period and the Company’s intent to sell, including whether it is more likely than not that the
Company will be required to sell the investment before recovery of cost basis. For securities with an unrealized
loss that the Company intends to sell, or it is more likely than not that the Company will be required to sell before
recovery of their amortized cost basis, the entire difference between amortized cost and fair value is recognized in
earnings. For securities that do not meet these criteria, the amount of impairment recognized in earnings is limited
to the amount related to credit losses, while declines in fair value related to other factors are recognized in other
comprehensive income (loss).
g.
Property and equipment, net:
Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is calculated using the
straight-line method over the estimated useful lives of the assets at the following annual rates:
Computers and peripheral equipment
Office furniture and equipment
Building
Leasehold improvements
h.
Goodwill:
%
33 - 50
10 - 20
4
The shorter of term of the lease or the
useful life of the asset
Goodwill has been recorded as a result of acquisitions. Goodwill represents the excess of the purchase price in a
business combination over the fair value of identifiable net tangible and intangible assets acquired. Goodwill is
not amortized, but rather is subject to an impairment test.
ASC No. 350, “Intangibles - Goodwill and other” (“ASC No. 350”) requires goodwill to be tested for impairment
at the reporting unit level at least annually or between annual tests in certain circumstances, and written down
when impaired.
ASC No. 350 allows an entity to first assess qualitative factors to determine whether it is necessary to perform the
two-step quantitative goodwill impairment test. If the qualitative assessment does not result in a more likely than
not indication of impairment, no further impairment testing is required. If it does result in a more likely than not
indication of impairment, the two-step impairment test is performed. Alternatively, ASC No. 350 permits an
entity to bypass the qualitative assessment for any reporting unit and proceed directly to performing the first step
of the goodwill impairment test.
F-14
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
The Company operates in one operating segment, and this segment comprises its only reporting unit. The
Company performs the first step of the quantitative goodwill impairment test during the fourth quarter of each
fiscal year, or more frequently if impairment indicators are present and compares the fair value of the reporting
unit with its carrying value.
During the years 2015, 2014 and 2013, no impairment losses have been identified.
i.
Other intangible assets, net:
Intangible assets that are not considered to have an indefinite useful life are amortized over their estimated useful
lives, which range from 5 to 20 years. These intangible assets consist primarily of core technology, trademarks
and trade names which are amortized over their estimated useful lives on a straight-line basis and customer
relationships which are amortized over their estimated useful lives in proportion to the economic benefits
realized.
j.
Impairment of long-lived assets:
The Company’s long-lived assets are reviewed for impairment in accordance with ASC No. 360, “Property, Plant
and Equipment,” whenever events or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of the assets to the future undiscounted cash flows expected to be generated by the assets. If such assets
are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying
amount of the assets exceeds the fair value of the assets. During the years 2015, 2014 and 2013, no impairment
indicators have been identified.
k.
Research and development costs:
Research and development costs are charged to the statements of income as incurred. ASC No. 985-20, “Software
- Costs of Software to Be Sold, Leased, or Marketed”, requires capitalization of certain software development
costs subsequent to the establishment of technological feasibility.
Based on the Company’s product development process, technological feasibility is established upon completion
of a working model. Costs incurred by the Company between completion of the working models and the point at
which the products are ready for general release, have been insignificant. Therefore, all research and development
costs are expensed as incurred.
F-15
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
l.
Revenue recognition:
The Company derives its revenues mainly from sales of products and licenses, subscriptions and software updates
and maintenance. The Company’s products are generally integrated with software that is essential to the
functionality of the product. The Company sells its products primarily through channel partners including
distributors, resellers, OEMs, system integrators and MSPs, all of whom are considered end-users. The Company
also sells certain products directly to end users primarily through its website.
The Company’s subscriptions include security solutions that are sold as a service or annuity.
The Company’s software updates and maintenance provide customers with rights to unspecified software product
upgrades released during the term of the agreement and include maintenance services to customers, primarily
telephone access to technical support personnel and hardware support services.
Revenues are recognized when persuasive evidence of an arrangement exists, delivery has occurred or services
are rendered, the amounts are fixed or determinable and collection of the amount is considered probable.
Revenues from subscriptions and from software updates and maintenance are recognized ratably over the term of
the agreement. Revenues from arrangements with payment terms extending beyond customary payment terms are
considered not to be fixed or determinable, and therefore revenue is deferred and recognized when payments
become due, provided that all other revenue recognition criteria have been met.
The Company’s products and services generally qualify as separate units of accounting. As such, revenues from
multiple element arrangement that include products, subscriptions and software updates and maintenance are
separated into their various elements using the relative selling price method. The estimated selling price for each
deliverable is based on its vendor specific objective evidence (“VSOE”), if available, third party evidence
(“TPE”) if VSOE is not available, or estimated selling price (“BESP”) if neither VSOE nor TPE is available.
The Company determines the fair value of products based on BESP by reviewing historical transactions, and
considering several other external and internal factors including, but not limited to, pricing practices.
The Company established VSOE of fair value for subscriptions and for software updates and maintenance based
on the renewal prices charged for such services.
Deferred revenues represent mainly the unrecognized revenue billed for subscriptions and for software updates
and maintenance. Such revenues are recognized ratably over the term of the related agreement.
F-16
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
The Company records a provision for estimated sales returns, stock rotations and other rights to customers on
product and service related sales in the same period the related revenues are recorded. These estimates are based
on historical sales returns, analysis of credit memo data, stock rotation and other known factors. Such provisions
amounted to $ 14,130 and $ 14,618 as of December 31, 2015 and 2014, respectively.
m.
Cost of revenues:
Cost of products and licenses is comprised of cost of software and hardware production, manuals, packaging and
shipping.
Cost of subscriptions is comprised of license fees paid to third parties.
Cost of software updates and maintenance is mainly comprised of cost of post-sale customer support.
Amortization of technology is comprised of amortization of core technology assets which are used in the
Company’s operations, and is presented separately as part of cost of revenues.
n.
Severance pay:
The Company’s liability for severance pay for periods prior to January 1, 2007, is calculated pursuant to Israeli
severance pay law based on the most recent salary of the employees multiplied by the number of years of
employment as of the balance sheet date. The Company recorded as expenses the increase in the severance
liability, net of earnings (losses) from the related investment fund. Employees were entitled to one month’s salary
for each year of employment, or a portion thereof. Until January 1, 2007, the Company’s liability was partially
funded by monthly payments deposited with insurers; any unfunded amounts are covered by a provision
established by the Company.
The carrying value of deposited funds in respect to the severance liability for services prior to January 1, 2007,
includes profits (losses) accumulated up to the balance sheet date. The deposited funds may be withdrawn only
upon the fulfillment of the obligation pursuant to Israeli severance pay law or labor agreements.
Effective January 1, 2007, the Company’s agreements with employees in Israel, are under Section 14 of the
Severance Pay Law, 1963. The Company’s contributions for severance pay have replaced its severance
obligation. Upon contribution of the full amount of the employee’s monthly salary for each year of service, no
additional calculations is conducted between the parties regarding the matter of severance pay and no additional
payments is made by the Company to the employee. Further, the related obligation and amounts deposited on
behalf of the employee for such obligation are not stated on the balance sheet, as the Company is legally released
from the obligation to employees once the deposit amounts have been paid. Severance expenses for the years
ended December 31, 2015, 2014 and 2013, were $ 7,140, $ 6,726 and $ 5,987, respectively.
F-17
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
o.
Employee benefit plan:
The Company has a 401(K) defined contribution plan covering certain employees in the U.S. In 2015, all eligible
employees may elect to contribute up to 50%, but generally not greater than $ 18 per year (and an additional
amount of $ 6 for employees aged 50 and over), of their annual compensation to the plan through salary deferrals,
subject to IRS limits. The Company matches 50% of employee contributions to the plan up to a limit of 3% of
their eligible compensation. In 2015, 2014 and 2013, the Company’s matching contribution to the plan amounted
to $ 1,397, $ 1,148 and $ 1,073, respectively.
p.
Income taxes:
The Company accounts for income taxes in accordance with ASC No. 740, “Income Taxes” (“ASC No. 740”).
ASC No. 740 prescribes the use of the liability method whereby deferred tax asset and liability account balances
are determined for temporary differences between financial reporting and tax bases of assets and liabilities and
are measured using the enacted tax rates and laws that will be in effect when the differences are expected to
reverse. The Company provides a valuation allowance, if necessary, to reduce deferred tax assets to amounts
more likely than not to be realized.
ASC No. 740 contains a two-step approach to recognizing and measuring a liability for uncertain tax positions.
The first step is to evaluate the tax position taken or expected to be taken in a tax return by determining if the
weight of available evidence indicates that it is more likely than not that, on an evaluation of the technical merits,
the tax position will be sustained on audit, including resolution of any related appeals or litigation processes.
The second step is to measure the tax benefit as the largest amount that is more than 50% (cumulative basis)
likely to be realized upon ultimate settlement. The Company classifies interest related to unrecognized tax
benefits in taxes on income.
q.
Advertising costs:
Advertising costs are expensed as incurred. Advertising expenses for the years ended December 31, 2015, 2014
and 2013, were $ 2,311, $ 2,837 and $ 4,260, respectively.
r.
Concentrations of credit risk:
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of
cash and cash equivalents, short-term bank deposits, marketable securities, trade receivables and foreign currency
derivative contracts.
F-18
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
The majority of the Company’s cash and cash equivalents and short-term bank deposits are deposited in major
banks in the U.S., Israel and Europe. Deposits in the U.S. may be in excess of insured limits and are not insured
in other jurisdictions. Generally, these deposits may be withdrawn upon demand and therefore bear low risk.
Marketable securities are held mainly by the Company’s Singaporean subsidiary, the U.S. subsidiary and Check
Point Ltd., and are invested in securities denominated in U.S. dollar.
The Company’s marketable securities consist of investments in government, corporate and government sponsored
enterprises debentures. The Company’s investment policy, approved by the Board of Directors, limits the amount
that the Company may invest in any one type of investment or issuer, thereby reducing credit risk concentrations.
The Company’s trade receivables are geographically dispersed and derived from sales to channel partners mainly
in the United States, Europe and Asia. Concentration of credit risk with respect to trade receivables is limited by
credit limits, ongoing credit evaluation and account monitoring procedures. The Company performs ongoing
credit evaluations of its channel partners and establishes an allowance for doubtful accounts based on factors that
may affect a customers’ ability to pay, such as age of the receivable balance and past experience. Allowance for
doubtful accounts amounted to $ 2,101 and $ 3,928 as of December 31, 2015 and 2014, respectively. The
Company writes off receivables when they are deemed uncollectible, having exhausted all collection efforts.
Actual collection experience may not meet expectations and may result in increased bad debt expense. Bad debt
income amounted to ($ 1,834), $ (1,932) and $ (1,090) in 2015, 2014 and 2013, respectively. Total write offs
during 2015, 2014 and 2013 amounted to $ 123, $ 1,537 and $ 668, respectively.
The Company utilizes forward contracts to protect against the risk of overall changes in exchange rates. The
derivative instruments hedge a portion of the Company’s non-dollar currency exposure. Counterparties to the
Company’s derivative instruments are all major financial institutions.
F-19
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
s.
Derivatives and hedging:
The Company accounts for derivatives and hedging based on ASC No. 815, “Derivatives and Hedging” (“ASC
No. 815”). ASC No. 815 requires the Company to recognize all derivatives on the balance sheet at fair value. The
accounting for changes in the fair value (i.e., gains or losses) of a derivative instrument depends on whether it has
been designated and qualifies as part of a hedging relationship, as well as the type of hedging relationship. For
those derivative instruments that are designated and qualify as hedging instruments, the Company must designate
the hedging instrument, based upon the exposure being hedged, as a fair value hedge, cash flow hedge, or a hedge
of a net investment in a foreign operation. If the derivatives meet the definition of a hedge and are designated as
such, depending on the nature of the hedge, changes in the fair value of such derivatives will either be offset
against the change in fair value of the hedged assets, liabilities, or firm commitments through earnings, or
recognized in other comprehensive income until the hedged item is recognized in earnings. The ineffective
portion of a derivative’s change in fair value is recognized in financial income, net.
The Company entered into forward contracts to hedge the fair value of assets and liabilities denominated in New
Israeli Shekels, Euros, British Pounds, Swedish Krona, Japanese Yen, Czech Koruna and Canadian Dollar. As of
December 31, 2015 and 2014, the Company had outstanding forward contracts that did not meet the requirement
for hedge accounting, in the notional amount of $ 319,380 and $ 250,946, respectively. The Company measured
the fair value of the contracts in accordance with ASC No. 820, “Fair Value Measurement” (“ASC No. 820”)
(classified as level 2). The net gains (losses) resulting from these forward contracts recognized in financial
income, net during 2015, 2014 and 2013 were $ 378, $ (21,970) and $ 20,306, respectively. The fair value of the
Company’s outstanding forward contracts at December 31, 2015 and 2014 amounted to liabilities of $ 52 and
$ 88, respectively.
The Company entered into forward contracts to hedge against the risk of overall changes in future cash flow from
payments of payroll and related expenses denominated in New Israeli Shekels. As of December 31, 2015 and
2014, the Company had outstanding forward contracts in the notional amount of $ 25,732 and $ 38,784,
respectively. These contracts were for a period of up to twelve months. The Company measured the fair value of
the contracts in accordance with ASC No. 820 (classified as level 2). These contracts met the requirement for
cash flow hedge accounting and, as such, gains (losses) on the contracts are recognized initially in OCI and
reclassified to the statement of income in the period the related hedged items affect earnings. During 2015, 2014
and 2013 gains (losses) in the amount of $ (1,585), $ (3,009) and $ 2,366, respectively, were reclassified when
the related expenses were incurred and recognized in operating expenses. The fair value of the Company’s
outstanding forward contracts at December 31, 2015 and 2014 amounted to assets (liabilities) of $ 8 and $
(2,854), respectively.
F-20
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
t.
Basic and diluted earnings per share:
Basic earnings per share are computed based on the weighted average number of ordinary shares outstanding
during each year. Diluted earnings per share is computed based on the weighted average number of ordinary
shares outstanding during each year, plus dilutive potential ordinary shares outstanding during the year, in
accordance with ASC No. 260, “Earnings Per Share”.
The total weighted average number of shares related to the outstanding options excluded from the calculations of
diluted earnings per share, since it would have an anti-dilutive effect, was 1,594,082, 1,746,613 and 5,694,945 for
2015, 2014 and 2013, respectively.
u.
Accounting for stock-based compensation:
The Company accounts for stock-based compensation in accordance with ASC No. 718, “Compensation-Stock
Compensation” (“ASC No. 718”). ASC No. 718 requires companies to estimate the fair value of equity-based
payment awards on the grant date using an option-pricing model. The value of the portion of the award that is
ultimately expected to vest is recognized as an expense over the requisite service periods in the Company’s
consolidated statements of income.
The Company recognizes compensation expenses for the value of awards granted, based on the straight line
method for service based awards and based on the accelerated method for performance-based awards.
Compensation expense is recognized over the requisite service period of the awards, net of estimated forfeitures.
ASC No. 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent
periods if actual forfeitures differ from those estimates. Estimated forfeitures are based on actual historical pre-
vesting forfeitures.
The Company selected the Black-Scholes-Merton option pricing model as the most appropriate model for
determining the fair value method for its stock options awards and Employee Stock Purchase Plan, whereas the
fair value of restricted stock units is based on the market value of the underlying shares at the date of grant. The
option-pricing model requires a number of assumptions, the most significant of which are the expected stock
price volatility and the expected option term. Expected volatility was calculated based upon actual historical stock
price movements over the most recent periods ending on the grant date, equal to the expected term of the options.
The expected term of options granted is based upon historical experience and represents the period of time
between when the options are granted and when they are expected to be exercised. The risk-free interest rate is
based on the yield from U.S. treasury bonds with an equivalent term to the expected term of the options. The
Company has historically not paid dividends and has no plans to pay dividends in the foreseeable future.
F-21
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
The fair value of options granted and Employee Stock Purchase Plan in 2015, 2014 and 2013 is estimated at the
date of grant using the following weighted average assumptions:
Year ended December 31,
2014
2015
2013
Employee Stock Options
Expected volatility
Risk-free interest rate
Dividend yield
Expected term (years)
Employee Stock Purchase Plan
Expected volatility
Risk-free interest rate
Dividend yield
Expected term (years)
v.
Fair value of financial instruments:
25.14%
1.59%
0.0%
5.59
21.89%
0.07%
0.0%
0.5
29.30%
1.48%
0.0%
5.51
21.47%
0.06%
0.0%
0.5
30.14%
1.72%
0.0%
6.00
26.98%
0.06%
0.0%
0.5
The Company measures its investments in money market funds classified as cash equivalents, marketable
securities and its foreign currency derivative contracts at fair value. Fair value is an exit price, representing the
amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between
market participants. A three-tier fair value hierarchy is established as a basis for considering such assumptions
and for inputs used in the valuation methodologies in measuring fair value:
Level 1 -
Valuations based on quoted prices in active markets for identical assets that the Company has the ability
to access. Since valuations are based on quoted prices that are readily and regularly available in an
active market, valuation of these products does not entail a significant degree of judgment.
Level 2 -
Valuations based on one or more quoted prices in markets that are not active or for which all significant
inputs are observable, either directly or indirectly.
Level 3 - Valuations based on inputs that are unobservable and significant to the overall fair value measurement.
The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value.
F-22
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
w.
Comprehensive income:
The Company accounts for comprehensive income in accordance with ASC No. 220, “Comprehensive Income”.
Comprehensive income generally represents all changes in shareholders’ equity during the period except those
resulting from investments by, or distributions to, shareholders. The Company determined that its items of other
comprehensive income relate to gains and losses on hedging derivative instruments and unrealized gains and
losses on available-for-sale marketable securities.
The following table shows the components of accumulated other comprehensive income (loss), net of taxes, for
the year ended December 31, 2015:
Beginning balance
Other comprehensive loss before reclassifications
Amounts reclassified from accumulated other
comprehensive income
Net current-period other comprehensive income (loss)
Ending balance
Year ended December 31, 2015
Unrealized
gains (losses)
on marketable
securities
Unrealized
gains (losses)
on cash flow
hedges
$
$
969
(5,209)
$
(2,039)
716
*)(19)
(5,228)
(4,259)
**)1,332
2,048
9
$
Total
$(1,070)
(4,493)
1,313
(3,180)
$(4,250)
*)
The reclassification out of accumulated other comprehensive income during the year ended December 31, 2015 for realized
gains on marketable securities are included within financial income, net.
**) The reclassification out of accumulated other comprehensive income during the year ended December 31, 2015 for realized
losses on cash flow hedges are included mostly within research and development expenses as well as other operating expenses.
x.
Treasury shares:
The Company repurchases its ordinary shares from time to time on the open market and holds such shares as
treasury shares. The Company presents the cost to repurchase treasury stock as a separate component of
shareholders’ equity.
The Company reissues treasury shares under the stock purchase plan, upon exercise of options and upon vesting
of restricted stock units. Reissuance of treasury shares is accounted for in accordance with ASC No. 505-30
whereby gains are credited to additional paid-in capital and losses are charged to additional paid-in capital to the
extent that previous net gains are included therein; otherwise to retained earnings.
F-23
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
y.
Legal contingencies:
The Company is currently involved in various claims and legal proceedings. The Company reviews the status of
each matter and assesses its potential financial exposure. If the potential loss from any claim or legal proceeding
is considered probable and the amount can be reasonably estimated, the Company accrues a liability for the
estimated loss.
z.
Impact of recently issued accounting standards:
In May 2014, the Financial Accounting Standards Board (“FASB”) issued an ASU No. 2014-09 on revenue from
contracts with customers, which outlines a single comprehensive model for entities to use in accounting for
revenue arising from contracts with customers and supersedes most current revenue recognition guidance. In
2015, the FASB issued guidance to defer the effective date to fiscal years beginning after December 15, 2017
with early adoption for fiscal years beginning after December 15, 2016. The Company is currently evaluating the
method of adoption, as well as the effect that adoption of this ASU will have on its consolidated financial
statements.
In November 2015, the FASB issued ASU No. 2015-17 related to balance sheet classification of deferred
taxes. The new guidance requires that deferred tax assets and liabilities be classified as noncurrent in a classified
statement of financial position. The new guidance is effective for fiscal years, and interim periods within those
fiscal years, beginning after December 15, 2016. Early adoption is permitted. The Company early adopted this
guidance on a retrospective basis as of December 31, 2015. As a result, the Company’s current deferred tax assets
as of December 31, 2014 in an amount of $34,175 were reclassified to noncurrent assets to conform to the current
year presentation.
February 2016, the FASB issued ASU 2016-02, “Leases” (Topic 842), whereby, lessees will be required to
recognize for all leases at the commencement date a lease liability, which is a lessee‘s obligation to make lease
payments arising from a lease, measured on a discounted basis; and a right-of-use asset, which is an asset that
represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Under the new
guidance, lessor accounting is largely unchanged. A modified retrospective transition approach for leases existing
at, or entered into after, the beginning of the earliest comparative period presented in the financial statements
must be applied. The modified retrospective approach would not require any transition accounting for leases that
expired before the earliest comparative period presented. Companies may not apply a full retrospective transition
approach. ASU 2016-02 is effective for annual and interim periods beginning after December 15, 2018. Early
application is permitted. The Company is evaluating the potential impact of this pronouncement.
F-24
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 2:-
SIGNIFICANT ACCOUNTING POLICIES (Cont.)
In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “Compensation — Stock
Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”).
ASU 2016-09 simplifies several aspects of the accounting for share-based payment transactions, including the
income tax consequences, classification of awards as either equity or liabilities, and classification on the
statement of cash flows. For public entities, ASU 2016-09 is effective for fiscal years beginning after
December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. We are currently
evaluating the potential impact of adopting this guidance on our consolidated financial statements.
NOTE 3:- ACQUISITIONS
On February 17, 2015, the Company completed the acquisition of Hyperwise Ltd, a privately-held Israeli-based
company. Under the acquisition method of accounting, the purchase price was allocated to tangible and intangible assets
acquired and liabilities assumed based on their respective fair values. In addition, the transaction included additional
consideration related to compensation for post combination services which was recorded as prepaid expenses and will
be recognized over the requisite service period.
On April 2, 2015, the Company completed the acquisition of Lacoon Mobile Security Ltd, a privately held Israeli based
company. Under the acquisition method of accounting, the purchase price was allocated to tangible and intangible assets
acquired and liabilities assumed based on their respective fair values. In addition, the transaction included additional
consideration related to compensation for post combination services which was recorded as prepaid expenses and will
be recognized over the requisite service period.
These acquisitions were not significant individually or in the aggregate.
NOTE 4:- MARKETABLE SECURITIES
Marketable securities with contractual maturities of up to one year are as follows:
Government and corporate
debentures - fixed interest
rate
Government-sponsored
enterprises debentures
Government and corporate
debentures - floating
interest rate
2015
Gross
unrealized
gains
Gross
unrealized
losses
Amortized
cost
December 31,
Fair
value
Amortized
cost
2014
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
$ 994,600 $ 3,088 $
(752) $ 996,936 $ 882,051 $ 3,433 $
(141) $ 885,343
46,230
25
(17)
46,238
154,619
183
(5)
154,797
41,690
24
$1,082,520 $ 3,137 $
(7)
41,707
3,001
(776) $1,084,881 $1,039,671 $ 3,624 $
F-25
8 —
3,009
(146) $1,043,149
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 4:- MARKETABLE SECURITIES (Cont.)
Marketable securities with contractual maturities of over one year through five years are as follows:
2015
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
December 31,
Fair
value
Amortized
cost
2014
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
$1,947,588 $ 1,439 $ (8,654) $1,940,373 $1,916,756 $ 2,905 $ (4,519) $1,915,142
366,700
109
(1,243)
365,566
390,468
256
(990)
389,734
Government and corporate
debentures - fixed interest rate
Government-sponsored enterprises
debentures
Government and corporate
debentures - floating interest rate
25,303
65,595
$2,339,591 $ 1,559 $ (9,963) $2,331,187 $2,372,736 $ 3,263 $ (5,528) $2,370,471
25,248
65,512
102
(19)
(66)
11
Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair
values were as follows:
Investments with
continuous unrealized
losses for less than 12
months
Fair
value
Unrealized
losses
December 31, 2015
Investments with
continuous unrealized
losses for 12 months or
greater
Fair
value
Unrealized
losses
Total Investments with
continuous unrealized
losses
Fair
value
Unrealized
losses
Government and corporate debentures - fixed interest rate $2,138,546 $ (9,027) $ 68,084 $
Government-sponsored enterprises debentures
Government and corporate debentures - floating interest
308,026
(1,252)
5,992
(379) $2,206,630 $ (9,406)
(1,260)
(8) 314,018
rate
26,688
(73)
—
$2,473,260 $ (10,352) $ 74,076 $
—
(73)
26,688
(387) $2,547,336 $ (10,739)
Investments with
continuous unrealized
losses for less than 12
months
December 31, 2014
Investments with
continuous unrealized
losses for 12 months or
greater
Total Investments with
continuous unrealized
losses
Fair
value
Government and corporate debentures - fixed interest rate $1,199,879 $ (2,994) $257,258 $ (1,666) $1,457,137 $ (4,660)
Government-sponsored enterprises debentures
(995)
Government and corporate debentures - floating interest
(508) 267,303
Unrealized
losses
Unrealized
losses
Unrealized
losses
177,953
89,350
Fair
value
Fair
value
(487)
rate
17,102
(19)
$1,394,934 $ (3,495) $351,611 $ (2,179) $1,746,545 $ (5,674)
22,105
5,003
(5)
(14)
As of December 31, 2015 and 2014, interest receivable amounted to $ 17,754 and $ 17,864 respectively, and is included
within other current assets in the balance sheets.
F-26
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 5:- FAIR VALUE MEASUREMENTS
In accordance with ASC No. 820, the Company measures its money market funds, marketable securities and foreign
currency derivative contracts at fair value. Money market funds and marketable securities are classified within Level 1
or Level 2. This is because these assets are valued using quoted market prices or alternative pricing sources and models
utilizing market observable inputs. Foreign currency derivative contracts are classified within Level 2 as the valuation
inputs are based on quoted prices and market observable data of similar instruments.
The Company’s financial assets measured at fair value on a recurring basis, excluding accrued interest components,
consisted of the following types of instruments as of the following dates:
December 31, 2015
Fair value measurements using input type
Total
Level 2
Level 1
Cash equivalents:
Money market funds
Marketable securities:
Government and corporate debentures - fixed interest rate
Government-sponsored enterprises debentures
Government and corporate debentures - floating interest rate
Foreign currency derivative contracts
Total financial assets
Cash equivalents:
Money market funds
Marketable securities:
Government and corporate debentures - fixed interest rate
Government-sponsored enterprises debentures
Government and corporate debentures - floating interest rate
Foreign currency derivative contracts
Total financial assets
F-27
$ 21,085 $
— $
21,085
—
—
—
—
2,937,309
411,804
66,955
(44)
$ 21,085 $3,416,024 $3,437,109
2,937,309
411,804
66,955
(44)
December 31, 2014
Fair value measurements using input type
Total
Level 2
Level 1
$107,400 $
— $ 107,400
—
—
—
—
2,800,485
544,531
68,604
(2,942)
$107,400 $3,410,678 $3,518,078
2,800,485
544,531
68,604
(2,942)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 6:- PROPERTY AND EQUIPMENT, NET
Cost:
Computers and peripheral equipment
Office furniture and equipment
Building
Leasehold improvements
Accumulated depreciation
Property and equipment, net
NOTE 7:- GOODWILL AND OTHER INTANGIBLE ASSETS, NET
a.
Goodwill:
Goodwill, beginning of the year
Acquisitions
Goodwill, end of the year
F-28
December 31,
2015
2014
$ 53,937
7,332
46,707
8,769
116,745
68,053
$ 48,692
$ 48,159
6,636
39,935
7,977
102,707
61,158
$ 41,549
December 31,
2015
$727,875
84,137
$812,012
2014
$727,875
—
$727,875
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 7:- GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Cont.)
b.
Other intangible assets, net:
Net other intangible assets consisted of the following:
Original amount:
Core technology
Trademarks and trade names
Customer relationships
Accumulated amortization:
Core technology
Trademarks and trade names
Customer relationships
Other intangible assets, net:
Core technology
Trademarks and trade names
Customer relationships
Useful
life
December 31,
2015
2014
8
15 - 20
5 - 6
$17,464
25,520
2,097
45,081
2,560
14,510
2,003
19,073
14,904
11,010
94
$26,008
$ 1,929
25,520
2,097
29,546
753
12,934
1,774
15,461
1,176
12,586
323
$14,085
The estimated future amortization expense of other intangible assets as of December 31, 2015 is as follows:
2016
2017
2018
2019
2020
Thereafter
$ 3,853
3,759
3,759
3,734
3,518
7,385
$26,008
NOTE 8:- EMPLOYEES AND PAYROLL ACCRUALS
As of December 31, 2015 and 2014, employees and payroll accruals include a total amount of $ 2,568 and $ 3,214,
respectively, related to payroll accrued for the benefit of certain related parties since 2002 until 2007.
F-29
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 9:- DEFERRED REVENUES
Deferred revenues consisted of the following:
Subscriptions
Software updates and maintenance
Other
December 31,
2015
$285,998
607,153
12,632
$905,783
2014
$227,610
546,998
9,405
$784,013
The majority of the deferred revenues are recognized within one year or less and presented as current deferred revenues
in the balance sheet. The remaining deferred revenues which are recognized for a period above one year and up to five
years are shown as long term deferred revenues.
NOTE 10:- ACCRUED EXPENSES AND OTHER LIABILITIES
Income taxes payable
Accrued products and licenses costs
Marketing expenses payable
Legal accrual
Other accrued expenses
F-30
December 31,
2015
$ 17,388
44,417
19,208
57,970
48,004
$186,987
2014
$ 6,559
36,907
12,703
50,416
44,576
$151,161
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 11:- COMMITMENTS AND CONTINGENT LIABILITIES
a.
Lease commitments:
Certain facilities of the Company are rented under operating lease agreements, which expire on various dates, the
latest of which is in 2020. The Company recognizes rent expense under such arrangements on a straight-line
basis.
Aggregate minimum lease commitments under non-cancelable operating leases as of December 31, 2015, were as
follows:
2016
2017
2018
2019
2020
$ 8,889
5,087
3,404
1,074
100
$18,554
Rent expenses for the years ended December 31, 2015, 2014 and 2013, were $ 8,287, $ 6,570 and $ 6,224
respectively.
b.
Litigations:
The Company operates its business in various countries, and accordingly attempts to utilize an efficient operating
model to structure its tax payments based on the laws in the countries in which the Company operates. This can
cause disputes between the Company and various tax authorities in different parts of the world.
Further, the Company is the defendant in various other lawsuits, including employment-related litigation claims,
construction claims and other legal proceedings in the normal course of its business. Litigation and governmental
proceedings can be expensive, lengthy and disruptive to normal business operations, and can require extensive
management attention and resources, regardless of their merit. While the Company intends to defend the
aforementioned matters vigorously, it believes that a loss in excess of its accrued liability with respect to these
claims is not probable.
F-31
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:- TAXES ON INCOME
a.
Israeli taxation:
1.
Corporate tax:
The Company elected to apply the Preferred Enterprise regime under the Law for the Encouragement of
Capital Investment (the “Investment Law”). Under the Preferred Enterprise regime, the Company’s entire
preferred income is subject to tax rates as follows: 2013 - 12.5% and 2014 and thereafter - 16%. The
election is irrevocable.
Income not eligible for Preferred Enterprise benefits are taxed at a regular rate, as follows: 2015 and 2014 –
26.5% and for 2013 - 25%.
On January 4, 2016, an amendment to the Israeli tax ordinance was enacted such that commencing
January 1, 2016, the Israeli regular tax rate will be reduced from 26.5% to 25%. The effect of the change in
tax rates will result in a decrease in deferred tax balances in immaterial amounts.
Prior to 2012, most of the Company’s income was exempt from tax or subject to reduced tax rates under the
Investment Law. Upon distribution of exempt income, the distributing company will be subject to corporate
reduced tax rates ordinarily applicable to such income under the Investment Law.
Reduced income under the Investment Law including the Preferred Enterprise Regime will be freely
distributable as dividends, subject to a 15%-20% withholding tax (or lower, under an applicable tax treaty).
However, upon the distribution of a dividend from Preferred Income to an Israeli company, no withholding
tax will be remitted.
Pursuant to a temporary tax relief initiated by the Israeli government, a company that elected by
November 11, 2013 to pay a reduced corporate tax rate as set forth in the temporary tax relief with respect
to undistributed exempt income generated under the Investment Law accumulated by the company until
December 31, 2011 (“Trapped Earnings”) is entitled to distribute a dividend from such income without
being required to pay additional corporate tax with respect to such dividend. A company that has so elected
must make certain qualified investments in Israel over five-year period. A company that has elected to apply
the temporary tax relief cannot withdraw from its election.
F-32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:- TAXES ON INCOME (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
On November 11, 2013, the Company reached a settlement agreement with the Israeli Tax Authorities
(“ITA”) which provided (i) the full settlement of all disputes with the ITA with respect to the tax years 2002
through 2011, and (ii) the release of all the Company’s Trapped Earnings through the year ended
December 31, 2011. In accordance with the Investments Law and the temporary tax relief, the Company is
obligated to invest approximately $ 111,000 during five years period in the following forms (i) production
assets (as defined therein), (ii) research and development activities in Israel and/or (iii) employment
payments for new employees (other than office holders) added after 2011. Any amount not invested in the
five years period, should be paid at the end of the 5 years, linked to the Israeli CPI and bears 4% annual
interest since the election date.
2.
Foreign Exchange Regulations:
Under the Foreign Exchange Regulations, Check Point Ltd. calculates its tax liability in U.S. Dollars
according to certain orders. The tax liability, as calculated in U.S. Dollars is translated into New Israeli
Shekels according to the exchange rate as of December 31st of each year.
b.
Income taxes of non-Israeli subsidiaries:
Non-Israeli subsidiaries are taxed according to the tax laws in their respective countries of residence.
The Company does not provide deferred tax liabilities when it intends to reinvest earnings of foreign subsidiaries
indefinitely. Undistributed earnings of foreign subsidiaries that are considered to be permanently reinvested
amounted to $ 178,636 and unrecognized deferred tax liability related to such earning amounted to $ 27,909 as of
December 31, 2015.
F-33
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:- TAXES ON INCOME (Cont.)
c.
Deferred tax assets and liabilities:
Deferred taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31,
2015 and 2014, the Company’s deferred taxes were in respect of the following:
Carry forward tax losses
Employee stock based compensation
Other
Deferred tax assets before valuation allowance
Valuation allowance
Deferred tax asset
Intangible assets
Undistributed earnings of subsidiary
Other
Deferred tax liability
Deferred tax asset, net
December 31,
2015
$ 191,561
27,517
60,887
279,965
(192,332)
87,633
(8,045)
(11,435)
(2,682)
(22,162)
$ 65,471
2014
$ 213,880
23,950
46,356
284,186
(213,690)
70,496
(7,901)
(11,435)
(3,121)
(22,457)
$ 48,039
The Company’s subsidiaries in the U.S. have provided valuation allowance in respect of deferred tax assets
resulting from carry forward of net operating loss related to excess tax benefits from options exercised prior to the
adoption of ASC No. 718.
Through December 31, 2015, the U.S. subsidiaries had a U.S. federal loss carry-forward of approximately
$ 531,643 expiring beginning 2018, mainly resulting from tax benefits related to employees’ stock option
exercises that can be carried forward and offset against taxable income. Excess tax benefits related to employee
stock option exercises for which no compensation expense was recognized will be credited to additional paid-in
capital when realized. Through December 31, 2015, the U.S. subsidiaries had a U.S. state net loss carry forward
of approximately $ 96,955, which expire between fiscal 2016 and fiscal 2024, and are subject to limitations on
their utilization. Through December 31, 2015, the U.S. subsidiaries had research and development tax credits of
approximately $ 15,924, which expire between fiscal 2019 and fiscal 2034 and are subject to limitations on their
utilization.
F-34
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:- TAXES ON INCOME (Cont.)
d.
Income before taxes on income is comprised as follows:
Domestic
Foreign
e.
Taxes on income are comprised of the following:
Current
Deferred
Domestic
Foreign
Domestic taxes:
Current
Deferred
Foreign taxes:
Current
Deferred
Taxes on income
F-35
Year ended
December 31,
2014
$784,710
45,106
$829,816
2015
$817,164
56,626
$873,790
2013
$743,125
52,711
$795,836
Year ended
December 31,
2014
$182,537
(12,292)
$170,245
$154,921
15,324
$170,245
2015
$203,771
(15,847)
$187,924
$170,883
17,041
$187,924
2013
$143,008
28
$143,036
$130,109
12,927
$143,036
Year ended
December 31,
2014
2015
2013
$175,828 $165,476 $124,522
5,587
130,109
(4,945)
170,883
(10,555)
154,921
27,943
(10,902)
17,041
18,486
(5,559)
12,927
$187,924 $170,245 $143,036
17,061
(1,737)
15,324
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:- TAXES ON INCOME (Cont.)
f.
A reconciliation of the beginning and ending amount of unrecognized tax benefits related to uncertain tax
positions is as follows:
Beginning balance
Increases (decreases) related to tax positions taken during prior years
Increases related to tax positions taken during the current year
Ending balance
December 31,
2015
$235,705
12,051
36,352
$284,108*)
2014
$205,420
(14,550)
44,835
$235,705
*) As of December 31, 2015, unrecognized tax benefit in an amount of $893 was presented net from deferred tax asset.
Substantially all the balance of unrecognized tax benefits, if recognized, would reduce the Company’s annual
effective tax rate.
During the years ended December 31, 2015, 2014 and 2013, the Company recorded $ 7,534, $ 6,214 and
$ 20,857, respectively for interest expense related to uncertain tax positions. As of December 31, 2015 and 2014,
the Company had accrued interest liability related to uncertain tax positions in the amounts of $ 17,413 and
$ 9,879, respectively, which is included within income tax accrual on the balance sheets.
The Company’s U.S. subsidiaries file federal and state income tax returns in the U.S. All of the U.S subsidiaries’
tax years are subject to examination by the U.S. federal and most U.S. state tax authorities due to their carry
forward tax losses and overall credit carry-forward position, except for Check Point Inc. that the assessment
statue period for tax years 2005 through 2011 was expired.
The Company believes that it has adequately provided for any reasonably foreseeable outcomes related to tax
audits and settlement. The final tax outcome of its tax audits could be different from that which is reflected in the
Company’s income tax provisions and accruals. Such differences could have a material effect on the Company’s
income tax provision and net income in the period in which such determination is made.
g.
Reconciliation of the theoretical tax expenses:
Reconciliation between the theoretical tax expenses, assuming all income is taxed at the statutory rate in Israel
and the actual income tax as reported in the statements of income is as follows:
F-36
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:- TAXES ON INCOME (Cont.)
2015
Year ended December 31,
2014
Income before taxes as reported in the statements of income
Statutory tax rate in Israel
Decrease in taxes resulting from:
Effect of “Preferred Enterprise” status *)
Others, net
Effective tax rate
*) Basic earnings per share amounts of the benefit resulting from
$873,790
26.5%
$829,816
26.5%
(7%)
2%
21.5%
(5%)
(1%)
20.5%
the “Preferred Enterprise” status
Diluted earnings per share amounts of the benefit resulting
from the “Preferred Enterprise” status
$
$
0.31
0.30
$
$
0.22
0.22
$
$
NOTE 13:- SHAREHOLDERS’ EQUITY
a.
General:
2013
$795,836
25%
(6%)
(1%)
18%
0.24
0.24
Ordinary shares confer upon their holders the right to receive notice to participate and vote in general meetings of
the Company, and the right to receive dividends if declared.
Dividends declared on ordinary shares will be paid in New Israeli Shekels. Dividends paid to shareholders
outside Israel will be converted into U.S. dollars, on the basis of the exchange rate prevailing at the date of
payment.
b.
Share repurchase:
On January 29, 2015, the Company’s board of directors approved and authorized the repurchase of up to
additional $ 1,500,000 of the Company’s ordinary shares and not more than $250,000 per quarter. Under the
share repurchase programs, share purchases may be made from time to time depending on market conditions,
share price, trading volume and other factors and will be funded by available working capital. As of
December 31, 2015, the Company repurchased ordinary shares for an aggregate amount of $ 4,822,805. During
2015, 2014 and 2013 the Company repurchased 12,032,899, 11,207,320 and 10,148,834 shares for an aggregate
amount of $ 985,735, $ 764,543 and $ 537,829, respectively.
F-37
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 13:- SHAREHOLDERS’ EQUITY (Cont.)
c.
Stock Options, RSUs and PSUs:
In 2005, the Company adopted two new equity incentive plans, which were subsequently amended in January
2014: the 2005 United States Equity Incentive Plan and the 2005 Israel Equity Incentive Plan together are
referred to as the Equity Incentive Plans.
Under the Equity Incentive Plans, the Company may grant options to employees, officers and directors at an
exercise price equal to at least the fair market value of the ordinary shares at the date of grant and are granted for
periods not to exceed seven years. The Company grants under the Equity Incentive Plans options, Restricted
Stock Units (“RSUs”) and Performance RSUs (“PSUs”) and can also grant a variety of other equity incentives.
Options granted under the Equity Incentive Plans generally vest over a period of four to five years of
employment. Options, RSUs and PSUs that are cancelled or forfeited before expiration become available for
future grants. The number of PSUs granted to sales employees is equal to the amount of compensation earned
(based on the employee’s level) divided by the fair value of the ordinary share at the grant date. RSUs and PSUs
vest over a four year period of employment from the grant date. PSUs are subject to certain performance criteria;
accordingly, compensation expense is recognized for such awards when it becomes probable that the related
performance condition will be satisfied.
Under the Equity Incentive Plans, the Company’s non-employee directors receive an automatic annual option
grant.
Following the amendments to the Equity Incentive Plans in January 2014, on December 31st of each year, the
number of Reserved and Authorized Shares under the Equity Incentive Plans shall be automatically reset to equal
10% of the number of ordinary shares issued and outstanding as of year-end. As of December 31, 2015 the
number of ordinary shares reserved under the Equity Incentive Plans equals 17,490,152.
A summary of the Company’s stock option activity and related information is as follows:
Outstanding at beginning of year
Granted
Exercised
Outstanding at December 31, 2015
Exercisable at December 31, 2015
Options in
thousands
2015
12,928
2,425
(2,614)
*)12,739
7,798
Weighted
average
exercise
price
2015
$ 47.72
$ 82.90
$ 31.74
$ 57.69
$ 50.82
Aggregate
intrinsic
value
2015
$398,893
$305,810
$239,202
*) As of December 31, 2015, approximately 12.6 million options are vested and expected to vest. Options expected to vest reflect
an estimated forfeiture rate for purposes of determining related compensation expense.
F-38
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 13:- SHAREHOLDERS’ EQUITY (Cont.)
The total intrinsic value of options exercised during the years 2015, 2014 and 2013 was $ 131,603, $ 89,957
and $ 90,352, respectively.
The weighted average fair values at grant date of options granted for the years ended December 31, 2015, 2014
and 2013; with an exercise price equal to the market value at the date of grant were $ 22.39, $ 19.55 and $ 16.17,
respectively.
The options outstanding as of December 31, 2015, have been separated into ranges of exercise price, as follows:
Outstanding
Weighted average
remaining
contractual life
(years)
Number of options
(in thousands)
Weighted average
exercise price
$
Number of options
(in thousands)
1,718
1,829
3,625
3,142
2,425
12,739
1.47
4.43
2.89
4.95
6.35
4.09
29.65
49.31
53.31
63.52
82.90
57.69
1,688
1,159
3,305
1,226
420
7,798
Exercisable
Weighted average
remaining
contractual life
(years)
Weighted average
exercise price
$
1.47
4.42
2.84
5.01
6.44
3.31
29.54
49.29
53.27
63.77
83.59
50.82
Exercise
price
$
26.47-35.79
42.85-49.50
51.98-53.67
55.15-74.51
80.67-83.59
26.47-83.59
A summary of the Company’s RSUs activity is as follows:
Outstanding at beginning of year
Granted
Vested
Forfeited
Outstanding as of December 31,
Year ended
December 31,
2015
Number in thousands
802
*)373
(268)
(95)
812
*)
Includes 54 thousands replacements for restricted share units assumed upon acquisitions.
F-39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 13:- SHAREHOLDERS’ EQUITY (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
The weighted average fair values at grant date of RSUs granted for the years ended December 31, 2015, 2014 and
2013 were $ 83.23, $ 65.08 and $ 48.64, respectively.
The total fair value of shares vested during the years 2015, 2014 and 2013 was $ 22,485, $ 18,414 and $ 17,738,
respectively.
A summary of the Company’s PSUs activity is as follows:
Outstanding at beginning of year
Granted
Vested
Forfeited
Outstanding as of December 31,
Year ended
December 31,
2015
Number in thousands
94
101
(18)
(21)
156
The weighted average fair values at grant date of PSUs granted for the year ended December 31, 2015 and 2014
were $ 83.48 and $64.03, respectively.
The total fair value of shares vested during 2015 was $ 1,523. During 2014 and 2013 no PSUs were vested.
As of December 31, 2015 the Company had a commitment to grant PSUs at the value of up to $22,232.
As of December 31, 2015, the Company had approximately $ 120,717 of unrecognized compensation expense
related to non-vested stock options and non-vested RSUs and PSUs, expected to be recognized over a weighted
average period of 1.82 years and $ 9,879 of unrecognized compensation expense related to PSUs that will be
fixed in number during 2016.
F-40
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 13:- SHAREHOLDERS’ EQUITY (Cont.)
d.
Employee Stock Purchase Plan (“ESPP”):
The Company reserved a total of 6,000,000 ordinary shares for issuance under the ESPP. As of December 31,
2015, 5,523,283 ordinary shares had been issued under the ESPP. Eligible employees may use up to 15% of their
salaries to purchase ordinary shares but no more than 1,250 shares per participant on any purchase date. The
ESPP is implemented through an offering every six months. The price of an ordinary share purchased under the
ESPP is equal to 85% of the lower of the fair market value of the ordinary share on the subscription date of each
offering period or on the purchase date.
During 2015, 2014 and 2013, employees purchased 277,571, 312,588 and 354,487 ordinary shares at average
prices of $ 60.99, $ 51.48 and $ 42.14 per share, respectively.
In 1996, the Company adopted an ESPP, which was subsequently amended in 2015. According to the
amendments, commencing the purchase period that begins February 1, 2016, 500,000 ordinary shares are
authorized for issuance under the US ESPP and 1,000,000 ordinary shares are authorized for issuance under the
rest of the world (ROW) ESPP.
In accordance with ASC No. 718, the ESPP is compensatory and as such results in recognition of compensation
cost. For the years ended December 31, 2015, 2014 and 2013, the Company recognized $ 4,517, $ 4,187 and
$ 3,973, respectively, of compensation expense in connection with the ESPP.
NOTE 14:- EARNINGS PER SHARE
The following table sets forth the computation of basic and diluted earnings per share:
Net income
Weighted average ordinary shares outstanding (in thousands)
Dilutive effect:
Employee stock options, RSUs and PSUs (in thousands)
Diluted weighted average ordinary shares outstanding (in
thousands)
Basic earnings per ordinary share
Diluted earnings per ordinary share
F-41
Year ended December 31,
2014
2015
$685,866
179,218
$659,571
188,487
2013
$652,800
195,647
4,401
3,813
3,840
183,619
3.83
3.74
$
$
192,300
3.50
$
3.43
$
199,487
3.34
$
3.27
$
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 15:- GEOGRAPHIC INFORMATION AND SELECTED STATEMENTS OF INCOME DATA
a.
Summary information about geographical areas:
The Company operates in one reportable segment (see Note 1 for a brief description of the Company’s business).
The total revenues are attributed to geographic areas based on the location of the Company’s channel partners
which are considered as end customers, as well as direct customers of the Company.
The following table presents total revenues for the years ended December 31, 2015, 2014 and 2013, and property
and equipment, net as of December 31, 2015 and 2014, by geographic area:
1. Revenues based on the channel partners’ location:
Americas, principally U.S.
Europe
Asia, Middle-East and Africa
2. Property and equipment, net:
Israel
U.S.
Rest of the world
2015
$ 791,568
595,850
242,420
$1,629,838
Year ended
December 31,
2014
$ 729,933
550,811
215,072
$1,495,816
2013
$ 647,533
533,717
212,855
$1,394,105
December 31,
2015
2014
$44,138 $37,455
2,857
1,237
$48,692 $41,549
3,005
1,549
F-42
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 15:- GEOGRAPHIC INFORMATION AND SELECTED STATEMENTS OF INCOME DATA (Cont.)
b.
Summary information about product lines:
The Company’s products can be classified by three main product lines. The following table presents total
revenues for the years ended December 31, 2015, 2014 and 2013 by product lines:
Product and licenses:
Network security Gateways
Other *)
Subscriptions:
Network security Gateways
Software updates and maintenance
Total revenues
Year ended
December 31,
2014
2015
2013
$ 485,778
70,014
555,792
$ 469,097
51,216
520,312
$ 441,805
55,125
496,930
318,624
755,422
$1,629,838
265,021
710,483
$1,495,816
217,088
680,087
$1,394,105
*) Comprised of Endpoint security, Mobile security and Security management products, each consists of less than 10% of products
and licenses revenues.
F-43
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 15:- GEOGRAPHIC INFORMATION AND SELECTED STATEMENTS OF INCOME DATA (Cont.)
c.
Financial income, net:
Financial income:
Interest income
Realized gain on sale of marketable securities
Foreign currency re-measurement gain and others
Financial expense:
Amortization of marketable securities premium and accretion of
discount, net
Foreign currency re-measurement loss
Others
Year ended
December 31,
2014
2015
2013
$67,581
16
—
67,597
$65,497
288
—
65,785
$71,107
2,311
893
74,311
29,622
485
3,417
33,524
$34,073
33,021
1,844
2,158
37,023
$28,762
37,903
—
1,477
39,380
$34,931
F-44
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized
the undersigned to sign this annual report on its behalf.
SIGNATURES
CHECK POINT SOFTWARE TECHNOLOGIES
LTD.
By: /s/ Gil Shwed
Gil Shwed
Chief Executive Officer
By: /s/ Tal Payne
Tal Payne
Chief Financial Officer
Date: April 28, 2016
Exhibit 12.1
I, Gil Shwed, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 20-F of Check Point Software Technologies Ltd.;
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;
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 company as of, and for, the periods
presented in this report;
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-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 company 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s
internal control over financial reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’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 company’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
company’s internal control over financial reporting.
Date: April 28, 2016
By: /s/ Gil Shwed
Gil Shwed
Chief Executive Officer
Exhibit 12.2
I, Tal Payne, certify that:
CERTIFICATION
1.
2.
3.
4.
I have reviewed this Annual Report on Form 20-F of Check Point Software Technologies Ltd.;
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;
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 company as of, and for, the periods
presented in this report;
The company’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-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 company 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 company, 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 company’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 company’s internal control over financial reporting that occurred during the
period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s
internal control over financial reporting; and
5.
The company’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the company’s auditors and the audit committee of the company’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 company’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
company’s internal control over financial reporting.
Date: April 28, 2016
By: /s/ Tal Payne
Tal Payne
Chief Financial Officer
CERTIFICATION
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(SUBSECTIONS (a) AND (b) OF SECTION 1350, CHAPTER 63 OF
TITLE 18, UNITED STATES CODE)
Exhibit 13
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18,
United States Code), each of the undersigned officers of Check Point Software Technologies Ltd., a company organized under the
laws of the State of Israel (the “Company”), does hereby certify that the Annual Report on Form 20-F for the year ended
December 31, 2015 (the “Form 20-F”) of the Company fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and the information contained in the Annual Report on Form 20-F fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Date: April 28, 2016
By:
/s/ Gil Shwed
Date: April 28, 2016
By:
/s/ Tal Payne
Gil Shwed
Chief Executive Officer
Tal Payne
Chief Finance Officer
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference, in the Registration Statements (Form S-8 Nos. 333-6032, 333-7260, 333-09136, 333-
09508, 333-114489, 333-132954, 333-142213 and 333-207335) of our reports dated April 28, 2016, with respect to the consolidated
financial statements of Check Point Software Technologies Ltd. and the effectiveness of internal control over financial reporting of
Check Point Software Technologies Ltd. included in this Annual Report (Form 20-F) for the year ended December 31, 2015.
Tel-Aviv, Israel
April 28, 2016
/s/ KOST FORER GABBAY & KASIERER
KOST FORER GABBAY & KASIERER
A Member of EY Global
Exhibit 15