UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 20-F
☐ 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, 2017
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
OR
☐ 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, 2017.
159,034,688 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 ☐
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 ☐ 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 ☐
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 ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See definitions of “large accelerated filer”, “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
Large Accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐ Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards†
provided pursuant to Section 13(a) of the Exchange Act. ☐
The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☒
International Financial Reporting Standards as issued
by the International Accounting Standards Board ☐
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 ☐ Item 18 ☐
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 ☐ No ☒
Currency of Presentation and Certain Defined Terms
In this Annual Report on Form 20-F, or the Annual Report, 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
In addition to historical fact, this Annual Report contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the
Exchange Act. These forward-looking statements are subject to risks and uncertainties, and include information about possible or
assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives. In some cases you can
identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expects,” “plans,”
“anticipates,” “believes,” “intends,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other
comparable terminology. These forward-looking statements include, but are not limited to, statements concerning the following:
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our expectations for our business, trends related to our business and the markets in which we operate and into which we sell
products;
the effects of increased competition in our market;
our ability to timely and effectively scale and adapt our existing technology and infrastructure to meet current and future
market demands;
our ability to develop or acquire new and more technologically advanced products, and to successfully commercialize these
products;
our ability to protect our proprietary technology and intellectual property;
our ability to increase adoption of our products and to maintain or increase our market share;
our ability to maintain our growth;
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;
the effects on our business of evolving laws and regulations, including government export or import controls and U.S. tax
regulations;
our ongoing relationships with our current and future customers and channel partners, suppliers, contract manufacturers and
distributors; and
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our other expectations, beliefs, intentions and strategies.
These statements are subject to known and unknown risks, uncertainties and other factors, which are difficult to predict and which
may cause our actual results to differ materially and adversely 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. All forward-looking statements included in this Annual Report are based on information available to
us on the date of the filing. While we may elect to update forward-looking statements in the future, we specifically disclaim any
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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5
20
28
28
38
48
49
50
50
66
67
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67
67
68
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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 2013 to 2017. The
selected consolidated statement of income data for the years 2015, 2016 and 2017, and the selected consolidated balance sheet data at
December 31, 2016 and 2017, 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 2013 and 2014, and the selected consolidated balance
sheet data at December 31, 2013, 2014 and 2015, have been derived from our previously published audited consolidated financial
statements, which are not included in this Annual Report. These selected financial data should be read in conjunction with our
consolidated financial statements, as set forth in Item 18, and the related notes thereto, and are qualified entirely by reference to such
consolidated financial statements.
Consolidated Statements of Income Data:
Revenues
Operating expenses (*):
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
Shares used in computing basic earnings per ordinary share
Diluted earnings per ordinary share
Shares used in computing diluted earnings per ordinary
2017
2016
Year ended December 31,
2015
(in thousands)
2014
2013
$1,854,658
$1,741,301
$1,629,838
$1,495,816
$1,394,105
212,963
192,386
433,427
91,965
930,741
923,917
47,029
970,946
168,023
$ 802,923
4.93
$
162,720
4.82
$
202,003
178,372
420,526
88,130
889,031
852,270
44,402
896,672
171,825
$ 724,847
4.26
$
170,155
4.18
$
189,057
149,279
359,804
91,981
790,121
839,717
34,073
873,790
187,924
$ 685,866
3.83
$
179,218
3.74
$
176,541
133,300
306,363
78,558
694,762
801,054
28,762
829,816
170,245
$ 659,571
3.50
$
188,487
3.43
$
162,634
121,764
276,067
72,735
633,200
760,905
34,931
795,836
143,036
$ 652,800
3.34
$
195,647
3.27
$
share
166,662
173,296
183,619
192,300
199,487
(*)
Including pre-tax charges for stock based compensation, amortization of intangible assets and acquisition related expenses in the
following items:
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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
Risk Factors
2017
$ 2,184
7,588
3,264
$ 2,741
16,233
18,278
50,207
2016
Year ended December 31,
2015
(in thousands)
2014
$ 2,184
7,588
3,358
$ 2,153
12,718
19,168
48,693
$ 1,808
6,146
3,267
$ 1,585
11,544
16,351
46,822
$
240
—
1,866
$ 1,090
9,284
13,339
39,456
2013
$
612
—
2,408
$ 1,048
9,001
11,193
29,870
2017
2016
December 31,
2015
(in thousands)
2014
2013
$ 757,506
5,462,926
3,600,123
1,305,904
$ 726,597
5,217,636
3,491,123
1,140,416
$ 678,981
5,069,880
3,531,866
988,105
$ 780,825
4,948,818
3,637,559
859,898
$ 617,520
4,886,437
3,602,097
775,691
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:
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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;
continued access to mobile API’s, APPs and application stores with Apple, Google and Microsoft;
government regulation of the Internet and governmental and non-governmental requirements and standards with respect to
data security and privacy; and
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general economic conditions in the markets in which we, our customers and our suppliers operate.
In 2017, global and regional economies around the world and financial markets, remained volatile as a result of a multitude of
factors, including economic and political uncertainty, terrorism, governmental instability 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 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, results of operations 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., Palo Alto
Networks, Inc., McAfee, 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 Enterprise
Company and FireEye, Inc., with respect to specific products that we offer. In addition, 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.
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, results of operations 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
within the market may result in price reductions, reduced gross margins and operating margins, reduced net income, and loss of market
share, any or all of which may materially adversely affect our business, results of operations and financial condition. For additional
information, see “Item 4 – Information on Check Point.”
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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 results of operations 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, results of operations 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.
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.
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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:
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issue equity securities which would dilute the current shareholders’ percentage of ownership;
incur substantial debt;
assume contingent liabilities; or
expend significant cash.
These financing activities or expenditures could harm our business, results of operations 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;
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 2017, 2016 and 2015, we derived approximately 54%, 52% and
53%, respectively, of our sales from our ten largest distributors. In 2017, 2016 and 2015, our two largest distributors accounted for
approximately 36%, 37% and 38% 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, results of operations and financial condition could be materially
adversely affected.
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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,
results of operations 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 security 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 security 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 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, results of operations
and financial 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
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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 results of operations. 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. 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.”
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 in the future could result in substantial costs and a diversion of management’s attention and resources.
We may not be able to successfully protect our intellectual property rights, which could cause substantial harm to our business
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.
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In addition to patents, we rely on trade secret and other rights to protect our unpatented proprietary intellectual property and
technology. Despite our efforts to protect our proprietary technologies and our intellectual property rights, unauthorized parties,
including our employees, consultants, service providers or customers, may attempt to copy aspects of our products or obtain and use our
trade secrets or other confidential information. We generally enter into confidentiality agreements with our employees, consultants, and
other service providers, and generally limit access to and distribution of our proprietary information and proprietary technology through
certain procedural safeguards. These agreements and arrangements may not effectively prevent unauthorized use or disclosure of our
intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our
intellectual property or technology. We cannot be certain that the steps taken by us will prevent misappropriation of our intellectual
property or technology or infringement of our intellectual property rights.
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 results of operations
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, results of operations 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:
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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;
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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;
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 have an impact on our financial statements based on currency rate fluctuations.
Our actual or perceived failure to adequately protect personal data could adversely affect our business and results of operations.
A variety of state, national, foreign, and international laws and regulations apply to the collection, use, retention, protection,
disclosure, transfer, and other processing of personal data. These privacy- and data protection-related laws and regulations are evolving,
with new or modified laws and regulations proposed and implemented frequently and existing laws and regulations subject to new or
different interpretations. Compliance with these laws and regulations can be costly and can delay or impede the development and
offering of new products and services.
For example, we previously relied upon adherence to the U.S. Department of Commerce’s Safe Harbor Privacy Principles and
compliance with the U.S.-EU Safe Harbor Framework, which we refer to as the Safe Harbor, agreed to by the U.S. Department of
Commerce and the EU. The Safe Harbor, which established means for legitimizing the transfer of personal data by U.S. companies
from the European Economic Area, or EEA, to the U.S., was invalidated in 2015 by a decision of the European Court of Justice, or the
ECJ. Now that the EU and U.S. have implemented a successor privacy framework called the Privacy Shield, we are reviewing and
documenting our practices required to obtain certification under the Privacy Shield, in addition to entering into EU Model Contracts
with our vendors where appropriate and feasible in anticipation of the possibility that either the Privacy Shield or EU Model Contracts
may be legally challenged or voided like Safe Harbor in an uncertain political environment. In addition, the EU General Data Protection
Regulation, which goes into full effect in May 2018, is expected to result in substantial changes to our compliance obligations,
including contractual requirements for data transfers outside the EEA, and a significant increase in potential administrative fines for
non-compliance. Similarly, the June 2016 approval by voters in the United Kingdom, or U.K., of a referendum to leave the EU could
require us to make additional changes to the way we conduct our business and transmit data between the U.S., U.K., EU and the rest of
the world.
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Our actual or alleged failure to comply with applicable laws and regulations, or to protect personal data, could result in enforcement
actions, significant penalties or other legal action against us or our customers or suppliers, which could result in negative publicity,
increase our operating costs, subject us to claims or other remedies and have a material adverse effect on our business and results of
operations.
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, 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. 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 for fiscal 2017, our management assessed our internal control over financial reporting, and
determined that our internal control over financial reporting was effective as of December 31, 2017, and our independent auditors have
expressed an unqualified opinion over the effectiveness of our internal control over financial reporting as of December 31, 2017.
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.
We have incurred and expect to continue to incur costs associated with determining whether any of our products are covered by
the conflict minerals rules. Based on our most recent evaluation, we have determined that we do not manufacture or contract to
manufacture any products that would be subject to the conflict mineral rules. However, in the event that our products or those that we
may contract to manufacture in the future 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 for 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 or those that we contract to manufacture
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.
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
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As of January 31, 2018, our directors and executive officers owned approximately 19.7% of the voting power of our outstanding
ordinary shares, or 23.8% of our outstanding ordinary shares if the percentage includes options currently exercisable or exercisable
within 60 days of January 31, 2018. 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
Our articles of association allow us to indemnify, exculpate and insure our directors and senior officers to the fullest extent
permitted under the Israeli Companies Law. As such, we have entered into agreements with each of our directors and senior officers to
indemnify, exculpate and insure 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:
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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:
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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 $3,848 million as of December 31, 2017. 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. Interest rates
are highly sensitive to many factors, including governmental monetary policies and domestic and international economic and political
conditions. 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 a 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 as 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 as part of our income, our reported net income for the year
ended December 31, 2017, would have decreased by $16 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
2017, we incurred approximately 42% 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, results of operations 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 2017, 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 and Euros. As of December 31, 2017, we had outstanding forward contracts that hedge against changes in foreign
currency exchange rates of $7 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, 2017, we had outstanding forward contracts that did not meet the requirement for hedge accounting, in
the amount of $338 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.
The economic effects of “Brexit” may affect relationships with existing and future customers and could have an adverse impact on our
business and results of operations
On June 23, 2016, the United Kingdom (the “U.K.”) held a referendum in which voters approved an exit from the European Union
(“E.U.”), commonly referred to as “Brexit.” On February 8, 2017, the U.K.’s House of Commons approved a bill authorizing the
government to start exit talks with the European Union, and on March 29, 2017, the U.K. Government served formal notice under
Article 50 of The Treaty on European Union to terminate the U.K.’s membership of the E.U. The impact on us from Brexit will depend,
in part, on the outcome of tariff, trade, regulatory and other negotiations.
As a result of the referendum, the global markets and certain currencies were adversely impacted, including a sharp decline in the
value of the British pound as compared to other global currencies, which led to a decrease in our revenues generated from sales in the
U.K. A potential further reduction in value of the British pound may impair the purchasing power of buyers in the U.K. and could cause
those buyers to decrease their purchase of our products and services.
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Volatility in the foregoing exchange rates resulting from Brexit may continue as the U.K. negotiates its exit from the E.U. We
translate sales and other results denominated in foreign currency into U.S. dollars for our financial statements. During periods of a
strengthening U.S. dollar, our reported international sales and earnings would be reduced because sales made in these currencies would
translate into fewer U.S. dollars.
Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines which E.U.
laws to replace or replicate, and those laws and regulations may be cumbersome, difficult or costly in terms of compliance. Any of these
effects of Brexit, among other factors, could adversely affect our business, financial condition, results of operations and cash flows.
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 results of operations. 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.
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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 results of operations.
Uncertainties in the interpretation and application of the 2017 Tax Cuts and Jobs Act could materially affect our tax obligations and
effective tax rate.
The 2017 Tax Cuts and Jobs Act (the Tax Act) was enacted on December 22, 2017, and significantly affected U.S. tax law by
changing how the U.S. imposes income tax on multinational corporations. The U.S. Department of Treasury has broad authority to
issue regulations and interpretative guidance that may significantly impact how we will apply the law and impact our results of
operations in the period issued.
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 United States or elsewhere, or
where our channel partners are located, could have a material adverse impact on our business, results of operations and financial
condition. In addition, acts of terrorism could cause disruptions to 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 results of operations would be materially and adversely
affected.
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 extensive hostilities along Israel’s
border with the Gaza Strip, which included 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, results of operations 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 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.
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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, results of operations 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, 2017, our effective tax rate was 17%. 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.
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, 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 11 to our Consolidated Financial Statements.
Your rights and responsibilities as a shareholder are, and will continue to be, governed by Israeli law which differs in some material
respects from the rights and responsibilities of shareholders of U.S. companies
The rights and responsibilities of the holders of our ordinary shares are governed by our articles of association and by Israeli law.
These rights and responsibilities differ in some material respects from the rights and responsibilities of shareholders in U.S.-based
corporations. In particular, a shareholder of an Israeli company has a duty to act in good faith and in a customary manner in exercising
its rights and performing its obligations towards the company and other shareholders, and to refrain from abusing its power in the
company, including, among other things, in voting at a general meeting of shareholders on matters such as amendments to a company’s
articles of association, increases in a company’s authorized share capital, mergers and acquisitions and related party transactions
requiring shareholder approval. In addition, a shareholder who is aware that it possesses the power to determine the outcome of a
shareholder vote or to appoint or prevent the appointment of a director or executive officer in the company has a duty of fairness toward
the company. There is limited case law available to assist in understanding the nature of this duty or the implications of these
provisions. These provisions may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that
are not typically imposed on shareholders of U.S. corporations.
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
19
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.
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 we are not subject to the provisions of Regulation FD or U.S. proxy rules and are exempt from filing certain
Exchange Act reports
As a foreign private issuer, we are exempt from a number of requirements under U.S. securities laws that apply to public
companies that are not foreign private issuers. In particular, we are exempt from the rules and regulations under the Exchange Act
related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the
reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required
under the Exchange Act to file annual and current reports and financial statements with the SEC as frequently or as promptly as U.S.
domestic companies whose securities are registered under the Exchange Act and we are generally exempt from filing quarterly reports
with the SEC under the Exchange Act. We are also exempt from the provisions of Regulation FD, which prohibits issuers from making
selective disclosure of material nonpublic information to, among others, broker-dealers and holders of a company’s securities under
circumstances in which it is reasonably foreseeable that the holder will trade in the company’s securities on the basis of the information.
For so long as we qualify as a foreign private issuer, we are not required to comply with the proxy rules applicable to U.S. domestic
companies, although pursuant to the Companies Law, we disclose the annual compensation of our five most highly compensated office
holders (as defined under the Israeli Companies Law) on an individual basis, including in this Annual Report.
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
Check Point Heritage and Vision
Since its inception, Check Point’s sole focus has been on IT security. Making the Internet secure, reliable and available for
corporations and consumers has been, and continues to be, our ongoing vision. Building on our heritage of pioneering the first firewall,
and with a long track record of industry-leading cyber security solutions, the company’s products provide protection against existing
types of cyber security threats in a range of environments: physical and virtual networks, cloud and mobile surroundings, critical
infrastructures and the ’Internet of Things’ (IoT). Today, Check Point is one the largest pure cyber security vendors globally. We are
committed to addressing the real needs of our customers and we take pride in consistently charting innovation in a field that never
ceases to stop evolving.
20
Check Point Technology Leadership in 2017
Gartner
•
•
Leader Enterprise Network Firewall Market Quadrant 2017
Leader Unified Threat Management Magic Quadrant 2017
NSS Labs
• Recommended in Breach Prevention System Test 2017
• Recommended in Breach Detection Systems Test 2017
• Recommended in Next Generation Firewall Test 2017
• Recommended in Next Generation IPS Test 2017
Miercom
•
SandBlast Mobile Receives Certified Secure Award
Business Highlights
Details regarding the important events in the development of our business since the beginning of 2017 are provided in “Item 5 –
Operating and Financial Review and Prospects” under the caption “Overview.”
We are 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.
This Annual Report 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.
Market Landscape - The 5th Generation of Cyber Security
In the last 25 years, cyber-attacks and protections against them have advanced rapidly. During 2017 we have seen unprecedented
cyber-attacks carried out as large-scale, multi-vector mega attacks that inflicted major damage on businesses and their reputations.
Looking back, we identify the different generations of both attacks and security products. Today’s attacks are the most advanced and
impactful we have ever seen, we find ourselves in the midst of the 5th generation of cyber-attacks. Yet the security deployed by most
businesses is generationally behind and incapable of protecting against such attacks. Specifically, while we are facing the 5th generation
of attacks, most businesses only have 2nd or 3rd generation security. Let us look at the generations of attacks and associated security:
• Generation 1 – Late 1980s, virus attacks on stand-alone PCs affected all businesses and drove the rise of anti-virus products.
• Generation 2 – Mid 1990s, attacks from the internet affected all business and drove the creation of the firewall.
• Generation 3 – Early 2000s, exploiting vulnerabilities in applications affected most businesses and drove the rise in intrusion
prevention systems (IPS) products.
• Generation 4 – Approximately 2010, rise of targeted, unknown, evasive, polymorphic attacks affected most businesses and
drove the increase in anti-bot and sandboxing products.
• Generation 5 – Approximately 2015, large scale and multi-vector mega attacks using advanced attack technologies. These
are fast moving attacks so detection-only is not enough. These attacks target traditional attack vectors and expanded to
mobile and cloud. Advanced threat prevention is required.
21
While it may be an operational practice for businesses to avoid cutting-edge IT technologies in critical operations, being
generationally behind in security protection leaves the business fully exposed to advanced attacks that not only affect operations and
exposes critical information but can also cause extreme reputational damage even to the point of threatening business viability. Right
now, even 4th generation security is simply not enough to properly protect against today’s 5th generation of attacks on today’s IT
environments, cloud deployments and mobile devices. This is clearly not a risk worth taking.
To address this dangerous gap, businesses need to move from second and third generation approach of patch-work and best of
breed deployments to a unified security foundation, a well-defined security architecture. This architecture should provide:
•
Proven, best threat prevention technologies across a business’s entire IT infrastructure of networks, cloud and mobile.
• Real time sharing of threat intelligence across enterprises and within the enterprise.
• A single, consolidated security management framework.
Product Strategy and Offerings
At Check Point, we strive to bring to market the most innovative, highest quality products that provide exceptional value to our
customers, allowing businesses of all sizes to be at the 5th generation of cyber-security and proactively protect their networks and
prevent sophisticated (generation 5) threats. Our product strategy of driving innovation through research and development and strategic
partnerships reflects that goal, allowing Check Point to blaze new trails with market leading products and solutions. This strategy steers
corporate security strategies away from merely detecting threats to effectively preventing them while enabling businesses to adopt
advanced IT technology and services, including mobility and cloud solutions.
Check Point Infinity Architecture
Check Point Infinity Architecture is a fully consolidated cyber security architecture that protects against 5th generation mega
cyber-attacks across all networks, endpoint, cloud and mobile. The architecture is designed to resolve the complexities of growing
connectivity and inefficient security. Check Point Infinity leverages unified threat intelligence and open interfaces, enabling all
environments to stay protected against targeted attacks. As a result, it provides comprehensive threat prevention which seals security
gaps, enables automatic and immediate threat intelligence sharing across all security environments and a consolidated security
management for an efficient security operation. Check Point Infinity delivers protection against current and potential attacks, today and
in the future.
Check Point Infinity Total Protection security consumption model enables enterprises to benefit from the most advanced threat
prevention technologies available. The program enables enterprises full use of all of Check Point’s security technologies protecting their
networks, endpoint, mobile and cloud via an annual security subscription based on the number of enterprise users.
Check Point Network Security
In order to cater to the different needs and demands of our customers, we offer a wide portfolio of security gateways from
platforms for small business (SMB) and small office locations to high end and high demanding data center and perimeter environments.
On each security gateway we offer the full extent of Check Point’s network security portfolio from industry leading next generation
firewall, IPS, VPN, WEB security and Data Security (DLP) to a wide set of threat prevention technologies blocking known and
unknown types of cyber-attacks. Check Point‘s security gateways are available as software-only products, that can run on standard
hardware, or on dedicated security gateway hardware appliances. In 2016, we launched a new security gateway appliances product line
for the vast majority of our product categories, starting with the 700 appliance series for SMBs, the 1400, 3000 and 5000 series of
security gateways for enterprises, the 15000, 23000 series for data centers and high-end data centers. During 2017 we expanded the
product line with the 3100, 5100, 5900 security gateways for enterprises and 44000, 64000 high-performance scalable platforms.
22
Check Point Threat Prevention Technologies & Products
In the ongoing task, of increasing the ability to block and prevent cyber-attacks before they happen, the Check Point SandBlast
family of advanced threat prevention and zero-day protections include over 30 different innovative technologies developed to combat
the growing frequency and sophistication of cyber security threats.
The SandBlast technologies are deployed as part of Check Point’s advanced threat prevention products for the network perimeters
(SandBlast Network), for the endpoints (SandBlast agent), for web browsers (SandBlast agent for browsers) and mobile (SandBlast
Network). In 2017, we expanded our threat prevention capabilities with the Anti-Ransomware agent, preventing the most evasive
zero-day ransomware, web sandboxing (an early detonation technology that detects highly evasive zero-day exploits in Adobe Flash
objects) and Image Extraction, that carries out the sanitization process on suspicious images.
Check Point Cloud Security
The growth and popularity of the public cloud continues to drive more data beyond traditional IT security protections and into data
center environments that are no longer owned, managed or controlled by corporate IT. Indeed, security is continually cited as a key
barrier to wide-spread enterprise cloud adoption. Further, traditional security approaches do not fit with the dynamic nature of the cloud
and therefore leave business exposed to a whole host of new threats. Check Point combines a history of innovation in threat prevention
security with a dynamic and agile deployment to lead our customers into the cloud.
As part of the Check Point Infinity Architecture, Check Point’s CloudGuard cloud security product family delivers threat
prevention to the most comprehensive amount of cloud providers and applications with dynamic and agile security.
Check Point CloudGuard delivers industry leading threat prevention security for enterprise cloud networks, data and applications.
The portfolio integrates with a large number of cloud infrastructure and workload platforms (such as VMware NSX, Cisco ACI,
Amazon’s AWS, Microsoft’s Azure cloud or Google’s cloud platform) and cloud-based applications (such as Salesforce, Office 365
and Box) to work at protecting cloud services against most sophisticated malware and zero-day attacks. Furthermore, Check Point
supports single-click and agile deployment models aligned with the dynamic nature of cloud services for our customers’.
Check Point Mobile Security
Smartphones and tablets give us unprecedented access to the critical business information we need to work faster and more
accurately. Providing business employees with access to information on the mobile devices has many benefits, but it also exposes the
business to risk. According to a new study published by Check Point mobile threat researchers, every business has experienced at least
one mobile infection in the past year. We believe this report was the first study to document the volume and impact of mobile attacks
across corporate and public enterprise environments.
Check Point SandBlast Mobile, an innovative approach to mobile security for iOS and Android devices, detects and stops mobile
threats before they start. Whether your data is at rest on a device or in flight through the cloud, SandBlast Mobile helps protect our
customers from vulnerabilities and attacks that may put their data at risk.
Check Point Security Management
A significant part of our product strategy addresses the need for scalable and consolidated security management. As part of Check
Point’s Infinity architecture we enable customers of all sizes, from single offices to hundreds and thousands of offices, to manage and
tailor their security policy to express their business needs from a single pane of glass. With Check Point’s security management,
administrators can consolidate security management in an all in one, single scalable server for full threat visibility and control across
Networks, Cloud and Mobile.
23
In 2018, we updated our Security Management Software to version R80.10 offering security management through a single console
with a unified security policy that streamlines security operations and provides a greater visibility into policy administration and threat
analysis.
Check Point’s security management servers are available as software-only products, that can run on standard hardware, or on
dedicated security management hardware appliances named the Smart-1 product line. In 2017 Check Point also introduced a new line of
Smart-1 appliances, powering the 5th generation of Cyber Security with significant performance boost, facilitating the full security
management consolidation under a single device.
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
Security subscriptions
Software updates and maintenance
Total revenues
2017
Year Ended December 31,
2016
(in thousands)
2015
$ 559,026
$ 480,352
$ 815,280
$1,854,658
$ 572,964
$ 389,885
$ 778,452
$1,741,301
$ 555,792
$ 318,624
$ 755,422
$1,629,838
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
At the heart of Check Point’s strategy to drive revenue is a commitment to address current and future customer requirements for
enterprises of all sizes. We do this in multiple ways:
•
Through a global network of thousands of partners, which spans two-tier distributors, value-added resellers, global
systems integrators, telcos and managed service providers.
• With a team of sales support and account management Check Point works closely with the partner ecosystem to
capture customer needs and match them with the right solutions.
•
•
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 and customers to assist them with pre-sale configuration, use and application
support.
Through technology integration with hardware and software suppliers such as IBM, Hewlett-Packard, VMware,
Symantec, Apple, Google, Amazon and Microsoft, Check Point enables tight integration with other technology
solutions.
We drive awareness and demand for Check Point solutions through messaging and communications strategies that target users and
business decision makers. These efforts include global media campaigns, thought-leadership programs, digital marketing, social media,
as well as press and analyst relations. We promote our innovation and technology agenda globally through frequent product launches
supported by demand generation programs.
As of December 31, 2017, we had 2,064 employees and contractors dedicated to sales and marketing.
24
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; (ii) professional services in implementing, upgrading and optimizing Check Point
products, such as design planning and security implementation; and (iii) certification and educational training on Check Point products.
Our technical assistance centers in the United States, Israel, Canada, Japan, India, China and Australia offer support worldwide,
24-hour service, seven days per week. As of December 31, 2017, we had 693 employees and contractors in our technical services
organization.
Our support solutions include both indirect and direct offerings. Channel partners provide customers with installation, training,
maintenance and support, while we provide technical support to our channel partners. Alternatively, our customers may elect to receive
support directly from us. 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 also offer
ThreatCloud Managed Security Services and Incident Response Services. These 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. This becomes especially true as we find
ourselves facing 5th generation cyber-attacks. Today’s attacks are the most advanced and impactful we have ever seen and yet the
security deployed by most businesses is generationally behind and incapable of protecting against these attacks. Part of the problem is
that older generations of security are based on patchwork solutions that simply detect. Check Point’s focus for 2018 is on 5th generation
cyber security, which emphasizes prevention through a consolidated architecture that unifies all network, virtual, cloud, remote office
and mobile operations.
We work closely with existing and potential customers, distribution channels and major resellers, who provide significant
feedback for product development and innovation. We work with these audiences to understand the challenges they face, to ensure each
new generation of security we introduce keeps them well protected as the threats evolve. Our product development efforts are focused
on providing unified security architecture, named the Check Point Infinity Generation V Architecture, which 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 $192 million in 2017, $178 million in 2016 and
$149 million in 2015. These amounts include stock-based compensation in the amount of $16 million in 2017, $13 million in 2016 and
$12 million in 2015. As of December 31, 2017, we had 1,402 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
Check Point relies on a combination of copyright and trademark laws, trade secrets, confidentiality procedures and contractual
provisions to protect its proprietary rights. The company relies on trade secret and copyright laws to protect its software, documentation,
and other written materials. Further, Check Point generally enters into confidentiality agreements with employees, consultants,
customers and potential customers, and limits access and distribution of materials and information that the company considers
proprietary.
25
We have 73 U.S. patents, 36 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.” C
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. (1)
Check Point Holding (Singapore) PTE Ltd. – U.S. Branch (2)
Israel Check Point Software Technologies Ltd. China (3)
Check Point Holding AB (4)
SofaWare Technologies Ltd.
Dynasec Ltd.
Check Point Advanced Threat Prevention Ltd. (formerly known as Hyperwise Ltd.)
Check Point Mobile Security Ltd. (formerly known as Lacoon Mobile Security Ltd.)
Check Point Software Technologies South Africa PTY. Ltd
Check Point Software (Kenya) Ltd.
Check Point Software Technologies B.V Nigeria Ltd. (5)
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
South Africa
Kenya
Nigeria
(1) Representative office of Check Point Holding (Singapore) PTE Ltd.
(2) Branch of Check Point Holding (Singapore) PTE Ltd.
(3) Representative office of Check Point Software Technologies Ltd.
(4) Subsidiary of Check Point Holding (Singapore) PTE Ltd. (former name: Protect Data AB)
(5) Subsidiary of Check Point Holding (Singapore) PTE Ltd. and Check Point Yazilim Teknolojileri Pazarlama A.S.
26
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 (New Zealand) Limited
Check Point Software Technologies Norway A.S.
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
Argentina
Australia
Austria
Belarus
Belgium
Brazil
China
China
Czech Republic
Denmark
Finland
France
Germany
Greece
Hungary
Hong Kong
India
Italy
Mexico
Netherlands
New Zealand
Norway
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.
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.
(3)
Check Point Holding AB wholly owns the subsidiaries listed below, directly or through other subsidiaries:
NAME OF SUBSIDIARY
Check Point Software Technologies (Sweden) AB
Reflex Software Ltd. (Jersey)
COUNTRY OF INCORPORATION
Sweden
Jersey
Check Point Software Technologies Inc. wholly owns the subsidiary listed below:
NAME OF SUBSIDIARY
Zone Labs, L.L.C.
Property and Equipment
COUNTRY OF INCORPORATION
United States of America (California)
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 contains approximately
332,000 square feet of office space, including an expansion of the existing building, which was substantially completed in the last
quarter of 2017. As of December 31, 2017, the investment in the expansion amounted to approximately $50 million. We anticipate
investing an additional amount of $15 million during 2018.
27
Outside of Israel, we lease offices in various locations throughout the world. The breakdown in the various geographies is as
follows:
Location
Americas
Europe
Asia-Pacific, Middle East and Africa
Space (square feet)
128,000
54,000
38,000
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 2017, 2016 and 2015, we derived approximately 54%, 52% and
53%, respectively of our sales from our ten largest channel partners. In 2017, 2016 and 2015, our two largest distributors accounted for
approximately 36%, 37% and 38% of our sales. The following table presents the percentage of total consolidated revenues that we
derive from sales in each of the regions shown:
Region:
Americas, principally U.S.
Europe
Asia-Pacific, Middle East and Africa
47%
36%
17%
49%
36%
15%
48%
37%
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.”
28
Year Ended December 31,
2016
2015
2017
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,
• Allowances for doubtful accounts,
•
•
Impairment of marketable securities; and
Loss Contingencies.
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, security 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, Original Equipment Manufacturers (“OEMs”), system integrators and
Managed Security Service Providers (“MSPs”), all of whom are considered end users.
Security subscriptions provide customers with access to its suite of security solutions and is sold as a service.
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 end-user customers, through primarily telephone access to technical support
personnel as well as 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 sales
of products and licenses are recognized upon delivery or when the customer has been provided access through delivery of the
Certificate Key. Revenues from security 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.
Our products and services generally qualify as separate units of accounting. As such, revenues from multiple element
arrangements that include products, security 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.
29
We establish VSOE of fair value based on the renewal prices. If VSOE cannot be established for a deliverable, we use BESP. We
determine fair value based on BESP by reviewing historical transactions, and considering several other external and internal factors
including, but not limited to, pricing practices.
Deferred revenues represent mainly the unrecognized revenue billed for security 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, rebates, stock rotations and other rights
provided to customers on product and service related sales subject to varying limitations. We estimate and record these reductions based
on our historical sales returns experience, analysis of credit memo data, rebate plans, 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”, our “deferred revenues” and our “accrued expenses and other current liabilities” on our consolidated balance
sheets.
We plan to adopt the Financial Accounting Standards Board’s new revenue standard, ASC 606, Revenue from Contracts with
Customers, beginning January 1, 2018 which is not expected to change the amount and timing of revenue recognized. Refer to Note 2 to
our audited financial statements included in Item 18 of this annual report for further information.
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, 2017, the market capitalization of the Company was
significantly higher than the equity book value.
30
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.
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 2017, 2016 and 2015.
Accounting for income tax
We are subject to income taxes in Israel, the United States and numerous foreign jurisdictions. Significant judgment is required in
evaluating our uncertain tax positions and determining our taxes. Although we believe our reserves are reasonable, no assurance can be
given that the final tax outcome of these matters will not be different from that which is reflected in our historical income tax provisions
and accruals. We adjust these reserves in light of changing facts and circumstances, such as the closing of a tax audit or the refinement
of an estimate. To the extent that the final tax outcome of these matters is different than the amounts recorded, such differences will
affect the provision for income taxes in the period in which such determination is made.
We have accounted for the tax effects of the Tax Cuts and Jobs Act, which we refer to as the Tax Act, enacted on December 22,
2017, on a provisional basis. Our accounting for certain income tax effects is incomplete, but we have determined reasonable estimates
for those effects. Our reasonable estimates are included in our financial statements as of December 31, 2017. We expect to complete our
accounting during the one year measurement period from the enactment date.
Significant judgment is also required in determining any valuation allowance recorded against deferred tax assets. In assessing the
need for a valuation allowance, we consider all available evidence, including past operating results, estimates of future taxable income,
and the feasibility of tax planning strategies. In the event that we change our determination as to the amount of deferred tax assets that
can be realized, we will adjust our valuation allowance with a corresponding impact to the provision for income taxes in the period in
which such determination is made.
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 customer’s 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.
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.
31
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.
Loss Contingencies
We are currently involved in various claims and legal proceedings. We review the status of each matter and assess its potential
financial exposure. If the potential loss from any claim or legal proceeding is considered probable and the amount can be reasonably
estimated, we accrue a liability for the estimated loss.
Recent Accounting Pronouncements
For a summary of recent accounting pronouncements applicable to our consolidated financial statements see Note 2, “Significant
Accounting Policies” to the Consolidated Financial Statements included in Part III, Item 18 of this Annual Report on Form 20-F.
Results of Operations
The following table presents information concerning our results of operations in 2017, 2016 and 2015:
Revenues:
Products and licenses
Security subscriptions
Software updates and maintenance
Total revenues
Operating expenses(*):
Cost of products and licenses
Cost of security 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
2017
Year Ended December 31,
2016
(in thousands)
2015
$ 559,026
480,352
815,280
1,854,658
104,210
18,869
87,700
2,184
212,963
192,386
433,427
91,965
930,741
923,917
47,029
970,946
168,023
$ 802,923
$ 572,964
389,885
778,452
1,741,301
105,967
10,841
83,011
2,184
202,003
178,372
420,526
88,130
889,031
852,270
44,402
896,672
171,825
$ 724,847
$ 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
(*)
Including pre-tax charges for stock-based compensation, amortization of intangible assets and acquisition related expenses in the
following items:
32
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
$ 2,184
7,588
3,264
$13,036
$
115
2,626
16,233
18,278
50,207
$87,459
$ 2,184
7,588
3,358
$13,130
$
66
2,087
12,718
19,168
48,693
$82,732
$ 1,808
6,146
3,267
$11,221
$
65
1,520
11,544
16,351
46,822
$76,302
The following table presents information concerning our results of operations as a percentage of revenues for the periods
indicated:
Year Ended December 31,
2016
2015
2017
Revenues:
Products and licenses
Security subscriptions
Software updates and maintenance
Total revenues
Operating expenses:
Cost of products and licenses
Cost of security 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
*)
Less than 1%.
33
30%
26
44
100%
33%
22
45
100%
34%
20
46
100%
5
1
5
—*)
11
10
23
5
50
50
2
52
9
43
6
1
5
—*)
12
10
24
5
51
49
3
52
10
42
6
1
5
—*)
12
9
22
5
48
52
2
54
12
42
Revenues
We derive our revenues mainly from the sale of products and licenses, security subscriptions and software updates and
maintenance. Our revenues were $1,855 million in 2017, $1,741 million in 2016 and $1,630 million in 2015.
Total revenues in 2017 grew by 7% compared to 2016. Product and license revenues decreased by $14 million, or 2%, from
$573 million in 2016 to $559 million in 2017, which can be attributed primarily to the impact of sales force organizational
enhancements, attrition and hiring. We continued to deliver increasingly more of our latest security offerings as subscriptions resulting
in increased sales of our security subscription packages, including Next Generation Threat Prevention and Next Generation Threat
Extraction. As a result, security subscription revenues increased by $90 million, or 23%, from $390 million in 2016 to $480 million in
2017. In 2017, product and license and security subscription revenues as a percentage of total revenues were 56%, compared to 55% in
2016. Software updates and maintenance revenues increased by $37 million, or 5%, from $778 million in 2016 to $815 million in 2017,
primarily as a result of renewals of existing and sales of new maintenance contracts.
Total revenues in 2016 grew by 7% compared to 2015. Product and license revenues increased by $17 million, or 3%, from
$556 million in 2015 to $573 million in 2016, which was attributed primarily to growth in sales of our security solutions products.
Security subscription revenues increased by $71 million, or 22%, from $319 million in 2015 to $390 million in 2016, which was driven
by increased sales of our security subscription packages, which primarily include Next Generation Threat Prevention and Next
Generation Threat Extraction. In 2016, product and license and security subscription revenues as a percentage of total revenues were
55%, compared to 54% in 2015. Software updates and maintenance revenues increased by $23 million, or 3%, from $755 million in
2015 to $778 million in 2016, primarily as a result of renewals of existing and sales of new maintenance contracts. During the year we
experienced an increase in discount rates across different regions relating mainly to the competitive environment, currency changes and
the launch of new products.
Cost of Revenues
Total cost of revenues was $213 million in 2017, $202 million in 2016 and $189 million in 2015. Cost of revenues includes cost of
product and licenses, cost of security 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 security
subscriptions is comprised of costs paid to third parties, hosting and infrastructure costs and cost of customer support related to these
services. Our cost of software updates and maintenance include mainly the cost of post-sale customer support.
Cost of products and licenses was $104 million in 2017, $106 million in 2016 and $101 million in 2015, and represented 19% of
products and licenses revenues in 2017, and 18% in each of 2016 and 2015.
Cost of security subscriptions was $19 million in 2017, $11 million in 2016 and $8 million in 2015, and represented 4%, 3% and
2% of security subscription revenues in 2017, 2016 and 2015, respectively. The higher costs are related to the increase in sales of
security subscriptions, including sales of security subscriptions that have higher costs associated with them.
Cost of software updates and maintenance was $88 million in 2017, $83 million in 2016 and $78 million in 2015 and represented
11%, 11% and 10% of software updates and maintenance revenues in 2017, 2016 and 2015, respectively. In 2017, the $5 million
increase in the cost of updates and maintenance was primarily the result of an increase in compensation expenses, which was related
mainly to an increase in headcount of employees and contractors, from 618 at the end of 2016 to 693 at the end of 2017. In 2016, the
$5 million increase in the cost of software updates and maintenance was primarily the result of a $4 million increase in compensation
expenses, which was related mainly to increase in headcount of employees and contractors, from 590 at the end of 2015 to 618 at the
end of 2016.
In 2017 and 2016, amortization of technology was $2.2 million, and in 2015 amortization of technology was $1.8 million.
Research and Development
Research and development expenses were $192 million in 2017, $178 million in 2016 and $149 million in 2015, and represented
10% of revenues in 2017, 10% of revenues in 2016 and 9% of revenues in 2015. 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
$14 million increase in 2017 compared to 2016, $11 million was primarily a result of an increase in compensation for employees
engaged in research and development. Out of the $29 million increase in 2016 compared to 2015, $23 million was primarily a result of
an increase in compensation for employees engaged in research and development, mainly attributed to new hires and acquisitions made
during 2015.
34
The majority of our personnel engaged in research and development are located in Israel, where compensation-related expenses
are paid in Israeli Shekels, 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 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 $433 million in 2017,
$421 million in 2016 and $360 million in 2015, which represented 23% of revenues in 2017, 24% of revenues in 2016 and 22% of
revenues in 2015. In 2017 and 2016, there was an increase of $13 million and $61 million, respectively. Most of the change in 2017 was
due to increase in compensation expenses. In 2016, the change was primarily due to an increase in compensation and travel expenses.
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.
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 2017, $88 million in 2016 and
$92 million in 2015, and represented 5% of revenues in each of the years 2017 and 2016, and 6% of revenues in 2015. In 2017, there
was an increase of $4 million in general and administrative expenses, which was primarily due to an increase in compensation expenses.
In 2016, there was a decrease of $4 million in general and administrative expenses, which was primarily due to a decrease in legal
expenses.
Operating Income Margin
We had an operating margin of 50% in 2017, 49% in 2016 and 52% in 2015. Our operating margin increased by 1% in 2017. Our
operating margin decreased by 3% in 2016 due to an increase in compensation expense related mainly to the growth in headcount
during this year.
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
$47 million in 2017, $44 million in 2016 and $34 million in 2015. 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 2017 was primarily due to an
increase in interest rate in 2017 and market expectations for an increase in U.S. interest rates during 2018, leading to better yields on
securities purchased in 2017. The increase in net financial income in 2016 was primarily due to an increase in interest rate in 2016 and
market expectations for an increase in U.S. interest rates during 2017, leading to better yields on securities purchased in 2016. The
increase was also attributed to one-time gain of $4 million from exercise of an investment in 2016. 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 2017, 2016 and 2015 no other-than-temporary
impairment was recorded.
35
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 $168 million in 2017, $172 million in 2016 and $188 million in 2015. Our effective tax rate was 17%
in 2017, 19% in 2016 and 21.5% in 2015. The lower effective tax rate in 2017 in comparison to 2016 and 2015 is attributed to the
reduction of the tax rates in 2017. See Note 11 to our consolidated financial statements for further information on our statutory rates.
On June 14, 2017, the Israeli government legislated new regulations regarding the “Preferred Technological Enterprise” regime,
under which a company that complies with the terms may be entitled to certain tax benefits. Our operations in Israel comply with the
terms of the Preferred Technological Enterprise regime. Under the new legislation, the majority of our income from our operations in
Israel, is subject to a corporate rate of 12%. As a result of the lower tax rates mentioned above, we recorded a decrease to our deferred
tax assets and a corresponding increase in tax expense during the second quarter of 2017.
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.”
Liquidity and Capital Resources
During 2017, 2016 and 2015, 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 $3,848 million as of December 31, 2017 and
$3,669 million as of December 31, 2016. Our cash and cash equivalents and short-term investments were $1,411 million as of
December 31, 2017 and $1,373 million as of December 31, 2016. Our long-term interest bearing investments were $2,437 million as of
December 31, 2017 and $2,296 million as of December 31, 2016. 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 $1,110 million in 2017, $949 million in 2016 and $950 million in 2015. Net cash from
operations for 2017, 2016 and 2015 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, deferred income tax benefit,
accrued expenses and other liabilities, trade receivables and prepaid expenses and other assets. In addition to the increase in our net
income in 2017, our cash flows provided by operating activities reflect also the increase in our deferred revenues and accrued expenses
and other current liabilities. In 2016, we paid additional taxes as a result of settlement agreements. See also Note 11 to our Consolidated
Financial Statements for further information.
Net cash used in investing activities was $179 million in 2017, $110 million in 2016 and $153 million in 2015. In 2017 net cash
used in investing activities consisted primarily of additional investments and proceeds related to marketable securities and short terms
deposits. In 2016 net cash used in investing activities consisted primarily of additional investments and proceeds related to marketable
securities and short terms deposits. In 2015 our net cash used in investing activities consisted primarily of investments and proceeds
related to marketable securities and short terms deposits, as well as cash paid for acquisitions of subsidiaries in 2015. Our capital
expenditures amounted to $29 million in 2017, $24 million in 2016 and $17 million in 2015. 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 $873 million in 2017, $844 million in 2016 and $866 million in 2015. In 2017, 2016 and
2015, 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 2017, 2016 and 2015, we repurchased ordinary shares in the amount of $995 million, $988 million and $986 million, respectively.
We re-issued the repurchased shares to settle exercises of options and awards of restricted share units to our employees and directors.
Proceeds from such activities were $128 million, $129 million and $103 million in 2017, 2016 and 2015, respectively.
36
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 $3,848 million as of December 31, 2017) 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.
Tabular Disclosure of Contractual Obligations
The following table summarizes our contractual obligations as of December 31, 2017:
Operating lease obligations
Uncertain income tax positions(*)
Severance pay(**)
Total
Payments due by period
Less than 1
year
$
$
7,835
—
—
7,835
1-3 years
(in thousands)
$ 7,741
—
—
$ 7,741
4-5 years
Over 5 years
$ 3,698
—
—
$ 3,698
$
$
3,787
—
—
3,787
Total
$ 23,061
$342,904
$ 10,139
$376,104
(*) 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 11g 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, $5 million is unfunded.
37
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
Directors and Senior Management
Our directors and executive officers as of December 31, 2017, were as follows:
Name
Gil Shwed
Marius Nacht
Jerry Ungerman
Amnon Bar-Lev (3)
Tal Payne
Dorit Dor
Yoav Chelouche (4)
Irwin Federman (4)
Guy Gecht (4)
Dan Propper
Ray Rothrock (4)
David Rubner
Tal Shavit
Position
Chief Executive
Officer and Director
Chairman of the Board
Vice Chairman of the
Board
President
Chief Financial and
Operations Officer
Vice President of
Products
Director
Director
Director
Director
Director
Director
Director
Independent
Director (1)
Outside
Director
(2)
Member
of Audit
Committee
Member of
Compensation
Committee
Member of
Nominating
Committee
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
(1)
“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).
(2)
(3) Mr. Bar-Lev Mr. Bar-Lev will be transitioning out of his role as President of Check Point and expects to leave the company after a
(4)
transition period.
“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”).
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. In 2018, Gil was awarded the prestigious Israel Prize for his contributions to
the Israeli technology industry.
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. He also serves as a director
in a number of private companies. 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.
38
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 extensive experience in 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. Mr. Bar-Lev joined in 2005 and was responsible for worldwide sales and technical
services for the company. Mr. Bar-Lev is transitioning out of his role as President and his responsibilities are being divided among other
members of management. At such time, Mr. Bar-Lev will cease to be deemed part of senior management.
Tal Payne has been 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. Ms. Payne is a board member of SolarEdge Technologies, Inc.
Dr. Dorit Dor, Vice President of Products at Check Point, manages all product and development functions 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. 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. Mr. Chelouche is an independent board
member of Tower Semiconductor Ltd. as of July 2016. 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.
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 was a General Partner of U.S. Venture Partners, a venture capital firm,
from 1990 to 2015. He is presently a senior advisor to that firm. Mr. Federman serves as chairman of Mellanox Technologies Ltd., and
director in 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.
39
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.,
Vitania Ltd. 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, Tel Aviv 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 is a member of the Massachusetts Institute of Technology Corporation, and a Trustee of the University of
Texas and Texas A&M Investment Management Company. 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, 2017. 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 2018
annual meeting of shareholders. The terms of Irwin Federman and Ray Rothrock will expire at our 2020 annual meeting of
shareholders, and the terms of Yoav Chelouche and Guy Gecht will expire at our 2018 annual meeting of shareholders.
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
$3.3 million for the year ended December 31, 2017. These amounts include $0.18 million that were set aside or accrued to provide for
severance and retirement insurance policies in 2017. 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.
40
Following is a summary of the salary and benefits paid to our five most highly compensated executive officers in 2017 (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 2017 consisted of $17.4 in salary
expenses, and $16.4 in benefit costs. Mr. Shwed requested to forego his salary and bonus for 2017, 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 2017, and will not receive any cash compensation for 2017 except for an amount equal to the
minimum wage required under Israeli law.
Mr. Amnon Bar-Lev, President. Compensation expenses recorded in 2017 included $436.1 in salary expenses and $103.6 in
benefit costs.
Dr. Dorit Dor, Vice President, Products. Compensation expenses recorded in 2017 included $377.8 in salary expenses and $92.1
in benefit costs.
Ms. Tal Payne, Chief Financial Officer. Compensation expenses recorded in 2017 included $432.7 in salary expenses and $104.7
in benefit costs.
Pierre-Paul Allard, Head of Worldwide Sales. Compensation expenses recorded in 2017 included $600.0 in salary expenses and
$50.84 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 (i) cash bonuses to Mr. Bar-Lev, Dr. Dor and
Ms. Payne upon compliance with predetermined 2017 performance parameters set by the Compensation Committee and the Board of
Directors, and (ii) cash commissions to Mr. Allard upon compliance with sales targets. The 2017 cash bonus expenses for Mr. Bar-Lev,
Dr. Dor, Ms. Payne were $663.4, $490.3 and $548.0, respectively, and the 2017 cash commission expenses for Mr. Allard were $187.7.
The cash compensation amounts paid to Mr. Shwed, Mr. Bar-Lev, Dr. Dor and Ms. Payne 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 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.
41
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 7, 2017, we granted Mr. Shwed options to purchase 1.3 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, 2017, our executive officers and directors held options to purchase an aggregate of approximately
12.23 million shares and held 97,822 restricted stock units under our stock option and equity incentive plans. The exercise prices of
these options range between $49.50 and $114.95, and their expiration dates range between May 2018 and June 2024. During 2017, we
granted our executive officers and directors options to purchase an aggregate of approximately 2.08 million shares and approximately
37.59 thousand RSUs under our equity incentive plans. The exercise price of these options was $98.43-$114.95, and their expiration is
February 2024-June 2024. 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, 2017 for
Mr. Shwed, Mr. Bar-Lev, Dr. Dor, Ms. Payne and Mr. Allard, of $36,936.9, $5,038.2, $3,738.1, $3,552.2 and $1,287.9, respectively.
Assumptions and key variables used in the calculation of such amounts are described in Note 2 v. 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.
Our board of directors currently consists of ten members, including two outside directors in accordance with the requirements of
the Israeli Companies Law. See “—Outside and Independent Directors.” Under our articles of association, the number of directors on
our board is to be no less than six and no more than twelve. 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.
As permitted under the Israeli Companies Law, 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
compensation committee), and at least one outside director must serve on each committee of the board of directors. As of December 31,
2017, 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 2020.
42
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 consist of 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, 2017, our board of directors has determined that each of Yoav Chelouche, Irwin Federman, Guy Gecht, Dan
Propper, Ray Rothrock, David Rubner and Tal Shavit is an independent director 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, a compensation
committee and a 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 and each of whom is financially
literate and one of whom has accounting or related financial management expertise. 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 a written 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 rules also require us to maintain a compensation committee consisting of at least two independent
directors. Each of the members of the compensation committee is required to be independent under NASDAQ rules relating to
compensation committee members, which are different from the general test for independence of board and committee members. Each
of the members of our compensation committee satisfies those requirements. 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 written 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 written nominating
committee charter.
Recent Israeli Regulations
In 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 amended 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 is eligible to adopt the relief provided by the amended Israeli regulations. To date, Check Point has
elected not to adopt such relief.
44
Employees
As of December 31, 2017, we had 4,576 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,
2016
1,324
1,936
599
422
4,281
2017
1,396
2,031
689
460
4,576
2015
1,296
1,650
558
394
3,898
From time to time, we also engage a limited number of subcontractors. As of December 31, 2017, we had 46 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,
2016
1,898
1,040
1,343
4,281
2017
2,047
1,097
1,432
4,576
2015
1,803
926
1,169
3,898
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 28,
2018. 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.
45
The share numbers and percentages listed below are based on shares outstanding as of February 28, 2018.
Name
Gil Shwed
Marius Nacht
All directors and officers as
a group (13 persons
including Messrs. Shwed
and Nacht) (4)
Number of
shares
beneficially
owned (1)
31,183,943
6,233,736
% of
class of
shares (2)
Title of securities
covered by the
options
19.0% Ordinary shares
4.0% Ordinary shares
Number of
options
and RSUs (3)
6,220,000
18,750
Exercise price of
options
$ 49.50 - $114.95
114.95
$
Date of expiration of
options
06/06/2019-06/06/2024
06/06/2024
39,708,959
23.9% Ordinary shares
8,401,478
$ 49.50 - $114.95
05/23/2018-06/06/2024
(1) The number of ordinary shares shown includes shares that each shareholder has the right to acquire pursuant to stock options that
(2)
are exercisable and restricted share units that vest within 60 days after February 28, 2018.
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.
(3) Number of options immediately exercisable or exercisable and restricted share units that vest within 60 days from February 28,
2018.
(4) 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, 2017:
Plan
2005 United States Equity Incentive Plan
2005 Israel Equity Incentive Plan
Employee Stock Purchase Plan
Outstanding
options, RSUs &
ESPP Shares
867,750
12,274,364
980,479
Options
outstanding
exercise price
$49.5-$114.95
$49.5-$114.95
Date of expiration
5/23/2018-6/6/2024
05/08/2019-07/26/2024
Options
exercisable
524,000
7,408,364
Total shares reserved for outstanding options, RSU and for future grants under the amended equity incentive plans is 15,903,469,
which is 9.2% 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, 2017.
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.
46
As of December 31, 2017, we had granted options to purchase an aggregate of 29,721,690 ordinary shares under the Equity Plans
combined, of which options to purchase 13,142,114 ordinary shares were outstanding on that date. The option exercise prices of the
outstanding options as of December 31, 2017 range between $49.5 and $114.95 per share. As of December 31, 2017, we had granted an
aggregate of 6,600,232 RSUs and PSUs under the equity plans combined, of which 1,068,576 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.
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 as prescribed by Israeli law; (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.
47
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 full time employees and employees
employed on a part-time employment basis of 80% or more (as well as employees of some of our subsidiaries) to purchase ordinary
shares through payroll deductions.
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 (out of which 169,649 ordinary shares had been issued through December 31, 2017) and
1,000,000 ordinary shares are authorized for issuance under the rest of the world (ROW) ESPP (out of which 349,872 ordinary shares
had been issued through December 31, 2017).
Each ESPP has six-month offering periods, with purchases occurring in January and July. 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.
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, 2017, 2016 and 2015, for each person who, to the best of our
knowledge, beneficially owned more than 5% of our outstanding ordinary shares as December 31, 2017:
Name of Five Percent Shareholders
Gil Shwed
Massachusetts Financial Services Company(3)
% of
No. of shares
class of
beneficially
shares
held (1)
(2)
December 31, 2017
% of
No. of shares
class of
beneficially
shares
held (1)
(2)
December 31, 2016
% of
No. of shares
class of
beneficially
shares
held (1)
(2)
December 31, 2015
31,183,927
11,989,070
18.9%
7.54%
30,503,895
12,716,114
17.8%
7.7%
31,263,862
N/A
17.35%
—
(1) 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.
48
(2)
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.
(3) As of December 31, 2017, based on information contained in a Schedule 13G/A filed by Massachusetts Financial Services
Company with the Securities and Exchange Commission on February 9, 2018, and as of December 31, 2016, based on information
contained in a Schedule 13G filed by Massachusetts Financial Services Company with the Securities and Exchange Commission
on February 7, 2017. Based on information available to us, as of December 31, 2015, Massachusetts Financial Services Company
did not beneficially own more than 5% of our outstanding ordinary shares. The address for Massachusetts Financial Services
Company is 111 Huntington Avenue, Boston, Massachusetts 02199.
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, 2017, there were 139 holders of record of our ordinary shares in the United
States, representing approximately 83.75% 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, 2016, we had employee and payroll accrual for related parties in total of $1.8 million, for the years 2002
through 2007. As of December 31, 2017, the accrual amounted to a total of $1.2 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.”
Dividend policy
We currently do not intend to distribute any amounts as dividend in the near-term. 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 2012 onwards, 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.
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.
49
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
2013
2014
2015
2016
2017
2016
First quarter
Second quarter
Third quarter
Fourth quarter
2017
First quarter
Second quarter
Third quarter
Fourth quarter
Most recent six months
October 2017
November 2017
December 2017
January 2018
February 2018
March 2018
High
Low
64.95
80.82
88.49
89.98
119.20
87.98
89.98
84.00
86.70
104.35
115.87
116.63
119.20
119.20
110.00
108.34
106.93
105.95
107.10
44.41
60.50
65.09
71.64
84.00
71.64
76.52
74.38
74.34
84.00
102.00
104.33
100.87
113.49
100.93
100.87
98.75
95.03
105.70
On April 25, 2018, the last reported sale price of our ordinary shares on the NASDAQ Global Select Market was $96.33 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 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.
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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.
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.
51
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.
52
(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.
53
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 done
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 done 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.
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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.
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 Israeli Companies Law. In accordance with the Israeli 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.
In accordance with the Israeli Companies Law, our policy was readopted in June 2016 by the compensation committee, the board
of directors and our shareholders.
Under the Israeli 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.
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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.
• 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.
57
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 2017, 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, Chief Executive Officer and Director, 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.
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 was subject to tax at the rate of 26.5% in 2015 , 25% in 2016, 24% in 2017 and will be
subject to tax at the rate of 23% in 2018 and thereafter.
However, as discussed below, the rate is effectively reduced for income derived from our Technological preferred enterprise .
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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.
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.
On January 4, 2016 the Israeli Government legislated a reduction in corporate income tax rates from 26.5% to 25.0%, effective in
2016. On December 29, 2016, the Israeli Government legislated a reduction in corporate income tax rates from 25.0% to 24.0% in 2017
and to 23.0% in 2018 and thereafter.
Among other changes, the new Law includes, Amendment 73 to the Investment Law (“Amendment 73”). Amendment 73
prescribes special tax tracks for technological enterprises. One of the tracks is for Technological preferred enterprise—an enterprise for
which total consolidated revenues of its parent company and all subsidiaries are less than NIS 10 billion. A technological preferred
enterprise, as defined in the Law, which is located in the center of Israel will be subject to tax at a rate of 12% on profits deriving from
intellectual property. The special tax tracks under Amendment 73 are subject to rules issued by the Minister of Finance. On May 1,
2017, the Israeli Finance Minister signed tax regulations implementing the Organisation for Economic Co-operation and Development’s
(OECD’s) “nexus approach,” a base erosion and profit shifting (BEPS) requirement for intellectual property (IP) preferential tax
regimes. The proposed regulations are subject to approval by the Parliament’s Finance Committee. On May 16, 2017 the Knesset
Finance Committee approved the regulations effective as of January 1, 2017.
We have derived, and expect to continue to derive, a substantial portion of our operating income from our Technological preferred
enterprise. We are, therefore, eligible for reduced tax rates for an unlimited period.
To prepare our consolidated financial statements, we estimate our income taxes in each of the jurisdictions in which we operate.
This process involves estimating our actual tax exposure together with assessing temporary differences resulting from the differing
treatment of certain items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are
included within our consolidated balance sheet.
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/Technological 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/ Technological 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, Check Point 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 million 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.
59
In December 2016, Check Point reached a settlement agreement with the ITA for tax years 2012 through 2015.
U.S. Tax Cuts and Jobs Act
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S.
corporate tax rate from 35% to 21%, effective January 1, 2018.
On December 31, 2017, we have made reasonable estimates of the effects on the existing deferred tax balances for which
provisional amounts have been recorded.
The U.S. Treasury Department, the IRS, and other standard-setting bodies could interpret or issue guidance on how provisions of
the 2017 Tax Act will be applied or otherwise administered that is different from our Interpretation of the Act.
In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts
and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of
the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation
are expected over the next 12 months, we consider the accounting of the deferred tax re-measurements, and other items to be
incomplete due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete
our analysis within the measurement period in accordance with SAB 118. As we complete our analysis of the 2017 Tax Act, and
interpret any additional guidance, we may make adjustments to provisional amounts that we have recorded that may impact our
provision for income taxes in the period in which the adjustments are made.
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
The Israeli tax 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 48% tax in 2016 and 47% in 2017 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, an additional tax was imposed (“the surtax”). Accordingly, the marginal tax rate of an individual was increased by 2% if the
employee’s taxable income in 2016 exceeded NIS810,720 and, as of January 1, 2017, the marginal tax rate of an individual is increased
by 3% if the employee’s annual taxable income in 2017 and thereafter exceeds NIS640,000 (as updated from time to time). Hence, the
employee’s marginal tax rate can reach 50%.
60
(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 surtax was imposed. Accordingly, the capital gain tax rate percentage increased by 2% if the employee’s taxable income in 2016
exceeded NIS810,720, and, as of January 1, 2017, the capital gain tax rate percentage is increased by 3% if the employee’s annual
taxable income in 2017 and thereafter exceeds NIS640,000 (as updated from time to time). Hence, the employee’s marginal tax rate can
reach 50%.
(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 47% in 2017 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% 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 surtax is imposed. Accordingly, the marginal tax rate of an individual or the
capital gain tax rate percentage, as applicable, increased by 2% if the employee’s taxable income in 2016 exceeded NIS810,720, and, as
of January 1, 2017, the marginal tax rate of an individual is increased by 3% if the employee’s annual taxable income in 2017 and
thereafter exceeds NIS640,000 (as updated from time to time). Hence, the employee’s marginal tax rate can reach 50%.
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.
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 48% in 2016 and 47% in 2017 and thereafter) on the profit upon the
sale of the underlying shares/shares. As of January 1, 2013, the surtax is imposed. Accordingly, the marginal tax rate of an individual
increased by 2% if the employee’s taxable income in 2016 exceeded NIS810,720, and, as of January 1, 2017, the marginal tax rate of an
individual is increased by 3% if the employee’s annual taxable income in 2017 and thereafter exceeds NIS640,000 (as updated from
time to time). Hence, the employee’s marginal tax rate can reach 50%.
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.
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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,
Preferred Enterprise or Technological 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 (,(apply on Approved Enterprise or Privileged Enterprise which are not considered Foreign
Investors Company only if the dividend is distributed during the benefits period or within the following 12 years). 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 Preferred Enterprise or Technological 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 estates income is subject to U.S. federal income taxation; 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.
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. This discussion generally considers only U.S. Shareholders who will hold the ordinary shares as capital
assets.
62
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.
63
Limitation of Benefits rule may apply from the income tax treaty.
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. A 10% or more U.S. shareholder may have additional concerns not noted here.
Credit for Israeli Taxes
Subject to certain conditions and limitations, a U.S. Shareholder of an Israeli corporation maybe eligible for a foreign tax credit to
offset a portion of the U.S. tax liability assessed on Israeli sourced income when repatriated to the U.S. The U.S. Internal Revenue
Code provides a foreign tax credit limitation on the amount of foreign tax credits that maybe used during each taxable year. This
limitation requires detailed knowledge of the mechanics of the rules proscribed in the code and support regulations. Under no
circumstances, can foreign tax credits be used to offset a U.S. tax assessment on U.S. source income, and the credit may not exceed the
U.S. tax assessment on foreign income.
A U.S. Shareholder may elect to claim a foreign tax credit on its U.S. federal income tax return for foreign taxes paid or accrued,
alternatively, the U.S. Shareholder may elect to 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 may 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 may 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.
64
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 advised to consult your tax advisor concerning these elections.
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 withholding tax. However, withholding taxes may not apply to a holder, in the event
they furnish a valid taxpayer identification number or certificate of foreign status and makes any other required certification, or who is
otherwise exempt from withholding (for example, a corporation). Amounts withheld as withholding taxes may be credited against a
U.S. Shareholder’s federal income tax liability.
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:
Public Reference Section of the Securities and Exchange Commission
100 F Street, N.E.
Room 1580
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 our website (www.checkpoint.com) promptly following the filing of our
Annual Report with the Securities and Exchange Commission.
Additionally, documents referred to in this Annual Report may be inspected at our principal executive offices located at 5
Ha’Solelim Street, Tel Aviv 6789705, Israel.
65
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, 2017, securities representing 7.3% of our investments portfolios are rated as AAA; securities representing
53.7% of the portfolio are rated as AA; securities representing 39% of the portfolio are rated as A.
The table below provides information regarding our investments in cash, cash equivalents, short-term bank deposits and
marketable securities, as of December 31, 2017:
Maturity
2018
2019
2020
2021
2022
(in thousands)
Total
Amortized
cost
Fair
Value at
Dec. 31, 2017
$1,026,555
112,951
$ 936,561
167,506
$597,457
182,419
$305,613
60,379
$146,218
14,315
$3,012,404
537,570
$2,995,934
532,609
27,681
24,289
18,961
2,997
—
73,928
74,038
245,464
$1,412,651
—
$1,128,356
—
$798,837
—
$368,989
—
$160,533
245,464
$3,869,366
245,464
$3,848,045
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 several foreign
currencies. As of December 31, 2017, we had outstanding forward contracts that did not meet the requirement for hedge accounting, in
the amount of $338 million. These contracts were for a period of up to twelve months. The net gains recognized in “financial income,
net” during 2017 were $25.1 million.
During 2017, 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 Shekel and in Euro. These contracts met the requirement for cash
flow hedge accounting and as such gains in the amount of $4.7 million were recognized when the related expense were incurred and
classified in operating expenses during 2017. As of December 31, 2017, we had outstanding forward contracts in the notional amount of
$7.4 million and their fair value amounted to $0.3 million.
66
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 2017
would result in an increase in operating expenses of $40 million for the year ended December 31, 2017. 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.
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, 2017, 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, 2017, 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.
67
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, 2017. 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, 2017.
Our financial statements and internal control over financial reporting have been audited by Kost, Forer, Gabbay & Kasierer (A
Member of EY 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.
Changes in Internal Control over Financial Reporting
During the period covered by this Annual Report, 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 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.
68
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, 2017 and 2016 (in thousands):
Year Ended December 31, 2017
Percentage
Amount
Year Ended December 31, 2016
Percentage
Amount
Audit fees (1)
Audit related fees (2)
Tax fees (3)
All other fees (4)
Total
$
$
742
19
116
18
895
$
(in thousands, except percentages)
742
—
208
—
950
83%
2%
13%
2%
100%
$
78%
0%
22%
0%
100%
(1)
(2)
(3)
(4)
“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.
“Audit-related fees” are fees for professional services related to information systems audits.
“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.
“All Other Fees” are fees for professional services related to third party vendor security assessment.
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 2017 and 2016, and will receive during
2018 for non-audit services in certain categories.
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, 2017, the Company repurchased ordinary shares for an aggregate amount of $6,806 million. On August 11,
2017, the Company announced an extension to the Company’s share repurchase plan, to continue to repurchase up to $ 250 million of
ordinary shares each quarter, up to an aggregate of $ 1,000 million. 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.
69
During 2017, we used $995 million to repurchase approximately 9.5 million ordinary shares, which were repurchased under our
repurchase 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
618,396
1,136,747
796,749
833,686
930,702
542,434
1,011,356
734,887
535,570
16,435
1,807,183
571,847
9,535,992
$
$
$
$
$
$
$
$
$
$
$
$
$
88
100
101
103
109
112
110
108
112
115
104
105
105
618,396
1,136,747
796,749
833,686
930,702
542,434
1,011,356
734,887
535,570
16,435
1,807,183
571,847
9,535,992
(d) Approximate
Dollar Amount
Available for
Repurchase
under the Plans
or Programs
$ 705,477,492
$ 591,498,072
$ 511,507,008
$ 425,321,197
$ 324,134,153
$ 263,519,792
$ 152,909,535
$1,073,750,471
$1,013,750,632
$1,011,865,403
$ 824,046,490
$ 764,046,689
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
Not applicable.
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.
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.
70
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-45 below.
PART III
71
ITEM 19. EXHIBITS
1
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
8
12.1
12.2
13
15
101
Articles of Association of Check Point Software Technologies Ltd. (1)
Form of Director Insurance, Indemnification and Exculpation Agreement between Check Point Software Technologies Ltd. and
its directors (2)
Check Point Software Technologies Ltd. 2005 Israel Equity Incentive Plan (3)
Check Point Software Technologies Ltd. 2005 United States Equity Incentive Plan (4)
Check Point Software Technologies Ltd. Employee Stock Purchase Plan, as Amended and Restated (5)
Check Point Software Technologies Ltd. Employee Stock Purchase Plan (Non-U.S. Employees)
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)
Amendment to Check Point Software Technologies Ltd. 2005 Israel Equity Incentive Plan, dated January 22, 2014 (7)
Amendment to Check Point Software Technologies Ltd. 2005 United States Equity Incentive Plan, dated January 22, 2014 (8)
Check Point Software Technologies Ltd. Executive Compensation Plan (9)
List of subsidiaries (10)
Certification of the Chief Executive Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002
Certification of the Chief Financial Officer pursuant to §302 of the Sarbanes-Oxley Act of 2002
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350
Consent of Kost, Forer, Gabbay & Kasierer, a Member of EY Global
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.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
(8)
(9)
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 5, 2016.
(10) Incorporated by reference to “Item 4 – Information on Check Point – Organizational Structure” in this Annual Report on Form
20-F.
72
CHECK POINT SOFTWARE TECHNOLOGIES LTD. AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2017
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-45
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Check Point Software Technologies Ltd. and subsidiaries (the
Company) as of December 31, 2017 and 2016, the related consolidated statements of income, comprehensive income, changes in
stockholders’ equity and cash flows for each of the three years in the period ended December 31, 2017, and the related notes
(collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly,
in all material respects, the financial position of the Company at December 31, 2017 and 2016, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2017, 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)
(PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework)
and our report dated April 27, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the
Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or
fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
We have served as the Company’s auditor since 1994.
Tel-Aviv, Israel
April 27, 2018
KOST FORER GABBAY & KASIERER
A Member of EY Global
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors of
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
Opinion on Internal Control over Financial Reporting
We have audited Check Point Software Technologies Ltd. and subsidiaries’ internal control over financial reporting as of
December 31, 2017, 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). In our opinion, Check Point Software Technologies
Ltd. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2017, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the consolidated balance sheets of the Company as of December 31, 2017 and 2016, the related consolidated statements of
income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended
December 31, 2017, and the related notes and our report dated April 27, 2018 expressed an unqualified opinion thereon.
Basis for Opinion
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 are a public accounting firm registered with the PCAOB and are required to be independent with
respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. 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.
F-3
Definition and Limitation of Internal Control Over Financial Reporting
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.
Tel-Aviv, Israel
April 27, 2018
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 $ 10,889 and
$ 14,832 at December 31, 2017 and 2016, respectively)
Prepaid expenses and other current assets
Total current assets
LONG-TERM ASSETS:
Marketable securities
Property and equipment, net
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,
2017
2016
$ 245,014
450
1,165,266
$ 187,428
107,059
1,078,440
472,223
81,478
1,964,431
478,507
41,021
1,892,455
2,437,315
77,767
119,431
18,395
812,012
33,575
3,498,495
$5,462,926
2,296,097
61,859
94,608
22,155
812,012
38,450
3,325,181
$5,217,636
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (CONT’D)
U.S. dollars in thousands (except share data)
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Trade payables
Employee compensation accruals
Deferred revenues
Accrued expenses and other current liabilities
Total current liabilities
LONG-TERM LIABILITIES:
Deferred revenues
Income tax accrual
Accrued severance pay
Total long-term liabilities
Total liabilities
SHAREHOLDERS’ EQUITY:
Ordinary shares, NIS 0.01 par value, 500,000,000 shares authorized at December 31, 2017 and
2016; 261,223,970 shares issued at December 31, 2017 and 2016; 159,034,688 and
165,975,204 shares outstanding at December 31, 2017 and 2016, respectively
Additional paid-in capital
Treasury shares at cost 102,189,282 and 95,248,766 ordinary shares at December 31, 2017 and
2016, 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,
2017
2016
$
12,222
139,848
878,287
176,568
1,206,925
308,286
337,453
10,139
655,878
1,862,803
$
20,017
155,848
814,418
175,575
1,165,858
251,166
300,536
8,953
560,655
1,726,513
774
1,305,130
774
1,139,642
(5,893,182)
(15,634)
8,203,035
3,600,123
$ 5,462,926
(4,956,172)
(9,250)
7,316,129
3,491,123
$ 5,217,636
CONSOLIDATED STATEMENTS OF INCOME
U.S. dollars in thousands (except per share data)
Revenues:
Products and licenses
Security subscriptions
Software updates and maintenance
Total revenues
Operating expenses:
Cost of products and licenses *)
Cost of security 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
2017
$ 559,026
480,352
815,280
1,854,658
104,210
18,869
87,700
2,184
212,963
192,386
433,427
91,965
930,741
923,917
47,029
970,946
168,023
$ 802,923
4.93
$
4.82
$
Year ended
December 31,
2016
$ 572,964
389,885
778,452
1,741,301
105,967
10,841
83,011
2,184
202,003
178,372
420,526
88,130
889,031
852,270
44,402
896,672
171,825
$ 724,847
4.26
$
4.18
$
2015
$ 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
3.83
$
3.74
$
*) 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 $2,056, $1,075 and
$2,032, respectively
Losses (gains) reclassified into earnings, net of tax expense (benefit) of $(41), $728 and
$(3), respectively
Change in unrealized gains on cash flow hedges:
Unrealized gains arising during the period, net of tax expense of $561, $30 and $136,
respectively
Losses (gains) reclassified into earnings, net of tax expense (benefit) of $(559), $(19) and
$254, respectively
Other comprehensive loss, net of tax
Comprehensive income
The accompanying notes are an integral part of the consolidated financial statements.
F-8
Year ended
December 31,
2016
$724,847
2015
$685,866
2017
$802,923
(6,537)
(2,793)
(5,209)
135
(6,402)
(2,265)
(5,058)
(19)
(5,228)
4,114
159
716
(4,096)
18
(6,384)
(101)
58
(5,000)
1,332
2,048
(3,180)
$796,539
$719,847
$682,686
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
U.S. dollars in thousands (except share amounts)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
Share
capital
Balance as of January 1, 2015
$ 774
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)
—
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
774
Balance as of December 31, 2015
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 (3,372,115 ordinary shares,
net of 37,310 shares for taxes)
—
Treasury shares at cost (12,298,434 ordinary
shares)
Stock-based compensation
Other comprehensive loss, net of tax
Net income
Balance as of December 31, 2016
Cumulative-effect adjustment from adoption of
ASU 2016-09
Issuance of treasury shares under stock purchase
plans, upon exercise of options and vesting of
restricted stock units (2,595,563 ordinary shares,
net of 50,644 shares for taxes)
Treasury shares at cost (9,535,992 ordinary shares)
Stock-based compensation
Other comprehensive loss, net of tax
Net income
Balance as of December 31, 2017
—
—
—
774
—
—
—
—
—
$ 774
Additional
paid-in
capital
$ 859,124
19,376
Treasury
shares
at cost
Accumulated
other
comprehensive
income (loss)
Retained
earnings
$ (3,126,685) $
—
(1,070) $5,905,416
—
—
Total
shareholders’
equity
$ 3,637,559
19,376
33,703
69,149
—
74,005
1,123
—
—
987,331
17,380
(985,735)
—
—
—
—
(4,043,271)
—
—
—
—
—
—
—
—
(3,180)
—
(4,250)
—
—
—
685,866
6,591,282
—
102,852
(985,735)
74,005
1,123
(3,180)
685,866
3,531,866
17,380
54,200
74,996
—
—
129,196
—
80,731
—
—
1,139,642
(987,897)
—
—
—
(4,956,172)
—
—
(5,000)
—
(9,250)
—
—
—
724,847
7,316,129
(987,897)
80,731
(5,000)
724,847
3,491,123
2,767
—
—
83,983
86,750
69,206
—
93,515
—
—
$1,305,130
58,312
(995,322)
—
—
—
$ (5,893,182) $
—
—
—
(6,384)
—
—
—
—
—
802,923
(15,634) $8,203,035
127,518
(995,322)
93,515
(6,384)
802,923
$ 3,600,123
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
Realized loss (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
Decrease in accrued severance pay, net
Decrease (increase) in trade receivables, net
Decrease (increase) in prepaid expenses and other current assets and other
assets
Increase (decrease) in trade payables
Increase (decrease) 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
The accompanying notes are an integral part of the consolidated financial statements.
F-10
Year ended
December 31,
2016
2017
2015
$
802,923
$
724,847
$
685,866
12,876
20,012
176
3,760
87,459
64,630
—
711
6,284
5,615
(7,795)
(4,546)
(3,486)
120,989
1,109,608
10,883
10,358
23,388
(2,993)
3,853
82,732
(32,594)
(17,380)
147
(67,744)
11,234
2,184
19,345
31,565
159,801
949,268
29,611
(16)
3,612
76,302
(15,847)
(19,376)
197
(43,384)
(21,404)
5,183
13,835
104,006
120,559
949,503
1,363,698
66,101
106,609
(1,686,445)
—
—
(28,784)
$ (178,821)
1,525,929
235,252
—
(1,746,931)
(100,000)
—
(24,050)
$ (109,800)
1,479,241
109,735
321
(1,628,287)
—
(96,544)
(17,348)
$ (152,882)
CONSOLIDATED STATEMENTS OF CASH FLOWS (CONT’D)
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
Payments related to shares withheld for taxes (*)
Excess tax benefit from stock-based compensation
Net cash used in financing activities
Increase (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
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
Year ended
December 31,
2016
$ 129,196
(987,897)
(3,031)
17,380
(844,352)
(4,884)
192,312
$ 187,428
2017
$ 127,518
(995,322)
(5,397)
—
(873,201)
57,586
187,428
$ 245,014
2015
$ 102,852
(985,735)
(2,771)
19,376
(866,278)
(69,658)
261,970
$ 192,312
$ 143,036
$ 180,071
$ 123,944
$
—
$
—
$
1,123
(*) Payments related to shares withheld for taxes during the years ended December 31, 2016 and 2015 were reclassified from operating
activity to financing activity following ASU 2016-09 adoption.
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 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
NOTE 1:- GENERAL
a.
b.
Check Point Software Technologies Ltd. (“Check Point Ltd.”), an Israeli corporation, and subsidiaries (collectively,
the “Company” or “Check Point”), develop, market and support wide range of products and services for IT security,
by offering an extensive portfolio of network and gateway security solutions, management solutions and data and
endpoint security solutions.
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 security
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 2017, 2016 and 2015, approximately 36%, 37% and 38% of the Company’s revenues were derived from two
channel partners. Revenues derived from one channel partner were 18%, 19% and 20% and from the other channel
partner were 18%, 18% and 18%, respectively. Trade receivable balances from these two channel partners aggregated
to $ 189,236 and $ 200,479 as of December 31, 2017 and 2016, 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 dollar (“dollar”). The Company’s
management believes that the dollar is the primary currency of the economic environment in which Check Point Ltd.
and each of its 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 from 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 320-10-35. 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 2017, 2016 and 2015, 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 8 to 20 years. These intangible assets consist of core technology, trademarks and trade names
which are amortized over their estimated useful lives on a straight-line basis.
j.
Impairment of long-lived assets including intangible assets subject to amortization:
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 2017, 2016 and 2015, no impairment indicators have been
identified.
k.
Manufacturing partner and supplier liabilities:
The Company purchases manufactured products from its original design manufacture (“ODM”). The Company
generally does not own the manufactured products. ODM’s provide services of design, manufacture, orders
fulfillment and support with a full turn-key solution to meet the Company’s detailed requirements. If the actual
demand is significantly lower than forecast, the Company records a liability for its commitment in excess of the actual
demand. As of December 31, 2017 and 2016, the Company has not accrued any significant liability in respect with
this exposure.
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
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.
m.
Revenue recognition:
The Company derives its revenues mainly from sales of products and licenses, security 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 (Original Equipment Manufacturers), system integrators and MSPs (Managed Service Providers), all
of whom are considered end-users.
The Company’s security subscriptions provide customers with access to its suite of security solutions and is sold as a
service.
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 end-user customers, through
primarily telephone access to technical support personnel as well as 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
sales of products and licenses are recognized upon delivery or when the customer has been provided access through
delivery of the Certificate Key. Revenues from security 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.
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’s products and services generally qualify as separate units of accounting. As such, revenues from
multiple element arrangement that include products, security 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 best estimate of selling price (“BESP”) if neither VSOE nor TPE is available.
The Company establishes VSOE of fair value based on the renewal prices. If VSOE cannot be established for a
deliverable, the Company uses BESP. The Company determines fair value based on BESP by reviewing historical
transactions, and considering several other external and internal factors including, but not limited to, its pricing
practices.
Deferred revenues represent mainly the unrecognized revenue billed for security subscriptions and for software
updates and maintenance. Such revenues are recognized ratably over the term of the related agreement.
The Company records a provision for estimated sales returns, rebates, stock rotations and other rights provided 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, rebate plans, stock rotation arrangements and other
known factors. Such provisions amounted to $ 8,978 and $ 16,104 as of December 31, 2017 and 2016, respectively.
n.
Cost of revenues:
Cost of products and licenses is comprised of cost of software and hardware production, manuals, packaging and
shipping.
Cost of security subscriptions is comprised of costs paid to third parties, hosting and infrastructure costs and cost of
customer support related to these services.
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.
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.
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 extinguished its severance obligation. Upon
contribution of the full amount based on the employee’s monthly salary for each year of service, no additional
obligation exists 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 required
deposit amounts have been paid.
Severance expenses for the years ended December 31, 2017, 2016 and 2015, were $ 10,180, $ 8,165 and $ 7,140,
respectively.
p.
Employee benefit plan:
The Company has a 401(K) defined contribution plan covering certain employees in the U.S. 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 statutory
limits. The Company matches 50% of employee contributions to the plan up to a limit of 6% of their eligible
compensation. In 2017, 2016 and 2015, the Company’s matching contribution to the plan amounted to $ 3,613,
$ 2,290 and $ 1,397, respectively.
F-18
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.)
q.
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. The Company accrues interest and indexation related to unrecognized tax benefits on its taxes on
income.
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.
r.
Advertising costs:
Advertising costs are expensed as incurred. Advertising expenses for the years ended December 31, 2017, 2016 and
2015, were $ 1,764, $ 3,127 and $ 2,311, respectively.
s.
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.
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 Check Point Ltd., the Company’s Singaporean subsidiary and the U.S. subsidiary, 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.
F-19
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 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 known disputes, age of the receivable balance and past experience. Allowance for
doubtful accounts amounted to $ 1,911 and $ 2,255 as of December 31, 2017 and 2016, 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 expense (income)
amounted to $ (344), $ 154 and $ (1,834) in 2017, 2016 and 2015, respectively. Total write offs during 2017, 2016
and 2015 amounted to $ 29, $ 0 and $ 123, respectively.
The Company utilizes foreign currency 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. The Company’s
exposure is limited to the amount of any asset resulting from the forward contracts.
t.
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
accumulated 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 several
foreign currencies. As of December 31, 2017 and 2016, the Company had outstanding forward contracts that did not
meet the requirement for hedge accounting, in the notional amount of $ 338,053 and $ 153,318, 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 of the fair value hierarchy).
F-20
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 net gains resulting from these forward contracts recognized in financial income, net during 2017, 2016 and 2015
were $ 25,086, $ 1,822 and $ 378, respectively. The fair value of the Company’s outstanding forward contracts at
December 31, 2017 and 2016 amounted to liabilities of $ 107 and $ 10, 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 Shekel and in Euro. As of December 31, 2017
and 2016, the Company had outstanding forward contracts in the notional amount of $ 7,354 and $ 51,970,
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 of the fair value hierarchy). These contracts met the
requirement for cash flow hedge accounting and, as such, gains (losses) on the contracts are recognized initially as
component of Accumulated Other Comprehensive Income in the balance sheet and reclassified to the statement of
income in the period the related hedged items affect earnings. Any gains or losses related to the ineffective portion of
cash flow hedges are recorded immediately in financial income, net in the consolidated statements of income.. During
2017, 2016 and 2015 gains (losses) in the amount of $ 4,655, $ 120 and $ (1,585), 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, 2017 and 2016 amounted to assets of $ 267 and $ 53, respectively, and
are included in prepaid expenses and other current assets on the balance sheets.
u.
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 are 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 1,640,329, 4,232,063 and 1,594,082 for
2017, 2016 and 2015, respectively.
v.
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.
F-21
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 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. The Company recognizes forfeitures of awards as they
occur.
The Company selected the Black-Scholes-Merton option pricing model as the most appropriate model for determining
the fair value for its stock options awards and Employee Stock Purchase Plan, whereas the fair value of restricted
stock units is based on the closing 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.
The fair value of options granted and Employee Stock Purchase Plan in 2017, 2016 and 2015 is estimated at the date
of grant using the following weighted average assumptions:
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)
Year ended December 31,
2016
22.23%
1.07%
0.0%
2015
25.14%
1.59%
0.0%
2017
22.20%
1.71%
0.0%
4.76
4.65
5.59
18.21%
0.50%
0.0%
0.5
23.24%
0.16%
0.0%
0.5
21.89%
0.07%
0.0%
0.5
w.
Fair value of financial instruments:
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:
F-22
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
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.
x.
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, 2017:
Beginning balance
Other comprehensive gain (loss) before
reclassifications
Amounts reclassified from accumulated other
comprehensive income
Net current-period other comprehensive income (loss)
Ending balance
Year ended December 31, 2017
Unrealized
gains (losses)
on marketable
securities
$
(9,317)
Unrealized
gains (losses) on
cash flow hedges
67
$
Total
$ (9,250)
(6,537)
4,114
(2,997)
*) 135
(6,402)
(15,719)
$
**) (4,096)
18
85
$
(3,387)
(6,384)
$(15,634)
*)
**)
The reclassification out of accumulated other comprehensive income during the year ended December 31, 2017 for
realized losses on marketable securities are included within financial income, net.
The reclassification out of accumulated other comprehensive income during the year ended December 31, 2017 for
realized gains on cash flow hedges are included mostly within research and development expenses as well as other
operating expenses.
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.
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.
z.
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.
aa.
Impact of recently issued accounting standards:
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09,
Revenue from Contracts with Customers (Topic 606) (ASU 2014-09), which amends the existing accounting
standards for revenue recognition. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with
Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year.
The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March
2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic
606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies
the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an
entity in determining whether it controls a specified good or service before it is transferred to the customers. The new
standard further requires new disclosures about contracts with customers, including the significant judgments the
company has made when applying the guidance. Incremental costs that are related to sales from contracts signed
during the period will require capitalization. If the amortization period of those costs is one year or less, the costs are
expensed as incurred, which is a practical expedient manner permitted under the new guidance.
F-24
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 will adopt the new standard effective January 1, 2018, using the modified retrospective transition
method. The Company finalized its analysis and the adoption of this guidance will not have a material impact on its
consolidated financial statements.
In 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.
On January 1, 2017, the Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards
Update (“ASU”) No. 2016-09 (Topic 718) Compensation—Stock Compensation: Improvements to Employee Stock-
Based Payment Accounting, which simplifies several aspects of the accounting for stock-based payment transactions,
including the income tax consequences, classification of awards as either equity or liabilities, forfeiture, statutory tax
withholding requirements, and classification on the statement of cash flows.
The impact of the adoption on the Company’s Consolidated Financial Statements was as follows:
•
•
Forfeitures: The Company elected to change its accounting policy and account for forfeitures as they occur using
a modified retrospective transition method, rather than estimating forfeitures, resulting in a cumulative-effect net
of tax adjustment of $2,149, which decreased the January 1, 2017 opening retained earnings balance on the
Consolidated Balance Sheets.
Income tax accounting: ASU 2016-09 also eliminates the requirement that excess tax benefits be realized as a
reduction in current taxes payable before the associated tax benefit can be recognized as an increase in paid in
capital. Following ASU 2016-09 adoption, the Company recorded excess tax benefits and tax deficiencies
related to stock-based compensation as income tax benefit or expense in the statement of income prospectively
when share-based awards vest or are settled. Upon adoption, the Company recognized the previously
unrecognized excess tax benefits using the modified retrospective transition method, which resulted in a
cumulative-effect of $86,132, which increased the January 1, 2017 opening retained earnings.
F-25
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
• Cash flow presentation of excess tax benefits: The Company is required to classify excess tax benefits along
with other income tax cash flows as an operating activity either prospectively or retrospectively. The Company
elected to apply the change in presentation to the statements of cash flows prospectively from January 1, 2017.
Prior periods have not been adjusted and are classified as financing activity.
• Cash flow presentation of employee taxes paid: The Company is required to classify as a financing activity in its
statement of cash flows the cash paid to a tax authority when shares are withheld to satisfy the employer’s
statutory income tax withholding obligation. The Company was required to apply the change in presentation to
the statements of cash flows retrospectively and no longer classify the payments related to shares withheld for
taxes as an operating activity.
In June 2016, the FASB issued Accounting Standards Update No. 2016-13 (ASU 2016-13) “Financial Instruments-
Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” which requires the measurement
and recognition of expected credit losses for financial assets held at amortized cost. ASU 2016-13 replaces the
existing incurred loss impairment model with an expected loss methodology, which will result in more timely
recognition of credit losses. ASU 2016-13 is effective for annual reporting periods, and interim periods within those
years, beginning after December 15, 2019. The Company does not expect that this new guidance will have a material
impact on the Company’s Consolidated Financial Statements.
In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-
Entity Transfers Other than Inventory (ASU 2016-16), which requires the recognition of the income tax consequences
of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. This ASU will be effective for
annual and interim reporting periods beginning after December 15, 2017 and is to be applied on a modified
retrospective basis. The adoption of this standard will not have a material impact on the Consolidated Financial
Statements.
In January 2017, the FASB issued Accounting Standards Update No. 2017-04 (ASU 2017-04) “Intangibles-Goodwill
and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” ASU 2017-04 eliminates step two of the
goodwill impairment test and specifies that goodwill impairment should be measured by comparing the fair value of a
reporting unit with its carrying amount. Additionally, the amount of goodwill allocated to each reporting unit with a
zero or negative carrying amount of net assets should be disclosed. ASU 2017-04 is effective for annual or interim
goodwill impairment tests performed in fiscal years beginning after December 15, 2019; early adoption is permitted.
The Company does not expect that this new guidance will have a material impact on the Company’s Consolidated
Financial Statements.
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 2:- SIGNIFICANT ACCOUNTING POLICIES (Cont.)
In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805):
Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new
guidance in evaluating when a set of transferred assets and activities is a business. We will adopt the new standard
effective January 1, 2018, on a prospective basis and do not expect the standard to have a material impact on our
consolidated financial statements.
In August 2017, the FASB issued ASU No. 2017-12 (Topic 815) Derivatives and Hedging — Targeted Improvements
to Accounting for Hedging Activities, which expands an entity’s ability to hedge financial and nonfinancial risk
components and amends how companies assess effectiveness as well as changes the presentation and disclosure
requirements. The new standard is to be applied on a modified retrospective basis and is effective for interim and
annual periods beginning after December 15, 2018, with early adoption permitted. The Company is currently
evaluating the impact of adoption on the Consolidated Financial Statements.
NOTE 3:- MARKETABLE SECURITIES
Marketable securities with contractual maturities of up to one year are as follows:
2017
Gross
unrealized
gains
Gross
unrealized
losses
Amortized
cost
December 31,
Fair
value
Amortized
cost
2016
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Government and corporate
debentures - fixed interest rate
$1,026,555 $
48 $ (1,698) $1,024,905 $ 915,302 $
311 $
(446) $ 915,167
Government-sponsored
enterprises debentures
Government and corporate
debentures - floating interest
rate
112,951
1
(275)
112,677
149,972
99
(61)
150,010
27,681
$1,167,187 $
14
63 $ (1,984) $1,165,266 $1,078,521 $
13,247
27,684
(11)
16
426 $
13,263
—
(507) $1,078,440
Marketable securities with contractual maturities of over one year through five years are as follows:
2017
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
December 31,
Fair
value
Amortized
cost
2016
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Government and corporate
debentures - fixed interest rate
$1,985,849 $
384 $(15,204) $1,971,029 $1,770,641 $ 1,903 $(11,024) $1,761,520
Government-sponsored
enterprises debentures
Government and corporate
debentures - floating interest
rate
424,619
—
(4,687)
419,932
520,669
282
(4,052)
516,899
46,247
$2,456,715 $
134
17,678
17,610
518 $(19,918) $2,437,315 $2,308,920 $ 2,255 $(15,078) $2,296,097
46,354
(27)
(2)
70
F-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 3:- MARKETABLE SECURITIES (Cont.)
Investments with continuous unrealized losses for less than 12 months and 12 months or greater and their related fair values
were as follows:
Government and corporate debentures - fixed interest
rate
Government-sponsored enterprises debentures
Government and corporate debentures - floating
interest rate
Government and corporate debentures - fixed interest
rate
Government-sponsored enterprises debentures
Government and corporate debentures - floating
interest rate
Less than 12 months
Fair
value
Unrealized
losses
December 31, 2017
12 months or greater
Fair
value
Unrealized
losses
Total
Fair
Value
Unrealized
losses
$1,647,125
236,403
$ (7,318) $1,063,690
294,986
(1,281)
$ (9,585) $2,710,815
531,389
(3,681)
$ (16,903)
(4,962)
27,810
$1,911,338
(37)
—
$ (8,636) $1,358,676
—
27,810
$ (13,266) $3,270,014
(37)
$ (21,902)
Less than 12 months
Fair
value
Unrealized
losses
December 31, 2016
12 months or greater
Fair
value
Unrealized
losses
Total
Fair
Value
Unrealized
losses
$1,717,212
464,080
$ (11,440) $
(4,112)
40,465
4,999
3,000
$2,184,292
(2)
$ (15,554) $
—
45,464
$
$
(30) $1,757,677
469,079
(1)
$ (11,470)
(4,113)
—
3,000
(31) $2,229,756
(2)
$ (15,585)
As of December 31, 2017 and 2016, interest receivable amounted to $ 19,871 and $ 17,057 respectively, and is included
within other current assets in the balance sheets.
NOTE 4:- 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.
F-28
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:- FAIR VALUE MEASUREMENTS (Cont.)
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:
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
NOTE 5:- PROPERTY AND EQUIPMENT, NET
Cost:
Computers and peripheral equipment
Office furniture and equipment
Building
Leasehold improvements
Accumulated depreciation
Property and equipment, net
F-29
December 31, 2017
Fair value measurements using input type
Level 1
Level 2
Total
$58,344
$
—
$
58,344
—
—
—
—
$58,344
2,995,934
532,609
74,038
160
$3,602,741
2,995,934
532,609
74,038
160
$3,661,085
December 31, 2016
Fair value measurements using input type
Level 1
Level 2
Total
$38,072
$
—
$
38,072
—
—
—
—
$38,072
2,676,687
666,909
30,941
43
$3,374,580
2,676,687
666,909
30,941
43
$3,412,652
December 31,
2017
2016
$ 61,343
7,934
74,209
10,511
153,997
76,230
$ 77,767
$ 58,995
7,742
60,180
10,554
137,471
75,612
$ 61,859
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:- GOODWILL AND OTHER INTANGIBLE ASSETS, NET
a.
Goodwill:
There were no changes to the carrying amount of goodwill in the two years period commencing January 1, 2016
through December 31, 2017.
b.
Other intangible assets, net:
Net other intangible assets consisted of the following:
Original amount:
Core technology
Trademarks and trade names
Accumulated amortization:
Core technology
Trademarks and trade names
Other intangible assets, net:
Core technology
Trademarks and trade names
Useful
Life
8
15 – 20
December 31,
2017
2016
$17,464
25,520
42,984
6,927
17,662
24,589
10,537
7,858
$18,395
$17,464
25,520
42,984
4,743
16,086
20,829
12,721
9,434
$22,155
The estimated future amortization expense of other intangible assets as of December 31, 2017 is as follows:
2018
2019
2020
2021
2022
Thereafter
$ 3,759
3,734
3,518
3,518
2,368
1,498
$18,395
NOTE 7:- EMPLOYEES AND PAYROLL ACCRUALS
As of December 31, 2017 and 2016, employees and payroll accruals include a total amount of $ 1,194 and $ 1,842,
respectively, related to payroll accrued for the benefit of certain related parties since 2002 until 2007.
F-30
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 8:- DEFERRED REVENUES
Deferred revenues consisted of the following:
Security subscriptions
Software updates and maintenance
Other
December 31,
2017
$ 476,261
702,786
7,526
$1,186,573
2016
$ 401,764
652,156
11,664
$1,065,584
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 eight years are shown as long term deferred revenues.
NOTE 9:- ACCRUED EXPENSES AND OTHER LIABILITIES
Income taxes payable
Accrued products and licenses costs
Marketing expenses payable
Legal accrual
Other accrued expenses
December 31,
2017
$ —
70,252
16,373
53,607
36,336
$176,568
2016
$ 5,464
54,364
20,771
55,530
39,446
$175,575
NOTE 10:- 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 2026. 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, 2017, were as
follows:
2018
2019
2020
2021
2022
Thereafter
$ 7,835
4,698
3,043
2,006
1,692
3,787
$23,061
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 10:- COMMITMENTS AND CONTINGENT LIABILITIES (Cont.)
Rent expenses for the years ended December 31, 2017, 2016 and 2015, were $ 11,098, $ 10,097 and $ 8,287
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 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.
NOTE 11:- 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”) as of 2012 tax year. The election is irrevocable. Under the Preferred
Enterprise regime, a preferred income of an Enterprise located in the center of Israel is subject to tax rate of
16%.
Pursuant to Amendment 73 to the Investment Law adopted in 2017, a Company located in the Center of Israel
that meets the conditions for “Preferred Technological Enterprises”, is subject to tax rate of 12% tax rate. The
Company believes it meets those conditions.
Income not eligible for Preferred Enterprise benefits is taxed at a regular rate, as follows: 2017 – 24%, 2016 -
25% and for 2015 – 26.5%. Effective January 1, 2018 and onwards, the corporate income tax rate is reduced to
23%.
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.
F-32
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 11:- TAXES ON INCOME (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
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 and technological preferred enterprise 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, Check Point Ltd. 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 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.
The Company’s tax assessments through 2015 tax year are considered final.
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.
Tax Reform in U.S:
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions,
reduced the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018.
F-33
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 11:- TAXES ON INCOME (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
At December 31, 2017, the Company has made reasonable estimates of the effects on the existing deferred tax
balances for which provisional amounts have been recorded. The Company re-measured certain of its U.S. deferred
tax assets and liabilities, based on the rates at which they are expected to reverse in the future. The estimated tax
expense recorded related to the re-measurement of the deferred tax balance was $41,084.
The aforesaid provisional amounts are based on the Company’s initial analysis of the Act as of December 31, 2017.
Given the significant complexity of the Act, anticipated guidance from the U.S. Treasury about implementing the Act,
the potential for additional guidance from the Securities and Exchange Commission or the Financial Accounting
Standards Board related to the Act, as well as additional analysis and revisions to be conducted by the Company, these
estimates may be adjusted during 2018.
c.
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 or if distributed, no tax liability will be imposed. Undistributed earnings of foreign subsidiaries that are
not distributed amounted to $ 346,675 and unrecognized deferred tax liability related to such earning amounted to $
56,706 as of December 31, 2017.
d.
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, 2017
and 2016, the Company’s deferred taxes were in respect of the following:
F-34
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 11:- TAXES ON INCOME (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
Carry forward tax losses
Employee stock based compensation
Other
Deferred tax assets before valuation allowance
Valuation allowance – mainly in respect to carryforward losses
Deferred tax asset
Intangible assets
Undistributed earnings of subsidiary
Other
Deferred tax liability
Deferred tax asset, net
December 31,
2017
$106,481
25,117
73,048
204,646
(60,703)
143,943
(8,862)
(9,925)
(274)
(19,061)
2016
$ 188,301
30,835
81,959
301,095
(181,947)
119,148
(8,461)
(9,925)
(13)
(18,399)
$124,882
$ 100,749
The decrease in valuation allowance is mainly due to changes in statutory tax rate following the enactment of Tax
Cuts and Jobs Act and the adoption of ASU 2016-09, Improvements to Employee Share-Based Payment Accounting
ASU No. 2016-09 (Topic 718) Compensation—Stock Compensation: Improvements to Employee Stock-Based
Payment Accounting, on January 1, 2017.
Through December 31, 2017, the U.S. subsidiaries had a U.S. federal loss carry-forward of approximately $452,795
expiring beginning 2020, mainly resulting from tax benefits related to employees’ stock option exercises that can be
carried forward and offset against taxable income. Through December 31, 2017, the U.S. subsidiaries had a U.S. state
net loss carry forward of approximately $118,476, which expire between fiscal 2018 and fiscal 2024, and are subject
to limitations on their utilization. Through December 31, 2017, the U.S. subsidiaries had research and development
tax credits of approximately $19,250, which expire between fiscal 2019 and fiscal 2037 and are subject to limitations
on their utilization.
e.
Income before taxes on income is comprised as follows:
Domestic
Foreign
Year ended
December 31,
2016
$862,554
34,118
$896,672
2017
$923,744
47,202
$970,946
2015
$817,164
56,626
$873,790
F-35
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:- TAXES ON INCOME (Cont.)
f.
Taxes on income are comprised of the following:
Current
Deferred
Domestic
Foreign
Domestic taxes:
Current
Deferred
Foreign taxes:
Current
Deferred
Taxes on income
Year ended
December 31,
2016
$194,149
(22,324)
$171,825
$166,152
5,673
$171,825
Year ended
December 31,
2016
2015
$203,771
(15,847)
$187,924
$170,883
17,041
$187,924
2015
$175,522
$175,828
(9,370)
166,152
(4,945)
170,883
18,627
(12,954)
5,673
$171,825
27,943
(10,902)
17,041
$187,924
2017
$101,902
66,121
$168,023
$112,615
55,408
$168,023
2017
$ 94,340
18,275
112,615
7,562
47,846
55,408
$168,023
g.
A reconciliation of the beginning and ending amount of unrecognized tax benefits related to uncertain tax positions is
as follows:
Beginning balance
Increases related to tax positions taken during prior years
Decreases related to settlement agreements
Decreases related to expiration of statute of limitations
Increases related to tax positions taken during the current year
Ending balance
December 31,
2017
$306,677
46,520
—
(41,022)
30,729
$342,904*)
2016
$284,108
25,654
(19,871)
(5,356)
22,142
$306,677*)
*) As of December 31, 2017 and 2016 unrecognized tax benefit in an amounts of $5,451 and $6,141 were presented
net from deferred tax asset.
F-36
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 11:- TAXES ON INCOME (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
Substantially all the balance of unrecognized tax benefits, if recognized, would reduce the Company’s annual
effective tax rate.
We adjust our unrecognized tax benefit liability and income tax expense in the period in which the uncertain tax
position is effectively settled, the statute of limitations expires or when new information is available. There is a
reasonable possibility that $ 58,198 out of our unrecognized tax benefit liability will be adjusted within 12 months due
to the expiration of a statute of limitations.
During the years ended December 31, 2017, 2016 and 2015, the Company recorded $ 4,168, $ 6,025 and $ 7,534,
respectively for interest expense related to uncertain tax positions. As of December 31, 2017 and 2016, the Company
had accrued interest liability related to uncertain tax positions in the amounts of $ 25,219 and $ 21,051, respectively,
which is included within income tax accrual on the balance sheets. The Company did not accrue penalties during the
years ended December 31, 2017 and 2016.
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 2013 have 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.
h.
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-37
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 11:- TAXES ON INCOME (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
Income before taxes as reported in the statements
of income
$970,946
$896,672
$873,790
2017
Year ended December 31,
2016
2015
Statutory tax rate in Israel
Decrease in taxes resulting from:
Effect of “Preferred Enterprise” status *)
Decrease in US deferred tax due to US tax rate
change
Others, net
Effective tax rate
*) Basic earnings per share amounts of the
benefit resulting from the “Technological
preferred or Preferred Enterprise” status
Diluted earnings per share amounts of the
benefit resulting from the “Technological
preferred or Preferred Enterprise” status
24%
(11%)
4%
—
17.0%
25%
(5%)
—
(1%)
19.0%
26.5%
(7%)
—
2%
21.5%
$
$
0.68
0.66
$
$
0.26
0.26
$
$
0.31
0.30
NOTE 12:- SHAREHOLDERS’ EQUITY
a.
General:
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 August 11, 2017, the Company announced an extension to the Company’s share repurchase plan, to continue to
repurchase up to $ 250,000 of ordinary shares each quarter, up to an aggregate of $ 1,000,000. 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, 2017, the Company repurchased ordinary shares for an aggregate amount of $ 6,806,024. During
2017, 2016 and 2015 the Company repurchased 9,535,992, 12,298,434 and 12,032,899 shares for an aggregate
amount of $ 995,322, $ 987,897 and $ 985,735, respectively.
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 12:- SHAREHOLDERS’ EQUITY (Cont.)
c.
Stock Options, RSU’s and PSU’s:
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 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, commencing December 31, 2014, on
December 31st of each year, the number of Reserved and Authorized Shares (as defined below) under both Equity
Incentive 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 Incentive 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 Incentive Plans for outstanding options, RSUs, PSUs and
other awards granted under the Equity Incentive Plans as of such date, and (ii) the number of ordinary shares reserved,
authorized and available for issuance under the Equity Incentive Plans on such date.
F-39
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 12:- SHAREHOLDERS’ EQUITY (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
As of December 31, 2017, the number of Reserved and Authorized Shares under the Equity Incentive Plans is as
detailed below:
Stock Options outstanding
RSU outstanding
PSU outstanding
Ordinary shares available for issuance under the Equity Incentive Plans
Total Reserved and Authorized Shares as of December 31, 2017
2017
Number in
thousands
13,142
893
175
1,693
15,903
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, 2017
Exercisable at December 31, 2017
Weighted
average
exercise
price
2017
$ 66.54
$109.36
$ 56.87
$ 75.97
$ 66.45
Aggregate
intrinsic
value
$225,384
$381,022
$299,045
Options in
thousands
12,578
2,465
(1,901)
13,142
7,932
The total intrinsic value of options exercised during the years 2017, 2016 and 2015 was $ 95,707, $ 112,989 and $
131,603, respectively.
The weighted average fair values at grant date of options granted for the years ended December 31, 2017, 2016 and
2015; with an exercise price equal to the market value at the date of grant were $ 25.00, $ 17.14 and $ 22.39,
respectively.
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 12:- SHAREHOLDERS’ EQUITY (Cont.)
A summary of the Company’s RSUs activity is as follows:
Unvested at beginning of year
Granted
Vested
Forfeited
Unvested the end of the year
Year ended
December 31,
2017
Number in thousands
937
397
(340)
(101)
893
The weighted average fair values at grant date of RSUs granted for the years ended December 31, 2017, 2016 and
2015 were $ 103.5, $ 80.73 and $ 83.23, respectively.
The total fair value of shares vested during the years 2017, 2016 and 2015 was $ 35,824, $ 22,772 and $ 22,485,
respectively.
A summary of the Company’s PSUs activity is as follows:
Unvested at beginning of year
Granted
Vested
Forfeited
Unvested the end of the year
Year ended
December 31,
2017
Number in thousands
195
87
(59)
(48)
175
The weighted average fair values at grant date of PSUs granted for the year ended December 31, 2017 and 2016 were
$ 104.38 and $ 82.01, respectively.
The total fair value of shares vested during 2017 was $6,241, during 2016 was $ 3,056 and during 2015 was $ 1,523.
As of December 31, 2017, the Company had approximately $ 153,469 of unrecognized compensation expense related
to non-vested stock options and non-vested RSU’s and PSU’s, expected to be recognized over a weighted average
period of 1.84 years.
F-41
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:- SHAREHOLDERS’ EQUITY (Cont.)
d.
Employee Stock Purchase Plan (“ESPP”):
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, 2017, 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. As of December 31, 2017, 519,521 ordinary shares had been issued under the amended ESPP plan.
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 2017, 2016 and 2015, employees purchased 346,241, 311,257 and 277,571 ordinary shares at average prices of
$ 73.47, $ 66.08 and $ 60.99 per share, respectively.
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, 2017, 2016 and 2015, the Company recognized $ 6,656, $ 5,432 and $ 4,517,
respectively, of compensation expense in connection with the ESPP.
e.
Stock-Based Compensation
Stock-based compensation expense related to stock options, RSUs and PSUs is included in the consolidated
statements of operations as follows (in thousands):
Cost of revenues
Research and development
Selling and marketing
General and administrative
Year ended
December 31,
2016
$ 2,153
12,718
19,168
48,693
$82,732
2017
$ 2,741
16,233
18,278
50,207
$87,459
2015
$ 1,585
11,544
16,351
46,822
$76,302
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 13:- 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
2017
$802,923
162,720
Year ended December 31,
2016
$724,847
170,155
2015
$685,866
179,218
3,942
3,141
4,401
166,662
4.93
$
4.82
$
173,296
4.26
$
4.18
$
183,619
3.83
$
3.74
$
NOTE 14:- 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, 2017, 2016 and 2015, and property and
equipment, net as of December 31, 2017 and 2016, by geographic area:
1.
Revenues based on the channel partners’ location:
Americas, principally U.S.
Europe
Asia-Pacific, Middle-East and Africa
2017
$ 871,297
674,987
308,374
$1,854,658
Year ended
December 31,
2016
$ 847,458
627,524
266,319
$1,741,301
2015
$ 791,568
595,850
242,420
$1,629,838
F-43
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 14:- GEOGRAPHIC INFORMATION AND SELECTED STATEMENTS OF INCOME DATA (Cont.)
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
2.
Property and equipment, net:
Israel
U.S.
Rest of the world
December 31,
2017
$71,655
2,782
3,330
$77,767
2016
$56,682
2,952
2,225
$61,859
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, 2017, 2016 and 2015 by product lines:
Product and licenses:
Network security Gateways
Other *)
Security subscriptions
Software updates and maintenance
Total revenues
2017
$ 506,057
52,969
559,026
480,352
815,280
$1,854,658
Year ended
December 31,
2016
$ 516,254
56,710
572,964
389,885
778,452
$1,741,301
2015
$ 485,778
70,014
555,792
318,624
755,422
$1,629,838
*)
Comprised of Endpoint security, Mobile security and Security management products, each comprising of less than 10% of
products and licenses revenues.
F-44
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
U.S. dollars in thousands (except share and per share data)
NOTE 14:- GEOGRAPHIC INFORMATION AND SELECTED STATEMENTS OF INCOME DATA (Cont.)
c.
Financial income, net:
Financial income:
Interest income
Realized gain on sale of marketable securities, net
Financial expense:
Amortization of marketable securities premium and accretion of
discount, net
Realized loss on sale of marketable securities, net
Foreign currency re-measurement loss
Others
F-45
Year ended
December 31,
2016
$69,425
2,993
72,418
23,388
—
2,658
1,970
28,016
$44,402
2017
$74,900
—
74,900
20,012
176
5,555
2,128
27,871
$47,029
2015
$67,581
16
67,597
29,622
—
485
3,417
33,524
$34,073
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:
By:
/s/ Gil Shwed
Gil Shwed
Chief Executive Officer
/s/ Tal Payne
Tal Payne
Chief Financial Officer
Date: April 27, 2018
Exhibit 4.5
CHECK POINT SOFTWARE TECHNOLOGIES LTD.
EMPLOYEE STOCK PURCHASE PLAN (NON-U.S. EMPLOYEES)
I.
PURPOSE OF THE PLAN
This Employee Stock Purchase Plan is intended to promote the interests of Check Point Software Technologies Ltd. by
providing eligible employees with the opportunity to acquire a proprietary interest in the Corporation through participation in a payroll-
deduction based employee stock purchase plan.
Capitalized terms herein shall have the meanings assigned to such terms in the attached Appendix.
II. ADMINISTRATION OF THE PLAN
The Plan Administrator shall have full authority to interpret and construe any provision of the Plan and to adopt such rules
and regulations for administering the Plan as it may deem necessary in order to comply with the requirements of applicable law.
Decisions of the Plan Administrator shall be final and binding on all parties having an interest in the Plan.
III. SHARES SUBJECT TO PLAN
A. The Shares purchasable under the Plan shall be shares of authorized but unissued or reacquired Ordinary Shares,
including Ordinary Shares purchased on the open market. The maximum number of Ordinary Shares which may be issued over the term
of the Plan shall not exceed 1,000,000 Ordinary Shares (subject to adjustment).
B. Should any change be made to the Ordinary Shares by reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares or other change affecting the outstanding Ordinary Shares as a class without the
Corporation’s receipt of consideration, appropriate adjustments shall be made to (i) the maximum number and class of securities
issuable under the Plan, (ii) the maximum number and class of securities purchasable per Participant on any one Purchase Date and
(iii) the number and class of securities and the price per share in effect under each outstanding purchase right in order to prevent the
dilution or enlargement of benefits thereunder.
IV. PURCHASE PERIODS
A. Ordinary Shares shall be offered for purchase under the Plan through a series of purchase periods until such time as (i) the
maximum number of Ordinary Shares available for issuance under the Plan shall have been purchased or (ii) the Plan shall have been
sooner terminated.
B. Each purchase period shall be of such duration (generally not to exceed six (6) months) as determined by the Plan
Administrator prior to the start date. The initial purchase period shall commence on February 1, 2016 and terminate on the last business
day in July 2016. The next purchase period shall commence on the first business day in August 2016, and subsequent purchase periods
shall commence every six months thereafter or on such other date as designated by the Plan Administrator. In no event may a purchase
period have a duration in excess of twenty-seven (27) months.
1
V. ELIGIBILITY
A. Each Eligible Employee shall be eligible to enter a purchase period under the Plan on the start date of the Purchase
Period, provided he or she remains an Eligible Employee on such start date.
B. To participate in the Plan for a particular purchase period, the Eligible Employee must complete the enrollment forms
prescribed by the Plan Administrator (including a stock purchase agreement and a payroll deduction authorization form) and file such
forms with the Plan Administrator (or its designate) on or before the start date for the purchase period.
VI. PAYROLL DEDUCTIONS
A. The payroll deduction authorized by the Participant for purposes of acquiring Ordinary Shares under the Plan may be any
multiple of one percent (1%) of the Cash Compensation paid to the Participant during the Purchase Period, up to a maximum of fifteen
percent (15%). The deduction rate so authorized shall continue in effect for each subsequent Purchase Period, except to the extent such
rate is changed in accordance with the following guidelines:
(i) The Participant may, at any time during an open trading window of a purchase period, reduce his or her rate of
payroll deduction to become effective as soon as possible after filing the appropriate form with the Plan Administrator. The Participant
may not, however, effect more than one (1) such reduction per Purchase Period. ESPP deductions can be terminated at any time.
(ii) The Participant may, prior to the commencement of any new Purchase Period, increase the rate of his or her
payroll deduction by filing the appropriate form with the Plan Administrator. The new rate (which may not exceed the fifteen percent
(15%) maximum) shall become effective as of the start date of the Purchase Period following the filing of such form.
B. Payroll deductions shall begin on the first pay day following the start date for the Purchase Period and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or immediately prior to the last day of that Purchase Period.
The amounts so collected shall be credited to the Participant’s book account under the Plan, but no interest shall be paid on the balance
from time to time outstanding in such account. The amounts collected from the Participant shall not be held in any segregated account
or trust fund and may be commingled with the general assets of the Corporation and used for general corporate purposes.
C. Payroll deductions shall automatically cease upon the termination of the Participant’s purchase right in accordance with
the provisions of the Plan.
2
D. The Participant’s acquisition of Ordinary Shares under the Plan on any Purchase Date shall neither limit nor require the
Participant’s acquisition of Ordinary Shares on any subsequent Purchase Date, whether within the same or a different offering period.
VII. PURCHASE RIGHTS
A. Grant of Purchase Right. A Participant shall be granted a separate purchase right for each Purchase Period in which he
or she participates. The purchase right shall be granted on the start date for the Purchase Period and shall provide the Participant with
the right to purchase Ordinary Shares on the Purchase Date for such Purchase Period, upon the terms set forth below. The Participant
shall execute a share purchase agreement embodying such terms and such other provisions (not inconsistent with the Plan) as the Plan
Administrator may deem advisable.
B. Exercise of the Purchase Right. Each purchase right shall be automatically exercised on the Purchase Date and Ordinary
Shares shall accordingly be purchased on behalf of each Participant (other than any Participant whose payroll deductions have
previously been refunded in accordance with the Termination of Purchase Right provisions below) on each such Purchase Date. The
purchase shall be effected by applying the Participant’s payroll deductions for the Purchase Period ending on such Purchase Date
(together with any carryover deductions from the preceding Purchase Period) to the purchase of whole Ordinary Shares (subject to the
limitation on the maximum number of shares purchasable per Participant on any one Purchase Date) at the purchase price in effect for
the Participant for that Purchase Date.
C. Purchase Price. The purchase price per share at which Ordinary Shares will be purchased on the Participant’s behalf on
each Purchase Date shall be equal to eighty-five percent (85%) of the lower of (i) the Fair Market Value per Ordinary Share on the start
date for the Purchase Period or (ii) the Fair Market Value per Ordinary Share on that Purchase Date.
D. Number of Purchasable Shares. The number of Ordinary Shares purchasable by a Participant on each Purchase Date
shall be the number of whole shares obtained by dividing the amount collected from the Participant through payroll deductions during
the Purchase Period ending with that Purchase Date (together with any carryover deductions from the preceding Purchase Period) by the
purchase price in effect for the Participant for that Purchase Date. However, the maximum number of Ordinary Shares purchasable per
Participant on any one Purchase Date shall not exceed 1,250 Ordinary Shares, subject to periodic adjustments in the event of certain
changes in the Corporation’s capitalization.
E. Excess Payroll Deductions. Any payroll deductions not applied to the purchase of Ordinary Shares on any Purchase Date
because they are not sufficient to purchase a whole Ordinary Share shall be held for the purchase of Ordinary Shares on the next
Purchase Date. However, any payroll deductions not applied to the purchase of Ordinary Shares by reason of the limitation on the
maximum number of shares purchasable by the Participant on the Purchase Date shall be promptly refunded.
3
F. Termination of Purchase Right. The following provisions shall govern the termination of outstanding purchase rights:
(i) A Participant may, at any time prior to the next Purchase Date, terminate his or her outstanding purchase right by
filing the appropriate form with the Plan Administrator (or its designate), and no further payroll deductions shall be collected from the
Participant with respect to the terminated purchase right. Any payroll deductions collected during the Purchase Period in which such
termination occurs shall, at the Participant’s election, be immediately refunded or held for the purchase of shares on the next Purchase
Date. If no such election is made at the time such purchase right is terminated, then the payroll deductions collected with respect to the
terminated right shall be refunded as soon as possible.
(ii) The termination of such purchase right shall be irrevocable, and the Participant may not subsequently rejoin the
Purchase Period for which the terminated purchase right was granted. In order to resume participation in any subsequent Purchase
Period, such individual must re-enroll in the Plan (by making a timely filing of the prescribed enrollment forms) on or before the start
date for that Purchase Period.
(iii) Should the Participant cease to remain an Eligible Employee for any reason (including death, disability or change
in status) while his or her purchase right remains outstanding, then that purchase right shall immediately terminate, and all of the
Participant’s payroll deductions for the Purchase Period in which the purchase right so terminates shall be immediately refunded.
However, should the Participant cease to remain in active service by reason of an approved unpaid leave of absence, then the Participant
shall have the election, exercisable up until the last business day of the Purchase Period in which such leave commences, to
(a) withdraw all the funds in the Participant’s payroll account at the time of the commencement of such leave or (b) have such funds
held for the purchase of shares at the end of such Purchase Period. In no event, however, shall any further payroll deductions be added
to the Participant’s account during such leave. Upon the Participant’s return to active service, his or her payroll deductions under the
Plan shall automatically resume at the rate in effect at the time the leave began, provided the Participant returns to service prior to the
expiration date of the purchase period in which such leave began.
G. Corporate Transaction. Each outstanding purchase right shall automatically be exercised, immediately prior to the
effective date of any Corporate Transaction, by applying the payroll deductions of each Participant for the Purchase Period in which
such Corporate Transaction occurs to the purchase of whole Ordinary Shares at a purchase price per share equal to eighty-five percent
(85%) of the lower of (i) the Fair Market Value per Ordinary Share on the start date for the Purchase Period in which such Corporate
Transaction occurs or (ii) the Fair Market Value per Ordinary Share immediately prior to the effective date of such Corporate
Transaction. However, the applicable limitation on the number of Ordinary Shares purchasable per Participant shall continue to apply to
any such purchase.
The Corporation shall use its best efforts to provide at least ten (10)-days prior written notice of the occurrence of any
Corporate Transaction, and Participants shall, following the receipt of such notice, have the right to terminate their outstanding purchase
rights prior to the effective date of the Corporate Transaction.
4
H. Proration of Purchase Rights. Should the total number of Ordinary Shares which are to be purchased pursuant to
outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the Plan, the Plan
Administrator shall make a pro-rata allocation of the available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate purchase price payable for the Ordinary Shares pro-rated to such
individual, shall be refunded.
I. Assignability. During the Participant’s lifetime, the purchase right shall be exercisable only by the Participant and shall
not be assignable or transferable by the Participant.
J. Shareholder Rights. A Participant shall have no shareholder rights with respect to the shares subject to his or her
outstanding purchase right until the shares are purchased on the Participant’s behalf in accordance with the provisions of the Plan and
the Participant has become a holder of record of the purchased shares.
VIII. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on October 29, 2015 and became effective at the Effective Time.
B. Unless sooner terminated by the Board, the Plan shall terminate upon the earliest of (i) the last business day in January
2036, (ii) the date on which all Shares available for issuance under the Plan shall have been sold pursuant to purchase rights exercised
under the Plan or (iii) the date on which all purchase rights are exercised in connection with a Corporate Transaction. No further
purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the Plan following its
termination.
IX. AMENDMENT OF THE PLAN
The Board may alter, amend, suspend or discontinue the Plan at any time to become effective immediately following the
close of any Purchase Period.
X. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan shall be paid by the Corporation.
B. Nothing in the Plan shall confer upon the Participant any right to continue in the employ of the Corporation or any
Corporate Affiliate for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Corporation (or
any Corporate Affiliate employing such person) or of the Participant, which rights are hereby expressly reserved by each, to terminate
such person’s employment at any time for any reason, with or without cause.
C. The provisions of the Plan shall be governed by the laws of Israel without resort to Israel’s conflict-of-laws rules.
5
Schedule A
Corporations Participating in
Employee Stock Purchase Plan
As of the Effective Time
Check Point Software Technologies Ltd.
Check Point Software Technologies (Australia) PTY Ltd.
Check Point Software Technologies (Hong Kong) Ltd.
Check Point Software Technologies GmbH
Check Point Yazilim Teknolojileri Pazarlama A.S.
Check Point Software Technologies (Poland) Sp.z.o.o
Check Point Software Technologies B.V.
Check Point Software Technologies (Japan) Ltd.
Check Point Software (Canada) Technologies Inc.
The following definitions shall be in effect under the Plan:
A. Board shall mean the Corporation’s Board of Directors.
APPENDIX
B. Cash Compensation shall mean the (i) regular base salary paid to a Participant by one or more Participating Corporations
during such individual’s period of participation in the Plan, plus (ii) any pre-tax contributions made by the Participant to any salary
deferral plan or any benefit program now or hereafter established by the Corporation or any Corporate Affiliate, plus (iii) all of the
following amounts to the extent paid in cash: overtime payments, bonuses, commissions, profit-sharing distributions and other
incentive-type payments. However, Eligible Earnings shall not include any contributions made on the Participant’s behalf by the
Corporation or any Corporate Affiliate to any deferred compensation plan or welfare benefit program now or hereafter established.
C. Check Point Subsidiaries shall mean any of the subsidiaries of the Corporation listed in Schedule A to the Plan, as may
be updated by the Plan Administrator from time to time.
D. Corporate Affiliate shall mean any parent or subsidiary corporation of the Corporation, whether now existing or
subsequently established.
E. Corporate Transaction shall mean either of the following shareholder-approved transactions to which the Corporation is
a party:
(i) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting
power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those
securities immediately prior to such transaction, or
liquidation or dissolution of the Corporation.
(ii) the sale, transfer or other disposition of all or substantially all of the assets of the Corporation in complete
F. Corporation shall mean Check Point Software Technologies Ltd., an Israeli corporation, and any corporate successor to
all or substantially all of the assets or voting shares of Check Point Software Technologies Ltd. which shall by appropriate action adopt
the Plan.
G. Effective Time shall mean February 1, 2016. Any Corporate Affiliate which becomes a Participating Corporation after
such Effective Time shall designate a subsequent Effective Time with respect to its employee-Participants.
H. Eligible Employee shall mean any person who is employed by the Corporation or a Check Point Subsidiary on a full time
basis.
A-1
I. Fair Market Value per Ordinary Share on any relevant date shall be determined in accordance with the following
provisions:
(i) If the Ordinary Shares are at the time traded on the Nasdaq National Market, then the Fair Market Value shall be
the closing selling price per Ordinary Share on the date in question, as such price is reported by the National Association of Securities
Dealers on the Nasdaq National Market or any successor system. If there is no closing selling price for the Ordinary Shares on the date
in question, then the Fair Market Value shall be the closing selling price on the last preceding date for which such quotation exists.
(ii) If the Ordinary Shares are at the time listed on any Stock Exchange, then the Fair Market Value shall be the
closing selling price per Ordinary Share on the date in question on the Stock Exchange determined by the Plan Administrator to be the
primary market for the Ordinary Shares, as such price is officially quoted in the composite tape of transactions on such exchange. If
there is no closing selling price for the Ordinary Shares on the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.
J. Ordinary Shares shall mean the Corporation’s Ordinary Shares, NIS 0.01 nominal value.
K. Participant shall mean any Eligible Employee of a Participating Corporation who is actively participating in the Plan.
L. Participating Corporation shall mean the Corporation, the Check Point Subsidiaries and such Corporate Affiliate or
Affiliates as may be authorized from time to time by the Board to extend the benefits of the Plan to their Eligible Employees. The
Participating Corporations in the Plan as of the Effective Time are listed in attached Schedule A.
M. Plan Administrator shall mean the committee of two (2) or more Board members appointed by the Board to administer
the Plan.
N. Plan shall mean the Corporation’s Employee Stock Purchase Plan, as set forth in this document.
O. Purchase Date shall mean the last business day of each Purchase Period.
P. Purchase Period shall mean each successive period within the offering period at the end of which there shall be
purchased Ordinary Shares on behalf of each Participant.
Q. Stock Exchange shall mean either the Nasdaq Global Select Market or the New York Stock Exchange.
A-2
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 27, 2018
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 27, 2018
By: /s/ Tal Payne
Tal Payne
Chief Financial Officer
Exhibit 13
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)
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, 2017
(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 27, 2018
Date: April 27, 2018
By: /s/ Gil Shwed
Gil Shwed
Chief Executive Officer
By: /s/ Tal Payne
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, 333-207335 and 333-211113) of our reports dated April 27, 2018, 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,
2017.
Tel-Aviv, Israel
April 27, 2018
/s/ KOST FORER GABBAY & KASIERER
KOST FORER GABBAY & KASIERER
A Member of EY Global
Exhibit 15