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Dynatrace, Inc. - Annual Report: 2024 (Form 10-K)


See accompanying notes to consolidated financial statements
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DYNATRACE, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
Fiscal Year Ended March 31,
202420232022
Revenue:
Subscription$ $ $ 
Service   
Total revenue   
Cost of revenue:
Cost of subscription   
Cost of service   
Amortization of acquired technology   
Total cost of revenue   
Gross profit   
Operating expenses:
Research and development   
Sales and marketing   
General and administrative   
Amortization of other intangibles   
Total operating expenses   
Income from operations   
Interest income (expense), net ()()
Other (expense) income, net()  
Income before income taxes   
Income tax (expense) benefit
() ()
Net income$ $ $ 
Net income per share:
Basic$ $ $ 
Diluted$ $ $ 
Weighted average shares outstanding:
Basic   
Diluted   

See accompanying notes to consolidated financial statements
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DYNATRACE, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Fiscal Year Ended March 31,
202420232022
Net income$ $ $ 
Other comprehensive loss
Foreign currency translation adjustment()()()
Unrealized losses on available-for-sale investments, net of taxes()  
Total other comprehensive loss()()()
Comprehensive income $ $ $ 

See accompanying notes to consolidated financial statements
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DYNATRACE, INC.
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(In thousands)
Common SharesAdditional
Paid-In Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
Loss
Shareholders’ Equity
SharesAmount
Balance, March 31, 2021 $ $ $()$()$ 
Other comprehensive loss()()
Restricted stock units vested  () 
Restricted stock awards forfeited()— — 
Issuance of common stock related to employee stock purchase plan    
Exercise of stock options    
Share-based compensation  
Equity repurchases()()
Net income  
Balance, March 31, 2022 $ $ $()$()$ 
Other comprehensive loss()()
Restricted stock units vested  () 
Restricted stock awards forfeited()— — 
Issuance of common stock related to employee stock purchase plan —   
Exercise of stock options    
Share-based compensation  
Equity repurchases()()
Net income  
Balance, March 31, 2023 $ $ $()$()$ 
Other comprehensive loss()()
Restricted stock units vested  () 
Restricted stock awards granted — — 
Issuance of common stock related to employee stock purchase plan    
Exercise of stock options    
Share-based compensation  
Net income  
Balance, March 31, 2024 $ $ $()$()$ 

See accompanying notes to consolidated financial statements
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DYNATRACE, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Fiscal Year Ended March 31,
202420232022
Cash flows from operating activities:
Net income$ $ $ 
Adjustments to reconcile net income to cash provided by operations:
Depreciation   
Amortization   
Share-based compensation   
Loss on extinguishment of debt   
Deferred income taxes()()()
Other   
Net change in operating assets and liabilities:
Accounts receivable()()()
Deferred commissions()()()
Prepaid expenses and other assets() ()
Accounts payable and accrued expenses   
Operating leases, net   
Deferred revenue   
Net cash provided by operating activities   
Cash flows from investing activities:
Purchase of property and equipment()()()
Capitalized software additions()  
Acquisition of businesses, net of cash acquired() ()
Purchases of investments()  
Net cash used in investing activities()()()
Cash flows from financing activities:
Repayment of term loans ()()
Debt issuance costs () 
Proceeds from employee stock purchase plan   
Proceeds from exercise of stock options   
Equity repurchases ()()
Net cash provided by (used in) financing activities ()()
Effect of exchange rates on cash and cash equivalents()()()
Net increase in cash and cash equivalents   
Cash and cash equivalents, beginning of year   
Cash and cash equivalents, end of year$ $ $ 
Supplemental cash flow data:
Cash paid for interest$ $ $ 
Cash paid for tax (received from), net$ $()$ 
Non-cash investing and financing activities:
Capitalized software additions in accounts payable and accrued expenses$   
See accompanying notes to consolidated financial statements
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DYNATRACE, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1.    
2.    
operating segment. The Company’s chief operating decision maker is its chief executive officer, who reviews financial information presented on a consolidated basis, for purposes of making operating decisions, assessing financial performance and allocating resources.
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. The period of benefit has been determined by taking into consideration the duration of customer contracts, the life of the technology, renewals of maintenance and other factors. Sales commissions for renewal contracts are deferred and then amortized on a straight-line basis over a period of benefit which the Company has estimated to be . Amortization expense is included in “Sales and marketing” expenses on the consolidated statements of operations.
The Company periodically reviews these deferred costs to determine whether events or changes in circumstances have occurred that could impact the period of benefit of these deferred commissions. There were impairment losses recorded during the periods presented.
Deferred revenue
Deferred revenue consists primarily of billed subscription and maintenance fees related to the future service period of subscription and maintenance agreements in effect at the reporting date. Deferred licenses are also included in deferred revenue for those billed arrangements that are being recognized over time. Short-term deferred revenue represents the unearned revenue that will be earned within 12 months of the balance sheet date; whereas, long-term deferred revenue represents the unearned revenue that will be earned after 12 months from the balance sheet date.
Payment terms
Payment terms and conditions vary by contract type, although the Company’s terms generally include a requirement of payment within to days. In instances where the timing of revenue recognition differs from the timing of payment, the Company has determined that its contracts do not include a significant financing component. The primary purpose of invoicing terms is to provide customers with simplified and predictable ways of purchasing products and services, not to receive financing from customers or to provide customers with financing.
Contract modifications
Contract modifications are assessed to determine (i) if the additional goods and services are distinct from the goods and services in the original arrangement; and (ii) if the amount of the consideration expected for the added goods and services reflects the stand alone selling price of those goods and services, as adjusted for contract-specific circumstances. The Company’s additional goods and services offered have historically been distinct. A contract modification meeting both criteria is accounted for as a separate contract. A contract modification not meeting both criteria is considered a change to the original contract, which the Company accounts for on a prospective basis as the termination of the existing contract and the creation of a new contract.
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Advertising expense was $ million, $ million, and $ million during the years ended March 31, 2024, 2023 and 2022, respectively.
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As of March 31, 2024, there was one customer with a balance greater than 10% of accounts receivable. No customer represented more than 10% of the accounts receivable balance as of March 31, 2023 or 10% of revenue for the years ended March 31, 2024, 2023 and 2022.
Based on the evaluation of available evidence, the Company does not believe any unrealized losses on its investments as of March 31, 2024 represent credit losses.
Allowance for credit losses was $ million and $ million as of March 31, 2024 and 2023, respectively.
- yearsFurniture and fixtures
- years
Leasehold improvements
Lesser of years or the lease term
reporting unit.
Intangible assets consist primarily of customer relationships, developed technology, tradenames and trademarks, all of which have a finite useful life. Intangible assets are amortized based on either the pattern in which the economic benefits of the intangible assets are estimated to be realized or on a straight-line basis, which approximates the manner in which the economic benefits of the intangible asset will be consumed.
There was impairment of goodwill during the years ended March 31, 2024, 2023 and 2022.
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depending on the project.
During the year ended March 31, 2024, the Company entered into a license agreement with an application security provider, resulting in $ million of capitalized costs related to software developed for internal use. During the years ended March 31, 2023 and 2022, the Company did capitalize costs for software developed for internal use. Amortization of software developed for internal use was $ million, $ million, and $ million during the years ended March 31, 2024, 2023 and 2022, respectively, and is recorded within “Cost of subscription” in the consolidated statements of operations.
The Company has t incurred any impairment losses during the years ended March 31, 2024, 2023 and 2022.
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3.    
  %$  %$  %Europe, Middle East and Africa  %  %  %Asia Pacific  %  %  %Latin America  %  %  %Total revenue$ $ $ 
For the years ended March 31, 2024, 2023, and 2022, the United States was the only country that represented more than 10% of the Company’s revenues in any period, constituting $ million and %, $ million and %, and $ million and % of total revenue, respectively.
Deferred commissions
 $ $ Additions to deferred commissions   Amortization of deferred commissions()()()Ending balance$ $ $ 
Deferred revenue
Revenue recognized during the years ended March 31, 2024, 2023, and 2022 which was included in the deferred revenue balances at the beginning of each respective period was $ million, $ million, and $ million.
Remaining performance obligations
As of March 31, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $ million, which consists of both billed consideration in the amount of $ million and unbilled consideration in the amount of $ million that the Company expects to recognize as subscription and service revenue. The Company expects to recognize % of this amount as revenue in the year ending March 31, 2025 and the remainder thereafter.
Contract assets
As of March 31, 2024 and March 31, 2023, contract assets of $ million and $ million, respectively, are included in accounts receivable, net, on the Company’s consolidated balance sheets.
4.    
% of the outstanding equity of Rookout, Ltd. (“Rookout”). Rookout is a provider of enterprise-ready and privacy-aware solutions that enable developers to troubleshoot and debug actively running code in Kubernetes-hosted cloud-native applications. This acquisition expanded the Company’s unified observability and security platform from the addition of Rookout’s technology and experienced team. The purchase consideration of Rookout was $ million, after considering certain adjustments, and was paid from cash on hand.
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    Accounts receivable, prepaid and other assets    Property and equipment    Intangible asset Total assets acquired$ Liabilities assumed:   Accounts payable, accrued and other liabilities    Deferred revenue Total liabilities assumed$ Net assets acquired Fair value of consideration transferred Goodwill$ 
These preliminary amounts are subject to subsequent adjustment as additional information is obtained to finalize certain components of working capital and deferred income taxes.
Goodwill is primarily attributable to expected synergies and acquired skilled workforce. The goodwill was allocated to the Company’s reporting unit. The Company identified developed technology as the sole acquired intangible asset. The estimated fair value of the developed technology was $ million, which was based on a valuation using the income approach and was classified as capitalized software on the consolidated balance sheet. The estimated useful life of the developed technology is . The acquired goodwill and intangible asset were not deductible for tax purposes.
The operating results of Rookout from the date of acquisition have been included in the Company’s consolidated statements of operations. The revenue and net loss attributable to Rookout for the year ended March 31, 2024 was not material. The transaction costs related to the Rookout acquisition were $ million for the year ended March 31, 2024 and are included in general and administrative expense on the consolidated statements of operations.
Runecast Solutions Limited
On March 1, 2024, the Company acquired a % equity interest in Runecast Solutions Limited (“Runecast”). Runecast is a provider of software solutions that provide insights for security compliance, vulnerability assessment, and configuration management for complex, on-premises, hybrid and multi-cloud IT environments. This acquisition expanded the Company’s unified observability and security platform from the addition of Runecast’s technology and experienced team.
The preliminary purchase consideration consisted of $ million cash paid at closing and $ million in deferred cash payments. The deferred cash payments will be held by the Company to satisfy indemnification obligations and post-closing purchase price adjustments payable within months after the acquisition date.
In connection with the acquisition of Runecast, per the purchase agreement, $ million of RSAs will be issued to the previous owners subject to continuing employment and certain indemnification clauses. The RSAs are considered share-based compensation expense and $ million was recognized in fiscal 2024.
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    Accounts receivable, prepaid and other assets    Property and equipment    Intangible assets Other non-current assets Total assets acquired$ Liabilities assumed:   Accounts payable, accrued and other liabilities    Deferred revenue Other non-current liabilities Total liabilities assumed$ Net assets acquired Fair value of consideration transferred Goodwill$ 
The preliminary fair value of assets acquired and liabilities assumed may change as additional information is received during the measurement period.
Goodwill is primarily attributable to expected synergies and acquired skilled workforce. The goodwill was allocated to the Company’s reporting unit. The Company identified developed technology and customer relationships as the acquired intangible assets. The estimated fair value of the developed technology and customer relationships was $ million and $ million, respectively, which was based on a valuation using the income approach. The estimated useful lives of the developed technology and customer relationships is and , respectively. The acquired goodwill and intangible assets were not deductible for tax purposes.
The operating results of Runecast from the date of acquisition have been included in the Company’s consolidated statements of operations. The revenue and net loss attributable to Runecast for the year ended March 31, 2024 was not material. The transaction costs related to the Runecast acquisition were $ million for the year ended March 31, 2024 and are included in the general and administrative expense on the consolidated statement of operations.
Fiscal 2022 Acquisitions
million. As a result, the Company recognized goodwill of $ million and intangible assets of $ million related to technology with an estimated useful life of . Goodwill generated from the acquisitions was attributable to increased synergies that are expected to be achieved from the integration of the acquired developed technology into the Dynatrace platform, and was not deductible for tax purposes. The results of operations of the acquired entities have been included within the Company’s consolidated statements of operations from the acquisition date. The acquisitions were not material to the consolidated financial statements. The allocated purchase price of the acquisitions were finalized during fiscal 2023.
5.     
 $ $()$ 
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 Due in one year through five years    Total$ 
Beginning in January 2024, the Company offers the ability to participate in a non-qualified deferred compensation plan to certain eligible employees. The Company holds $ million of mutual funds that are associated with this plan and are classified as restricted trading securities. These securities are not included in the tables above but are included as investments in the consolidated balance sheets.
 $ $ $ U.S. treasury securities    Investments:$ $ Customer relationships  Trademarks and tradenames  Total intangible assets  Less: accumulated amortization()()Total intangible assets, net$ $ 
Amortization of intangible assets totaled $ million, $ million, and $ million for the years ended March 31, 2024, 2023, and 2022, respectively.
 $ $ $ $ $ Customer relationships      Trademarks and tradenames      Total amortization$ $ $ $ $ $ 
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9.    
 $ $()Foreign   Total$ $ $  $ $ State()  Foreign   Total current tax position   Deferred tax provision:Federal()()()State()() Foreign()()()Total deferred tax provision()()()Total income tax expense (benefit)$ $()$ % for the years ended March 31, 2024, 2023 and 2022 to pre-tax income, as a result of the following (in thousands):
Fiscal Year Ended March 31,
202420232022
Income tax expense at U.S. federal statutory income tax rate$ $ $ 
State and local tax expense (benefit)  ()
Foreign tax rate differential   
U.S. effects of foreign branch income   
Non-deductible expenses   
Tax credits()()()
GILTI inclusion and FDII deduction()()()
Employee compensation() ()
Changes in uncertain tax positions()  
Changes in valuation allowance () 
Foreign withholding tax   
Effects of changes in tax laws() ()
Inflation and currency related adjustments ()()
Other adjustments()()()
Total income tax expense (benefit) $ $()$ 
Deferred tax assets and liabilities
As of March 31, 2024, the Company continues to maintain a valuation allowance of $ million with respect to certain U.S. federal and state deferred tax assets that, due to their nature, are not likely to be realized. In addition, the Company continues to maintain a valuation allowance of $ million with respect to its deferred tax assets in certain non-U.S. jurisdictions. The net change in the valuation allowance during the year ended March 31, 2024 was $ million.
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 $ Capitalized research and development costs  Accrued expenses  Share-based compensation  Lease liabilities  Net operating loss carryforwards  Other tax carryforwards, primarily foreign tax credits  Other  Total deferred tax assets  Valuation allowance()()Total deferred tax assets, net valuation allowance  Deferred tax liabilities: Intangible assets  Right-of-use assets  Deferred commissions  Other  Total deferred tax liabilities  Net deferred tax assets$ $ 
At March 31, 2024, the Company had non-U.S. net operating loss carryforwards of $ million, and non-U.S. tax credit carryforwards of $ million, all of which may be carried forward indefinitely. The Company had U.S. state and local net operating loss carryforwards of $ million, of which $ million expire in periods through 2042 if not utilized, and the remaining balance of $ million may be carried forward indefinitely. The Company had U.S. federal tax credit carryforwards of $ million, which expire in periods through 2034. Deferred tax assets of $ million related to U.S. state net operating losses and federal tax credit carryforwards are subject to valuation allowances as of March 31, 2024.
The Company has not provided for taxes on the excess of the amount for financial reporting over the tax basis of investments in foreign subsidiaries as the Company maintains its assertion that it intends these to be indefinitely reinvested. Generally, these earnings will be treated as previously taxed income from either the one-time transition tax or GILTI, or they will be offset with a 100% dividend received deduction. The income taxes applicable to repatriating such earnings are not readily determinable.
Uncertain tax positions
The amount of gross unrecognized tax benefits (“UTBs”) was $ million and $ million as of March 31, 2024 and 2023, respectively, all of which would favorably affect the Company’s effective tax rate if recognized in future periods.
 $ $ Gross increases to tax positions for prior periods   Gross decreases to tax positions for prior periods()() Decreases related to settlements()() Decreases due to lapse of statutes of limitations()()()Foreign currency translation$()$()$ Gross unrecognized tax benefit, end of year$ $ $ 
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million and $ million, respectively. During the years ended March 31, 2024, 2023, and 2022, the Company recognized a benefit of $ million, and expense of $ million and $ million, respectively, related to interest and penalties.
The Company files tax returns in U.S. federal, state, and foreign jurisdictions and the tax returns are subject to examination by various domestic and international tax authorities. As of March 31, 2024, the Company has open U.S. federal tax years back to fiscal year 2021. The Company also has open years in certain significant state jurisdictions back to fiscal year 2019, and foreign jurisdictions back to 2014. These open years contain matters that could be subject to differing interpretations of applicable tax laws and regulations due to the amount, timing or inclusion of revenue and expenses. It is reasonably possible that approximately $ million of certain U.S. and foreign UTBs may be recognized within the next twelve months as a result of a lapse of the statute of limitations.
10.    
 $ Accrued tax liabilities  
_________________
(1) Presented gross of sublease income and includes commitments for operating leases that have not yet commenced.
14.    
shares of common stock for the issuance of awards under the 2019 Plan. The 2019 Plan provides that the number of shares reserved and available for issuance under the plan automatically increases each April 1 by % of the outstanding number of shares of the Company’s common stock on the immediately preceding March 31 or such lesser number determined by the compensation committee. This number is subject to adjustment in the event of a stock split, stock dividend or other change in the Company’s capitalization. As of March 31, 2024, shares of common stock were available for future issuance under the 2019 Plan.
The awards granted under the 2019 Plan have varying terms but generally vest over a three- or period, upon satisfaction of a service-based vesting condition, with % and % vesting after the grant date and the remaining vesting ratably on a quarterly basis over two and for and grants, respectively. From time to time, the Company also grants performance-based awards to certain key employees that generally vest over a three- or period upon satisfaction of certain financial performance targets established and approved by the Company’s board of directors for each fiscal year.
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 $ $ Research and development   Sales and marketing   General and administrative   Total share-based compensation expense$ $ $ 
The total income tax benefit recognized in the consolidated statements of operations for share-based compensation arrangements was $ million, $ million, and $ million for the years ended March 31, 2024, 2023, and 2022, respectively.
Stock options
 $ $ Exercised() Forfeited or expired() Balance, March 31, 2024 $ $ Options vested and expected to vest at March 31, 2024 $ $ Options vested and exercisable at March 31, 2024 $ $ 
The weighted average grant date fair value of options granted during fiscal 2022 was $. There were options granted during fiscal 2024 and 2023. The aggregate intrinsic value of options exercised during fiscal 2024, 2023, and 2022 was $ million, $ million, and $ million, respectively. The grant date fair value of options vested during fiscal 2024, 2023, and 2022 was $ million, $ million, and $ million, respectively.
As of March 31, 2024, the total unrecognized compensation expense related to non-vested stock options was $ million and is expected to be recognized over a weighted average period of years.
 Expected volatility
% - %
Expected term (years)Risk-free interest rate
% - %
The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of . The computation of expected volatility is based on a calculation using the historical volatility of a group of publicly traded peer companies. The Company expects to continue to do so until such time as it has adequate historical data regarding the volatility of the Company’s traded stock price. The computation of expected term was based on the average period the stock options are expected to remain outstanding, generally calculated as the midpoint of the stock options’ remaining vesting term and contractual expiration period, as the Company does not have sufficient historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected life of the award.
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 $  $ Granted Vested()()Forfeited ()Balance, March 31, 2024 $  $ 
RSUs outstanding as of March 31, 2024 were comprised of million RSUs with only service conditions and million RSUs with both service and performance conditions (“PSUs”).
During the year ended March 31, 2024, the Company granted PSUs to certain key employees that generally vest % after the grant date and the remaining % vest ratably on a quarterly basis over the following (the “Annual PSUs”). The number of shares that may be earned pursuant to the Annual PSUs is based on specific company metrics related to the Company’s fiscal year ended March 31, 2024. No PSUs will be earned with respect to any metric if the applicable “threshold” percentage of the specific metric is not achieved, and the overall number of shares that may be earned shall not exceed % of the target award.
The weighted average grant-date fair value of RSUs granted during fiscal 2023, and 2022 was $ and $, respectively. There were RSAs granted during the years ended March 31, 2023, and 2022.
The aggregate fair value of RSAs vested during fiscal 2024, 2023, and 2022 was $ million, $ million, and $ million, respectively. The aggregate fair value of RSUs vested during fiscal 2024, 2023, and 2022 was $ million, $ million, and $ million, respectively.
As of March 31, 2024, the total unrecognized compensation expense related to unvested RSAs is $ million and is expected to be recognized over a weighted average period of years. As of March 31, 2024, the total unrecognized compensation expense related to unvested RSUs was $ million and is expected to be recognized over a weighted average period of years.
Employee Stock Purchase Plan
In July 2019, the board of directors adopted, and the Company’s stockholders approved, the 2019 Employee Stock Purchase Plan. The Company offers, sells and issues shares of common stock under this ESPP from time to time based on various factors and conditions, although the Company is under no obligation to sell any shares under this ESPP. The ESPP provides that the number of shares reserved and available for issuance under the plan will automatically increase each April 1 by lesser of (i) % of the outstanding number of shares of the Company’s common stock on the immediately preceding March 31, (ii) shares of common stock, or (iii) such lesser number determined by the compensation committee. The ESPP provides for offering periods and each offering period consists of purchase periods. On each purchase date, eligible employees purchase shares of the Company’s common stock at a price per share equal to % of the lesser of (1) the fair market value of the Company’s common stock on the offering date or (2) the fair market value of the Company’s common stock on the purchase date. For the year ended March 31, 2024, shares of common stock were purchased under the ESPP. As of March 31, 2024, shares of common stock were available for future issuance under the ESPP.
As of March 31, 2024, there was approximately $ million of unrecognized share-based compensation related to the ESPP that is expected to be recognized over the remaining term of the current offering period.
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   Expected volatility
% - %
% - %
% - %
Expected term (years)
Risk-free interest rate
% - %
% - %
% - %
The Company has not paid and does not expect to pay dividends. Consequently, the Company uses an expected dividend yield of . Beginning in May 2022, the expected volatility is based on the historical volatility of the Company’s common stock. Prior to May 2022, the computation of expected volatility was based on a calculation using the historical volatility of a group of publicly traded peer companies. The computation of expected term was based on the offering period, which is . The risk-free interest rate is based on the U.S. Treasury yield curve that corresponds with the expected term at the time of grant.
15.    
 $ $ Denominator:Weighted average shares outstanding, basic   Dilutive effect of share-based awards   Weighted average shares outstanding, diluted   Net income per share, basic$ $ $ Net income per share, diluted$ $ $ 
The effect of certain common share equivalents were excluded from the computation of weighted average diluted shares outstanding for the years ended March 31, 2024, 2023, and 2022 as inclusion would have resulted in anti-dilution.
   Unvested RSAs and RSUs   
16.    
million, $ million and $ million to the U.S. 401(k) Plan, respectively.
17.    
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 $ Europe, Middle East and Africa  Asia Pacific  Latin America  Total long-lived assets, net$ $ 
18.    
 million of common stock. The share repurchase program has no time limit, does not obligate the Company to acquire a specified number of shares, and may be suspended, modified, or terminated at any time, without prior notice.
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures, as of March 31, 2024, were effective and provided reasonable assurance that the information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual 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. This system is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S. GAAP.
Our management performed an assessment of the effectiveness of our internal control over financial reporting at March 31, 2024, utilizing the criteria discussed in the “Internal Control – Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission. The objective of this assessment was to determine whether our internal control over financial reporting was effective as of March 31, 2024.
In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for the first fiscal year in which the acquisition occurred. Accordingly, we have excluded from our assessment the internal control over financial reporting of Rookout, Ltd. and Runecast Solutions Limited, which are included in our consolidated financial statements and constituted less than 1% of our total assets and net assets, excluding acquired goodwill and intangible assets, and less than 1% of our revenue and net income as of and for the year ended March 31, 2024. We have excluded all current year acquisitions from our annual assessment of and conclusion on the effectiveness of our internal control over financial reporting.
Based on management’s assessment, we have concluded that our internal control over financial reporting was effective as of March 31, 2024.
The effectiveness of our internal control over financial reporting as of March 31, 2024 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its attestation report on the internal control over our financial reporting which is included herein.
Changes in Internal Control Over Financial Reporting
There were no changes to our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitation in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Due to inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Dynatrace, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Dynatrace, Inc.’s internal control over financial reporting as of March 31, 2024, 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, Dynatrace, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of March 31, 2024, based on the COSO criteria.
As indicated in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Rookout, Ltd. and Runecast Solutions Limited, which are included in the March 31, 2024 consolidated financial statements of the Company and constituted less than 1% of total and net assets (excluding acquired goodwill and intangible assets) as of March 31, 2024 and less than 1% of revenues and net income for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Rookout, Ltd. and Runecast Solutions Limited.
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 March 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, shareholders’ equity and cash flows for each of the two years in the period ended March 31, 2024, and the related notes and our report dated May 23, 2024 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 Annual 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.
Definition and Limitations 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.

/s/ Ernst & Young LLP

Detroit, Michigan
May 23, 2024
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ITEM 9B. OTHER INFORMATION
During the three months ended March 31, 2024, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) , modified or a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act), except as described below. The trading arrangements described below are both intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.
, , , a Rule 10b5-1 trading arrangement that he previously adopted with respect to the sale of shares of the Company’s common stock issuable to him upon vesting of time-based restricted stock units. Mr. Benson’s trading arrangement was adopted on and was scheduled to expire on September 30, 2024 (or earlier, if all transactions under the trading arrangement were completed). As of the date of termination of his trading arrangement, Mr. Benson sold 35,996 shares under its terms. Proceeds from sales under Mr. Benson’s trading arrangement were used to cover taxes, including applicable withholding taxes at the time of vesting, in accordance with the Company’s mandatory sell to cover policy. Mr. Benson terminated the trading arrangement in connection with the Company’s adoption of net settlement for restricted stock units for its officers (as defined in Rule 16a-1(f) of the Exchange Act), pursuant to which the Company now withholds shares to cover applicable withholding taxes at the time of vesting., , a of the Company, a Rule 10b5-1 trading arrangement that contemplates the sale of up to shares of the Company’s common stock. The duration of the trading arrangement is from June 5, 2024 through June 30, 2025 (or earlier, if all transactions under the trading arrangement are completed).
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Code of Business Conduct and Ethics
Our board of directors has adopted a code of business conduct and ethics that applies to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and other executive and senior officers. The full text of our code of business conduct and ethics is posted on the Investor Relations section of our website at ir.dynatrace.com under “Governance - Governance Documents.” We will disclose any amendments to our code of business conduct and ethics, or waivers of its requirements granted to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, on our website or in filings under the Exchange Act as required by applicable law or the listing standards of the NYSE.
Insider Trading Policies and Procedures
We have an insider trading policy and related Rule 10b5-1 trading plan policy that are reasonably designed to promote compliance with applicable insider trading laws, rules, regulations, and NYSE listing standards.
Our insider trading policy prohibits our officers, directors, employees, designated consultants, and their affiliated persons from trading in company securities while in possession of material nonpublic information about the company. The policy also prohibits tipping (i.e., disclosing material nonpublic information about the company to others who may trade of the basis of that information).
Under our insider trading policy, designated insiders may only trade in company securities during open trading windows at a time when they do not possess material nonpublic information about the company. We have also designated our executive officers, directors, and certain other employees as pre-clearance insiders who must receive approval before trading in company securities.
Our insider trading policy also expressly prohibits short sales; purchases or sales of puts, calls, or other derivative securities or hedging transactions; using company securities as collateral in a margin account; or pledging company securities as collateral for a loan.
Any waiver of the provisions of this policy requires the approval of our Audit Committee. To date, no such requests have been made or approved.
We have adopted an additional policy that governs when our directors, executive officers, and others may adopt written securities trading plans, known as Rule 10b5-1 plans. These plans are intended to take advantage of a safe harbor provided under SEC rules from liability for violating federal antifraud prohibitions that proscribe certain insider trading, including Section 10(b) of the Securities Exchange Act of 1934. A qualifying Rule 10b5-1 plan may only be entered into when the individual is not in possession of material
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nonpublic information about the company and must authorize a broker to buy or sell shares of our common stock on a periodic basis pursuant to parameters established by the director or executive officer when entering into the plan, without further direction from them. A director or executive officer may amend or terminate a Rule 10b5-1 plan in certain circumstances. Our policy provides that all Rule 10b5-1 plans must comply with SEC rules applicable to the Rule 10b5-1 safe harbor and provides additional requirements and limitations applicable to plans. Our directors and executive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of material nonpublic information, subject to compliance with the terms of our insider trading policy.
A copy of our insider trading policy and related Rule 10b5-1 trading plan policy has been filed as Exhibit 19.1 to this Annual Report.
The remaining information called for by this item will be set forth in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended March 31, 2024 and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by this item will be set forth in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended March 31, 2024 and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information called for by this item will be set forth in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended March 31, 2024 and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information called for by this item will be set forth in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended March 31, 2024 and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information called for by this item will be set forth in our definitive Proxy Statement for the 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended March 31, 2024 and is incorporated herein by reference.
Our independent public accounting firm is , , PCAOB Auditor ID #. BDO USA, LLP (n/k/a BDO USA, P.C.), Troy, MI, PCAOB Auditor ID #243, served as our independent public accounting firm through May 31, 2022.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Listing of Documents
1.Financial Statements
The following financial statements are included in Part II, Item 8 of this Form 10-K:
Reports of Independent Registered Public Accounting Firm
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED STATEMENTS OF OPERATIONS
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
CONSOLIDATED STATEMENTS OF CASH FLOWS
2.Financial Statement Schedules
All other schedules have been omitted because they are not required, not applicable, or the required information is otherwise included.
3.Exhibits
The documents listed in the Exhibit Index of this report are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
EXHIBIT INDEX
Exhibit
Number
Description
3.1
3.2
4.1
4.2
4.3*
10.1#
10.2#
10.3#
10.4#*
10.5#*
10.6#
10.7#
10.8#
10.9#
10.10#
10.11#
10.12#
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10.13#
10.14#
10.15#
10.16#
10.17
10.18
10.19
10.20
10.21
10.22
10.23
10.24
16.1
19.1*
21.1*
23.1*
23.2*
24.1
31.1*
31.2*
32.1**
97.1*
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
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_________________
#    Indicates a management contract or any compensatory plan, contract or arrangement.
*    Filed herewith.
**     The certifications furnished in Exhibit 32.1 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
ITEM 16. FORM 10-K SUMMARY
Not applicable.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
DYNATRACE, INC.
Date:May 23, 2024By:/s/ Rick McConnell
Rick McConnell
Chief Executive Officer
(Principal Executive Officer)
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Rick McConnell, James Benson and Nicole Fitzpatrick as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy, and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
SignatureTitleDate
/s/ Rick McConnell
Chief Executive Officer and Director
(Principal Executive Officer)
May 23, 2024
Rick McConnell
/s/ James BensonChief Financial Officer and Treasurer
 (Principal Financial Officer)
May 23, 2024
James Benson
/s/ Daniel YatesChief Accounting Officer
 (Principal Accounting Officer)
May 23, 2024
Daniel Yates
/s/ Jill WardDirector, Board ChairMay 23, 2024
Jill Ward
/s/ Michael CaponeDirectorMay 23, 2024
Michael Capone
/s/ Amol KulkarniDirectorMay 23, 2024
Amol Kulkarni
/s/ Stephen LifshatzDirectorMay 23, 2024
Stephen Lifshatz
/s/ Steve RowlandDirectorMay 23, 2024
Steve Rowland
/s/ Kenneth VirnigDirectorMay 23, 2024
Kenneth Virnig
/s/ Kirsten WolbergDirectorMay 23, 2024
Kirsten Wolberg
93

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