Document and Entity Information
Document and Entity Information shares in Millions | 9 Months Ended |
Oct. 31, 2015shares | |
Document And Entity Information [Abstract] | |
Document Type | 10-Q |
Amendment Flag | false |
Document Period End Date | Oct. 31, 2015 |
Document Fiscal Year Focus | 2,016 |
Document Fiscal Period Focus | Q3 |
Trading Symbol | CRM |
Entity Registrant Name | SALESFORCE COM INC |
Entity Central Index Key | 1,108,524 |
Current Fiscal Year End Date | --01-31 |
Entity Filer Category | Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 664 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 1,223,318 | $ 908,117 |
Short-term marketable securities | 134,687 | 87,312 |
Accounts receivable, net | 1,060,726 | 1,905,506 |
Deferred commissions | 208,133 | 225,386 |
Prepaid expenses and other current assets | 311,909 | 280,554 |
Land and building improvements held for sale | 0 | 143,197 |
Total current assets | 2,938,773 | 3,550,072 |
Marketable securities, noncurrent | 943,301 | 894,855 |
Property and equipment, net | 1,742,142 | 1,125,866 |
Deferred commissions, noncurrent | 148,147 | 162,796 |
Capitalized software, net | 397,013 | 433,398 |
Goodwill | 3,849,054 | 3,782,660 |
Strategic investments | 496,809 | 175,774 |
Other assets, net | 396,727 | 452,546 |
Restricted cash | 0 | 115,015 |
Total assets | 10,911,966 | 10,692,982 |
Current liabilities: | ||
Accounts payable, accrued expenses and other liabilities | 1,149,693 | 1,103,335 |
Deferred revenue | 2,827,285 | 3,286,768 |
Total current liabilities | 3,976,978 | 4,390,103 |
Convertible 0.25% senior notes, net | 1,088,910 | 1,070,692 |
Loan assumed on 50 Fremont | 198,851 | 0 |
Revolving credit facility | 0 | 300,000 |
Deferred revenue, noncurrent | 19,225 | 34,681 |
Other noncurrent liabilities | 878,048 | 922,323 |
Total liabilities | 6,162,012 | 6,717,799 |
Stockholders’ equity: | ||
Common stock | 664 | 651 |
Additional paid-in capital | 5,410,377 | 4,604,485 |
Accumulated other comprehensive loss | (33,325) | (24,108) |
Accumulated deficit | (627,762) | (605,845) |
Total stockholders’ equity | 4,749,954 | 3,975,183 |
Total liabilities and stockholders’ equity | $ 10,911,966 | $ 10,692,982 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) | Oct. 31, 2015 | Jan. 31, 2015 |
Notes Payable to Banks | 0.25% Convertible Senior Notes due April 1, 2018 | ||
Interest percentage of convertible senior notes | 0.25% | 0.25% |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | ||
Revenues: | |||||
Subscription and support | $ 1,596,333 | $ 1,288,513 | $ 4,522,939 | $ 3,668,406 | |
Professional services and other | 115,634 | 95,142 | 334,879 | 260,572 | |
Total revenues | 1,711,967 | 1,383,655 | 4,857,818 | 3,928,978 | |
Cost of revenues: | |||||
Subscription and support | [1],[2] | 303,045 | 238,746 | 870,023 | 666,611 |
Professional services and other | [1],[2] | 120,638 | 94,465 | 340,846 | 266,736 |
Total cost of revenues | [1],[2] | 423,683 | 333,211 | 1,210,869 | 933,347 |
Gross profit | [1],[2] | 1,288,284 | 1,050,444 | 3,646,949 | 2,995,631 |
Operating expenses: | |||||
Research and development | [1],[2] | 239,212 | 195,460 | 695,440 | 586,927 |
Marketing and sales | [1],[2] | 818,820 | 709,643 | 2,349,449 | 2,020,956 |
General and administrative | [1],[2] | 186,818 | 167,383 | 544,314 | 498,565 |
Operating lease termination resulting from purchase of 50 Fremont, net | [1],[2] | 0 | 0 | (36,617) | 0 |
Total operating expenses | [1],[2] | 1,244,850 | 1,072,486 | 3,552,586 | 3,106,448 |
Income (loss) from operations | 43,434 | (22,042) | 94,363 | (110,817) | |
Investment income | 3,507 | 2,622 | 11,351 | 7,055 | |
Interest expense | (18,249) | (17,682) | (53,020) | (56,355) | |
Gain on sales of land and building improvements | 21,792 | 15,625 | 21,792 | 15,625 | |
Other income (expense) | [1],[3] | (7,093) | (372) | (6,064) | (15,095) |
Income (loss) before provisions for income taxes | 43,391 | (21,849) | 68,422 | (159,587) | |
Provisions for income taxes | (68,548) | (17,075) | (90,339) | (37,336) | |
Net loss | $ (25,157) | $ (38,924) | $ (21,917) | $ (196,923) | |
Basic net income (loss) per share (in dollars per share) | $ (0.04) | $ (0.06) | $ (0.03) | $ (0.32) | |
Diluted net income (loss) per share (in dollars per share) | $ (0.04) | $ (0.06) | $ (0.03) | $ (0.32) | |
Shares used in computing basic net income (loss) per share (in shares) | 664,131 | 629,548 | 659,160 | 619,748 | |
Shares used in computing diluted net income (loss) per share (in shares) | 664,131 | 629,548 | 659,160 | 619,748 | |
[1] | Amounts include amortization of purchased intangibles from business combinations, as follows: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014Cost of revenues$20,296 $20,351 $60,825 $70,294Marketing and sales18,966 15,095 57,995 44,708Other non-operating expense761 0 2,877 0 | ||||
[2] | Amounts include stock-based expense, as follows: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014Cost of revenues$17,516 $14,118 $49,237 $38,905Research and development31,534 26,868 96,508 87,264Marketing and sales69,561 72,892 211,819 210,510General and administrative25,706 25,582 77,092 76,284 | ||||
[3] | Amount includes approximately $10.2 million loss on conversions of our convertible 0.75% senior notes due January 2015 recognized during the nine months ended October 31, 2014. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Stock-based expenses | $ 144,317 | $ 139,460 | $ 434,656 | $ 412,963 |
Loss on conversions of convertible senior notes | 0 | 1,340 | 0 | 10,230 |
Cost of revenues | ||||
Amortization of purchased intangibles from business combinations | 20,296 | 20,351 | 60,825 | 70,294 |
Stock-based expenses | 17,516 | 14,118 | 49,237 | 38,905 |
Marketing and sales | ||||
Amortization of purchased intangibles from business combinations | 18,966 | 15,095 | 57,995 | 44,708 |
Stock-based expenses | 69,561 | 72,892 | 211,819 | 210,510 |
Research and development | ||||
Stock-based expenses | 31,534 | 26,868 | 96,508 | 87,264 |
Other non-operating expense | ||||
Amortization of purchased intangibles from business combinations | 761 | 0 | 2,877 | 0 |
General and administrative | ||||
Stock-based expenses | $ 25,706 | $ 25,582 | $ 77,092 | 76,284 |
Notes Payable to Banks | 0.75% Convertible Senior Notes due January 2015 | ||||
Loss on conversions of convertible senior notes | $ 10,200 | |||
Interest percentage of convertible senior notes | 0.75% | 0.75% |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (25,157) | $ (38,924) | $ (21,917) | $ (196,923) |
Other comprehensive loss, before tax and net of reclassification adjustments: | ||||
Foreign currency translation and other losses | (1,173) | (13,692) | (8,419) | (15,876) |
Unrealized gains (loss) on investments | (2,873) | 1,278 | 337 | (3,055) |
Other comprehensive loss, before tax | (4,046) | (12,414) | (8,082) | (18,931) |
Tax effect | (1,135) | 0 | (1,135) | 0 |
Other comprehensive loss, net of tax | (5,181) | (12,414) | (9,217) | (18,931) |
Comprehensive loss | $ (30,338) | $ (51,338) | $ (31,134) | $ (215,854) |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | ||
Operating activities: | |||||
Net loss | $ (25,157) | $ (38,924) | $ (21,917) | $ (196,923) | |
Adjustments to reconcile net loss to net cash provided by operating activities: | |||||
Depreciation and amortization | 134,236 | 111,954 | 393,838 | 330,358 | |
Amortization of debt discount and transaction costs | 7,138 | 9,420 | 20,290 | 31,160 | |
Gain on sales of land and building improvements | (21,792) | (15,625) | (21,792) | (15,625) | |
50 Fremont lease termination, net | [1],[2] | 0 | 0 | (36,617) | 0 |
Loss on conversions of convertible senior notes | 0 | 1,340 | 0 | 10,230 | |
Abandonment of leasehold improvement | 7,086 | 0 | 7,086 | 0 | |
Amortization of deferred commissions | 78,934 | 65,371 | 232,768 | 186,526 | |
Expenses related to employee stock plans | 144,317 | 139,460 | 434,656 | 412,963 | |
Excess tax benefits from employee stock plans | (44,607) | (1,221) | (48,698) | (3,447) | |
Changes in assets and liabilities, net of business combinations: | |||||
Accounts receivable, net | 15,262 | 39,792 | 853,014 | 566,306 | |
Deferred commissions | (80,030) | (64,280) | (200,867) | (171,022) | |
Prepaid expenses and other current assets and other assets | 33,841 | 6,588 | 4,495 | 34,501 | |
Accounts payable, accrued expenses and other liabilities | 57,577 | (1,933) | 12,276 | (44,894) | |
Deferred revenue | (188,898) | (129,431) | (475,357) | (298,642) | |
Net cash provided by operating activities | 117,907 | 122,511 | 1,153,175 | 841,491 | |
Investing activities: | |||||
Business combinations, net of cash acquired | (27,759) | 38,071 | (58,680) | 38,071 | |
Proceeds from land and building improvements held for sale | 127,066 | 192,240 | 127,066 | 223,240 | |
Purchase of 50 Fremont land and building | 0 | 0 | (425,376) | 0 | |
Deposit for purchase of 50 Fremont land and building | 0 | (114,935) | 115,015 | (114,935) | |
Non-refundable amounts received for sale of land available for sale | 0 | 0 | 6,284 | 0 | |
Strategic investments | (30,330) | (12,852) | (325,226) | (47,905) | |
Purchases of marketable securities | (200,001) | (154,560) | (543,422) | (690,024) | |
Sales of marketable securities | 91,153 | 46,908 | 414,259 | 197,293 | |
Maturities of marketable securities | 7,166 | 22,288 | 23,445 | 46,248 | |
Capital expenditures | (80,041) | (73,426) | (216,011) | (205,100) | |
Net cash used in investing activities | (112,746) | (56,266) | (882,646) | (553,112) | |
Financing activities: | |||||
Proceeds from revolving credit facility, net | 0 | 297,325 | 0 | 297,325 | |
Proceeds from employee stock plans | 98,016 | 91,337 | 367,830 | 226,561 | |
Excess tax benefits from employee stock plans | 44,607 | 1,221 | 48,698 | 3,447 | |
Payments on convertible senior notes | 0 | (89,645) | 0 | (387,229) | |
Principal payments on capital lease obligations | (10,945) | (10,345) | (68,844) | (61,280) | |
Payments on revolving credit facility and term loan | 0 | (270,000) | (300,000) | (285,000) | |
Net cash provided by (used in) financing activities | 131,678 | 19,893 | 47,684 | (206,176) | |
Effect of exchange rate changes | (2,872) | (14,538) | (3,012) | (17,513) | |
Net increase in cash and cash equivalents | 133,967 | 71,600 | 315,201 | 64,690 | |
Cash and cash equivalents, beginning of period | 1,089,351 | 774,725 | 908,117 | 781,635 | |
Cash and cash equivalents, end of period | 1,223,318 | 846,325 | 1,223,318 | 846,325 | |
Cash paid during the period for: | |||||
Interest | 4,085 | 4,285 | 32,756 | 21,274 | |
Income taxes, net of tax refunds | 8,248 | 6,187 | 24,450 | 30,986 | |
Non-cash financing and investing activities: | |||||
Fixed assets acquired under capital leases | 2,065 | 38,604 | 7,191 | 119,939 | |
Building in progress - leased facility acquired under financing obligation | 38,477 | 29,756 | 75,336 | 62,804 | |
Fair value of loan assumed on 50 Fremont | $ 0 | $ 0 | $ 198,751 | $ 0 | |
Fair value of common stock issued as consideration for business combinations | 0 | 338,033 | 0 | 338,033 | |
[1] | Amounts include amortization of purchased intangibles from business combinations, as follows: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014Cost of revenues$20,296 $20,351 $60,825 $70,294Marketing and sales18,966 15,095 57,995 44,708Other non-operating expense761 0 2,877 0 | ||||
[2] | Amounts include stock-based expense, as follows: Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014Cost of revenues$17,516 $14,118 $49,237 $38,905Research and development31,534 26,868 96,508 87,264Marketing and sales69,561 72,892 211,819 210,510General and administrative25,706 25,582 77,092 76,284 |
Summary of Business and Signifi
Summary of Business and Significant Accounting Policies | 9 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Business and Significant Accounting Policies | Summary of Business and Significant Accounting Policies Description of Business Salesforce.com, inc. (the “Company”) is a leading provider of enterprise cloud computing services. The Company is dedicated to helping customers of all sizes and industries worldwide transform themselves into “customer companies” by empowering them to connect with their customers, partners, employees and products in entirely new ways. The Company provides customers with the solutions they need to build a next generation social front office with social and mobile cloud technologies. Fiscal Year The Company’s fiscal year ends on January 31. References to fiscal 2016, for example, refer to the fiscal year ending January 31, 2016 . Basis of Presentation The accompanying condensed consolidated balance sheet as of October 31, 2015 and the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive loss and the condensed consolidated statements of cash flows for the three and nine months ended October 31, 2015 and 2014 , respectively, are unaudited. The condensed consolidated balance sheet data as of January 31, 2015 was derived from the audited consolidated financial statements that are included in the Company’s fiscal 2015 Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2015 . The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s fiscal 2015 Form 10-K. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in the Form 10-K, and include all adjustments necessary for the fair presentation of the Company’s balance sheet as of October 31, 2015 , and its results of operations, including its comprehensive loss, and its cash flows for the three and nine months ended October 31, 2015 and 2014 . All adjustments are of a normal recurring nature. The results for the three and nine months ended October 31, 2015 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2016 . Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the Company’s condensed consolidated financial statements and notes thereto. Significant estimates and assumptions made by management include the determination of: • the best estimate of selling price of the deliverables included in multiple deliverable revenue arrangements, • the fair value of assets acquired and liabilities assumed for business combinations, • the recognition, measurement and valuation of current and deferred income taxes, • the fair value of convertible notes, • the fair value of stock awards issued and related forfeiture rates, • the useful lives of intangible assets and property and equipment, • the valuation of strategic investments and the determination of other-than-temporary impairments, and • the assessment of determination of impairment of long-lived assets (property and equipment, goodwill and identified intangibles). Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. Over the past few years, the Company has completed several acquisitions. These acquisitions have allowed the Company to expand its offerings, presence and reach in various market segments of the enterprise cloud computing market. While the Company has offerings in multiple enterprise cloud computing market segments, the Company’s business operates in one operating segment because all of the Company's offerings operate on a single platform and are deployed in an identical way, and the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements. Concentrations of Credit Risk and Significant Customers The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and trade accounts receivable. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. This allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. No single customer accounted for more than five percent of accounts receivable at October 31, 2015 and January 31, 2015 . No single customer accounted for five percent or more of total revenue during the three and nine months ended October 31, 2015 and 2014 . Geographic Locations As of October 31, 2015 and January 31, 2015 , assets located outside the Americas were nine percent and 12 percent of total assets, respectively. Revenues by geographical region are as follows (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Americas $ 1,258,148 $ 995,331 $ 3,575,441 $ 2,812,654 Europe 302,704 252,982 848,413 730,324 Asia Pacific 151,115 135,342 433,964 386,000 $ 1,711,967 $ 1,383,655 $ 4,857,818 $ 3,928,978 Americas revenue attributed to the United States was approximately 95 percent and 94 percent during the three and nine months ended October 31, 2015 and 2014 . No other country represented more than ten percent of total revenue during the three and nine months ended October 31, 2015 and 2014 . Revenue Recognition The Company derives its revenues from two sources: (1) subscription revenues, which are comprised of subscription fees from customers accessing the Company’s enterprise cloud computing services and from customers paying for additional support beyond the standard support that is included in the basic subscription fees; and (2) related professional services such as process mapping, project management, implementation services and other revenue. “Other revenue” consists primarily of training fees. The Company commences revenue recognition when all of the following conditions are satisfied: • there is persuasive evidence of an arrangement; • the service has been or is being provided to the customer; • the collection of the fees is reasonably assured; and • the amount of fees to be paid by the customer is fixed or determinable. The Company’s subscription service arrangements are non-cancelable and do not contain refund-type provisions. Subscription and Support Revenues Subscription and support revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date the Company’s service is made available to customers. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Professional Services and Other Revenues The majority of the Company’s professional services contracts are on a time and material basis. When these services are not combined with subscription revenues as a single unit of accounting, as discussed below, these revenues are recognized as the services are rendered for time and material contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. Training revenues are recognized as the services are performed. Multiple Deliverable Arrangements The Company enters into arrangements with multiple deliverables that generally include multiple subscriptions, premium support and professional services. If the deliverables have standalone value upon delivery, the Company accounts for each deliverable separately. Subscription services have standalone value as such services are often sold separately. In determining whether professional services have standalone value, the Company considers the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription service start date and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. To date, the Company has concluded that all of the professional services included in multiple deliverable arrangements executed have standalone value. Multiple deliverables included in an arrangement are separated into different units of accounting and the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The Company determines the relative selling price for a deliverable based on its vendor-specific objective evidence of selling price (“VSOE”), if available, or its best estimate of selling price (“BESP”), if VSOE is not available. The Company has determined that third-party evidence of selling price (“TPE”) is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. The amount of revenue allocated to delivered items is limited by contingent revenue, if any. For certain professional services, the Company has established VSOE as a consistent number of standalone sales of these deliverables have been priced within a reasonably narrow range. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. Accordingly, the Company uses its BESP to determine the relative selling price for its subscription services. The Company determines BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, its go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made through consultation with and approval by the Company’s management, taking into consideration the go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative selling prices, including both VSOE and BESP. Deferred Revenue The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above and is recognized as the revenue recognition criteria are met. The Company generally invoices customers in annual installments. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity within the quarter. Deferred revenue that will be recognized during the succeeding twelve month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. Deferred Commissions Deferred commissions are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to the Company’s direct sales force. The commissions are deferred and amortized over the non-cancelable terms of the related customer contracts, which are typically 12 to 36 months . The commission payments are paid in full the month after the customer’s service commences and are a direct and incremental cost of the revenue arrangements. The deferred commission amounts are recoverable through the future revenue streams under the non-cancelable customer contracts. The Company believes this is the preferable method of accounting as the commission charges are so closely related to the revenue from the non-cancelable customer contracts that they should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized. Amortization of deferred commissions is included in marketing and sales expense in the accompanying condensed consolidated statements of operations. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. Marketable Securities Management determines the appropriate classification of marketable securities at the time of purchase and reevaluates such determination at each balance sheet date. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the condensed consolidated statements of comprehensive loss. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Declines in fair value judged to be other-than-temporary on securities available for sale are included as a component of investment income. In order to determine whether a decline in value is other-than-temporary, the Company evaluates, among other factors: the duration and extent to which the fair value has been less than the carrying value and its intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is also included as a component of investment income. Fair Value Measurement The Company measures its cash equivalents, marketable securities and foreign currency derivative contracts at fair value. The additional disclosures regarding the Company’s fair value measurements are included in Note 2 “Investments.” Property and Equipment Property and equipment are stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows: Computer, equipment and software 3 to 9 years Furniture and fixtures 5 years Leasehold improvements The remaining lease term or up to 10 years When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts and any loss on such retirement is reflected in operating expenses. Capitalized Internal-Use Software Costs The Company capitalizes costs related to its enterprise cloud computing services and certain projects for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three to five years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. Goodwill and Intangible Assets Impairment Assessments The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during the fourth quarter or more often if and when circumstances indicate that goodwill may not be recoverable. Intangible assets are amortized over their useful lives. Each period the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of these assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, then the carrying amount of such assets is reduced to fair value. Long- Lived Assets and Impairment Assessment The company evaluates long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset's carrying amount may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. Business Combinations The Company uses its best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s condensed consolidated statements of operations. Leases and Asset Retirement Obligations The Company categorizes leases at their inception as either operating or capital leases. In certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis once control of the space is achieved, without regard to deferred payment terms such as rent holidays that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are depreciated over the lease period to operating expense. In the event the Company is the deemed owner for accounting purposes during construction, the Company records assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent it is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease. The Company additionally has entered into subleases for unoccupied leased office space. Losses are recognized in the period the sublease is executed. Any sublease payments received in excess of the straight-line rent payments for the sublease are recorded in other income (expense). Accounting for Stock-Based Expense The Company recognizes stock-based expenses related to stock options and restricted stock awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of four years . The Company recognizes stock-based expenses related to shares issued pursuant to its Amended and Restated 2004 Employee Stock Purchase Plan (“ESPP” or “2004 Employee Stock Purchase Plan”) on a straight-line basis over the offering period, which is 12 months . Stock-based expenses are recognized net of estimated forfeiture activity. The estimated forfeiture rate applied is based on historical forfeiture rates. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option pricing model. The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions and fair value per share: Three Months Ended Nine Months Ended Stock Options 2015 2014 2015 2014 Volatility 35 % 37 % 35-37 % 37 % Estimated life 3.6 years 3.5 years 3.6 years 3.5 years Risk-free interest rate 1.21-1.27 % 1.34-1.53 % 1.13-1.42 % 1.20-1.53 % Weighted-average fair value per share of grants $ 19.72 $ 17.32 $ 19.79 $ 16.46 Three Months Ended Nine Months Ended ESPP 2015 2014 2015 2014 Volatility n/a n/a 34 % 34-35 % Estimated life n/a n/a 0.75 years 0.75 years Risk-free interest rate n/a n/a 0.06-0.27 % 0.07-0.16 % Weighted-average fair value per share of grants n/a n/a $ 19.30 $ 14.53 The Company estimated its future stock price volatility considering both its observed option-implied volatilities and its historical volatility calculations. Management believes this is the best estimate of the expected volatility over the expected life of its stock options and stock purchase rights. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the condensed consolidated statement of operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision. Foreign Currency Translation The functional currency of the Company’s major foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the condensed consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in net loss for the period. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. Warranties and Indemnification The Company’s enterprise cloud computing services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s online help documentation under normal use and circumstances. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. New Accounting Pronouncements 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 amended the existing FASB Accounting Standards Codification. This standard establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The standard also provides guidance on the recognition of costs related to obtaining and fulfilling customer contracts. The FASB deferred the effective date for the new revenue reporting standard for entities reporting under U.S. GAAP for one year. In accordance with the deferral, ASU 2014-09 will be effective for fiscal 2019 , including interim periods within that reporting period. The Company is currently in the process of assessing the adoption methodology, which allows the amendment to be applied retrospectively to each prior period presented, or with the cumulative effect recognized as of the date of initial application. The Company is also evaluating the impact of the adoption of ASU 2014-09 on its condensed consolidated financial statements and has not determined whether the effect will be material to either its revenue results or its deferred commissions balances. In May 2013, FASB issued Accounting Standards Update No. 2013-270, “a revision of the 2010 proposed FASB Accounting Standards Update, Leases (Topic 840)” (“ASU 2013-270”), to place leases on lessee’s balance sheets. ASU 2013-270 states a lessee would recognize a lease liability for lease payments and recognize an asset for its right to use the leased asset during the lease term. In November 2015, FASB set an effective date for annual periods after December 2018. The Company plans to adopt ASU 2013-270 in fiscal 2020 and is currently evaluating the impact to its condensed consolidated financial statements. In September 2015, the FASB issued Accounting Standards Update No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments (Topic 805)” (“ASU 2015-16”) which eliminates the requirement to restate prior period financial statements for measurement period adjustments. ASU 2015-16 requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2015-16 on its condensed consolidated financial statements. Reclassification Certain reclassifications to the fiscal 2015 balances were made to conform to the current period presentation in the Balance Sheet. These reclassifications include strategic investments and other assets, net. |
Investments
Investments | 9 Months Ended |
Oct. 31, 2015 | |
Investments Schedule [Abstract] | |
Investments | Investments Marketable Securities At October 31, 2015 , marketable securities consisted of the following (in thousands): Investments classified as Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate notes and obligations $ 636,779 $ 905 $ (1,678 ) $ 636,006 U.S. treasury securities 126,837 149 (42 ) 126,944 Mortgage backed obligations 84,288 94 (401 ) 83,981 Asset backed securities 176,633 73 (240 ) 176,466 Municipal securities 36,358 141 (30 ) 36,469 Foreign government obligations 2,094 16 (2 ) 2,108 U.S. agency obligations 8,998 5 (9 ) 8,994 Covered bonds 6,863 157 0 7,020 Total marketable securities $ 1,078,850 $ 1,540 $ (2,402 ) $ 1,077,988 At January 31, 2015 , marketable securities consisted of the following (in thousands): Investments classified as Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate notes and obligations $ 605,724 $ 3,031 $ (481 ) $ 608,274 U.S. treasury securities 73,226 257 (1 ) 73,482 Mortgage backed obligations 44,181 159 (415 ) 43,925 Asset backed securities 120,049 131 (43 ) 120,137 Municipal securities 36,447 115 (25 ) 36,537 Foreign government obligations 12,023 278 0 12,301 U.S. agency obligations 19,488 26 (4 ) 19,510 Covered bonds 66,816 1,185 0 68,001 Total marketable securities $ 977,954 $ 5,182 $ (969 ) $ 982,167 The duration of the investments classified as marketable securities is as follows (in thousands): As of October 31, January 31, Recorded as follows: Short-term (due in one year or less) $ 134,687 $ 87,312 Long-term (due after one year) 943,301 894,855 $ 1,077,988 $ 982,167 As of October 31, 2015 , the following marketable securities were in an unrealized loss position (in thousands): Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate notes and obligations $ 330,654 $ (1,382 ) $ 51,475 $ (296 ) $ 382,129 $ (1,678 ) U.S. treasury securities 47,184 (42 ) 0 0 47,184 (42 ) Mortgage backed obligations 51,412 (298 ) 9,143 (103 ) 60,555 (401 ) Asset backed securities 122,349 (212 ) 7,398 (28 ) 129,747 (240 ) Municipal securities 3,990 (18 ) 3,949 (12 ) 7,939 (30 ) Foreign government obligations 1,576 (2 ) 0 0 1,576 (2 ) U.S. agency obligations 4,991 (9 ) 0 0 4,991 (9 ) $ 562,156 $ (1,963 ) $ 71,965 $ (439 ) $ 634,121 $ (2,402 ) The unrealized losses for each of the fixed rate marketable securities were less than $74,000 . The Company does not believe any of the unrealized losses represent an other-than-temporary impairment based on its evaluation of available evidence as of October 31, 2015 . The Company expects to receive the full principal and interest on all of these marketable securities. Fair Value Measurement All of the Company’s cash equivalents, marketable securities and foreign currency derivative contracts are classified within Level 1 or Level 2 because the Company’s cash equivalents, marketable securities and foreign currency derivative contracts are valued using quoted market prices or alternative pricing sources and models utilizing observable market inputs. The Company uses a three-tier fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value: Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2. Other inputs that are directly or indirectly observable in the marketplace. Level 3. Unobservable inputs which are supported by little or no market activity. The following table presents information about the Company’s assets and liabilities that are measured at fair value as of October 31, 2015 and indicates the fair value hierarchy of the valuation (in thousands): Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balances as of October 31, 2015 Cash equivalents (1): Time deposits $ 0 $ 235,695 $ 0 $ 235,695 Money market mutual funds 339,446 0 0 339,446 Marketable securities: Corporate notes and obligations 0 636,006 0 636,006 U.S. treasury securities 0 126,944 0 126,944 Mortgage backed obligations 0 83,981 0 83,981 Asset backed securities 0 176,466 0 176,466 Municipal securities 0 36,469 0 36,469 Foreign government obligations 0 2,108 0 2,108 U.S. agency obligations 0 8,994 0 8,994 Covered bonds 0 7,020 0 7,020 Foreign currency derivative contracts (2) 0 7,789 0 7,789 Total Assets $ 339,446 $ 1,321,472 $ 0 $ 1,660,918 Liabilities Foreign currency derivative contracts (3) $ 0 $ 5,996 $ 0 $ 5,996 Total Liabilities $ 0 $ 5,996 $ 0 $ 5,996 _____________ (1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of October 31, 2015 , in addition to $648.2 million of cash. (2) Included in “prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet as of October 31, 2015 . (3) Included in “accounts payable, accrued expenses and other liabilities” in the condensed consolidated balance sheet as of October 31, 2015 . The following table presents information about the Company’s assets and liabilities that are measured at fair value as of January 31, 2015 and indicates the fair value hierarchy of the valuation (in thousands): Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balances as of January 31, 2015 Cash equivalents (1): Time deposits $ 0 $ 292,487 $ 0 $ 292,487 Money market mutual funds 13,983 0 0 13,983 Marketable securities: Corporate notes and obligations 0 608,274 0 608,274 U.S. treasury securities 0 73,482 0 73,482 Mortgage backed obligations 0 43,925 0 43,925 Asset backed securities 0 120,137 0 120,137 Municipal securities 0 36,537 0 36,537 Foreign government obligations 0 12,301 0 12,301 U.S. agency obligations 0 19,510 0 19,510 Covered bonds 0 68,001 0 68,001 Foreign currency derivative contracts (2) 0 10,611 0 10,611 Total Assets $ 13,983 $ 1,285,265 $ 0 $ 1,299,248 Liabilities Foreign currency derivative contracts (3) $ 0 $ 5,694 $ 0 $ 5,694 Total Liabilities $ 0 $ 5,694 $ 0 $ 5,694 ______________ (1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of January 31, 2015 , in addition to $601.6 million of cash. (2) Included in “prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet as of January 31, 2015 . (3) Included in “accounts payable, accrued expenses and other liabilities” in the accompanying condensed consolidated balance sheet as of January 31, 2015 . Derivative Financial Instruments The Company enters into foreign currency derivative contracts with financial institutions to reduce foreign exchange risk. The Company uses forward currency derivative contracts to minimize the Company’s exposure to balances primarily denominated in British pounds, Euros, Japanese yen, Canadian dollars and Australian dollars. The Company’s foreign currency derivative contracts, which are not designated as hedging instruments, are used to reduce the exchange rate risk associated primarily with intercompany receivables and payables. The Company’s derivative financial instruments program is not designated for trading or speculative purposes. As of October 31, 2015 and January 31, 2015 , the foreign currency derivative contracts that were not settled were recorded at fair value on the condensed consolidated balance sheets. Foreign currency derivative contracts are marked-to-market at the end of each reporting period with gains and losses recognized as other expense to offset the gains or losses resulting from the settlement or remeasurement of the underlying foreign currency denominated receivables and payables. While the contract or notional amount is often used to express the volume of foreign currency derivative contracts, the amounts potentially subject to credit risk are generally limited to the amounts, if any, by which the counterparties’ obligations under the agreements exceed the obligations of the Company to the counterparties. Details on outstanding foreign currency derivative contracts related primarily to intercompany receivables and payables are presented below (in thousands): As of October 31, 2015 January 31, 2015 Notional amount of foreign currency derivative contracts $ 1,067,250 $ 942,086 Fair value of foreign currency derivative contracts $ 1,793 $ 4,917 The fair value of the Company’s outstanding derivative instruments are summarized below (in thousands): Fair Value of Derivative Instruments As of Balance Sheet Location October 31, 2015 January 31, 2015 Derivative Assets Derivatives not designated as hedging instruments: Foreign currency derivative contracts Prepaid expenses and other current assets $ 7,789 $ 10,611 Derivative Liabilities Derivatives not designated as hedging instruments: Foreign currency derivative contracts Accounts payable, accrued expenses and other liabilities $ 5,996 $ 5,694 The effect of the derivative instruments not designated as hedging instruments on the condensed consolidated statements of operations during the three and nine months ended October 31, 2015 and 2014 , respectively, are summarized below (in thousands): Derivatives Not Designated as Hedging Losses on Derivative Instruments Three Months Ended Location 2015 2014 Foreign currency derivative contracts Other expense $ (2,888 ) $ (3,068 ) Derivatives Not Designated as Hedging Gains (Losses) on Derivative Instruments Nine Months Ended Location 2015 2014 Foreign currency derivative contracts Other expense $ 9,773 $ (2,964 ) Strategic Investments The Company's strategic investments are comprised of marketable equity securities and non-marketable debt and equity securities. Marketable equity securities are measured using quoted prices in their respective active markets and the non-marketable equity and debt securities are recorded at cost. These investments are presented on the condensed consolidated balance sheets within strategic investments. As of October 31, 2015 , the Company had six investments in marketable equity securities with a fair value of $26.0 million , which includes an unrealized gain of $18.3 million . As of January 31, 2015 , the Company had four investments in marketable equity securities with a fair value of $17.8 million , which included an unrealized gain of $13.1 million . The change in the fair value of the investments in publicly held companies is recorded in the condensed consolidated balance sheets within strategic investments and accumulated other comprehensive loss. The Company’s interest in non-marketable debt and equity securities consists of noncontrolling debt and equity investments in privately held companies. The Company’s investments in these privately held companies are reported at cost or marked down to fair value when an event or circumstance indicates an other-than-temporary decline in value has occurred. These investments are valued using significant unobservable inputs or data in an inactive market and the valuation requires the Company's judgment due to the absence of market prices and inherent lack of liquidity. As of October 31, 2015 and January 31, 2015 , the carrying value of the Company’s non-marketable debt and equity securities was $470.8 million and $158.0 million , respectively. The estimated fair value of the non-marketable debt and equity securities was approximately $654.0 million and $280.0 million as of October 31, 2015 and January 31, 2015 , respectively. These investments are measured using the cost method of accounting, therefore the unrealized gains of $183.2 million and $122.0 million as of October 31, 2015 and January 31, 2015 , respectively, are not recorded in the condensed consolidated financial statements. Investment Income Investment income consists of interest income, realized gains, and realized losses on the Company’s cash, cash equivalents and marketable securities. The components of investment income are presented below (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Interest income $ 3,700 $ 2,720 $ 9,919 $ 7,051 Realized gains 257 78 3,197 424 Realized losses (450 ) (176 ) (1,765 ) (420 ) Total investment income $ 3,507 $ 2,622 $ 11,351 $ 7,055 Reclassification adjustments out of accumulated other comprehensive loss into net income (loss) were immaterial for the three and nine months ended October 31, 2015 and 2014 , respectively. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Oct. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and Equipment Property and equipment consisted of the following (in thousands): As of October 31, 2015 January 31, 2015 Land $ 183,888 $ 0 Buildings 614,349 125,289 Computers, equipment and software 1,259,210 1,171,762 Furniture and fixtures 77,606 71,881 Leasehold improvements 450,565 376,761 $ 2,585,618 $ 1,745,693 Less accumulated depreciation and amortization (843,476 ) (619,827 ) $ 1,742,142 $ 1,125,866 Depreciation and amortization expense totaled $77.4 million and $64.6 million during the three months ended October 31, 2015 and 2014 , respectively, and totaled $226.6 million and $181.7 million during the nine months ended October 31, 2015 and 2014 , respectively. Computers, equipment and software at October 31, 2015 and January 31, 2015 included a total of $743.3 million and $734.7 million acquired under capital lease agreements, respectively. Accumulated amortization relating to computers, equipment and software under capital leases totaled $285.4 million and $206.7 million , respectively, at October 31, 2015 and January 31, 2015 . Amortization of assets under capital leases is included in depreciation and amortization expense. In October 2015, the Company sold approximately 8.8 net acres of undeveloped real estate and the associated perpetual parking rights in San Francisco, California, which were classified as held for sale. The total proceeds from the sale were $157.1 million , of which the Company received $127.1 million during the three months ended October 31, 2015 and previously received a nonrefundable deposit in the amount of $30.0 million during the three months ended April 30, 2014. The Company recognized a gain of $21.8 million , net of closing costs, on the sale of this portion of the Company’s land and building improvements and perpetual parking rights. In December 2012, the Company entered into a lease agreement for approximately 445,000 rentable square feet of office space at 350 Mission Street (“350 Mission”) in San Francisco, California. The space rented is for the total office space available in the building. As a result of the Company’s involvement during the building's construction, the Company is considered for accounting purposes to be the owner of the building. As of October 31, 2015 , the Company had capitalized $175.9 million of construction costs, based on the construction costs incurred to date by the landlord, and recorded a corresponding current and noncurrent financing obligation liability of $11.9 million and $194.4 million , respectively. The financing obligation carrying value also includes $25.0 million of tenant improvement obligations and approximately $5.7 million of imputed interest. The total expected financing obligation associated with this lease upon completion of the construction of the building, inclusive of the amounts currently recorded, is $335.5 million , including interest (see Note 10 “Commitments” for future commitment details). The obligation will be settled through monthly lease payments to the landlord in phases as the office space becomes ready for occupancy. To the extent that operating expenses for 350 Mission are material, the Company, as the deemed accounting owner, will record the operating expenses. In April 2015, the building was placed into service and depreciation commenced. There was no impairment of long-lived assets during the three and nine months ended October 31, 2015 and 2014 , respectively. |
Business Combinations
Business Combinations | 9 Months Ended |
Oct. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combinations | Business Combinations 50 Fremont In February 2015, the Company acquired 50 Fremont Street, a 41 -story building totaling approximately 817,000 rentable square feet located in San Francisco, California (“50 Fremont”). At the time of the acquisition, the Company was leasing approximately 500,000 square feet of the available space in 50 Fremont. As of October 31, 2015 , the Company occupied approximately 567,000 square feet. The Company acquired 50 Fremont for the purpose of expanding its global headquarters in San Francisco. Pursuant to the acquisition agreement, the Company also acquired existing third-party leases and other intangible property, terminated the Company’s existing office leases with the seller and assumed the seller's outstanding loan on 50 Fremont. In accordance with Accounting Standards Codification 805 (“ASC 805”), Business Combinations, the Company accounted for the building purchase as a business combination. The purchase consideration for the corporate headquarters building was as follows (in thousands): Fair Value Cash $ 435,189 Loan assumed on 50 Fremont 200,000 Prorations due to ownership transfer midmonth 2,411 Total purchase consideration $ 637,600 The following table summarizes the fair values of net tangible and intangible assets acquired (in thousands): Fair Value Building $ 435,390 Land 183,888 Termination of salesforce operating lease 9,483 Acquired lease intangibles 7,590 Loan assumed on 50 Fremont fair market value adjustment 1,249 Total $ 637,600 To fund the purchase of 50 Fremont, the Company used $115.0 million of restricted cash that the Company had on the balance sheet as of January 31, 2015. In connection with the purchase, the Company recognized a net non-cash gain totaling approximately $36.6 million on the termination of the lease signed in January 2012. This amount reflects a gain of $46.1 million for the reversal of tenant incentives provided from the previous landlord at the inception of the lease and a loss of $9.5 million related to the termination of the Company's operating lease. The tax impact as a result of the difference between tax and book basis of the building is insignificant after considering the impact of the Company's valuation allowance. The amounts above have been included in the Company's condensed consolidated statements of operations and condensed consolidated balance sheet. The Company has included the rental income from third party leases with other tenants in the building, and the proportionate share of building expenses for those leases in other expense in the Company's condensed consolidated results of operations from the date of acquisition. These amounts are recorded in other expense as this net rental income is not part of our core operations. These amounts were not material for the periods presented. The Company expects to finalize the depreciable life of the building as soon as practicable, but not later than one year from the acquisition date. Other Business Combinations During the nine months ended October 31, 2015 , the Company acquired several companies for an aggregate of $60.1 million in cash, net of cash acquired, and has included the financial results of these companies in its condensed consolidated financial statements from the respective dates of acquisition. The Company accounted for these transactions as business combinations. In allocating the purchase consideration for each company based on estimated fair values, the Company recorded $66.4 million of goodwill. Some of the goodwill balance associated with these transactions is deductible for U.S. income tax purposes. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date. Goodwill Goodwill represents the excess of the purchase price in a business combination over the fair value of net tangible and intangible assets acquired. Goodwill amounts are not amortized, but rather tested for impairment at least annually during the fourth quarter. Goodwill consisted of the following (in thousands): Balance as of January 31, 2015 $ 3,782,660 Other business combinations 66,394 Balance as of October 31, 2015 $ 3,849,054 |
Debt
Debt | 9 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes Par Value Outstanding Equity Component Recorded at Issuance Liability Component of Par Value as of (In thousands) October 31, January 31, 0.25% Convertible Senior Notes due April 1, 2018 $ 1,150,000 $ 122,421 (1) $ 1,088,910 $ 1,070,692 ___________ (1) This amount represents the equity component recorded at the initial issuance of the 0.25% convertible senior notes. In March 2013, the Company issued at par value $1.15 billion of 0.25% convertible senior notes (the “ 0.25% Senior Notes”, or the “Notes”) due April 1, 2018 , unless earlier purchased by the Company or converted. Interest is payable semi-annually, in arrears on April 1 and October 1 of each year. The 0.25% Senior Notes are governed by an indenture between the Company, as issuer, and U.S. Bank National Association, as trustee. The 0.25% Senior Notes are unsecured and do not contain any financial covenants or any restrictions on the payment of dividends, the incurrence of senior debt or other indebtedness, or the issuance or repurchase of securities by the Company. If converted, holders of the 0.25% Senior Notes will receive cash equal to the principal amount, and at the Company’s election, cash, shares of the Company’s common stock, or a combination of cash and shares, for any amounts in excess of the principal amounts. Certain terms of the conversion features of the 0.25% Senior Notes are as follows: Conversion Rate per $1,000 Par Value Initial Conversion Price per Share Convertible Date 0.25% Senior Notes 15.0512 $ 66.44 January 1, 2018 Throughout the term of the 0.25% Senior Notes, the conversion rate may be adjusted upon the occurrence of certain events, including any cash dividends. Holders of the 0.25% Senior Notes will not receive any cash payment representing accrued and unpaid interest upon conversion of a Note. Accrued but unpaid interest will be deemed to be paid in full upon conversion rather than canceled, extinguished or forfeited. Holders may convert the 0.25% Senior Notes under the following circumstances: • during any fiscal quarter, if, for at least 20 trading days during the 30 consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sales price of the Company’s common stock for such trading day is greater than or equal to 130% of the applicable conversion price on such trading day; • in certain situations, when the trading price of the 0.25% Senior Notes is less than 98% of the product of the sale price of the Company’s common stock and the conversion rate; • upon the occurrence of specified corporate transactions described under the 0.25% Senior Notes indenture, such as a consolidation, merger or binding share exchange; or • at any time on or after the convertible date noted above. Holders of the 0.25% Senior Notes have the right to require the Company to purchase with cash all or a portion of the Notes upon the occurrence of a fundamental change, such as a change of control, at a purchase price equal to 100% of the principal amount of the 0.25% Senior Notes plus accrued and unpaid interest. Following certain corporate transactions that constitute a change of control, the Company will increase the conversion rate for a holder who elects to convert the 0.25% Senior Notes in connection with such change of control. In accounting for the issuances of the 0.25% Senior Notes, the Company separated the 0.25% Senior Notes into liability and equity components. The carrying amount of the liability component was calculated by measuring the fair value of a similar liability that does not have an associated convertible feature. The carrying amount of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 0.25% Senior Notes as a whole. The excess of the principal amount of the liability component over its carrying amount (“debt discount”) is amortized to interest expense over the term of the 0.25% Senior Notes. The equity component is not remeasured as long as it continues to meet the conditions for equity classification. In accounting for the transaction costs related to the 0.25% Senior Notes issuance, the Company allocated the total amount incurred to the liability and equity components based on their relative values. Transaction costs attributable to the liability component are being amortized to expense over the terms of the 0.25% Senior Notes, and transaction costs attributable to the equity component were netted with the equity component in temporary stockholders’ equity and stockholders’ equity. The 0.25% Senior Notes consisted of the following (in thousands): As of October 31, January 31, Liability component : Principal: 0.25% Senior Notes (1) $ 1,150,000 $ 1,150,000 Less: debt discount, net 0.25% Senior Notes (2) (61,090 ) (79,308 ) Net carrying amount $ 1,088,910 $ 1,070,692 (1) The effective interest rate of the 0.25% Senior Notes is 2.53% . The interest rate is based on the interest rates of similar liabilities at the time of issuance that did not have an associated convertible feature. (2) Included in the condensed consolidated balance sheets within Convertible 0.25% Senior Notes (which is classified as a noncurrent liability) and is amortized over the life of the 0.25% Senior Notes using the effective interest rate method. The total estimated fair value of the Company’s 0.25% Senior Notes at October 31, 2015 was $1.5 billion . The fair value was determined based on the closing trading price per $100 of the 0.25% Senior Notes as of the last day of trading for the third quarter of fiscal 2016 . Based on the closing price of the Company’s common stock of $77.71 on October 30, 2015 , the if-converted value of the 0.25% Senior Notes exceeded their principal amount by approximately $195.1 million . Based on the terms of the 0.25% Senior Notes, the Senior Notes were not convertible for the three months ended October 31, 2015 . Note Hedges To minimize the impact of potential economic dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the “ 0.25% Note Hedges”). (in thousands, except for shares) Date Purchase Shares 0.25% Note Hedges March 2013 $ 153,800 17,308,880 The 0.25% Note Hedges cover shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the 0.25% Senior Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The 0.25% Note Hedges will expire upon the maturity of the 0.25% Senior Notes. The 0.25% Note Hedges are intended to reduce the potential economic dilution upon conversion of the 0.25% Senior Notes in the event that the market value per share of the Company’s common stock, as measured under the 0.25% Senior Notes, at the time of exercise is greater than the conversion price of the 0.25% Senior Notes. The 0.25% Note Hedges are separate transactions and are not part of the terms of the 0.25% Senior Notes. Holders of the 0.25% Senior Notes will not have any rights with respect to the 0.25% Note Hedges. The 0.25% Note Hedges do not impact earnings per share. Warrants Date Proceeds (in thousands) Shares Strike Price 0.25% Warrants March 2013 $ 84,800 17,308,880 $ 90.40 In March 2013, the Company also entered into a warrants transaction (the “ 0.25% Warrants”), whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, shares of the Company’s common stock. The 0.25% Warrants were anti-dilutive for the periods presented. The 0.25% Warrants are separate transactions entered into by the Company and are not part of the terms of the 0.25% Senior Notes or the 0.25% Note Hedges. Holders of the 0.25% Senior Notes and 0.25% Note Hedges will not have any rights with respect to the 0.25% Warrants. Revolving Credit Facility In October 2014, the Company entered into an agreement (the “Credit Agreement”) with Wells Fargo, N.A. and certain other institutional lenders that provides for a $650.0 million unsecured revolving credit facility that matures in October 2019 (the “Credit Facility”). Immediately upon closing, the Company borrowed $300.0 million under the Credit Facility. The Borrowings under the Credit Facility bear interest, at the Company’s option at either a base rate, as defined in the Credit Agreement, plus a margin of 0.00% to 0.75% or LIBOR plus a margin of 1.00% to 1.75% . The Company is obligated to pay ongoing commitment fees at a rate between 0.125% and 0.25% . Such interest rate margins and commitment fees are based on the Company’s consolidated leverage ratio for the preceding four fiscal quarter periods. Interest and the commitment fees are payable in arrears quarterly. The Company may use amounts borrowed under the Credit Facility for working capital, capital expenditures and other general corporate purposes, including permitted acquisitions. Subject to certain conditions stated in the Credit Agreement, the Company may borrow amounts under the Credit Facility at any time during the term of the Credit Agreement. The Company may also prepay borrowings under the Credit Agreement, in whole or in part, at any time without premium or penalty, subject to certain conditions, and amounts repaid or prepaid may be reborrowed. The Credit Agreement contains certain customary affirmative and negative covenants, including a consolidated leverage ratio covenant, a consolidated interest coverage ratio covenant, a limit on the Company’s ability to incur additional indebtedness, dispose of assets, make certain acquisition transactions, pay dividends or distributions, and certain other restrictions on the Company’s activities each defined specifically in the Credit Agreement. The Company was in compliance with the Credit Agreement’s covenants as of October 31, 2015 . In March 2015, the Company paid down $300.0 million of outstanding borrowings under the Credit Facility. There are currently no outstanding borrowings held under the Credit Facility as of October 31, 2015 . The weighted average interest rate on borrowings under the Credit Facility was 1.6% for the period beginning in October 2014 and ended March 31, 2015. The Company continues to pay a fee of 0.15% on the undrawn amount of the Credit Facility. Loan Assumed on 50 Fremont The Company assumed a $200.0 million loan with the acquisition of 50 Fremont (the “Loan”). The Loan bears an interest rate of 3.75% per annum and is due in June 2023. The Loan initially requires interest only payments. Beginning in fiscal year 2019, principal and interest payments are required, with the remaining principal due at maturity. For the three and nine months ended October 31, 2015 , total interest expense recognized was $ 1.9 million and $ 5.4 million , respectively. The Loan can be prepaid at any time subject to a yield maintenance fee. The agreement governing the Loan contains certain customary affirmative and negative covenants that the Company was in compliance with as of October 31, 2015 . Interest Expense on Convertible Senior Notes, Revolving Credit Facility and Loan Secured by 50 Fremont The following table sets forth total interest expense recognized related to the 0.25% Senior Notes, the Credit Facility and the Loan prior to capitalization of interest (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Contractual interest expense $ 2,843 $ 2,190 $ 9,036 $ 7,777 Amortization of debt issuance costs 1,027 1,132 3,077 3,490 Amortization of debt discount 6,148 8,637 18,317 28,837 $ 10,018 $ 11,959 $ 30,430 $ 40,104 |
Other Balance Sheet Accounts
Other Balance Sheet Accounts | 9 Months Ended |
Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Other Balance Sheet Accounts | Other Balance Sheet Accounts Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following (in thousands): As of October 31, January 31, Deferred income taxes, net $ 42,605 $ 35,528 Prepaid income taxes 23,167 21,514 Customer contract asset 3,572 16,620 Other taxes receivable 32,187 27,540 Prepaid expenses and other current assets 210,378 179,352 $ 311,909 $ 280,554 Customer contract asset reflects future billings of amounts that are contractually committed by ExactTarget’s existing customers as of the acquisition date in July 2013 that will be billed in the next 12 months. As the Company bills these customers this balance will reduce and accounts receivable will increase. Capitalized Software, net Capitalized software consisted of the following (in thousands): As of October 31, January 31, Capitalized internal-use software development costs, net of accumulated amortization of $172,728 and $136,314, respectively $ 114,058 $ 96,617 Acquired developed technology, net of accumulated amortization of $459,215 and $392,736, respectively 282,955 336,781 $ 397,013 $ 433,398 Capitalized internal-use software amortization expense totaled $12.9 million and $9.5 million for the three months ended October 31, 2015 and 2014 , respectively, and totaled $36.4 million and $26.2 million for the nine months ended October 31, 2015 and 2014 , respectively. Acquired developed technology amortization expense totaled $22.1 million and $22.5 million for the three months ended October 31, 2015 and 2014 , respectively, and totaled $66.5 million and $75.9 million for the nine months ended October 31, 2015 and 2014 , respectively. The Company capitalized $1.3 million and $1.5 million of stock-based expenses related to capitalized internal-use software development during the three months ended October 31, 2015 and 2014 , respectively, and $4.4 million and $3.6 million for the nine months ended October 31, 2015 and 2014 , respectively. Other Assets, net Other assets consisted of the following (in thousands): As of October 31, January 31, Deferred income taxes, noncurrent, net $ 7,236 $ 9,275 Long-term deposits 20,126 19,715 Purchased intangible assets, net of accumulated amortization of $191,807 and $130,968, respectively 277,898 329,971 Acquired intellectual property, net of accumulated amortization of $20,837 and $15,695, respectively 12,167 15,879 Customer contract asset 115 1,447 Other 79,185 76,259 $ 396,727 $ 452,546 Purchased intangible assets amortization expense for the three months ended October 31, 2015 and 2014 was $20.1 million and $14.9 million , respectively and for the nine months ended October 31, 2015 and 2014 was $60.8 million and $44.9 million , respectively. Acquired intellectual property amortization expense for the three months ended October 31, 2015 and 2014 was $1.7 million and $1.2 million , respectively and for the nine months ended October 31, 2015 and 2014 was $5.1 million and $3.6 million , respectively. Accounts Payable, Accrued Expenses and Other Liabilities Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): As of October 31, January 31, Accounts payable $ 88,755 $ 95,537 Accrued compensation 415,958 457,102 Accrued other liabilities 424,004 321,032 Accrued income and other taxes payable 154,020 184,844 Accrued professional costs 31,234 16,889 Customer liability, current (1) 10,315 13,084 Accrued rent 13,477 14,847 Financing obligation, building in progress-leased facility, current 11,930 0 $ 1,149,693 $ 1,103,335 (1) Customer liability reflects the legal obligation to provide future services that are contractually committed to ExactTarget’s existing customers but unbilled as of the acquisition date in July 2013. As these services are invoiced, this balance will decrease and deferred revenue will increase. Other Noncurrent Liabilities Other noncurrent liabilities consisted of the following (in thousands): As of October 31, January 31, Deferred income taxes and income taxes payable $ 113,801 $ 94,396 Customer liability, noncurrent 81 1,026 Financing obligation, building in progress-leased facility 194,350 125,289 Long-term lease liabilities and other 569,816 701,612 $ 878,048 $ 922,323 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity The Company maintains the following stock plans: the ESPP, the 2013 Equity Incentive Plan and the 2014 Inducement Equity Incentive Plan (the “2014 Inducement Plan”). The expiration of the 1999 Stock Option Plan (“1999 Plan”) in fiscal 2010 did not affect awards outstanding, which continue to be governed by the terms and conditions of the 1999 Plan. Offerings under the ESPP commenced in December 2011. As of October 31, 2015 , $74.4 million has been withheld on behalf of employees for future purchases under the ESPP and is recorded in accounts payable, accrued expenses and other liabilities. Prior to February 1, 2006, options issued under the Company’s stock option plans generally had a term of 10 years. From February 1, 2006 through July 2013, options issued had a term of five years. After July 2013, options issued have a term of seven years. Stock activity excluding the ESPP is as follows: Options Outstanding Shares Available for Grant Outstanding Stock Options Weighted- Average Exercise Price Aggregate Intrinsic Value Balance as of January 31, 2015 30,789,538 29,458,361 $ 44.36 Increase in shares authorized: 2013 Equity Incentive Plan 38,833,915 0 0.00 2014 Inducement Equity Incentive Plan 222,281 0 0.00 Options granted under all plans (1,243,913 ) 1,243,913 70.06 Restricted stock activity (1,717,493 ) 0 0.00 Stock grants to board and advisory board members (147,305 ) 0 0.00 Exercised 0 (7,139,738 ) 34.67 Plan shares expired (1,533,380 ) 0 0.00 Canceled 1,623,954 (1,623,954 ) 46.33 Balance as of October 31, 2015 66,827,597 21,938,582 $ 48.82 $ 633,719,094 Vested or expected to vest 20,636,830 $ 48.30 $ 606,931,261 Exercisable as of October 31, 2015 7,999,144 $ 37.53 $ 321,427,698 The total intrinsic value of the options exercised during the nine months ended October 31, 2015 and 2014 was $251.3 million and $202.0 million , respectively. The intrinsic value is the difference between the current market value of the stock and the exercise price of the stock option. The weighted-average remaining contractual life of vested and expected to vest options is approximately 4.5 years. As of October 31, 2015 , options to purchase 7,999,144 shares were vested at a weighted average exercise price of $37.53 per share and had a remaining weighted-average contractual life of approximately 2.9 years. The total intrinsic value of these vested options as of October 31, 2015 was $321.4 million . The following table summarizes information about stock options outstanding as of October 31, 2015 : Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted- Average Exercise Price Number of Shares Weighted- Average Exercise Price $0.86 to $29.38 3,115,316 2.3 $ 24.20 2,756,842 $ 24.42 $29.67 to $39.09 4,239,789 2.1 37.94 2,856,120 37.86 $40.19 to $52.14 567,287 4.3 43.27 212,321 43.57 $52.30 4,107,344 5.1 52.30 1,693,467 52.30 $53.60 to $57.79 1,572,567 5.6 55.24 424,396 55.15 $59.34 6,561,546 6.1 59.34 0 0.00 $59.37 to $77.37 1,774,733 6.3 67.22 55,998 62.64 21,938,582 4.5 $ 48.82 7,999,144 $ 37.53 Restricted stock activity is as follows: Restricted Stock Outstanding Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Balance as of January 31, 2015 23,144,008 $ 0.001 Granted 2,714,178 0.001 Canceled (2,296,785 ) 0.001 Vested and converted to shares (6,052,630 ) 0.001 Balance as of October 31, 2015 17,508,771 $ 0.001 $ 1,360,607 Expected to vest 15,326,839 $ 1,191,049 The restricted stock, which upon vesting entitles the holder to one share of common stock for each share of restricted stock, has an exercise price of $0.001 per share, which is equal to the par value of the Company’s common stock, and generally vests over 4 years. The weighted-average grant date fair value of the restricted stock issued for the nine months ended October 31, 2015 and 2014 was $70.26 and $58.84 , respectively. Common Stock The following number of shares of common stock were reserved and available for future issuance at October 31, 2015 : Options outstanding 21,938,582 Restricted stock awards and units outstanding 17,508,771 Stock available for future grant: 2013 Equity Incentive Plan 66,132,255 2014 Inducement Equity Incentive Plan 695,342 Amended and Restated 2004 Employee Stock Purchase Plan 8,259,824 Convertible Senior Notes 17,308,880 Warrants 17,308,880 149,152,534 |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Tax Rate The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year to date pretax income or loss and adjusts the provision for discrete tax items recorded in the period. For the nine months ended October 31, 2015 , the Company reported a tax provision of $90.3 million on a pretax income of $68.4 million , which resulted in an effective tax rate of 132 percent . The tax provision recorded was related to income taxes in profitable jurisdictions outside of the United States and the current tax expense in the United States. The Company had U.S. current tax expense as a result of forecasted taxable income before considering certain excess tax benefits from stock options and vesting of restricted stock. The U.S. Tax Court (“Tax Court”) recently issued an opinion favorable to Altera Corporation (“Altera”) with respect to Altera’s litigation with the Internal Revenue Service (“IRS”). The litigation relates to the treatment of stock-based compensation expense in an inter-company cost-sharing arrangement with Altera’s foreign subsidiary. In its opinion, the Tax Court accepted Altera’s position of excluding stock-based compensation from its inter-company cost-sharing arrangement. Once the final decision is issued by the Tax Court, the IRS could still appeal such decision; as a result, the Company will continue to monitor this matter and the related potential impacts to its financial statements. During the quarter ended October 31, 2015, the Company amended its inter-company cost-sharing arrangement to exclude stock-based compensation expense beginning in fiscal 2016 and accordingly, the Company recognized the related tax impact through its year-to-date tax provision. For the nine months ended October 31, 2014 , the Company reported a tax provision of $37.3 million on a pretax loss of $159.6 million , which resulted in a negative effective tax rate of 23 percent . The tax provision recorded was primarily related to income taxes in profitable jurisdictions outside the United States. Tax Benefits Related to Stock-Based Compensation The total income tax benefit related to stock-based awards was $130.8 million and $125.7 million for nine months ended October 31, 2015 and 2014 , respectively, the majority of which was not recognized as a result of the valuation allowance. Unrecognized Tax Benefits and Other Considerations The Company records liabilities related to its uncertain tax positions. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions throughout the world. Certain prior year tax returns are currently being examined by various taxing authorities in countries including the United States, Germany, Switzerland and the United Kingdom. To date, the Company has not received any proposed adjustments that would result in a material impact to its income tax provision. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. However, the outcome of the tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner inconsistent with management's expectations, the Company could adjust its provision for income taxes in the future. Based on the information to-date, as some of the ongoing examinations are completed and tax positions in these tax years meet the conditions of being effectively settled, the Company anticipates it is reasonably possible that a decrease of unrecognized tax benefits up to approximately $32.0 million may occur in the next 12 months. |
Earnings_Loss Per Share
Earnings/Loss Per Share | 9 Months Ended |
Oct. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings/Loss Per Share | Earnings/Loss Per Share Basic earnings/loss per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding for the fiscal period. Diluted earnings/loss per share is computed by giving effect to all potential weighted average dilutive common stock, including options, restricted stock units, warrants and the convertible senior notes. The dilutive effect of outstanding awards and convertible securities is reflected in diluted earnings per share by application of the treasury stock method. Diluted loss per share for the three and nine months ended October 31, 2015 and 2014 is the same as basic loss per share as there is a net loss in the period and inclusion of potentially issuable shares is anti-dilutive. A reconciliation of the denominator used in the calculation of basic and diluted earnings/(loss) per share is as follows (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Numerator: Net loss $ (25,157 ) $ (38,924 ) $ (21,917 ) $ (196,923 ) Denominator: Weighted-average shares outstanding for basic loss per share 664,131 629,548 659,160 619,748 Effect of dilutive securities: Convertible senior notes 0 0 0 0 Employee stock awards 0 0 0 0 Warrants 0 0 0 0 Adjusted weighted-average shares outstanding and assumed conversions for diluted loss per share 664,131 629,548 659,160 619,748 The weighted-average number of shares outstanding used in the computation of diluted earnings/loss per share does not include the effect of the following potential outstanding common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted earnings/loss per share because the effect would have been anti-dilutive (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Stock awards 20,191 19,922 22,634 20,115 Convertible senior notes 17,309 25,820 17,309 28,834 Warrants 17,309 44,253 17,309 44,253 |
Commitments
Commitments | 9 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments Letters of Credit As of October 31, 2015 , the Company had a total of $70.4 million in letters of credit outstanding substantially in favor of certain landlords for office space. These letters of credit renew annually and expire at various dates through December 2030. Leases The Company leases facilities space and certain fixed assets under non-cancelable operating and capital leases with various expiration dates. As of October 31, 2015 , the future minimum lease payments under non-cancelable operating and capital leases are as follows (in thousands): Capital Leases Operating Leases Financing Obligation, Building in Progress-Leased Facility(1) Fiscal Period: Remaining three months of fiscal 2016 $ 16,437 $ 87,285 $ 1,434 Fiscal 2017 116,792 347,232 16,877 Fiscal 2018 121,012 311,403 21,107 Fiscal 2019 114,085 241,180 21,551 Fiscal 2020 201,507 213,419 21,995 Thereafter 0 1,344,224 252,517 Total minimum lease payments 569,833 $ 2,544,743 $ 335,481 Less: amount representing interest (61,973 ) Present value of capital lease obligations $ 507,860 ______________ (1) Total Financing Obligation, Building in Progress-Leased Facility noted above represents the total obligation on the lease agreement including amounts allocated to interest noted in Note 3 “Property and Equipment.” As of October 31, 2015 , $206.3 million of the total obligation noted above was recorded to Financing obligation, building in progress - leased facility, of which the current portion is included in "Accounts payable, accrued expenses, and other liabilities" and the non-current portion is included in “Other noncurrent liabilities” on the condensed consolidated balance sheets. The Company’s agreements for the facilities and certain services provide the Company with the option to renew. The Company’s future contractual obligations would change if the Company exercised these options. The terms of the lease agreements provide for rental payments on a graduated basis. The Company recognizes rent expense on a straight-line basis over the lease period and has accrued for rent expense incurred but not paid. Of the total operating lease commitment and financing obligation, building in progress- leased facility balance of $2.9 billion , approximately $1.9 billion is related to facilities space. The remaining commitment amount is related to computer equipment, other leases, data center capacity and our development and test data center. |
Legal Proceedings and Claims
Legal Proceedings and Claims | 9 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Legal Proceedings and Claims | Legal Proceedings and Claims In the ordinary course of business, the Company is or may be involved in various legal proceedings and claims related to alleged infringement of third-party patents and other intellectual property rights, commercial, corporate and securities, labor and employment, class actions, wage and hour, and other claims. The Company has been, and may in the future be, put on notice and/or sued by third parties for alleged infringement of their proprietary rights, including patent infringement. In July 2015, the Company and certain of its current and former directors were named as defendants in a purported shareholder derivative action in the Superior Court for the State of California, County of San Francisco. The plaintiff filed an amended version of this derivative complaint in November 2015. The derivative complaint alleges that excessive compensation was paid to such directors for their service. The derivative complaint includes allegations of breach of fiduciary duty and unjust enrichment and seeks restitution and disgorgement of a portion of the directors' compensation, as well as reform of a Company equity plan. Because the complaint is derivative in nature, it does not seek monetary damages from the Company. During fiscal 2015, the Company received a communication from a large technology company alleging that the Company infringed certain of its patents. The Company continues to analyze this claim. No litigation has been filed to date. There can be no assurance that this claim will not lead to litigation in the future. The resolution of this claim is not expected to have a material adverse effect on the Company's financial condition, but it could be material to the net income or cash flows or both of a particular quarter. In general, the resolution of a legal matter could prevent the Company from offering its service to others, could be material to the Company’s financial condition or cash flows, or both, or could otherwise adversely affect the Company’s operating results. The Company makes a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impacts of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. In management’s opinion, resolution of all current matters is not expected to have a material adverse impact on the Company’s condensed consolidated results of operations, cash flows or financial position. However, depending on the nature and timing of any such dispute, an unfavorable resolution of a matter could materially affect the Company’s future results of operations or cash flows, or both, of a particular quarter. |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Oct. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Related-Party Transactions In January 1999, the Salesforce.com Foundation, also referred to as the Foundation, was chartered on an idea of leveraging the Company’s people, technology, and resources to help improve communities around the world. The Company calls this integrated philanthropic approach the 1-1-1 model. Beginning in 2008, Salesforce.org, which is a non-profit mutual benefit corporation, was established to resell the Company's services to nonprofit organizations and certain higher education organizations. The Company’s chairman is the chairman of both the Foundation and Salesforce.org. The Company’s chairman holds one of the three Foundation board seats. The Company’s chairman, one of the Company’s employees and one of the Company’s board members hold three of Salesforce.org’s ten board seats. The Company does not control the Foundation’s or Salesforce.org's activities, and accordingly, the Company does not consolidate either of the related entities' statement of activities with its financial results. Since the Foundation’s and Salesforce.org’s inception, the Company has provided at no charge certain resources to those entities employees such as office space, furniture, equipment, facilities, services, and other resources. The value of these items was approximately $0.9 million for the nine months ended October 31, 2015 . The resource sharing agreement was amended in August 2015 to include resources outside of the United States and is more explicit about the types of resources that the Company will provide. Additionally, the Company has donated subscriptions of the Company’s services to other qualified non-profit organizations. The Company also allows Salesforce.org to resell the Company’s service to non-profit organizations and certain education entities. The Company does not charge Salesforce.org for these subscriptions, therefore revenue from subscriptions provided to non-profit organizations is donated back to the community through charitable grants made by the Foundation and Salesforce.org. The reseller agreement was amended in August 2015 to include additional customer segments and certain customers outside the U.S. and in October 2015 to add an addendum with model clauses for the processing of personal data transferred from the European Economic Area. The value of the subscriptions pursuant to reseller agreements was approximately $48.2 million for the nine months ended October 31, 2015 . The Company plans to continue these programs. The Company has committed to donate $4.0 million to the Foundation to further support its philanthropic mission. This amount will be paid to the Foundation during this fiscal year. |
Summary of Business and Signi20
Summary of Business and Significant Accounting Policies (Policies) | 9 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Fiscal Year | Fiscal Year The Company’s fiscal year ends on January 31. References to fiscal 2016, for example, refer to the fiscal year ending January 31, 2016 . |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated balance sheet as of October 31, 2015 and the condensed consolidated statements of operations, the condensed consolidated statements of comprehensive loss and the condensed consolidated statements of cash flows for the three and nine months ended October 31, 2015 and 2014 , respectively, are unaudited. The condensed consolidated balance sheet data as of January 31, 2015 was derived from the audited consolidated financial statements that are included in the Company’s fiscal 2015 Form 10-K, which was filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2015 . The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s fiscal 2015 Form 10-K. The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the financial information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of the Company’s management, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements in the Form 10-K, and include all adjustments necessary for the fair presentation of the Company’s balance sheet as of October 31, 2015 , and its results of operations, including its comprehensive loss, and its cash flows for the three and nine months ended October 31, 2015 and 2014 . All adjustments are of a normal recurring nature. The results for the three and nine months ended October 31, 2015 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2016 . |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions in the Company’s condensed consolidated financial statements and notes thereto. Significant estimates and assumptions made by management include the determination of: • the best estimate of selling price of the deliverables included in multiple deliverable revenue arrangements, • the fair value of assets acquired and liabilities assumed for business combinations, • the recognition, measurement and valuation of current and deferred income taxes, • the fair value of convertible notes, • the fair value of stock awards issued and related forfeiture rates, • the useful lives of intangible assets and property and equipment, • the valuation of strategic investments and the determination of other-than-temporary impairments, and • the assessment of determination of impairment of long-lived assets (property and equipment, goodwill and identified intangibles). Actual results could differ materially from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the result of which forms the basis for making judgments about the carrying values of assets and liabilities. |
Principles of Consolidation | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Segments | Segments The Company operates as one operating segment. Operating segments are defined as components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision maker, who is the chief executive officer, in deciding how to allocate resources and assessing performance. Over the past few years, the Company has completed several acquisitions. These acquisitions have allowed the Company to expand its offerings, presence and reach in various market segments of the enterprise cloud computing market. While the Company has offerings in multiple enterprise cloud computing market segments, the Company’s business operates in one operating segment because all of the Company's offerings operate on a single platform and are deployed in an identical way, and the Company’s chief operating decision maker evaluates the Company’s financial information and resources and assesses the performance of these resources on a consolidated basis. Since the Company operates in one operating segment, all required financial segment information can be found in the condensed consolidated financial statements. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents, marketable securities and trade accounts receivable. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. Collateral is not required for accounts receivable. The Company maintains an allowance for doubtful accounts receivable balances. This allowance is based upon historical loss patterns, the number of days that billings are past due and an evaluation of the potential risk of loss associated with delinquent accounts. |
Revenue Recognition | Revenue Recognition The Company derives its revenues from two sources: (1) subscription revenues, which are comprised of subscription fees from customers accessing the Company’s enterprise cloud computing services and from customers paying for additional support beyond the standard support that is included in the basic subscription fees; and (2) related professional services such as process mapping, project management, implementation services and other revenue. “Other revenue” consists primarily of training fees. The Company commences revenue recognition when all of the following conditions are satisfied: • there is persuasive evidence of an arrangement; • the service has been or is being provided to the customer; • the collection of the fees is reasonably assured; and • the amount of fees to be paid by the customer is fixed or determinable. The Company’s subscription service arrangements are non-cancelable and do not contain refund-type provisions. Subscription and Support Revenues Subscription and support revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date the Company’s service is made available to customers. Amounts that have been invoiced are recorded in accounts receivable and in deferred revenue or revenue, depending on whether the revenue recognition criteria have been met. Professional Services and Other Revenues The majority of the Company’s professional services contracts are on a time and material basis. When these services are not combined with subscription revenues as a single unit of accounting, as discussed below, these revenues are recognized as the services are rendered for time and material contracts, and when the milestones are achieved and accepted by the customer for fixed price contracts. Training revenues are recognized as the services are performed. Multiple Deliverable Arrangements The Company enters into arrangements with multiple deliverables that generally include multiple subscriptions, premium support and professional services. If the deliverables have standalone value upon delivery, the Company accounts for each deliverable separately. Subscription services have standalone value as such services are often sold separately. In determining whether professional services have standalone value, the Company considers the following factors for each professional services agreement: availability of the services from other vendors, the nature of the professional services, the timing of when the professional services contract was signed in comparison to the subscription service start date and the contractual dependence of the subscription service on the customer’s satisfaction with the professional services work. To date, the Company has concluded that all of the professional services included in multiple deliverable arrangements executed have standalone value. Multiple deliverables included in an arrangement are separated into different units of accounting and the arrangement consideration is allocated to the identified separate units based on a relative selling price hierarchy. The Company determines the relative selling price for a deliverable based on its vendor-specific objective evidence of selling price (“VSOE”), if available, or its best estimate of selling price (“BESP”), if VSOE is not available. The Company has determined that third-party evidence of selling price (“TPE”) is not a practical alternative due to differences in its service offerings compared to other parties and the availability of relevant third-party pricing information. The amount of revenue allocated to delivered items is limited by contingent revenue, if any. For certain professional services, the Company has established VSOE as a consistent number of standalone sales of these deliverables have been priced within a reasonably narrow range. The Company has not established VSOE for its subscription services due to lack of pricing consistency, the introduction of new services and other factors. Accordingly, the Company uses its BESP to determine the relative selling price for its subscription services. The Company determines BESP by considering its overall pricing objectives and market conditions. Significant pricing practices taken into consideration include the Company’s discounting practices, the size and volume of the Company’s transactions, the customer demographic, the geographic area where services are sold, price lists, its go-to-market strategy, historical standalone sales and contract prices. The determination of BESP is made through consultation with and approval by the Company’s management, taking into consideration the go-to-market strategy. As the Company’s go-to-market strategies evolve, the Company may modify its pricing practices in the future, which could result in changes in relative selling prices, including both VSOE and BESP. |
Deferred Revenue | Deferred Revenue The deferred revenue balance does not represent the total contract value of annual or multi-year, non-cancelable subscription agreements. Deferred revenue primarily consists of billings or payments received in advance of revenue recognition from subscription services described above and is recognized as the revenue recognition criteria are met. The Company generally invoices customers in annual installments. The deferred revenue balance is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing, size and new business linearity within the quarter. Deferred revenue that will be recognized during the succeeding twelve month period is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. |
Deferred Commissions | Deferred Commissions Deferred commissions are the incremental costs that are directly associated with non-cancelable subscription contracts with customers and consist of sales commissions paid to the Company’s direct sales force. The commissions are deferred and amortized over the non-cancelable terms of the related customer contracts, which are typically 12 to 36 months . The commission payments are paid in full the month after the customer’s service commences and are a direct and incremental cost of the revenue arrangements. The deferred commission amounts are recoverable through the future revenue streams under the non-cancelable customer contracts. The Company believes this is the preferable method of accounting as the commission charges are so closely related to the revenue from the non-cancelable customer contracts that they should be recorded as an asset and charged to expense over the same period that the subscription revenue is recognized. Amortization of deferred commissions is included in marketing and sales expense in the accompanying condensed consolidated statements of operations. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash and cash equivalents are stated at fair value. |
Marketable Securities | Marketable Securities Management determines the appropriate classification of marketable securities at the time of purchase and reevaluates such determination at each balance sheet date. Securities are classified as available for sale and are carried at fair value, with the change in unrealized gains and losses, net of tax, reported as a separate component on the condensed consolidated statements of comprehensive loss. Fair value is determined based on quoted market rates when observable or utilizing data points that are observable, such as quoted prices, interest rates and yield curves. Declines in fair value judged to be other-than-temporary on securities available for sale are included as a component of investment income. In order to determine whether a decline in value is other-than-temporary, the Company evaluates, among other factors: the duration and extent to which the fair value has been less than the carrying value and its intent and ability to retain the investment for a period of time sufficient to allow for any anticipated recovery in fair value. The cost of securities sold is based on the specific-identification method. Interest on securities classified as available for sale is also included as a component of investment income. |
Fair Value Measurement | Fair Value Measurement The Company measures its cash equivalents, marketable securities and foreign currency derivative contracts at fair value. The additional disclosures regarding the Company’s fair value measurements are included in Note 2 “Investments.” |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows: Computer, equipment and software 3 to 9 years Furniture and fixtures 5 years Leasehold improvements The remaining lease term or up to 10 years When assets are retired or otherwise disposed of, the cost and accumulated depreciation and amortization are removed from their respective accounts and any loss on such retirement is reflected in operating expenses. |
Capitalized Internal-Use Software Costs | Capitalized Internal-Use Software Costs The Company capitalizes costs related to its enterprise cloud computing services and certain projects for internal use incurred during the application development stage. Costs related to preliminary project activities and post implementation activities are expensed as incurred. Internal-use software is amortized on a straight-line basis over its estimated useful life, which is generally three to five years. Management evaluates the useful lives of these assets on an annual basis and tests for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. |
Goodwill and Intangible Assets Impairment Assessments | Goodwill and Intangible Assets Impairment Assessments The Company evaluates and tests the recoverability of its goodwill for impairment at least annually during the fourth quarter or more often if and when circumstances indicate that goodwill may not be recoverable. Intangible assets are amortized over their useful lives. Each period the Company evaluates the estimated remaining useful life of its intangible assets and whether events or changes in circumstances warrant a revision to the remaining period of amortization. The carrying amounts of these assets are periodically reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of these assets may not be recoverable. Recoverability of these assets is measured by comparison of the carrying amount of each asset to the future undiscounted cash flows the asset is expected to generate. If the undiscounted cash flows used in the test for recoverability are less than the carrying amount of these assets, then the carrying amount of such assets is reduced to fair value. |
Long- Lived Assets and Impairment Assessment | Long- Lived Assets and Impairment Assessment The company evaluates long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. This includes but is not limited to significant adverse changes in business climate, market conditions, or other events that indicate an asset's carrying amount may not be recoverable. If such review indicates that the carrying amount of long-lived assets is not recoverable, the carrying amount of such assets is reduced to fair value. |
Business Combinations | Business Combinations The Company uses its best estimates and assumptions to accurately assign fair value to the tangible and intangible assets acquired and liabilities assumed at the acquisition date. The Company’s estimates are inherently uncertain and subject to refinement. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the fair value of these tangible and intangible assets acquired and liabilities assumed, with the corresponding offset to goodwill. In addition, uncertain tax positions and tax-related valuation allowances are initially established in connection with a business combination as of the acquisition date. The Company continues to collect information and reevaluates these estimates and assumptions quarterly and records any adjustments to the Company’s preliminary estimates to goodwill provided that the Company is within the measurement period. Upon the conclusion of the measurement period or final determination of the fair value of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments are recorded to the Company’s condensed consolidated statements of operations. |
Leases and Asset Retirement Obligations | Leases and Asset Retirement Obligations The Company categorizes leases at their inception as either operating or capital leases. In certain lease agreements, the Company may receive rent holidays and other incentives. The Company recognizes lease costs on a straight-line basis once control of the space is achieved, without regard to deferred payment terms such as rent holidays that defer the commencement date of required payments. Additionally, incentives received are treated as a reduction of costs over the term of the agreement. The Company establishes assets and liabilities for the present value of estimated future costs to retire long-lived assets at the termination or expiration of a lease. Such assets are depreciated over the lease period to operating expense. In the event the Company is the deemed owner for accounting purposes during construction, the Company records assets and liabilities for the estimated construction costs incurred under build-to-suit lease arrangements to the extent it is involved in the construction of structural improvements or takes construction risk prior to commencement of a lease. The Company additionally has entered into subleases for unoccupied leased office space. Losses are recognized in the period the sublease is executed. Any sublease payments received in excess of the straight-line rent payments for the sublease are recorded in other income (expense). |
Accounting for Stock-Based Compensation | The Company estimated its future stock price volatility considering both its observed option-implied volatilities and its historical volatility calculations. Management believes this is the best estimate of the expected volatility over the expected life of its stock options and stock purchase rights. Accounting for Stock-Based Expense The Company recognizes stock-based expenses related to stock options and restricted stock awards on a straight-line basis over the requisite service period of the awards, which is generally the vesting term of four years . The Company recognizes stock-based expenses related to shares issued pursuant to its Amended and Restated 2004 Employee Stock Purchase Plan (“ESPP” or “2004 Employee Stock Purchase Plan”) on a straight-line basis over the offering period, which is 12 months . Stock-based expenses are recognized net of estimated forfeiture activity. The estimated forfeiture rate applied is based on historical forfeiture rates. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option pricing model. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax laws is recognized in the condensed consolidated statement of operations in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts that are more likely than not expected to be realized based on the weighting of positive and negative evidence. Future realization of deferred tax assets ultimately depends on the existence of sufficient taxable income of the appropriate character (for example, ordinary income or capital gain) within the carryback or carryforward periods available under the applicable tax law. The Company regularly reviews the deferred tax assets for recoverability based on historical taxable income, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. The Company’s judgments regarding future profitability may change due to many factors, including future market conditions and the ability to successfully execute its business plans and/or tax planning strategies. Should there be a change in the ability to recover deferred tax assets, the tax provision would increase or decrease in the period in which the assessment is changed. The Company’s tax positions are subject to income tax audits by multiple tax jurisdictions throughout the world. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, solely based on its technical merits. The tax benefit recognized is measured as the largest amount of benefit which is greater than 50 percent likely to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in the income tax provision. |
Foreign Currency Translation | Foreign Currency Translation The functional currency of the Company’s major foreign subsidiaries is generally the local currency. Adjustments resulting from translating foreign functional currency financial statements into U.S. dollars are recorded as a separate component on the condensed consolidated statements of comprehensive loss. Foreign currency transaction gains and losses are included in net loss for the period. All assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange rate on the balance sheet date. Revenues and expenses are translated at the average exchange rate during the period. Equity transactions are translated using historical exchange rates. |
Warranties and Indemnification | Warranties and Indemnification The Company’s enterprise cloud computing services are typically warranted to perform in a manner consistent with general industry standards that are reasonably applicable and materially in accordance with the Company’s online help documentation under normal use and circumstances. The Company’s arrangements generally include certain provisions for indemnifying customers against liabilities if its products or services infringe a third party’s intellectual property rights. To date, the Company has not incurred any material costs as a result of such obligations and has not accrued any liabilities related to such obligations in the accompanying condensed consolidated financial statements. The Company has also agreed to indemnify its directors and executive officers for costs associated with any fees, expenses, judgments, fines and settlement amounts incurred by any of these persons in any action or proceeding to which any of those persons is, or is threatened to be, made a party by reason of the person’s service as a director or officer, including any action by the Company, arising out of that person’s services as the Company’s director or officer or that person’s services provided to any other company or enterprise at the Company’s request. The Company maintains director and officer insurance coverage that would generally enable the Company to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. |
New Accounting Pronouncements | New Accounting Pronouncements 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 amended the existing FASB Accounting Standards Codification. This standard establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. The standard also provides guidance on the recognition of costs related to obtaining and fulfilling customer contracts. The FASB deferred the effective date for the new revenue reporting standard for entities reporting under U.S. GAAP for one year. In accordance with the deferral, ASU 2014-09 will be effective for fiscal 2019 , including interim periods within that reporting period. The Company is currently in the process of assessing the adoption methodology, which allows the amendment to be applied retrospectively to each prior period presented, or with the cumulative effect recognized as of the date of initial application. The Company is also evaluating the impact of the adoption of ASU 2014-09 on its condensed consolidated financial statements and has not determined whether the effect will be material to either its revenue results or its deferred commissions balances. In May 2013, FASB issued Accounting Standards Update No. 2013-270, “a revision of the 2010 proposed FASB Accounting Standards Update, Leases (Topic 840)” (“ASU 2013-270”), to place leases on lessee’s balance sheets. ASU 2013-270 states a lessee would recognize a lease liability for lease payments and recognize an asset for its right to use the leased asset during the lease term. In November 2015, FASB set an effective date for annual periods after December 2018. The Company plans to adopt ASU 2013-270 in fiscal 2020 and is currently evaluating the impact to its condensed consolidated financial statements. In September 2015, the FASB issued Accounting Standards Update No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments (Topic 805)” (“ASU 2015-16”) which eliminates the requirement to restate prior period financial statements for measurement period adjustments. ASU 2015-16 requires that the cumulative impact of a measurement period adjustment (including the impact on prior periods) be recognized in the reporting period in which the adjustment is identified. The new standard is effective for interim and annual periods beginning after December 15, 2015 and early adoption is permitted. The Company is evaluating the impact of the adoption of ASU 2015-16 on its condensed consolidated financial statements. |
Reclassification | Reclassification Certain reclassifications to the fiscal 2015 balances were made to conform to the current period presentation in the Balance Sheet. These reclassifications include strategic investments and other assets, net. |
Summary of Business and Signi21
Summary of Business and Significant Accounting Policies (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Accounting Policies [Abstract] | |
Revenues By Geographical Region | Revenues by geographical region are as follows (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Americas $ 1,258,148 $ 995,331 $ 3,575,441 $ 2,812,654 Europe 302,704 252,982 848,413 730,324 Asia Pacific 151,115 135,342 433,964 386,000 $ 1,711,967 $ 1,383,655 $ 4,857,818 $ 3,928,978 |
Schedule Of Property And Equipment Estimated Useful Lives | Property and equipment are stated at cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of those assets as follows: Computer, equipment and software 3 to 9 years Furniture and fixtures 5 years Leasehold improvements The remaining lease term or up to 10 years |
Schedule Of Assumptions Used To Calculate Fair Value Of Options Granted | The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions and fair value per share: Three Months Ended Nine Months Ended Stock Options 2015 2014 2015 2014 Volatility 35 % 37 % 35-37 % 37 % Estimated life 3.6 years 3.5 years 3.6 years 3.5 years Risk-free interest rate 1.21-1.27 % 1.34-1.53 % 1.13-1.42 % 1.20-1.53 % Weighted-average fair value per share of grants $ 19.72 $ 17.32 $ 19.79 $ 16.46 Three Months Ended Nine Months Ended ESPP 2015 2014 2015 2014 Volatility n/a n/a 34 % 34-35 % Estimated life n/a n/a 0.75 years 0.75 years Risk-free interest rate n/a n/a 0.06-0.27 % 0.07-0.16 % Weighted-average fair value per share of grants n/a n/a $ 19.30 $ 14.53 |
Investments (Tables)
Investments (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Investments Schedule [Abstract] | |
Schedule of Marketable Securities | At October 31, 2015 , marketable securities consisted of the following (in thousands): Investments classified as Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate notes and obligations $ 636,779 $ 905 $ (1,678 ) $ 636,006 U.S. treasury securities 126,837 149 (42 ) 126,944 Mortgage backed obligations 84,288 94 (401 ) 83,981 Asset backed securities 176,633 73 (240 ) 176,466 Municipal securities 36,358 141 (30 ) 36,469 Foreign government obligations 2,094 16 (2 ) 2,108 U.S. agency obligations 8,998 5 (9 ) 8,994 Covered bonds 6,863 157 0 7,020 Total marketable securities $ 1,078,850 $ 1,540 $ (2,402 ) $ 1,077,988 At January 31, 2015 , marketable securities consisted of the following (in thousands): Investments classified as Marketable Securities Amortized Cost Unrealized Gains Unrealized Losses Fair Value Corporate notes and obligations $ 605,724 $ 3,031 $ (481 ) $ 608,274 U.S. treasury securities 73,226 257 (1 ) 73,482 Mortgage backed obligations 44,181 159 (415 ) 43,925 Asset backed securities 120,049 131 (43 ) 120,137 Municipal securities 36,447 115 (25 ) 36,537 Foreign government obligations 12,023 278 0 12,301 U.S. agency obligations 19,488 26 (4 ) 19,510 Covered bonds 66,816 1,185 0 68,001 Total marketable securities $ 977,954 $ 5,182 $ (969 ) $ 982,167 |
Schedule of Short-Term and Long-Term Marketable Securities | The duration of the investments classified as marketable securities is as follows (in thousands): As of October 31, January 31, Recorded as follows: Short-term (due in one year or less) $ 134,687 $ 87,312 Long-term (due after one year) 943,301 894,855 $ 1,077,988 $ 982,167 |
Schedule of Marketable Securities in a Unrealized Loss Position | As of October 31, 2015 , the following marketable securities were in an unrealized loss position (in thousands): Less than 12 Months 12 Months or Greater Total Fair Value Unrealized Losses Fair Value Unrealized Losses Fair Value Unrealized Losses Corporate notes and obligations $ 330,654 $ (1,382 ) $ 51,475 $ (296 ) $ 382,129 $ (1,678 ) U.S. treasury securities 47,184 (42 ) 0 0 47,184 (42 ) Mortgage backed obligations 51,412 (298 ) 9,143 (103 ) 60,555 (401 ) Asset backed securities 122,349 (212 ) 7,398 (28 ) 129,747 (240 ) Municipal securities 3,990 (18 ) 3,949 (12 ) 7,939 (30 ) Foreign government obligations 1,576 (2 ) 0 0 1,576 (2 ) U.S. agency obligations 4,991 (9 ) 0 0 4,991 (9 ) $ 562,156 $ (1,963 ) $ 71,965 $ (439 ) $ 634,121 $ (2,402 ) |
Schedule of Assets and Liabilities Measured at Fair Value an a Recurring Basis | The following table presents information about the Company’s assets and liabilities that are measured at fair value as of October 31, 2015 and indicates the fair value hierarchy of the valuation (in thousands): Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balances as of October 31, 2015 Cash equivalents (1): Time deposits $ 0 $ 235,695 $ 0 $ 235,695 Money market mutual funds 339,446 0 0 339,446 Marketable securities: Corporate notes and obligations 0 636,006 0 636,006 U.S. treasury securities 0 126,944 0 126,944 Mortgage backed obligations 0 83,981 0 83,981 Asset backed securities 0 176,466 0 176,466 Municipal securities 0 36,469 0 36,469 Foreign government obligations 0 2,108 0 2,108 U.S. agency obligations 0 8,994 0 8,994 Covered bonds 0 7,020 0 7,020 Foreign currency derivative contracts (2) 0 7,789 0 7,789 Total Assets $ 339,446 $ 1,321,472 $ 0 $ 1,660,918 Liabilities Foreign currency derivative contracts (3) $ 0 $ 5,996 $ 0 $ 5,996 Total Liabilities $ 0 $ 5,996 $ 0 $ 5,996 _____________ (1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of October 31, 2015 , in addition to $648.2 million of cash. (2) Included in “prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet as of October 31, 2015 . (3) Included in “accounts payable, accrued expenses and other liabilities” in the condensed consolidated balance sheet as of October 31, 2015 . The following table presents information about the Company’s assets and liabilities that are measured at fair value as of January 31, 2015 and indicates the fair value hierarchy of the valuation (in thousands): Description Quoted Prices in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Balances as of January 31, 2015 Cash equivalents (1): Time deposits $ 0 $ 292,487 $ 0 $ 292,487 Money market mutual funds 13,983 0 0 13,983 Marketable securities: Corporate notes and obligations 0 608,274 0 608,274 U.S. treasury securities 0 73,482 0 73,482 Mortgage backed obligations 0 43,925 0 43,925 Asset backed securities 0 120,137 0 120,137 Municipal securities 0 36,537 0 36,537 Foreign government obligations 0 12,301 0 12,301 U.S. agency obligations 0 19,510 0 19,510 Covered bonds 0 68,001 0 68,001 Foreign currency derivative contracts (2) 0 10,611 0 10,611 Total Assets $ 13,983 $ 1,285,265 $ 0 $ 1,299,248 Liabilities Foreign currency derivative contracts (3) $ 0 $ 5,694 $ 0 $ 5,694 Total Liabilities $ 0 $ 5,694 $ 0 $ 5,694 ______________ (1) Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of January 31, 2015 , in addition to $601.6 million of cash. (2) Included in “prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet as of January 31, 2015 . (3) Included in “accounts payable, accrued expenses and other liabilities” in the accompanying condensed consolidated balance sheet as of January 31, 2015 . |
Schedule of Outstanding Foreign Currency Derivative Contracts Related Primarily to Intercompany Receivables and Payables | Details on outstanding foreign currency derivative contracts related primarily to intercompany receivables and payables are presented below (in thousands): As of October 31, 2015 January 31, 2015 Notional amount of foreign currency derivative contracts $ 1,067,250 $ 942,086 Fair value of foreign currency derivative contracts $ 1,793 $ 4,917 |
Fair Value of Outstanding Derivative Instruments | The fair value of the Company’s outstanding derivative instruments are summarized below (in thousands): Fair Value of Derivative Instruments As of Balance Sheet Location October 31, 2015 January 31, 2015 Derivative Assets Derivatives not designated as hedging instruments: Foreign currency derivative contracts Prepaid expenses and other current assets $ 7,789 $ 10,611 Derivative Liabilities Derivatives not designated as hedging instruments: Foreign currency derivative contracts Accounts payable, accrued expenses and other liabilities $ 5,996 $ 5,694 |
Schedule of The Effect of The Derivative Instruments Not Designated as Hedging Instruments on the Condensed Consolidated Statements of Operations | The effect of the derivative instruments not designated as hedging instruments on the condensed consolidated statements of operations during the three and nine months ended October 31, 2015 and 2014 , respectively, are summarized below (in thousands): Derivatives Not Designated as Hedging Losses on Derivative Instruments Three Months Ended Location 2015 2014 Foreign currency derivative contracts Other expense $ (2,888 ) $ (3,068 ) Derivatives Not Designated as Hedging Gains (Losses) on Derivative Instruments Nine Months Ended Location 2015 2014 Foreign currency derivative contracts Other expense $ 9,773 $ (2,964 ) |
Schedule of Components of Investment Income | Investment income consists of interest income, realized gains, and realized losses on the Company’s cash, cash equivalents and marketable securities. The components of investment income are presented below (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Interest income $ 3,700 $ 2,720 $ 9,919 $ 7,051 Realized gains 257 78 3,197 424 Realized losses (450 ) (176 ) (1,765 ) (420 ) Total investment income $ 3,507 $ 2,622 $ 11,351 $ 7,055 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property And Equipment | Property and equipment consisted of the following (in thousands): As of October 31, 2015 January 31, 2015 Land $ 183,888 $ 0 Buildings 614,349 125,289 Computers, equipment and software 1,259,210 1,171,762 Furniture and fixtures 77,606 71,881 Leasehold improvements 450,565 376,761 $ 2,585,618 $ 1,745,693 Less accumulated depreciation and amortization (843,476 ) (619,827 ) $ 1,742,142 $ 1,125,866 |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Business Acquisition [Line Items] | |
Schedule of Goodwill | Goodwill consisted of the following (in thousands): Balance as of January 31, 2015 $ 3,782,660 Other business combinations 66,394 Balance as of October 31, 2015 $ 3,849,054 |
50 Fremont Street | |
Business Acquisition [Line Items] | |
Schedule of Consideration Transferred | The purchase consideration for the corporate headquarters building was as follows (in thousands): Fair Value Cash $ 435,189 Loan assumed on 50 Fremont 200,000 Prorations due to ownership transfer midmonth 2,411 Total purchase consideration $ 637,600 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of net tangible and intangible assets acquired (in thousands): Fair Value Building $ 435,390 Land 183,888 Termination of salesforce operating lease 9,483 Acquired lease intangibles 7,590 Loan assumed on 50 Fremont fair market value adjustment 1,249 Total $ 637,600 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Convertible Senior Notes | Certain terms of the conversion features of the 0.25% Senior Notes are as follows: Conversion Rate per $1,000 Par Value Initial Conversion Price per Share Convertible Date 0.25% Senior Notes 15.0512 $ 66.44 January 1, 2018 Convertible Senior Notes Par Value Outstanding Equity Component Recorded at Issuance Liability Component of Par Value as of (In thousands) October 31, January 31, 0.25% Convertible Senior Notes due April 1, 2018 $ 1,150,000 $ 122,421 (1) $ 1,088,910 $ 1,070,692 ___________ (1) This amount represents the equity component recorded at the initial issuance of the 0.25% convertible senior notes. |
Schedule of Convertible Senior Notes | The 0.25% Senior Notes consisted of the following (in thousands): As of October 31, January 31, Liability component : Principal: 0.25% Senior Notes (1) $ 1,150,000 $ 1,150,000 Less: debt discount, net 0.25% Senior Notes (2) (61,090 ) (79,308 ) Net carrying amount $ 1,088,910 $ 1,070,692 (1) The effective interest rate of the 0.25% Senior Notes is 2.53% . The interest rate is based on the interest rates of similar liabilities at the time of issuance that did not have an associated convertible feature. (2) Included in the condensed consolidated balance sheets within Convertible 0.25% Senior Notes (which is classified as a noncurrent liability) and is amortized over the life of the 0.25% Senior Notes using the effective interest rate method. |
Summary of Hedge Notes | To minimize the impact of potential economic dilution upon conversion of the Notes, the Company entered into convertible note hedge transactions with respect to its common stock (the “ 0.25% Note Hedges”). (in thousands, except for shares) Date Purchase Shares 0.25% Note Hedges March 2013 $ 153,800 17,308,880 |
Components of Warrants | Warrants Date Proceeds (in thousands) Shares Strike Price 0.25% Warrants March 2013 $ 84,800 17,308,880 $ 90.40 |
Schedule of Interest Expense | The following table sets forth total interest expense recognized related to the 0.25% Senior Notes, the Credit Facility and the Loan prior to capitalization of interest (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Contractual interest expense $ 2,843 $ 2,190 $ 9,036 $ 7,777 Amortization of debt issuance costs 1,027 1,132 3,077 3,490 Amortization of debt discount 6,148 8,637 18,317 28,837 $ 10,018 $ 11,959 $ 30,430 $ 40,104 |
Other Balance Sheet Accounts (T
Other Balance Sheet Accounts (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consisted of the following (in thousands): As of October 31, January 31, Deferred income taxes, net $ 42,605 $ 35,528 Prepaid income taxes 23,167 21,514 Customer contract asset 3,572 16,620 Other taxes receivable 32,187 27,540 Prepaid expenses and other current assets 210,378 179,352 $ 311,909 $ 280,554 |
Schedule of Capitalized Software Costs | Capitalized software consisted of the following (in thousands): As of October 31, January 31, Capitalized internal-use software development costs, net of accumulated amortization of $172,728 and $136,314, respectively $ 114,058 $ 96,617 Acquired developed technology, net of accumulated amortization of $459,215 and $392,736, respectively 282,955 336,781 $ 397,013 $ 433,398 |
Schedule of Other Assets | Other assets consisted of the following (in thousands): As of October 31, January 31, Deferred income taxes, noncurrent, net $ 7,236 $ 9,275 Long-term deposits 20,126 19,715 Purchased intangible assets, net of accumulated amortization of $191,807 and $130,968, respectively 277,898 329,971 Acquired intellectual property, net of accumulated amortization of $20,837 and $15,695, respectively 12,167 15,879 Customer contract asset 115 1,447 Other 79,185 76,259 $ 396,727 $ 452,546 |
Schedule of Accrued Expenses and Other Current Liabilities | Accounts payable, accrued expenses and other liabilities consisted of the following (in thousands): As of October 31, January 31, Accounts payable $ 88,755 $ 95,537 Accrued compensation 415,958 457,102 Accrued other liabilities 424,004 321,032 Accrued income and other taxes payable 154,020 184,844 Accrued professional costs 31,234 16,889 Customer liability, current (1) 10,315 13,084 Accrued rent 13,477 14,847 Financing obligation, building in progress-leased facility, current 11,930 0 $ 1,149,693 $ 1,103,335 (1) Customer liability reflects the legal obligation to provide future services that are contractually committed to ExactTarget’s existing customers but unbilled as of the acquisition date in July 2013. As these services are invoiced, this balance will decrease and deferred revenue will increase. |
Schedule of Other Noncurrent Liabilities | Other noncurrent liabilities consisted of the following (in thousands): As of October 31, January 31, Deferred income taxes and income taxes payable $ 113,801 $ 94,396 Customer liability, noncurrent 81 1,026 Financing obligation, building in progress-leased facility 194,350 125,289 Long-term lease liabilities and other 569,816 701,612 $ 878,048 $ 922,323 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Equity [Abstract] | |
Schedule Of Stock Activity | Stock activity excluding the ESPP is as follows: Options Outstanding Shares Available for Grant Outstanding Stock Options Weighted- Average Exercise Price Aggregate Intrinsic Value Balance as of January 31, 2015 30,789,538 29,458,361 $ 44.36 Increase in shares authorized: 2013 Equity Incentive Plan 38,833,915 0 0.00 2014 Inducement Equity Incentive Plan 222,281 0 0.00 Options granted under all plans (1,243,913 ) 1,243,913 70.06 Restricted stock activity (1,717,493 ) 0 0.00 Stock grants to board and advisory board members (147,305 ) 0 0.00 Exercised 0 (7,139,738 ) 34.67 Plan shares expired (1,533,380 ) 0 0.00 Canceled 1,623,954 (1,623,954 ) 46.33 Balance as of October 31, 2015 66,827,597 21,938,582 $ 48.82 $ 633,719,094 Vested or expected to vest 20,636,830 $ 48.30 $ 606,931,261 Exercisable as of October 31, 2015 7,999,144 $ 37.53 $ 321,427,698 |
Schedule Of Stock Options Outstanding | The following table summarizes information about stock options outstanding as of October 31, 2015 : Options Outstanding Options Exercisable Range of Exercise Prices Number Outstanding Weighted- Average Remaining Contractual Life (Years) Weighted- Average Exercise Price Number of Shares Weighted- Average Exercise Price $0.86 to $29.38 3,115,316 2.3 $ 24.20 2,756,842 $ 24.42 $29.67 to $39.09 4,239,789 2.1 37.94 2,856,120 37.86 $40.19 to $52.14 567,287 4.3 43.27 212,321 43.57 $52.30 4,107,344 5.1 52.30 1,693,467 52.30 $53.60 to $57.79 1,572,567 5.6 55.24 424,396 55.15 $59.34 6,561,546 6.1 59.34 0 0.00 $59.37 to $77.37 1,774,733 6.3 67.22 55,998 62.64 21,938,582 4.5 $ 48.82 7,999,144 $ 37.53 |
Schedule Of Restricted Stock Activity | Restricted stock activity is as follows: Restricted Stock Outstanding Outstanding Weighted- Average Exercise Price Aggregate Intrinsic Value (in thousands) Balance as of January 31, 2015 23,144,008 $ 0.001 Granted 2,714,178 0.001 Canceled (2,296,785 ) 0.001 Vested and converted to shares (6,052,630 ) 0.001 Balance as of October 31, 2015 17,508,771 $ 0.001 $ 1,360,607 Expected to vest 15,326,839 $ 1,191,049 |
Schedule Of Shares Of Common Stock Available For Future Issuance Under Stock Option Plans | The following number of shares of common stock were reserved and available for future issuance at October 31, 2015 : Options outstanding 21,938,582 Restricted stock awards and units outstanding 17,508,771 Stock available for future grant: 2013 Equity Incentive Plan 66,132,255 2014 Inducement Equity Incentive Plan 695,342 Amended and Restated 2004 Employee Stock Purchase Plan 8,259,824 Convertible Senior Notes 17,308,880 Warrants 17,308,880 149,152,534 |
Earnings_Loss Per Share (Tables
Earnings/Loss Per Share (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Earnings Per Share [Abstract] | |
Reconciliation of Denominator Used In Calculation of Basic And Diluted Loss Per Share | A reconciliation of the denominator used in the calculation of basic and diluted earnings/(loss) per share is as follows (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Numerator: Net loss $ (25,157 ) $ (38,924 ) $ (21,917 ) $ (196,923 ) Denominator: Weighted-average shares outstanding for basic loss per share 664,131 629,548 659,160 619,748 Effect of dilutive securities: Convertible senior notes 0 0 0 0 Employee stock awards 0 0 0 0 Warrants 0 0 0 0 Adjusted weighted-average shares outstanding and assumed conversions for diluted loss per share 664,131 629,548 659,160 619,748 |
Shares Excluded From Diluted Earnings Or Loss Per Share | The weighted-average number of shares outstanding used in the computation of diluted earnings/loss per share does not include the effect of the following potential outstanding common stock. The effects of these potentially outstanding shares were not included in the calculation of diluted earnings/loss per share because the effect would have been anti-dilutive (in thousands): Three Months Ended October 31, Nine Months Ended October 31, 2015 2014 2015 2014 Stock awards 20,191 19,922 22,634 20,115 Convertible senior notes 17,309 25,820 17,309 28,834 Warrants 17,309 44,253 17,309 44,253 |
Commitments (Tables)
Commitments (Tables) | 9 Months Ended |
Oct. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Minimum Lease Payments Under Non-Cancelable Operating And Capital Leases | As of October 31, 2015 , the future minimum lease payments under non-cancelable operating and capital leases are as follows (in thousands): Capital Leases Operating Leases Financing Obligation, Building in Progress-Leased Facility(1) Fiscal Period: Remaining three months of fiscal 2016 $ 16,437 $ 87,285 $ 1,434 Fiscal 2017 116,792 347,232 16,877 Fiscal 2018 121,012 311,403 21,107 Fiscal 2019 114,085 241,180 21,551 Fiscal 2020 201,507 213,419 21,995 Thereafter 0 1,344,224 252,517 Total minimum lease payments 569,833 $ 2,544,743 $ 335,481 Less: amount representing interest (61,973 ) Present value of capital lease obligations $ 507,860 ______________ (1) Total Financing Obligation, Building in Progress-Leased Facility noted above represents the total obligation on the lease agreement including amounts allocated to interest noted in Note 3 “Property and Equipment.” As of October 31, 2015 , $206.3 million of the total obligation noted above was recorded to Financing obligation, building in progress - leased facility, of which the current portion is included in "Accounts payable, accrued expenses, and other liabilities" and the non-current portion is included in “Other noncurrent liabilities” on the condensed consolidated balance sheets. |
Summary of Business and Signi30
Summary of Business and Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2015customercountry | Oct. 31, 2014customercountry | Oct. 31, 2015customersegmentcountry | Oct. 31, 2014customercountry | Jan. 31, 2015customer | |
Concentration Risk [Line Items] | |||||
Number of operating segments | segment | 1 | ||||
Vesting period | 4 years | ||||
Offering period | 12 months | ||||
Expected dividend yield | 0.00% | ||||
Percentage of tax benefit likely to be realized upon settlement (greater than 50%) | 50.00% | ||||
Accounts Receivable | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Customers exceeding concentration of accounts receivable threshold, number | 0 | 0 | 0 | ||
Concentration risk percentage | 5.00% | 5.00% | |||
Revenue | Customer Concentration Risk | |||||
Concentration Risk [Line Items] | |||||
Customers exceeding concentration of total revenue threshold, number | 0 | 0 | 0 | 0 | |
Concentration risk percentage | 5.00% | 5.00% | 5.00% | 5.00% | |
Revenue | Geographic Concentration Risk | Americas | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 95.00% | 95.00% | 94.00% | 94.00% | |
Revenue | Geographic Concentration Risk | All Other Countries | |||||
Concentration Risk [Line Items] | |||||
Countries exceeding concentration of total revenue threshold, number | country | 0 | 0 | 0 | 0 | |
Concentration risk percentage | 10.00% | 10.00% | 10.00% | 10.00% | |
Assets | Geographic Concentration Risk | Outside Americas | |||||
Concentration Risk [Line Items] | |||||
Concentration risk percentage | 9.00% | 12.00% | |||
Minimum | |||||
Concentration Risk [Line Items] | |||||
Deferred and amortized commission period | 12 months | ||||
Maximum | |||||
Concentration Risk [Line Items] | |||||
Deferred and amortized commission period | 36 months |
Summary of Business and Signi31
Summary of Business and Significant Accounting Policies - Revenues by Geographical Region (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 1,711,967 | $ 1,383,655 | $ 4,857,818 | $ 3,928,978 |
Reportable Geographical Components [Member] | Americas | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 1,258,148 | 995,331 | 3,575,441 | 2,812,654 |
Reportable Geographical Components [Member] | Europe | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | 302,704 | 252,982 | 848,413 | 730,324 |
Reportable Geographical Components [Member] | Asia Pacific | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues | $ 151,115 | $ 135,342 | $ 433,964 | $ 386,000 |
Summary of Business and Signi32
Summary of Business and Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Detail) | 9 Months Ended |
Oct. 31, 2015 | |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Minimum | Computers, equipment and software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Minimum | Capitalized internal-use software development costs | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Maximum | Computers, equipment and software | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 9 years |
Maximum | Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Maximum | Capitalized internal-use software development costs | |
Property, Plant and Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Summary of Business and Signi33
Summary of Business and Significant Accounting Policies - Schedule of Assumptions Used to Calculate Fair Value of Options Granted (Detail) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 35.00% | 37.00% | 37.00% | |
Volatility, minimum | 35.00% | |||
Volatility, maximum | 37.00% | |||
Estimated life | 3 years 7 months 6 days | 3 years 6 months | 3 years 7 months 6 days | 3 years 6 months |
Risk-free interest rate, minimum | 1.21% | 1.34% | 1.13% | 1.20% |
Risk-free interest rate, maximum | 1.27% | 1.53% | 1.42% | 1.53% |
Weighted-average fair value per share of grants (in dollars per share) | $ 19.72 | $ 17.32 | $ 19.79 | $ 16.46 |
Employee Stock Purchase Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Volatility | 34.00% | |||
Volatility, minimum | 34.00% | |||
Volatility, maximum | 35.00% | |||
Estimated life | 9 months | 9 months | ||
Risk-free interest rate, minimum | 0.06% | 0.07% | ||
Risk-free interest rate, maximum | 0.27% | 0.16% | ||
Weighted-average fair value per share of grants (in dollars per share) | $ 19.30 | $ 14.53 |
Investments - Schedule of Marke
Investments - Schedule of Marketable Securities (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 1,078,850 | $ 977,954 |
Unrealized Gains | 1,540 | 5,182 |
Unrealized Losses | (2,402) | (969) |
Fair Value | 1,077,988 | 982,167 |
Corporate notes and obligations | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 636,779 | 605,724 |
Unrealized Gains | 905 | 3,031 |
Unrealized Losses | (1,678) | (481) |
Fair Value | 636,006 | 608,274 |
U.S. treasury securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 126,837 | 73,226 |
Unrealized Gains | 149 | 257 |
Unrealized Losses | (42) | (1) |
Fair Value | 126,944 | 73,482 |
Mortgage backed obligations | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 84,288 | 44,181 |
Unrealized Gains | 94 | 159 |
Unrealized Losses | (401) | (415) |
Fair Value | 83,981 | 43,925 |
Asset backed securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 176,633 | 120,049 |
Unrealized Gains | 73 | 131 |
Unrealized Losses | (240) | (43) |
Fair Value | 176,466 | 120,137 |
Municipal securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 36,358 | 36,447 |
Unrealized Gains | 141 | 115 |
Unrealized Losses | (30) | (25) |
Fair Value | 36,469 | 36,537 |
Foreign government obligations | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,094 | 12,023 |
Unrealized Gains | 16 | 278 |
Unrealized Losses | (2) | 0 |
Fair Value | 2,108 | 12,301 |
U.S. agency obligations | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 8,998 | 19,488 |
Unrealized Gains | 5 | 26 |
Unrealized Losses | (9) | (4) |
Fair Value | 8,994 | 19,510 |
Covered bonds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 6,863 | 66,816 |
Unrealized Gains | 157 | 1,185 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 7,020 | $ 68,001 |
Investments - Schedule of Short
Investments - Schedule of Short-Term and Long-Term Marketable Securities (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Investments, Debt and Equity Securities [Abstract] | ||
Short-term (due in one year or less) | $ 134,687 | $ 87,312 |
Long-term (due after one year) | 943,301 | 894,855 |
Fair Value of Marketable Securities | $ 1,077,988 | $ 982,167 |
Investments - Schedule of Mar36
Investments - Schedule of Marketable Securities in Unrealized Loss Position (Detail) $ in Thousands | Oct. 31, 2015USD ($) |
Schedule of Available-for-sale Securities [Line Items] | |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | $ 562,156 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | (1,963) |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 71,965 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | (439) |
Marketable securities in an unrealized loss position, Fair Value | 634,121 |
Marketable securities in an unrealized loss position, Unrealized Losses | (2,402) |
Corporate notes and obligations | |
Schedule of Available-for-sale Securities [Line Items] | |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 330,654 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | (1,382) |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 51,475 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | (296) |
Marketable securities in an unrealized loss position, Fair Value | 382,129 |
Marketable securities in an unrealized loss position, Unrealized Losses | (1,678) |
U.S. treasury securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 47,184 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | (42) |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 0 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | 0 |
Marketable securities in an unrealized loss position, Fair Value | 47,184 |
Marketable securities in an unrealized loss position, Unrealized Losses | (42) |
Mortgage backed obligations | |
Schedule of Available-for-sale Securities [Line Items] | |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 51,412 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | (298) |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 9,143 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | (103) |
Marketable securities in an unrealized loss position, Fair Value | 60,555 |
Marketable securities in an unrealized loss position, Unrealized Losses | (401) |
Asset backed securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 122,349 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | (212) |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 7,398 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | (28) |
Marketable securities in an unrealized loss position, Fair Value | 129,747 |
Marketable securities in an unrealized loss position, Unrealized Losses | (240) |
Municipal securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 3,990 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | (18) |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 3,949 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | (12) |
Marketable securities in an unrealized loss position, Fair Value | 7,939 |
Marketable securities in an unrealized loss position, Unrealized Losses | (30) |
Foreign government obligations | |
Schedule of Available-for-sale Securities [Line Items] | |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 1,576 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | (2) |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 0 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | 0 |
Marketable securities in an unrealized loss position, Fair Value | 1,576 |
Marketable securities in an unrealized loss position, Unrealized Losses | (2) |
U.S. agency obligations | |
Schedule of Available-for-sale Securities [Line Items] | |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 4,991 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | (9) |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 0 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | 0 |
Marketable securities in an unrealized loss position, Fair Value | 4,991 |
Marketable securities in an unrealized loss position, Unrealized Losses | $ (9) |
Investments - Additional Inform
Investments - Additional Information (Detail) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2015USD ($)investment | Jan. 31, 2015USD ($)investment | |
Investment Holdings [Line Items] | ||
Unrealized losses on fixed rate investments, upper range value | $ 74,000 | |
Strategic Investments | ||
Investment Holdings [Line Items] | ||
Number of investments in marketable equity securities | investment | 6 | 4 |
Unrealized gain on marketable securities | $ 18,300,000 | $ 13,100,000 |
Investments in privately-held companies | 470,800,000 | 158,000,000 |
Investments in privately-held companies, unrealized gains | 183,200,000 | 122,000,000 |
Strategic Investments | Significant Unobservable Inputs (Level 3) | Estimate of Fair Value Measurement [Member] | Cost Approach Valuation Technique [Member] | ||
Investment Holdings [Line Items] | ||
Investments in privately-held companies, estimated fair value | 654,000,000 | 280,000,000 |
Strategic Investments | Equity Securities | ||
Investment Holdings [Line Items] | ||
Fair value of marketable security | $ 26,000,000 | $ 17,800,000 |
Investments - Schedule of Asset
Investments - Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Cash | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | $ 648,200 | $ 601,600 |
Recurring measurement | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 68,001 | |
Total Assets | 1,660,918 | 1,299,248 |
Total Liabilities | 5,996 | 5,694 |
Recurring measurement | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Total Assets | 339,446 | 13,983 |
Total Liabilities | 0 | 0 |
Recurring measurement | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 68,001 | |
Total Assets | 1,321,472 | 1,285,265 |
Total Liabilities | 5,996 | 5,694 |
Recurring measurement | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Total Assets | 0 | 0 |
Total Liabilities | 0 | 0 |
Recurring measurement | Prepaid expenses and other current assets | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency derivative contracts | 7,789 | 10,611 |
Recurring measurement | Prepaid expenses and other current assets | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency derivative contracts | 0 | 0 |
Recurring measurement | Prepaid expenses and other current assets | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency derivative contracts | 7,789 | 10,611 |
Recurring measurement | Prepaid expenses and other current assets | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency derivative contracts | 0 | 0 |
Recurring measurement | Accounts payable, accrued expenses and other liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency derivative contracts | 5,996 | 5,694 |
Recurring measurement | Accounts payable, accrued expenses and other liabilities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency derivative contracts | 0 | 0 |
Recurring measurement | Accounts payable, accrued expenses and other liabilities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency derivative contracts | 5,996 | 5,694 |
Recurring measurement | Accounts payable, accrued expenses and other liabilities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Foreign currency derivative contracts | 0 | 0 |
Recurring measurement | Time deposits | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 235,695 | 292,487 |
Recurring measurement | Time deposits | Cash and cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Recurring measurement | Time deposits | Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 235,695 | 292,487 |
Recurring measurement | Time deposits | Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Recurring measurement | Money market mutual funds | Cash and cash equivalents | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 339,446 | 13,983 |
Recurring measurement | Money market mutual funds | Cash and cash equivalents | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 339,446 | 13,983 |
Recurring measurement | Money market mutual funds | Cash and cash equivalents | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Recurring measurement | Money market mutual funds | Cash and cash equivalents | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Cash equivalents | 0 | 0 |
Recurring measurement | Corporate notes and obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 636,006 | 608,274 |
Recurring measurement | Corporate notes and obligations | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | Corporate notes and obligations | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 636,006 | 608,274 |
Recurring measurement | Corporate notes and obligations | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | U.S. treasury securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 126,944 | 73,482 |
Recurring measurement | U.S. treasury securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | U.S. treasury securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 126,944 | 73,482 |
Recurring measurement | U.S. treasury securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | Mortgage backed obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 83,981 | 43,925 |
Recurring measurement | Mortgage backed obligations | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | Mortgage backed obligations | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 83,981 | 43,925 |
Recurring measurement | Mortgage backed obligations | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | Asset backed securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 176,466 | 120,137 |
Recurring measurement | Asset backed securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | Asset backed securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 176,466 | 120,137 |
Recurring measurement | Asset backed securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | Municipal securities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 36,469 | 36,537 |
Recurring measurement | Municipal securities | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | Municipal securities | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 36,469 | 36,537 |
Recurring measurement | Municipal securities | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | Foreign government obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,108 | 12,301 |
Recurring measurement | Foreign government obligations | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | Foreign government obligations | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 2,108 | 12,301 |
Recurring measurement | Foreign government obligations | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | U.S. agency obligations | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 8,994 | 19,510 |
Recurring measurement | U.S. agency obligations | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | 0 |
Recurring measurement | U.S. agency obligations | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 8,994 | 19,510 |
Recurring measurement | U.S. agency obligations | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | $ 0 |
Recurring measurement | Covered bonds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 7,020 | |
Recurring measurement | Covered bonds | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 0 | |
Recurring measurement | Covered bonds | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | 7,020 | |
Recurring measurement | Covered bonds | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Marketable securities | $ 0 |
Investments - Schedule of Outst
Investments - Schedule of Outstanding Foreign Currency Derivative Contracts Related Primarily to Intercompany Receivables and Payables (Detail) - Derivatives not designated as hedging instruments - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Derivative [Line Items] | ||
Fair value of foreign currency derivative contracts | $ 1,793 | $ 4,917 |
Foreign currency derivative contracts | ||
Derivative [Line Items] | ||
Notional amount of foreign currency derivative contracts | $ 1,067,250 | $ 942,086 |
Investments - Fair Value of Out
Investments - Fair Value of Outstanding Derivative Instruments (Detail) - Derivatives not designated as hedging instruments - Foreign currency derivative contracts - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Prepaid expenses and other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Assets | $ 7,789 | $ 10,611 |
Accounts payable, accrued expenses and other liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liabilities | $ 5,996 | $ 5,694 |
Investments - Effect of Derivat
Investments - Effect of Derivative Instruments Not Designated as Hedging Instruments on Condensed Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Derivatives not designated as hedging instruments | Foreign currency derivative contracts | Other income (expense) | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gains (Losses) on Derivative Instruments Recognized in Income | $ (2,888) | $ (3,068) | $ 9,773 | $ (2,964) |
Investments - Schedule of Compo
Investments - Schedule of Components of Investment Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Interest income | $ 3,700 | $ 2,720 | $ 9,919 | $ 7,051 |
Realized gains | 257 | 78 | 3,197 | 424 |
Realized losses | (450) | (176) | (1,765) | (420) |
Total investment income | $ 3,507 | $ 2,622 | $ 11,351 | $ 7,055 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,585,618 | $ 1,745,693 |
Less accumulated depreciation and amortization | (843,476) | (619,827) |
Property and equipment, net | 1,742,142 | 1,125,866 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 183,888 | 0 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 614,349 | 125,289 |
Computers, equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,259,210 | 1,171,762 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 77,606 | 71,881 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 450,565 | $ 376,761 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) ft² in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Oct. 31, 2015USD ($)a | Oct. 31, 2015USD ($)a | Oct. 31, 2014USD ($) | Apr. 30, 2014USD ($) | Oct. 31, 2015USD ($)a | Oct. 31, 2014USD ($) | Jan. 31, 2015USD ($) | Dec. 31, 2012ft² | |
Property, Plant and Equipment [Line Items] | ||||||||
Depreciation and amortization expense | $ 77,400,000 | $ 64,600,000 | $ 226,600,000 | $ 181,700,000 | ||||
Fixed assets acquired under capital lease agreements | $ 743,300,000 | 743,300,000 | 743,300,000 | $ 734,700,000 | ||||
Proceeds from land and building improvements held for sale | 127,066,000 | 192,240,000 | 127,066,000 | 223,240,000 | ||||
Net rentable area (in square feet) | ft² | 445 | |||||||
Property and equipment, gross | 2,585,618,000 | 2,585,618,000 | 2,585,618,000 | 1,745,693,000 | ||||
Financing obligation, building in progress-leased facility, current | 11,930,000 | 11,930,000 | 11,930,000 | 0 | ||||
Noncurrent financing obligation liability | 194,400,000 | 194,400,000 | 194,400,000 | |||||
Financing obligation, tenant improvements | 25,000,000 | 25,000,000 | 25,000,000 | |||||
Financing obligation, imputed interest | 5,700,000 | 5,700,000 | 5,700,000 | |||||
Expected financing obligation | $ 335,481,000 | 335,481,000 | 335,481,000 | |||||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Undeveloped Real Estate | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Area of land | a | 8.8 | 8.8 | 8.8 | |||||
Undeveloped Real Estate and Portion of Perpetual Parking Rights | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Proceeds from land and building improvements held for sale | $ 157,100,000 | $ 127,100,000 | ||||||
Proceeds from deposit from disposition of property | $ 30,000,000 | |||||||
Gain on disposition of property | 21,800,000 | |||||||
Computers, equipment and software | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Accumulated depreciation and amortization | 285,400,000 | 285,400,000 | $ 285,400,000 | 206,700,000 | ||||
Property and equipment, gross | 1,259,210,000 | 1,259,210,000 | 1,259,210,000 | $ 1,171,762,000 | ||||
Building in progress—leased facility | ||||||||
Property, Plant and Equipment [Line Items] | ||||||||
Property and equipment, gross | $ 175,900,000 | $ 175,900,000 | $ 175,900,000 |
Business Combinations (Narrativ
Business Combinations (Narrative) (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Feb. 28, 2015USD ($)ft²story | Oct. 31, 2015USD ($) | Oct. 31, 2014USD ($) | Oct. 31, 2015USD ($)ft² | Oct. 31, 2014USD ($) | Dec. 31, 2012ft² | |
Business Acquisition [Line Items] | ||||||
Net rentable area (in square feet) | ft² | 445 | |||||
Business combinations, net of cash acquired | $ 27,759 | $ (38,071) | $ 58,680 | $ (38,071) | ||
50 Fremont Street | ||||||
Business Acquisition [Line Items] | ||||||
Number of stories in building | story | 41 | |||||
Net rentable area (in square feet) | ft² | 817 | |||||
Area leased | ft² | 500 | 567 | ||||
Proceeds of like-kind exchange account | $ 115,000 | |||||
Non-cash gain on termination of lease | 36,600 | |||||
Reversal of tenant incentives | 46,100 | |||||
Termination of salesforce operating lease | $ 9,483 | |||||
Other Business Combination | ||||||
Business Acquisition [Line Items] | ||||||
Business combinations, net of cash acquired | $ 60,100 | |||||
Other business combinations | $ 66,394 |
Business Combinations (Consider
Business Combinations (Consideration Transferred) (Details) - 50 Fremont Street $ in Thousands | 1 Months Ended |
Feb. 28, 2015USD ($) | |
Business Acquisition [Line Items] | |
Cash | $ 435,189 |
Loan assumed on 50 Fremont | 200,000 |
Prorations due to ownership transfer midmonth | 2,411 |
Consideration transferred | $ 637,600 |
Business Combinations (Estimate
Business Combinations (Estimated Fair Values of Assets Acquired and Liabilities Assumed) (Details) - 50 Fremont Street $ in Thousands | Feb. 28, 2015USD ($) |
Business Acquisition [Line Items] | |
Building | $ 435,390 |
Land | 183,888 |
Termination of salesforce operating lease | 9,483 |
Intangible assets | 7,590 |
Loan assumed on 50 Fremont fair market value adjustment | 1,249 |
Net assets acquired | $ 637,600 |
Business Combinations (Goodwill
Business Combinations (Goodwill) (Details) $ in Thousands | 9 Months Ended |
Oct. 31, 2015USD ($) | |
Goodwill [Roll Forward] | |
Balance as of January 31, 2015 | $ 3,782,660 |
Balance as of October 31, 2015 | 3,849,054 |
Other Business Combination | |
Goodwill [Roll Forward] | |
Other business combinations | $ 66,394 |
Debt - Summary of Convertible S
Debt - Summary of Convertible Senior Notes (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Mar. 31, 2013 |
Debt Conversion [Line Items] | |||
Convertible 0.25% senior notes, net | $ 1,088,910 | $ 1,070,692 | |
Convertible Debt | 0.25% Convertible Senior Notes due April 1, 2018 | |||
Debt Conversion [Line Items] | |||
Par Value Outstanding | 1,150,000 | ||
Equity Component Recorded at Issuance | 122,421 | ||
Convertible 0.25% senior notes, net | $ 1,088,910 | $ 1,070,692 | |
Contractual interest rate | 0.25% | 0.25% |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Mar. 31, 2015 | Feb. 28, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | Mar. 31, 2013 | |
Debt Instrument [Line Items] | ||||||||
Proceeds from revolving credit facility, net | $ 0 | $ 297,325,000 | $ 0 | $ 297,325,000 | ||||
Amount outstanding | 0 | 0 | ||||||
Debt instrument, interest expense | $ 10,018,000 | 11,959,000 | $ 30,430,000 | 40,104,000 | ||||
50 Fremont Street | ||||||||
Debt Instrument [Line Items] | ||||||||
Loan assumed on 50 Fremont | $ 200,000,000 | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 650,000,000 | $ 650,000,000 | $ 650,000,000 | |||||
Proceeds from revolving credit facility, net | $ 300,000,000 | |||||||
Interest rate | 1.60% | 1.60% | ||||||
Fee on undrawn amount of revolver | 0.15% | |||||||
Revolving Credit Facility | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.125% | |||||||
Revolving Credit Facility | Minimum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.00% | |||||||
Revolving Credit Facility | Minimum | Adjusted LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.00% | |||||||
Revolving Credit Facility | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage | 0.25% | |||||||
Revolving Credit Facility | Maximum | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.75% | |||||||
Revolving Credit Facility | Maximum | Adjusted LIBOR | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 1.75% | |||||||
Convertible Debt | 0.25% Convertible Senior Notes due April 1, 2018 | ||||||||
Debt Instrument [Line Items] | ||||||||
Par value | $ 1,150,000,000 | |||||||
Contractual interest rate | 0.25% | 0.25% | 0.25% | |||||
Consecutive trading days threshold | 20 days | |||||||
Consecutive trading days threshold, total | 30 days | |||||||
Stock price trigger | 130.00% | |||||||
Notes price trigger | 98.00% | |||||||
Purchase price upon fundamental change | 100.00% | 100.00% | ||||||
Estimated fair value of Company's senior notes | $ 1,500,000,000 | $ 1,500,000,000 | ||||||
Fair value debt basis amount | $ 100 | $ 100 | ||||||
Closing prices of Company's common stock | $ 77.71 | $ 77.71 | ||||||
If-converted value in excess of principal | $ 195,100,000 | |||||||
Line of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 300,000,000 | |||||||
Mortgage Loan | 50 Fremont Street | ||||||||
Debt Instrument [Line Items] | ||||||||
Contractual interest rate | 3.75% | |||||||
Loan assumed on 50 Fremont | $ 200,000,000 | |||||||
Debt instrument, interest expense | $ 1,900,000 | $ 5,400,000 |
Debt - Schedule of Conversion o
Debt - Schedule of Conversion of Senior Notes to Common Stock (Detail) - Convertible Debt - 0.25% Convertible Senior Notes due April 1, 2018 | 9 Months Ended |
Oct. 31, 2015$ / shares | |
Debt Instrument [Line Items] | |
Conversion Rate per $1,000 Par Value | 0.0150512 |
Initial Conversion Price per Share | $ 66.44 |
Debt - Schedule of Convertible
Debt - Schedule of Convertible Senior Notes (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 | Mar. 31, 2013 |
Convertible Senior Notes | |||
Debt Instrument [Line Items] | |||
Net carrying amount | $ 1,088,910 | $ 1,070,692 | |
Convertible Debt | 0.25% Convertible Senior Notes due April 1, 2018 | |||
Debt Instrument [Line Items] | |||
Principal | 1,150,000 | 1,150,000 | |
Less: debt discount, net | $ (61,090) | $ (79,308) | |
Interest percentage of convertible senior notes | 0.25% | 0.25% | |
Effective interest rates of Senior Notes | 2.53% |
Debt - Summary of Hedge Notes (
Debt - Summary of Hedge Notes (Detail) - Convertible Debt - 0.25% Note Hedges $ in Thousands | 9 Months Ended |
Oct. 31, 2015USD ($)shares | |
Derivatives, Fair Value [Line Items] | |
Purchase | $ | $ 153,800 |
Shares | 17,308,880 |
Debt - Components of Warrants (
Debt - Components of Warrants (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Oct. 31, 2015USD ($)$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants (in shares) | 17,308,880 |
Convertible Debt | 0.25% Warrants | |
Class of Warrant or Right [Line Items] | |
Proceeds | $ | $ 84,800 |
Warrants (in shares) | 17,308,880 |
Strike Price (in dollars per share) | $ / shares | $ 90.40 |
Debt - Schedule of Interest Exp
Debt - Schedule of Interest Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Debt Disclosure [Abstract] | ||||
Contractual interest expense | $ 2,843 | $ 2,190 | $ 9,036 | $ 7,777 |
Amortization of debt issuance costs | 1,027 | 1,132 | 3,077 | 3,490 |
Amortization of debt discount | 6,148 | 8,637 | 18,317 | 28,837 |
Debt Instrument, Interest Expense, Total | $ 10,018 | $ 11,959 | $ 30,430 | $ 40,104 |
Other Balance Sheet Accounts -
Other Balance Sheet Accounts - Schedule of Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Deferred income taxes, net | $ 42,605 | $ 35,528 |
Prepaid income taxes | 23,167 | 21,514 |
Customer contract asset | 3,572 | 16,620 |
Other taxes receivable | 32,187 | 27,540 |
Prepaid expenses and other current assets | 210,378 | 179,352 |
Prepaid expenses and other current assets | $ 311,909 | $ 280,554 |
Other Balance Sheet Accounts 57
Other Balance Sheet Accounts - Schedule of Capitalized Software Costs (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Capitalized software costs | $ 397,013 | $ 433,398 |
Capitalized internal-use software development costs, net of accumulated amortization of $172,728 and $136,314, respectively | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized software costs | 114,058 | 96,617 |
Accumulated amortization | 172,728 | 136,314 |
Acquired developed technology, net of accumulated amortization of $459,215 and $392,736, respectively | ||
Property, Plant and Equipment [Line Items] | ||
Capitalized software costs | 282,955 | 336,781 |
Accumulated amortization | $ 459,215 | $ 392,736 |
Other Balance Sheet Accounts 58
Other Balance Sheet Accounts - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Purchased intangible assets | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | $ 20.1 | $ 14.9 | $ 60.8 | $ 44.9 |
Acquired intellectual property | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of acquired intangible assets | 1.7 | 1.2 | 5.1 | 3.6 |
Capitalized internal-use software development costs | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Capitalized software amortization expense | 12.9 | 9.5 | 36.4 | 26.2 |
Capitalized stock based compensation | 1.3 | 1.5 | 4.4 | 3.6 |
Acquired developed technology | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Capitalized software amortization expense | $ 22.1 | $ 22.5 | $ 66.5 | $ 75.9 |
Other Balance Sheet Accounts 59
Other Balance Sheet Accounts - Schedule of Other Assets (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Deferred income taxes, noncurrent, net | $ 7,236 | $ 9,275 |
Long-term deposits | 20,126 | 19,715 |
Customer contract asset | 115 | 1,447 |
Other | 79,185 | 76,259 |
Other assets, net | 396,727 | 452,546 |
Purchased intangible assets, net of accumulated amortization of $191,807 and $130,968, respectively | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 277,898 | 329,971 |
Accumulated amortization | 191,807 | 130,968 |
Acquired intellectual property, net of accumulated amortization of $20,837 and $15,695, respectively | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired intangible assets | 12,167 | 15,879 |
Accumulated amortization | $ 20,837 | $ 15,695 |
Other Balance Sheet Accounts 60
Other Balance Sheet Accounts - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 88,755 | $ 95,537 |
Accrued compensation | 415,958 | 457,102 |
Accrued other liabilities | 424,004 | 321,032 |
Accrued income and other taxes payable | 154,020 | 184,844 |
Accrued professional costs | 31,234 | 16,889 |
Customer liability, current | 10,315 | 13,084 |
Accrued rent | 13,477 | 14,847 |
Financing obligation, building in progress-leased facility, current | 11,930 | 0 |
Accrued expenses and other current liabilities | $ 1,149,693 | $ 1,103,335 |
Other Balance Sheet Accounts 61
Other Balance Sheet Accounts - Schedule of Other Non current Liabilities (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Payables and Accruals [Abstract] | ||
Deferred income taxes and income taxes payable | $ 113,801 | $ 94,396 |
Customer liability, noncurrent | 81 | 1,026 |
Financing obligation, building in progress-leased facility | 194,350 | 125,289 |
Long-term lease liabilities and other | 569,816 | 701,612 |
Other noncurrent liabilities | $ 878,048 | $ 922,323 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Jan. 31, 2006 | Oct. 31, 2015 | Oct. 31, 2014 | Jul. 31, 2015 | Jul. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total intrinsic value of the options exercised during the period | $ 251.3 | $ 202 | |||
Weighted-average remaining contractual life of vested and expected to vest options (in years) | 4 years 6 months | ||||
Options vested | 7,999,144 | ||||
Weighted average exercise price vested | $ 37.53 | ||||
Weighted-average contractual life of vested and expected to vest options (in years) | 2 years 10 months 24 days | ||||
Intrinsic value of vested options | $ 321.4 | ||||
Weighted-average exercise price | $ 0.001 | ||||
Restricted stock units, vesting period (in years) | 4 years | ||||
Weighted-average grant date fair value of the restricted stock units issued | $ 70.26 | $ 58.84 | |||
Stock Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Contractual life of stock options (in years) | 10 years | 7 years | 5 years | ||
Employee Stock Purchase Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Amount withheld on behalf of employees for future purchases | $ 74.4 |
Stockholders' Equity - Stock Ac
Stockholders' Equity - Stock Activity (Detail) | 9 Months Ended |
Oct. 31, 2015USD ($)$ / sharesshares | |
Shares available for grant | |
Shares Available for Grant, Balance | 30,789,538 |
Shares Available for Grant, Options granted under all plans | (1,243,913) |
Shares Available for Grant, Exercised | 0 |
Shares Available for Grant, Expired | (1,533,380) |
Shares Available for Grant, Cancelled | 1,623,954 |
Shares Available for Grant, Balance | 66,827,597 |
Outstanding Stock Options | |
Outstanding Stock Options, Balance | 29,458,361 |
Outstanding Stock Options | 1,243,913 |
Outstanding Stock Options, Exercised | (7,139,738) |
Outstanding Stock Options, Plan shares expired | 0 |
Outstanding Stock Options, Cancelled | (1,623,954) |
Outstanding Stock Options, Balance | 21,938,582 |
Outstanding Stock Options, Vested or expected to vest | 20,636,830 |
Outstanding Stock Options, Exercisable | 7,999,144 |
Options Outstanding Weighted-Average Exercise Price | |
Weighted- Average Exercise Price, Balance | $ / shares | $ 44.36 |
Weighted- Average Exercise Price, Options | $ / shares | 70.06 |
Weighted- Average Exercise Price, Exercised | $ / shares | 34.67 |
Weighted- Average Exercise Price, Cancelled | $ / shares | 46.33 |
Weighted- Average Exercise Price, Expired | $ / shares | 0 |
Weighted- Average Exercise Price, Balance | $ / shares | 48.82 |
Weighted- Average Exercise Price, Vested or expected to vest | $ / shares | 48.30 |
Weighted- Average Exercise Price, Exercisable | $ / shares | $ 37.53 |
Aggregate Intrinsic Value | |
Weighted- Average Exercise Price, Balance | $ | $ 633,719,094 |
Weighted- Average Exercise Price, Vested or expected to vest | $ | 606,931,261 |
Weighted- Average Exercise Price, Exercisable | $ | $ 321,427,698 |
Restricted Stock Activity | |
Shares available for grant | |
Shares Available for Grant, Restricted stock activity | (1,717,493) |
Outstanding Stock Options | |
Outstanding Stock Options | 0 |
Options Outstanding Weighted-Average Exercise Price | |
Weighted- Average Exercise Price, Options | $ / shares | $ 0 |
Stock Grants To Board And Advisory Board Members | |
Shares available for grant | |
Shares Available for Grant, Stock grants to board and advisory board members | (147,305) |
Outstanding Stock Options | |
Outstanding Stock Options | 0 |
Options Outstanding Weighted-Average Exercise Price | |
Weighted- Average Exercise Price, Options | $ / shares | $ 0 |
2013 Equity Incentive Plan | |
Shares available for grant | |
Shares Available for Grant, Increase in shares authorized | 38,833,915 |
Shares Available for Grant, Balance | 66,132,255 |
Outstanding Stock Options | |
Outstanding Stock Options, Increase in shares authorized | 0 |
Options Outstanding Weighted-Average Exercise Price | |
Weighted- Average Exercise Price, Options | $ / shares | $ 0 |
2014 Inducement Equity Incentive Plan | |
Shares available for grant | |
Shares Available for Grant, Increase in shares authorized | 222,281 |
Shares Available for Grant, Balance | 695,342 |
Outstanding Stock Options | |
Outstanding Stock Options, Increase in shares authorized | 0 |
Options Outstanding Weighted-Average Exercise Price | |
Weighted- Average Exercise Price, Options | $ / shares | $ 0 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options Outstanding (Detail) | 9 Months Ended |
Oct. 31, 2015$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options, Number Outstanding | shares | 21,938,582 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | 4 years 6 months |
Weighted- Average Exercise Price, Options Outstanding | $ 48.82 |
Options Exercisable, Number of Shares | shares | 7,999,144 |
Options Exercisable, Weighted- Average Exercise Price | $ 37.53 |
$0.86 to $29.38 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 0.86 |
Range of Exercise Prices, Maximum | $ 29.38 |
Options, Number Outstanding | shares | 3,115,316 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | 2 years 3 months 18 days |
Weighted- Average Exercise Price, Options Outstanding | $ 24.20 |
Options Exercisable, Number of Shares | shares | 2,756,842 |
Options Exercisable, Weighted- Average Exercise Price | $ 24.42 |
$29.67 to $39.09 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 29.67 |
Range of Exercise Prices, Maximum | $ 39.09 |
Options, Number Outstanding | shares | 4,239,789 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | 2 years 1 month 6 days |
Weighted- Average Exercise Price, Options Outstanding | $ 37.94 |
Options Exercisable, Number of Shares | shares | 2,856,120 |
Options Exercisable, Weighted- Average Exercise Price | $ 37.86 |
$40.19 to $52.14 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 40.19 |
Range of Exercise Prices, Maximum | $ 52.14 |
Options, Number Outstanding | shares | 567,287 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | 4 years 3 months 18 days |
Weighted- Average Exercise Price, Options Outstanding | $ 43.27 |
Options Exercisable, Number of Shares | shares | 212,321 |
Options Exercisable, Weighted- Average Exercise Price | $ 43.57 |
$ 52.30 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 52.30 |
Range of Exercise Prices, Maximum | $ 52.30 |
Options, Number Outstanding | shares | 4,107,344 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | 5 years 1 month 6 days |
Weighted- Average Exercise Price, Options Outstanding | $ 52.30 |
Options Exercisable, Number of Shares | shares | 1,693,467 |
Options Exercisable, Weighted- Average Exercise Price | $ 52.30 |
$53.60 to $57.79 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 53.60 |
Range of Exercise Prices, Maximum | $ 57.79 |
Options, Number Outstanding | shares | 1,572,567 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | 5 years 7 months 6 days |
Weighted- Average Exercise Price, Options Outstanding | $ 55.24 |
Options Exercisable, Number of Shares | shares | 424,396 |
Options Exercisable, Weighted- Average Exercise Price | $ 55.15 |
$ 59.34 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 59.34 |
Range of Exercise Prices, Maximum | $ 59.34 |
Options, Number Outstanding | shares | 6,561,546 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | 6 years 1 month 6 days |
Weighted- Average Exercise Price, Options Outstanding | $ 59.34 |
Options Exercisable, Number of Shares | shares | 0 |
Options Exercisable, Weighted- Average Exercise Price | $ 0 |
$59.37 to $77.37 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Exercise Prices, Minimum | 59.37 |
Range of Exercise Prices, Maximum | $ 77.37 |
Options, Number Outstanding | shares | 1,774,733 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | 6 years 3 months 18 days |
Weighted- Average Exercise Price, Options Outstanding | $ 67.22 |
Options Exercisable, Number of Shares | shares | 55,998 |
Options Exercisable, Weighted- Average Exercise Price | $ 62.64 |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule of Restricted Stock Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Oct. 31, 2015USD ($)$ / sharesshares | |
Restricted Stock Outstanding | |
Ending Balance | 17,508,771 |
Restricted Stock Outstanding Weighted-Average Exercise Price | |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Balance | $ / shares | $ 0.001 |
Restricted Stock Activity | |
Restricted Stock Outstanding | |
Beginning Balance | 23,144,008 |
Granted, Outstanding | 2,714,178 |
Cancelled, Outstanding | (2,296,785) |
Vested and converted to shares, Outstanding | (6,052,630) |
Ending Balance | 17,508,771 |
Expected to vest, Outstanding | 15,326,839 |
Restricted Stock Outstanding Weighted-Average Exercise Price | |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Balance | $ / shares | $ 0.001 |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Granted | $ / shares | 0.001 |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Cancelled | $ / shares | 0.001 |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Vested and converted to shares | $ / shares | 0.001 |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Balance | $ / shares | $ 0.001 |
Restricted Stock Outstanding Aggregate Intrinsic Value | |
Aggregate Intrinsic Value, Ending Balance | $ | $ 1,360,607 |
Aggregate Intrinsic Value, Expected to vest | $ | $ 1,191,049 |
Stockholders' Equity - Shares o
Stockholders' Equity - Shares of Common Stock Available for Future Issuance under Stock Option Plans (Detail) - shares | Oct. 31, 2015 | Jan. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options outstanding (in shares) | 21,938,582 | 29,458,361 |
Restricted stock awards and units outstanding (in shares) | 17,508,771 | |
Stock available for future grant (in shares) | 66,827,597 | 30,789,538 |
Convertible senior notes (in shares) | 17,308,880 | |
Warrants (in shares) | 17,308,880 | |
Total shares available for future grant (in shares) | 149,152,534 | |
2013 Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock available for future grant (in shares) | 66,132,255 | |
2014 Inducement Equity Incentive Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock available for future grant (in shares) | 695,342 | |
Amended and Restated 2004 Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock available for future grant (in shares) | 8,259,824 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Provision for income taxes | $ 68,548 | $ 17,075 | $ 90,339 | $ 37,336 |
Income (loss) before provision for income taxes | 43,391 | $ (21,849) | $ 68,422 | $ (159,587) |
Effective tax rate | 132.00% | 23.00% | ||
Income tax benefit recognized from stock compensation expense | $ 130,800 | $ 125,700 | ||
Reasonably possible decrease of unrecognized tax benefits | $ 32,000 | $ 32,000 |
Earnings_Loss Per Share - Recon
Earnings/Loss Per Share - Reconciliation of Denominator Used in Calculation of Basic and Diluted Loss Per Share (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (25,157) | $ (38,924) | $ (21,917) | $ (196,923) |
Weighted-average shares outstanding for basic loss per share (in shares) | 664,131 | 629,548 | 659,160 | 619,748 |
Convertible senior notes (in shares) | 0 | 0 | 0 | 0 |
Employee stock awards (in shares) | 0 | 0 | 0 | 0 |
Warrants (in shares) | 0 | 0 | 0 | 0 |
Adjusted weighted-average shares outstanding and assumed conversions for diluted loss per share (in shares) | 664,131 | 629,548 | 659,160 | 619,748 |
Earnings_Loss Per Share - Share
Earnings/Loss Per Share - Shares Excluded from Diluted Earnings or Loss Per Share (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2015 | Oct. 31, 2014 | Oct. 31, 2015 | Oct. 31, 2014 | |
Stock Awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded | 20,191 | 19,922 | 22,634 | 20,115 |
Convertible Senior Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded | 17,309 | 25,820 | 17,309 | 28,834 |
Warrants | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded | 17,309 | 44,253 | 17,309 | 44,253 |
Commitments - Additional Inform
Commitments - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 31, 2015 | Jan. 31, 2015 |
Other Commitments [Line Items] | ||
Financing obligation, building in progress-leased facility | $ 194,350 | $ 125,289 |
Total operating lease commitment balance | 2,900,000 | |
Other Current and Noncurrent Liabilities [Member] | ||
Other Commitments [Line Items] | ||
Financing obligation, building in progress-leased facility | 206,300 | |
Letter of Credit | ||
Other Commitments [Line Items] | ||
Value of outstanding letters of credit | 70,400 | |
Facilities Space [Member] | ||
Other Commitments [Line Items] | ||
Total operating lease commitment balance | $ 1,900,000 |
Commitments - Schedule of Futur
Commitments - Schedule of Future Minimum Lease Payments under Non-Cancelable Operating and Capital Leases (Detail) $ in Thousands | Oct. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments under non-cancelable capital leases, Remaining three months of fiscal 2016 | $ 16,437 |
Future minimum lease payments under non-cancelable capital leases, Fiscal 2017 | 116,792 |
Future minimum lease payments under non-cancelable capital leases, Fiscal 2018 | 121,012 |
Future minimum lease payments under non-cancelable capital leases, Fiscal 2019 | 114,085 |
Future minimum lease payments under non-cancelable capital leases, Fiscal 2020 | 201,507 |
Future minimum lease payments under non-cancelable capital leases, Thereafter | 0 |
Future minimum lease payments under non-cancelable capital leases, Total | 569,833 |
Less: amount representing interest | (61,973) |
Present value of capital lease obligations | 507,860 |
Future minimum lease payments under non-cancelable operating leases, Remaining six months of fiscal 2016 | 87,285 |
Future minimum lease payments under non-cancelable operating leases, Fiscal 2017 | 347,232 |
Future minimum lease payments under non-cancelable operating leases, Fiscal 2018 | 311,403 |
Future minimum lease payments under non-cancelable operating leases, Fiscal 2019 | 241,180 |
Future minimum lease payments under non-cancelable operating leases, Fiscal 2020 | 213,419 |
Future minimum lease payments under non-cancelable operating leases, Thereafter | 1,344,224 |
Future minimum lease payments under non-cancelable operating leases, Total | 2,544,743 |
Financing Obligation, Building in Progress-Leased Facility, Remaining six months of fiscal 2016 | 1,434 |
Financing Obligation, Building in Progress-Leased Facility, Fiscal 2017 | 16,877 |
Financing Obligation, Building in Progress-Leased Facility, Fiscal 2018 | 21,107 |
Financing Obligation, Building in Progress-Leased Facility, Fiscal 2019 | 21,551 |
Financing Obligation, Building in Progress-Leased Facility, Fiscal 2020 | 21,995 |
Financing Obligation, Building in Progress-Leased Facility, Thereafter | 252,517 |
Financing Obligation, Building in Progress-Leased Facility | $ 335,481 |
Related-Party Transactions (Det
Related-Party Transactions (Details) - Affiliated Entity [Member] $ in Millions | 3 Months Ended | 9 Months Ended |
Oct. 31, 2015USD ($)board_memberboard_seatemployee | Oct. 31, 2015USD ($)board_memberboard_seatemployee | |
Related Party Transaction [Line Items] | ||
Number of Company's Board Members that Hold Board Seats in Foundation | 1 | 1 |
Number of Board Seats in Foundation | 3 | 3 |
Number of Company's Employees that Hold Board Seats in Non-Profit | employee | 1 | 1 |
Number Company's Board Members that Hold Board Seats in Non-Profit | board_member | 1 | 1 |
Number of Board Seats in Non-Profit Held by Company's Employees and Board Members | 3 | 3 |
Number of Board Seats in Non-Profit | 10 | 10 |
Value of resources donated to related parties | $ | $ 0.9 | |
Value of donated subscriptions to related parties | $ | $ 48.2 | |
Donation commitment to related party | $ | $ 4 |