Income Taxes | Income Taxes The domestic and foreign components of income (loss) before provision for (benefit from) income taxes consisted of the following (in thousands): Fiscal Year Ended January 31, 2018 2017 2016 Domestic $ 51,131 $ 65,432 $ (49,558 ) Foreign 150,977 (40,049 ) 113,837 $ 202,108 $ 25,383 $ 64,279 The provision for (benefit from) income taxes consisted of the following (in thousands): Fiscal Year Ended January 31, 2018 2017 2016 Current: Federal $ (6,733 ) $ 153 $ 40,723 State 1,792 4,626 13,023 Foreign 85,361 71,878 57,347 Total 80,420 76,657 111,093 Deferred: Federal (1,697 ) (182,848 ) 1,453 State 342 (35,808 ) (426 ) Foreign (4,435 ) (12,250 ) (415 ) Total (5,790 ) (230,906 ) 612 Provision for (benefit from) income taxes $ 74,630 $ (154,249 ) $ 111,705 In fiscal 2017, the Company adopted Accounting Standards Update No. 2016-09, “Stock Compensation (Topic 718): Improvements to Employee Shared-Based Payment Accounting” ("ASU 2016-09"). The excess tax benefits from the vesting or the settlement of the stock awards recorded in the consolidated statement of operations during fiscal 2017 and fiscal 2018 were immaterial, after considering the change in the Company's valuation allowance. In fiscal 2016, the Company recorded excess tax benefits of $59.5 million directly to stockholders' equity. In fiscal 2018, the Company recorded tax expense primarily from profitable jurisdictions outside of the United States. In fiscal 2017, the Company recorded a net tax benefit of $154.2 million . The most significant component of this tax amount was the benefit of $210.3 million resulting from a partial release of its valuation allowance in connection with the acquisition of Demandware. The net deferred tax liability from acquisitions provided an additional source of income to support the realizability of the Company's pre-existing deferred tax assets and as a result, the Company released a portion of its valuation allowance. The tax benefit associated with the release of the valuation allowance was partially offset by income taxes in profitable jurisdictions outside the United States. In addition, as a result of adopting ASU 2016-09 and the Company's valuation allowance, it did not record significant current tax expense for the United States. In fiscal 2016, the Company recorded income taxes in profitable jurisdictions outside the United States and current tax expense in the United States. The Company had U.S. current tax expense as a result of taxable income before considering certain excess tax benefits from stock options and vesting of restricted stock prior to the adoption of ASU 2016-09. A reconciliation of income taxes at the statutory federal income tax rate to the provision for (benefit from) income taxes included in the accompanying consolidated statements of operations is as follows (in thousands): Fiscal Year Ended January 31, 2018 2017 2016 U.S. federal taxes at statutory rate (1) $ 68,313 $ 8,884 $ 22,498 State, net of the federal benefit (10,769 ) 838 (5,260 ) Foreign taxes in excess of the U.S. statutory rate (2) (34,809 ) 61,912 (25,780 ) Change in valuation allowance 39,317 (128,797 ) 139,565 Tax credits (107,260 ) (50,216 ) (48,943 ) Non-deductible expenses 52,636 47,836 26,841 Tax expense from acquisitions 1,137 568 1,584 Excess tax benefits related to shared based compensation (3) (135,237 ) (95,030 ) 0 Effect of U.S. tax law change 206,885 0 0 Other, net (5,583 ) (244 ) 1,200 Provision for (benefit from) income taxes $ 74,630 $ (154,249 ) $ 111,705 (1) The Company revised its statutory rate from 35.0 percent to 33.8 percent for fiscal 2018 to reflect the corporate tax rate reduction effective January 1, 2018 due to the Tax Act. (2) In fiscal 2016, the Company amended its inter-company cost-sharing arrangement to exclude stock-based compensation as a result of the U.S. Tax Court's opinion in Altera Corporation's ("Altera") litigation with the IRS, and accordingly, recorded a tax benefit subject to the valuation allowance. Most of the Altera related tax benefits were reflected in the foreign taxes in excess of the U.S. statutory rate in fiscal 2016, which were partially offset by a change in valuation allowance. In fiscal 2018, the benefit resulted from higher foreign tax credits, which were offset by the valuation allowance. (3) Starting fiscal 2017, the excess tax benefits resulting from the vesting or the settlement of the stock awards were recorded in the tax provision, which were offset by the valuation allowance in the U.S. jurisdiction. In December 2017, the Tax Act was enacted into law, significantly changing income tax law that affects U.S. corporations. Key changes included a corporate tax rate reduction from 35 percent to 21 percent effective January 1, 2018, expensing of certain qualified property, significant changes to the U.S international tax system such as a one-time transition tax on accumulated foreign earnings, and how foreign earnings are subject to U.S. tax. Due to the timing of the Tax Act and additional guidance and interpretations that may be issued in the future, the Company has not completed its analysis of the effects of the Tax Act. However, for the period ended January 31, 2018, the Company recorded a provisional tax expense of $206.9 million associated with the re-measurement of deferred taxes for the corporate rate reduction, which was offset by a reduction in valuation allowance of $216.8 million . Accordingly, an insignificant provisional benefit was recorded. Based on the Company's provisional assessment, the transition tax had no impact to its income tax provision. The provisional estimates will be adjusted during the measurement period defined under SAB 118, based upon the Company's ongoing analysis of its data and tax positions along with new guidance from regulators and interpretations of the law. The Company received certain tax incentives in Singapore in the form of reduced tax rates, which will expire in fiscal 2020. Deferred Income Taxes Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The Company recorded a provisional adjustment to its U.S. deferred income taxes as of January 31, 2018 to reflect the reduction in the corporate tax rate from 35 percent to 21 percent resulting from the Tax Act. Significant components of the Company’s deferred tax assets and liabilities were as follows (in thousands): As of January 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 617,370 $ 1,018,080 Deferred stock-based expense 78,706 133,921 Tax credits 496,695 240,925 Deferred rent expense 59,159 65,779 Accrued liabilities 113,182 141,008 Basis difference on strategic and other investments 41,441 42,034 Financing obligation 96,952 140,539 Deferred cost sharing adjustment 19,511 30,351 Non-cash equity liability 0 26,155 Other 14,382 21,432 Total deferred tax assets 1,537,398 1,860,224 Less valuation allowance (974,706 ) (948,386 ) Deferred tax assets, net of valuation allowance 562,692 911,838 Deferred tax liabilities: Deferred commissions (137,479 ) (139,641 ) Purchased intangibles (204,678 ) (408,203 ) Unrealized gains on investments (5,093 ) (8,547 ) Depreciation and amortization (166,382 ) (251,782 ) Deferred revenue (37,435 ) (98,997 ) Total deferred tax liabilities (551,067 ) (907,170 ) Net deferred tax assets $ 11,625 $ 4,668 At January 31, 2018 , for federal income tax purposes, the Company had net operating loss carryforwards of approximately $2.7 billion , which expire in fiscal 2021 through fiscal 2038, federal research and development tax credits of approximately $274.5 million , which expire in fiscal 2020 through fiscal 2038, foreign tax credits of approximately $118.5 million , which expire in fiscal 2019 through fiscal 2028, and alternative minimum tax credits of $0.8 million , which the Company expects to receive as a refund under the Tax Act. For California income tax purposes, the Company had net operating loss carryforwards of approximately $847.5 million which expire beginning in fis cal 2019 through fiscal 2039, Ca lifornia research and development tax credits of approximately $215.1 million , which do not expire, and $8.8 million of enterprise zone tax credits, which expire in fiscal 2025. For other states income tax purposes, the Company had net operating loss carryforwards of approximately $1.2 billion which expire beginning in fiscal 2019 through fiscal 2037 and tax credits of approximately $27.1 million , which expire beginning in fiscal 2021 through fiscal 2033. Utilization of the Company’s net operating loss carryforwards may be subject to substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code and similar state provisions. Such an annual limitation could result in the expiration of the net operating loss and tax credit carryforwards before utilization. The Company regularly assesses the realizability of its deferred tax assets and establishes a valuation allowance if it is more-likely-than-not that some or all of its deferred tax assets will not be realized. The Company evaluates and weighs all available positive and negative evidence such as historic results, future reversals of existing deferred tax liabilities, projected future taxable income, as well as prudent and feasible tax-planning strategies. The Company will continue to assess the realizability of the deferred tax assets in each of the applicable jurisdictions going forward. The Company may release all or a portion of its valuation allowance if there is sufficient positive evidence that outweighs the negative evidence, for example, if the trend in profitability continues. Tax Benefits Related to Stock-Based Compensation The income tax benefit related to stock-based compensation was $264.9 million , $228.8 million and 180.2 million for fiscal 2018 , 2017 and 2016 , 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. 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, based on the 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 had gross unrecognized tax benefits of $304.0 million , $231.3 million , and $172.7 million as of January 31, 2018, 2017 and 2016 respectively. A reconciliation of the beginning and ending balance of total unrecognized tax benefits for fiscal years 2018 , 2017 and 2016 is as follows (in thousands): Fiscal Year Ended January 31, 2018 2017 2016 Beginning of period $ 231,317 $ 172,741 $ 146,188 Tax positions taken in prior period: Gross increases 31,347 18,254 7,456 Gross decreases (6,364 ) (1,131 ) (7,264 ) Tax positions taken in current period: Gross increases 50,405 57,872 38,978 Settlements (615 ) (15,598 ) (8,684 ) Lapse of statute of limitations (8,193 ) (1,261 ) (781 ) Currency translation effect 6,054 440 (3,152 ) End of period $ 303,951 $ 231,317 $ 172,741 For fiscal 2018 , 2017 and 2016 total unrecognized tax benefits in an amount of $77.2 million , $73.0 million and $56.2 million , respectively, if recognized, would reduce income tax expense and the Company’s effective tax rate after considering the impact of the change in valuation allowance in the U.S. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the income tax provision. The Company recorded an immaterial amount for penalties and interest for each of fiscal 2018 , 2017 and 2016 . The balance in the non-current income tax payable related to penalties and interest was $6.3 million , $6.7 million and $6.3 million as of January 31, 2018 , 2017 and 2016 , respectively. Certain prior year tax returns are currently being examined by various taxing authorities in countries including the United States, France, United Kingdom and Germany. In March 2017, the Company received the final notice of proposed adjustments primarily related to transfer pricing issues from the IRS for fiscal 2011 and fiscal 2012. Accordingly, the Company re-assessed and adjusted its reserves, which resulted in a net immaterial impact to the tax provision due to its valuation allowance. The Company is currently appealing the IRS proposed adjustments. The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. As 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. Generally, any adjustments resulting from the U.S. audits should not have a significant impact to the Company's tax provision due to its valuation allowance. The Company has operations and taxable presence in multiple jurisdictions in the U.S. and outside of the U.S. Tax positions for the Company and its subsidiaries are subject to income tax audits by multiple tax jurisdictions around the world. The Company currently considers U.S. federal and state, Canada, Japan, Australia, Germany, France and the United Kingdom to be major tax jurisdictions. The Company’s U.S. federal and state tax returns since February 1999, which was the inception of the Company, remain open to examination. With some exceptions, tax years prior to fiscal 2011 in jurisdictions outside of U.S. are generally closed. However, in Japan and United Kingdom, the Company is no longer subject to examinations for years prior to fiscal 2014 and fiscal 2015, respectively. The Company anticipates it is reasonably possible that a decrease of unrecognized tax benefits up to approximately $7.5 million may occur in the next 12 months, as the applicable statutes of limitations lapse. |