Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
In Millions, unless otherwise specified | Oct. 31, 2013 |
Document And Entity Information [Abstract] | ' |
Document Type | '10-Q |
Amendment Flag | 'false |
Document Period End Date | 31-Oct-13 |
Document Fiscal Year Focus | '2014 |
Document Fiscal Period Focus | 'Q3 |
Trading Symbol | 'CRM |
Entity Registrant Name | 'SALESFORCE COM INC |
Entity Central Index Key | '0001108524 |
Current Fiscal Year End Date | '--01-31 |
Entity Filer Category | 'Large Accelerated Filer |
Entity Common Stock, Shares Outstanding | 603 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Oct. 31, 2013 | Jan. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Current assets: | ' | ' | ||
Cash and cash equivalents | $651,750 | $747,245 | ||
Short-term marketable securities | 51,792 | 120,376 | ||
Accounts receivable, net | 604,045 | 872,634 | ||
Deferred commissions | 126,054 | 142,311 | ||
Prepaid expenses and other current assets | 367,245 | 133,314 | ||
Total current assets | 1,800,886 | 2,015,880 | ||
Marketable securities, noncurrent | 381,765 | 890,664 | ||
Property and equipment, net | 1,205,349 | 604,669 | ||
Deferred commissions, noncurrent | 109,273 | 112,082 | ||
Capitalized software, net | 505,829 | 207,323 | ||
Goodwill | 3,495,021 | 1,529,378 | ||
Other assets, net | 599,511 | 168,960 | ||
Total assets | 8,097,634 | 5,528,956 | ||
Current liabilities: | ' | ' | ||
Accounts payable, accrued expenses and other liabilities | 839,302 | 597,706 | ||
Deferred revenue | 1,686,262 | 1,798,640 | ||
Convertible 0.75% senior notes, net | 541,125 | 521,278 | ||
Term loan, current | 30,000 | 0 | ||
Total current liabilities | 3,096,689 | 2,917,624 | ||
Convertible 0.25% senior notes, net | 1,041,083 | 0 | ||
Term loan, noncurrent | 262,500 | 0 | ||
Deferred revenue, noncurrent | 48,357 | 64,355 | ||
Other noncurrent liabilities | 702,918 | 175,732 | ||
Total liabilities | 5,151,547 | 3,157,711 | ||
Temporary equity | 33,731 | 53,612 | ||
Stockholders' equity: | ' | ' | ||
Common stock | 603 | [1] | 586 | [1] |
Additional paid-in capital | 3,121,481 | [1] | 2,410,892 | [1] |
Accumulated other comprehensive income | 16,806 | 17,137 | ||
Accumulated deficit | -226,534 | -110,982 | ||
Total stockholders' equity | 2,912,356 | 2,317,633 | ||
Total liabilities, temporary equity and stockholders' equity | $8,097,634 | $5,528,956 | ||
[1] | Prior period results have been adjusted to reflect the four-for-one stock split through a stock dividend which occurred in April 2013. |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) | Oct. 31, 2013 |
Current | ' |
Interest percentage of Convertible senior notes | 0.75% |
Non Current | ' |
Interest percentage of Convertible senior notes | 0.25% |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | ||||
Revenues: | ' | ' | ' | ' | ||||
Subscription and support | $1,004,476 | $740,600 | $2,749,541 | $2,083,313 | ||||
Professional services and other | 71,558 | 47,798 | 176,220 | 132,201 | ||||
Total revenues | 1,076,034 | 788,398 | 2,925,761 | 2,215,514 | ||||
Cost of revenues: | ' | ' | ' | ' | ||||
Subscription and support | 198,809 | [1],[2] | 134,183 | [1],[2] | 513,267 | [1],[2] | 361,446 | [1],[2] |
Professional services and other | 69,378 | [1],[2] | 52,065 | [1],[2] | 181,631 | [1],[2] | 138,771 | [1],[2] |
Total cost of revenues | 268,187 | [1],[2] | 186,248 | [1],[2] | 694,898 | [1],[2] | 500,217 | [1],[2] |
Gross profit | 807,847 | 602,150 | 2,230,863 | 1,715,297 | ||||
Operating expenses : | ' | ' | ' | ' | ||||
Research and development | 170,690 | [1],[2] | 114,074 | [1],[2] | 450,708 | [1],[2] | 308,292 | [1],[2] |
Marketing and sales | 581,229 | [1],[2] | 428,507 | [1],[2] | 1,528,340 | [1],[2] | 1,178,456 | [1],[2] |
General and administrative | 153,859 | [1],[2] | 113,757 | [1],[2] | 434,143 | [1],[2] | 318,452 | [1],[2] |
Total operating expenses | 905,778 | [1],[2] | 656,338 | [1],[2] | 2,413,191 | [1],[2] | 1,805,200 | [1],[2] |
Loss from operations | -97,931 | -54,188 | -182,328 | -89,903 | ||||
Investment income | 1,110 | 3,887 | 8,851 | 15,521 | ||||
Interest expense | -22,929 | -8,190 | -54,468 | -22,593 | ||||
Other expense | -4,291 | -4,360 | -6,843 | -4,776 | ||||
Loss before benefit from (provision for) income taxes | -124,041 | -62,851 | -234,788 | -101,751 | ||||
Benefit from (provision for) income taxes | -393 | -157,446 | 119,236 | -147,850 | ||||
Net loss | ($124,434) | ($220,297) | ($115,552) | ($249,601) | ||||
Basic net loss per share | ($0.21) | [3] | ($0.39) | [3] | ($0.19) | [3] | ($0.45) | [3] |
Diluted net loss per share | ($0.21) | [3] | ($0.39) | [3] | ($0.19) | [3] | ($0.45) | [3] |
Shares used in computing basic net loss per share | 600,467 | [3] | 568,812 | [3] | 594,346 | [3] | 559,836 | [3] |
Shares used in computing diluted net loss per share | 600,467 | [3] | 568,812 | [3] | 594,346 | [3] | 559,836 | [3] |
[1] | Amounts include amortization of purchased intangibles from business combinations, as follows: | |||||||
[2] | Amounts include stock-based expenses, as follows: | |||||||
[3] | Prior period results have been adjusted to reflect the four-for-one stock split through a stock dividend which occurred in April 2013. |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Operations (Parenthetical) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Stock-based expenses | $141,536 | $105,112 | $366,741 | $271,795 |
Cost of Revenues | ' | ' | ' | ' |
Amortization of purchased intangibles from business combinations | 33,844 | 23,247 | 77,699 | 58,363 |
Stock-based expenses | 12,119 | 9,336 | 32,778 | 24,453 |
Marketing and Sales | ' | ' | ' | ' |
Amortization of purchased intangibles from business combinations | 15,211 | 2,995 | 22,147 | 8,829 |
Stock-based expenses | 73,296 | 55,304 | 189,231 | 142,072 |
Research and Development | ' | ' | ' | ' |
Stock-based expenses | 27,935 | 21,984 | 78,396 | 53,740 |
General and Administrative | ' | ' | ' | ' |
Stock-based expenses | $28,186 | $18,488 | $66,336 | $51,530 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Comprehensive Loss (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Statement Of Income And Comprehensive Income [Abstract] | ' | ' | ' | ' |
Net loss | ($124,434) | ($220,297) | ($115,552) | ($249,601) |
Other comprehensive income (loss), before tax and net of reclassification adjustments: | ' | ' | ' | ' |
Foreign currency translation and other gains (losses) | 5,590 | 3,134 | -1,601 | 10,081 |
Unrealized gains (losses) on investments | -450 | 1,252 | 1,388 | 1,411 |
Other comprehensive income (loss), before tax | 5,140 | 4,386 | -213 | 11,492 |
Tax effect | 427 | -467 | -118 | -526 |
Other comprehensive income (loss), net of tax | 5,567 | 3,919 | -331 | 10,966 |
Comprehensive loss | ($118,867) | ($216,378) | ($115,883) | ($238,635) |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Operating activities: | ' | ' | ' | ' |
Net loss | ($124,434) | ($220,297) | ($115,552) | ($249,601) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ' | ' | ' | ' |
Depreciation and amortization | 114,347 | 59,960 | 254,610 | 159,400 |
Amortization of debt discount and transaction costs | 13,343 | 6,471 | 36,207 | 17,511 |
Amortization of deferred commissions | 48,008 | 39,070 | 139,864 | 111,099 |
Expenses related to employee stock plans | 141,536 | 105,112 | 366,741 | 271,795 |
Excess tax benefits from employee stock plans | -1,578 | -3,160 | -2,166 | -28,905 |
Changes in assets and liabilities, net of business combinations: | ' | ' | ' | ' |
Accounts receivable, net | -4,502 | 33,664 | 332,090 | 270,802 |
Deferred commissions | -57,968 | -48,251 | -120,798 | -115,591 |
Prepaid expenses, current assets and other assets | 23,822 | 195,312 | 14,542 | 140,080 |
Accounts payable, accrued expenses and other liabilities | 40,404 | -13,204 | -126,154 | -29,393 |
Deferred revenue | -55,119 | -48,762 | -175,153 | -91,873 |
Net cash provided by operating activities | 137,859 | 105,915 | 604,231 | 455,324 |
Investing activities: | ' | ' | ' | ' |
Business combinations, net of cash acquired | 0 | -515,760 | -2,614,732 | -574,751 |
Land activity and building improvements | 0 | 0 | 0 | -4,106 |
Strategic investments | -9,017 | -1,657 | -17,831 | -5,451 |
Purchases of marketable securities | -99,050 | -213,505 | -419,795 | -808,409 |
Sales of marketable securities | 16,820 | 82,085 | 1,022,470 | 630,317 |
Maturities of marketable securities | 427 | 41,992 | 21,031 | 126,879 |
Capital expenditures | -72,702 | -51,054 | -229,261 | -125,079 |
Net cash used in investing activities | -163,522 | -657,899 | -2,238,118 | -760,600 |
Financing activities: | ' | ' | ' | ' |
Proceeds from borrowings on convertible senior notes, net | 0 | 0 | 1,132,750 | 0 |
Proceeds from issuance of warrants | 0 | 0 | 84,800 | 0 |
Purchase of convertible note hedge | 0 | 0 | -153,800 | 0 |
Proceeds from term loan, net | 0 | 0 | 298,500 | 0 |
Proceeds from employee stock plans | 110,710 | 76,483 | 217,429 | 203,874 |
Excess tax benefits from employee stock plans | 1,578 | 3,160 | 2,166 | 28,905 |
Principal payments on capital lease obligations | -12,440 | -7,664 | -33,047 | -22,717 |
Principal payments on term loan | -7,500 | 0 | -7,500 | 0 |
Net cash provided by financing activities | 92,348 | 71,979 | 1,541,298 | 210,062 |
Effect of exchange rate changes | 5,184 | 995 | -2,906 | 9,650 |
Net increase (decrease) in cash and cash equivalents | 71,869 | -479,010 | -95,495 | -85,564 |
Cash and cash equivalents, beginning of period | 579,881 | ' | 747,245 | 607,284 |
Cash and cash equivalents, end of period | 651,750 | 521,720 | 651,750 | 521,720 |
Cash paid during the period for: | ' | ' | ' | ' |
Interest, net | 7,200 | 641 | 12,391 | 4,031 |
Income taxes, net of tax refunds | 6,105 | 6,514 | 25,626 | 51,981 |
Non-cash financing and investing activities: | ' | ' | ' | ' |
Property and equipment acquired under capital leases | 13,857 | 9,788 | 487,531 | 25,585 |
Fair value of equity awards assumed in business combinations | $0 | $37,428 | $19,037 | $37,898 |
Summary_of_Business_and_Signif
Summary of Business and Significant Accounting Policies | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Business and Significant Accounting Policies | ' | ||||||||||||||||
1. Summary of Business and Significant Accounting Policies | |||||||||||||||||
Description of Business | |||||||||||||||||
Salesforce.com, inc. (the “Company”) is a 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 2014, for example, refer to the fiscal year ending January 31, 2014. | |||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying condensed consolidated balance sheet as of October 31, 2013 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, 2013 and 2012, respectively, are unaudited. The condensed consolidated balance sheet data as of January 31, 2013 was derived from the audited consolidated financial statements which are included in the Company’s Form 10-K for the fiscal year ended January 31, 2013, which was filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2013. The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s fiscal 2013 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 statement of financial position as of October 31, 2013, and its results of operations, including its comprehensive loss, and its cash flows for the three and nine months ended October 31, 2013 and 2012. All adjustments are of a normal recurring nature. The results for the three and nine months ended October 31, 2013 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2014. | |||||||||||||||||
On March 20, 2013, the Company’s certificate of incorporation was amended to increase the number of authorized shares of common stock from 400.0 million to 1.6 billion in order to provide for a four-for-one stock split of the common stock effected in the form of a stock dividend. The record date for the stock split was April 3, 2013, and the additional shares were distributed on April 17, 2013. Each stockholder of record on the close of business on the record date received three additional shares of common stock for each share held. All share and per share data presented herein reflect the impact of the increase in authorized shares and the stock split, as appropriate. | |||||||||||||||||
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 assessment of recoverability of long-lived assets (property and equipment, goodwill and identified intangibles), | ||||||||||||||||
• | the fair value of assets acquired and liabilities assumed for business combinations, | ||||||||||||||||
• | the recognition, measurement and valuation of current and deferred income taxes, | ||||||||||||||||
• | the recognition and measurement of loss contingencies, | ||||||||||||||||
• | the fair value of stock awards issued, and | ||||||||||||||||
• | the valuation of strategic investments and the determination of other-than-temporary impairments. | ||||||||||||||||
Actual results could differ materially from those estimates. | |||||||||||||||||
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 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. The 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 customer accounted for more than five percent of accounts receivable at October 31, 2013 and January 31, 2013, respectively. No single customer accounted for five percent or more of total revenue during the three and nine months ended October 31, 2013 and 2012. | |||||||||||||||||
Geographic Locations | |||||||||||||||||
As of October 31, 2013 and January 31, 2013, assets located outside the Americas were 10 percent and 16 percent of total assets, respectively. | |||||||||||||||||
Revenues by geographical region are as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Americas | $ | 769,400 | $ | 547,399 | $ | 2,079,043 | $ | 1,540,326 | |||||||||
Europe | 194,932 | 133,791 | 531,463 | 376,694 | |||||||||||||
Asia Pacific | 111,702 | 107,208 | 315,255 | 298,494 | |||||||||||||
$ | 1,076,034 | $ | 788,398 | $ | 2,925,761 | $ | 2,215,514 | ||||||||||
Americas revenue attributed to the United States was approximately 96 percent and 94 percent for the three and nine months ended October 31, 2013 and 2012, respectively. | |||||||||||||||||
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 purchasing 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 this deliverable 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. | |||||||||||||||||
The Company determined 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 or quarterly installments. Deferred revenue is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing 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. 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 Company reports its financial and non-financial assets and liabilities that are re-measured and reported at fair value at each reporting period. | |||||||||||||||||
The additional disclosures regarding the Company’s fair value measurements are included in Note 2. | |||||||||||||||||
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 | Shorter of the lease term or 10 years | ||||||||||||||||
Building improvements | Amortized over the estimated useful lives of the respective assets when they are ready for their intended use. | ||||||||||||||||
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. 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, Intangible Assets, Long-Lived Assets and 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 Company will recognize an impairment charge. | |||||||||||||||||
The Company evaluates the recoverability of its long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets 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. On 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 into operating expense, and the recorded liabilities are accreted to the future value of the estimated retirement costs. | |||||||||||||||||
Accounting for Stock-Based Compensation | |||||||||||||||||
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 Employee Stock Purchase Plan (“ESPP”) 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 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 | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
Stock Options | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Volatility | 39 | % | 47 | % | 39-43 | % | 47-51 | % | |||||||||
Estimated life | 3.5 years | 3.7 years | 3.2 years | 3.7 years | |||||||||||||
Risk-free interest rate | 1.03-1.21 | % | 0.47-0.57 | % | 0.48-1.21 | % | 0.43-0.77 | % | |||||||||
Dividend yield | 0 | 0 | 0 | 0 | |||||||||||||
Weighted-average fair value per share of grants | $ | 14.52 | $ | 13.02 | $ | 11.98 | $ | 13.13 | |||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
ESPP | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Volatility | n/a | n/a | 31-32 | % | 42-46 | % | |||||||||||
Estimated life | n/a | n/a | 0.75 years | 0.75 years | |||||||||||||
Risk-free interest rate | n/a | n/a | 0.07-0.10 | % | 0.12-0.13 | % | |||||||||||
Dividend yield | n/a | n/a | 0 | 0 | |||||||||||||
Weighted-average fair value per share of grants | n/a | n/a | $ | 9.69 | $ | 10.09 | |||||||||||
There were no stock purchase rights granted under the ESPP in the three months ended October 31, 2013 or 2012 as these stock purchase rights are only granted in June and December. | |||||||||||||||||
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. | |||||||||||||||||
The estimated life for the stock options was based on an analysis of historical expected life. The estimated life for the ESPP was based on the two purchase periods within each offering period. The risk-free interest rate is based on the rate for a U.S. government security with the same estimated life at the time of the option grant. | |||||||||||||||||
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 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 more likely than not expected to be realized. | |||||||||||||||||
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, 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 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 July 2012, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2012-02, Intangibles—Goodwill and Other (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02), to allow entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU 2012-02 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value. Otherwise, the quantitative impairment test is not required. The Company adopted ASU 2012-02 in fiscal 2014 and does not believe that the adoption will have a material effect on the condensed consolidated financial statements. | |||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11), which provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 supports the approach for companies to present an unrecognized tax benefit as a reduction of a deferred tax asset for a NOL or tax credit carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This approach requires companies to assess whether to net the unrecognized tax benefit with a deferred tax asset as of the reporting date. The Company plans to adopt ASU 2013-11 in fiscal 2015 and is currently evaluating the impact to its consolidated financial statements. |
Investments
Investments | 9 Months Ended | ||||||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||||||
Investments Schedule [Abstract] | ' | ||||||||||||||||||||||||
Investments | ' | ||||||||||||||||||||||||
2. Investments | |||||||||||||||||||||||||
Marketable Securities | |||||||||||||||||||||||||
At October 31, 2013, marketable securities consisted of the following (in thousands): | |||||||||||||||||||||||||
Investments classified as Marketable Securities | Amortized | Unrealized | Unrealized | Fair Value | |||||||||||||||||||||
Cost | Gains | Losses | |||||||||||||||||||||||
Corporate notes and obligations | $ | 262,897 | $ | 1,037 | $ | (161 | ) | $ | 263,773 | ||||||||||||||||
U.S. treasury securities | 9,826 | 17 | 0 | 9,843 | |||||||||||||||||||||
Mortgage backed obligations | 26,555 | 249 | (91 | ) | 26,713 | ||||||||||||||||||||
Asset backed securities | 30,274 | 31 | (57 | ) | 30,248 | ||||||||||||||||||||
Municipal securities | 1,000 | 0 | (7 | ) | 993 | ||||||||||||||||||||
Foreign government obligations | 19,807 | 84 | (6 | ) | 19,885 | ||||||||||||||||||||
U.S. agency obligations | 15,224 | 10 | (3 | ) | 15,231 | ||||||||||||||||||||
Covered bonds | 66,363 | 508 | 0 | 66,871 | |||||||||||||||||||||
Total marketable securities | $ | 431,946 | $ | 1,936 | $ | (325 | ) | $ | 433,557 | ||||||||||||||||
At January 31, 2013, marketable securities consisted of the following (in thousands): | |||||||||||||||||||||||||
Investments classified as Marketable Securities | Amortized | Unrealized | Unrealized | Fair Value | |||||||||||||||||||||
Cost | Gains | Losses | |||||||||||||||||||||||
Corporate notes and obligations | $ | 685,695 | $ | 5,113 | $ | (919 | ) | $ | 689,889 | ||||||||||||||||
U.S. treasury securities | 38,864 | 20 | (15 | ) | 38,869 | ||||||||||||||||||||
Mortgage backed obligations | 12,447 | 278 | (2 | ) | 12,723 | ||||||||||||||||||||
Municipal securities | 2,697 | 1 | (32 | ) | 2,666 | ||||||||||||||||||||
Foreign government obligations | 9,572 | 72 | (3 | ) | 9,641 | ||||||||||||||||||||
Collateralized mortgage obligations | 150,794 | 1,775 | (693 | ) | 151,876 | ||||||||||||||||||||
U.S. agency obligations | 105,224 | 157 | (5 | ) | 105,376 | ||||||||||||||||||||
Total marketable securities | $ | 1,005,293 | $ | 7,416 | $ | (1,669 | ) | $ | 1,011,040 | ||||||||||||||||
The duration of the investments classified as marketable securities is as follows (in thousands): | |||||||||||||||||||||||||
As of | |||||||||||||||||||||||||
October 31, | January 31, | ||||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||||
Recorded as follows: | |||||||||||||||||||||||||
Short-term (due in one year or less) | $ | 51,792 | $ | 120,376 | |||||||||||||||||||||
Long-term (due between one and 3 years) | 381,765 | 890,664 | |||||||||||||||||||||||
$ | 433,557 | $ | 1,011,040 | ||||||||||||||||||||||
As of October 31, 2013, the following marketable securities were in an unrealized loss position (in thousands): | |||||||||||||||||||||||||
Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | Fair Value | Unrealized | ||||||||||||||||||||
Losses | Losses | Losses | |||||||||||||||||||||||
Corporate notes and obligations | $ | 65,202 | $ | (159 | ) | $ | 1,355 | $ | (2 | ) | $ | 66,557 | $ | (161 | ) | ||||||||||
Mortgage backed obligations | 8,725 | (58 | ) | 3,276 | (33 | ) | 12,001 | (91 | ) | ||||||||||||||||
Asset backed securities | 16,877 | (57 | ) | 0 | 0 | 16,877 | (57 | ) | |||||||||||||||||
Municipal securities | 993 | (7 | ) | 0 | 0 | 993 | (7 | ) | |||||||||||||||||
Foreign government obligations | 9,494 | (6 | ) | 0 | 0 | 9,494 | (6 | ) | |||||||||||||||||
U.S. agency obligations | 9,726 | (3 | ) | 0 | 0 | 9,726 | (3 | ) | |||||||||||||||||
$ | 111,017 | $ | (290 | ) | $ | 4,631 | $ | (35 | ) | $ | 115,648 | $ | (325 | ) | |||||||||||
The unrealized loss for each of these fixed rate marketable securities ranged from less than $1,000 to $23,000. 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, 2013. 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, 2013 and indicates the fair value hierarchy of the valuation (in thousands): | |||||||||||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Balances as of | |||||||||||||||||||||
Active Markets | Observable | Unobservable | October 31, 2013 | ||||||||||||||||||||||
for Identical Assets | Inputs | Inputs | |||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||
Cash equivalents (1): | |||||||||||||||||||||||||
Time deposits | $ | 0 | $ | 211,574 | $ | 0 | $ | 211,574 | |||||||||||||||||
Money market mutual funds | 94,372 | 0 | 0 | 94,372 | |||||||||||||||||||||
Marketable securities: | |||||||||||||||||||||||||
Corporate notes and obligations | 0 | 263,773 | 0 | 263,773 | |||||||||||||||||||||
U.S. treasury securities | 0 | 9,843 | 0 | 9,843 | |||||||||||||||||||||
Mortgage backed obligations | 0 | 26,713 | 0 | 26,713 | |||||||||||||||||||||
Asset backed securities | 0 | 30,248 | 0 | 30,248 | |||||||||||||||||||||
Municipal securities | 0 | 993 | 0 | 993 | |||||||||||||||||||||
Foreign government obligations | 0 | 19,885 | 0 | 19,885 | |||||||||||||||||||||
U.S. agency obligations | 0 | 15,231 | 0 | 15,231 | |||||||||||||||||||||
Covered bonds | 0 | 66,871 | 0 | 66,871 | |||||||||||||||||||||
Foreign currency derivative contracts (2) | 0 | 1,718 | 0 | 1,718 | |||||||||||||||||||||
Total Assets | $ | 94,372 | $ | 646,849 | $ | 0 | $ | 741,221 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Foreign currency derivative contracts (3) | $ | 0 | $ | 282 | $ | 0 | $ | 282 | |||||||||||||||||
Total Liabilities | $ | 0 | $ | 282 | $ | 0 | $ | 282 | |||||||||||||||||
-1 | Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of October 31, 2013, in addition to $345.8 million of cash. | ||||||||||||||||||||||||
-2 | Included in “prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet as of October 31, 2013. | ||||||||||||||||||||||||
-3 | Included in “accounts payable, accrued expenses and other liabilities” in the condensed consolidated balance sheet as of October 31, 2013. | ||||||||||||||||||||||||
The following table presents information about the Company’s assets and liabilities that are measured at fair value as of January 31, 2013 and indicates the fair value hierarchy of the valuation (in thousands): | |||||||||||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Balances as of | |||||||||||||||||||||
Active Markets | Observable | Unobservable | January 31, | ||||||||||||||||||||||
for Identical Assets | Inputs (Level 2) | Inputs | 2013 | ||||||||||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||||||||||
Cash equivalents (1): | |||||||||||||||||||||||||
Time deposits | $ | 0 | $ | 22,372 | $ | 0 | $ | 22,372 | |||||||||||||||||
Money market mutual funds | 385,700 | 0 | 0 | 385,700 | |||||||||||||||||||||
Marketable securities: | |||||||||||||||||||||||||
Corporate notes and obligations | 0 | 689,889 | 0 | 689,889 | |||||||||||||||||||||
U.S. treasury securities | 38,869 | 0 | 0 | 38,869 | |||||||||||||||||||||
Mortgage backed obligations | 0 | 12,723 | 0 | 12,723 | |||||||||||||||||||||
Municipal securities | 0 | 2,666 | 0 | 2,666 | |||||||||||||||||||||
Foreign government obligations | 9,641 | 0 | 0 | 9,641 | |||||||||||||||||||||
Collateralized mortgage obligations | 0 | 151,876 | 0 | 151,876 | |||||||||||||||||||||
U.S. agency obligations | 0 | 105,376 | 0 | 105,376 | |||||||||||||||||||||
Foreign currency derivative contracts (2) | 0 | 5,643 | 0 | 5,643 | |||||||||||||||||||||
Total Assets | $ | 434,210 | $ | 990,545 | $ | 0 | $ | 1,424,755 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Foreign currency derivative contracts (3) | $ | 0 | $ | 3,307 | $ | 0 | $ | 3,307 | |||||||||||||||||
Total Liabilities | $ | 0 | $ | 3,307 | $ | 0 | $ | 3,307 | |||||||||||||||||
-1 | Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of January 31, 2013, in addition to $339.2 million of cash. | ||||||||||||||||||||||||
-2 | Included in “prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet as of January 31, 2013. | ||||||||||||||||||||||||
-3 | Included in “accounts payable, accrued expenses and other liabilities” in the accompanying condensed consolidated balance sheet as of January 31, 2013. | ||||||||||||||||||||||||
Derivative Financial Instruments | |||||||||||||||||||||||||
The Company enters into foreign currency derivative contracts with financial institutions to reduce the risk that its cash flows and earnings will be adversely affected by foreign currency exchange rate fluctuations. The Company uses forward currency derivative contracts to minimize the Company’s exposure of balances primarily denominated in Euros, Japanese yen, Canadian dollars and British pounds. 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 program is not designated for trading or speculative purposes. As of October 31, 2013 and January 31, 2013, the foreign currency derivative contracts that were not settled are 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, | January 31, | ||||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||||
Notional amount of foreign currency derivative contracts | $ | 253,273 | $ | 692,637 | |||||||||||||||||||||
Fair value of foreign currency derivative contracts, net | $ | 1,436 | $ | 2,336 | |||||||||||||||||||||
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, 2013 | January 31, 2013 | |||||||||||||||||||||||
Derivative Assets | |||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||
Foreign currency derivative contracts | Prepaid expenses and other current assets | $ | 1,718 | $ | 5,643 | ||||||||||||||||||||
Derivative Liabilities | |||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||
Foreign currency derivative contracts | Accounts payable, accrued expenses and other liabilities | $ | 282 | $ | 3,307 | ||||||||||||||||||||
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, 2013 and 2012, respectively, are summarized below (in thousands): | |||||||||||||||||||||||||
Derivatives Not Designated as Hedging | Gains (Losses) on Derivative Instruments | ||||||||||||||||||||||||
Instruments | Recognized in Income | ||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||
October 31, | |||||||||||||||||||||||||
Location | 2013 | 2012 | |||||||||||||||||||||||
Foreign currency derivative contracts | Other income (expense) | $ | 4,523 | $ | 8,079 | ||||||||||||||||||||
Derivatives Not Designated as Hedging | Gains (Losses) on Derivative Instruments | ||||||||||||||||||||||||
Instruments | Recognized in Income | ||||||||||||||||||||||||
Nine Months Ended | |||||||||||||||||||||||||
October 31, | |||||||||||||||||||||||||
Location | 2013 | 2012 | |||||||||||||||||||||||
Foreign currency derivative contracts | Other income (expense) | $ | 2,468 | $ | 9,673 | ||||||||||||||||||||
Strategic Investments | |||||||||||||||||||||||||
The Company has two investments in marketable equity securities measured using quoted prices in their respective active markets and certain interests in non-marketable equity and debt securities that are collectively considered strategic investments. As of October 31, 2013, the fair value of the Company’s marketable equity securities of $9.3 million includes an unrealized gain of $7.2 million. As of January 31, 2013, the Company had four investments in marketable equity securities. The fair value of the Company’s marketable equity securities of $4.9 million included an unrealized gain of $1.7 million. These investments are recorded in other assets, net on the condensed consolidated balance sheets. | |||||||||||||||||||||||||
The Company’s interest in non-marketable equity and debt securities consists of noncontrolling equity and debt 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 price and inherent lack of liquidity. | |||||||||||||||||||||||||
As of October 31, 2013 and January 31, 2013, the carrying value that approximates the fair value of the Company’s investments in privately-held companies was $60.7 million and $46.8 million, respectively. These investments are recorded in other assets, net on the condensed consolidated balance sheets. | |||||||||||||||||||||||||
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 | Nine Months Ended | ||||||||||||||||||||||||
October 31, | October 31, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Interest income | $ | 1,258 | $ | 4,063 | $ | 8,029 | $ | 13,727 | |||||||||||||||||
Realized gains | 332 | 894 | 5,732 | 4,448 | |||||||||||||||||||||
Realized losses | (480 | ) | (1,070 | ) | (4,910 | ) | (2,654 | ) | |||||||||||||||||
Total investment income | $ | 1,110 | $ | 3,887 | $ | 8,851 | $ | 15,521 | |||||||||||||||||
Reclassification adjustments out of accumulated other comprehensive loss into net loss were immaterial for the three and nine months ended October 31, 2013. |
Property_and_Equipment
Property and Equipment | 9 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Property and Equipment | ' | ||||||||
3. Property and Equipment | |||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
As of | |||||||||
October 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Land | $ | 248,263 | $ | 248,263 | |||||
Building improvements | 49,572 | 49,572 | |||||||
Computers, equipment and software | 918,338 | 328,318 | |||||||
Furniture and fixtures | 57,518 | 38,275 | |||||||
Leasehold improvements | 278,639 | 193,181 | |||||||
1,552,330 | 857,609 | ||||||||
Less accumulated depreciation and amortization | (346,981 | ) | (252,940 | ) | |||||
$ | 1,205,349 | $ | 604,669 | ||||||
Depreciation and amortization expense totaled $55.7 million and $26.4 million for the three months ended October 31, 2013 and 2012, respectively, and $128.1 million and $72.1 million for the nine months ended October 31, 2013 and 2012, respectively. | |||||||||
Computers, equipment and software at October 31, 2013 and January 31, 2013 included a total of $611.6 million and $136.9 million acquired under capital lease agreements, respectively. Accumulated amortization relating to computers, equipment and software under capital leases totaled $89.9 million and $57.8 million, respectively, at October 31, 2013 and January 31, 2013. Amortization of assets under capital leases is included in depreciation and amortization expense. | |||||||||
In June 2013, the Company entered into a large capital lease agreement for software for a period of nine years, which consists of the contractual term of six years and a renewal option of three years. The capitalized portion will be depreciated over the estimated useful life of the software, which is nine years. | |||||||||
In November 2010, the Company purchased approximately 14 acres of undeveloped real estate in San Francisco, California, including entitlements and improvements associated with the land. In addition to the amounts reflected in the table above, the Company recorded $23.3 million related to the perpetual parking rights and classified such rights as a purchased intangible asset as it represents an intangible right to use the existing garage. The Company has capitalized pre-construction activities related to the development of the land, including interest costs and property taxes since the November 2010 purchase. During the first quarter of fiscal 2013, the Company suspended pre-construction activity. The total carrying value of the land, building improvements and perpetual parking rights was $321.1 million as of October 31, 2013. The Company continues to evaluate its future needs for office facilities space and its options for the undeveloped real estate, which may include selling a portion of or all the real estate holdings, or suspending pre-construction activity for several more years. | |||||||||
There was no impairment of long-lived assets during the three and nine months ended October 31, 2013 and 2012, respectively. |
Business_Combinations
Business Combinations | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Combinations | ' | ||||||||||||||||
4. Business Combinations | |||||||||||||||||
ExactTarget | |||||||||||||||||
On July 12, 2013, the Company acquired for cash the outstanding stock of ExactTarget, a leading global provider of cross-channel, digital marketing solutions that empower organizations of all sizes to communicate with their customers through the digital channels they use most. The Company acquired ExactTarget to, among other things, create a world-class marketing platform across the channels of email, social, mobile and the web. The Company has included the financial results of ExactTarget in the consolidated financial statements from the date of acquisition. The acquisition date fair value of the consideration transferred for ExactTarget was approximately $2.6 billion, including the proceeds from the term loan of $300.0 million (see Note 5), which consisted of the following (in thousands): | |||||||||||||||||
Fair value | |||||||||||||||||
Cash | $ | 2,567,098 | |||||||||||||||
Fair value of equity awards assumed | 17,428 | ||||||||||||||||
Total | $ | 2,584,526 | |||||||||||||||
The estimated fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.84 was applied to convert ExactTarget’s outstanding equity awards for ExactTarget’s common stock into equity awards for shares of the Company’s common stock. | |||||||||||||||||
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): | |||||||||||||||||
Fair Value | |||||||||||||||||
Cash, cash equivalents and marketable securities | $ | 91,549 | |||||||||||||||
Accounts receivable | 63,320 | ||||||||||||||||
Other current assets | 20,355 | ||||||||||||||||
Customer contract asset, current and noncurrent | 205,033 | ||||||||||||||||
Property and equipment | 64,782 | ||||||||||||||||
Other noncurrent assets | 4,379 | ||||||||||||||||
Intangible assets | 706,064 | ||||||||||||||||
Goodwill | 1,844,418 | ||||||||||||||||
Accounts payable, accrued expenses and other liabilities | (66,344 | ) | |||||||||||||||
Deferred revenue, current and noncurrent | (46,615 | ) | |||||||||||||||
Customer liability, current and noncurrent | (144,792 | ) | |||||||||||||||
Other liabilities, noncurrent | (3,104 | ) | |||||||||||||||
Deferred tax liability | (154,519 | ) | |||||||||||||||
Net assets acquired | $ | 2,584,526 | |||||||||||||||
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The deferred tax liability established was primarily a result of the difference in the book basis and tax basis related to the identifiable intangible assets. The estimated fair values of assets acquired and liabilities assumed, specifically current and noncurrent income taxes payable and deferred taxes, may be subject to change as additional information is received and certain tax returns are finalized. Thus the provisional measurements of fair value set forth above are subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one-year from the acquisition date. | |||||||||||||||||
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): | |||||||||||||||||
Fair Value | Useful Life | ||||||||||||||||
Developed technology | $ | 307,200 | 4-7 years | ||||||||||||||
Customer relationships | 362,200 | 6-8 years | |||||||||||||||
Trade name and trademark | 29,400 | 10 years | |||||||||||||||
Other purchased intangible assets | 7,264 | 3-4 years | |||||||||||||||
Total intangible assets subject to amortization | $ | 706,064 | |||||||||||||||
Developed technology represents the estimated fair value of ExactTarget’s digital marketing technology. Customer relationships represent the estimated fair values of the underlying relationships with ExactTarget customers. The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities when integrating ExactTarget’s digital marketing technology with the Company’s other offerings. The goodwill balance is not deductible for U.S. income tax purposes. | |||||||||||||||||
The Company assumed unvested options and restricted stock with an estimated fair value of $102.2 million. Of the total consideration, a portion was allocated to the purchase consideration and the remainder of the estimated fair value was allocated to future services and will be expensed over the remaining service periods on a straight-line basis. | |||||||||||||||||
The amounts of revenue and earnings of ExactTarget included in the Company’s condensed consolidated statement of operations from the acquisition date of July 12, 2013 to the period ending October 31, 2013 are as follows (in thousands): | |||||||||||||||||
Total revenues | $ | 97,443 | |||||||||||||||
Loss | $ | (81,879 | ) | ||||||||||||||
The following pro forma financial information summarizes the combined results of operations for the Company and ExactTarget, which was significant for purposes of the unaudited pro forma financial information disclosure, as though the companies were combined as of the beginning of the Company’s fiscal 2013. | |||||||||||||||||
The unaudited pro forma financial information was as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Total revenues | $ | 1,100,404 | $ | 850,530 | $ | 3,106,861 | $ | 2,368,865 | |||||||||
Loss | $ | (93,008 | ) | $ | (108,983 | ) | $ | (265,430 | ) | $ | (268,898 | ) | |||||
The pro forma financial information for all periods presented has been calculated after adjusting the results of ExactTarget to reflect the business combination accounting effects resulting from this acquisition including the amortization expense from acquired intangible assets and the stock-based compensation expense for unvested stock options and restricted stock awards assumed as though the acquisition occurred as of the beginning of the Company’s fiscal year 2013. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2013. | |||||||||||||||||
The pro forma financial information for the three and nine months ended October 31, 2013 and 2012 combines the historical results of the Company for the three and nine months ended October 31, 2013 and 2012, the adjusted historical results of ExactTarget for the three and nine months ended September 30, 2013 and 2012, due to differences in reporting periods and considering the date the Company acquired ExactTarget, and the effects of the pro forma adjustments listed above. | |||||||||||||||||
EdgeSpring | |||||||||||||||||
On June 12, 2013, the Company acquired for cash and the Company’s common stock the outstanding stock of EdgeSpring, Inc. (“EdgeSpring”), a provider of an end-to-end business intelligence exploration platform used to build analytic applications. The Company acquired EdgeSpring to, among other things, expand its analytical capabilities and offerings. The Company has included the financial results of EdgeSpring in the consolidated financial statements from the date of acquisition, which have not been material to date. The acquisition date fair value of the consideration transferred for EdgeSpring was approximately $133.7 million, which consisted of the following (in thousands, except share data): | |||||||||||||||||
Fair Value | |||||||||||||||||
Cash | $ | 62,580 | |||||||||||||||
Common stock (1,850,258 shares) | 69,533 | ||||||||||||||||
Fair value of stock options and restricted stock awards assumed | 1,609 | ||||||||||||||||
Total | $ | 133,722 | |||||||||||||||
The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.17 was applied to convert EdgeSpring’s outstanding equity awards for EdgeSpring’s common stock into equity awards for shares of the Company’s common stock. | |||||||||||||||||
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): | |||||||||||||||||
Fair Value | |||||||||||||||||
Current and noncurrent tangible assets | $ | 4,462 | |||||||||||||||
Intangible assets | 32,300 | ||||||||||||||||
Goodwill | 107,165 | ||||||||||||||||
Current and noncurrent liabilities | (666 | ) | |||||||||||||||
Deferred tax liability | (9,539 | ) | |||||||||||||||
Net assets acquired | $ | 133,722 | |||||||||||||||
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair values assigned to tangible assets acquired, liabilities assumed and identifiable intangible assets are based on management’s estimates and assumptions. The estimated fair values of current and noncurrent income taxes payable and deferred taxes may be subject to change as additional information is received and certain tax returns are finalized. Thus the provisional measurements of fair value set forth above are subject to change. The Company expects to finalize the valuation as soon as practicable, but not later than one-year from the acquisition date. | |||||||||||||||||
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): | |||||||||||||||||
Fair Value | Useful Life | ||||||||||||||||
Developed technology | $ | 31,030 | 5-6 years | ||||||||||||||
Customer relationships | 560 | 5 years | |||||||||||||||
Trade name and trademark | 710 | 5 years | |||||||||||||||
Total intangible assets subject to amortization | $ | 32,300 | |||||||||||||||
Developed technology represents the estimated fair value of EdgeSpring’s end-to-end business intelligence exploration technology. Customer relationships represent the fair values of the underlying relationships with EdgeSpring customers. The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities when integrating EdgeSpring’s business intelligence technology with the Company’s other offerings. The goodwill balance is not deductible for U.S. income tax purposes. | |||||||||||||||||
The Company assumed unvested equity awards for shares of EdgeSpring’s common stock with a fair value of $4.7 million. Of the total consideration, $1.6 million was allocated to the purchase consideration and $3.1 million was allocated to future services and will be expensed over the remaining service periods on a straight-line basis. | |||||||||||||||||
Other Business Combinations | |||||||||||||||||
During the nine months ended October 31, 2013, the Company acquired two other companies for an aggregate of $29.1 million in cash, net of cash acquired, and has included the financial results of these companies in its condensed consolidated financial statements from the date of each respective acquisition. The Company accounted for these transactions as business combinations. In allocating the purchase consideration based on estimated fair values, the Company recorded $13.3 million of acquired intangible assets with useful lives of three to five years, $19.1 million of goodwill, $2.8 million of net tangible assets, including cash acquired, and $4.0 million of deferred tax liabilities. The goodwill balance is deductible for U.S. income tax purposes. The two aforementioned business combinations and EdgeSpring were not included in the pro forma combined historical results of operations of the Company as they are not material. | |||||||||||||||||
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, 2013 | $ | 1,529,378 | |||||||||||||||
EdgeSpring | 107,165 | ||||||||||||||||
ExactTarget | 1,844,418 | ||||||||||||||||
Other acquisitions | 19,079 | ||||||||||||||||
Finalization of acquisition date fair values | (5,019 | ) | |||||||||||||||
Balance as of October 31, 2013 | $ | 3,495,021 | |||||||||||||||
Convertible_Senior_Notes_and_T
Convertible Senior Notes and Term Loan | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Convertible Senior Notes and Term Loan | ' | ||||||||||||||||
5. Convertible Senior Notes and Term Loan | |||||||||||||||||
Convertible Senior Notes | |||||||||||||||||
Par Value | Equity | Liability Component of Par Value as of | |||||||||||||||
(In thousands) | Component | October 31, 2013 | January 31, 2013 | ||||||||||||||
0.75% Convertible Senior Notes due January 15, 2015 | $ | 574,856 | $ | 125,530 | (1) | $ | 541,125 | $ | 521,278 | ||||||||
0.25% Convertible Senior Notes due April 1, 2018 | 1,150,000 | 122,421 | (2) | 1,041,083 | 0 | ||||||||||||
-1 | This amount represents the equity component recorded at the initial issuance of the 0.75% convertible senior notes. As of October 31, 2013, $33.7 million was reclassified as temporary equity on the condensed consolidated balance sheet as these notes were convertible. | ||||||||||||||||
-2 | This amount represents the equity component recorded at the initial issuance of the 0.25% convertible senior notes. | ||||||||||||||||
In January 2010, the Company issued at par value $575.0 million of 0.75% convertible senior notes (the “0.75% Senior Notes”) due January 15, 2015, unless earlier purchased by the Company or converted. Interest is payable semi-annually in arrears on January 15 and July 15 of each year. In March 2013, the Company issued at par value $1.15 billion of 0.25% convertible senior notes (the “0.25% Senior Notes”, and together with the 0.75% Senior Notes, 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 commencing October 1, 2013. | |||||||||||||||||
The Notes are governed by indentures between the Company, as issuer, and U.S. Bank National Association, as trustee. The 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 will receive cash equal to the principal amount of the Notes, and at the Company’s election, cash and/or shares of the Company’s common stock for any amounts in excess of the principal amounts. | |||||||||||||||||
Conversion | Initial | Convertible Date | |||||||||||||||
Rate per $1,000 | Conversion | ||||||||||||||||
Par Value | Price per | ||||||||||||||||
Share | |||||||||||||||||
0.75% Senior Notes | 46.8588 | $ | 21.34 | October 15, 2014 | |||||||||||||
0.25% Senior Notes | 15.0512 | $ | 66.44 | 1-Jan-18 | |||||||||||||
Throughout the term of the Notes, the conversion rate may be adjusted upon the occurrence of certain events, including any cash dividends. Holders of the 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 cancelled, extinguished or forfeited. Holders may convert their 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 share of common stock on such last trading day; | ||||||||||||||||
• | in certain situations, when the trading price of the 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 Notes Indenture, such as a consolidation, merger or binding share exchange; or | ||||||||||||||||
• | at any time on or after the convertible dates noted above. | ||||||||||||||||
Holders of the 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 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 Notes in connection with such change of control. | |||||||||||||||||
In accounting for the issuance of the Notes, the Company separated the 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 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 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 Note 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 term of the Notes, and transaction costs attributable to the equity component were netted with the equity component in temporary stockholders’ equity and stockholders’ equity. Additionally, the Company recorded a deferred tax liability of $51.1 million in connection with the 0.75% Senior Notes. | |||||||||||||||||
The Notes consisted of the following (in thousands): | |||||||||||||||||
As of | |||||||||||||||||
October 31, | January 31, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Liability component : | |||||||||||||||||
Principal: | |||||||||||||||||
0.75% Senior Notes (1) | $ | 574,856 | $ | 574,890 | |||||||||||||
0.25% Senior Notes (1) | 1,150,000 | 0 | |||||||||||||||
Less: debt discount, net | |||||||||||||||||
0.75% Senior Notes (2) | (33,731 | ) | (53,612 | ) | |||||||||||||
0.25% Senior Notes (3) | (108,917 | ) | 0 | ||||||||||||||
Net carrying amount | $ | 1,582,208 | $ | 521,278 | |||||||||||||
-1 | The effective interest rates of the 0.75% Senior Notes and 0.25% Senior Notes are 5.86% and 2.53%, respectively. These interest rates were based on the interest rates of a similar liability at the time of issuance that did not have an associated convertible feature. | ||||||||||||||||
-2 | Included in the condensed consolidated balance sheets within Convertible 0.75% Senior Notes (which is classified as a current liability, as these notes were convertible) and is amortized over the life of the 0.75% Senior Notes using the effective interest rate method. | ||||||||||||||||
-3 | 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 values of the Company’s 0.75% Senior Notes and 0.25% Senior Notes at October 31, 2013 were $1.4 billion and $1.3 billion, respectively. The fair value was determined based on the closing trading price per $100 of the 0.75% Senior Notes and 0.25% Senior Notes as of the last day of trading for the third quarter of fiscal 2014. | |||||||||||||||||
Based on the closing price of the Company’s common stock of $53.36 on October 31, 2013, the if-converted value of the 0.75% Senior Notes exceeded their principal amount by approximately $862.5 million and the if-converted value of the 0.25% Senior Notes was less than their principal amount. | |||||||||||||||||
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 “Note Hedges”). | |||||||||||||||||
(in thousands, except for shares) | Date | Purchase | Shares | ||||||||||||||
0.75% Note Hedges | January 2010 | $ | 126,500 | 26,943,812 | |||||||||||||
0.25% Note Hedges | March 2013 | $ | 153,800 | 17,308,880 | |||||||||||||
The Note Hedges cover shares of the Company’s common stock at a strike price that corresponds to the initial conversion price of the respective Notes, also subject to adjustment, and are exercisable upon conversion of the Notes. The Note Hedges will expire upon the maturity of the Notes. The Note Hedges are intended to reduce the potential economic dilution upon conversion of the Notes in the event that the market value per share of the Company’s common stock, as measured under the Notes, at the time of exercise is greater than the conversion price of the Notes. The Note Hedges are separate transactions and are not part of the terms of the Notes. Holders of the Notes will not have any rights with respect to the Note Hedges. The Company initially recorded a deferred tax asset of $51.4 million in connection with the 0.75% Note Hedges. The Note Hedges do not impact earnings per share, as they were entered into to offset any dilution from the Notes. | |||||||||||||||||
Warrants | |||||||||||||||||
Date | Proceeds | Shares | Strike | ||||||||||||||
(in thousands) | Price | ||||||||||||||||
0.75% Warrants | January 2010 | $ | 59,300 | 26,943,812 | $ | 29.88 | |||||||||||
0.25% Warrants | March 2013 | $ | 84,800 | 17,308,880 | $ | 90.4 | |||||||||||
Separately, in January 2010 and March 2013, the Company also entered into warrant transactions (the “0.75% Warrants” and the “0.25% Warrants”, respectively) (collectively, the “Warrants”), whereby the Company sold warrants to acquire, subject to anti-dilution adjustments, shares of the Company’s common stock. As the average market value per share of the Company’s common stock for the reporting period, as measured under the Warrants, exceeds the strike price of the Warrants, the Warrants would have a dilutive effect on the Company’s earnings/loss per share if the Company were to report net income for the three or nine month period ended October 31, 2013. The Warrants were anti-dilutive during the three and nine months ended October 31, 2013 based on the Company’s net loss during the three and nine months ended October 31, 2013. The Warrants are separate transactions, entered into by the Company and are not part of the terms of the Notes or Note Hedges. Holders of the Notes and Note Hedges will not have any rights with respect to the Warrants. | |||||||||||||||||
Term Loan | |||||||||||||||||
On July 11, 2013, the Company entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A. and certain other lenders. The Credit Agreement provides for a $300.0 million term loan (the “Term Loan”) maturing on July 11, 2016 (the “Maturity Date”) and bears interest at the Company’s option at either a base rate plus a spread of 0.50% to 1.00% or an adjusted LIBOR rate as defined in the Credit Agreement plus a spread of 1.50% to 2.00%. | |||||||||||||||||
The Company entered into the Term Loan in conjunction with and for purposes of funding the acquisition of ExactTarget. | |||||||||||||||||
Interest is due and payable in arrears quarterly for the loan bearing interest at the base rate and at the end of an interest period in the case of the loan bearing interest at the adjusted LIBOR rate. The Term Loan is payable in quarterly installments equal to $7.5 million beginning on September 30, 2013, with the remaining outstanding principal amount of the term loan being due and payable on the Maturity Date. The Company may prepay the Term Loan, in whole or in part at anytime during the term of the Term Loan. Amounts repaid or prepaid may not be reborrowed under the terms of the Credit Agreement. The Term Loan is secured by a pledge of 100 percent of the equity securities of the Company’s direct domestic subsidiaries and 65 percent of the equity securities of the Company’s foreign subsidiaries. | |||||||||||||||||
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, issue preferred stock or pay dividends, 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, 2013. | |||||||||||||||||
The weighted average interest rate on the Term Loan was 2.0% for the three months ended October 31, 2013. Accrued interest on the Term Loan was $0.5 million as of October 31, 2013. As of October 31, 2013, the current portion outstanding under the Term Loan was $30.0 million and the noncurrent outstanding portion was $262.5 million. | |||||||||||||||||
Interest Expense | |||||||||||||||||
The following table sets forth total interest expense recognized related to the Notes and the Term Loan prior to capitalization of interest (in thousands): | |||||||||||||||||
Three Months | Nine Months | ||||||||||||||||
Ended October 31, | Ended October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Contractual interest expense | $ | 3,329 | $ | 1,078 | $ | 6,922 | $ | 3,234 | |||||||||
Amortization of debt issuance costs | 1,275 | 331 | 3,195 | 993 | |||||||||||||
Amortization of debt discount | 12,547 | 6,358 | 34,139 | 18,742 | |||||||||||||
$ | 17,151 | $ | 7,767 | $ | 44,256 | $ | 22,969 | ||||||||||
Other_Balance_Sheet_Accounts
Other Balance Sheet Accounts | 9 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ' | ||||||||
Other Balance Sheet Accounts | ' | ||||||||
6. 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, | ||||||||
2013 | 2013 | ||||||||
Deferred income taxes, net | $ | 23,441 | $ | 7,321 | |||||
Prepaid income taxes | 24,562 | 21,180 | |||||||
Customer contract asset | 110,534 | 0 | |||||||
Prepaid expenses and other current assets | 208,708 | 104,813 | |||||||
$ | 367,245 | $ | 133,314 | ||||||
Customer contract asset reflects future billings of amounts that are contractually committed by ExactTarget’s existing customers as of the acquisition date that will be billed in the next twelve 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, | ||||||||
2013 | 2013 | ||||||||
Capitalized internal-use software development costs, net of accumulated amortization of $93,633 and $72,448, respectively | $ | 70,277 | $ | 59,647 | |||||
Acquired developed technology, net of accumulated amortization of $261,290 and $179,906, respectively | 435,552 | 147,676 | |||||||
$ | 505,829 | $ | 207,323 | ||||||
Capitalized internal-use software amortization expense totaled $7.4 million and $6.0 million for the three months ended October 31, 2013 and 2012, respectively. Acquired developed technology amortization expense totaled $35.3 million and $24.0 million for the three months ended October 31, 2013 and 2012, respectively. Capitalized internal-use software amortization expense totaled $21.2 million and $16.0 million for the nine months ended October 31, 2013 and 2012, respectively. Acquired developed technology amortization expense totaled $81.4 million and $60.4 million for the nine months ended October 31, 2013 and 2012, respectively. | |||||||||
The Company capitalized $0.9 million and $0.9 million of stock-based expenses related to capitalized internal-use software development and deferred professional services during the three months ended October 31, 2013 and 2012, respectively. The Company capitalized $2.7 million and $2.6 million of stock-based expenses related to capitalized internal-use software development and deferred professional services during the nine months ended October 31, 2013 and 2012, respectively. | |||||||||
Other Assets, net | |||||||||
Other assets consisted of the following (in thousands): | |||||||||
As of | |||||||||
October 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Deferred income taxes, noncurrent, net | $ | 8,711 | $ | 19,212 | |||||
Long-term deposits | 5,093 | 13,422 | |||||||
Purchased intangible assets, net of accumulated amortization of $51,199 and $28,790, respectively | 431,358 | 49,354 | |||||||
Acquired intellectual property, net of accumulated amortization of $10,189 and $7,074, respectively | 12,273 | 13,872 | |||||||
Strategic investments | 70,005 | 51,685 | |||||||
Customer contract asset | 36,342 | 0 | |||||||
Other | 35,729 | 21,415 | |||||||
$ | 599,511 | $ | 168,960 | ||||||
Customer contract asset reflects the noncurrent portion of future billings that are contractually committed by ExactTarget’s existing customers as of the acquisition date. As the Company bills these customers this balance will reduce and accounts receivable will increase. | |||||||||
Purchased intangible assets amortization expense for the three months ended October 31, 2013 and 2012 was $15.4 million and $3.0 million, respectively, and for the nine months ended October 31, 2013 and 2012, was $22.4 million and $8.8 million, respectively. Acquired intellectual property amortization expense for the three months ended October 31, 2013 and 2012 was $1.0 million and $1.0 million, respectively, and for the nine months ended October 31, 2013 and 2012 was $3.1 million and $3.0 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, | ||||||||
2013 | 2013 | ||||||||
Accounts payable | $ | 45,162 | $ | 14,535 | |||||
Accrued compensation | 304,985 | 311,595 | |||||||
Accrued other liabilities | 275,467 | 138,165 | |||||||
Accrued income and other taxes payable | 110,382 | 120,341 | |||||||
Accrued professional costs | 13,945 | 10,064 | |||||||
Customer liability, current | 78,057 | 0 | |||||||
Accrued rent | 11,304 | 3,006 | |||||||
$ | 839,302 | $ | 597,706 | ||||||
Customer liability reflects the legal obligation to provide future services that are contractually committed by ExactTarget’s existing customers but unbilled as of the acquisition date. As these services are invoiced this balance will reduce and deferred revenue will increase. | |||||||||
Other Noncurrent Liabilities | |||||||||
Other noncurrent liabilities consisted of the following (in thousands): | |||||||||
As of | |||||||||
October 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Deferred income taxes and income taxes payable | $ | 96,082 | $ | 49,074 | |||||
Long-term lease liabilities and other | 583,085 | 126,658 | |||||||
Customer liability, noncurrent | 23,751 | 0 | |||||||
$ | 702,918 | $ | 175,732 | ||||||
Customer liability, noncurrent reflects the noncurrent fair value of the legal obligation to provide future services that are contractually committed by ExactTarget’s existing customers but unbilled as of the acquisition date. As these services are invoiced this balance will reduce and deferred revenue will increase. | |||||||||
In June 2013, the Company entered into a large capital lease agreement for software for a period of nine years, which consists of the contractual term of six years and a renewal option of three years. |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | ||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||
7. Stockholders’ Equity | |||||||||||||||||||||
The Company maintains the following stock plans: the 2006 Inducement Equity Incentive Plan (the “Inducement Plan”), 2004 Employee Stock Purchase Plan and the 2013 Equity Incentive 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. | |||||||||||||||||||||
On February 1, 2013, 14.0 million additional shares were reserved under the 2004 Equity Incentive Plan and 4.0 million additional shares were reserved under the 2004 Employee Stock Purchase Plan pursuant to the automatic increase in each respective plan. | |||||||||||||||||||||
On June 6, 2013, the Company’s stockholders approved the 2013 Equity Incentive Plan (the “2013 Plan”) with a reserve of 48.0 million shares of common stock for future issuance. In addition, 21.9 million shares of common stock that were previously available for grant under the 2004 Equity Incentive Plan and the 2004 Outside Directors Stock Plan (collectively, the “Prior Plans”) as of June 6, 2013, expired and were added to the 2013 Plan share reserve. Any shares of common stock subject to outstanding awards under the Prior Plans that expire, are forfeited, or repurchased by the Company also will be available for future grant under the 2013 Plan. | |||||||||||||||||||||
In September 2011, the Company’s Board of Directors amended and restated the 2004 Employee Stock Purchase Plan (the “ESPP”). In conjunction with the amendment of the ESPP, the Company’s Board of Directors determined that the offerings under the ESPP would commence, beginning with a twelve month offering period starting in December 2011. As of October 31, 2013, $44.1 million has been withheld on behalf of employees for future purchases under the plan and is recorded in accrued expenses and other liabilities. Employees purchased 1.4 million shares in the nine months ended October 31, 2013 for $43.7 million under the ESPP. | |||||||||||||||||||||
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 3, 2013, options issued had a term of 5 years. After July 3, 2013, options issued have a term of 7 years. | |||||||||||||||||||||
Stock activity excluding the ESPP is as follows: | |||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||
Shares | Outstanding | Weighted- | Aggregate | ||||||||||||||||||
Available for | Stock | Average | Intrinsic Value | ||||||||||||||||||
Grant | Options | Exercise Price | (in thousands) | ||||||||||||||||||
Balance as of January 31, 2013 | 11,759,740 | 29,983,292 | $ | 26.6 | |||||||||||||||||
Increase in shares authorized: | |||||||||||||||||||||
2004 Equity Incentive Plan | 14,000,000 | 0 | 0 | ||||||||||||||||||
2013 Equity Incentive Plan | 73,533,749 | 0 | 0 | ||||||||||||||||||
2010 EdgeSpring Plan | 124,859 | 0 | 0 | ||||||||||||||||||
2004 ExactTarget Plan | 136,986 | 0 | 0 | ||||||||||||||||||
2008 ExactTarget Plan | 3,202,185 | 0 | 0 | ||||||||||||||||||
Options granted under all plans | (5,210,268 | ) | 5,210,268 | 28.8 | |||||||||||||||||
Restricted stock activity | (3,807,957 | ) | 0 | 0 | |||||||||||||||||
Stock grants to board and advisory board members | (143,240 | ) | 0 | 0 | |||||||||||||||||
Exercised | 0 | (7,768,640 | ) | 18.96 | |||||||||||||||||
1999 Plan shares expired | (24,122,424 | ) | 0 | 0 | |||||||||||||||||
Cancelled | 985,874 | (985,874 | ) | 28 | |||||||||||||||||
Balance as of October 31, 2013 | 70,459,504 | 26,439,046 | $ | 29.22 | $ | 638,505 | |||||||||||||||
Vested or expected to vest | 25,486,068 | $ | 29.08 | $ | 618,958 | ||||||||||||||||
Exercisable as of October 31, 2013 | 10,368,134 | $ | 24.3 | $ | 301,268 | ||||||||||||||||
The total intrinsic value of the options exercised during the nine months ended October 31, 2013 and 2012 was $218.0 million and $257.8 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 3.4 years. | |||||||||||||||||||||
As of October 31, 2013, options to purchase 10,368,134 shares were vested at a weighted average exercise price of $24.30 per share and had a remaining weighted-average contractual life of approximately 2.2 years. The total intrinsic value of these vested options as of October 31, 2013 was $301.3 million. | |||||||||||||||||||||
The following table summarizes information about stock options outstanding as of October 31, 2013: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range of Exercise | Number | Weighted- | Weighted- | Number of | Weighted- | ||||||||||||||||
Prices | Outstanding | Average | Average | Shares | Average | ||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||
Contractual Life | Price | Price | |||||||||||||||||||
(Years) | |||||||||||||||||||||
$0.26 to $16.36 | 5,092,846 | 2.6 | $ | 10.23 | 3,860,631 | $ | 10.77 | ||||||||||||||
$17.06 to $26.48 | 1,874,995 | 6.8 | 21.47 | 460,226 | 20.2 | ||||||||||||||||
$27.06 | 3,891,928 | 3.1 | 27.06 | 1,482,945 | 27.06 | ||||||||||||||||
$27.56 to $35.07 | 2,255,164 | 3.9 | 31.62 | 714,235 | 32 | ||||||||||||||||
$35.63 | 4,956,172 | 2 | 35.63 | 3,108,745 | 35.63 | ||||||||||||||||
$35.87 to $38.03 | 4,052,220 | 3.7 | 37.11 | 712,567 | 36.84 | ||||||||||||||||
$38.38 to $54.28 | 4,315,721 | 4.7 | 40.93 | 28,785 | 38.38 | ||||||||||||||||
26,439,046 | 3.5 | $ | 29.22 | 10,368,134 | $ | 24.3 | |||||||||||||||
Restricted stock activity is as follows: | |||||||||||||||||||||
Restricted Stock Outstanding | |||||||||||||||||||||
Outstanding | Weighted- | Aggregate | |||||||||||||||||||
Average | Intrinsic | ||||||||||||||||||||
Exercise Price | Value | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Balance as of January 31, 2013 | 26,782,620 | $ | 0.001 | ||||||||||||||||||
Granted | 5,105,956 | 0.001 | |||||||||||||||||||
Cancelled | (2,492,319 | ) | 0.001 | ||||||||||||||||||
Vested and converted to shares | (6,100,096 | ) | 0.001 | ||||||||||||||||||
Balance as of October 31, 2013 | 23,296,161 | $ | 0.001 | $ | 1,243,083 | ||||||||||||||||
Expected to vest | 20,528,944 | $ | 1,095,424 | ||||||||||||||||||
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 vest over 4 years. | |||||||||||||||||||||
The weighted-average grant date fair value of the restricted stock issued for the nine months ended October 31, 2013 and 2012 was $43.52 and $36.17, respectively. | |||||||||||||||||||||
Common Stock | |||||||||||||||||||||
The following number of shares of common stock were reserved and available for future issuance at October 31, 2013: | |||||||||||||||||||||
Options outstanding | 26,439,046 | ||||||||||||||||||||
Restricted stock awards and units outstanding | 23,296,161 | ||||||||||||||||||||
Stock available for future grant: | |||||||||||||||||||||
2013 Equity Incentive Plan | 70,316,996 | ||||||||||||||||||||
2006 Inducement Equity Incentive Plan | 142,508 | ||||||||||||||||||||
2004 Employee Stock Purchase Plan | 7,643,135 | ||||||||||||||||||||
Convertible senior notes | 44,247,536 | ||||||||||||||||||||
Warrants | 44,252,692 | ||||||||||||||||||||
216,338,074 | |||||||||||||||||||||
Income_Taxes
Income Taxes | 9 Months Ended |
Oct. 31, 2013 | |
Income Tax Disclosure [Abstract] | ' |
Income Taxes | ' |
8. Income Taxes | |
Effective Tax Rate Deferred | |
The Company computes its year-to-date provision for income taxes by applying the estimated annual effective tax rate to year to date pretax loss and adjusts the provision for discrete tax items recorded in the period. For the nine months ended October 31, 2013, the Company reported a tax benefit of $119.2 million with a pretax loss of $234.8 million, which resulted in an effective tax rate of 51 percent. The Company’s effective tax rate substantially differed from the federal statutory tax rate of 35 percent primarily due to a partial release of the tax valuation allowance related to the acquisition of ExactTarget in the second quarter. The valuation allowance was established in the third quarter of fiscal 2013. 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 and recorded a tax benefit of $135.5 million for the nine months ended October 31, 2013. | |
For the nine months ended October 31, 2012, the Company reported a tax expense of $147.9 million, which resulted in a negative effective tax rate of 145 percent. The Company’s effective tax rate substantially differed from the federal statutory tax rate of 35 percent primarily due to a one-time, non-cash charge to record a valuation allowance for a significant portion of the Company’s deferred tax assets. | |
Tax Benefits Related to Stock-Based Compensation | |
The total income tax benefit related to stock-based awards was $104.3 million and $81.5 million for the nine months ended October 31, 2013 and 2012, 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 taxing authorities including the Internal Revenue Service, California Franchise Tax Board and the National Tax Agency of Japan. To date, the Company has not received any material proposed adjustments. | |
The Company believes that it has provided adequate reserves for its income tax uncertainties in all open tax years. During the three months ended October 31, 2013, the Company released approximately $3.5 million reserves due to lapsing of the statute of limitations. In the next twelve months, the Company does not expect the unrecognized tax benefits balance to materially change. |
EarningsLoss_Per_Share
Earnings/Loss Per Share | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings/Loss Per Share | ' | ||||||||||||||||
9. 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 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, 2013 and 2012 are the same as basic loss per share as there is a net loss in these periods and inclusion of potentially issuable shares would be anti-dilutive. | |||||||||||||||||
A reconciliation of the denominator used in the calculation of basic and diluted loss per share is as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (124,434 | ) | $ | (220,297 | ) | $ | (115,552 | ) | $ | (249,601 | ) | |||||
Denominator: | |||||||||||||||||
Weighted-average shares outstanding for basic loss per share | 600,467 | 568,812 | 594,346 | 559,836 | |||||||||||||
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 | 600,467 | 568,812 | 594,346 | 559,836 | |||||||||||||
The weighted-average number of shares outstanding used in the computation of basic and 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 | Nine Months | ||||||||||||||||
Ended October 31, | Ended October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock awards | 14,613 | 28,376 | 18,629 | 29,200 | |||||||||||||
Convertible senior notes | 44,246 | 26,940 | 44,246 | 26,940 | |||||||||||||
Warrants | 44,253 | 26,944 | 44,253 | 26,944 |
Commitments
Commitments | 9 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||
Commitments | ' | ||||||||
10. Commitments | |||||||||
Letters of Credit | |||||||||
As of October 31, 2013, the Company had a total of $57.4 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, 2013, the future minimum lease payments under non-cancelable operating and capital leases are as follows (in thousands): | |||||||||
Capital | Operating | ||||||||
Leases | Leases | ||||||||
Fiscal Period: | |||||||||
Remaining three months of fiscal 2014 | $ | 13,901 | $ | 41,298 | |||||
Fiscal 2015 | 73,382 | 176,180 | |||||||
Fiscal 2016 | 70,064 | 170,110 | |||||||
Fiscal 2017 | 71,765 | 157,328 | |||||||
Fiscal 2018 | 83,340 | 145,548 | |||||||
Thereafter | 299,643 | 999,886 | |||||||
Total minimum lease payments | 612,095 | $ | 1,690,350 | ||||||
Less: amount representing interest | (93,475 | ) | |||||||
Present value of capital lease obligations | $ | 518,620 | |||||||
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. |
Legal_Proceedings_and_Claims
Legal Proceedings and Claims | 9 Months Ended |
Oct. 31, 2013 | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Legal Proceedings and Claims | ' |
11. Legal Proceedings and Claims | |
In the ordinary course of business, the Company is 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, 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. For example, the Company received a notice from a large non-practicing entity several quarters ago alleging that the Company infringed upon certain of its patents. While no litigation was ever filed, in May 2013 the Company entered into a multi-year license agreement with that non-practicing entity. During the first quarter of fiscal 2014, the Company recorded approximately $8.0 million of expense for the portion of the license agreement related to prior periods. | |
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. |
RelatedParty_Transactions
Related-Party Transactions | 9 Months Ended |
Oct. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related-Party Transactions | ' |
12. Related-Party Transactions | |
In January 1999, the salesforce.com/foundation, also referred to as the Foundation, a non-profit public charity, was chartered to build philanthropic programs that are focused on youth and technology. The Company’s chairman is the chairman of the Foundation. The Company’s chairman, two of the Company’s employees and one of the Company’s board members hold four of the Foundation’s ten board seats. The Company does not control the Foundation’s activities, and accordingly, the Company does not consolidate the Foundation’s statement of activities with its financial results. | |
Since the Foundation’s inception, the Company has provided at no charge certain resources to Foundation employees such as office space. The value of these items was approximately $239,000 for the quarter ended October 31, 2013. | |
Additionally, the Company has donated subscriptions to the Company’s service to other qualified non-profit organizations. The Company also allows an affiliate of the Foundation to resell the Company’s service to non-profit organizations. The Company does not charge the affiliate for these subscriptions, so any revenue from subscriptions provided to non-profit organizations is retained by the Foundation to fund its charitable work. The value of the subscriptions was approximately $3.8 million for the quarter ended October 31, 2013. The Company plans to continue these programs. |
Summary_of_Business_and_Signif1
Summary of Business and Significant Accounting Policies (Policies) | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Fiscal Year | ' | ||||||||||||||||
Fiscal Year | |||||||||||||||||
The Company’s fiscal year ends on January 31. References to fiscal 2014, for example, refer to the fiscal year ending January 31, 2014. | |||||||||||||||||
Basis of Presentation | ' | ||||||||||||||||
Basis of Presentation | |||||||||||||||||
The accompanying condensed consolidated balance sheet as of October 31, 2013 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, 2013 and 2012, respectively, are unaudited. The condensed consolidated balance sheet data as of January 31, 2013 was derived from the audited consolidated financial statements which are included in the Company’s Form 10-K for the fiscal year ended January 31, 2013, which was filed with the Securities and Exchange Commission (the “SEC”) on March 8, 2013. The accompanying statements should be read in conjunction with the audited consolidated financial statements and related notes contained in the Company’s fiscal 2013 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 statement of financial position as of October 31, 2013, and its results of operations, including its comprehensive loss, and its cash flows for the three and nine months ended October 31, 2013 and 2012. All adjustments are of a normal recurring nature. The results for the three and nine months ended October 31, 2013 are not necessarily indicative of the results to be expected for any subsequent quarter or for the fiscal year ending January 31, 2014. | |||||||||||||||||
On March 20, 2013, the Company’s certificate of incorporation was amended to increase the number of authorized shares of common stock from 400.0 million to 1.6 billion in order to provide for a four-for-one stock split of the common stock effected in the form of a stock dividend. The record date for the stock split was April 3, 2013, and the additional shares were distributed on April 17, 2013. Each stockholder of record on the close of business on the record date received three additional shares of common stock for each share held. All share and per share data presented herein reflect the impact of the increase in authorized shares and the stock split, as appropriate. | |||||||||||||||||
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 assessment of recoverability of long-lived assets (property and equipment, goodwill and identified intangibles), | ||||||||||||||||
• | the fair value of assets acquired and liabilities assumed for business combinations, | ||||||||||||||||
• | the recognition, measurement and valuation of current and deferred income taxes, | ||||||||||||||||
• | the recognition and measurement of loss contingencies, | ||||||||||||||||
• | the fair value of stock awards issued, and | ||||||||||||||||
• | the valuation of strategic investments and the determination of other-than-temporary impairments. | ||||||||||||||||
Actual results could differ materially from those estimates. | |||||||||||||||||
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 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. The 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 customer accounted for more than five percent of accounts receivable at October 31, 2013 and January 31, 2013, respectively. No single customer accounted for five percent or more of total revenue during the three and nine months ended October 31, 2013 and 2012. | |||||||||||||||||
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 purchasing 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 this deliverable 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. | |||||||||||||||||
The Company determined 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 or quarterly installments. Deferred revenue is influenced by several factors, including seasonality, the compounding effects of renewals, invoice duration, invoice timing 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. 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 Company reports its financial and non-financial assets and liabilities that are re-measured and reported at fair value at each reporting period. | |||||||||||||||||
The additional disclosures regarding the Company’s fair value measurements are included in Note 2. | |||||||||||||||||
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. | ||||||||||||||||
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 | Shorter of the lease term or 10 years | ||||||||||||||||
Building improvements | Amortized over the estimated useful lives of the respective assets when they are ready for their intended use. | ||||||||||||||||
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. 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, Intangible Assets, Long-Lived Assets and Impairment Assessments | ' | ||||||||||||||||
Goodwill, Intangible Assets, Long-Lived Assets and 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 Company will recognize an impairment charge. | |||||||||||||||||
The Company evaluates the recoverability of its long-lived assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets 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. On 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 into operating expense, and the recorded liabilities are accreted to the future value of the estimated retirement costs. | |||||||||||||||||
Accounting for Stock-Based Compensation | ' | ||||||||||||||||
Accounting for Stock-Based Compensation | |||||||||||||||||
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 Employee Stock Purchase Plan (“ESPP”) 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 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 | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
Stock Options | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Volatility | 39 | % | 47 | % | 39-43 | % | 47-51 | % | |||||||||
Estimated life | 3.5 years | 3.7 years | 3.2 years | 3.7 years | |||||||||||||
Risk-free interest rate | 1.03-1.21 | % | 0.47-0.57 | % | 0.48-1.21 | % | 0.43-0.77 | % | |||||||||
Dividend yield | 0 | 0 | 0 | 0 | |||||||||||||
Weighted-average fair value per share of grants | $ | 14.52 | $ | 13.02 | $ | 11.98 | $ | 13.13 | |||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
ESPP | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Volatility | n/a | n/a | 31-32 | % | 42-46 | % | |||||||||||
Estimated life | n/a | n/a | 0.75 years | 0.75 years | |||||||||||||
Risk-free interest rate | n/a | n/a | 0.07-0.10 | % | 0.12-0.13 | % | |||||||||||
Dividend yield | n/a | n/a | 0 | 0 | |||||||||||||
Weighted-average fair value per share of grants | n/a | n/a | $ | 9.69 | $ | 10.09 | |||||||||||
There were no stock purchase rights granted under the ESPP in the three months ended October 31, 2013 or 2012 as these stock purchase rights are only granted in June and December. | |||||||||||||||||
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. | |||||||||||||||||
The estimated life for the stock options was based on an analysis of historical expected life. The estimated life for the ESPP was based on the two purchase periods within each offering period. The risk-free interest rate is based on the rate for a U.S. government security with the same estimated life at the time of the option grant. | |||||||||||||||||
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 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 more likely than not expected to be realized. | |||||||||||||||||
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, 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 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 July 2012, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2012-02, Intangibles—Goodwill and Other (Topic 350)—Testing Indefinite-Lived Intangible Assets for Impairment (ASU 2012-02), to allow entities to use a qualitative approach to test indefinite-lived intangible assets for impairment. ASU 2012-02 permits an entity to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed quantitative impairment test by comparing the fair value of the indefinite-lived intangible asset with its carrying value. Otherwise, the quantitative impairment test is not required. The Company adopted ASU 2012-02 in fiscal 2014 and does not believe that the adoption will have a material effect on the condensed consolidated financial statements. | |||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (ASU 2013-11), which provides guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss (“NOL”) carryforward, a similar tax loss, or a tax credit carryforward exists. ASU 2013-11 supports the approach for companies to present an unrecognized tax benefit as a reduction of a deferred tax asset for a NOL or tax credit carryforward whenever the NOL or tax credit carryforward would be available to reduce the additional taxable income or tax due if the tax position is disallowed. This approach requires companies to assess whether to net the unrecognized tax benefit with a deferred tax asset as of the reporting date. The Company plans to adopt ASU 2013-11 in fiscal 2015 and is currently evaluating the impact to its consolidated financial statements. |
Summary_of_Business_and_Signif2
Summary of Business and Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Revenues By Geographical Region | ' | ||||||||||||||||
Revenues by geographical region are as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Americas | $ | 769,400 | $ | 547,399 | $ | 2,079,043 | $ | 1,540,326 | |||||||||
Europe | 194,932 | 133,791 | 531,463 | 376,694 | |||||||||||||
Asia Pacific | 111,702 | 107,208 | 315,255 | 298,494 | |||||||||||||
$ | 1,076,034 | $ | 788,398 | $ | 2,925,761 | $ | 2,215,514 | ||||||||||
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 | Shorter of the lease term or 10 years | ||||||||||||||||
Building improvements | Amortized over the estimated useful lives of the respective assets when they are ready for their intended use. | ||||||||||||||||
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 | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
Stock Options | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Volatility | 39 | % | 47 | % | 39-43 | % | 47-51 | % | |||||||||
Estimated life | 3.5 years | 3.7 years | 3.2 years | 3.7 years | |||||||||||||
Risk-free interest rate | 1.03-1.21 | % | 0.47-0.57 | % | 0.48-1.21 | % | 0.43-0.77 | % | |||||||||
Dividend yield | 0 | 0 | 0 | 0 | |||||||||||||
Weighted-average fair value per share of grants | $ | 14.52 | $ | 13.02 | $ | 11.98 | $ | 13.13 | |||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
ESPP | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Volatility | n/a | n/a | 31-32 | % | 42-46 | % | |||||||||||
Estimated life | n/a | n/a | 0.75 years | 0.75 years | |||||||||||||
Risk-free interest rate | n/a | n/a | 0.07-0.10 | % | 0.12-0.13 | % | |||||||||||
Dividend yield | n/a | n/a | 0 | 0 | |||||||||||||
Weighted-average fair value per share of grants | n/a | n/a | $ | 9.69 | $ | 10.09 |
Investments_Tables
Investments (Tables) | 9 Months Ended | ||||||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||||||
Investments Schedule [Abstract] | ' | ||||||||||||||||||||||||
Schedule Of Marketable Securities | ' | ||||||||||||||||||||||||
At October 31, 2013, marketable securities consisted of the following (in thousands): | |||||||||||||||||||||||||
Investments classified as Marketable Securities | Amortized | Unrealized | Unrealized | Fair Value | |||||||||||||||||||||
Cost | Gains | Losses | |||||||||||||||||||||||
Corporate notes and obligations | $ | 262,897 | $ | 1,037 | $ | (161 | ) | $ | 263,773 | ||||||||||||||||
U.S. treasury securities | 9,826 | 17 | 0 | 9,843 | |||||||||||||||||||||
Mortgage backed obligations | 26,555 | 249 | (91 | ) | 26,713 | ||||||||||||||||||||
Asset backed securities | 30,274 | 31 | (57 | ) | 30,248 | ||||||||||||||||||||
Municipal securities | 1,000 | 0 | (7 | ) | 993 | ||||||||||||||||||||
Foreign government obligations | 19,807 | 84 | (6 | ) | 19,885 | ||||||||||||||||||||
U.S. agency obligations | 15,224 | 10 | (3 | ) | 15,231 | ||||||||||||||||||||
Covered bonds | 66,363 | 508 | 0 | 66,871 | |||||||||||||||||||||
Total marketable securities | $ | 431,946 | $ | 1,936 | $ | (325 | ) | $ | 433,557 | ||||||||||||||||
At January 31, 2013, marketable securities consisted of the following (in thousands): | |||||||||||||||||||||||||
Investments classified as Marketable Securities | Amortized | Unrealized | Unrealized | Fair Value | |||||||||||||||||||||
Cost | Gains | Losses | |||||||||||||||||||||||
Corporate notes and obligations | $ | 685,695 | $ | 5,113 | $ | (919 | ) | $ | 689,889 | ||||||||||||||||
U.S. treasury securities | 38,864 | 20 | (15 | ) | 38,869 | ||||||||||||||||||||
Mortgage backed obligations | 12,447 | 278 | (2 | ) | 12,723 | ||||||||||||||||||||
Municipal securities | 2,697 | 1 | (32 | ) | 2,666 | ||||||||||||||||||||
Foreign government obligations | 9,572 | 72 | (3 | ) | 9,641 | ||||||||||||||||||||
Collateralized mortgage obligations | 150,794 | 1,775 | (693 | ) | 151,876 | ||||||||||||||||||||
U.S. agency obligations | 105,224 | 157 | (5 | ) | 105,376 | ||||||||||||||||||||
Total marketable securities | $ | 1,005,293 | $ | 7,416 | $ | (1,669 | ) | $ | 1,011,040 | ||||||||||||||||
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, | ||||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||||
Recorded as follows: | |||||||||||||||||||||||||
Short-term (due in one year or less) | $ | 51,792 | $ | 120,376 | |||||||||||||||||||||
Long-term (due between one and 3 years) | 381,765 | 890,664 | |||||||||||||||||||||||
$ | 433,557 | $ | 1,011,040 | ||||||||||||||||||||||
Schedule Of Marketable Securities In An Unrealized Loss Position | ' | ||||||||||||||||||||||||
As of October 31, 2013, the following marketable securities were in an unrealized loss position (in thousands): | |||||||||||||||||||||||||
Less than 12 Months | 12 Months or Greater | Total | |||||||||||||||||||||||
Fair Value | Unrealized | Fair Value | Unrealized | Fair Value | Unrealized | ||||||||||||||||||||
Losses | Losses | Losses | |||||||||||||||||||||||
Corporate notes and obligations | $ | 65,202 | $ | (159 | ) | $ | 1,355 | $ | (2 | ) | $ | 66,557 | $ | (161 | ) | ||||||||||
Mortgage backed obligations | 8,725 | (58 | ) | 3,276 | (33 | ) | 12,001 | (91 | ) | ||||||||||||||||
Asset backed securities | 16,877 | (57 | ) | 0 | 0 | 16,877 | (57 | ) | |||||||||||||||||
Municipal securities | 993 | (7 | ) | 0 | 0 | 993 | (7 | ) | |||||||||||||||||
Foreign government obligations | 9,494 | (6 | ) | 0 | 0 | 9,494 | (6 | ) | |||||||||||||||||
U.S. agency obligations | 9,726 | (3 | ) | 0 | 0 | 9,726 | (3 | ) | |||||||||||||||||
$ | 111,017 | $ | (290 | ) | $ | 4,631 | $ | (35 | ) | $ | 115,648 | $ | (325 | ) | |||||||||||
Schedule Of Assets And Liabilities Measured At Fair Value On 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, 2013 and indicates the fair value hierarchy of the valuation (in thousands): | |||||||||||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Balances as of | |||||||||||||||||||||
Active Markets | Observable | Unobservable | October 31, 2013 | ||||||||||||||||||||||
for Identical Assets | Inputs | Inputs | |||||||||||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||||||||||
Cash equivalents (1): | |||||||||||||||||||||||||
Time deposits | $ | 0 | $ | 211,574 | $ | 0 | $ | 211,574 | |||||||||||||||||
Money market mutual funds | 94,372 | 0 | 0 | 94,372 | |||||||||||||||||||||
Marketable securities: | |||||||||||||||||||||||||
Corporate notes and obligations | 0 | 263,773 | 0 | 263,773 | |||||||||||||||||||||
U.S. treasury securities | 0 | 9,843 | 0 | 9,843 | |||||||||||||||||||||
Mortgage backed obligations | 0 | 26,713 | 0 | 26,713 | |||||||||||||||||||||
Asset backed securities | 0 | 30,248 | 0 | 30,248 | |||||||||||||||||||||
Municipal securities | 0 | 993 | 0 | 993 | |||||||||||||||||||||
Foreign government obligations | 0 | 19,885 | 0 | 19,885 | |||||||||||||||||||||
U.S. agency obligations | 0 | 15,231 | 0 | 15,231 | |||||||||||||||||||||
Covered bonds | 0 | 66,871 | 0 | 66,871 | |||||||||||||||||||||
Foreign currency derivative contracts (2) | 0 | 1,718 | 0 | 1,718 | |||||||||||||||||||||
Total Assets | $ | 94,372 | $ | 646,849 | $ | 0 | $ | 741,221 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Foreign currency derivative contracts (3) | $ | 0 | $ | 282 | $ | 0 | $ | 282 | |||||||||||||||||
Total Liabilities | $ | 0 | $ | 282 | $ | 0 | $ | 282 | |||||||||||||||||
-1 | Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of October 31, 2013, in addition to $345.8 million of cash. | ||||||||||||||||||||||||
-2 | Included in “prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet as of October 31, 2013. | ||||||||||||||||||||||||
-3 | Included in “accounts payable, accrued expenses and other liabilities” in the condensed consolidated balance sheet as of October 31, 2013. | ||||||||||||||||||||||||
The following table presents information about the Company’s assets and liabilities that are measured at fair value as of January 31, 2013 and indicates the fair value hierarchy of the valuation (in thousands): | |||||||||||||||||||||||||
Description | Quoted Prices in | Significant Other | Significant | Balances as of | |||||||||||||||||||||
Active Markets | Observable | Unobservable | January 31, | ||||||||||||||||||||||
for Identical Assets | Inputs (Level 2) | Inputs | 2013 | ||||||||||||||||||||||
(Level 1) | (Level 3) | ||||||||||||||||||||||||
Cash equivalents (1): | |||||||||||||||||||||||||
Time deposits | $ | 0 | $ | 22,372 | $ | 0 | $ | 22,372 | |||||||||||||||||
Money market mutual funds | 385,700 | 0 | 0 | 385,700 | |||||||||||||||||||||
Marketable securities: | |||||||||||||||||||||||||
Corporate notes and obligations | 0 | 689,889 | 0 | 689,889 | |||||||||||||||||||||
U.S. treasury securities | 38,869 | 0 | 0 | 38,869 | |||||||||||||||||||||
Mortgage backed obligations | 0 | 12,723 | 0 | 12,723 | |||||||||||||||||||||
Municipal securities | 0 | 2,666 | 0 | 2,666 | |||||||||||||||||||||
Foreign government obligations | 9,641 | 0 | 0 | 9,641 | |||||||||||||||||||||
Collateralized mortgage obligations | 0 | 151,876 | 0 | 151,876 | |||||||||||||||||||||
U.S. agency obligations | 0 | 105,376 | 0 | 105,376 | |||||||||||||||||||||
Foreign currency derivative contracts (2) | 0 | 5,643 | 0 | 5,643 | |||||||||||||||||||||
Total Assets | $ | 434,210 | $ | 990,545 | $ | 0 | $ | 1,424,755 | |||||||||||||||||
Liabilities | |||||||||||||||||||||||||
Foreign currency derivative contracts (3) | $ | 0 | $ | 3,307 | $ | 0 | $ | 3,307 | |||||||||||||||||
Total Liabilities | $ | 0 | $ | 3,307 | $ | 0 | $ | 3,307 | |||||||||||||||||
-1 | Included in “cash and cash equivalents” in the accompanying condensed consolidated balance sheet as of January 31, 2013, in addition to $339.2 million of cash. | ||||||||||||||||||||||||
-2 | Included in “prepaid expenses and other current assets” in the accompanying condensed consolidated balance sheet as of January 31, 2013. | ||||||||||||||||||||||||
-3 | Included in “accounts payable, accrued expenses and other liabilities” in the accompanying condensed consolidated balance sheet as of January 31, 2013. | ||||||||||||||||||||||||
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, | January 31, | ||||||||||||||||||||||||
2013 | 2013 | ||||||||||||||||||||||||
Notional amount of foreign currency derivative contracts | $ | 253,273 | $ | 692,637 | |||||||||||||||||||||
Fair value of foreign currency derivative contracts, net | $ | 1,436 | $ | 2,336 | |||||||||||||||||||||
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, 2013 | January 31, 2013 | |||||||||||||||||||||||
Derivative Assets | |||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||
Foreign currency derivative contracts | Prepaid expenses and other current assets | $ | 1,718 | $ | 5,643 | ||||||||||||||||||||
Derivative Liabilities | |||||||||||||||||||||||||
Derivatives not designated as hedging instruments: | |||||||||||||||||||||||||
Foreign currency derivative contracts | Accounts payable, accrued expenses and other liabilities | $ | 282 | $ | 3,307 | ||||||||||||||||||||
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, 2013 and 2012, respectively, are summarized below (in thousands): | |||||||||||||||||||||||||
Derivatives Not Designated as Hedging | Gains (Losses) on Derivative Instruments | ||||||||||||||||||||||||
Instruments | Recognized in Income | ||||||||||||||||||||||||
Three Months Ended | |||||||||||||||||||||||||
October 31, | |||||||||||||||||||||||||
Location | 2013 | 2012 | |||||||||||||||||||||||
Foreign currency derivative contracts | Other income (expense) | $ | 4,523 | $ | 8,079 | ||||||||||||||||||||
Derivatives Not Designated as Hedging | Gains (Losses) on Derivative Instruments | ||||||||||||||||||||||||
Instruments | Recognized in Income | ||||||||||||||||||||||||
Nine Months Ended | |||||||||||||||||||||||||
October 31, | |||||||||||||||||||||||||
Location | 2013 | 2012 | |||||||||||||||||||||||
Foreign currency derivative contracts | Other income (expense) | $ | 2,468 | $ | 9,673 | ||||||||||||||||||||
Schedule Of Components Of Investment Income | ' | ||||||||||||||||||||||||
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 | Nine Months Ended | ||||||||||||||||||||||||
October 31, | October 31, | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||||
Interest income | $ | 1,258 | $ | 4,063 | $ | 8,029 | $ | 13,727 | |||||||||||||||||
Realized gains | 332 | 894 | 5,732 | 4,448 | |||||||||||||||||||||
Realized losses | (480 | ) | (1,070 | ) | (4,910 | ) | (2,654 | ) | |||||||||||||||||
Total investment income | $ | 1,110 | $ | 3,887 | $ | 8,851 | $ | 15,521 | |||||||||||||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 9 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Property Plant And Equipment [Abstract] | ' | ||||||||
Schedule Of Property And Equipment | ' | ||||||||
Property and equipment consisted of the following (in thousands): | |||||||||
As of | |||||||||
October 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Land | $ | 248,263 | $ | 248,263 | |||||
Building improvements | 49,572 | 49,572 | |||||||
Computers, equipment and software | 918,338 | 328,318 | |||||||
Furniture and fixtures | 57,518 | 38,275 | |||||||
Leasehold improvements | 278,639 | 193,181 | |||||||
1,552,330 | 857,609 | ||||||||
Less accumulated depreciation and amortization | (346,981 | ) | (252,940 | ) | |||||
$ | 1,205,349 | $ | 604,669 | ||||||
Business_Combinations_Tables
Business Combinations (Tables) | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Schedule Of Goodwill | ' | ||||||||||||||||
Goodwill consisted of the following (in thousands): | |||||||||||||||||
Balance as of January 31, 2013 | $ | 1,529,378 | |||||||||||||||
EdgeSpring | 107,165 | ||||||||||||||||
ExactTarget | 1,844,418 | ||||||||||||||||
Other acquisitions | 19,079 | ||||||||||||||||
Finalization of acquisition date fair values | (5,019 | ) | |||||||||||||||
Balance as of October 31, 2013 | $ | 3,495,021 | |||||||||||||||
EdgeSpring | ' | ||||||||||||||||
Schedule Of Fair Value Of Consideration Transferred | ' | ||||||||||||||||
The acquisition date fair value of the consideration transferred for EdgeSpring was approximately $133.7 million, which consisted of the following (in thousands, except share data): | |||||||||||||||||
Fair Value | |||||||||||||||||
Cash | $ | 62,580 | |||||||||||||||
Common stock (1,850,258 shares) | 69,533 | ||||||||||||||||
Fair value of stock options and restricted stock awards assumed | 1,609 | ||||||||||||||||
Total | $ | 133,722 | |||||||||||||||
Estimated Fair Values Of Assets Acquired And Liabilities Assumed | ' | ||||||||||||||||
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): | |||||||||||||||||
Fair Value | |||||||||||||||||
Current and noncurrent tangible assets | $ | 4,462 | |||||||||||||||
Intangible assets | 32,300 | ||||||||||||||||
Goodwill | 107,165 | ||||||||||||||||
Current and noncurrent liabilities | (666 | ) | |||||||||||||||
Deferred tax liability | (9,539 | ) | |||||||||||||||
Net assets acquired | $ | 133,722 | |||||||||||||||
ExactTarget | ' | ||||||||||||||||
Schedule Of Fair Value Of Consideration Transferred | ' | ||||||||||||||||
The acquisition date fair value of the consideration transferred for ExactTarget was approximately $2.6 billion, including the proceeds from the term loan of $300.0 million (see Note 5), which consisted of the following (in thousands): | |||||||||||||||||
Fair value | |||||||||||||||||
Cash | $ | 2,567,098 | |||||||||||||||
Fair value of equity awards assumed | 17,428 | ||||||||||||||||
Total | $ | 2,584,526 | |||||||||||||||
Estimated Fair Values Of Assets Acquired And Liabilities Assumed | ' | ||||||||||||||||
The following table summarizes the estimated fair values of assets acquired and liabilities assumed as of the date of acquisition (in thousands): | |||||||||||||||||
Fair Value | |||||||||||||||||
Cash, cash equivalents and marketable securities | $ | 91,549 | |||||||||||||||
Accounts receivable | 63,320 | ||||||||||||||||
Other current assets | 20,355 | ||||||||||||||||
Customer contract asset, current and noncurrent | 205,033 | ||||||||||||||||
Property and equipment | 64,782 | ||||||||||||||||
Other noncurrent assets | 4,379 | ||||||||||||||||
Intangible assets | 706,064 | ||||||||||||||||
Goodwill | 1,844,418 | ||||||||||||||||
Accounts payable, accrued expenses and other liabilities | (66,344 | ) | |||||||||||||||
Deferred revenue, current and noncurrent | (46,615 | ) | |||||||||||||||
Customer liability, current and noncurrent | (144,792 | ) | |||||||||||||||
Other liabilities, noncurrent | (3,104 | ) | |||||||||||||||
Deferred tax liability | (154,519 | ) | |||||||||||||||
Net assets acquired | $ | 2,584,526 | |||||||||||||||
Identifiable Intangible Assets Acquired And Estimated Useful Lives As Of Date Of Acquisition | ' | ||||||||||||||||
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in thousands): | |||||||||||||||||
Fair Value | Useful Life | ||||||||||||||||
Developed technology | $ | 307,200 | 4-7 years | ||||||||||||||
Customer relationships | 362,200 | 6-8 years | |||||||||||||||
Trade name and trademark | 29,400 | 10 years | |||||||||||||||
Other purchased intangible assets | 7,264 | 3-4 years | |||||||||||||||
Total intangible assets subject to amortization | $ | 706,064 | |||||||||||||||
Revenue And Earnings Of Acquired Included In Condensed Consolidated Statement Of Operations | ' | ||||||||||||||||
The amounts of revenue and earnings of ExactTarget included in the Company’s condensed consolidated statement of operations from the acquisition date of July 12, 2013 to the period ending October 31, 2013 are as follows (in thousands): | |||||||||||||||||
Total revenues | $ | 97,443 | |||||||||||||||
Loss | $ | (81,879 | ) | ||||||||||||||
Pro Forma Financial Information | ' | ||||||||||||||||
The unaudited pro forma financial information was as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Total revenues | $ | 1,100,404 | $ | 850,530 | $ | 3,106,861 | $ | 2,368,865 | |||||||||
Loss | $ | (93,008 | ) | $ | (108,983 | ) | $ | (265,430 | ) | $ | (268,898 | ) |
Convertible_Senior_Notes_and_T1
Convertible Senior Notes and Term Loan (Tables) | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Summary Of Convertible Senior Notes | ' | ||||||||||||||||
Convertible Senior Notes | |||||||||||||||||
Par Value | Equity | Liability Component of Par Value as of | |||||||||||||||
(In thousands) | Component | October 31, 2013 | January 31, 2013 | ||||||||||||||
0.75% Convertible Senior Notes due January 15, 2015 | $ | 574,856 | $ | 125,530 | (1) | $ | 541,125 | $ | 521,278 | ||||||||
0.25% Convertible Senior Notes due April 1, 2018 | 1,150,000 | 122,421 | (2) | 1,041,083 | 0 | ||||||||||||
-1 | This amount represents the equity component recorded at the initial issuance of the 0.75% convertible senior notes. As of October 31, 2013, $33.7 million was reclassified as temporary equity on the condensed consolidated balance sheet as these notes were convertible. | ||||||||||||||||
-2 | This amount represents the equity component recorded at the initial issuance of the 0.25% convertible senior notes. | ||||||||||||||||
Schedule Of Conversion Of Senior Notes To Common Stock | ' | ||||||||||||||||
Conversion | Initial | Convertible Date | |||||||||||||||
Rate per $1,000 | Conversion | ||||||||||||||||
Par Value | Price per | ||||||||||||||||
Share | |||||||||||||||||
0.75% Senior Notes | 46.8588 | $ | 21.34 | October 15, 2014 | |||||||||||||
0.25% Senior Notes | 15.0512 | $ | 66.44 | 1-Jan-18 | |||||||||||||
Schedule Of Convertible Senior Notes | ' | ||||||||||||||||
The Notes consisted of the following (in thousands): | |||||||||||||||||
As of | |||||||||||||||||
October 31, | January 31, | ||||||||||||||||
2013 | 2013 | ||||||||||||||||
Liability component : | |||||||||||||||||
Principal: | |||||||||||||||||
0.75% Senior Notes (1) | $ | 574,856 | $ | 574,890 | |||||||||||||
0.25% Senior Notes (1) | 1,150,000 | 0 | |||||||||||||||
Less: debt discount, net | |||||||||||||||||
0.75% Senior Notes (2) | (33,731 | ) | (53,612 | ) | |||||||||||||
0.25% Senior Notes (3) | (108,917 | ) | 0 | ||||||||||||||
Net carrying amount | $ | 1,582,208 | $ | 521,278 | |||||||||||||
-1 | The effective interest rates of the 0.75% Senior Notes and 0.25% Senior Notes are 5.86% and 2.53%, respectively. These interest rates were based on the interest rates of a similar liability at the time of issuance that did not have an associated convertible feature. | ||||||||||||||||
-2 | Included in the condensed consolidated balance sheets within Convertible 0.75% Senior Notes (which is classified as a current liability, as these notes were convertible) and is amortized over the life of the 0.75% Senior Notes using the effective interest rate method. | ||||||||||||||||
-3 | 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 “Note Hedges”). | |||||||||||||||||
(in thousands, except for shares) | Date | Purchase | Shares | ||||||||||||||
0.75% Note Hedges | January 2010 | $ | 126,500 | 26,943,812 | |||||||||||||
0.25% Note Hedges | March 2013 | $ | 153,800 | 17,308,880 | |||||||||||||
Components Of Warrants | ' | ||||||||||||||||
Warrants | |||||||||||||||||
Date | Proceeds | Shares | Strike | ||||||||||||||
(in thousands) | Price | ||||||||||||||||
0.75% Warrants | January 2010 | $ | 59,300 | 26,943,812 | $ | 29.88 | |||||||||||
0.25% Warrants | March 2013 | $ | 84,800 | 17,308,880 | $ | 90.4 | |||||||||||
Schedule Of Interest Expense | ' | ||||||||||||||||
The following table sets forth total interest expense recognized related to the Notes and the Term Loan prior to capitalization of interest (in thousands): | |||||||||||||||||
Three Months | Nine Months | ||||||||||||||||
Ended October 31, | Ended October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Contractual interest expense | $ | 3,329 | $ | 1,078 | $ | 6,922 | $ | 3,234 | |||||||||
Amortization of debt issuance costs | 1,275 | 331 | 3,195 | 993 | |||||||||||||
Amortization of debt discount | 12,547 | 6,358 | 34,139 | 18,742 | |||||||||||||
$ | 17,151 | $ | 7,767 | $ | 44,256 | $ | 22,969 | ||||||||||
Other_Balance_Sheet_Accounts_T
Other Balance Sheet Accounts (Tables) | 9 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
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, | ||||||||
2013 | 2013 | ||||||||
Deferred income taxes, net | $ | 23,441 | $ | 7,321 | |||||
Prepaid income taxes | 24,562 | 21,180 | |||||||
Customer contract asset | 110,534 | 0 | |||||||
Prepaid expenses and other current assets | 208,708 | 104,813 | |||||||
$ | 367,245 | $ | 133,314 | ||||||
Schedule Of Capitalized Software Costs | ' | ||||||||
Capitalized software consisted of the following (in thousands): | |||||||||
As of | |||||||||
October 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Capitalized internal-use software development costs, net of accumulated amortization of $93,633 and $72,448, respectively | $ | 70,277 | $ | 59,647 | |||||
Acquired developed technology, net of accumulated amortization of $261,290 and $179,906, respectively | 435,552 | 147,676 | |||||||
$ | 505,829 | $ | 207,323 | ||||||
Schedule Of Other Assets | ' | ||||||||
Other assets consisted of the following (in thousands): | |||||||||
As of | |||||||||
October 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Deferred income taxes, noncurrent, net | $ | 8,711 | $ | 19,212 | |||||
Long-term deposits | 5,093 | 13,422 | |||||||
Purchased intangible assets, net of accumulated amortization of $51,199 and $28,790, respectively | 431,358 | 49,354 | |||||||
Acquired intellectual property, net of accumulated amortization of $10,189 and $7,074, respectively | 12,273 | 13,872 | |||||||
Strategic investments | 70,005 | 51,685 | |||||||
Customer contract asset | 36,342 | 0 | |||||||
Other | 35,729 | 21,415 | |||||||
$ | 599,511 | $ | 168,960 | ||||||
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, | ||||||||
2013 | 2013 | ||||||||
Accounts payable | $ | 45,162 | $ | 14,535 | |||||
Accrued compensation | 304,985 | 311,595 | |||||||
Accrued other liabilities | 275,467 | 138,165 | |||||||
Accrued income and other taxes payable | 110,382 | 120,341 | |||||||
Accrued professional costs | 13,945 | 10,064 | |||||||
Customer liability, current | 78,057 | 0 | |||||||
Accrued rent | 11,304 | 3,006 | |||||||
$ | 839,302 | $ | 597,706 | ||||||
Schedule Of Other Noncurrent Liabilities | ' | ||||||||
Other noncurrent liabilities consisted of the following (in thousands): | |||||||||
As of | |||||||||
October 31, | January 31, | ||||||||
2013 | 2013 | ||||||||
Deferred income taxes and income taxes payable | $ | 96,082 | $ | 49,074 | |||||
Long-term lease liabilities and other | 583,085 | 126,658 | |||||||
Customer liability, noncurrent | 23,751 | 0 | |||||||
$ | 702,918 | $ | 175,732 | ||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||
Schedule Of Stock Activity | ' | ||||||||||||||||||||
Stock activity excluding the ESPP is as follows: | |||||||||||||||||||||
Options Outstanding | |||||||||||||||||||||
Shares | Outstanding | Weighted- | Aggregate | ||||||||||||||||||
Available for | Stock | Average | Intrinsic Value | ||||||||||||||||||
Grant | Options | Exercise Price | (in thousands) | ||||||||||||||||||
Balance as of January 31, 2013 | 11,759,740 | 29,983,292 | $ | 26.6 | |||||||||||||||||
Increase in shares authorized: | |||||||||||||||||||||
2004 Equity Incentive Plan | 14,000,000 | 0 | 0 | ||||||||||||||||||
2013 Equity Incentive Plan | 73,533,749 | 0 | 0 | ||||||||||||||||||
2010 EdgeSpring Plan | 124,859 | 0 | 0 | ||||||||||||||||||
2004 ExactTarget Plan | 136,986 | 0 | 0 | ||||||||||||||||||
2008 ExactTarget Plan | 3,202,185 | 0 | 0 | ||||||||||||||||||
Options granted under all plans | (5,210,268 | ) | 5,210,268 | 28.8 | |||||||||||||||||
Restricted stock activity | (3,807,957 | ) | 0 | 0 | |||||||||||||||||
Stock grants to board and advisory board members | (143,240 | ) | 0 | 0 | |||||||||||||||||
Exercised | 0 | (7,768,640 | ) | 18.96 | |||||||||||||||||
1999 Plan shares expired | (24,122,424 | ) | 0 | 0 | |||||||||||||||||
Cancelled | 985,874 | (985,874 | ) | 28 | |||||||||||||||||
Balance as of October 31, 2013 | 70,459,504 | 26,439,046 | $ | 29.22 | $ | 638,505 | |||||||||||||||
Vested or expected to vest | 25,486,068 | $ | 29.08 | $ | 618,958 | ||||||||||||||||
Exercisable as of October 31, 2013 | 10,368,134 | $ | 24.3 | $ | 301,268 | ||||||||||||||||
Schedule Of Stock Options Outstanding | ' | ||||||||||||||||||||
The following table summarizes information about stock options outstanding as of October 31, 2013: | |||||||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||||||
Range of Exercise | Number | Weighted- | Weighted- | Number of | Weighted- | ||||||||||||||||
Prices | Outstanding | Average | Average | Shares | Average | ||||||||||||||||
Remaining | Exercise | Exercise | |||||||||||||||||||
Contractual Life | Price | Price | |||||||||||||||||||
(Years) | |||||||||||||||||||||
$0.26 to $16.36 | 5,092,846 | 2.6 | $ | 10.23 | 3,860,631 | $ | 10.77 | ||||||||||||||
$17.06 to $26.48 | 1,874,995 | 6.8 | 21.47 | 460,226 | 20.2 | ||||||||||||||||
$27.06 | 3,891,928 | 3.1 | 27.06 | 1,482,945 | 27.06 | ||||||||||||||||
$27.56 to $35.07 | 2,255,164 | 3.9 | 31.62 | 714,235 | 32 | ||||||||||||||||
$35.63 | 4,956,172 | 2 | 35.63 | 3,108,745 | 35.63 | ||||||||||||||||
$35.87 to $38.03 | 4,052,220 | 3.7 | 37.11 | 712,567 | 36.84 | ||||||||||||||||
$38.38 to $54.28 | 4,315,721 | 4.7 | 40.93 | 28,785 | 38.38 | ||||||||||||||||
26,439,046 | 3.5 | $ | 29.22 | 10,368,134 | $ | 24.3 | |||||||||||||||
Schedule Of Restricted Stock Activity | ' | ||||||||||||||||||||
Restricted stock activity is as follows: | |||||||||||||||||||||
Restricted Stock Outstanding | |||||||||||||||||||||
Outstanding | Weighted- | Aggregate | |||||||||||||||||||
Average | Intrinsic | ||||||||||||||||||||
Exercise Price | Value | ||||||||||||||||||||
(in thousands) | |||||||||||||||||||||
Balance as of January 31, 2013 | 26,782,620 | $ | 0.001 | ||||||||||||||||||
Granted | 5,105,956 | 0.001 | |||||||||||||||||||
Cancelled | (2,492,319 | ) | 0.001 | ||||||||||||||||||
Vested and converted to shares | (6,100,096 | ) | 0.001 | ||||||||||||||||||
Balance as of October 31, 2013 | 23,296,161 | $ | 0.001 | $ | 1,243,083 | ||||||||||||||||
Expected to vest | 20,528,944 | $ | 1,095,424 | ||||||||||||||||||
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, 2013: | |||||||||||||||||||||
Options outstanding | 26,439,046 | ||||||||||||||||||||
Restricted stock awards and units outstanding | 23,296,161 | ||||||||||||||||||||
Stock available for future grant: | |||||||||||||||||||||
2013 Equity Incentive Plan | 70,316,996 | ||||||||||||||||||||
2006 Inducement Equity Incentive Plan | 142,508 | ||||||||||||||||||||
2004 Employee Stock Purchase Plan | 7,643,135 | ||||||||||||||||||||
Convertible senior notes | 44,247,536 | ||||||||||||||||||||
Warrants | 44,252,692 | ||||||||||||||||||||
216,338,074 | |||||||||||||||||||||
EarningsLoss_Per_Share_Tables
Earnings/Loss Per Share (Tables) | 9 Months Ended | ||||||||||||||||
Oct. 31, 2013 | |||||||||||||||||
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 loss per share is as follows (in thousands): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
October 31, | October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Numerator: | |||||||||||||||||
Net loss | $ | (124,434 | ) | $ | (220,297 | ) | $ | (115,552 | ) | $ | (249,601 | ) | |||||
Denominator: | |||||||||||||||||
Weighted-average shares outstanding for basic loss per share | 600,467 | 568,812 | 594,346 | 559,836 | |||||||||||||
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 | 600,467 | 568,812 | 594,346 | 559,836 | |||||||||||||
Shares Excluded From Diluted Earnings Or Loss Per Share | ' | ||||||||||||||||
The weighted-average number of shares outstanding used in the computation of basic and 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 | Nine Months | ||||||||||||||||
Ended October 31, | Ended October 31, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock awards | 14,613 | 28,376 | 18,629 | 29,200 | |||||||||||||
Convertible senior notes | 44,246 | 26,940 | 44,246 | 26,940 | |||||||||||||
Warrants | 44,253 | 26,944 | 44,253 | 26,944 |
Commitments_Tables
Commitments (Tables) | 9 Months Ended | ||||||||
Oct. 31, 2013 | |||||||||
Commitments And Contingencies Disclosure [Abstract] | ' | ||||||||
Schedule Of Future Minimum Lease Payments Under Non-Cancelable Operating And Capital Leases | ' | ||||||||
As of October 31, 2013, the future minimum lease payments under non-cancelable operating and capital leases are as follows (in thousands): | |||||||||
Capital | Operating | ||||||||
Leases | Leases | ||||||||
Fiscal Period: | |||||||||
Remaining three months of fiscal 2014 | $ | 13,901 | $ | 41,298 | |||||
Fiscal 2015 | 73,382 | 176,180 | |||||||
Fiscal 2016 | 70,064 | 170,110 | |||||||
Fiscal 2017 | 71,765 | 157,328 | |||||||
Fiscal 2018 | 83,340 | 145,548 | |||||||
Thereafter | 299,643 | 999,886 | |||||||
Total minimum lease payments | 612,095 | $ | 1,690,350 | ||||||
Less: amount representing interest | (93,475 | ) | |||||||
Present value of capital lease obligations | $ | 518,620 | |||||||
Summary_of_Business_and_Signif3
Summary of Business and Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Jan. 31, 2013 | |
Segment | |||||
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Stock split of the common stock | ' | ' | 'On March 20, 2013, the Company's certificate of incorporation was amended to increase the number of authorized shares of common stock from 400.0 million to 1.6 billion in order to provide for a four-for-one stock split of the common stock effected in the form of a stock dividend. | ' | ' |
Number of reportable operating segments | ' | ' | 1 | ' | ' |
Percentage of customer accounts receivable required to be considered a significant customer | ' | ' | 5.00% | ' | 5.00% |
Customers exceeding concentration of accounts receivable threshold, number | 0 | ' | 0 | ' | 0 |
Percentage of customer total revenue required to be considered a significant customer | 5.00% | 5.00% | 5.00% | 5.00% | ' |
Customers exceeding concentration of total revenue threshold, number | 0 | 0 | 0 | 0 | ' |
Stock-based expense recognized over vesting term, years | ' | ' | '4 years | ' | ' |
Before Stock Split | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares authorized | 400,000,000 | ' | 400,000,000 | ' | ' |
After Stock Split | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Common stock, shares authorized | 1,600,000,000 | ' | 1,600,000,000 | ' | ' |
Assets, Total | Outside Americas | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Concentration risk percentage | ' | ' | 10.00% | ' | 16.00% |
Revenue | Outside Americas | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Concentration risk percentage | 96.00% | 94.00% | 96.00% | 94.00% | ' |
Minimum | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Deferred and amortized commission period (in months) | ' | ' | 12 | ' | ' |
Maximum | ' | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' |
Deferred and amortized commission period (in months) | ' | ' | 36 | ' | ' |
Revenues_by_Geographical_Regio
Revenues by Geographical Region (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues by geographical region | $1,076,034 | $788,398 | $2,925,761 | $2,215,514 |
Reportable Geographical Components | Americas | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues by geographical region | 769,400 | 547,399 | 2,079,043 | 1,540,326 |
Reportable Geographical Components | Europe | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues by geographical region | 194,932 | 133,791 | 531,463 | 376,694 |
Reportable Geographical Components | Asia Pacific | ' | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' | ' |
Revenues by geographical region | $111,702 | $107,208 | $315,255 | $298,494 |
Schedule_of_Property_and_Equip
Schedule of Property and Equipment Estimated Useful Lives (Detail) | 9 Months Ended |
Oct. 31, 2013 | |
Furniture and fixtures | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated useful lives | '5 years |
Leasehold improvements | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated useful lives, description | 'Shorter of the lease term or 10 years |
Building improvements | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated useful lives, description | 'Amortized over the estimated useful lives of the respective assets when they are ready for their intended use. |
Minimum | Computer, equipment and software | ' |
Property, Plant and Equipment [Line Items] | ' |
Property and equipment, estimated useful lives | '3 years |
Maximum | Computer, 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 |
Schedule_of_Assumptions_Used_t
Schedule of Assumptions Used to Calculate Fair Value of Options Granted (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Volatility | 39.00% | 47.00% | ' | ' |
Volatility, minimum | ' | ' | 39.00% | 47.00% |
Volatility, maximum | ' | ' | 43.00% | 51.00% |
Estimated life | '3 years 6 months | '3 years 8 months 12 days | '3 years 2 months 12 days | '3 years 8 months 12 days |
Risk-free interest rate, minimum | 1.03% | 0.47% | 0.48% | 0.43% |
Risk-free interest rate, maximum | 1.21% | 0.57% | 1.21% | 0.77% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Weighted-average fair value per share of grants | $14.52 | $13.02 | $11.98 | $13.13 |
ESPP | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Volatility, minimum | ' | ' | 31.00% | 42.00% |
Volatility, maximum | ' | ' | 32.00% | 46.00% |
Estimated life | ' | ' | '9 months | '9 months |
Risk-free interest rate | ' | ' | ' | ' |
Risk-free interest rate, minimum | ' | ' | 0.07% | 0.12% |
Risk-free interest rate, maximum | ' | ' | 0.10% | 0.13% |
Dividend yield | ' | ' | 0.00% | 0.00% |
Weighted-average fair value per share of grants | ' | ' | $9.69 | $10.09 |
Schedule_of_Marketable_Securit
Schedule of Marketable Securities (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | $431,946 | $1,005,293 |
Unrealized Gains on Marketable Securities | 1,936 | 7,416 |
Unrealized Losses on Marketable Securities | -325 | -1,669 |
Fair Value of Marketable Securities | 433,557 | 1,011,040 |
Corporate Notes and Other Obligations | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | 262,897 | 685,695 |
Unrealized Gains on Marketable Securities | 1,037 | 5,113 |
Unrealized Losses on Marketable Securities | -161 | -919 |
Fair Value of Marketable Securities | 263,773 | 689,889 |
US Treasury Securities | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | 9,826 | 38,864 |
Unrealized Gains on Marketable Securities | 17 | 20 |
Unrealized Losses on Marketable Securities | 0 | -15 |
Fair Value of Marketable Securities | 9,843 | 38,869 |
Mortgage Backed Obligations | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | 26,555 | 12,447 |
Unrealized Gains on Marketable Securities | 249 | 278 |
Unrealized Losses on Marketable Securities | -91 | -2 |
Fair Value of Marketable Securities | 26,713 | 12,723 |
Municipal Securities | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | 1,000 | 2,697 |
Unrealized Gains on Marketable Securities | 0 | 1 |
Unrealized Losses on Marketable Securities | -7 | -32 |
Fair Value of Marketable Securities | 993 | 2,666 |
Foreign Government Obligations | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | 19,807 | 9,572 |
Unrealized Gains on Marketable Securities | 84 | 72 |
Unrealized Losses on Marketable Securities | -6 | -3 |
Fair Value of Marketable Securities | 19,885 | 9,641 |
Collateralized Mortgage Obligations | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | ' | 150,794 |
Unrealized Gains on Marketable Securities | ' | 1,775 |
Unrealized Losses on Marketable Securities | ' | -693 |
Fair Value of Marketable Securities | ' | 151,876 |
US Agency Obligations | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | 15,224 | 105,224 |
Unrealized Gains on Marketable Securities | 10 | 157 |
Unrealized Losses on Marketable Securities | -3 | -5 |
Fair Value of Marketable Securities | 15,231 | 105,376 |
Asset Backed Securities | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | 30,274 | ' |
Unrealized Gains on Marketable Securities | 31 | ' |
Unrealized Losses on Marketable Securities | -57 | ' |
Fair Value of Marketable Securities | 30,248 | ' |
Covered Bonds | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Amortized Cost on Marketable Securities | 66,363 | ' |
Unrealized Gains on Marketable Securities | 508 | ' |
Unrealized Losses on Marketable Securities | 0 | ' |
Fair Value of Marketable Securities | $66,871 | ' |
Schedule_of_ShortTerm_and_Long
Schedule of Short-Term and Long-Term Marketable Securities (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Investments Debt And Equity Securities [Abstract] | ' | ' |
Short-term (due in one year or less) | $51,792 | $120,376 |
Long-term (due between one and 3 years) | 381,765 | 890,664 |
Fair Value of Marketable Securities | $433,557 | $1,011,040 |
Schedule_of_Marketable_Securit1
Schedule of Marketable Securities in Unrealized Loss Position (Detail) (USD $) | Oct. 31, 2013 |
In Thousands, unless otherwise specified | |
Investment Holdings [Line Items] | ' |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | $111,017 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | -290 |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 4,631 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | -35 |
Marketable securities in an unrealized loss position, Fair Value | 115,648 |
Marketable securities in an unrealized loss position, Unrealized Losses | -325 |
Corporate Notes and Other Obligations | ' |
Investment Holdings [Line Items] | ' |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 65,202 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | -159 |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 1,355 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | -2 |
Marketable securities in an unrealized loss position, Fair Value | 66,557 |
Marketable securities in an unrealized loss position, Unrealized Losses | -161 |
Mortgage Backed Obligations | ' |
Investment Holdings [Line Items] | ' |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 8,725 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | -58 |
Marketable securities in an unrealized loss position for more than 12 months, Fair Value | 3,276 |
Marketable securities in an unrealized loss position for more than 12 months, Unrealized Losses | -33 |
Marketable securities in an unrealized loss position, Fair Value | 12,001 |
Marketable securities in an unrealized loss position, Unrealized Losses | -91 |
Asset Backed Securities | ' |
Investment Holdings [Line Items] | ' |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 16,877 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | -57 |
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 | 16,877 |
Marketable securities in an unrealized loss position, Unrealized Losses | -57 |
Municipal Securities | ' |
Investment Holdings [Line Items] | ' |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 993 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | -7 |
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 | 993 |
Marketable securities in an unrealized loss position, Unrealized Losses | -7 |
Foreign Government Obligations | ' |
Investment Holdings [Line Items] | ' |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 9,494 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | -6 |
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 | 9,494 |
Marketable securities in an unrealized loss position, Unrealized Losses | -6 |
US Agency Obligations | ' |
Investment Holdings [Line Items] | ' |
Marketable securities in an unrealized loss position for less than 12 months, Fair Value | 9,726 |
Marketable securities in an unrealized loss position for less than 12 months, Unrealized Losses | -3 |
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 | 9,726 |
Marketable securities in an unrealized loss position, Unrealized Losses | ($3) |
Investments_Additional_Informa
Investments - Additional Information (Detail) (USD $) | 9 Months Ended | 12 Months Ended |
Oct. 31, 2013 | Jan. 31, 2013 | |
Investment Holdings [Line Items] | ' | ' |
Fair value of marketable security | $433,557,000 | $1,011,040,000 |
Strategic investments | 60,700,000 | 46,800,000 |
Strategic Investments | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Fair value of marketable security | 9,300,000 | 4,900,000 |
Unrealized gain on marketable securities | 7,200,000 | 1,700,000 |
Maximum | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Unrealized losses on fixed rate investments, upper range value | 23,000,000 | ' |
Minimum | ' | ' |
Investment Holdings [Line Items] | ' | ' |
Unrealized losses on fixed rate investments, lower range value | $1,000,000 | ' |
Schedule_of_Assets_and_Liabili
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
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 | [1] | $0 | [2] |
Total Assets | 94,372 | 434,210 | ||
Foreign currency derivative contracts | 0 | [3] | 0 | [4] |
Total Liabilities | 0 | 0 | ||
Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Foreign currency derivative contracts | 1,718 | [1] | 5,643 | [2] |
Total Assets | 646,849 | 990,545 | ||
Foreign currency derivative contracts | 282 | [3] | 3,307 | [4] |
Total Liabilities | 282 | 3,307 | ||
Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Foreign currency derivative contracts | 0 | [1] | 0 | [2] |
Total Assets | 0 | 0 | ||
Foreign currency derivative contracts | 0 | [3] | 0 | [4] |
Total Liabilities | 0 | 0 | ||
Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Foreign currency derivative contracts | 1,718 | [1] | 5,643 | [2] |
Total Assets | 741,221 | 1,424,755 | ||
Foreign currency derivative contracts | 282 | [3] | 3,307 | [4] |
Total Liabilities | 282 | 3,307 | ||
Time Deposits | 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 | [5] | 0 | [6] |
Time Deposits | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash equivalents | 211,574 | [5] | 22,372 | [6] |
Time Deposits | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash equivalents | 0 | [5] | 0 | [6] |
Time Deposits | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash equivalents | 211,574 | [5] | 22,372 | [6] |
Money Market Mutual Funds | 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 | 94,372 | [5] | 385,700 | [6] |
Money Market Mutual Funds | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash equivalents | 0 | [5] | 0 | [6] |
Money Market Mutual Funds | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash equivalents | 0 | [5] | 0 | [6] |
Money Market Mutual Funds | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Cash equivalents | 94,372 | [5] | 385,700 | [6] |
Corporate Notes and Other 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 | ||
Corporate Notes and Other Obligations | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 263,773 | 689,889 | ||
Corporate Notes and Other Obligations | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 0 | 0 | ||
Corporate Notes and Other Obligations | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 263,773 | 689,889 | ||
US 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 | 38,869 | ||
US Treasury Securities | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 9,843 | 0 | ||
US Treasury Securities | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 0 | 0 | ||
US Treasury Securities | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 9,843 | 38,869 | ||
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 | ||
Mortgage Backed Obligations | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 26,713 | 12,723 | ||
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 | ||
Mortgage Backed Obligations | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 26,713 | 12,723 | ||
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 | ' | ||
Asset Backed Securities | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 30,248 | ' | ||
Asset Backed Securities | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 0 | ' | ||
Asset Backed Securities | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 30,248 | ' | ||
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 | ||
Municipal Securities | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 993 | 2,666 | ||
Municipal Securities | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 0 | 0 | ||
Municipal Securities | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 993 | 2,666 | ||
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 | 9,641 | ||
Foreign Government Obligations | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 19,885 | 0 | ||
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 | ||
Foreign Government Obligations | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 19,885 | 9,641 | ||
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 | ||
Government Obligations | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 15,231 | 105,376 | ||
Government Obligations | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 0 | 0 | ||
Government Obligations | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 15,231 | 105,376 | ||
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 | ' | ||
Covered Bonds | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 66,871 | ' | ||
Covered Bonds | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 0 | ' | ||
Covered Bonds | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | 66,871 | ' | ||
Collateralized Mortgage 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 | ||
Collateralized Mortgage Obligations | Significant Other Observable Inputs (Level 2) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | ' | 151,876 | ||
Collateralized Mortgage Obligations | Significant Unobservable Inputs (Level 3) | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | ' | 0 | ||
Collateralized Mortgage Obligations | Net Carrying Value - Balance | ' | ' | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ||
Marketable securities | ' | $151,876 | ||
[1] | Included in "prepaid expenses and other current assets" in the accompanying condensed consolidated balance sheet as of October 31, 2013. | |||
[2] | Included in "prepaid expenses and other current assets" in the accompanying condensed consolidated balance sheet as of January 31, 2013. | |||
[3] | Included in "accounts payable, accrued expenses and other liabilities" in the condensed consolidated balance sheet as of October 31, 2013. | |||
[4] | Included in "accounts payable, accrued expenses and other liabilities" in the accompanying condensed consolidated balance sheet as of January 31, 2013. | |||
[5] | Included in "cash and cash equivalents" in the accompanying condensed consolidated balance sheet as of October 31, 2013, in addition to $345.8 million of cash. | |||
[6] | Included in "cash and cash equivalents" in the accompanying condensed consolidated balance sheet as of January 31, 2013, in addition to $339.2 million of cash. |
Schedule_of_Assets_and_Liabili1
Schedule of Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) (Cash, USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Cash | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Cash equivalents | $345,800 | $339,200 |
Schedule_of_Outstanding_Foreig
Schedule of Outstanding Foreign Currency Derivative Contracts Related Primarily to Intercompany Receivables and Payables (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Derivative [Line Items] | ' | ' |
Fair value of foreign currency derivative contracts, net | $1,436 | $2,336 |
Foreign Exchange Derivative Contracts | ' | ' |
Derivative [Line Items] | ' | ' |
Notional amount of foreign currency derivative contracts | $253,273 | $692,637 |
Fair_Value_of_Outstanding_Deri
Fair Value of Outstanding Derivative Instruments (Detail) (Derivatives Not Designated As Hedging Instruments, Foreign Exchange Derivative Contracts, USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses and Other Current Assets | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Assets | $1,718 | $5,643 |
Accounts Payable, Accrued Expenses and Other Liabilities | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Derivative Liabilities | $282 | $3,307 |
Effect_of_Derivative_Instrumen
Effect of Derivative Instruments Not Designated as Hedging Instruments on Condensed Consolidated Statements of Operations (Detail) (Derivatives Not Designated As Hedging Instruments, Other Income (Expense), USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Foreign Exchange Derivative Contracts | Foreign Exchange Derivative Contracts | Foreign Currency Derivative Contracts | Foreign Currency Derivative Contracts | |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' | ' | ' |
Gains (Losses) on Derivative Instruments Recognized in Income | $4,523 | $8,079 | $2,468 | $9,673 |
Schedule_of_Components_of_Inve
Schedule of Components of Investment Income (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Investments Debt And Equity Securities [Abstract] | ' | ' | ' | ' |
Interest income | $1,258 | $4,063 | $8,029 | $13,727 |
Realized gains | 332 | 894 | 5,732 | 4,448 |
Realized losses | -480 | -1,070 | -4,910 | -2,654 |
Total investment income | $1,110 | $3,887 | $8,851 | $15,521 |
Schedule_of_Property_and_Equip1
Schedule of Property and Equipment (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment [Abstract] | ' | ' |
Land | $248,263 | $248,263 |
Building improvements | 49,572 | 49,572 |
Computers, equipment and software | 918,338 | 328,318 |
Furniture and fixtures | 57,518 | 38,275 |
Leasehold improvements | 278,639 | 193,181 |
Property, Plant and Equipment, Gross, Total | 1,552,330 | 857,609 |
Less accumulated depreciation and amortization | -346,981 | -252,940 |
Property and equipment, net | $1,205,349 | $604,669 |
Property_and_Equipment_Additio
Property and Equipment - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Nov. 30, 2010 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Jan. 31, 2013 |
acre | ||||||
Property Plant And Equipment [Abstract] | ' | ' | ' | ' | ' | ' |
Depreciation and amortization expense | ' | $55.70 | $26.40 | $128.10 | $72.10 | ' |
Fixed assets acquired under capital lease agreements | ' | 611.6 | ' | 611.6 | ' | 136.9 |
Accumulated amortization relating to computers, equipment and software under capital leases | ' | 89.9 | ' | 89.9 | ' | 57.8 |
Capital lease agreement, contractual term | ' | ' | ' | '6 years | ' | ' |
Capital lease agreement period | ' | ' | ' | '9 years | ' | ' |
Capital lease agreement, renewal period | ' | ' | ' | '3 years | ' | ' |
Acres of undeveloped real estate purchased | 14 | ' | ' | ' | ' | ' |
Perpetual parking rights | 23.3 | ' | ' | ' | ' | ' |
Total carrying value of the land, building improvements and perpetual parking rights | ' | $321.10 | ' | $321.10 | ' | ' |
Business_Combinations_Addition
Business Combinations - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | ||||||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2013 | Jun. 12, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jul. 12, 2013 | Oct. 31, 2013 | Jun. 12, 2013 | |
Minimum | Maximum | EdgeSpring | EdgeSpring | Other Business Combinations | ExactTarget | ExactTarget | ExactTarget | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business acquisition date | ' | ' | ' | ' | ' | ' | ' | 12-Jun-13 | ' | ' | 12-Jul-13 | ' |
Fair value of consideration transferred | ' | ' | ' | ' | ' | ' | $133,722,000 | ' | ' | $2,584,526,000 | ' | ' |
Proceeds from term loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' |
Share conversion ratio | ' | ' | ' | ' | ' | ' | 0.17 | ' | ' | 0.84 | ' | ' |
Unvested options assumed with a fair value | ' | ' | ' | ' | ' | ' | 4,700,000 | ' | ' | ' | ' | 102,200,000 |
Total consideration allocated to the purchase consideration | ' | ' | ' | ' | ' | ' | 1,600,000 | ' | ' | ' | ' | ' |
Total consideration allocated to future services | ' | ' | ' | ' | ' | ' | 3,100,000 | ' | ' | ' | ' | ' |
Total aggregate purchase price paid in cash, net of cash acquired | 0 | 515,760,000 | 2,614,732,000 | 574,751,000 | ' | ' | 62,580,000 | ' | 29,100,000 | 2,567,098,000 | ' | ' |
Total intangible assets subject to amortization | 13,300,000 | ' | 13,300,000 | ' | ' | ' | 32,300,000 | ' | ' | 706,064,000 | ' | ' |
Finite-Lived Intangible Assets, Useful Life | ' | ' | ' | ' | '3 years | '5 years | ' | ' | ' | ' | ' | ' |
Purchase Price allocation to Goodwill | ' | ' | 19,079,000 | ' | ' | ' | ' | 107,165,000 | ' | ' | 1,844,418,000 | ' |
Net tangible assets | 2,800,000 | ' | 2,800,000 | ' | ' | ' | ' | ' | ' | 64,782,000 | ' | ' |
Deferred tax liabilities | $4,000,000 | ' | $4,000,000 | ' | ' | ' | $9,539,000 | ' | ' | $154,519,000 | ' | ' |
Schedule_of_Fair_Value_of_Cons
Schedule of Fair Value of Consideration Transferred (Detail) (USD $) | 3 Months Ended | 9 Months Ended | 1 Months Ended | |||||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | Jun. 12, 2013 | Jun. 12, 2013 | Jun. 12, 2013 | Jul. 12, 2013 |
EdgeSpring | EdgeSpring | EdgeSpring | ExactTarget | |||||
Common Stock | Stock Options And Restricted Stock | |||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | $0 | $515,760 | $2,614,732 | $574,751 | $62,580 | ' | ' | $2,567,098 |
Fair value of equity interests issued as consideration, value | ' | ' | ' | ' | ' | 69,533 | 1,609 | 17,428 |
Total | ' | ' | ' | ' | $133,722 | ' | ' | $2,584,526 |
Estimated_Fair_Values_of_Asset
Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 | Jun. 12, 2013 | Jul. 12, 2013 |
In Thousands, unless otherwise specified | EdgeSpring | ExactTarget | ||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Cash, cash equivalents and marketable securities | ' | ' | ' | $91,549 |
Current and noncurrent tangible assets | ' | ' | 4,462 | ' |
Accounts receivable | ' | ' | ' | 63,320 |
Other current assets | ' | ' | ' | 20,355 |
Customer contract asset, current and noncurrent | ' | ' | ' | 205,033 |
Property and equipment | 2,800 | ' | ' | 64,782 |
Other noncurrent assets | ' | ' | ' | 4,379 |
Intangible assets | 13,300 | ' | 32,300 | 706,064 |
Goodwill | 3,495,021 | 1,529,378 | 107,165 | 1,844,418 |
Accounts payable, accrued expenses and other liabilities | ' | ' | ' | -66,344 |
Current and noncurrent liabilities | ' | ' | -666 | ' |
Deferred revenue, current and noncurrent | ' | ' | ' | -46,615 |
Customer liability, current and noncurrent | ' | ' | ' | -144,792 |
Other liabilities, noncurrent | ' | ' | ' | -3,104 |
Deferred tax liability | -4,000 | ' | -9,539 | -154,519 |
Net assets acquired | ' | ' | $133,722 | $2,584,526 |
Identifiable_Intangible_Assets
Identifiable Intangible Assets Acquired and Estimated Useful Lives as of Date of Acquisition (Detail) (USD $) | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jun. 12, 2013 | Jun. 12, 2013 | Jun. 12, 2013 | Jun. 12, 2013 | Jun. 12, 2013 | Jun. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 | Jul. 12, 2013 |
In Thousands, unless otherwise specified | Minimum | Maximum | EdgeSpring | EdgeSpring | EdgeSpring | EdgeSpring | EdgeSpring | EdgeSpring | ExactTarget | ExactTarget | ExactTarget | ExactTarget | ExactTarget | ExactTarget | ExactTarget | ExactTarget | ExactTarget | ExactTarget | ExactTarget | |
Developed Technology | Developed Technology | Developed Technology | Customer Relationships | Trade Names and Trademark | Developed Technology | Developed Technology | Developed Technology | Customer Relationships | Customer Relationships | Customer Relationships | Trade Names and Trademark | Other Purchased Intangible Assets | Other Purchased Intangible Assets | Other Purchased Intangible Assets | ||||||
Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | Minimum | Maximum | |||||||||||||
Indefinite-lived Intangible Assets by Major Class [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intangible assets subject to amortization | $13,300 | ' | ' | $32,300 | $31,030 | ' | ' | $560 | $710 | $706,064 | $307,200 | ' | ' | $362,200 | ' | ' | $29,400 | $7,264 | ' | ' |
Finite-Lived Intangible Assets, Useful Life | ' | '3 years | '5 years | ' | ' | '5 years | '6 years | '5 years | '5 years | ' | ' | '4 years | '7 years | ' | '6 years | '8 years | '10 years | ' | '3 years | '4 years |
Revenue_and_Earnings_of_Acquir
Revenue and Earnings of Acquired Included in Condensed Consolidated Statement of Operations (Detail) (ExactTarget, USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Oct. 31, 2013 |
ExactTarget | ' |
Business Acquisition [Line Items] | ' |
Total revenues | $97,443 |
Loss | ($81,879) |
Pro_Forma_Financial_Informatio
Pro Forma Financial Information (Detail) (ExactTarget, USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
ExactTarget | ' | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' | ' |
Total revenues | $1,100,404 | $850,530 | $3,106,861 | $2,368,865 |
Loss | ($93,008) | ($108,983) | ($265,430) | ($268,898) |
Schedule_of_Fair_Value_of_Cons1
Schedule of Fair Value of Consideration Transferred (Parenthetical) (Detail) (Common Stock, EdgeSpring) | 1 Months Ended |
Jun. 12, 2013 | |
Common Stock | EdgeSpring | ' |
Business Acquisition [Line Items] | ' |
Fair value of equity interests issued as consideration, shares | 1,850,258 |
Schedule_of_Goodwill_Detail
Schedule of Goodwill (Detail) (USD $) | 9 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2013 | Jun. 12, 2013 | Oct. 31, 2013 | Jul. 12, 2013 |
EdgeSpring | EdgeSpring | ExactTarget | ExactTarget | ||
Goodwill [Line Items] | ' | ' | ' | ' | ' |
Goodwill, beginning balance | $1,529,378 | ' | $107,165 | ' | $1,844,418 |
Other acquisitions | 19,079 | 107,165 | ' | 1,844,418 | ' |
Finalization of acquisition date fair values | -5,019 | ' | ' | ' | ' |
Goodwill, ending balance | $3,495,021 | ' | $107,165 | ' | $1,844,418 |
Summary_of_Convertible_Senior_
Summary of Convertible Senior Notes (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2010 | Oct. 31, 2013 | Mar. 31, 2013 | Jan. 31, 2013 | ||
In Thousands, unless otherwise specified | 0.75% Convertible Senior Notes due January 15, 2015 | 0.75% Convertible Senior Notes due January 15, 2015 | 0.75% Convertible Senior Notes due January 15, 2015 | 0.25% Convertible Senior Notes due April 1, 2018 | 0.25% Convertible Senior Notes due April 1, 2018 | 0.25% Convertible Senior Notes due April 1, 2018 | ||
Debt Conversion [Line Items] | ' | ' | ' | ' | ' | ' | ||
Convertible Senior Notes, Par Value | $574,856 | ' | $574,890 | $1,150,000 | $1,150,000 | ' | ||
Convertible Senior Notes, Equity Component | 125,530 | [1] | ' | ' | 122,421 | [2] | ' | ' |
Convertible Senior Notes, Liability Component of Par Value | $541,125 | $521,278 | ' | $1,041,083 | ' | $0 | ||
[1] | This amount represents the equity component recorded at the initial issuance of the 0.75% convertible senior notes. As of July 31, 2013, $47.1 million was reclassified as temporary equity on the condensed consolidated balance sheet as these notes were convertible. | |||||||
[2] | This amount represents the equity component recorded at the initial issuance of the 0.25% convertible senior notes. |
Summary_of_Convertible_Senior_1
Summary of Convertible Senior Notes (Parenthetical) (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 | Jan. 31, 2010 | Oct. 31, 2013 | Mar. 31, 2013 | Oct. 31, 2013 |
In Thousands, unless otherwise specified | 0.75% Convertible Senior Notes due January 15, 2015 | 0.75% Convertible Senior Notes due January 15, 2015 | 0.25% Convertible Senior Notes due April 1, 2018 | 0.25% Convertible Senior Notes due April 1, 2018 | ||
Debt Conversion [Line Items] | ' | ' | ' | ' | ' | ' |
Contractual interest rate | ' | ' | 0.75% | 0.75% | 0.25% | 0.25% |
Convertible senior notes, maturity date | ' | ' | 15-Jan-15 | 15-Jan-15 | 1-Apr-18 | 1-Apr-18 |
Temporary equity | $33,731 | $53,612 | ' | ' | ' | ' |
Convertible_Senior_Notes_and_T2
Convertible Senior Notes and Term Loan - Additional Information (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2010 | Oct. 31, 2013 | Mar. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2010 | Jul. 11, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jul. 11, 2013 | Jul. 11, 2013 | Jul. 11, 2013 | Jul. 11, 2013 |
0.75% Warrants | 0.25% Warrants | 0.75% Convertible Senior Notes due January 15, 2015 | 0.75% Convertible Senior Notes due January 15, 2015 | 0.25% Convertible Senior Notes due April 1, 2018 | 0.25% Convertible Senior Notes due April 1, 2018 | 0.75% Note Hedges | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | Term Loan | |||
D | D | Minimum | Minimum | Maximum | Maximum | |||||||||||
Base Rate | Adjusted LIBOR | Base Rate | Adjusted LIBOR | |||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes, par value | ' | ' | ' | ' | $574,890,000 | $574,856,000 | $1,150,000,000 | $1,150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Contractual interest rate | ' | ' | 0.75% | 0.25% | 0.75% | 0.75% | 0.25% | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, maturity date | ' | ' | ' | ' | 15-Jan-15 | 15-Jan-15 | 1-Apr-18 | 1-Apr-18 | ' | 11-Jul-16 | ' | ' | ' | ' | ' | ' |
Number of days out of 30 that common stock price exceeded conversion price (in days) | ' | ' | ' | ' | ' | 20 | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liability | ' | ' | ' | ' | 51,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair value of Company's Senior Notes | ' | ' | ' | ' | ' | 1,400,000,000 | ' | 1,300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Closing prices of Company's common stock | $53.36 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess of if-converted value over principal amount | ' | ' | ' | ' | ' | 862,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax asset | ' | ' | ' | ' | ' | ' | ' | ' | 51,400,000 | ' | ' | ' | ' | ' | ' | ' |
Term loan outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' |
Term loan basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.50% | 1.50% | 1.00% | 2.00% |
Term loan payable in quarterly installments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' |
Percentage of equity interest of domestic subsidiaries pledged as collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' |
Percentage of equity interest of foreign subsidiaries pledged as collateral | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.00% | 65.00% | ' | ' | ' | ' |
Weighted average interest rate on Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | 2.00% | ' | ' | ' | ' |
Accrued interest on Term Loan | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' |
Current portion outstanding under the Term Loan | 30,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | 30,000,000 | 30,000,000 | ' | ' | ' | ' |
Term Loan, noncurrent outstanding | $262,500,000 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | $262,500,000 | $262,500,000 | ' | ' | ' | ' |
Schedule_of_Conversion_of_Seni
Schedule of Conversion of Senior Notes to Common Stock (Detail) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
0.75% Convertible Senior Notes due January 15, 2015 | ' |
Debt Instrument [Line Items] | ' |
Senior Notes, Conversion Rate per $1,000 Par Value | 46.8588 |
Senior Notes, Initial Conversion Price per Share | $21.34 |
Senior Notes, Convertible Date | 15-Oct-14 |
0.25% Convertible Senior Notes due April 1, 2018 | ' |
Debt Instrument [Line Items] | ' |
Senior Notes, Conversion Rate per $1,000 Par Value | 15.0512 |
Senior Notes, Initial Conversion Price per Share | $66.44 |
Senior Notes, Convertible Date | 1-Jan-18 |
Schedule_of_Convertible_Senior
Schedule of Convertible Senior Notes (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 | ||
In Thousands, unless otherwise specified | ||||
Debt Instrument [Line Items] | ' | ' | ||
Net carrying amount | $1,582,208 | $521,278 | ||
0.75% Convertible Senior Notes due January 15, 2015 | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Principal | 574,856 | [1] | 574,890 | [1] |
Less: debt discount, net | -33,731 | [2] | -53,612 | [2] |
0.25% Convertible Senior Notes due April 1, 2018 | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Principal | 1,150,000 | [1] | 0 | [1] |
Less: debt discount, net | ($108,917) | [3] | $0 | [3] |
[1] | The effective interest rates of the 0.75% Senior Notes and 0.25% Senior Notes are 5.86% and 2.53%, respectively. These interest rates were based on the interest rates of a similar liability at the time of issuance that did not have an associated convertible feature. | |||
[2] | Included in the condensed consolidated balance sheets within Convertible 0.75% Senior Notes (which is classified as a current liability, as these notes were convertible) and is amortized over the life of the 0.75% Senior Notes using the effective interest rate method. | |||
[3] | 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. |
Schedule_of_Convertible_Senior1
Schedule of Convertible Senior Notes (Parenthetical) (Detail) | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Jan. 31, 2010 | Oct. 31, 2013 | Mar. 31, 2013 |
Current | Non Current | 0.75% Convertible Senior Notes due January 15, 2015 | 0.75% Convertible Senior Notes due January 15, 2015 | 0.25% Convertible Senior Notes due April 1, 2018 | 0.25% Convertible Senior Notes due April 1, 2018 | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' |
Effective interest rates of Senior Notes | ' | ' | 5.86% | ' | 2.53% | ' |
Interest percentage of Convertible senior notes | 0.75% | 0.25% | 0.75% | 0.75% | 0.25% | 0.25% |
Summary_of_Hedge_Notes_Detail
Summary of Hedge Notes (Detail) (USD $) | 1 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Jan. 31, 2010 | Mar. 31, 2013 |
0.75% Note Hedges | 0.25% Note Hedges | |
Derivatives, Fair Value [Line Items] | ' | ' |
Note Hedges, Purchase | $126,500 | $153,800 |
Note Hedges, Shares | 26,943,812 | 17,308,880 |
Summary_of_Hedge_Notes_Parenth
Summary of Hedge Notes (Parenthetical) (Detail) | Oct. 31, 2013 | Jan. 31, 2010 | Oct. 31, 2013 | Mar. 31, 2013 |
0.75% Convertible Senior Notes due January 15, 2015 | 0.75% Convertible Senior Notes due January 15, 2015 | 0.25% Convertible Senior Notes due April 1, 2018 | 0.25% Convertible Senior Notes due April 1, 2018 | |
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' |
Note, Interest Rate | 0.75% | 0.75% | 0.25% | 0.25% |
Components_of_Warrants_Detail
Components of Warrants (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Warrants, Proceeds | $0 | $0 | $84,800 | $0 |
Warrants, Shares | 44,252,692 | ' | 44,252,692 | ' |
0.75% Warrants | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Warrants, Proceeds | ' | ' | 59,300 | ' |
Warrants, Shares | 26,943,812 | ' | 26,943,812 | ' |
Warrants, Strike Price | 29.88 | ' | 29.88 | ' |
0.25% Warrants | ' | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Warrants, Proceeds | ' | ' | $84,800 | ' |
Warrants, Shares | 17,308,880 | ' | 17,308,880 | ' |
Warrants, Strike Price | 90.4 | ' | 90.4 | ' |
Schedule_of_Interest_Expense_D
Schedule of Interest Expense (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Debt Disclosure [Abstract] | ' | ' | ' | ' |
Contractual interest expense | $3,329 | $1,078 | $6,922 | $3,234 |
Amortization of debt issuance costs | 1,275 | 331 | 3,195 | 993 |
Amortization of debt discount | 12,547 | 6,358 | 34,139 | 18,742 |
Debt Instrument, Interest Expense, Total | $17,151 | $7,767 | $44,256 | $22,969 |
Schedule_of_Prepaid_Expenses_a
Schedule of Prepaid Expenses and Other Current Assets (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ' | ' |
Deferred income taxes, net | $23,441 | $7,321 |
Prepaid income taxes | 24,562 | 21,180 |
Customer contract asset | 110,534 | 0 |
Prepaid expenses and other current assets | 208,708 | 104,813 |
Total prepaid expenses and other current assets | $367,245 | $133,314 |
Schedule_of_Capitalized_Softwa
Schedule of Capitalized Software Costs (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Capitalized software costs | $505,829 | $207,323 |
Capitalized Internal-Use Software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Capitalized software costs | 70,277 | 59,647 |
Acquired Developed Technology | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Capitalized software costs | $435,552 | $147,676 |
Schedule_of_Capitalized_Softwa1
Schedule of Capitalized Software Costs (Parenthetical) (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Capitalized Internal-Use Software | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated amortization on capitalized software | $93,633 | $72,448 |
Acquired Developed Technology | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Accumulated amortization on capitalized software | $261,290 | $179,906 |
Other_Balance_Sheet_Accounts_A
Other Balance Sheet Accounts - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Millions, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Capital lease agreement, contractual term | ' | ' | '6 years | ' |
Capital lease agreement period | ' | ' | '9 years | ' |
Capital lease agreement, renewal period | ' | ' | '3 years | ' |
Purchased Intangible Assets | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization of acquired intangible assets | $15.40 | $3 | $22.40 | $8.80 |
Acquired Intellectual Property | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Amortization of acquired intangible assets | 1 | 1 | 3.1 | 3 |
Capitalized Internal-Use Software | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Capitalized software amortization expense | 7.4 | 6 | 21.2 | 16 |
Capitalized stock based compensation | 0.9 | 0.9 | 2.7 | 2.6 |
Acquired Developed Technology | ' | ' | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Capitalized software amortization expense | $35.30 | $24 | $81.40 | $60.40 |
Schedule_of_Other_Assets_Detai
Schedule of Other Assets (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Deferred income taxes, noncurrent, net | $8,711 | $19,212 |
Long-term deposits | 5,093 | 13,422 |
Strategic investments | 70,005 | 51,685 |
Other | 35,729 | 21,415 |
Other assets, net | 599,511 | 168,960 |
Purchased Intangible Assets | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangible assets, net of accumulated amortization | 431,358 | 49,354 |
Acquired Intellectual Property | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired intangible assets, net of accumulated amortization | 12,273 | 13,872 |
Customer Contract Asset | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Customer contract asset | $36,342 | $0 |
Schedule_of_Other_Assets_Paren
Schedule of Other Assets (Parenthetical) (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Purchased Intangible Assets | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | $51,199 | $28,790 |
Acquired Intellectual Property | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | $10,189 | $7,074 |
Schedule_of_Accrued_Expenses_a
Schedule of Accrued Expenses and Other Current Liabilities (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Accounts payable | $45,162 | $14,535 |
Accrued compensation | 304,985 | 311,595 |
Accrued other liabilities | 275,467 | 138,165 |
Accrued income and other taxes payable | 110,382 | 120,341 |
Accrued professional costs | 13,945 | 10,064 |
Customer liability, current | 78,057 | 0 |
Accrued rent | 11,304 | 3,006 |
Accrued expenses and other current liabilities | $839,302 | $597,706 |
Schedule_of_Other_Noncurrent_L
Schedule of Other Noncurrent Liabilities (Detail) (USD $) | Oct. 31, 2013 | Jan. 31, 2013 |
In Thousands, unless otherwise specified | ||
Payables And Accruals [Abstract] | ' | ' |
Deferred income taxes and income taxes payable | $96,082 | $49,074 |
Long-term lease liabilities and other | 583,085 | 126,658 |
Customer liability, noncurrent | 23,751 | 0 |
Other noncurrent liabilities | $702,918 | $175,732 |
Stockholders_Equity_Additional
Stockholders Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
Jun. 06, 2013 | Oct. 31, 2013 | Oct. 31, 2013 | Oct. 31, 2012 | Jan. 31, 2013 | Feb. 02, 2013 | Oct. 31, 2013 | Feb. 02, 2013 | Oct. 31, 2013 | Jun. 06, 2013 | |
Y | Y | Stock Available For Future Grant Under The 2004 Equity Incentive Plan | Stock Available for Future Grant Under 2004 Employee Stock Purchase Plan | Stock Available for Future Grant Under 2004 Employee Stock Purchase Plan | 2013 Equity Incentive Plan | 2013 Equity Incentive Plan | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase In Options Authorized Under 2004 Equity Incentive Plan | ' | ' | ' | ' | ' | 14,000,000 | ' | ' | ' | ' |
Increase In Options Authorized Under 2004 Employee stock purchase plan | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' |
Common stock for future issuance | ' | 216,338,074 | 216,338,074 | ' | ' | ' | ' | ' | ' | 48,000,000 |
Common stock available for grant | 21,900,000 | 70,459,504 | 70,459,504 | ' | 11,759,740 | ' | 7,643,135 | ' | 70,316,996 | ' |
Common stock for future issuance expiration date | 6-Jun-13 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount withheld on behalf of employees for future purchases | ' | ' | ' | ' | ' | ' | $44,100,000 | ' | ' | ' |
Offering period | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' |
Employee Stock Purchase Plan, shares purchased | ' | ' | 1,400,000 | ' | ' | ' | ' | ' | ' | ' |
Employee Stock Purchase Plan, purchase amount | ' | ' | 43,700,000 | ' | ' | ' | ' | ' | ' | ' |
Prior contractual life of stock options (in years) | ' | ' | 10 | ' | ' | ' | ' | ' | ' | ' |
Contractual life of stock options (in years) | ' | 7 | 5 | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of the options exercised during the period | ' | ' | 218,000,000 | 257,800,000 | ' | ' | ' | ' | ' | ' |
Weighted-average remaining contractual life of vested and expected to vest options (in years) | ' | ' | '3 years 4 months 24 days | ' | ' | ' | ' | ' | ' | ' |
Options vested | ' | 10,368,134 | 10,368,134 | ' | ' | ' | ' | ' | ' | ' |
Weighted average exercise price vested | ' | $24.30 | $24.30 | ' | ' | ' | ' | ' | ' | ' |
Weighted-average contractual life of vested and expected to vest options (in years) | ' | ' | '2 years 2 months 12 days | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value | ' | $301,268,000 | $301,268,000 | ' | ' | ' | ' | ' | ' | ' |
Weighted-average exercise price | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Restricted stock units, vesting period (in years) | ' | 4 | 4 | ' | ' | ' | ' | ' | ' | ' |
Weighted-average grant date fair value of the restricted stock units issued | ' | ' | $43.52 | $36.17 | ' | ' | ' | ' | ' | ' |
Stock_Activity_Detail
Stock Activity (Detail) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 | Jun. 06, 2013 |
Shares available for grant | ' | ' |
Shares Available for Grant, Balance as of January 31, 2013 | 11,759,740 | 21,900,000 |
Shares Available for Grant, Options granted under all plans | -5,210,268 | ' |
Shares Available for Grant, Exercised | 0 | ' |
Shares Available for Grant, Cancelled | 985,874 | ' |
Shares Available for Grant, Balance as of October 31, 2013 | 70,459,504 | 21,900,000 |
Outstanding Stock Options | ' | ' |
Outstanding Stock Options, Balance as of January 31, 2013 | 29,983,292 | ' |
Outstanding Stock Options | 5,210,268 | ' |
Outstanding Stock Options, Exercised | -7,768,640 | ' |
Outstanding Stock Options, Cancelled | -985,874 | ' |
Outstanding Stock Options, Balance as of October 31, 2013 | 26,439,046 | ' |
Outstanding Stock Options, Vested or expected to vest | 25,486,068 | ' |
Outstanding Stock Options, Exercisable as of October 31, 2013 | 10,368,134 | ' |
Options Outstanding Weighted-Average Exercise Price | ' | ' |
Weighted- Average Exercise Price, Balance as of January 31, 2013 | $26.60 | ' |
Weighted- Average Exercise Price, Options | $28.80 | ' |
Weighted- Average Exercise Price, Exercised | $18.96 | ' |
Weighted- Average Exercise Price, Cancelled | $28 | ' |
Weighted- Average Exercise Price, Balance as of October 31, 2013 | $29.22 | ' |
Weighted- Average Exercise Price, Vested or expected to vest | $29.08 | ' |
Weighted- Average Exercise Price, Exercisable as of October 31, 2013 | $24.30 | ' |
Aggregate Intrinsic Value | ' | ' |
Weighted- Average Exercise Price, Balance as of October 31, 2013 | $638,505 | ' |
Weighted- Average Exercise Price, Vested or expected to vest | 618,958 | ' |
Weighted- Average Exercise Price, Exercisable as of October 31, 2013 | $301,268 | ' |
Restricted Stock Activity | ' | ' |
Shares available for grant | ' | ' |
Shares Available for Grant, Restricted stock activity | -3,807,957 | ' |
Outstanding Stock Options | ' | ' |
Outstanding Stock Options | 0 | ' |
Options Outstanding Weighted-Average Exercise Price | ' | ' |
Weighted- Average Exercise Price, Options | $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 | -143,240 | ' |
Outstanding Stock Options | ' | ' |
Outstanding Stock Options | 0 | ' |
Options Outstanding Weighted-Average Exercise Price | ' | ' |
Weighted- Average Exercise Price, Options | $0 | ' |
2004 Equity Incentive Plan | ' | ' |
Shares available for grant | ' | ' |
Shares Available for Grant, Increase in shares authorized: 2004 Equity Incentive Plan | 14,000,000 | ' |
Outstanding Stock Options | ' | ' |
Outstanding Stock Options | 0 | ' |
Options Outstanding Weighted-Average Exercise Price | ' | ' |
Weighted- Average Exercise Price, Options | $0 | ' |
2013 Equity Incentive Plan | ' | ' |
Shares available for grant | ' | ' |
Shares Available for Grant, Increase in shares authorized | 73,533,749 | ' |
Shares Available for Grant, Balance as of October 31, 2013 | 70,316,996 | ' |
Outstanding Stock Options | ' | ' |
Outstanding Stock Options | 0 | ' |
Options Outstanding Weighted-Average Exercise Price | ' | ' |
Weighted- Average Exercise Price, Options | $0 | ' |
2010 EdgeSpring Plan | ' | ' |
Shares available for grant | ' | ' |
Shares Available for Grant, Increase in shares authorized | 124,859 | ' |
Outstanding Stock Options | ' | ' |
Outstanding Stock Options | 0 | ' |
Options Outstanding Weighted-Average Exercise Price | ' | ' |
Weighted- Average Exercise Price, Options | $0 | ' |
2004 ExactTarget Plan | ' | ' |
Shares available for grant | ' | ' |
Shares Available for Grant, Increase in shares authorized | 136,986 | ' |
Outstanding Stock Options | ' | ' |
Outstanding Stock Options | 0 | ' |
Options Outstanding Weighted-Average Exercise Price | ' | ' |
Weighted- Average Exercise Price, Options | $0 | ' |
2008 ExactTarget Plan | ' | ' |
Shares available for grant | ' | ' |
Shares Available for Grant, Increase in shares authorized | 3,202,185 | ' |
Outstanding Stock Options | ' | ' |
Outstanding Stock Options | 0 | ' |
Options Outstanding Weighted-Average Exercise Price | ' | ' |
Weighted- Average Exercise Price, Options | $0 | ' |
1999 Plan | ' | ' |
Shares available for grant | ' | ' |
Shares Available for Grant, Plan shares expired | -24,122,424 | ' |
Outstanding Stock Options | ' | ' |
Outstanding Stock Options | 0 | ' |
Options Outstanding Weighted-Average Exercise Price | ' | ' |
Weighted- Average Exercise Price, Options | $0 | ' |
Stock_Options_Outstanding_Deta
Stock Options Outstanding (Detail) (USD $) | 9 Months Ended |
Oct. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options, Number Outstanding | 26,439,046 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | '3 years 6 months |
Weighted- Average Exercise Price, Options Outstanding | $29.22 |
Options Exercisable, Number of Shares | 10,368,134 |
Options Exercisable, Weighted- Average Exercise Price | $24.30 |
Range of Exercise Prices $0.26 to $16.36 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Minimum | $0.26 |
Range of Exercise Prices, Maximum | $16.36 |
Options, Number Outstanding | 5,092,846 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | '2 years 7 months 6 days |
Weighted- Average Exercise Price, Options Outstanding | $10.23 |
Options Exercisable, Number of Shares | 3,860,631 |
Options Exercisable, Weighted- Average Exercise Price | $10.77 |
Range of Exercise Prices $17.06 to $26.48 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Minimum | $17.06 |
Range of Exercise Prices, Maximum | $26.48 |
Options, Number Outstanding | 1,874,995 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | '6 years 9 months 18 days |
Weighted- Average Exercise Price, Options Outstanding | $21.47 |
Options Exercisable, Number of Shares | 460,226 |
Options Exercisable, Weighted- Average Exercise Price | $20.20 |
Range of Exercise Prices $27.06 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Minimum | $27.06 |
Options, Number Outstanding | 3,891,928 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | '3 years 1 month 6 days |
Weighted- Average Exercise Price, Options Outstanding | $27.06 |
Options Exercisable, Number of Shares | 1,482,945 |
Options Exercisable, Weighted- Average Exercise Price | $27.06 |
Range of Exercise Prices $27.56 to $35.07 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Minimum | $27.56 |
Range of Exercise Prices, Maximum | $35.07 |
Options, Number Outstanding | 2,255,164 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | '3 years 10 months 24 days |
Weighted- Average Exercise Price, Options Outstanding | $31.62 |
Options Exercisable, Number of Shares | 714,235 |
Options Exercisable, Weighted- Average Exercise Price | $32 |
Range of Exercise Prices $35.63 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Minimum | $35.63 |
Options, Number Outstanding | 4,956,172 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | '2 years |
Weighted- Average Exercise Price, Options Outstanding | $35.63 |
Options Exercisable, Number of Shares | 3,108,745 |
Options Exercisable, Weighted- Average Exercise Price | $35.63 |
Range of Exercise Prices $35.87 to $38.03 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Minimum | $35.87 |
Range of Exercise Prices, Maximum | $38.03 |
Options, Number Outstanding | 4,052,220 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | '3 years 8 months 12 days |
Weighted- Average Exercise Price, Options Outstanding | $37.11 |
Options Exercisable, Number of Shares | 712,567 |
Options Exercisable, Weighted- Average Exercise Price | $36.84 |
Range of Exercise Prices $38.38 to $54.28 | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Range of Exercise Prices, Minimum | $38.38 |
Range of Exercise Prices, Maximum | $54.28 |
Options, Number Outstanding | 4,315,721 |
Weighted- Average Remaining Contractual Life (Years), Options Outstanding | '4 years 8 months 12 days |
Weighted- Average Exercise Price, Options Outstanding | $40.93 |
Options Exercisable, Number of Shares | 28,785 |
Options Exercisable, Weighted- Average Exercise Price | $38.38 |
Schedule_of_Restricted_Stock_A
Schedule of Restricted Stock Activity (Detail) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Oct. 31, 2013 |
Restricted Stock Outstanding | ' |
Ending Balance | 23,296,161 |
Restricted Stock Outstanding Weighted-Average Exercise Price | ' |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Balance as of October 31, 2013 | $0.00 |
Restricted Stock Activity | ' |
Restricted Stock Outstanding | ' |
Balance as of January 31, 2013, Outstanding | 26,782,620 |
Granted, Outstanding | 5,105,956 |
Cancelled, Outstanding | -2,492,319 |
Vested and converted to shares, Outstanding | -6,100,096 |
Ending Balance | 23,296,161 |
Expected to vest, Outstanding | 20,528,944 |
Restricted Stock Outstanding Weighted-Average Exercise Price | ' |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Balance as of January 31, 2013 | $0.00 |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Granted | $0.00 |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Cancelled | $0.00 |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Vested and converted to shares | $0.00 |
Weighted- Average Exercise Price, Restricted Stock Outstanding, Balance as of October 31, 2013 | $0.00 |
Restricted Stock Outstanding Aggregate Intrinsic Value | ' |
Aggregate Intrinsic Value, Ending Balance | $1,243,083 |
Aggregate Intrinsic Value, Expected to vest | $1,095,424 |
Shares_of_Common_Stock_Availab
Shares of Common Stock Available for Future Issuance under Stock Option Plans (Detail) | 9 Months Ended | ||
Oct. 31, 2013 | Jun. 06, 2013 | Jan. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Options outstanding | 26,439,046 | ' | 29,983,292 |
Restricted stock awards and units outstanding | 23,296,161 | ' | ' |
Stock available for future grant | 70,459,504 | 21,900,000 | 11,759,740 |
Convertible senior notes | 44,247,536 | ' | ' |
Warrants | 44,252,692 | ' | ' |
Total shares available for future grant | 216,338,074 | ' | ' |
2013 Equity Incentive Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock available for future grant | 70,316,996 | ' | ' |
Total shares available for future grant | ' | 48,000,000 | ' |
Stock Available for Future Grant Under 2006 Inducement Equity Incentive Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock available for future grant | 142,508 | ' | ' |
Stock Available for Future Grant Under 2004 Employee Stock Purchase Plan | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Stock available for future grant | 7,643,135 | ' | ' |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||
Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | |
Equity [Abstract] | ' | ' | ' | ' |
Effective tax rate | ' | ' | 51.00% | 145.00% |
Benefit from (provision for) income taxes | ($393,000) | ($157,446,000) | $119,236,000 | ($147,850,000) |
Income (Loss) before benefit from income taxes | -124,041,000 | -62,851,000 | -234,788,000 | -101,751,000 |
Federal statutory tax rate | ' | ' | 35.00% | 35.00% |
Deferred tax assets valuation allowance and tax benefit | ' | ' | 135,500,000 | ' |
Income tax benefit recognized from stock compensation expense | ' | ' | 104,300,000 | 81,500,000 |
Unrecognized tax benefits reserves | $3,500,000 | ' | ' | ' |
Reconciliation_of_Denominator_
Reconciliation of Denominator Used in Calculation of Basic and Diluted Loss Per Share (Detail) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 | ||||
Earnings Per Share [Abstract] | ' | ' | ' | ' | ||||
Net loss | ($124,434) | ($220,297) | ($115,552) | ($249,601) | ||||
Weighted-average shares outstanding for basic loss per share | 600,467 | [1] | 568,812 | [1] | 594,346 | [1] | 559,836 | [1] |
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 | 600,467 | [1] | 568,812 | [1] | 594,346 | [1] | 559,836 | [1] |
[1] | Prior period results have been adjusted to reflect the four-for-one stock split through a stock dividend which occurred in April 2013. |
Shares_Excluded_from_Diluted_E
Shares Excluded from Diluted Earnings or Loss Per Share (Detail) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Oct. 31, 2013 | Oct. 31, 2012 | Oct. 31, 2013 | Oct. 31, 2012 |
Stock Awards | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded | 14,613 | 28,376 | 18,629 | 29,200 |
Convertible Senior Notes | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded | 44,246 | 26,940 | 44,246 | 26,940 |
Warrants | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities excluded | 44,253 | 26,944 | 44,253 | 26,944 |
Commitments_Additional_Informa
Commitments - Additional Information (Detail) (Letter of Credit, USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Oct. 31, 2013 |
Letter of Credit | ' |
Debt Instrument [Line Items] | ' |
Value of outstanding letters of credit | $57.40 |
Letters of credit expiration dates | 'December 2030 |
Schedule_of_Future_Minimum_Lea
Schedule of Future Minimum Lease Payments under Non-Cancelable Operating and Capital Leases (Detail) (USD $) | Oct. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments And Contingencies Disclosure [Abstract] | ' |
Future minimum lease payments under non-cancelable capital leases, Remaining three months of fiscal 2014 | $13,901 |
Future minimum lease payments under non-cancelable capital leases, Fiscal 2015 | 73,382 |
Future minimum lease payments under non-cancelable capital leases, Fiscal 2016 | 70,064 |
Future minimum lease payments under non-cancelable capital leases, Fiscal 2017 | 71,765 |
Future minimum lease payments under non-cancelable capital leases, Fiscal 2018 | 83,340 |
Future minimum lease payments under non-cancelable capital leases, Thereafter | 299,643 |
Future minimum lease payments under non-cancelable capital leases, Total | 612,095 |
Less: amount representing interest | -93,475 |
Present value of capital lease obligations | 518,620 |
Future minimum lease payments under non-cancelable operating leases, Remaining three months of fiscal 2014 | 41,298 |
Future minimum lease payments under non-cancelable operating leases, Fiscal 2015 | 176,180 |
Future minimum lease payments under non-cancelable operating leases, Fiscal 2016 | 170,110 |
Future minimum lease payments under non-cancelable operating leases, Fiscal 2017 | 157,328 |
Future minimum lease payments under non-cancelable operating leases, Fiscal 2018 | 145,548 |
Future minimum lease payments under non-cancelable operating leases, Thereafter | 999,886 |
Future minimum lease payments under non-cancelable operating leases, Total | $1,690,350 |
Legal_Proceedings_and_Claims_A
Legal Proceedings and Claims - Additional Information (Detail) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Apr. 30, 2013 |
Commitments And Contingencies Disclosure [Abstract] | ' |
Expense for the portion of the license agreement related to prior periods | $8 |
RelatedParty_Transactions_Addi
Related-Party Transactions - Additional Information (Detail) (USD $) | 3 Months Ended |
Oct. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Value of resources donated to related parties | $239,000 |
Value of donated subscriptions to related parties | $3,800,000 |