Debt | Debt Convertible Senior Notes In June 2014, we issued $575.0 million aggregate principal amount of 0.0% Convertible Senior Notes due 2019 (the “2019 Notes”) and in July 2018, we issued $1.7 billion aggregate principal amount of 0.75% Convertible Senior Notes due 2023 (the “2023 Notes” and, together with the 2019 Notes, the “Notes”). The 2023 Notes bear interest at a fixed rate of 0.75% per year, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2019. Each series of Notes is governed by an indenture between us, as the issuer, and U.S. Bank National Association, as Trustee (individually, each an “Indenture,” and together, the “Indentures”). The Notes of each series are unsecured, unsubordinated obligations and the applicable Indenture governing each series of Notes does not contain any financial covenants or restrictions on the payments of dividends, the incurrence of indebtedness, or the issuance or repurchase of securities by us or any of our subsidiaries. The 2019 Notes and 2023 Notes mature on July 1, 2019 and July 1, 2023 , respectively. We cannot redeem either series of Notes prior to the applicable maturity date. The following table presents details of the Notes (number of shares in millions): Conversion Rate per $1,000 Principal Initial Conversion Price Convertible Date Initial Number of Shares 2019 Notes 9.0680 $ 110.28 January 1, 2019 5.2 2023 Notes 3.7545 $ 266.35 April 1, 2023 6.4 Holders of the Notes may surrender their Notes for conversion at their option at any time prior to the close of business on the business day immediately preceding their respective convertible dates only under the following circumstances: • during any fiscal quarter commencing after the fiscal quarters ending on October 31, 2014 and October 31, 2018, for the 2019 Notes and 2023 Notes , respectively (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the applicable conversion price for the respective Notes on each applicable trading day (the “sale price condition”); • during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of the applicable series of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the applicable conversion rate for the respective Notes on each such trading day; or • upon the occurrence of specified corporate events. On or after the respective convertible date, holders may convert all or any portion of their Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the applicable maturity date regardless of the foregoing conditions. Upon conversion, holders of the Notes of a series will receive cash equal to the aggregate principal amount of the Notes of such series to be converted, and, at our election, cash and/or shares of our common stock for any amounts in excess of the aggregate principal amount of the Notes of such series being converted. The conversion price will be subject to adjustment in some events. Holders of the Notes of a series who convert their Notes of such series in connection with certain corporate events that constitute a “make-whole fundamental change” under the applicable Indenture are, under certain circumstances, entitled to an increase in the conversion rate for such series of Notes. Additionally, upon the occurrence of a corporate event that constitutes a “fundamental change” under the applicable Indenture, holders of the Notes of such series may require us to repurchase for cash all or a portion of the Notes of such series at a repurchase price equal to 100% of the principal amount of the Notes of such series plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The sale price condition was met for the 2019 Notes during the fiscal quarter ended July 31, 2018, and, as a result, holders were able to convert their 2019 Notes at any time during the fiscal quarter ended October 31, 2018. During the three months ended October 31, 2018, holders converted $327.3 million in aggregate principal amount of the 2019 Notes, which we repaid in cash. We also issued 1.4 million shares of our common stock to the holders for the conversion value in excess of the principal amount. These shares were fully offset by shares received from the corresponding exercise of the associated note hedges. We allocated $317.1 million of the cash consideration to the liability component of the converted 2019 Notes, which was calculated by measuring the fair value of a similar liability that did not have an associated convertible feature. We recorded a loss of $2.2 million related to the settlement of the 2019 Notes converted, which represented the difference between the cash consideration allocated to the liability component and the net carrying amount of the liability component on the respective settlement dates. The loss was included in other income, net in our condensed consolidated statement of operations for the three months ended October 31, 2018. During the three months ended October 31, 2018, we also recorded a $10.2 million net reduction to additional paid-in capital in our condensed consolidated balance sheets, reflecting the portion of the cash consideration allocated to the equity component. The sale price condition continued to be met through the fiscal quarter ended October 31, 2018, and, as a result, holders may convert their 2019 Notes at any time prior to January 1, 2019 (the “2019 Notes Convertible Date”). On or after the 2019 Notes Convertible Date, holders may convert their 2019 Notes at any time prior to maturity, in accordance with the terms described above, regardless of the sale price condition. Accordingly, the net carrying amount of the 2019 Notes was classified as a current liability and the portion of the equity component representing the conversion option was classified as temporary equity in our condensed consolidated balance sheets as of October 31, 2018. The sale price condition was not met for the 2023 Notes during the fiscal quarters ended October 31, 2018 and July 31, 2018. Since the 2023 Notes were not convertible, the net carrying amount of the 2023 Notes was classified as a long-term liability and the equity component was included in additional paid-in capital in our condensed consolidated balance sheets as of October 31, 2018. As of October 31, 2018, $247.7 million in aggregate principal amount of the 2019 Notes remained outstanding and all of the 2023 Notes remained outstanding. Subsequent to October 31, 2018, through the filing date of this Quarterly Report on Form 10-Q, $88.3 million in principal amount of the 2019 Notes was converted or had been submitted by the holders for conversion and will settle during the fiscal quarter ending January 31, 2019. The following table sets forth the components of the Notes as of October 31, 2018 and July 31, 2018 (in millions): October 31, 2018 July 31, 2018 2019 Notes 2023 Notes Total 2019 Notes 2023 Notes Total Liability component: Principal $ 247.7 $ 1,693.0 $ 1,940.7 $ 575.0 $ 1,693.0 $ 2,268.0 Less: debt discount and debt issuance costs, net of amortization 7.8 308.5 316.3 24.6 323.3 347.9 Net carrying amount $ 239.9 $ 1,384.5 $ 1,624.4 $ 550.4 $ 1,369.7 $ 1,920.1 Equity component (including amounts classified as temporary equity) $ 47.3 $ 315.0 $ 362.3 $ 109.8 $ 315.0 $ 424.8 The total estimated fair value of the Notes was $2.1 billion and $2.7 billion at October 31, 2018 and July 31, 2018, respectively. The fair value was determined based on the closing trading price per $100 of the Notes as of the last day of trading for the period. We consider the fair value of the Notes at October 31, 2018 and July 31, 2018 to be a Level 2 measurement. The fair value of the Notes is primarily affected by the trading price of our common stock and market interest rates. As of October 31, 2018, the if-converted value of the 2019 Notes exceeded its principal amount by $220.2 million . Based on the closing price of our common stock on October 31, 2018, the if-converted value of the 2023 Notes was less than its principal amount. The following table sets forth interest expense recognized related to the Notes (dollars in millions): Three Months Ended Three Months Ended October 31, 2018 October 31, 2017 2019 Notes 2023 Notes Total 2019 Notes 2023 Notes Total Contractual interest expense $ — $ 3.2 $ 3.2 $ — $ — $ — Amortization of debt discount 4.0 14.4 18.4 5.6 — 5.6 Amortization of debt issuance costs 0.5 0.5 1.0 0.7 — 0.7 Total interest expense recognized $ 4.5 $ 18.1 $ 22.6 $ 6.3 $ — $ 6.3 Effective interest rate of the liability component 4.8 % 5.2 % 4.8 % — % Note Hedges To minimize the impact of potential economic dilution upon conversion of the Notes, we entered into separate convertible note hedge transactions (the “2019 Note Hedges,” with respect to the 2019 Notes, and the “2023 Note Hedges,” with respect to the 2023 Notes, and collectively, the “Note Hedges”) with respect to our common stock concurrent with the issuance of each series of Notes. The following table presents details of the Note Hedges (in millions): Initial Number of Shares Aggregate Purchase 2019 Note Hedges 5.2 $ 111.0 2023 Note Hedges 6.4 $ 332.0 The Note Hedges cover shares of our common stock at a strike price per share that corresponds to the initial applicable conversion price of the applicable series of Notes, which are also subject to adjustment, and are exercisable upon conversion of the applicable series of Notes. The Note Hedges will expire upon maturity of the applicable series of Notes. The Note Hedges are separate transactions and are not part of the terms of the applicable series of the Notes. Holders of the Notes of either series will not have any rights with respect to the Note Hedges. Any shares of our common stock receivable by us under the Note Hedges are excluded from the calculation of diluted earnings per share as they are antidilutive. The aggregate amounts paid for the Note Hedges are included in additional paid-in capital in our consolidated balance sheets. As a result of the conversions of the 2019 Notes settled during the fiscal quarter ended October 31, 2018, we exercised the corresponding portion of our 2019 Note Hedges and received 1.4 million shares of common stock during the period. Warrants Separately, but concurrently with the issuance of each series of Notes, we entered into transactions whereby we sold warrants (the “2019 Warrants,” with respect to the 2019 Notes, and the “2023 Warrants,” with respect to the 2023 Notes, and collectively, the “Warrants”) to acquire shares of our common stock, subject to anti-dilution adjustments. The 2019 Warrants and 2023 Warrants are exercisable beginning October 2019 and October 2023, respectively. The following table presents details of the Warrants (in millions, except per share data): Initial Number of Shares Strike Price per Share Aggregate Proceeds 2019 Warrants 5.2 $ 137.85 $ 78.3 2023 Warrants 6.4 $ 417.80 $ 145.4 The shares issuable under the Warrants will be included in the calculation of diluted earnings per share when the average market value per share of our common stock for the reporting period exceeds the applicable strike price for such series of Warrants. The Warrants are separate transactions and are not part of either series of Notes or Note Hedges and are not remeasured through earnings each reporting period. Holders of the Notes of either series will not have any rights with respect to the Warrants. The aggregate proceeds received from the sale of the Warrants are included in additional paid-in capital in our consolidated balance sheets. Revolving Credit Facility On September 4, 2018, we entered into a credit agreement (the “Credit Agreement”) with certain institutional lenders that provides for a $400.0 million unsecured revolving credit facility (the “Credit Facility”), with an option to increase the amount of the Credit Facility by up to an additional $350.0 million , subject to certain conditions. The Credit Facility matures on the earlier of (i) September 4, 2023 and (ii) the date that is 91 days prior to the stated maturity of our 2023 Notes if (a) any of the 2023 Notes are still outstanding and (b) our unrestricted cash and cash equivalents are less than the then outstanding principal amount of our 2023 Notes plus $400.0 million . The borrowings under the Credit Facility bear interest, at our option, at a base rate plus a spread of 0.00% to 0.75% , or an adjusted LIBO rate plus a spread of 1.00% to 1.75% , in each case with such spread being determined based on our leverage ratio. We are obligated to pay an ongoing commitment fee on undrawn amounts at a rate of 0.125% to 0.250% , depending on our leverage ratio. As of October 31, 2018, there were no amounts outstanding and we were in compliance with all covenants under the Credit Agreement. |