|
|
x
|
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
Delaware
|
94-3320693
|
(State or other jurisdiction of
incorporation or organization)
|
(IRS Employer
Identification No.)
|
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
|
New York Stock Exchange, Inc.
|
Large accelerated filer
x
|
Accelerated filer
¨
|
|
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|
|
|
|
|
|
Page No.
|
|
Item 1.
|
3
|
|
|
Item 1A.
|
9
|
|
|
Item 1B.
|
22
|
|
|
Item 2.
|
22
|
|
|
Item 3.
|
22
|
|
|
Item 4.
|
23
|
|
|
Item 4A.
|
24
|
|
|
|
|||
Item 5.
|
26
|
|
|
Item 6.
|
28
|
|
|
Item 7.
|
30
|
|
|
Item 7A.
|
56
|
|
|
Item 8.
|
58
|
|
|
Item 9.
|
101
|
|
|
Item 9A.
|
101
|
|
|
Item 9B.
|
102
|
|
|
|
|||
Item 10.
|
103
|
|
|
Item 11.
|
103
|
|
|
Item 12.
|
103
|
|
|
Item 13.
|
103
|
|
|
Item 14.
|
103
|
|
|
|
|||
Item 15.
|
104
|
|
|
105
|
|
||
107
|
|
•
|
Press and industry analyst relations to garner third-party validation and generate positive coverage for our company, offerings and value proposition;
|
•
|
User conferences and events, such as Dreamforce, as well as participation in trade shows and industry events, to create customer and prospect awareness;
|
•
|
Content marketing and engagement on social channels like Facebook, Twitter, LinkedIn and YouTube;
|
•
|
Search engine marketing and advertising to drive traffic to our Web properties;
|
•
|
Web site development to engage and educate prospects and generate interest through product information and demonstrations, free trials, case studies, white papers, and marketing collateral;
|
•
|
Multi-channel marketing campaigns;
|
•
|
Customer testimonials; and
|
•
|
Sales tools and field marketing events to enable our sales organization to more effectively convert leads into customers.
|
•
|
On premise offerings from enterprise software application vendors;
|
•
|
Cloud computing application service providers;
|
•
|
Software companies that provide their product or service free of charge, and only charge a premium for advanced features and functionality;
|
•
|
Social media companies;
|
•
|
Traditional platform development environment companies,
|
•
|
Cloud computing development platform companies; and
|
•
|
Internally developed applications (by our potential customers’ information technology (“IT”) departments).
|
ITEM 1A.
|
RISK FACTORS
|
•
|
the potential entry into new markets in which we have little or no experience or where competitors may have stronger market positions;
|
•
|
potential write-offs of acquired assets or investments, and potential financial and credit risks associated with acquired customers;
|
•
|
potential loss of key employees of the acquired company;
|
•
|
inability to generate sufficient revenue to offset acquisition or investment costs;
|
•
|
inability to maintain relationships with customers and partners of the acquired business;
|
•
|
difficulty of transitioning the acquired technology onto our existing platforms and maintaining the security standards for such technology consistent with our other services;
|
•
|
potential unknown liabilities associated with the acquired businesses;
|
•
|
unanticipated expenses related to acquired technology and its integration into our existing technology;
|
•
|
negative impact to our results of operations because of the depreciation and amortization of amounts related to acquired intangible assets, fixed assets and deferred compensation, and the loss of acquired deferred revenue and unbilled deferred revenue;
|
•
|
delays in customer purchases due to uncertainty related to any acquisition;
|
•
|
the need to implement controls, procedures and policies at the acquired company;
|
•
|
challenges caused by distance, language and cultural differences;
|
•
|
in the case of foreign acquisitions, the challenges associated with integrating operations across different cultures and languages and any currency and regulatory risks associated with specific countries; and
|
•
|
the tax effects of any such acquisitions.
|
•
|
on premise offerings from enterprise software application vendors;
|
•
|
cloud computing application service providers;
|
•
|
software companies that provide their product or service free of charge, and only charge a premium for advanced features and functionality;
|
•
|
social media companies;
|
•
|
traditional platform development environment companies;
|
•
|
cloud computing development platform companies; and
|
•
|
internally developed applications (by our potential customers' IT departments).
|
•
|
our ability to retain and increase sales to existing customers, attract new customers and satisfy our customers’ requirements;
|
•
|
the attrition rates for our services;
|
•
|
the amount and timing of operating costs and capital expenditures related to the operations and expansion of our business;
|
•
|
changes in deferred revenue and unbilled deferred revenue balances, which are not reflected in the balance sheet, due to seasonality, the compounding effects of renewals, invoice duration, size, invoice timing and new business linearity between quarters and within a quarter;
|
•
|
changes in foreign currency exchange rates;
|
•
|
the number of new employees;
|
•
|
changes in our pricing policies and terms of contracts, whether initiated by us or as a result of competition;
|
•
|
the cost, timing and management effort for the introduction of new features to our services;
|
•
|
the costs associated with acquiring new businesses and technologies and the follow-on costs of integration and consolidating the results of acquired businesses;
|
•
|
the rate of expansion and productivity of our sales force;
|
•
|
the length of the sales cycle for our services;
|
•
|
new product and service introductions by our competitors;
|
•
|
our success in selling our services to large enterprises;
|
•
|
variations in the revenue mix of editions of our services;
|
•
|
technical difficulties or interruptions in our services;
|
•
|
expenses related to our real estate, our office leases and our data center capacity and expansion;
|
•
|
changes in interest rates and our mix of investments, which would impact the return on our investments in cash and marketable securities;
|
•
|
conditions, particularly sudden changes, in the financial markets, which have impacted and may continue to impact the value of and liquidity of our investment portfolio;
|
•
|
income tax effects;
|
•
|
our ability to realize benefits from strategic partnerships, acquisition or investments;
|
•
|
expenses related to significant, unusual or discrete events, which are recorded in the period in which the events occur;
|
•
|
general economic conditions, which may adversely affect either our customers’ ability or willingness to purchase additional subscriptions or upgrade their services, or delay a prospective customer's purchasing decision, reduce the value of new subscription contracts, or affect attrition rates;
|
•
|
timing of additional investments in our enterprise cloud computing application and platform services and in our consulting services;
|
•
|
regulatory compliance costs;
|
•
|
the timing of customer payments and payment defaults by customers;
|
•
|
extraordinary expenses such as litigation or other dispute-related settlement payments;
|
•
|
the impact of new accounting pronouncements;
|
•
|
equity issuances, including as consideration in acquisitions or due to the conversion of our outstanding convertible notes at the election of the note holders;
|
•
|
the timing of stock awards to employees and the related adverse financial statement impact of having to expense those stock awards on a straight-line basis over their vesting schedules;
|
•
|
the timing of commission, bonus, and other compensation payments to employees; and
|
•
|
the timing of payroll and other withholding tax expenses, which are triggered by the payment of bonuses and when employees exercise their vested stock awards.
|
•
|
localization of our services, including translation into foreign languages and associated expenses;
|
•
|
laws and business practices favoring local competitors;
|
•
|
pressure on the creditworthiness of sovereign nations, particularly in Europe, where we have customers and a balance of our cash, cash equivalents and marketable securities;
|
•
|
liquidity issues or political actions by sovereign nations, which could result in decreased values of these balances;
|
•
|
foreign currency fluctuations and controls;
|
•
|
compliance with multiple, conflicting and changing governmental laws and regulations, including employment, tax, privacy, anti-corruption, import/export, antitrust, data protection and industry-specific laws and regulations, including rules related to compliance by our third-party resellers;
|
•
|
regional data privacy laws and other regulatory requirements that apply to outsourced service providers and to the transmission of our customers’ data across international borders;
|
•
|
treatment of revenue from international sources and changes to tax codes, including being subject to foreign tax laws and being liable for paying withholding income or other taxes in foreign jurisdictions;
|
•
|
different pricing environments;
|
•
|
difficulties in staffing and managing foreign operations;
|
•
|
different or lesser protection of our intellectual property;
|
•
|
longer accounts receivable payment cycles and other collection difficulties;
|
•
|
natural disasters, acts of war, terrorism, pandemics or security breaches; and
|
•
|
regional economic and political conditions.
|
•
|
impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions, general corporate or other purposes;
|
•
|
cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments;
|
•
|
make us more vulnerable to downturns in our business, our industry or the economy in general; and
|
•
|
due to limitations within the revolving credit facility covenants, restrict our ability to incur additional indebtedness, grant liens, merge or consolidate, dispose of assets, make investments, make acquisitions, enter into transactions with affiliates, pay dividends or make distributions, repurchase stock and enter into restrictive agreements, as defined in the credit agreement.
|
•
|
variations in our operating results, earnings per share, cash flows from operating activities, deferred revenue and other financial metrics and non-financial metrics, and how those results compare to analyst expectations;
|
•
|
forward-looking guidance to industry and financial analysts related to future revenue and earnings per share;
|
•
|
changes in the estimates of our operating results or changes in recommendations by securities analysts that elect to follow our common stock;
|
•
|
announcements of technological innovations, new services or service enhancements, strategic alliances or significant agreements by us or by our competitors;
|
•
|
announcements by us or by our competitors of mergers or other strategic acquisitions, or rumors of such transactions involving us or our competitors;
|
•
|
announcements of customer additions and customer cancellations or delays in customer purchases;
|
•
|
recruitment or departure of key personnel;
|
•
|
disruptions in our service due to computer hardware, software, network or data center problems;
|
•
|
the economy as a whole, market conditions in our industry and the industries of our customers;
|
•
|
trading activity by a limited number of stockholders who together beneficially own a significant portion of our outstanding common stock;
|
•
|
the issuance of shares of common stock by us, whether in connection with an acquisition, a capital raising transaction or upon conversion of some or all of our outstanding convertible senior notes; and
|
•
|
issuance of debt or other convertible securities.
|
•
|
permit the board of directors to establish the number of directors;
|
•
|
provide that directors may only be removed “for cause” and only with the approval of holders of 66 2/3 percent of our outstanding capital stock;
|
•
|
require super-majority voting to amend some provisions in our amended and restated certificate of incorporation and bylaws;
|
•
|
authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan (also known as a “poison pill”);
|
•
|
prohibit the ability of our stockholders to call special meetings of stockholders;
|
•
|
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
|
•
|
provide that the board of directors is expressly authorized to make, alter or repeal our bylaws; and
|
•
|
establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by stockholders at annual stockholder meetings.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
Name
|
|
Age
|
|
Position
|
Joe Allanson
|
|
51
|
|
Chief Accounting Officer and Corporate Controller
|
Marc Benioff
|
|
50
|
|
Chairman of the Board of Directors and Chief Executive Officer
|
Keith Block
|
|
53
|
|
President and Vice Chairman
|
Alexandre Dayon
|
|
46
|
|
President, Products
|
Parker Harris
|
|
48
|
|
Co-Founder
|
Mark Hawkins
|
|
55
|
|
Chief Financial Officer
|
Maria Martinez
|
|
57
|
|
President, Sales and Customer Success
|
Burke Norton
|
|
48
|
|
Chief Legal Officer
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
High
|
|
Low
|
||||
Fiscal year ending January 31, 2015
|
|
|
|
|
||||
First quarter
|
|
$
|
67.00
|
|
|
$
|
48.18
|
|
Second quarter
|
|
$
|
59.49
|
|
|
$
|
49.18
|
|
Third quarter
|
|
$
|
64.60
|
|
|
$
|
51.04
|
|
Fourth quarter
|
|
$
|
64.74
|
|
|
$
|
53.44
|
|
Fiscal year ending January 31, 2014
|
|
|
|
|
||||
First quarter (1)
|
|
$
|
46.99
|
|
|
$
|
39.75
|
|
Second quarter
|
|
$
|
47.58
|
|
|
$
|
36.09
|
|
Third quarter
|
|
$
|
56.24
|
|
|
$
|
42.11
|
|
Fourth quarter
|
|
$
|
61.49
|
|
|
$
|
50.12
|
|
(1)
|
On March 20, 2013, our 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 per share data presented above reflects the impact of the stock split.
|
|
|
1/31/2010
|
|
1/31/2011
|
|
1/31/2012
|
|
1/31/2013
|
|
1/31/2014
|
|
1/31/2015
|
||||||
salesforce.com
|
|
100.00
|
|
|
203.20
|
|
|
183.80
|
|
|
270.80
|
|
|
380.90
|
|
|
355.30
|
|
S&P 500 Index
|
|
100.00
|
|
|
119.80
|
|
|
122.20
|
|
|
139.50
|
|
|
166.00
|
|
|
185.80
|
|
Nasdaq Computer & Data Processing Index
|
|
100.00
|
|
|
132.30
|
|
|
140.30
|
|
|
146.70
|
|
|
187.90
|
|
|
222.30
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||||||||||
(in thousands, except per share data)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription and support
|
|
$
|
5,013,764
|
|
|
$
|
3,824,542
|
|
|
$
|
2,868,808
|
|
|
$
|
2,126,234
|
|
|
$
|
1,551,145
|
|
Professional services and other
|
|
359,822
|
|
|
246,461
|
|
|
181,387
|
|
|
140,305
|
|
|
105,994
|
|
|||||
Total revenues
|
|
5,373,586
|
|
|
4,071,003
|
|
|
3,050,195
|
|
|
2,266,539
|
|
|
1,657,139
|
|
|||||
Cost of revenues (1)(2):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Subscription and support
|
|
924,638
|
|
|
711,880
|
|
|
494,187
|
|
|
360,758
|
|
|
208,243
|
|
|||||
Professional services and other
|
|
364,632
|
|
|
256,548
|
|
|
189,392
|
|
|
128,128
|
|
|
115,570
|
|
|||||
Total cost of revenues
|
|
1,289,270
|
|
|
968,428
|
|
|
683,579
|
|
|
488,886
|
|
|
323,813
|
|
|||||
Gross profit
|
|
4,084,316
|
|
|
3,102,575
|
|
|
2,366,616
|
|
|
1,777,653
|
|
|
1,333,326
|
|
|||||
Operating expenses (1)(2):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Research and development
|
|
792,917
|
|
|
623,798
|
|
|
429,479
|
|
|
295,347
|
|
|
187,887
|
|
|||||
Marketing and sales
|
|
2,757,096
|
|
|
2,168,132
|
|
|
1,614,026
|
|
|
1,169,610
|
|
|
792,029
|
|
|||||
General and administrative
|
|
679,936
|
|
|
596,719
|
|
|
433,821
|
|
|
347,781
|
|
|
255,913
|
|
|||||
Total operating expenses
|
|
4,229,949
|
|
|
3,388,649
|
|
|
2,477,326
|
|
|
1,812,738
|
|
|
1,235,829
|
|
|||||
Income (loss) from operations
|
|
(145,633
|
)
|
|
(286,074
|
)
|
|
(110,710
|
)
|
|
(35,085
|
)
|
|
97,497
|
|
|||||
Investment income
|
|
10,038
|
|
|
10,218
|
|
|
19,562
|
|
|
23,268
|
|
|
37,735
|
|
|||||
Interest expense
|
|
(73,237
|
)
|
|
(77,211
|
)
|
|
(30,948
|
)
|
|
(17,045
|
)
|
|
(24,909
|
)
|
|||||
Gain on sales of land and building improvements
|
|
15,625
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|||||
Other expense
|
|
(19,878
|
)
|
|
(4,868
|
)
|
|
(5,698
|
)
|
|
(4,455
|
)
|
|
(6,025
|
)
|
|||||
Income (loss) before benefit from (provision for) income taxes and noncontrolling interest
|
|
(213,085
|
)
|
|
(357,935
|
)
|
|
(127,794
|
)
|
|
(33,317
|
)
|
|
104,298
|
|
|||||
Benefit from (provision for) income taxes
|
|
(49,603
|
)
|
|
125,760
|
|
|
(142,651
|
)
|
|
21,745
|
|
|
(34,601
|
)
|
|||||
Consolidated net income (loss)
|
|
(262,688
|
)
|
|
(232,175
|
)
|
|
(270,445
|
)
|
|
(11,572
|
)
|
|
69,697
|
|
|||||
Less: net income attributable to noncontrolling interest
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(5,223
|
)
|
|||||
Net income (loss) attributable to salesforce.com
|
|
$
|
(262,688
|
)
|
|
$
|
(232,175
|
)
|
|
$
|
(270,445
|
)
|
|
$
|
(11,572
|
)
|
|
$
|
64,474
|
|
Net earnings per share-basic and diluted (3):
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic net income (loss) per share attributable to salesforce.com common shareholders
|
|
$
|
(0.42
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.12
|
|
Diluted net income (loss) per share attributable to salesforce.com common shareholders
|
|
$
|
(0.42
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.48
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
0.12
|
|
Shares used in computing basic net income (loss) per share
|
|
624,148
|
|
|
597,613
|
|
|
564,896
|
|
|
541,208
|
|
|
520,888
|
|
|||||
Shares used in computing diluted net income (loss) per share
|
|
624,148
|
|
|
597,613
|
|
|
564,896
|
|
|
541,208
|
|
|
546,392
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
(1) Amounts include amortization of purchased intangibles from business combinations, as follows:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
|
$
|
90,300
|
|
|
$
|
109,356
|
|
|
$
|
77,249
|
|
|
$
|
60,069
|
|
|
$
|
15,459
|
|
Marketing and sales
|
|
64,673
|
|
|
37,179
|
|
|
10,922
|
|
|
7,250
|
|
|
4,209
|
|
|||||
(2) Amounts include stock-based expenses, as follows:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of revenues
|
|
$
|
53,812
|
|
|
$
|
45,608
|
|
|
$
|
33,757
|
|
|
$
|
17,451
|
|
|
$
|
12,158
|
|
Research and development
|
|
121,193
|
|
|
107,420
|
|
|
76,333
|
|
|
45,894
|
|
|
18,897
|
|
|||||
Marketing and sales
|
|
286,410
|
|
|
258,571
|
|
|
199,284
|
|
|
115,730
|
|
|
56,451
|
|
|||||
General and administrative
|
|
103,350
|
|
|
91,681
|
|
|
69,976
|
|
|
50,183
|
|
|
32,923
|
|
(3)
|
Fiscal 2013, 2012 and 2011 have been adjusted to reflect the four-for-one stock split effected through a stock dividend which occurred in April 2013.
|
|
|
As of January 31,
|
||||||||||||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities (4)
|
|
$
|
1,890,284
|
|
|
$
|
1,321,017
|
|
|
$
|
1,758,285
|
|
|
$
|
1,447,174
|
|
|
$
|
1,407,557
|
|
(Negative) working capital
|
|
(840,031
|
)
|
|
(1,299,936
|
)
|
|
(901,744
|
)
|
|
(627,809
|
)
|
|
(201,542
|
)
|
|||||
Total assets
|
|
10,692,982
|
|
|
9,152,930
|
|
|
5,528,956
|
|
|
4,164,154
|
|
|
3,091,165
|
|
|||||
Long-term obligations excluding deferred revenue and noncontrolling interest (5)
|
|
2,263,015
|
|
|
2,059,117
|
|
|
175,732
|
|
|
109,349
|
|
|
516,506
|
|
|||||
Retained earnings (deficit)
|
|
(605,845
|
)
|
|
(343,157
|
)
|
|
(110,982
|
)
|
|
159,463
|
|
|
171,035
|
|
|||||
Total stockholders’ equity controlling interest
|
|
3,975,183
|
|
|
3,038,510
|
|
|
2,317,633
|
|
|
1,587,360
|
|
|
1,276,491
|
|
(4)
|
Excludes the restricted cash balance of $115.0 million as of January 31, 2015.
|
(5)
|
Long-term obligations primarily excludes deferred revenue and noncontrolling interest includes the 0.75% convertible senior notes issued in January 2010, the 0.25% convertible senior notes issued in March 2013, the term loan entered into in July 2013, and the revolving credit facility entered into in October 2014. During fiscal 2015, the term loan was paid off and was no longer outstanding as of year end. At January 31, 2015, the 0.75% notes had matured and were no longer outstanding. At January 31, 2014, 2013 and 2012, the 0.75% notes were convertible and accordingly were classified as a current liability.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
strengthening our market-leading solutions;
|
•
|
extending distribution into new and high-growth categories;
|
•
|
expanding strategic relationships with our existing customers;
|
•
|
pursuing new customers;
|
•
|
reducing attrition;
|
•
|
building our business in top software markets globally, which includes building partnerships that help add customers; and
|
•
|
encouraging the development of third-party applications on our cloud computing platforms.
|
|
|
Fiscal Year Ended
January 31, 2015 |
||
Sales Cloud
|
|
$
|
2,443.0
|
|
Service Cloud
|
|
1,320.2
|
|
|
Salesforce1 Platform and Other
|
|
745.3
|
|
|
Marketing Cloud
|
|
505.3
|
|
|
Total
|
|
$
|
5,013.8
|
|
|
April 30,
2014 |
|
July 31,
2014 |
|
October 31,
2014 |
|
January 31,
2015 |
||||||||
Fiscal 2015
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
$
|
684,155
|
|
|
$
|
834,323
|
|
|
$
|
794,590
|
|
|
$
|
1,905,506
|
|
Deferred revenue, current and noncurrent
|
2,324,615
|
|
|
2,352,904
|
|
|
2,223,977
|
|
|
3,321,449
|
|
||||
Operating cash flow (1)
|
473,087
|
|
|
245,893
|
|
|
122,511
|
|
|
332,223
|
|
||||
Unbilled deferred revenue, a non-GAAP measure
|
4.8 bn
|
|
|
5.0 bn
|
|
|
5.4 bn
|
|
|
5.7 bn
|
|
|
April 30,
2013
|
|
July 31,
2013
|
|
October 31,
2013
|
|
January 31,
2014
|
||||||||
Fiscal 2014
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
$
|
502,609
|
|
|
$
|
599,543
|
|
|
$
|
604,045
|
|
|
$
|
1,360,837
|
|
Deferred revenue, current and noncurrent
|
1,733,160
|
|
|
1,789,648
|
|
|
1,734,619
|
|
|
2,522,115
|
|
||||
Operating cash flow (1)
|
283,189
|
|
|
183,183
|
|
|
137,859
|
|
|
271,238
|
|
||||
Unbilled deferred revenue, a non-GAAP measure
|
3.6 bn
|
|
|
3.8 bn
|
|
|
4.2 bn
|
|
|
4.5 bn
|
|
|
April 30,
2012
|
|
July 31,
2012
|
|
October 31,
2012
|
|
January 31,
2013
|
||||||||
Fiscal 2013
|
|
|
|
|
|
|
|
||||||||
Accounts receivable, net
|
$
|
371,395
|
|
|
$
|
446,917
|
|
|
$
|
418,590
|
|
|
$
|
872,634
|
|
Deferred revenue, current and noncurrent
|
1,334,716
|
|
|
1,337,184
|
|
|
1,291,703
|
|
|
1,862,995
|
|
||||
Operating cash flow (1)
|
213,212
|
|
|
136,197
|
|
|
105,915
|
|
|
281,573
|
|
||||
Unbilled deferred revenue, a non-GAAP measure
|
2.7 bn
|
|
|
2.8 bn
|
|
|
3.0 bn
|
|
|
3.5 bn
|
|
•
|
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.
|
•
|
future expected cash flows from subscription and support contracts, professional services contracts, other customer contracts and acquired developed technologies and patents;
|
•
|
the acquired company’s trade name, trademark and existing customer relationship, as well as assumptions about the period of time the acquired trade name and trademark will continue to be used in our offerings;
|
•
|
uncertain tax positions and tax related valuation allowances assumed; and
|
•
|
discount rates.
|
•
|
The estimated life for the stock options which is estimated based on an actual analysis of expected life. The estimated life for shares issued pursuant to our ESPP is based on the two purchase periods within the 12 month offering period;
|
•
|
The risk free interest rate which is based on the rate for a U.S. government security with the same estimated life at the time of the option grant and the stock purchase rights;
|
•
|
The future stock price volatility which is estimated considering both our observed option-implied volatilities and our historical volatility calculations. We believe this is the best estimate of the expected volatility over the expected life of our stock options and stock purchase rights; and
|
•
|
The probability of performance conditions, if any, that affect the vesting of certain awards being achieved. Expense is only recognized for those shares expected to vest.
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Subscription and support
|
|
$
|
5,013,764
|
|
|
$
|
3,824,542
|
|
|
$
|
2,868,808
|
|
Professional services and other
|
|
359,822
|
|
|
246,461
|
|
|
181,387
|
|
|||
Total revenues
|
|
5,373,586
|
|
|
4,071,003
|
|
|
3,050,195
|
|
|||
Cost of revenues (1)(2):
|
|
|
|
|
|
|
||||||
Subscription and support
|
|
924,638
|
|
|
711,880
|
|
|
494,187
|
|
|||
Professional services and other
|
|
364,632
|
|
|
256,548
|
|
|
189,392
|
|
|||
Total cost of revenues
|
|
1,289,270
|
|
|
968,428
|
|
|
683,579
|
|
|||
Gross profit
|
|
4,084,316
|
|
|
3,102,575
|
|
|
2,366,616
|
|
|||
Operating expenses (1)(2):
|
|
|
|
|
|
|
||||||
Research and development
|
|
792,917
|
|
|
623,798
|
|
|
429,479
|
|
|||
Marketing and sales
|
|
2,757,096
|
|
|
2,168,132
|
|
|
1,614,026
|
|
|||
General and administrative
|
|
679,936
|
|
|
596,719
|
|
|
433,821
|
|
|||
Total operating expenses
|
|
4,229,949
|
|
|
3,388,649
|
|
|
2,477,326
|
|
|||
Loss from operations
|
|
(145,633
|
)
|
|
(286,074
|
)
|
|
(110,710
|
)
|
|||
Investment income
|
|
10,038
|
|
|
10,218
|
|
|
19,562
|
|
|||
Interest expense
|
|
(73,237
|
)
|
|
(77,211
|
)
|
|
(30,948
|
)
|
|||
Gain on sales of land and building improvements
|
|
15,625
|
|
|
0
|
|
|
0
|
|
|||
Other expense
|
|
(19,878
|
)
|
|
(4,868
|
)
|
|
(5,698
|
)
|
|||
Loss before benefit from (provision for) income taxes
|
|
(213,085
|
)
|
|
(357,935
|
)
|
|
(127,794
|
)
|
|||
Benefit from (provision for) income taxes
|
|
(49,603
|
)
|
|
125,760
|
|
|
(142,651
|
)
|
|||
Net loss
|
|
$
|
(262,688
|
)
|
|
$
|
(232,175
|
)
|
|
$
|
(270,445
|
)
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenues
|
|
$
|
90,300
|
|
|
$
|
109,356
|
|
|
$
|
77,249
|
|
Marketing and sales
|
|
64,673
|
|
|
37,179
|
|
|
10,922
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenues
|
|
$
|
53,812
|
|
|
$
|
45,608
|
|
|
$
|
33,757
|
|
Research and development
|
|
121,193
|
|
|
107,420
|
|
|
76,333
|
|
|||
Marketing and sales
|
|
286,410
|
|
|
258,571
|
|
|
199,284
|
|
|||
General and administrative
|
|
103,350
|
|
|
91,681
|
|
|
69,976
|
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Amortization of purchased intangibles:
|
|
|
|
|
|
|
|||
Cost of revenues
|
|
2
|
%
|
|
3
|
%
|
|
3
|
%
|
Marketing and sales
|
|
1
|
|
|
1
|
|
|
0
|
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Stock-based expenses:
|
|
|
|
|
|
|
|||
Cost of revenues
|
|
1
|
%
|
|
1
|
%
|
|
1
|
%
|
Research and development
|
|
2
|
|
|
3
|
|
|
3
|
|
Marketing and sales
|
|
5
|
|
|
6
|
|
|
7
|
|
General and administrative
|
|
2
|
|
|
2
|
|
|
2
|
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Revenues by geography:
|
|
|
|
|
|
|
|||
Americas
|
|
72
|
%
|
|
71
|
%
|
|
70
|
%
|
Europe
|
|
18
|
|
|
18
|
|
|
17
|
|
Asia Pacific
|
|
10
|
|
|
11
|
|
|
13
|
|
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
Revenue constant currency growth rates
(as compared to the comparable prior periods)
|
|
Fiscal Year Ended
January 31, 2015 compared to Fiscal Year Ended January 31, 2014 |
|
Fiscal Year Ended
January 31, 2014 compared to Fiscal Year Ended January 31, 2013 |
|
Fiscal Year Ended
January 31, 2013 compared to Fiscal Year Ended January 31, 2012 |
Americas
|
|
33%
|
|
37%
|
|
38%
|
Europe
|
|
34%
|
|
36%
|
|
38%
|
Asia Pacific
|
|
26%
|
|
19%
|
|
27%
|
Total growth
|
|
33%
|
|
34%
|
|
37%
|
|
|
As of January 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Balance Sheet Data (in thousands):
|
|
|
|
|
||||
Cash, cash equivalents and marketable securities, excluding restricted cash
|
|
$
|
1,890,284
|
|
|
$
|
1,321,017
|
|
Deferred revenue, current and noncurrent
|
|
3,321,449
|
|
|
2,522,115
|
|
||
Principal due on convertible senior notes, term loan, and revolving credit facility
|
|
1,450,000
|
|
|
2,003,864
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
|
||||||||||
(in thousands)
|
2015
|
|
2014
|
|
Dollars
|
|
Percent
|
||||||
Subscription and support
|
$
|
5,013,764
|
|
|
$
|
3,824,542
|
|
|
$
|
1,189,222
|
|
|
31%
|
Professional services and other
|
359,822
|
|
|
246,461
|
|
|
113,361
|
|
|
46%
|
|||
Total revenues
|
$
|
5,373,586
|
|
|
$
|
4,071,003
|
|
|
$
|
1,302,583
|
|
|
32%
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|||||||
Subscription and support
|
|
$
|
924,638
|
|
|
$
|
711,880
|
|
|
$
|
212,758
|
|
Professional services and other
|
|
364,632
|
|
|
256,548
|
|
|
108,084
|
|
|||
Total cost of revenues
|
|
$
|
1,289,270
|
|
|
$
|
968,428
|
|
|
$
|
320,842
|
|
Percent of total revenues
|
|
24
|
%
|
|
24
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|||||||
Research and development
|
|
$
|
792,917
|
|
|
$
|
623,798
|
|
|
$
|
169,119
|
|
Percent of total revenues
|
|
15
|
%
|
|
15
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|||||||
Marketing and sales
|
|
$
|
2,757,096
|
|
|
$
|
2,168,132
|
|
|
$
|
588,964
|
|
Percent of total revenues
|
|
51
|
%
|
|
53
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|||||||
General and administrative
|
|
$
|
679,936
|
|
|
$
|
596,719
|
|
|
$
|
83,217
|
|
Percent of total revenues
|
|
13
|
%
|
|
15
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|||||||
Loss from operations
|
|
$
|
(145,633
|
)
|
|
$
|
(286,074
|
)
|
|
$
|
140,441
|
|
Percent of total revenues
|
|
(3
|
)%
|
|
(7
|
)%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|||||||
Investment income
|
|
$
|
10,038
|
|
|
$
|
10,218
|
|
|
$
|
(180
|
)
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|||||||
Interest expense
|
|
$
|
(73,237
|
)
|
|
$
|
(77,211
|
)
|
|
$
|
3,974
|
|
Percent of total revenues
|
|
(1
|
)%
|
|
(2
|
)%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|||||||
Other expense
|
|
$
|
(19,878
|
)
|
|
$
|
(4,868
|
)
|
|
$
|
(15,010
|
)
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2015
|
|
2014
|
|
|||||||
Benefit from (provision for) income taxes
|
|
$
|
(49,603
|
)
|
|
$
|
125,760
|
|
|
$
|
(175,363
|
)
|
Effective tax rate
|
|
(23)%
|
|
|
35
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
|
||||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
Dollars
|
|
Percent
|
||||||
Subscription and support
|
|
$
|
3,824,542
|
|
|
$
|
2,868,808
|
|
|
$
|
955,734
|
|
|
33%
|
Professional services and other
|
|
246,461
|
|
|
181,387
|
|
|
65,074
|
|
|
36%
|
|||
Total revenues
|
|
$
|
4,071,003
|
|
|
$
|
3,050,195
|
|
|
$
|
1,020,808
|
|
|
33%
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
|||||||
Subscription and support
|
|
$
|
711,880
|
|
|
$
|
494,187
|
|
|
$
|
217,693
|
|
Professional services and other
|
|
256,548
|
|
|
189,392
|
|
|
67,156
|
|
|||
Total cost of revenues
|
|
$
|
968,428
|
|
|
$
|
683,579
|
|
|
$
|
284,849
|
|
Percent of total revenues
|
|
24
|
%
|
|
22
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
|||||||
Research and development
|
|
$
|
623,798
|
|
|
$
|
429,479
|
|
|
$
|
194,319
|
|
Percent of total revenues
|
|
15
|
%
|
|
14
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
|||||||
Marketing and sales
|
|
$
|
2,168,132
|
|
|
$
|
1,614,026
|
|
|
$
|
554,106
|
|
Percent of total revenues
|
|
53
|
%
|
|
53
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
|||||||
General and administrative
|
|
$
|
596,719
|
|
|
$
|
433,821
|
|
|
$
|
162,898
|
|
Percent of total revenues
|
|
15
|
%
|
|
15
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
|||||||
Loss from operations
|
|
$
|
(286,074
|
)
|
|
$
|
(110,710
|
)
|
|
$
|
(175,364
|
)
|
Percent of total revenues
|
|
(7
|
)%
|
|
(4
|
)%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
|||||||
Investment income
|
|
$
|
10,218
|
|
|
$
|
19,562
|
|
|
$
|
(9,344
|
)
|
Percent of total revenues
|
|
0
|
%
|
|
1
|
%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
|||||||
Interest expense
|
|
$
|
(77,211
|
)
|
|
$
|
(30,948
|
)
|
|
$
|
(46,263
|
)
|
Percent of total revenues
|
|
(2
|
)%
|
|
(1
|
)%
|
|
|
|
|
Fiscal Year Ended January 31,
|
|
Variance
Dollars
|
||||||||
(in thousands)
|
|
2014
|
|
2013
|
|
|||||||
Benefit from (provision for) income taxes
|
|
$
|
125,760
|
|
|
$
|
(142,651
|
)
|
|
$
|
268,411
|
|
Effective tax rate
|
|
35
|
%
|
|
(112
|
)%
|
|
|
Contractual Obligations
|
Payments Due by Period
|
||||||||||||||||||
|
Total
|
|
Less than 1 Year
|
|
1-3 Years
|
|
3-5 Years
|
|
More than 5 Years
|
||||||||||
Capital lease obligations, including interest
|
$
|
651,344
|
|
|
$
|
104,825
|
|
|
$
|
232,241
|
|
|
$
|
314,278
|
|
|
$
|
0
|
|
Operating lease obligations:
|
|
|
|
|
|
|
|
|
|
||||||||||
Facilities space
|
2,027,140
|
|
|
178,552
|
|
|
351,882
|
|
|
372,336
|
|
|
1,124,370
|
|
|||||
Computer equipment and furniture and
fixtures |
251,834
|
|
|
110,995
|
|
|
139,854
|
|
|
985
|
|
|
0
|
|
|||||
0.25% Convertible Senior Notes, including interest
|
1,160,422
|
|
|
2,875
|
|
|
6,109
|
|
|
1,151,438
|
|
|
0
|
|
|||||
Revolving Credit Facility
|
300,000
|
|
|
0
|
|
|
0
|
|
|
300,000
|
|
|
0
|
|
|||||
Financing obligation - building in progress - leased facility
|
335,824
|
|
|
1,777
|
|
|
37,984
|
|
|
43,546
|
|
|
252,517
|
|
|||||
Contractual commitments
|
18,823
|
|
|
1,316
|
|
|
2,598
|
|
|
14,909
|
|
|
0
|
|
|||||
|
$
|
4,745,387
|
|
|
$
|
400,340
|
|
|
$
|
770,668
|
|
|
$
|
2,197,492
|
|
|
$
|
1,376,887
|
|
•
|
Stock-Based Expense
. The Company’s compensation strategy includes the use of stock-based compensation to attract and retain employees and executives. It is principally aimed at aligning their interests with those of our stockholders and at long-term employee retention, rather than to motivate or reward operational performance for any particular period. Thus, stock-based expense varies for reasons that are generally unrelated to operational decisions and performance in any particular period.
|
•
|
Amortization of Purchased Intangibles.
The Company views amortization of acquisition-related intangible assets, such as the amortization of the cost associated with an acquired company’s research and development efforts, trade names, customer lists and customer relationships, as items arising from pre-acquisition activities determined at the time of an acquisition. While it is continually viewed for impairment, amortization of the cost of purchased intangibles is a static expense, one that is not typically affected by operations during any particular period.
|
•
|
Amortization of Debt Discount.
Under GAAP, certain convertible debt instruments that may be settled in cash (or other assets) on conversion are required to be separately accounted for as liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s non-convertible debt borrowing rate. Accordingly, for GAAP purposes we are required to recognize imputed interest expense on the Company’s $575.0 million of convertible senior notes that were issued in a private placement in January 2010 and the Company’s $1.15 billion of convertible senior notes that were issued in a private placement in March 2013. The imputed interest rates were approximately 5.86% for the notes issued in January 2010 and approximately 2.53% for the notes issued in March 2013, while the coupon interest rates were 0.75% and 0.25%, respectively. The difference between the imputed interest expense and the coupon interest expense, net of the interest amount capitalized, is excluded from management’s assessment of the Company’s operating performance because management believes that this non-cash expense is not indicative of ongoing operating performance. Management believes that the exclusion of the non-cash interest expense provides investors an enhanced view of the Company’s operational performance.
|
•
|
Non-Cash Gains/Losses on Conversions of Debt.
Upon settlement of the Company’s convertible senior notes, we attribute the fair value of the consideration transferred to the liability and equity components of the convertible senior notes. The difference between the fair value of consideration attributed to the liability component and the carrying value of the liability as of settlement date is recorded as a non-cash gain or loss on the statement of operations. Management believes that the exclusion of the non-cash gain/loss provides investors an enhanced view of the company’s operational performance.
|
•
|
Gain on sales of land and building improvements.
The Company views the non-operating gains associated with the sales of the land and building improvements to be a discrete item. Management believes that the exclusion of the gains provides investors an enhanced view of the Company’s operational performance.
|
•
|
Income Tax Effects and Adjustments
. During fiscal 2014, the Company’s non-GAAP tax provision excluded the tax effects of expense items described above and certain tax items not directly related to the current fiscal year’s ordinary operating results. Examples of such tax items included, but are not limited to, changes in the valuation allowance related to deferred tax assets, certain acquisition-related costs and unusual or infrequently occurring items. Management believes the exclusion of these income tax adjustments provides investors with useful supplemental information about the Company’s operational performance. During fiscal
2015
, the Company began to compute and utilize a fixed long-term projected non-GAAP tax rate in order to provide better consistency across the interim reporting periods by eliminating the effects of non-recurring and period-specific items such as changes in the tax valuation allowance and tax effects of acquisitions-related costs, since each of these items can vary in size and frequency. When projecting this long-term rate, the Company evaluated a three-year financial projection that excludes the impact of the following items: Stock-Based Expenses, Amortization of Purchased Intangibles, Amortization of Debt Discount, Gains/Losses on Conversions of Debt, and Gains/Losses on sales of land and building improvements. The projected rate also assumes no new acquisitions in the three-year period, and takes into account other factors including the Company’s current tax structure, its existing tax positions in various jurisdictions and key legislation in major jurisdictions where the Company operates. The non-GAAP tax rate for fiscal
2015
is 36.5%. The Company intends to re-evaluate this long-term rate on an annual basis or if any significant events that may materially affect this long-term rate occur. This long-term rate could be subject to change for a variety of reasons, for example, significant changes in the geographic earnings mix including acquisition activity, or fundamental tax law changes in major jurisdictions where the Company operates.
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Non-GAAP gross profit
|
|
|
|
|
|
|
||||||
GAAP gross profit
|
|
$
|
4,084,316
|
|
|
$
|
3,102,575
|
|
|
$
|
2,366,616
|
|
Plus:
|
|
|
|
|
|
|
||||||
Amortization of purchased intangibles
|
|
90,300
|
|
|
109,356
|
|
|
77,249
|
|
|||
Stock-based expenses
|
|
53,812
|
|
|
45,608
|
|
|
33,757
|
|
|||
Non-GAAP gross profit
|
|
$
|
4,228,428
|
|
|
$
|
3,257,539
|
|
|
$
|
2,477,622
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Non-GAAP operating profit
|
|
|
|
|
|
|
||||||
GAAP loss from operations
|
|
$
|
(145,633
|
)
|
|
$
|
(286,074
|
)
|
|
$
|
(110,710
|
)
|
Plus:
|
|
|
|
|
|
|
||||||
Amortization of purchased intangibles
|
|
154,973
|
|
|
146,535
|
|
|
88,171
|
|
|||
Stock-based expenses
|
|
564,765
|
|
|
503,280
|
|
|
379,350
|
|
|||
Non-GAAP operating profit
|
|
$
|
574,105
|
|
|
$
|
363,741
|
|
|
$
|
356,811
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Non-GAAP net income
|
|
|
|
|
|
|
||||||
GAAP net loss
|
|
$
|
(262,688
|
)
|
|
$
|
(232,175
|
)
|
|
$
|
(270,445
|
)
|
Plus:
|
|
|
|
|
|
|
||||||
Amortization of purchased intangibles
|
|
154,973
|
|
|
146,535
|
|
|
88,171
|
|
|||
Stock-based expenses
|
|
564,765
|
|
|
503,280
|
|
|
379,350
|
|
|||
Amortization of debt discount, net
|
|
36,575
|
|
|
46,728
|
|
|
23,837
|
|
|||
Loss on conversion of debt
|
|
10,326
|
|
|
214
|
|
|
0
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Gain on sales of land and building improvements
|
|
(15,625
|
)
|
|
0
|
|
|
0
|
|
|||
Income tax effects and adjustments of Non-GAAP items
|
|
(146,741
|
)
|
|
(242,729
|
)
|
|
21,629
|
|
|||
Non-GAAP net income
|
|
$
|
341,585
|
|
|
$
|
221,853
|
|
|
$
|
242,542
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Non-GAAP diluted earnings per share
|
|
|
|
|
|
|
||||||
GAAP diluted loss per share
|
|
$
|
(0.42
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.48
|
)
|
Plus:
|
|
|
|
|
|
|
||||||
Amortization of purchased intangibles
|
|
0.24
|
|
|
0.23
|
|
|
0.15
|
|
|||
Stock-based expenses
|
|
0.87
|
|
|
0.79
|
|
|
0.64
|
|
|||
Amortization of debt discount, net
|
|
0.06
|
|
|
0.07
|
|
|
0.04
|
|
|||
Loss on conversion of debt
|
|
0.02
|
|
|
0.00
|
|
|
0.00
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Gain on sales of land and building improvements
|
|
(0.02
|
)
|
|
0.00
|
|
|
0.00
|
|
|||
Income tax effects and adjustments of Non-GAAP items
|
|
(0.23
|
)
|
|
(0.35
|
)
|
|
0.06
|
|
|||
Non-GAAP diluted earnings per share
|
|
$
|
0.52
|
|
|
$
|
0.35
|
|
|
$
|
0.41
|
|
Shares used in computing diluted net income per share
|
|
651,534
|
|
|
635,688
|
|
|
596,280
|
|
|
|
Fiscal Year Ended January 31,
|
|||||||
Supplemental Diluted Sharecount Information (in thousands):
|
|
2015
|
|
2014
|
|
2013
|
|||
Weighted-average shares outstanding for GAAP basic earnings per share
|
|
624,148
|
|
|
597,613
|
|
|
564,896
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|||
Convertible senior notes
|
|
5,381
|
|
|
14,550
|
|
|
11,360
|
|
Warrants associated with the convertible senior note hedges
|
|
9,536
|
|
|
9,658
|
|
|
5,132
|
|
Employee stock awards
|
|
12,469
|
|
|
13,867
|
|
|
14,892
|
|
Adjusted weighted-average shares outstanding and assumed conversions for Non-GAAP diluted earnings per share
|
|
651,534
|
|
|
635,688
|
|
|
596,280
|
|
|
|
|
|
Fiscal Year Ended January 31,
|
||||
Non-GAAP tax expense (in thousands):
|
|
|
|
2014
|
|
2013
|
||
GAAP Tax Expense (Benefit)
|
|
|
|
(125,760
|
)
|
|
142,651
|
|
GAAP to Non-GAAP Adjustments - tax effects of:
|
|
|
|
|
|
|
||
Stock-based expenses, amortization of purchased intangibles and amortization of debt discount, net (1)
|
|
|
|
229,277
|
|
|
169,501
|
|
Deferred tax asset partial valuation (reserve) release (2)
|
|
|
|
25,048
|
|
|
(186,806
|
)
|
State income tax credits not benefited (3)
|
|
|
|
5,325
|
|
|
0
|
|
Acquisitions-related costs (4)
|
|
|
|
(19,708
|
)
|
|
0
|
|
Other, net (5)
|
|
|
|
2,787
|
|
|
(4,324
|
)
|
Total Adjustments
|
|
|
|
242,729
|
|
|
(21,629
|
)
|
Non-GAAP Tax Expense
|
|
|
|
116,969
|
|
|
121,022
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
|
|
Page No.
|
|
|
|
|
Reports of Independent Registered Public Accounting Firm
|
59
|
|
|
|
|
Consolidated Balance Sheets
|
61
|
|
|
|
|
Consolidated Statements of Operations
|
62
|
|
|
|
|
Consolidated Statements of Comprehensive Loss
|
63
|
|
|
|
|
Consolidated Statements of Stockholders’ Equity
|
64
|
|
|
|
|
Consolidated Statements of Cash Flows
|
65
|
|
|
|
|
Notes to Consolidated Financial Statements
|
67
|
|
|
January 31,
2015 |
|
January 31,
2014 |
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
908,117
|
|
|
$
|
781,635
|
|
Short-term marketable securities
|
87,312
|
|
|
57,139
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $8,146 and $4,769 at January 31, 2015 and 2014, respectively
|
1,905,506
|
|
|
1,360,837
|
|
||
Deferred commissions
|
225,386
|
|
|
171,461
|
|
||
Prepaid expenses and other current assets
|
280,554
|
|
|
309,180
|
|
||
Land and building improvements held for sale
|
143,197
|
|
|
0
|
|
||
Total current assets
|
3,550,072
|
|
|
2,680,252
|
|
||
Marketable securities, noncurrent
|
894,855
|
|
|
482,243
|
|
||
Property and equipment, net
|
1,125,866
|
|
|
1,240,746
|
|
||
Deferred commissions, noncurrent
|
162,796
|
|
|
153,459
|
|
||
Capitalized software, net
|
433,398
|
|
|
481,917
|
|
||
Goodwill
|
3,782,660
|
|
|
3,500,823
|
|
||
Other assets, net
|
628,320
|
|
|
613,490
|
|
||
Restricted cash
|
115,015
|
|
|
0
|
|
||
Total assets
|
$
|
10,692,982
|
|
|
$
|
9,152,930
|
|
Liabilities, temporary equity and stockholders’ equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable, accrued expenses and other liabilities
|
$
|
1,103,335
|
|
|
$
|
934,324
|
|
Deferred revenue
|
3,286,768
|
|
|
2,473,705
|
|
||
Convertible 0.75% senior notes, net
|
0
|
|
|
542,159
|
|
||
Term loan, current
|
0
|
|
|
30,000
|
|
||
Total current liabilities
|
4,390,103
|
|
|
3,980,188
|
|
||
Convertible 0.25% senior notes, net
|
1,070,692
|
|
|
1,046,930
|
|
||
Term loan, noncurrent
|
0
|
|
|
255,000
|
|
||
Revolving credit facility
|
300,000
|
|
|
0
|
|
||
Deferred revenue, noncurrent
|
34,681
|
|
|
48,410
|
|
||
Other noncurrent liabilities
|
922,323
|
|
|
757,187
|
|
||
Total liabilities
|
6,717,799
|
|
|
6,087,715
|
|
||
Temporary equity
|
0
|
|
|
26,705
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value; 5,000 shares authorized and none issued and outstanding
|
0
|
|
|
0
|
|
||
Common stock, $0.001 par value; 1,600,000 shares authorized, 650,596 and 610,143 issued and outstanding at January 31, 2015 and 2014, respectively
|
651
|
|
|
610
|
|
||
Additional paid-in capital
|
4,604,485
|
|
|
3,363,377
|
|
||
Accumulated other comprehensive income (loss)
|
(24,108
|
)
|
|
17,680
|
|
||
Accumulated deficit
|
(605,845
|
)
|
|
(343,157
|
)
|
||
Total stockholders’ equity
|
3,975,183
|
|
|
3,038,510
|
|
||
Total liabilities, temporary equity and stockholders’ equity
|
$
|
10,692,982
|
|
|
$
|
9,152,930
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues:
|
|
|
|
|
|
|
||||||
Subscription and support
|
|
$
|
5,013,764
|
|
|
$
|
3,824,542
|
|
|
$
|
2,868,808
|
|
Professional services and other
|
|
359,822
|
|
|
246,461
|
|
|
181,387
|
|
|||
Total revenues
|
|
5,373,586
|
|
|
4,071,003
|
|
|
3,050,195
|
|
|||
Cost of revenues (1)(2):
|
|
|
|
|
|
|
||||||
Subscription and support
|
|
924,638
|
|
|
711,880
|
|
|
494,187
|
|
|||
Professional services and other
|
|
364,632
|
|
|
256,548
|
|
|
189,392
|
|
|||
Total cost of revenues
|
|
1,289,270
|
|
|
968,428
|
|
|
683,579
|
|
|||
Gross profit
|
|
4,084,316
|
|
|
3,102,575
|
|
|
2,366,616
|
|
|||
Operating expenses (1)(2):
|
|
|
|
|
|
|
||||||
Research and development
|
|
792,917
|
|
|
623,798
|
|
|
429,479
|
|
|||
Marketing and sales
|
|
2,757,096
|
|
|
2,168,132
|
|
|
1,614,026
|
|
|||
General and administrative
|
|
679,936
|
|
|
596,719
|
|
|
433,821
|
|
|||
Total operating expenses
|
|
4,229,949
|
|
|
3,388,649
|
|
|
2,477,326
|
|
|||
Loss from operations
|
|
(145,633
|
)
|
|
(286,074
|
)
|
|
(110,710
|
)
|
|||
Investment income
|
|
10,038
|
|
|
10,218
|
|
|
19,562
|
|
|||
Interest expense
|
|
(73,237
|
)
|
|
(77,211
|
)
|
|
(30,948
|
)
|
|||
Gain on sales of land and building improvements
|
|
15,625
|
|
|
0
|
|
|
0
|
|
|||
Other expense
|
|
(19,878
|
)
|
|
(4,868
|
)
|
|
(5,698
|
)
|
|||
Loss before benefit from (provision for) income taxes
|
|
(213,085
|
)
|
|
(357,935
|
)
|
|
(127,794
|
)
|
|||
Benefit from (provision for) income taxes
|
|
(49,603
|
)
|
|
125,760
|
|
|
(142,651
|
)
|
|||
Net loss
|
|
$
|
(262,688
|
)
|
|
$
|
(232,175
|
)
|
|
$
|
(270,445
|
)
|
Basic net loss per share
|
|
$
|
(0.42
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.48
|
)
|
Diluted net loss per share
|
|
$
|
(0.42
|
)
|
|
$
|
(0.39
|
)
|
|
$
|
(0.48
|
)
|
Shares used in computing basic net loss per share
|
|
624,148
|
|
|
597,613
|
|
|
564,896
|
|
|||
Shares used in computing diluted net loss per share
|
|
624,148
|
|
|
597,613
|
|
|
564,896
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenues
|
|
$
|
90,300
|
|
|
$
|
109,356
|
|
|
$
|
77,249
|
|
Marketing and sales
|
|
64,673
|
|
|
37,179
|
|
|
10,922
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of revenues
|
|
$
|
53,812
|
|
|
$
|
45,608
|
|
|
$
|
33,757
|
|
Research and development
|
|
121,193
|
|
|
107,420
|
|
|
76,333
|
|
|||
Marketing and sales
|
|
286,410
|
|
|
258,571
|
|
|
199,284
|
|
|||
General and administrative
|
|
103,350
|
|
|
91,681
|
|
|
69,976
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net loss
|
|
$
|
(262,688
|
)
|
|
$
|
(232,175
|
)
|
|
$
|
(270,445
|
)
|
Other comprehensive income (loss), before tax and net of reclassification adjustments:
|
|
|
|
|
|
|
||||||
Foreign currency translation and other gains (losses)
|
|
(43,276
|
)
|
|
(4,930
|
)
|
|
4,783
|
|
|||
Unrealized gains (losses) on investments
|
|
1,488
|
|
|
8,120
|
|
|
(329
|
)
|
|||
Other comprehensive income (loss), before tax
|
|
(41,788
|
)
|
|
3,190
|
|
|
4,454
|
|
|||
Tax effect
|
|
0
|
|
|
(2,647
|
)
|
|
0
|
|
|||
Other comprehensive income (loss), net of tax
|
|
(41,788
|
)
|
|
543
|
|
|
4,454
|
|
|||
Comprehensive loss
|
|
$
|
(304,476
|
)
|
|
$
|
(231,632
|
)
|
|
$
|
(265,991
|
)
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
Retained
Earnings
(Accumulated
Deficit)
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balances at January 31, 2012
|
|
548,146
|
|
|
$
|
548
|
|
|
$
|
1,414,666
|
|
|
$
|
12,683
|
|
|
$
|
159,463
|
|
|
$
|
1,587,360
|
|
Exercise of stock options and stock grants to board members for board services
|
|
20,237
|
|
|
20
|
|
|
278,986
|
|
|
0
|
|
|
0
|
|
|
279,006
|
|
|||||
Vested restricted stock units converted to shares
|
|
6,564
|
|
|
7
|
|
|
(6
|
)
|
|
0
|
|
|
0
|
|
|
1
|
|
|||||
Shares issued related to business combinations
|
|
7,727
|
|
|
8
|
|
|
240,020
|
|
|
0
|
|
|
0
|
|
|
240,028
|
|
|||||
Shares issued under employee stock plans
|
|
2,953
|
|
|
3
|
|
|
69,067
|
|
|
0
|
|
|
0
|
|
|
69,070
|
|
|||||
Tax benefits from employee stock plans
|
|
0
|
|
|
0
|
|
|
7,189
|
|
|
0
|
|
|
0
|
|
|
7,189
|
|
|||||
Stock-based expenses
|
|
0
|
|
|
0
|
|
|
375,841
|
|
|
0
|
|
|
0
|
|
|
375,841
|
|
|||||
Temporary equity reclassification
|
|
0
|
|
|
0
|
|
|
25,129
|
|
|
0
|
|
|
0
|
|
|
25,129
|
|
|||||
Other comprehensive income, net of tax
|
|
0
|
|
|
0
|
|
|
0
|
|
|
4,454
|
|
|
0
|
|
|
4,454
|
|
|||||
Net loss
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(270,445
|
)
|
|
(270,445
|
)
|
|||||
Balances at January 31, 2013
|
|
585,627
|
|
|
$
|
586
|
|
|
$
|
2,410,892
|
|
|
$
|
17,137
|
|
|
$
|
(110,982
|
)
|
|
$
|
2,317,633
|
|
Exercise of stock options and stock grants to board members for board services
|
|
9,952
|
|
|
10
|
|
|
197,012
|
|
|
0
|
|
|
0
|
|
|
197,022
|
|
|||||
Vested restricted stock units converted to shares
|
|
9,265
|
|
|
9
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
9
|
|
|||||
Shares issued related to business combinations
|
|
2,367
|
|
|
2
|
|
|
81,191
|
|
|
0
|
|
|
0
|
|
|
81,193
|
|
|||||
Shares issued under employee stock plans
|
|
2,932
|
|
|
3
|
|
|
92,482
|
|
|
0
|
|
|
0
|
|
|
92,485
|
|
|||||
Tax benefits from employee stock plans
|
|
0
|
|
|
0
|
|
|
8,048
|
|
|
0
|
|
|
0
|
|
|
8,048
|
|
|||||
Stock-based expenses
|
|
0
|
|
|
0
|
|
|
494,615
|
|
|
0
|
|
|
0
|
|
|
494,615
|
|
|||||
Temporary equity reclassification
|
|
0
|
|
|
0
|
|
|
26,907
|
|
|
0
|
|
|
0
|
|
|
26,907
|
|
|||||
Equity component of the convertible notes issuance, net
|
|
0
|
|
|
0
|
|
|
121,230
|
|
|
0
|
|
|
0
|
|
|
121,230
|
|
|||||
Purchase of convertible note hedges
|
|
0
|
|
|
0
|
|
|
(153,800
|
)
|
|
0
|
|
|
0
|
|
|
(153,800
|
)
|
|||||
Issuance of warrants
|
|
0
|
|
|
0
|
|
|
84,800
|
|
|
0
|
|
|
0
|
|
|
84,800
|
|
|||||
Other comprehensive income, net of tax
|
|
0
|
|
|
0
|
|
|
0
|
|
|
543
|
|
|
0
|
|
|
543
|
|
|||||
Net loss
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(232,175
|
)
|
|
(232,175
|
)
|
|||||
Balances at January 31, 2014
|
|
610,143
|
|
|
$
|
610
|
|
|
$
|
3,363,377
|
|
|
$
|
17,680
|
|
|
$
|
(343,157
|
)
|
|
$
|
3,038,510
|
|
Exercise of stock options and stock grants to board members for board services
|
|
7,413
|
|
|
8
|
|
|
182,270
|
|
|
0
|
|
|
0
|
|
|
182,278
|
|
|||||
Vested restricted stock units converted to shares
|
|
9,259
|
|
|
9
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
9
|
|
|||||
Shares issued related to business combinations
|
|
7,185
|
|
|
7
|
|
|
339,076
|
|
|
0
|
|
|
0
|
|
|
339,083
|
|
|||||
Shares issued under employee stock plans
|
|
3,264
|
|
|
4
|
|
|
127,816
|
|
|
0
|
|
|
0
|
|
|
127,820
|
|
|||||
Tax benefits from employee stock plans
|
|
0
|
|
|
0
|
|
|
7,730
|
|
|
0
|
|
|
0
|
|
|
7,730
|
|
|||||
Settlement of 0.75% convertible notes and related warrants
|
|
13,332
|
|
|
13
|
|
|
22,736
|
|
|
0
|
|
|
0
|
|
|
22,749
|
|
|||||
Stock-based expenses
|
|
0
|
|
|
0
|
|
|
561,480
|
|
|
0
|
|
|
0
|
|
|
561,480
|
|
|||||
Other comprehensive loss, net of tax
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(41,788
|
)
|
|
0
|
|
|
(41,788
|
)
|
|||||
Net loss
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
(262,688
|
)
|
|
(262,688
|
)
|
|||||
Balances at January 31, 2015
|
|
650,596
|
|
|
$
|
651
|
|
|
$
|
4,604,485
|
|
|
$
|
(24,108
|
)
|
|
$
|
(605,845
|
)
|
|
$
|
3,975,183
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(262,688
|
)
|
|
$
|
(232,175
|
)
|
|
$
|
(270,445
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
448,296
|
|
|
369,423
|
|
|
216,795
|
|
|||
Amortization of debt discount and transaction costs
|
|
39,620
|
|
|
49,582
|
|
|
24,086
|
|
|||
Gain on sales of land and building improvements
|
|
(15,625
|
)
|
|
0
|
|
|
0
|
|
|||
Loss on conversions of convertible senior notes
|
|
10,326
|
|
|
214
|
|
|
0
|
|
|||
Amortization of deferred commissions
|
|
257,642
|
|
|
194,553
|
|
|
154,818
|
|
|||
Expenses related to employee stock plans
|
|
564,765
|
|
|
503,280
|
|
|
379,350
|
|
|||
Excess tax benefits from employee stock plans
|
|
(7,730
|
)
|
|
(8,144
|
)
|
|
(14,933
|
)
|
|||
Changes in assets and liabilities, net of business combinations:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(544,610
|
)
|
|
(424,702
|
)
|
|
(183,242
|
)
|
|||
Deferred commissions
|
|
(320,904
|
)
|
|
(265,080
|
)
|
|
(232,591
|
)
|
|||
Prepaid expenses and other current assets and other assets
|
|
45,819
|
|
|
105,218
|
|
|
(9,718
|
)
|
|||
Accounts payable, accrued expenses and other liabilities
|
|
159,973
|
|
|
(29,043
|
)
|
|
193,358
|
|
|||
Deferred revenue
|
|
798,830
|
|
|
612,343
|
|
|
479,419
|
|
|||
Net cash provided by operating activities
|
|
1,173,714
|
|
|
875,469
|
|
|
736,897
|
|
|||
Investing activities:
|
|
|
|
|
|
|
||||||
Business combinations, net of cash acquired
|
|
38,071
|
|
|
(2,617,302
|
)
|
|
(579,745
|
)
|
|||
Proceeds from land activity, net
|
|
223,240
|
|
|
0
|
|
|
(4,106
|
)
|
|||
Deposit for purchase of building and land
|
|
(126,435
|
)
|
|
0
|
|
|
0
|
|
|||
Strategic investments
|
|
(93,725
|
)
|
|
(31,160
|
)
|
|
(9,695
|
)
|
|||
Purchases of marketable securities
|
|
(780,540
|
)
|
|
(558,703
|
)
|
|
(1,021,287
|
)
|
|||
Sales of marketable securities
|
|
243,845
|
|
|
1,038,284
|
|
|
706,893
|
|
|||
Maturities of marketable securities
|
|
87,638
|
|
|
36,436
|
|
|
144,623
|
|
|||
Capital expenditures
|
|
(290,454
|
)
|
|
(299,110
|
)
|
|
(175,601
|
)
|
|||
Net cash used in investing activities
|
|
(698,360
|
)
|
|
(2,431,555
|
)
|
|
(938,918
|
)
|
|||
Financing activities:
|
|
|
|
|
|
|
||||||
Proceeds from borrowings on convertible senior notes, net
|
|
0
|
|
|
1,132,750
|
|
|
0
|
|
|||
Proceeds from issuance of warrants
|
|
0
|
|
|
84,800
|
|
|
0
|
|
|||
Purchase of convertible note hedge
|
|
0
|
|
|
(153,800
|
)
|
|
0
|
|
|||
Proceeds from term loan, net
|
|
0
|
|
|
298,500
|
|
|
0
|
|
|||
Proceeds from revolving credit facility, net
|
|
297,325
|
|
|
0
|
|
|
0
|
|
|||
Proceeds from employee stock plans
|
|
308,989
|
|
|
289,931
|
|
|
351,366
|
|
|||
Excess tax benefits from employee stock plans
|
|
7,730
|
|
|
8,144
|
|
|
14,933
|
|
|||
Payments on convertible senior notes
|
|
(568,862
|
)
|
|
(5,992
|
)
|
|
0
|
|
|||
Principal payments on capital lease obligations
|
|
(70,663
|
)
|
|
(41,099
|
)
|
|
(31,754
|
)
|
|||
Payments on term loan
|
|
(285,000
|
)
|
|
(15,000
|
)
|
|
0
|
|
|||
Net cash provided by (used in) financing activities
|
|
(310,481
|
)
|
|
1,598,234
|
|
|
334,545
|
|
|||
Effect of exchange rate changes
|
|
(38,391
|
)
|
|
(7,758
|
)
|
|
7,437
|
|
|||
Net increase in cash and cash equivalents
|
|
126,482
|
|
|
34,390
|
|
|
139,961
|
|
|||
Cash and cash equivalents, beginning of period
|
|
781,635
|
|
|
747,245
|
|
|
607,284
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
908,117
|
|
|
$
|
781,635
|
|
|
$
|
747,245
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Supplemental cash flow disclosure:
|
|
|
|
|
|
|
||||||
Cash paid during the period for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
24,684
|
|
|
$
|
21,503
|
|
|
$
|
6,890
|
|
Income taxes, net of tax refunds
|
|
$
|
36,219
|
|
|
$
|
28,870
|
|
|
$
|
53,089
|
|
Non-cash financing and investing activities:
|
|
|
|
|
|
|
||||||
Fixed assets acquired under capital leases
|
|
$
|
124,099
|
|
|
$
|
492,810
|
|
|
$
|
33,392
|
|
Building in progress - leased facility acquired under financing obligation
|
|
$
|
85,118
|
|
|
$
|
40,171
|
|
|
$
|
0
|
|
Fair value of equity awards assumed
|
|
$
|
1,050
|
|
|
$
|
19,037
|
|
|
$
|
37,898
|
|
Fair value of common stock issued as consideration for business combinations
|
|
$
|
338,033
|
|
|
$
|
69,533
|
|
|
$
|
202,161
|
|
•
|
the best estimate of selling price of the deliverables included in multiple deliverable revenue arrangements,
|
•
|
the fair value of assets acquired and liabilities assumed for business combinations,
|
•
|
the recognition, measurement and valuation of current and deferred income taxes,
|
•
|
the fair value of convertible notes,
|
•
|
the fair value of stock awards issued and related forfeiture rates,
|
•
|
the valuation of strategic investments and the determination of other-than-temporary impairments, and
|
•
|
the assessment of determination of impairment of long-lived assets (property and equipment, goodwill and identified intangibles).
|
•
|
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.
|
Computer, equipment and software
|
3 to 9 years
|
Furniture and fixtures
|
5 years
|
Leasehold improvements
|
Shorter of the estimated 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
|
|
|
Fiscal Year Ended January 31,
|
|
|
||||||||||||
Stock Options
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
||||||
Volatility
|
|
37
|
|
%
|
|
37-43
|
|
%
|
|
43 - 51
|
|
%
|
|
|||
Estimated life
|
|
3.6 years
|
|
|
|
3.4 years
|
|
|
|
3.7 years
|
|
|
|
|||
Risk-free interest rate
|
|
1.12-1.53
|
|
%
|
|
0.48-1.21
|
|
%
|
|
0.43-0.77
|
|
%
|
|
|||
Weighted-average fair value per share of grants
|
|
$
|
17.20
|
|
|
|
$
|
14.08
|
|
|
|
$
|
12.94
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
Fiscal Year Ended January 31,
|
|
|
||||||||||||
ESPP
|
|
2015
|
|
|
2014
|
|
|
2013
|
|
|
||||||
Volatility
|
|
32-35
|
|
%
|
|
31-35
|
|
%
|
|
39 - 46
|
|
%
|
|
|||
Estimated life
|
|
0.75 years
|
|
|
|
0.75 years
|
|
|
|
0.75 years
|
|
|
|
|||
Risk-free interest rate
|
|
0.07-0.23
|
|
%
|
|
0.07-0.10
|
|
%
|
|
0.03-0.22
|
|
%
|
|
|||
Weighted-average fair value per share of grants
|
|
$
|
14.56
|
|
|
|
$
|
10.30
|
|
|
|
$
|
11.39
|
|
|
|
Investments classified as Marketable Securities
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
Corporate notes and obligations
|
$
|
605,724
|
|
|
$
|
3,031
|
|
|
$
|
(481
|
)
|
|
$
|
608,274
|
|
U.S. treasury securities
|
73,226
|
|
|
257
|
|
|
(1
|
)
|
|
73,482
|
|
||||
Mortgage backed obligations
|
44,181
|
|
|
159
|
|
|
(415
|
)
|
|
43,925
|
|
||||
Asset backed securities
|
120,049
|
|
|
131
|
|
|
(43
|
)
|
|
120,137
|
|
||||
Municipal securities
|
36,447
|
|
|
115
|
|
|
(25
|
)
|
|
36,537
|
|
||||
Foreign government obligations
|
12,023
|
|
|
278
|
|
|
0
|
|
|
12,301
|
|
||||
U.S. agency obligations
|
19,488
|
|
|
26
|
|
|
(4
|
)
|
|
19,510
|
|
||||
Covered bonds
|
66,816
|
|
|
1,185
|
|
|
0
|
|
|
68,001
|
|
||||
Total marketable securities
|
$
|
977,954
|
|
|
$
|
5,182
|
|
|
$
|
(969
|
)
|
|
$
|
982,167
|
|
Investments classified as Marketable Securities
|
Amortized
Cost
|
|
Unrealized
Gains
|
|
Unrealized
Losses
|
|
Fair Value
|
||||||||
Corporate notes and obligations
|
$
|
340,706
|
|
|
$
|
1,314
|
|
|
$
|
(170
|
)
|
|
$
|
341,850
|
|
U.S. treasury securities
|
16,016
|
|
|
28
|
|
|
0
|
|
|
16,044
|
|
||||
Mortgage backed obligations
|
24,888
|
|
|
281
|
|
|
(93
|
)
|
|
25,076
|
|
||||
Asset backed securities
|
38,213
|
|
|
39
|
|
|
(35
|
)
|
|
38,217
|
|
||||
Municipal securities
|
2,000
|
|
|
1
|
|
|
(3
|
)
|
|
1,998
|
|
||||
Foreign government obligations
|
24,305
|
|
|
171
|
|
|
(2
|
)
|
|
24,474
|
|
||||
U.S. agency obligations
|
14,726
|
|
|
9
|
|
|
(10
|
)
|
|
14,725
|
|
||||
Covered bonds
|
76,282
|
|
|
717
|
|
|
(1
|
)
|
|
76,998
|
|
||||
Total marketable securities
|
$
|
537,136
|
|
|
$
|
2,560
|
|
|
$
|
(314
|
)
|
|
$
|
539,382
|
|
|
As of
|
||||||
|
January 31,
2015 |
|
January 31,
2014 |
||||
Recorded as follows:
|
|
|
|
||||
Short-term (due in one year or less)
|
$
|
87,312
|
|
|
$
|
57,139
|
|
Long-term (due after one year)
|
894,855
|
|
|
482,243
|
|
||
|
$
|
982,167
|
|
|
$
|
539,382
|
|
|
Less than 12 Months
|
|
12 Months or Greater
|
|
Total
|
||||||||||||||||||
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
|
Fair Value
|
|
Unrealized
Losses
|
||||||||||||
Corporate notes and obligations
|
$
|
185,716
|
|
|
$
|
(468
|
)
|
|
$
|
2,650
|
|
|
$
|
(13
|
)
|
|
$
|
188,366
|
|
|
$
|
(481
|
)
|
U.S. treasury securities
|
3,005
|
|
|
(1
|
)
|
|
0
|
|
|
0
|
|
|
3,005
|
|
|
(1
|
)
|
||||||
Mortgage backed obligations
|
30,853
|
|
|
(397
|
)
|
|
1,461
|
|
|
(18
|
)
|
|
32,314
|
|
|
(415
|
)
|
||||||
Asset backed securities
|
52,796
|
|
|
(39
|
)
|
|
1,633
|
|
|
(4
|
)
|
|
54,429
|
|
|
(43
|
)
|
||||||
Municipal securities
|
10,552
|
|
|
(24
|
)
|
|
999
|
|
|
(1
|
)
|
|
11,551
|
|
|
(25
|
)
|
||||||
U.S. agency obligations
|
1,996
|
|
|
(4
|
)
|
|
0
|
|
|
0
|
|
|
1,996
|
|
|
(4
|
)
|
||||||
|
$
|
284,918
|
|
|
$
|
(933
|
)
|
|
$
|
6,743
|
|
|
$
|
(36
|
)
|
|
$
|
291,661
|
|
|
$
|
(969
|
)
|
Description
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balances as of
January 31, 2015
|
||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
$
|
0
|
|
|
$
|
292,487
|
|
|
$
|
0
|
|
|
$
|
292,487
|
|
Money market mutual funds
|
13,983
|
|
|
0
|
|
|
0
|
|
|
13,983
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
0
|
|
|
608,274
|
|
|
0
|
|
|
608,274
|
|
||||
U.S. treasury securities
|
0
|
|
|
73,482
|
|
|
0
|
|
|
73,482
|
|
||||
Mortgage backed obligations
|
0
|
|
|
43,925
|
|
|
0
|
|
|
43,925
|
|
||||
Asset backed securities
|
0
|
|
|
120,137
|
|
|
0
|
|
|
120,137
|
|
||||
Municipal securities
|
0
|
|
|
36,537
|
|
|
0
|
|
|
36,537
|
|
||||
Foreign government obligations
|
0
|
|
|
12,301
|
|
|
0
|
|
|
12,301
|
|
||||
U.S. agency obligations
|
0
|
|
|
19,510
|
|
|
0
|
|
|
19,510
|
|
||||
Covered bonds
|
0
|
|
|
68,001
|
|
|
0
|
|
|
68,001
|
|
||||
Foreign currency derivative contracts (2)
|
0
|
|
|
10,611
|
|
|
0
|
|
|
10,611
|
|
||||
Total Assets
|
$
|
13,983
|
|
|
$
|
1,285,265
|
|
|
$
|
0
|
|
|
$
|
1,299,248
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivative contracts (3)
|
$
|
0
|
|
|
$
|
5,694
|
|
|
$
|
0
|
|
|
$
|
5,694
|
|
Total Liabilities
|
$
|
0
|
|
|
$
|
5,694
|
|
|
$
|
0
|
|
|
$
|
5,694
|
|
Description
|
Quoted Prices in
Active Markets
for Identical Assets
(Level 1)
|
|
Significant Other
Observable Inputs (Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
|
Balances as of
January 31, 2014
|
||||||||
Cash equivalents (1):
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
$
|
0
|
|
|
$
|
212,700
|
|
|
$
|
0
|
|
|
$
|
212,700
|
|
Money market mutual funds
|
87,898
|
|
|
0
|
|
|
0
|
|
|
87,898
|
|
||||
Marketable securities:
|
|
|
|
|
|
|
|
||||||||
Corporate notes and obligations
|
0
|
|
|
341,850
|
|
|
0
|
|
|
341,850
|
|
||||
U.S. treasury securities
|
0
|
|
|
16,044
|
|
|
0
|
|
|
16,044
|
|
||||
Mortgage backed obligations
|
0
|
|
|
25,076
|
|
|
0
|
|
|
25,076
|
|
||||
Asset backed securities
|
0
|
|
|
38,217
|
|
|
0
|
|
|
38,217
|
|
||||
Municipal securities
|
0
|
|
|
1,998
|
|
|
0
|
|
|
1,998
|
|
||||
Foreign government obligations
|
0
|
|
|
24,474
|
|
|
0
|
|
|
24,474
|
|
||||
U.S. agency obligations
|
0
|
|
|
14,725
|
|
|
0
|
|
|
14,725
|
|
||||
Covered bonds
|
0
|
|
|
76,998
|
|
|
0
|
|
|
76,998
|
|
||||
Foreign currency derivative contracts (2)
|
0
|
|
|
1,598
|
|
|
0
|
|
|
1,598
|
|
||||
Total Assets
|
$
|
87,898
|
|
|
$
|
753,680
|
|
|
$
|
0
|
|
|
$
|
841,578
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Foreign currency derivative contracts (3)
|
$
|
0
|
|
|
$
|
1,801
|
|
|
$
|
0
|
|
|
$
|
1,801
|
|
Total Liabilities
|
$
|
0
|
|
|
$
|
1,801
|
|
|
$
|
0
|
|
|
$
|
1,801
|
|
|
As of January 31,
|
||||||
|
2015
|
|
2014
|
||||
Notional amount of foreign currency derivative contracts
|
$
|
942,086
|
|
|
$
|
563,060
|
|
Fair value of foreign currency derivative contracts
|
$
|
4,917
|
|
|
$
|
(203
|
)
|
|
|
Fair Value of Derivative Instruments
|
||||||
|
|
As of January 31,
|
||||||
|
Balance Sheet Location
|
2015
|
|
2014
|
||||
Derivative Assets
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||
Foreign currency derivative contracts
|
Prepaid expenses and other current assets
|
$
|
10,611
|
|
|
$
|
1,598
|
|
Derivative Liabilities
|
|
|
|
|
||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||
Foreign currency derivative contracts
|
Accounts payable, accrued expenses and other liabilities
|
$
|
5,694
|
|
|
$
|
1,801
|
|
|
|
|
|
|
|
|
|
||||||
Derivatives Not Designated as Hedging Instruments
|
Gains (Losses) on Derivative Instruments
Recognized in Income
|
||||||||||||
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
Location
|
|
2015
|
|
2014
|
|
2013
|
||||||
Foreign currency derivative contracts
|
Other income (expense)
|
|
$
|
(1,186
|
)
|
|
$
|
108
|
|
|
$
|
16,591
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Interest income
|
|
$
|
10,129
|
|
|
$
|
9,512
|
|
|
$
|
17,903
|
|
Realized gains
|
|
517
|
|
|
5,952
|
|
|
5,007
|
|
|||
Realized losses
|
|
(608
|
)
|
|
(5,246
|
)
|
|
(3,348
|
)
|
|||
Total investment income
|
|
$
|
10,038
|
|
|
$
|
10,218
|
|
|
$
|
19,562
|
|
|
As of January 31,
|
||||||
|
2015
|
|
2014
|
||||
Land and building improvements
|
$
|
0
|
|
|
$
|
297,835
|
|
Computers, equipment and software
|
1,171,762
|
|
|
931,171
|
|
||
Furniture and fixtures
|
71,881
|
|
|
58,956
|
|
||
Leasehold improvements
|
376,761
|
|
|
296,390
|
|
||
Building in progress—leased facility
|
125,289
|
|
|
40,171
|
|
||
|
1,745,693
|
|
|
1,624,523
|
|
||
Less accumulated depreciation and amortization
|
(619,827
|
)
|
|
(383,777
|
)
|
||
|
$
|
1,125,866
|
|
|
$
|
1,240,746
|
|
|
Fair Value
|
||
Cash
|
$
|
1,123
|
|
Common stock (6,320,735 shares)
|
338,033
|
|
|
Fair value of stock options and restricted stock awards assumed
|
1,050
|
|
|
Total
|
$
|
340,206
|
|
|
Fair Value
|
||
Cash
|
$
|
39,194
|
|
Intangible assets
|
16,200
|
|
|
Goodwill
|
289,857
|
|
|
Current and noncurrent liabilities
|
(4,700
|
)
|
|
Deferred tax liability
|
(345
|
)
|
|
Net assets acquired
|
$
|
340,206
|
|
|
Fair Value
|
|
Useful Life
|
||
Developed technology
|
$
|
14,470
|
|
|
7 years
|
Customer relationships and other purchased intangible assets
|
1,730
|
|
|
1-3 years
|
|
Total
|
$
|
16,200
|
|
|
|
|
|
||
|
Fair value
|
||
Cash
|
$
|
2,567,098
|
|
Fair value of equity awards assumed
|
17,428
|
|
|
Total
|
$
|
2,584,526
|
|
|
|
|
|
||
|
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
|
1,848,653
|
|
|
Accounts payable, accrued expenses and other liabilities
|
(65,636
|
)
|
|
Deferred revenue, current and noncurrent
|
(46,615
|
)
|
|
Customer liability, current and noncurrent
|
(144,792
|
)
|
|
Other liabilities, noncurrent
|
(3,104
|
)
|
|
Deferred tax liability
|
(159,462
|
)
|
|
Net assets acquired
|
$
|
2,584,526
|
|
|
|
Fair Value
|
|
Useful Life
|
||
Developed technologies
|
|
$
|
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
|
|
|
|
|
|
||
|
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
|
|
|
|
||
|
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
|
|
|
|
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
|
|
|
|
Balance as of January 31, 2013
|
$
|
1,529,378
|
|
EdgeSpring
|
107,165
|
|
|
ExactTarget
|
1,848,653
|
|
|
Other Acquisitions
|
20,646
|
|
|
Finalization of acquisition date fair values
|
(5,019
|
)
|
|
Balance as of January 31, 2014
|
$
|
3,500,823
|
|
RelateIQ
|
289,857
|
|
|
Finalization of acquisition date fair values
|
(8,020
|
)
|
|
Balance as of January 31, 2015
|
$
|
3,782,660
|
|
|
|
Gross
Fair Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Weighted
Average
Remaining
Useful Life
|
||||||
Acquired developed technology
|
|
$
|
674,160
|
|
|
$
|
(371,997
|
)
|
|
$
|
302,163
|
|
|
4.3
|
Customer relationships
|
|
409,603
|
|
|
(107,245
|
)
|
|
302,358
|
|
|
6.1
|
|||
Trade name and trademark
|
|
38,980
|
|
|
(17,142
|
)
|
|
21,838
|
|
|
1.0
|
|||
Territory rights and other
|
|
12,355
|
|
|
(6,522
|
)
|
|
5,833
|
|
|
3.1
|
|||
Total
|
|
$
|
1,135,098
|
|
|
$
|
(502,906
|
)
|
|
$
|
632,192
|
|
|
5.0
|
|
|
Gross
Fair Value
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
|
Weighted
Average
Remaining
Useful Life
|
||||||
Acquired developed technology
|
|
$
|
659,770
|
|
|
$
|
(281,766
|
)
|
|
$
|
378,004
|
|
|
4.9
|
Customer relationships
|
|
409,135
|
|
|
(53,669
|
)
|
|
355,466
|
|
|
7.0
|
|||
Trade name and trademark
|
|
38,930
|
|
|
(8,721
|
)
|
|
30,209
|
|
|
9.0
|
|||
Territory rights
|
|
11,125
|
|
|
(3,963
|
)
|
|
7,162
|
|
|
3.8
|
|||
|
|
$
|
1,118,960
|
|
|
$
|
(348,119
|
)
|
|
$
|
770,841
|
|
|
6.0
|
|
|
||
Fiscal Period:
|
|
||
Fiscal 2016
|
$
|
154,776
|
|
Fiscal 2017
|
125,144
|
|
|
Fiscal 2018
|
114,041
|
|
|
Fiscal 2019
|
100,533
|
|
|
Fiscal 2020
|
73,191
|
|
|
Thereafter
|
64,507
|
|
|
Total amortization expense
|
$
|
632,192
|
|
|
Par Value Outstanding
|
|
Equity
Component Recorded at Issuance
|
|
Liability Component of Par Value as of January 31,
|
||||||||||
(In thousands)
|
2015
|
|
2014
|
||||||||||||
0.75% Convertible Senior Notes due January 15, 2015
|
$
|
0
|
|
|
$
|
125,530
|
|
(1)
|
$
|
0
|
|
|
$
|
542,159
|
|
0.25% Convertible Senior Notes due April 1, 2018
|
1,150,000
|
|
|
122,421
|
|
(2)
|
1,070,692
|
|
|
1,046,930
|
|
|
Conversion
Rate per $1,000
Par Value
|
|
Initial
Conversion
Price per
Share
|
|
Convertible Date
|
|||
0.25% Senior Notes
|
15.0512
|
|
|
$
|
66.44
|
|
|
January 1, 2018
|
•
|
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
0.25%
Senior Notes is less than
98%
of the product of the sale price of the Company’s common stock and the conversion rate;
|
•
|
upon the occurrence of specified corporate transactions described under the
0.25%
Senior Notes indenture, such as a consolidation, merger or binding share exchange; or
|
•
|
at any time on or after the convertible date noted above.
|
|
As of
|
||||||
|
January 31,
2015 |
|
January 31,
2014 |
||||
Liability component :
|
|
|
|
||||
Principal:
|
|
|
|
||||
0.75% Senior Notes (1)
|
$
|
0
|
|
|
$
|
568,864
|
|
0.25% Senior Notes (1)
|
1,150,000
|
|
|
1,150,000
|
|
||
Less: debt discount, net
|
|
|
|
||||
0.75% Senior Notes
|
0
|
|
|
(26,705
|
)
|
||
0.25% Senior Notes (2)
|
(79,308
|
)
|
|
(103,070
|
)
|
||
Net carrying amount
|
$
|
1,070,692
|
|
|
$
|
1,589,089
|
|
(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
|
|
|
Date
|
|
Proceeds
(in thousands)
|
|
Shares
|
|
Strike
Price
|
|||||
0.75% Warrants
|
January 2010
|
|
$
|
59,300
|
|
|
26,943,812
|
|
|
$
|
29.88
|
|
0.25% Warrants
|
March 2013
|
|
$
|
84,800
|
|
|
17,308,880
|
|
|
$
|
90.40
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Contractual interest expense
|
|
$
|
10,224
|
|
|
$
|
10,195
|
|
|
$
|
4,313
|
|
Amortization of debt issuance costs
|
|
4,622
|
|
|
4,470
|
|
|
1,324
|
|
|||
Amortization of debt discount
|
|
36,575
|
|
|
46,942
|
|
|
25,131
|
|
|||
|
|
$
|
51,421
|
|
|
$
|
61,607
|
|
|
$
|
30,768
|
|
|
As of
|
||||||
|
January 31,
2015 |
|
January 31,
2014 |
||||
Deferred income taxes, net
|
$
|
35,528
|
|
|
$
|
49,279
|
|
Prepaid income taxes
|
21,514
|
|
|
23,571
|
|
||
Customer contract asset
|
16,620
|
|
|
77,368
|
|
||
Prepaid expenses and other current assets
|
206,892
|
|
|
158,962
|
|
||
|
$
|
280,554
|
|
|
$
|
309,180
|
|
|
As of
|
||||||
|
January 31,
2015 |
|
January 31,
2014 |
||||
Capitalized internal-use software development costs, net of accumulated amortization of $136,314 and $101,687, respectively
|
$
|
96,617
|
|
|
$
|
72,915
|
|
Acquired developed technology, net of accumulated amortization of $392,736 and $294,628, respectively
|
336,781
|
|
|
409,002
|
|
||
|
$
|
433,398
|
|
|
$
|
481,917
|
|
|
As of
|
||||||
|
January 31,
2015 |
|
January 31,
2014 |
||||
Deferred income taxes, noncurrent, net
|
$
|
9,275
|
|
|
$
|
9,691
|
|
Long-term deposits
|
19,715
|
|
|
17,970
|
|
||
Purchased intangible assets, net of accumulated amortization of $130,968 and $66,399, respectively
|
329,971
|
|
|
416,119
|
|
||
Acquired intellectual property, net of accumulated amortization of $15,695 and $11,304, respectively
|
15,879
|
|
|
11,957
|
|
||
Strategic investments
|
175,774
|
|
|
92,489
|
|
||
Customer contract asset
|
1,447
|
|
|
18,182
|
|
||
Other
|
76,259
|
|
|
47,082
|
|
||
|
$
|
628,320
|
|
|
$
|
613,490
|
|
|
As of
|
||||||
|
January 31,
2015 |
|
January 31,
2014 |
||||
Accounts payable
|
$
|
95,537
|
|
|
$
|
64,988
|
|
Accrued compensation
|
457,102
|
|
|
397,002
|
|
||
Accrued other liabilities
|
321,032
|
|
|
235,543
|
|
||
Accrued income and other taxes payable
|
184,844
|
|
|
153,026
|
|
||
Accrued professional costs
|
16,889
|
|
|
15,864
|
|
||
Customer liability, current
|
13,084
|
|
|
53,957
|
|
||
Accrued rent
|
14,847
|
|
|
13,944
|
|
||
|
$
|
1,103,335
|
|
|
$
|
934,324
|
|
|
As of
|
||||||
|
January 31,
2015 |
|
January 31,
2014 |
||||
Deferred income taxes and income taxes payable
|
$
|
94,396
|
|
|
$
|
108,760
|
|
Customer liability, noncurrent
|
1,026
|
|
|
13,953
|
|
||
Financing obligation, building in progress-leased facility
|
125,289
|
|
|
40,171
|
|
||
Long-term lease liabilities and other
|
701,612
|
|
|
594,303
|
|
||
|
$
|
922,323
|
|
|
$
|
757,187
|
|
|
|
|
Options Outstanding
|
||||||||||
|
Shares
Available for
Grant
|
|
Outstanding
Stock
Options
|
|
Weighted-
Average
Exercise Price
|
|
Aggregate
Intrinsic Value
(in thousands)
|
||||||
Balance as of January 31, 2014
|
55,852,536
|
|
|
28,604,045
|
|
|
$
|
34.26
|
|
|
|
||
Increase in shares authorized:
|
|
|
|
|
|
|
|
||||||
2013 Equity Incentive Plan
|
3,943,052
|
|
|
0
|
|
|
0.00
|
|
|
|
|||
2014 Inducement Equity Incentive Plan
|
1,007,381
|
|
|
0
|
|
|
0.00
|
|
|
|
|||
2011 Relate IQ Plan
|
291,361
|
|
|
0
|
|
|
0.00
|
|
|
|
|||
Options granted under all plans
|
(9,506,412
|
)
|
|
9,506,412
|
|
|
57.87
|
|
|
|
|||
Restricted stock activity
|
(18,781,110
|
)
|
|
0
|
|
|
0.00
|
|
|
|
|||
Stock grants to board and advisory board members
|
(226,883
|
)
|
|
0
|
|
|
0.00
|
|
|
|
|||
Exercised
|
0
|
|
|
(7,307,213
|
)
|
|
24.17
|
|
|
|
|||
Plan shares expired
|
(3,135,270
|
)
|
|
0
|
|
|
0.00
|
|
|
|
|||
Canceled
|
1,344,883
|
|
|
(1,344,883
|
)
|
|
34.80
|
|
|
|
|||
Balance as of January 31, 2015
|
30,789,538
|
|
|
29,458,361
|
|
|
$
|
44.36
|
|
|
$
|
379,380,854
|
|
Vested or expected to vest
|
|
|
27,308,293
|
|
|
$
|
43.65
|
|
|
$
|
369,299,016
|
|
|
Exercisable as of January 31, 2015
|
|
|
11,253,182
|
|
|
$
|
34.37
|
|
|
$
|
248,524,393
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||
Range of Exercise
Prices
|
|
Number
Outstanding
|
|
Weighted-
Average
Remaining
Contractual Life
(Years)
|
|
Weighted-
Average
Exercise
Price
|
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
||||||
$0.58 to $27.06
|
|
4,664,939
|
|
|
2.9
|
|
$
|
22.13
|
|
|
3,282,371
|
|
|
$
|
21.81
|
|
$27.56 to $35.87
|
|
4,517,449
|
|
|
1.4
|
|
34.72
|
|
|
3,856,881
|
|
|
35.06
|
|
||
$36.28 to $39.09
|
|
4,854,143
|
|
|
2.8
|
|
38.43
|
|
|
2,432,030
|
|
|
38.45
|
|
||
$40.19 to $52.14
|
|
714,631
|
|
|
4.9
|
|
43.10
|
|
|
199,032
|
|
|
43.25
|
|
||
$52.30
|
|
5,023,786
|
|
|
5.8
|
|
52.30
|
|
|
1,396,493
|
|
|
52.30
|
|
||
$53.60 to $57.79
|
|
2,107,390
|
|
|
6.3
|
|
55.12
|
|
|
66,323
|
|
|
54.28
|
|
||
$59.34 to $63.66
|
|
7,576,023
|
|
|
6.8
|
|
59.46
|
|
|
20,052
|
|
|
59.37
|
|
||
|
|
29,458,361
|
|
|
4.4
|
|
$
|
44.36
|
|
|
11,253,182
|
|
|
$
|
34.37
|
|
Options outstanding
|
29,458,361
|
|
Restricted stock awards and units outstanding
|
23,144,008
|
|
Stock available for future grant:
|
|
|
2013 Equity Incentive Plan
|
30,202,139
|
|
2014 Inducement Equity Incentive Plan
|
587,399
|
|
2004 Employee Stock Purchase Plan
|
2,849,542
|
|
Convertible senior notes
|
17,308,880
|
|
Warrants
|
17,308,880
|
|
|
120,859,209
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
893
|
|
|
$
|
(10,431
|
)
|
|
$
|
12,896
|
|
State
|
|
1,388
|
|
|
(245
|
)
|
|
3,021
|
|
|||
Foreign
|
|
50,493
|
|
|
39,784
|
|
|
30,261
|
|
|||
Total
|
|
52,774
|
|
|
29,108
|
|
|
46,178
|
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
|
8,771
|
|
|
(128,798
|
)
|
|
72,656
|
|
|||
State
|
|
(10,830
|
)
|
|
(22,012
|
)
|
|
28,538
|
|
|||
Foreign
|
|
(1,112
|
)
|
|
(4,058
|
)
|
|
(4,721
|
)
|
|||
Total
|
|
(3,171
|
)
|
|
(154,868
|
)
|
|
96,473
|
|
|||
Provision for (benefit from) for income taxes
|
|
$
|
49,603
|
|
|
$
|
(125,760
|
)
|
|
$
|
142,651
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
U.S. federal taxes at statutory rate
|
|
$
|
(74,580
|
)
|
|
$
|
(125,277
|
)
|
|
$
|
(44,729
|
)
|
State, net of the federal benefit
|
|
(5,332
|
)
|
|
(10,780
|
)
|
|
(969
|
)
|
|||
Foreign taxes in excess of the U.S. statutory rate
|
|
29,880
|
|
|
33,412
|
|
|
16,931
|
|
|||
Change in valuation allowance
|
|
100,143
|
|
|
(25,048
|
)
|
|
186,806
|
|
|||
Tax credits
|
|
(28,056
|
)
|
|
(22,293
|
)
|
|
(17,670
|
)
|
|||
Non-deductible expenses
|
|
26,224
|
|
|
21,407
|
|
|
4,807
|
|
|||
Tax expense/(benefit) from acquisitions
|
|
2,341
|
|
|
1,811
|
|
|
(3,568
|
)
|
|||
Other, net
|
|
(1,017
|
)
|
|
1,008
|
|
|
1,043
|
|
|||
|
|
$
|
49,603
|
|
|
$
|
(125,760
|
)
|
|
$
|
142,651
|
|
|
|
As of January 31,
|
||||||
|
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
252,858
|
|
|
$
|
259,465
|
|
Deferred stock-based expense
|
|
96,753
|
|
|
82,840
|
|
||
Tax credits
|
|
152,715
|
|
|
107,381
|
|
||
Deferred rent expense
|
|
58,849
|
|
|
47,063
|
|
||
Accrued liabilities
|
|
92,506
|
|
|
79,235
|
|
||
Deferred revenue
|
|
15,664
|
|
|
8,522
|
|
||
Basis difference on investment
|
|
24,637
|
|
|
11,999
|
|
||
Financing obligation
|
|
84,095
|
|
|
63,673
|
|
||
Other
|
|
20,017
|
|
|
17,762
|
|
||
Total deferred tax assets
|
|
798,094
|
|
|
677,940
|
|
||
Less valuation allowance
|
|
(293,097
|
)
|
|
(180,223
|
)
|
||
Deferred tax assets, net of valuation allowance
|
|
504,997
|
|
|
497,717
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Deferred commissions
|
|
(107,197
|
)
|
|
(87,625
|
)
|
||
Purchased intangibles
|
|
(213,920
|
)
|
|
(259,409
|
)
|
||
Unrealized gains on investments
|
|
(1,793
|
)
|
|
(5,232
|
)
|
||
Depreciation and amortization
|
|
(171,908
|
)
|
|
(144,752
|
)
|
||
Other
|
|
(3,157
|
)
|
|
(3,599
|
)
|
||
Total deferred tax liabilities
|
|
(497,975
|
)
|
|
(500,617
|
)
|
||
Net deferred tax assets
|
|
$
|
7,022
|
|
|
$
|
(2,900
|
)
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Balance as of February 1,
|
|
$
|
102,275
|
|
|
$
|
75,144
|
|
|
$
|
51,971
|
|
Tax positions taken in prior period:
|
|
|
|
|
|
|
||||||
Gross increases
|
|
17,938
|
|
|
8,420
|
|
|
7,304
|
|
|||
Gross decreases
|
|
(1,967
|
)
|
|
(4,466
|
)
|
|
(4,460
|
)
|
|||
Tax positions taken in current period:
|
|
|
|
|
|
|
||||||
Gross increases
|
|
34,226
|
|
|
27,952
|
|
|
24,401
|
|
|||
Settlements
|
|
0
|
|
|
0
|
|
|
(121
|
)
|
|||
Lapse of statute of limitations
|
|
(1,224
|
)
|
|
(5,205
|
)
|
|
(4,159
|
)
|
|||
Currency translation effect
|
|
(5,060
|
)
|
|
430
|
|
|
208
|
|
|||
Balance as of January 31,
|
|
$
|
146,188
|
|
|
$
|
102,275
|
|
|
$
|
75,144
|
|
|
|
Fiscal Year Ended January 31,
|
||||||||||
|
|
2015
|
|
2014
|
|
2013
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(262,688
|
)
|
|
$
|
(232,175
|
)
|
|
$
|
(270,445
|
)
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted-average shares outstanding for basic loss per share
|
|
624,148
|
|
|
597,613
|
|
|
564,896
|
|
|||
Effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Convertible senior notes
|
|
0
|
|
|
0
|
|
|
0
|
|
|||
Employee stock awards
|
|
0
|
|
|
0
|
|
|
0
|
|
|||
Warrants
|
|
0
|
|
|
0
|
|
|
0
|
|
|||
Adjusted weighted-average shares outstanding and assumed conversions for diluted loss per share
|
|
624,148
|
|
|
597,613
|
|
|
564,896
|
|
|
|
Fiscal Year Ended January 31,
|
|||||||
|
|
2015
|
|
2014
|
|
2013
|
|||
Stock awards
|
|
22,157
|
|
|
19,664
|
|
|
30,068
|
|
Convertible senior notes
|
|
25,953
|
|
|
43,965
|
|
|
26,940
|
|
Warrants
|
|
37,517
|
|
|
44,253
|
|
|
26,944
|
|
|
Capital
Leases
|
|
Operating
Leases
|
|
Financing Obligation, Building in Progress-Leased Facility(1)
|
||||||
Fiscal Period:
|
|
|
|
|
|
||||||
Fiscal 2016
|
$
|
104,825
|
|
|
$
|
289,547
|
|
|
$
|
1,777
|
|
Fiscal 2017
|
113,982
|
|
|
267,377
|
|
|
16,877
|
|
|||
Fiscal 2018
|
118,259
|
|
|
224,359
|
|
|
21,107
|
|
|||
Fiscal 2019
|
112,807
|
|
|
186,936
|
|
|
21,551
|
|
|||
Fiscal 2020
|
201,471
|
|
|
186,385
|
|
|
21,995
|
|
|||
Thereafter
|
0
|
|
|
1,124,370
|
|
|
252,517
|
|
|||
Total minimum lease payments
|
651,344
|
|
|
$
|
2,278,974
|
|
|
$
|
335,824
|
|
|
Less: amount representing interest
|
(84,477
|
)
|
|
|
|
|
|||||
Present value of capital lease obligations
|
$
|
566,867
|
|
|
|
|
|
|
|
1st
Quarter |
|
2nd
Quarter |
|
3rd
Quarter |
|
4th
Quarter |
|
Fiscal Year
|
||||||||||
|
|
(in thousands, except per share data)
|
||||||||||||||||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
1,226,772
|
|
|
$
|
1,318,551
|
|
|
$
|
1,383,655
|
|
|
$
|
1,444,608
|
|
|
$
|
5,373,586
|
|
Gross profit
|
|
934,467
|
|
|
1,010,720
|
|
|
1,050,444
|
|
|
1,088,685
|
|
|
4,084,316
|
|
|||||
Loss from operations
|
|
(55,341
|
)
|
|
(33,434
|
)
|
|
(22,042
|
)
|
|
(34,816
|
)
|
|
(145,633
|
)
|
|||||
Net loss
|
|
(96,911
|
)
|
|
(61,088
|
)
|
|
(38,924
|
)
|
|
(65,765
|
)
|
|
(262,688
|
)
|
|||||
Basic net loss per share
|
|
$
|
(0.16
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.42
|
)
|
Diluted net loss per share
|
|
$
|
(0.16
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.06
|
)
|
|
$
|
(0.10
|
)
|
|
$
|
(0.42
|
)
|
Fiscal 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
892,633
|
|
|
$
|
957,094
|
|
|
$
|
1,076,034
|
|
|
$
|
1,145,242
|
|
|
$
|
4,071,003
|
|
Gross profit
|
|
683,639
|
|
|
739,377
|
|
|
807,847
|
|
|
871,712
|
|
|
3,102,575
|
|
|||||
Loss from operations
|
|
(44,540
|
)
|
|
(39,857
|
)
|
|
(97,931
|
)
|
|
(103,746
|
)
|
|
(286,074
|
)
|
|||||
Net income (loss)
|
|
(67,721
|
)
|
|
76,603
|
|
|
(124,434
|
)
|
|
(116,623
|
)
|
|
(232,175
|
)
|
|||||
Basic net income (loss) per share
|
|
$
|
(0.12
|
)
|
|
$
|
0.13
|
|
|
$
|
(0.21
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.39
|
)
|
Diluted net income (loss) per share
|
|
$
|
(0.12
|
)
|
|
$
|
0.12
|
|
|
$
|
(0.21
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.39
|
)
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Description
|
|
Balance at
Beginning of
Year
|
|
Additions
|
|
Deductions
Write-offs
|
|
Balance at
End of Year
|
||||||||
Fiscal year ended January 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
4,769,000
|
|
|
$
|
6,867,000
|
|
|
$
|
(3,490,000
|
)
|
|
$
|
8,146,000
|
|
Fiscal year ended January 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
1,853,000
|
|
|
$
|
7,963,000
|
|
|
$
|
(5,047,000
|
)
|
|
$
|
4,769,000
|
|
Fiscal year ended January 31, 2013
|
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
|
$
|
1,273,000
|
|
|
$
|
6,350,000
|
|
|
$
|
(5,770,000
|
)
|
|
$
|
1,853,000
|
|
|
|
|
|
|
|
|
Dated: March 5, 2015
|
|
|
|
|
||
|
|
|
|
salesforce.com, inc.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/
S
/ M
ARK
H
AWKINS
|
|
|
|
|
|
|
Mark Hawkins
|
|
|
|
|
|
|
Executive Vice President and
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
||||
Dated: March 5, 2015
|
|
|
|
|
||
|
|
|
|
salesforce.com, inc.
|
||
|
|
|
|
|||
|
|
|
|
By:
|
|
/
S
/ J
OE
A
LLANSON
|
|
|
|
|
|
|
Joe Allanson
|
|
|
|
|
|
|
Senior Vice President, Chief Accounting Officer and Corporate Controller
(Principal Accounting Officer)
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ M
ARC
B
ENIOFF
|
|
Chairman of the Board of Directors
and Chief Executive Officer
(Principal Executive Officer)
|
|
March 5, 2015
|
Marc Benioff
|
|
|
||
|
|
|
||
/s/ M
ARK
H
AWKINS
|
|
Executive Vice President
and Chief Financial Officer
(Principal Financial Officer)
|
|
March 5, 2015
|
Mark Hawkins
|
|
|
||
|
|
|
||
/s/ J
OE
A
LLANSON
|
|
Senior Vice President, Chief Accounting
Officer and Corporate Controller
(Principal Accounting Officer)
|
|
March 5, 2015
|
Joe Allanson
|
|
|
||
|
|
|
||
/s/ K
EITH
B
LOCK
|
|
Director, President and Vice Chairman
|
|
March 5, 2015
|
Keith Block
|
|
|
||
|
|
|
||
/s/ C
RAIG
C
ONWAY
|
|
Director
|
|
March 5, 2015
|
Craig Conway
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ A
LAN
H
ASSENFELD
|
|
Director
|
|
March 5, 2015
|
Alan Hassenfeld
|
|
|
||
|
|
|
|
|
/s/ C
OLIN
P
OWELL
|
|
Director
|
|
March 5, 2015
|
Colin Powell
|
|
|
||
|
|
|
||
/s/ S
ANFORD
R. R
OBERTSON
|
|
Director
|
|
March 5, 2015
|
Sanford R. Robertson
|
|
|
||
|
|
|
||
/s/ J
OHN
V. R
OOS
|
|
Director
|
|
March 5, 2015
|
John V. Roos
|
|
|
||
|
|
|
||
/s/ L
AWRENCE
T
OMLINSON
|
|
Director
|
|
March 5, 2015
|
Lawrence Tomlinson
|
|
|
||
|
|
|
||
/s/ R
OBIN
W
ASHINGTON
|
|
Director
|
|
March 5, 2015
|
Robin Washington
|
|
|
||
|
|
|
||
/s/ M
AYNARD
W
EBB
|
|
Director
|
|
March 5, 2015
|
Maynard Webb
|
|
|
||
|
|
|
||
/s/ S
USAN
W
OJCICKI
|
|
Director
|
|
March 5, 2015
|
Susan Wojcicki
|
|
|
Exhibit
No.
|
|
|
|
Provided
Herewith
|
|
Incorporated by Reference
|
|||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
|||||
2.1
|
|
Acquisition Agreement dated as of June 3, 2013, by and among salesforce.com, inc., Excalibur Acquisition Corp. and ExactTarget, Inc.
|
|
|
|
8-K
|
|
001-32224
|
|
2.1
|
|
|
6/4/2013
|
3.1
|
|
Amended and Restated Certificate of Incorporation of salesforce.com, inc.
|
|
|
|
8-K
|
|
001-32224
|
|
3.1
|
|
|
6/11/2013
|
3.2
|
|
Amended and Restated Bylaws of salesforce.com, inc.
|
|
|
|
8-K
|
|
001-32224
|
|
3.2
|
|
|
6/11/2013
|
4.1
|
|
Specimen Common Stock Certificate
|
|
|
|
S-1/A
|
|
333-111289
|
|
4.2
|
|
|
4/20/2004
|
4.2
|
|
Indenture dated March 18, 2013 between salesforce.com, inc. and U.S. Bank National Association including the form of 0.25% Convertible Senior Notes due 2018 therein
|
|
|
|
8-K
|
|
001-32224
|
|
4.1
|
|
|
3/18/2013
|
10.1*
|
|
Form of Indemnification Agreement between salesforce.com, inc. and its officers and directors
|
|
|
|
S-1/A
|
|
333-111289
|
|
10.1
|
|
|
4/20/2004
|
10.2*
|
|
1999 Stock Option Plan, as amended
|
|
|
|
10-K
|
|
001-32224
|
|
10.2
|
|
|
3/15/2006
|
10.3*
|
|
2004 Equity Incentive Plan, as amended
|
|
|
|
10-Q
|
|
001-32224
|
|
10.1
|
|
|
8/22/2008
|
10.4*
|
|
2004 Employee Stock Purchase Plan, as amended
|
|
|
|
10-Q
|
|
001-32224
|
|
10.3
|
|
|
11/29/2011
|
10.5*
|
|
2004 Outside Directors Stock Plan, as amended
|
|
|
|
10-K
|
|
001-32224
|
|
10.5
|
|
|
3/23/2011
|
10.6*
|
|
2006 Inducement Equity Incentive Plan, as amended
|
|
|
|
8-K
|
|
001-32224
|
|
10.1
|
|
|
6/8/2012
|
10.7*
|
|
Kokua Bonus Plan, as amended and restated December 5, 2014, effective February 1, 2015
|
|
X
|
|
|
|
|
|
|
|
|
|
10.8
|
|
Resource Sharing Agreement dated as of January 29, 2009 between salesforce.com, inc., salesforce.com foundation, and salesforce.org
|
|
|
|
10-K
|
|
001-32224
|
|
10.10
|
|
|
3/9/2009
|
10.9
|
|
Reseller Agreement dated as of January 30, 2009 between salesforce.com, inc. and salesforce.org, as amended
|
|
|
|
10-Q
|
|
001-32224
|
|
10.1
|
|
|
5/25/2012
|
10.10*
|
|
Form of Offer Letter for Executive Officers and schedule of omitted details thereto
|
|
|
|
10-K
|
|
001-32224
|
|
10.11
|
|
|
3/9/2012
|
10.11*
|
|
Form of Change of Control and Retention Agreement as entered into with Marc Benioff
|
|
|
|
10-K
|
|
001-32224
|
|
10.13
|
|
|
3/9/2009
|
10.12*
|
|
Form of Change of Control and Retention Agreement as entered into with non-CEO Executive Officers
|
|
|
|
10-K
|
|
001-32224
|
|
10.14
|
|
|
3/9/2009
|
Exhibit
No.
|
|
|
|
Provided
Herewith
|
|
Incorporated by Reference
|
|||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
|||||
10.13
|
|
Form of Convertible Bond Hedge Confirmation
|
|
|
|
8-K
|
|
001-32224
|
|
10.2
|
|
|
3/18/2013
|
10.14
|
|
Form of Warrant Confirmation
|
|
|
|
8-K
|
|
001-32224
|
|
10.3
|
|
|
3/18/2013
|
10.15*
|
|
Employment Offer Letter, dated May 2, 2013 between salesforce.com, inc. and Keith Block
|
|
|
|
8-K
|
|
001-32224
|
|
10.1
|
|
|
6/11/2013
|
10.16*
|
|
2013 Equity Incentive Plan and related forms of equity award agreements
|
|
|
|
8-K
|
|
001-32224
|
|
10.2
|
|
|
6/11/2013
|
10.17
|
|
Credit Agreement, dated as of July 11, 2013, by and among salesforce.com, inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as Administrative Agent
|
|
|
|
8-K
|
|
001-32224
|
|
10.1
|
|
|
7/15/2013
|
10.18
|
|
Office Lease dated as of April 10, 2014 by and between salesforce.com, inc. and Transbay Tower LLC
|
|
|
|
10-Q
|
|
001-32224
|
|
10.2
|
|
|
5/30/2014
|
10.19*
|
|
Transition Services Agreement dated February 27, 2014 by and between salesforce.com and Graham Smith
|
|
|
|
10-Q
|
|
001-32224
|
|
10.3
|
|
|
5/30/2014
|
10.20*
|
|
2014 Inducement Equity Incentive Plan and related forms of equity award agreements
|
|
|
|
8-K
|
|
001-32224
|
|
10.1
|
|
|
7/11/2014
|
10.21*
|
|
Employment Offer Letter, dated June 11, 2014, between salesforce.com, inc. and Mark Hawkins
|
|
|
|
8-K
|
|
001-32224
|
|
10.2
|
|
|
6/30/2014
|
10.22
|
|
Amendment No. 1 to Credit Agreement, dated as of June 30, 2014, by and among salesforce.com, inc., the guarantors from time to time party thereto and Bank of America, N.A., as Administrative Agent
|
|
|
|
10-Q
|
|
001-32224
|
|
10.3
|
|
|
8/26/2014
|
10.23*
|
|
RelateIQ, Inc. 2011 Stock Plan and related forms of equity award agreements
|
|
|
|
S-8
|
|
333-198361
|
|
4.1
|
|
|
8/26/2014
|
10.24
|
|
Credit Agreement, dated as of October 6, 2014, by and among salesforce.com, inc., the guarantors from time to time party thereto, the lenders from time to time party thereto and Wells Fargo Bank, N.A., as Administrative Agent.
|
|
|
|
8-K
|
|
001-32224
|
|
10.10
|
|
|
10/6/2014
|
10.25
|
|
Purchase and Sale Agreement, dated November 10, 2014, between salesforce.com, inc. and 50 Fremont Tower, LLC
|
|
|
|
10-Q
|
|
001-32224
|
|
10.2
|
|
|
11/26/2014
|
Exhibit
No.
|
|
|
|
Provided
Herewith
|
|
Incorporated by Reference
|
|||||||
Exhibit Description
|
|
Form
|
|
SEC File No.
|
|
Exhibit
|
|
Filing Date
|
|||||
10.26*
|
|
Leave of Absence Agreement, dated November 24, 2014, between salesforce.com, inc. and George Hu
|
|
|
|
10-Q
|
|
001-32224
|
|
10.3
|
|
|
11/26/2014
|
10.27
|
|
Letter Agreement between salesforce.com, inc. and Goldman, Sachs & Co., dated December 17, 2014
|
|
|
|
8-K
|
|
001-32224
|
|
10.1
|
|
|
12/19/2014
|
10.28
|
|
Letter Agreement between salesforce.com, inc. and Deutsche Bank AG, London Branch, dated December 17, 2014
|
|
|
|
8-K
|
|
001-32224
|
|
10.2
|
|
|
12/19/2014
|
10.29
|
|
Settlement Agreement between salesforce.com, inc. and Bank of America, N.A., dated December 17, 2014
|
|
|
|
8-K
|
|
001-32224
|
|
10.3
|
|
|
12/19/2014
|
21.1
|
|
List of Subsidiaries
|
|
X
|
|
|
|
|
|
|
|
|
|
23.1
|
|
Consent of Independent Registered Public Accounting Firm
|
|
X
|
|
|
|
|
|
|
|
|
|
24.1
|
|
Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K)
|
|
X
|
|
|
|
|
|
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
|
31.2
|
|
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) or 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
X
|
|
|
|
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
|
|
|
|
|
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
|
|
|
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.DEF
|
|
XBRL Extension Definition
|
|
|
|
|
|
|
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
|
|
|
|
*
|
Indicates a management contract or compensatory plan or arrangement.
|
o
|
Be an active, regular, full-time, part-time or fixed term employee of the Company (or Company subsidiary or affiliate). For the avoidance of doubt, for purposes of the Plan, active employment includes being on a Company-approved leave of absence
|
o
|
Be an employee on the Company’s (or a Company subsidiary’s or Company affiliate’s) payroll on the date of the bonus payment
|
o
|
Be performing at or above his or her leadership’s expectations
|
o
|
Not be on a commission, departmental bonus, Management by Objective, or Marketing Cloud or other ExactTarget bonus plan, or other bonus or incentive compensation plan or arrangement designated by the Administrator, in each case, unless otherwise approved prior to the date the bonus payment is distributed by the Administrator
|
o
|
Have submitted, through such means as determined by the Company, his or her V2MOM (or other employee individual performance objectives, if so determined by the Administrator) for the applicable fiscal year by the applicable deadline established by the Company, unless the Administrator determines that such submission will not be required for the employee (including through a waiver of such requirement at any time prior to the payment date of a Bonus Amount, if any, to the applicable employee for the applicable Company fiscal year). Notwithstanding the foregoing, unless and until the Administrator determines otherwise, an employee on a Company-approved leave of absence during such times as determined by the Company (for purposes of clarity, a Company-approved leave of absence does not include paid-time off, vacation, sabbatical, or similar time off arrangements), shall not be subject to such submission requirements. If the Administrator determines otherwise pursuant to the prior sentence, such V2MOM (or other applicable employee individual performance objectives) submission requirements as the Administrator determines shall apply instead
|
o
|
Have met such other requirements as the Administrator has determined to be applicable for the relevant Bonus Period
|
Name of Entity
|
|
Jurisdiction
|
SFDC Australia Pty. Ltd.
|
|
Australia
|
ExactTarget Pty. Ltd.
|
|
Australia
|
ExactTarget Tecnologia, Ltda.
|
|
Brazil
|
salesforce.com Canada Corporation
|
|
Canada
|
ExactTarget Canada, Inc.
|
|
Canada
|
salesforce.com Information Technology (Shanghai) Co., Ltd.
|
|
China
|
salesforce.com France S.A.S.
|
|
France
|
SFDC France Data Centre SarL
|
|
France
|
EntropySoft S.A.S.
|
|
France
|
ExactTarget S.A.S.
|
|
France
|
salesforce.com Germany GmbH
|
|
Germany
|
ExactTarget GmbH
|
|
Germany
|
SFDC Germany Data Centre GmbH
|
|
Germany
|
salesforce.com Hong Kong Ltd.
|
|
Hong Kong
|
salesforce.com India Private Limited
|
|
India
|
DimDim Software Private Limited
|
|
India
|
SFDC (EMEA) Limited
|
|
Ireland
|
SFDC International Limited
|
|
Ireland
|
SFDC Ireland Limited
|
|
Ireland
|
salesforce.com Israel Ltd.
|
|
Israel
|
Mined Analytics Ltd.
|
|
Israel
|
salesforce.com Italy S.r.l
|
|
Italy
|
Kabushiki Kaisha salesforce.com
|
|
Japan
|
Sforcesystems Korea Limited
|
|
Korea
|
SFDC Luxembourg SARL
|
|
Luxembourg
|
SFDC Mexico S. de R.L. de C.V.
|
|
Mexico
|
SFDC Netherlands B.V.
|
|
Netherlands
|
salesforce.com Singapore Pte. Ltd.
|
|
Singapore
|
Buddy Media Asia Pte. Ltd.
|
|
Singapore
|
ExactTarget Pte. Ltd.
|
|
Singapore
|
salesforce Systems Spain, S.L.
|
|
Spain
|
SFDC Sweden A.B.
|
|
Sweden
|
ExactTarget A.B.
|
|
Sweden
|
salesforce.com sàrl
|
|
Switzerland
|
salesforce.com Taiwan Limited
|
|
Taiwan
|
salesforce.com EMEA Limited (fka SFDC UK Ltd.)
|
|
United Kingdom
|
SFDC EMEA Data Centre Limited
|
|
United Kingdom
|
Informavores Group Ltd.
|
|
United Kingdom
|
Informavores Ltd.
|
|
United Kingdom
|
Informavores Technologies Ltd.
|
|
United Kingdom
|
Buddy Media (UK) Limited
|
|
United Kingdom
|
Brighter Option Ltd.
|
|
United Kingdom
|
ExactTarget Limited
|
|
United Kingdom
|
Bay Jacaranda Holdings, LLC
|
|
United States of America
|
Bay Jacaranda No. 2627, LLC
|
|
United States of America
|
Bay Jacaranda No. 2932, LLC
|
|
United States of America
|
Bay Jacaranda No. 3334, LLC
|
|
United States of America
|
Buddy Media, LLC (fka Buddy Media, Inc.)
|
|
United States of America
|
Clipboard, LLC. (fka Jetcraft Labs, LLC)
|
|
United States of America
|
CloudConnect, LLC (fka CloudConnect, Inc.)
|
|
United States of America
|
EdgeSpring, LLC
|
|
United States of America
|
Entropysoft, LLC
|
|
United States of America
|
iGoDigital Holdings, LLC
|
|
United States of America
|
Pardot LLC
|
|
United States of America
|
salesforce.com, LLC
|
|
United States of America
|
Spinback, LLC
|
|
United States of America
|
Brighter Option, Inc.
|
|
United States of America
|
CoTweet, Inc.
|
|
United States of America
|
DimDim Inc.
|
|
United States of America
|
Do.com, Inc. (fka Akmm, Inc.)
|
|
United States of America
|
ExactTarget, Inc.
|
|
United States of America
|
ExactTarget Brazil Holding Company, LLC (fka ExactTarget Brazil Holding Company, Inc.)
|
|
United States of America
|
Heroku, Inc.
|
|
United States of America
|
|
|
|
iGoDigital, Inc.
|
|
United States of America
|
Prior Knowledge, Inc.
|
|
United States of America
|
RelateIQ LLC
|
|
United States of America
|
Rypple, Inc.
|
|
United States of America
|
salesforce Holdings, LLC
|
|
United States of America
|
SFDC 50 Fremont LLC
|
|
United States of America
|
SFDC Holding Co.
|
|
United States of America
|
•
|
Registration Statement (Form S-8 No. 333-117860) pertaining to the salesforce.com, inc. 1999 Stock Option Plan, 2004 Equity Incentive Plan, 2004 Outside Directors Stock Plan and 2004 Employee Stock Purchase Plan,
|
•
|
Registration Statement (Form S-8 No. 333-123656) pertaining to the salesforce.com, inc. 2004 Equity Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-134467) pertaining to the salesforce.com, inc. 2004 Equity Incentive Plan and 2006 Inducement Equity Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-143161) pertaining to the salesforce.com, inc. 2004 Equity Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-151180) pertaining to the salesforce.com, inc. 2004 Equity Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-159554) pertaining to the salesforce.com, inc. 2004 Equity Incentive Plan and 2006 Inducement Equity Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-167190) pertaining to the salesforce.com, inc. 2004 Equity Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-174209) pertaining to the salesforce.com, inc. 2004 Equity Incentive Plan, 2006 Inducement Equity Incentive Plan and Radian6 Technologies, Inc. Third Amended and Restated Stock Option Plan,
|
•
|
Registration Statement (Form S-3 No. 333-174541) and related prospectus for the registration of 436,167 shares of common stock,
|
•
|
Registration Statement (Form S-8 No. 333-177018) pertaining to the salesforce.com, inc. 2006 Inducement Equity Incentive Plan and Assistly, Inc. 2009 Stock Plan,
|
•
|
Registration Statement (Form S-8 No. 333-178606) pertaining to the Model Metrics, Inc. 2008 Stock Plan,
|
•
|
Registration Statement (Form S-8 No. 333-179317) pertaining to the 2Catalyze, Inc. Second Amended 2008 Stock Option Plan,
|
•
|
Registration Statement (Form S-8 No. 333-181698) pertaining to the salesforce.com, inc. 2004 Equity Incentive Plan and 2004 Employee Stock Purchase Plan,
|
•
|
Registration Statement (Form S-8 No. 333-183580) pertaining to the salesforce.com, inc. 2006 Inducement Equity Incentive Plan and Buddy Media, Inc. 2007 Equity Incentive Plan,
|
•
|
Registration Statement (Form S-3 No. 333-183581) and related prospectus for the registration of 1,680,195 shares of common stock,
|
•
|
Registration Statement (Form S-8 No. 333-183885) pertaining to the Goinstant, Inc. Stock Option Plan of salesforce.com, inc.
|
•
|
Registration Statement (Form S-8 No. 333-188850) pertaining to the salesforce.com, inc. 2004 Equity Incentive Plan and 2004 Employee Stock Purchase Plan,
|
•
|
Registration Statement (Form S-8 No. 333-189249) pertaining to the EdgeSpring, Inc. 2010 Equity Incentive Plan,
|
•
|
Registration Statement (Form S-3 No. 333-189248) and related prospectus for the registration of 2,090,499 shares of common stock,
|
•
|
Registration Statement (Form S-8 No. 333-189801) pertaining to the salesforce.com, inc. 2013 Equity Incentive Plan,
|
•
|
Registration Statement (Form S-8 No. 333-189980) pertaining to the ExactTarget, Inc. 2004 Stock Option Plan and ExactTarget, Inc. 2008 Equity Incentive Plan,
|
•
|
Registration Statement (Form S-3 No. 333-198359) and related prospectus for the registration of 7,189,294 shares of common stock,
|
•
|
Registration Statement (Form S-8 No. 333-198360) pertaining to the 2014 Inducement Equity Incentive Plan, and
|
•
|
Registration Statement (Form S-8 No. 333-198361) pertaining to the RelateIQ, Inc. 2011 Stock Plan;
|
1.
|
I have reviewed this report on Form 10-K of salesforce.com, inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
|
March 5, 2015
|
/s/ M
ARC
B
ENIOFF
|
|
Marc Benioff
|
|
Chairman of the Board of Directors and Chief
Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of salesforce.com, inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting.
|
March 5, 2015
|
/s/ M
ARK
H
AWKINS
|
|
Mark Hawkins
|
|
Executive Vice President and Chief Financial Officer
|
March 5, 2015
|
/s/ M
ARC
B
ENIOFF
|
|
Marc Benioff
|
|
Chairman of the Board of Directors and
Chief Executive Officer
|
March 5, 2015
|
/s/ M
ARK
H
AWKINS
|
|
Mark Hawkins
|
|
Executive Vice President and Chief Financial Officer
|