Stockholders’ Equity

The Company maintains the following stock plans: the ESPP, the 2013 Equity Incentive Plan and the 2014 Inducement Equity Incentive Plan (“2014 Inducement Plan”). The expiration of the 1999 Stock Option Plan (“1999 Plan”) in fiscal 2010 did not affect awards outstanding, which continue to be governed by the terms and conditions of the 1999 Plan.

As of April 30, 2017, $115.6 million has been withheld on behalf of employees for future purchases under the ESPP and is recorded in accounts payable, accrued expenses and other liabilities.

Prior to February 2006, options issued under the Company’s stock option plans generally had a term of 10 years. From February 1, 2006 through July 2013, options issued had a term of five years. After July 2013, options issued have a term of seven years.

The fair value of each stock option grant was estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions and fair value per share:



	Three Months Ended April 30,
Stock Options	2017			2016
Volatility	31.4		%	32.1		%
Estimated life	3.5 years			3.5 years
Risk-free interest rate	1.4 - 1.5		%	0.9 - 1.0		%
Weighted-average fair value per share of grants	$	20.63		$	17.35

The Company estimated its future stock price volatility considering both its observed option-implied volatilities and its historical volatility calculations. Management believes this is the best estimate of the expected volatility over the expected life of its stock options and stock purchase rights.

The estimated life for the stock options was based on an analysis of historical exercise activity. The risk-free interest rate is based on the rate for a U.S. government security with the same estimated life at the time of the option grant and the stock purchase rights.

The estimated forfeiture rate applied is based on historical forfeiture rates. The Company does not anticipate paying any cash dividends in the foreseeable future and therefore uses an expected dividend yield of zero in the option pricing model.

During fiscal 2016, the Company granted a performance-based restricted stock unit award to the Chairman of the Board and Chief Executive Officer and during fiscal 2017, the Company granted performance-based restricted stock unit awards to certain executive officers, including the Chairman of the Board and Chief Executive Officer. The performance-based restricted stock unit awards are subject to vesting based on a performance-based condition and a service-based condition. At the end of the three year service period, based on the Company's share price performance, these performance-based restricted stock units will vest in a percentage of the target number of shares between 0 and 200%, depending on the extent the performance condition is achieved.

Stock activity excluding the ESPP is as follows:



			Options Outstanding
	Shares Available for Grant		Outstanding Stock Options		Weighted- Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Balance as of January 31, 2017	16,531,822		30,353,076		$	59.88
Increase in shares authorized:
2013 Equity Incentive Plan	8,988		0		0.00
2014 Inducement Plan	9,548		0		0.00
Assumed equity plans	0		0		0.00
Options granted under all plans	(444,826	)	444,826		82.42
Restricted stock activity	(1,230,547	)	0		0.00
Stock grants to board and advisory board members	(59,093	)	0		0.00
Exercised	0		(2,625,463	)	35.07
Plan shares expired	(22,273	)	0		0.00
Canceled	333,141		(333,141	)	69.73
Balance as of April 30, 2017	15,126,760		27,839,298		$	62.46	$	658,584
Vested or expected to vest			25,491,175		$	61.66	$	623,557
Exercisable as of April 30, 2017			11,178,853		$	54.14	$	357,546

The total intrinsic value of the options exercised during the three months ended April 30, 2017 and 2016 was $124.7 million and $28.6 million, respectively. The intrinsic value is the difference between the current market value of the stock and the exercise price of the stock option.

The weighted-average remaining contractual life of vested and expected to vest options is approximately 5.07 years.

As of April 30, 2017, options to purchase 11,178,853 shares were vested at a weighted average exercise price of $54.14 per share and had a remaining weighted-average contractual life of approximately 4.1 years. The total intrinsic value of these vested options as of April 30, 2017 was $357.5 million.

During the three months ended April 30, 2017, the Company recognized stock-based expense related to our equity plans for employees and non-employee directors of $251.6 million. As of April 30, 2017, the aggregate stock compensation remaining to be amortized to costs and expenses was approximately $2.4 billion. The Company will amortize this stock compensation balance as follows: $769.4 million during the remaining nine months of fiscal 2018; $772.2 million during fiscal 2019; $554.5 million during fiscal 2020; $270.4 million during fiscal 2021; $20.3 million during fiscal 2022 and $25.2 million thereafter. The expected amortization reflects only outstanding stock awards as of April 30, 2017 and assumes no forfeiture activity.

The aggregate stock compensation remaining to be amortized to costs and expenses will be recognized over a weighted average period of 2.2 years.

The following table summarizes information about stock options outstanding as of April 30, 2017:



	Options Outstanding				Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted- Average Remaining Contractual Life (Years)	Weighted- Average Exercise Price		Number of Shares	Weighted- Average Exercise Price
$0.86 to $52.30	7,021,653	4.2	$	35.82	5,253,639	$	40.03
$53.60 to $58.86	911,285	4.1	55.56		464,392	55.68
$59.34	5,510,998	4.5	59.34		3,114,503	59.34
$59.37 to $75.01	1,933,555	5.6	69.18		450,412	68.63
$75.57	6,003,861	6.5	75.57		0	0.00
$76.48 to $80.62	623,673	6.0	78.47		65,282	76.90
$80.99 to $83.79	5,834,273	5.6	81.13		1,830,625	80.99
	27,839,298	5.2	$	62.46	11,178,853	$	54.14

Restricted stock activity is as follows:



	Restricted Stock Outstanding
	Outstanding		Weighted- Average Exercise Price		Aggregate Intrinsic Value (in thousands)
Balance as of January 31, 2017	27,453,498		$	0.001
Granted - restricted stock units and awards	1,104,864		0.001
Canceled	(514,119	)	0.001
Vested and converted to shares	(2,017,260	)	0.001
Balance as of April 30, 2017	26,026,983		$	0.001	$	2,241,444
Expected to vest	21,896,527				$	1,885,729

The restricted stock, which upon vesting entitles the holder to one share of common stock for each share of restricted stock, has an exercise price of $0.001 per share, which is equal to the par value of the Company’s common stock, and generally vests over four years.

The weighted-average grant date fair value of the restricted stock issued for the three months ended April 30, 2017 and 2016 was $82.23 and $69.29, respectively.

Common Stock

The following number of shares of common stock were reserved and available for future issuance at April 30, 2017:



Options outstanding	27,839,298
Restricted stock awards and units and performance stock units outstanding	26,026,983
Stock available for future grant:
2013 Equity Incentive Plan	14,639,050
2014 Inducement Plan	405,304
Amended and Restated 2004 Employee Stock Purchase Plan	3,663,369
Acquired equity plans	82,406
Convertible Senior Notes	17,308,880
Warrants	17,308,880
	107,274,170