XML 70 R15.htm IDEA: XBRL DOCUMENT v3.19.3.a.u2
Business Combinations
12 Months Ended
Jan. 31, 2020
Business Combinations [Abstract]  
Business Combinations Business Combinations
Fiscal Year 2020
Tableau Software, Inc.
In August 2019, the Company acquired all outstanding stock of Tableau Software, Inc. (“Tableau”) which provides a self-service analytics platform that enables users to easily access, prepare, analyze, and present findings in their data. The Company has included the financial results of Tableau in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were approximately $40 million and were recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for Tableau was approximately $14.8 billion, which consisted of the following (in millions):
Fair Value
Cash$ 
Common stock issued14,552  
Fair value of stock options and restricted stock awards assumed292  
Total$14,845  
The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 1.103 was applied to convert Tableau's outstanding equity awards for Tableau's common stock into equity awards for shares of the Company’s common stock.

The following table summarizes the preliminary fair values of assets acquired and liabilities assumed as of the date of acquisition (in millions):
Fair Value
Cash and cash equivalents $644  
Marketable securities 456  
Accounts receivable174  
Contract asset131  
Operating lease right-of-use assets361  
Other assets116  
Acquired customer contract asset56  
Goodwill10,806  
Intangible assets3,252  
Accounts payable, accrued expenses and other liabilities(257) 
Unearned revenue(242) 
Operating lease liabilities(332) 
Deferred tax liability and income tax payable(320) 
Net assets acquired$14,845  
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The provisional measurements of fair value for income taxes payable and deferred taxes set forth above may be subject to change as additional information is received and certain tax returns are finalized. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions):
Fair Value Useful Life
Developed technology$2,000  5 years
Customer relationships1,231  8 years
Other purchased intangible assets 21  1 year
Total intangible assets subject to amortization$3,252  
Developed technology represents the estimated fair value of Tableau's data analysis technologies. Customer relationships represent the estimated fair values of the underlying relationships with Tableau customers.
The Company assumed unvested stock options and restricted stock awards with an estimated fair value of $1.5 billion. Of the total consideration, $292 million was allocated to the purchase consideration and $1.2 billion was allocated to future services and will be expensed over the remaining service periods on a straight-line basis.
The amounts of revenue and earnings of Tableau included in the Company’s consolidated statement of operations from the acquisition date of August 1, 2019 to January 31, 2020 are as follows (in millions):
Total revenues $689  
Pretax loss(503) 
The following pro forma financial information summarizes the combined results of operations for the Company and Tableau, as though the companies were combined as of the beginning of the Company’s fiscal 2019.
The unaudited pro forma financial information was as follows (in millions):
Fiscal Year Ended January 31,
20202019
Total revenues $17,599  $14,256  
Pretax income (loss)270  (82) 
Net income (loss)(292) 297  
The pro forma financial information for all periods presented above has been calculated after adjusting the results of Tableau to reflect the business combination accounting effects resulting from this acquisition, including the amortization expense from acquired intangible assets and the stock-based compensation expense for unvested stock options and restricted stock awards assumed as though the acquisition occurred as of the beginning of the Company’s fiscal year 2019. The historical consolidated financial information has been adjusted in the pro forma combined financial results to give effect to pro forma events that are directly attributable to the business combination and factually supportable. The pro forma financial information is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of the Company’s fiscal 2019.
The pro forma financial information for fiscal 2020 and 2019 combines the historical results of the Company for fiscal 2020 and 2019, the adjusted historical results of Tableau for the six months ended June 30, 2019 and the twelve months ended December 31, 2018, considering the differences in reporting periods and the date the Company acquired Tableau, and the effects of the pro forma adjustments listed above. Prior to being acquired, Tableau's fiscal year concluded on December 31.
ClickSoftware Technologies, Ltd.
In October 2019, the Company acquired all outstanding stock of ClickSoftware Technologies, Ltd. ("ClickSoftware"), which provides field service management solutions. The Company has included the financial results of ClickSoftware, which were not material, in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were not material. The acquisition date fair value of the consideration transferred for ClickSoftware was approximately $1.4 billion, which consisted of the following (in millions):
Fair Value
Cash$587  
Common stock issued663  
Fair value of stock options assumed81  
Fair value of pre-existing relationship55  
Total$1,386  

The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.109592 was applied to convert ClickSoftware's outstanding equity awards for ClickSoftware's common stock into equity awards for shares of the Company's common stock.
The following table summarizes the preliminary fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):
Fair Value
Cash and cash equivalents$38  
Accounts receivable28  
Goodwill1,132  
Intangible assets276  
Other assets33  
Accounts payable, accrued expenses and other liabilities, current and noncurrent(55) 
Unearned revenue(40) 
Deferred tax liability(26) 
Net assets acquired$1,386  

The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are preliminary, based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax returns are finalized. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions):
Fair ValueUseful Life
Developed technology$215  4 years
Customer relationships61  8 years
Total intangible assets subject to amortization$276  

Developed technology represents the fair value of ClickSoftware's field service management technology. Customer relationships represent the fair values of the underlying relationships with ClickSoftware customers.
The Company assumed unvested options with a fair value of $103 million. Of the total consideration, $81 million was allocated to the purchase consideration and $22 million was allocated to future services and will be expensed over the remaining service periods on a straight-line basis.
The Company invested $14 million in a noncontrolling equity investment in ClickSoftware in July 2015. The Company recognized a gain of approximately $39 million as a result of remeasuring its prior equity interest in ClickSoftware held before the business combination. The gain is included in gains on strategic investments, net in the consolidated statement of operations.
Salesforce.org
In June 2019, Salesforce.org, the independent nonprofit social enterprise that resold the Company's service offerings to non-profit and higher education organizations, was combined with the Company. The Company has included the financial results of Salesforce.org, which are not material to income from operations in fiscal 2020, in the consolidated financial statements from the date of acquisition. The business combination with Salesforce.org in June 2019 contributed approximately $228 million total revenues in fiscal 2020. The transaction costs associated with the acquisition were not material.
The Company paid a one-time cash payment of $300 million for all shares of Salesforce.org to the independent, non-consolidated Salesforce.com Foundation (also referred to as the Foundation), which is considered a related party as discussed in Note 16 "Related-Party Transactions."
Prior to the business combination, the Company and Salesforce.org had existing reseller and resource sharing agreements that, among other things, allowed Salesforce.org the right to resell select Company offerings and related upgraded support to non-profit organizations and for-profit and non-profit educational institutions free of charge or at discounted prices. Both agreements were effectively settled upon consummation of the business combination.
Using an income approach, the Company assessed the contractual terms and conditions of the reseller agreement as compared to current market conditions, such as the cost to service contracts sold under the reseller agreement, and determined that the terms were not at fair value. Specifically, the reseller agreement provided favorable terms to Salesforce.org by providing the Company's products and services at no cost. As a result, the Company recorded a non-cash charge of approximately $166 million within operating expenses on the date the transaction closed. The loss represents the difference between the value of the remaining performance obligation recorded by Salesforce.org under the reseller agreement and the value of the remaining performance obligation if those same contracts had been sold at fair value.
The following table summarizes the business combination (in millions):
Cash$300  
Loss on settlement of Salesforce.org reseller agreement(166) 
Total$134  
The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):
Fair Value  
Cash and cash equivalents$54  
Deferred tax asset59  
Other current and noncurrent assets46  
Goodwill164  
Accounts payable, accrued expenses and other liabilities, current and noncurrent(39) 
Unearned revenue(138) 
Deferred income taxes and income taxes payable(12) 
Net assets acquired$134  
The excess of purchase consideration over the fair value of net liabilities assumed was recorded as goodwill, which is primarily attributed to the assembled workforce and expanded market opportunities, for which there is no basis for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax returns are finalized. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
MapAnything
In May 2019, the Company acquired all outstanding stock of MapAnything, Inc. ("MapAnything"), which integrates map-based visualization, asset tracking and route optimization for field sales and service teams. The Company has included the financial results of MapAnything, which are not material, in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were not material.
The acquisition date fair value of the consideration transferred for MapAnything was approximately $213 million, which consisted of cash and the fair value of stock options and restricted stock awards assumed. The Company recorded approximately $53 million for developed technology and customer relationships with estimated useful lives of four to five years. The Company recorded approximately $152 million of goodwill which is primarily attributed to the assembled workforce and expanded market opportunities from integrating MapAnything's technology with the Company's other offerings. The majority of the goodwill balance is not deductible for U.S. income tax purposes. The fair values assigned to tangible assets acquired and liabilities assumed are based on management’s estimates and assumptions and may be subject to change as additional information is received and certain tax returns are finalized. The Company expects to finalize the valuation as soon as practicable, but not later than one year from the acquisition date.
The Company invested $23 million in a noncontrolling equity investment in MapAnything prior to the acquisition. The Company recognized a gain of approximately $9 million as a result of remeasuring its prior equity interest in MapAnything held before the business combination. The gain is included in gains on strategic investments, net in the consolidated statement of operations.
Fiscal Year 2019
Datorama
In August 2018, the Company acquired all outstanding stock of Datorama, Inc. ("Datorama"), which provides a platform for enterprises, agencies and publishers to integrate data across marketing channels and data sources. The Company has included the financial results of Datorama, which are not material, in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were not material. The acquisition date fair value of the consideration transferred for Datorama was approximately $766 million, which consisted of the following (in millions):
Fair Value
Cash$136  
Common stock issued537  
Fair value of stock options and restricted stock awards assumed93  
Total$766  

The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.4133 was applied to convert Datorama's outstanding equity awards for Datorama's common stock into equity awards for shares of the Company's common stock.
The following table summarizes the fair value of assets acquired and liabilities assumed as of the date of acquisition (in millions):
Fair Value
Cash and cash equivalents$21  
Accounts receivable 
Other current and noncurrent assets3
Intangible assets202  
Goodwill586  
Accounts payable, accrued expenses and other liabilities, current and noncurrent(10) 
Unearned revenue(4) 
Deferred tax liability (41) 
Net assets acquired$766  
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions):
Fair ValueUseful Life
Developed technology$159  4 years
Customer relationships42  8 years
Other purchased intangible assets 1 year
Total intangible assets subject to amortization$202  

Developed technology represents the fair value of Datorama's technology. Customer relationships represent the fair values of the underlying relationships with Datorama customers. The goodwill balance is primarily attributed to assembled workforce and expanded market opportunities when integrating Datorama's technology with the Company's other offerings. The goodwill balance is not deductible for U.S. income taxes purposes.
The Company assumed unvested options and restricted stock with a fair value of $170 million. Of the total consideration, $93 million was allocated to the purchase consideration and $77 million was allocated to future services and will be expensed over the remaining service periods on a straight-line basis.
MuleSoft
In May 2018, the Company acquired all outstanding stock of MuleSoft, which provides a platform for building application networks that connect enterprise apps, data and devices, across any cloud and on-premise solution. The Company has included the financial results of MuleSoft in the consolidated financial statements from the date of acquisition. The transaction costs associated with the acquisition were approximately $24 million and were recorded in general and administrative expense. The acquisition date fair value of the consideration transferred for MuleSoft was approximately $6.4 billion, which consisted of the following (in millions):
Fair Value  
Cash$4,860  
Common stock issued1,178  
Fair value of stock options and restricted stock awards assumed387  
Total$6,425  
The fair value of the stock options assumed by the Company was determined using the Black-Scholes option pricing model. The share conversion ratio of 0.3680 was applied to convert MuleSoft’s outstanding equity awards for MuleSoft’s common stock into equity awards for shares of the Company’s common stock.
The following table summarizes the fair values of assets acquired and liabilities assumed as of the date of acquisition (in millions):
Fair Value  
Cash and cash equivalents$57  
Marketable securities233  
Accounts receivable69  
Contract asset122  
Other current and noncurrent assets29  
Acquired customer contract asset, current and noncurrent - intangible asset61  
Intangible assets1,279  
Goodwill4,816  
Accounts payable, accrued expenses and other liabilities, current and noncurrent(40) 
Unearned revenue(57) 
Deferred tax liability(144) 
Net assets acquired$6,425  
The excess of purchase consideration over the fair value of net tangible and identifiable intangible assets acquired was recorded as goodwill. The fair values assigned to tangible and identifiable intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions. The deferred tax liability established was primarily a result of the difference in the book basis and tax basis related to the identifiable intangible assets.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition (in millions):
Fair Value  Useful Life  
Developed technology$224  4 years
Customer relationships1,046  8 years
Other purchased intangible assets 1 year
Total intangible assets subject to amortization$1,279  
Developed technology represents the fair value of MuleSoft's Anypoint technology. Customer relationships represent the fair values of the underlying relationships with MuleSoft customers. The goodwill balance is primarily attributed to the assembled workforce and expanded market opportunities when integrating MuleSoft's Anypoint technology with the Company’s other offerings. The goodwill balance is not deductible for U.S. income tax purposes.
The Company assumed unvested options and restricted stock with a fair value of $824 million. Of the total consideration, $387 million was allocated to the purchase consideration and $437 million was allocated to future services and will be expensed over the remaining service periods on a straight-line basis.
The amounts of revenue and pretax loss of MuleSoft included in the Company’s consolidated statement of operations from the acquisition date in May 2018 through January 31, 2019 are as follows (in millions):
Total revenues$431  
Pretax loss  (286) 
CloudCraze
In April 2018, the Company acquired all outstanding stock of CloudCraze LLC ("CloudCraze"), for consideration consisting of cash and equity awards assumed. CloudCraze is a commerce platform that allows businesses to generate online revenue and scale for growth. CloudCraze delivers interactions across commerce, sales, marketing and service. The Company has included the financial results of CloudCraze in the consolidated financial statements from the date of acquisition, which have not been material to date. The transaction costs associated with the acquisition were not material.
The acquisition date fair value of the consideration transferred for CloudCraze was approximately $190 million, which consisted of cash and the fair value of stock options and restricted stock awards assumed. The Company recorded approximately $58 million for developed technology and customer relationships with estimated useful lives of one to seven years. The Company recorded approximately $134 million of goodwill which is primarily attributed to the assembled workforce and expanded market opportunities from integrating CloudCraze's technology with the Company's other offerings. The goodwill balance is deductible for U.S. income tax purposes.
Fiscal Year 2018
During fiscal 2018, the Company acquired two companies for an aggregate of $38 million in cash and equity, net of cash acquired, and has included the financial results of these companies in its consolidated financial statements from the dates of acquisition. The transactions were not material to the Company and the costs associated with the acquisitions were not material. The Company accounted for the transactions as business combinations. In allocating the purchase consideration based on estimated fair values, the Company recorded $3 million of intangible assets and $35 million of goodwill. The majority of the goodwill balance associated with these business combinations is deductible for U.S. income tax purposes.