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Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q

 
ý      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2019
 
OR
 
¨         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
FOR THE TRANSITION PERIOD FROM              TO
 
COMMISSION FILE NUMBER 001-35498
 ____________________________________________________

http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12953271&doc=43
Splunk Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________
Delaware
 
86-1106510
(State or other jurisdiction of
 
(I.R.S. Employer
incorporation or organization)
 
Identification No.)

270 Brannan Street
San Francisco, California 94107
(Address of principal executive offices)
(Zip Code)
 
(415) 848-8400
(Registrant’s telephone number, including area code)
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which registered
Common Stock, par value $0.001 per share
 
SPLK
 
The NASDAQ Global Select Market

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
 
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ý No ¨
 
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
ý
Accelerated filer
¨
 
 
 
 
Non-accelerated filer
¨
Smaller reporting company
¨
 
 
 
 
Emerging growth company
¨
 
 
 

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No ý

There were 150,171,710 shares of the Registrant’s Common Stock issued and outstanding as of May 30, 2019.
 


Table of Contents

TABLE OF CONTENTS
 
 
 
 
Page No.
 
 
 
 
 
 
 
Item 1.
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
Item 3.
 
Item 4.
 
 
 
 
 
 
 
 
Item 1.
 
Item 1A.
 
Item 6.
 
 
 


Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Splunk Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

(In thousands, except share and per share amounts)
 
April 30, 2019

January 31, 2019
Assets
 
 

 
 

Current assets
 
 

 
 

Cash and cash equivalents
 
$
1,835,229

 
$
1,876,165

Investments, current
 
840,215

 
881,220

Accounts receivable, net
 
285,300

 
469,658

Prepaid expenses and other current assets
 
79,102

 
73,197

Deferred commissions, current
 
74,976

 
78,223

Total current assets
 
3,114,822

 
3,378,463

Investments, non-current
 
146,159

 
110,588

Operating lease right-of-use assets
 
201,675

 

Property and equipment, net
 
89,615

 
158,276

Intangible assets, net
 
84,497

 
91,622

Goodwill
 
503,388

 
503,388

Deferred commissions, non-current
 
61,433

 
64,766

Other assets
 
205,155

 
193,140

Total assets
 
$
4,406,744

 
$
4,500,243

Liabilities and Stockholders’ Equity
 
 

 
 

Current liabilities
 
 

 
 

Accounts payable
 
$
23,407

 
$
20,418

Accrued compensation
 
163,284

 
226,061

Accrued expenses and other liabilities
 
155,145

 
125,641

Deferred revenue, current
 
631,732

 
673,018

Total current liabilities
 
973,568

 
1,045,138

Convertible senior notes, net
 
1,653,479

 
1,634,474

Operating lease liabilities
 
179,227

 

Deferred revenue, non-current
 
173,999

 
204,929

Other liabilities, non-current
 
445

 
95,245

Total non-current liabilities
 
2,007,150

 
1,934,648

Total liabilities
 
2,980,718

 
2,979,786

Commitments and contingencies (Note 3)
 


 


Stockholders’ equity
 
 

 
 

Common stock: $0.001 par value; 1,000,000,000 shares authorized; 150,170,702 shares issued and outstanding at April 30, 2019, and 149,167,298 shares issued and outstanding at January 31, 2019
 
150

 
149

Accumulated other comprehensive loss
 
(3,165
)
 
(2,506
)
Additional paid-in capital
 
2,809,273

 
2,754,858

Accumulated deficit
 
(1,380,232
)
 
(1,232,044
)
Total stockholders’ equity
 
1,426,026

 
1,520,457

Total liabilities and stockholders’ equity
 
$
4,406,744

 
$
4,500,243


The accompanying notes are an integral part of these condensed consolidated financial statements.

1

Table of Contents

Splunk Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
 
 
 
Three Months Ended April 30,
(In thousands, except per share amounts)
 
2019
 
2018
Revenues
 
 
 
 
License
 
$
202,862

 
$
138,975

Maintenance and services
 
221,988

 
172,664

Total revenues
 
424,850

 
311,639

Cost of revenues (1)
 
 
 
 
License
 
5,682

 
5,124

Maintenance and services
 
90,141

 
72,846

Total cost of revenues
 
95,823

 
77,970

Gross profit
 
329,027

 
233,669

Operating expenses (1)
 
 
 
 
Research and development
 
129,290

 
86,357

Sales and marketing
 
278,961

 
218,036

General and administrative
 
65,762

 
50,742

Total operating expenses
 
474,013

 
355,135

Operating loss
 
(144,986
)
 
(121,466
)
Interest and other income (expense), net
 
 
 
 
Interest income
 
16,346

 
3,187

Interest expense
 
(23,017
)
 
(2,073
)
Other income (expense), net
 
(539
)
 
(135
)
Total interest and other income (expense), net
 
(7,210
)
 
979

Loss before income taxes
 
(152,196
)
 
(120,487
)
Income tax provision (benefit)
 
3,233

 
(1,988
)
Net loss
 
$
(155,429
)
 
$
(118,499
)
 
 
 
 
 
Basic and diluted net loss per share
 
$
(1.04
)
 
$
(0.83
)
 
 
 
 
 
Weighted-average shares used in computing basic and diluted net loss per share
 
149,060

 
143,548

 
_________________________
(1) 
Amounts include stock-based compensation expense, as follows:  
Cost of revenues
 
$
10,825


$
8,804

Research and development
 
41,268


26,416

Sales and marketing
 
50,268


43,047

General and administrative
 
20,702


16,354



The accompanying notes are an integral part of these condensed consolidated financial statements.

2

Table of Contents

Splunk Inc.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited)
 
 
 
Three Months Ended April 30,
(In thousands)
 
2019
 
2018
Net loss
 
$
(155,429
)
 
$
(118,499
)
Other comprehensive loss
 
 
 
 
Net unrealized gain (loss) on investments (net of tax)
 
332

 
192

Foreign currency translation adjustments
 
(991
)
 
(1,886
)
Total other comprehensive loss
 
(659
)
 
(1,694
)
Comprehensive loss
 
$
(156,088
)
 
$
(120,193
)

 
The accompanying notes are an integral part of these condensed consolidated financial statements.

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Splunk Inc.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
 
 
 
Three Months Ended April 30,
(In thousands)
 
2019
 
2018
Common stock
 
 
 
 
Balance, beginning of period
 
$
149

 
$
143

Vesting of restricted stock units
 
1

 
1

Balance, end of period
 
$
150

 
$
144

Additional paid-in capital
 
 
 
 
Balance, beginning of period
 
$
2,754,858

 
$
2,086,893

Stock-based compensation
 
123,063

 
94,621

Issuance of common stock upon exercise of options
 
359

 
1,112

Fair value of replacement equity awards attributable to pre-acquisition service
 

 
12,274

Taxes paid related to net share settlement of equity awards
 
(69,007
)
 

Balance, end of period
 
$
2,809,273

 
$
2,194,900

Accumulated other comprehensive loss
 
 
 
 
Balance, beginning of period
 
$
(2,506
)
 
$
156

Unrealized gain from investments
 
332

 
192

Net change in cumulative translation adjustments
 
(991
)
 
(1,886
)
Balance, end of period
 
$
(3,165
)
 
$
(1,538
)
Accumulated deficit
 
 
 
 
Balance, beginning of period
 
$
(1,232,044
)
 
$
(955,871
)
Cumulative-effect adjustment from adoption of ASU 2016-02
 
7,241

 

Cumulative-effect adjustment from adoption of ASU 2016-16
 

 
(596
)
Net loss
 
(155,429
)
 
(118,499
)
Balance, end of period
 
$
(1,380,232
)
 
$
(1,074,966
)
 
 
 
 
 
Total stockholders’ equity
 
$
1,426,026

 
$
1,118,540



The accompanying notes are an integral part of these condensed consolidated financial statements.



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Splunk Inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
 
 
Three Months Ended April 30,
(In thousands)
 
2019
 
2018
Cash flows from operating activities
 
 

 
 

Net loss
 
$
(155,429
)
 
$
(118,499
)
Adjustments to reconcile net loss to net cash provided by operating activities:
 
 
 
 
Depreciation and amortization
 
13,415

 
11,416

Amortization of deferred commissions
 
30,032

 
15,788

Amortization of investment premiums (accretion of discounts)
 
(2,859
)
 
(176
)
Amortization of debt discount and issuance costs
 
19,005

 

Stock-based compensation
 
123,063

 
94,621

Deferred income taxes
 
(20
)
 
(239
)
Changes in operating assets and liabilities, net of acquisitions:
 
 
 
 
Accounts receivable, net
 
184,358

 
195,576

Prepaid expenses and other assets
 
(17,900
)
 
(23,299
)
Deferred commissions
 
(23,452
)
 
(14,716
)
Accounts payable
 
2,925

 
(1,078
)
Accrued compensation
 
(62,777
)
 
(44,435
)
Accrued expenses and other liabilities
 
(3,116
)
 
(14,340
)
Deferred revenue
 
(72,216
)
 
(24,132
)
Net cash provided by operating activities
 
35,029

 
76,487

Cash flows from investing activities
 
 
 
 
Purchases of investments
 
(289,425
)
 
(22,875
)
Maturities of investments
 
298,425

 
174,125

Acquisitions, net of cash acquired
 

 
(284,170
)
Purchases of property and equipment
 
(14,900
)
 
(2,296
)
Other investment activities
 
(375
)
 
(4,375
)
Net cash used in investing activities
 
(6,275
)
 
(139,591
)
Cash flows from financing activities
 
 
 
 
Proceeds from the exercise of stock options
 
360

 
1,113

Taxes paid related to net share settlement of equity awards
 
(69,007
)
 
(779
)
Repayment of financing lease obligation
 

 
(589
)
Net cash used in financing activities
 
(68,647
)
 
(255
)
Effect of exchange rate changes on cash and cash equivalents
 
(1,043
)
 
(762
)
Net decrease in cash and cash equivalents
 
(40,936
)
 
(64,121
)
Cash and cash equivalents at beginning of period
 
1,876,165

 
545,947

Cash and cash equivalents at end of period
 
$
1,835,229

 
$
481,826

 
 
 
 
 
Supplemental disclosures
 
 
 
 
Cash paid for income taxes
 
$
8,316

 
$
2,139

Cash paid for interest
 
7,747

 
2,069

Non-cash investing activities
 
 
 
 
Decrease in accrued purchases of property and equipment
 
(853
)
 
(791
)



The accompanying notes are an integral part of these condensed consolidated financial statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 
(1)    Description of the Business and Significant Accounting Policies

Business

Splunk Inc. (“we,” “us,” “our”) provides innovative software solutions that enable organizations to gain real-time operational intelligence by harnessing the value of their data. Our offerings enable users to investigate, monitor, analyze and act on machine data regardless of format or source. Our offerings address large and diverse data sets commonly referred to as big data and are specifically tailored for machine data. Machine data is produced by nearly every software application and electronic device across an organization and contains a real-time record of various activities, such as transactions, customer and user behavior, and security threats. Our offerings help users derive new insights from machine data that can be used to, among other things, improve service levels, reduce operational costs, mitigate security risks, demonstrate and maintain compliance, and drive better business decisions. We were incorporated in California in October 2003 and reincorporated in Delaware in May 2006.

Fiscal Year

Our fiscal year ends on January 31. References to fiscal 2020, for example, refer to the fiscal year ending January 31, 2020.
 
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet data as of January 31, 2019 was derived from audited financial statements, but does not include all disclosures required by GAAP. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Annual Report on Form 10-K for the fiscal year ended January 31, 2019, filed with the SEC on March 27, 2019.
 
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all normal recurring adjustments necessary to state fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal 2020.

Reclassifications

Certain reclassifications have been made to prior year balances in order to conform to the current period presentation. “Interest income” and “Interest expense” have been reclassified from “Interest income (expense), net” on the condensed consolidated statements of operations. These reclassifications had no impact on the previously reported net loss or accumulated deficit.
    
Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting periods covered by the financial statements and accompanying notes. In particular, we make estimates with respect to the stand-alone selling price for each distinct performance obligation included in customer contracts with multiple performance obligations, uncollectible accounts receivable, the assessment of the useful life and recoverability of long-lived assets (property and equipment, goodwill and identified intangibles), the period of benefit for deferred commissions, stock-based compensation expense, the fair value of assets acquired and liabilities assumed for business combinations, income taxes, the discount rate used for operating leases, and contingencies. Actual results could differ from those estimates.


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Segments

We operate our business as one operating segment: the development and marketing of software solutions that enable our customers to gain real-time operational intelligence by harnessing the value of their data. Our chief operating decision maker is our Chief Executive Officer, who reviews financial information presented on a consolidated basis for purposes of making operating decisions, assessing financial performance and allocating resources.

Principles of Consolidation
 
The accompanying unaudited condensed consolidated financial statements include the accounts of Splunk Inc. and its direct and indirect wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Leases

We determine if an arrangement contains a lease and the classification of that lease, if applicable, at the inception of a contract. We primarily lease our facilities under operating leases. Operating lease right-of-use assets and liabilities are recognized at the present value of the future lease payments at the lease commencement date. We calculate the operating lease right-of-use assets based on the corresponding lease liability adjusted for (i) payments made at or before the commencement date, (ii) initial direct costs we incur and (iii) tenant incentives under the lease. We do not account for renewals or early terminations unless we are reasonably certain to exercise these options at commencement. Operating lease expense is recognized on a straight-line basis over the lease term. We account for lease and non-lease components as a single lease component for our operating leases. We do not record leases with terms of 12 months or less on our condensed consolidated balance sheets.

As the implicit rate for our operating leases is generally not determinable, we use our incremental borrowing rate as our discount rate at the lease commencement date to determine the present value of lease payments. We determine the discount rate of our leases by considering various factors, such as our credit rating, interest rates of similar debt instruments of entities with comparable credit ratings, the lease term and the currency in which the lease is denominated. Our discount rate was determined using a portfolio approach.

Our operating lease assets are included in “Operating lease right-of-use assets” and the current and non-current portions of our operating lease liabilities are included in “Accrued expenses and other liabilities” and “Operating lease liabilities,” respectively, on our condensed consolidated balance sheets. As of April 30, 2019, we had no finance leases. Refer to Note 4 “Leases” for details.

Recently Adopted Accounting Standards

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Standard
 
Description
 
Effective Date
 
Effect on the Condensed Consolidated Financial Statements (or Other Significant Matters)
Accounting Standards Updated (“ASU”) No. 2018-13 (Topic 820), Fair Value Measurement: Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement
 
The new standard no longer requires disclosure of the amount and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, but public companies will be required to disclose the range and weighted-average used to develop significant unobservable inputs for Level 3 fair value measurements.
 
We adopted this new standard as of February 1, 2019.
 
The adoption of this new standard did not have a material impact on our condensed consolidated financial statements.
ASU No. 2016-02 (Topic 842), Leases
 
The new standard supersedes the lease recognition requirements in Accounting Standards Codification (“ASC”) Topic 840, Leases. The standard requires an entity to recognize right-of-use assets and lease liabilities arising from a lease for operating leases, initially measured at the present value of the lease payments on the condensed consolidated balance sheets. The impact of such leases on the condensed consolidated statements of operations and cash flows will continue to be treated in a similar manner under current GAAP. The standard also requires additional qualitative and quantitative disclosures. In July 2018, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, was issued which clarifies the codification or corrects unintended application of the guidance.
 
We adopted this new standard as of February 1, 2019, using the cumulative-effect transition method recognized as of the date of initial application, as amended by ASU No. 2018-11. Under this method, we are not required to restate or disclose the effects of applying Topic 842 for comparative periods.


 
As the result of our adoption, we recognized Operating lease right-of-use assets of $199.8 million and current and non-current Operating lease liabilities of $211.9 million on our condensed consolidated balance sheets at February 1, 2019. Additionally, we recorded a decrease to our opening accumulated deficit of approximately $7.2 million related to the derecognition of build-to-suit lease assets and liabilities.

We have updated our accounting policies, systems, processes and internal controls, and have allocated internal and external resources to assist us during our implementation efforts.

We applied the following practical expedients as permitted under Topic 842: (i) we elected to account for lease and non-lease components as a single lease component, and (ii) we elected the package of practical expedients permitted under the transition guidance, which allowed us to carryforward (1) our historical lease classification, (2) our assessment on whether a contract was or contains a lease, and (3) our initial direct costs for leases that existed prior to January 31, 2019.



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Recently Issued Accounting Pronouncements
Standard
 
Description
 
Effective Date
 
Effect on the Condensed Consolidated Financial Statements (or Other Significant Matters)
ASU No. 2018-15 (Subtopic 350-40), Intangibles - Goodwill and Other - Internal-Use Software: Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract
 
The standard aligns the requirements for capitalizing implementation costs in a cloud computing arrangement service contract with the requirements for capitalizing implementation costs incurred for an internal-use software license.
 
First quarter of fiscal 2021, although early adoption is permitted.
 
We are currently evaluating whether the adoption of this standard will have a material impact on our condensed consolidated financial statements.
ASU No. 2016-13 (Topic 326), Financial Instruments - Credit Losses
 
The amendments in this update require a financial asset (or a group of financial assets) measured at an amortized cost basis to be presented at the net amount expected to be collected. The new approach to estimating credit losses (referred to as the current expected credit losses model) applies to most financial assets measured at amortized cost and certain other instruments, including trade and other receivables, loans and held-to-maturity debt securities.
 
First quarter of fiscal 2021, although early adoption is permitted.
 
We are currently evaluating whether the adoption of this standard will have a material impact on our condensed consolidated financial statements.



(2)    Investments and Fair Value Measurements
 
The carrying amounts of certain of our financial instruments including cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair value due to their short-term maturities.
 
Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels that are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities are as follows:
 
Level 1—Observable inputs, such as quoted prices in active markets for identical assets or liabilities.
 
Level 2—Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
 
Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability.

The following table sets forth the fair value of our financial assets that were measured on a recurring basis: 

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April 30, 2019
 
January 31, 2019
(In thousands)
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
Assets:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Money market funds
 
$
56,371

 
$

 
$

 
$
56,371

 
$
46,311

 
$

 
$

 
$
46,311

U.S. treasury securities
 

 
817,828

 

 
817,828

 

 
980,940

 

 
980,940

Commercial paper
 

 
169,294

 

 
169,294

 

 

 

 

Other
 

 

 
4,744

 
4,744

 

 

 
4,744

 
4,744

Reported as:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Assets:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
 
 

 
 

 
 

 
$
68,363

 
 

 
 

 
 

 
$
46,311

Investments, current
 
 
 
 
 
 
 
840,215

 
 
 
 
 
 
 
881,220

Investments, non-current
 
 
 
 
 
 
 
139,659

 
 
 
 
 
 
 
104,463

Total
 
 

 
 

 
 

 
$
1,048,237

 
 

 
 

 
 

 
$
1,031,994



Our investments in money market funds are measured at fair value on a recurring basis. These money market funds are actively traded and reported daily through a variety of sources. The fair value of the money market fund investments is classified as Level 1.

We invest in U.S. treasury securities and commercial paper, which we have classified as available-for-sale investments. The following table presents our available-for-sale investments as of April 30, 2019
(In thousands)
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value
Cash and cash equivalents:
 
 
 
 
 
 
 
 
U.S. treasury securities
 
$
11,994

 
$

 
$
(2
)
 
$
11,992

Investments, current:
 
 
 
 
 
 
 
 
U.S. treasury securities
 
795,557

 
403

 
(34
)
 
795,926

Commercial paper
 
44,298

 
5

 
(14
)
 
44,289

Investments, non-current:
 
 
 
 
 
 
 
 
U.S. treasury securities
 
9,876

 
34

 

 
9,910

Commercial paper
 
124,931

 
101

 
(27
)
 
125,005

Total available-for-sale investments
 
$
986,656

 
$
543

 
$
(77
)
 
$
987,122



The following table presents our available-for-sale investments as of January 31, 2019
(In thousands)
 
Amortized Cost
 
Unrealized Gains
 
Unrealized Losses
 
Fair Value
Investments, current:
 
 
 
 
 
 
 
 
U.S. treasury securities
 
$
881,206

 
$
131

 
$
(117
)
 
$
881,220

Investments, non-current:
 
 
 
 
 
 
 
 
U.S. treasury securities
 
99,597

 
134

 
(11
)
 
99,720

Total available-for-sale investments
 
$
980,803

 
$
265

 
$
(128
)
 
$
980,940



The following table presents the fair values and unrealized losses of our available-for-sale investments, classified by length of time that the securities have been in a continuous unrealized loss position:

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Less than 12 Months
 
12 Months or Greater
 
Total
(In thousands)
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
 
Fair Value
 
Unrealized Losses
April 30, 2019
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
$
295,430

 
$
(36
)
 
$

 
$

 
$
295,430

 
$
(36
)
Commercial paper
 
72,688

 
(41
)
 

 

 
72,688

 
(41
)
January 31, 2019
 
 
 
 
 
 
 
 
 
 
 
 
U.S. treasury securities
 
$
582,761

 
$
(128
)
 
$

 
$

 
$
582,761

 
$
(128
)


As of April 30, 2019 and January 31, 2019, we did not consider any of our investments to be other-than-temporarily impaired.

The contractual maturities of our investments are as follows:
(In thousands)
 
April 30, 2019
Due within one year
 
$
852,207

Due within one to two years
 
134,915

Total
 
$
987,122



Investments with maturities of less than 12 months from the balance sheet date are classified as current assets, which are available for use to fund current operations. Investments with maturities greater than 12 months from the balance sheet date are classified as long-term assets.

Convertible Senior Notes

Refer to Note 7 “Convertible Senior Notes” for details regarding the fair value of our convertible senior notes.

Equity Investments

Our equity investments are reported in “Investments, non-current” on our condensed consolidated balance sheets. The following table provides a summary of our equity investments:
(In thousands)
 
April 30, 2019
 
January 31, 2019
Equity investments without readily determinable fair values
 
$
5,000

 
$
5,000

Equity investments under the equity method of accounting
 
1,500

 
1,125

Total
 
$
6,500

 
$
6,125



(3)    Commitments and Contingencies
 
Legal Proceedings
 
We are subject to certain routine legal and regulatory proceedings, as well as demands and claims that arise in the normal course of our business. We make a provision for a liability relating to legal matters when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. These provisions are reviewed at least quarterly and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. In our opinion, resolution of any pending claims (either individually or in the aggregate) is not expected to have a material adverse impact on our condensed consolidated results of operations, cash flows or financial position, nor is it possible to provide an estimated amount of any such loss. However, depending on the nature and timing of any such dispute, an unfavorable resolution of a matter could materially affect our future financial position, results of operations or cash flows, or all, in a particular period.

Indemnification Arrangements
 
During the ordinary course of business, we may indemnify, hold harmless and agree to reimburse for losses suffered or incurred, our customers, vendors, and each of their affiliates for certain intellectual property infringement and other claims by

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third parties with respect to our offerings, in connection with our commercial license arrangements or related to general business dealings with those parties.

As permitted under Delaware law, we have entered into indemnification agreements with our officers, directors and certain employees, indemnifying them for certain events or occurrences while they serve as our officers or directors or those of our direct and indirect subsidiaries.
 
To date, there have not been any costs incurred in connection with such indemnification obligations; therefore, there is no accrual of such amounts as of April 30, 2019. We are unable to estimate the maximum potential impact of these indemnifications on our future results of operations.

(4)    Leases

We have operating leases for office space and data centers. We use the office space for our business operations, sales, support and product development.

Operating lease costs were $11.3 million, excluding short-term leases and sublease income, which were immaterial, during the three months ended April 30, 2019. Total lease expenses recognized prior to our adoption of Topic 842 was $6.1 million during the three months ended April 30, 2018.

Our lease term and the discount rate related to our operating lease right-of-use assets and related lease liabilities are as follows:
 
 
April 30, 2019
Weighted-average remaining lease term (in years)
 
7.41

Weighted-average discount rate
 
5.98
%


As of April 30, 2019, the maturity of lease liabilities under our non-cancelable operating leases were as follows:
Fiscal Period (In thousands)
 
Future Payments (1)
Remaining fiscal 2020
 
$
29,726

Fiscal 2021
 
42,687

Fiscal 2022
 
41,719

Fiscal 2023
 
36,620

Fiscal 2024
 
26,104

Thereafter
 
95,714

Total lease payments
 
272,570

Less imputed interest
 
(54,203
)
Total current and non-current operating lease liabilities (2)
 
$
218,367

_________________________
(1) 
Amounts based on Topic 842, Leases, which superseded Topic 840, which we adopted on February 1, 2019.
(2) 
The current portion of our operating lease liabilities is included in “Accrued expenses and other liabilities” on our condensed consolidated balance sheets.

As of April 30, 2019, we have entered into leases, primarily for office space that have not yet commenced, with future lease payments of $246.2 million that are not reflected in the above. These leases will commence between fiscal 2020 to 2021 with non-cancelable lease terms of 11 to 12 years.

Prior to our adoption of Topic 842, we entered into a lease which was accounted for under build-to-suit lease accounting. As of January 31, 2019, $76.2 million of our build-to-suit lease asset was included in “Property and equipment, net” and the related $83.4 million financing lease obligation was included in “Other liabilities, non-current” on our condensed consolidated balance sheets. Upon the adoption of Topic 842, we derecognized our build-to-suit asset and related liabilities and recorded the difference of $7.2 million as a decrease to accumulated deficit at February 1, 2019. Under Topic 842, this lease was classified as an operating lease and was included within the operating lease right-of-use assets and liabilities on our condensed consolidated balance sheets as of April 30, 2019.


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As of January 31, 2019, future minimum rental payments under our non-cancelable operating leases obligation were as follows:
Fiscal Period (In thousands)
 
Future Payments (1)
Fiscal 2020
 
$
30,976

Fiscal 2021
 
48,195

Fiscal 2022
 
48,126

Fiscal 2023
 
44,018

Fiscal 2024
 
40,636

Thereafter
 
253,856

Total future minimum lease payments (2)
 
$
465,807

_________________________
(1) 
Amounts based on Topic 840, Leases, which was superseded by Topic 842, which we adopted on February 1, 2019.
(2) 
We entered into sublease agreements for portions of our office space and the future rental income of $2.3 million from these agreements have been included as an offset to our future minimum rental payments.

Supplemental Disclosures
 
 
Three Months Ended
(In thousands)
 
April 30, 2019
Cash paid for operating lease liabilities
 
$
9,751

Operating lease liabilities arising from obtaining right-of-use assets
 
9,916



(5)    Property and Equipment
 
Property and equipment are stated at cost, net of accumulated depreciation and amortization. These assets are depreciated and amortized using the straight-line method over their estimated useful lives. Property and equipment consisted of the following:
(In thousands)
 
April 30, 2019
 
January 31, 2019
Computer equipment and software
 
$
83,865

 
$
79,887

Furniture and fixtures
 
19,417

 
18,872

Leasehold and building improvements (1)
 
88,258

 
79,064

Building (2)
 

 
82,250

Property and equipment, gross
 
191,540

 
260,073

Less: accumulated depreciation and amortization
 
(101,925
)
 
(101,797
)
Property and equipment, net
 
$
89,615

 
$
158,276


_________________________
(1) 
Includes costs related to assets not yet placed into service of $20.1 million and $11.3 million, as of April 30, 2019 and January 31, 2019, respectively.
(2) 
This relates to the capitalization of construction costs under ASC Topic 840, Leases, in connection with our financing lease obligation, where we were considered the owner of the asset, for accounting purposes only, during the period ended January 31, 2019. The corresponding long-term liability for this obligation is included in our condensed consolidated balance sheets under “Other liabilities, non-current.” As part of our adoption of Topic 842, we derecognized the assets and liabilities related to the financing lease obligation at February 1, 2019. Refer to Note 4 “Leases” for details.

Depreciation and amortization expense on Property and equipment, net was $6.3 million and $6.7 million for the three months ended April 30, 2019 and 2018, respectively.

Geographic Information

The following table presents our property and equipment, net of depreciation and amortization, by geographic region:

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(In thousands)
 
April 30, 2019
 
January 31, 2019
United States
 
$
76,078

 
$
147,659

International
 
13,537

 
10,617

Total property and equipment, net
 
$
89,615

 
$
158,276



Other than the United States, no other country represented 10% or more of our total property and equipment as of April 30, 2019 or January 31, 2019.

(6)    Acquisitions, Goodwill and Intangible Assets

VictorOps
On June 22, 2018, we acquired 100% of the voting equity interest of VictorOps, Inc. (“VictorOps”), a privately-held Delaware corporation that develops incident management solutions for the IT and DevOps markets. This acquisition has been accounted for as a business combination. The purchase price of $112.3 million, paid in cash of $108.8 million and $3.5 million in fair value of replacement equity awards attributable to pre-acquisition service, was preliminarily allocated as follows: $21.1 million to identified intangible assets, $1.7 million to net assets acquired, with the excess $89.5 million of the purchase price over the fair value of net tangible and intangible assets acquired recorded as goodwill, allocated to our one operating segment. Goodwill is primarily attributable to the value expected from the synergies of the combination, including combined selling opportunities with our products. This goodwill is not deductible for income tax purposes. The results of operations of VictorOps, which are not material, have been included in our condensed consolidated financial statements from the date of purchase. Additionally, we recognized $2.7 million of acquisition-related costs as general and administrative expense on our condensed consolidated statements of operations.
Per the terms of the merger agreement with VictorOps, certain unvested stock options held by VictorOps employees were canceled and exchanged for replacement stock options to purchase shares of our common stock under our 2012 Equity Incentive Plan. Additionally, certain shares of stock issued under share-based compensation awards held by key employees of VictorOps were canceled and exchanged for unregistered restricted shares of our common stock subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of VictorOps employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $7.6 million of these issued awards, which are subject to the recipients’ continued service with us and was excluded from the purchase price, will be recognized ratably as stock-based compensation expense over the required service period.
The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:
(In thousands, except useful life)
 
Fair Value
 
 Useful Life (months)
Developed technology
 
$
11,700

 
84
Customer relationships
 
9,400

 
60
Total intangible assets acquired
 
$
21,100

 
 


Phantom

On April 6, 2018, we acquired 100% of the voting equity interest of Phantom Cyber Corporation (“Phantom”), a privately-held Delaware corporation that develops solutions for security orchestration, automation and response. This acquisition has been accounted for as a business combination. The purchase price of $303.8 million, paid in cash of $291.5 million and $12.3 million in fair value of replacement equity awards attributable to pre-acquisition service, was preliminarily allocated as follows: $44.1 million to identified intangible assets, $10.5 million to net assets acquired, $3.3 million to net deferred tax liability, with the excess $252.5 million of the purchase price over the fair value of net tangible and intangible assets acquired recorded as goodwill, allocated to our one operating segment. Goodwill is primarily attributable to the value expected from the synergies of the combination, including combined selling opportunities with our products. This goodwill is not deductible for income tax purposes. The results of operations of Phantom, which are not material, have been included in our condensed consolidated financial statements from the date of purchase. Additionally, we recognized $3.3 million of acquisition-related costs as general and administrative expense on our condensed consolidated statements of operations.


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Per the terms of the merger agreement with Phantom, certain shares of stock issued under share-based compensation awards held by key employees of Phantom were canceled and exchanged for replacement equity awards consisting of unregistered restricted shares of our common stock subject to vesting. The portion of the fair value of the replacement equity awards associated with pre-acquisition service of Phantom's key employees represented a component of the total purchase consideration, as discussed above. The remaining fair value of $62.2 million of these issued awards, which are subject to the recipients’ continued service with us and thus excluded from the purchase price, will be recognized ratably as stock-based compensation expense over the required service period.

The following table sets forth the components of identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition:
(In thousands, except useful life)
 
Fair Value
 
 Useful Life (months)
Developed technology
 
$
34,400

 
84
Customer relationships
 
9,700

 
60
Total intangible assets acquired
 
$
44,100

 
 


Goodwill

There were no impairments to goodwill during the three months ended April 30, 2019 or during prior periods.

Intangible Assets

Intangible assets subject to amortization realized from acquisitions as of April 30, 2019 are as follows:
(In thousands, except useful life)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Weighted-Average Remaining Useful Life
(months)
Developed technology
 
$
132,100

 
$
(63,518
)
 
$
68,582

 
51
Customer relationships
 
20,910

 
(5,478
)
 
15,432

 
49
Other acquired intangible assets
 
3,270

 
(2,787
)
 
483

 
6
Total intangible assets subject to amortization
 
$
156,280

 
$
(71,783
)
 
$
84,497

 
 


Intangible assets subject to amortization realized from acquisitions as of January 31, 2019 are as follows:
(In thousands, except useful life)
 
Gross Carrying Amount
 
Accumulated Amortization
 
Net Carrying Amount
 
Weighted-Average Remaining Useful Life
(months)
Developed technology
 
$
132,100

 
$
(57,596
)
 
$
74,504

 
52
Customer relationships
 
20,910

 
(4,523
)
 
16,387

 
52
Other acquired intangible assets
 
3,270

 
(2,539
)
 
731

 
9
Total intangible assets subject to amortization
 
$
156,280

 
$
(64,658
)
 
$
91,622

 
 


Amortization expense from acquired intangible assets was $7.1 million and $4.7 million for the three months ended April 30, 2019 and 2018, respectively.
    
The expected future amortization expense for acquired intangible assets as of April 30, 2019 is as follows:

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Fiscal Period (In thousands)
 
Expected Amortization Expense
Remaining fiscal 2020
 
$
20,817

Fiscal 2021
 
23,780

Fiscal 2022
 
13,701

Fiscal 2023
 
10,406

Fiscal 2024
 
7,692

Thereafter
 
8,101

Total amortization expense
 
$
84,497



(7)    Convertible Senior Notes

In September 2018, we issued $1.27 billion aggregate principal amount of 0.50% Convertible Senior Notes due 2023 (the “2023 Notes”), including the exercise in full by the initial purchasers of the 2023 Notes of their option to purchase an additional $165.0 million principal amount of 2023 Notes, and $862.5 million aggregate principal amount of 1.125% Convertible Senior Notes due 2025 (the “2025 Notes” and, together with the 2023 Notes, the “Notes”), including the exercise in full by the initial purchasers of the 2025 Notes of their option to purchase an additional $112.5 million principal amount of 2025 Notes. The Notes are general senior, unsecured obligations of Splunk. The total proceeds from the issuance of the Notes was $2.11 billion, net of initial purchaser discounts and issuance costs.

The 2023 Notes will mature on September 15, 2023, and the 2025 Notes will mature on September 15, 2025, in each case unless earlier redeemed, repurchased or converted. The 2023 Notes will bear interest from September 21, 2018 at a rate of 0.50% per year and the 2025 Notes will bear interest from September 21, 2018 at a rate of 1.125% per year, in each case payable semiannually in arrears on March 15 and September 15 of each year, beginning on March 15, 2019.

The initial conversion rate for each series of notes is 6.7433 shares of our common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $148.30 per share of our common stock, subject to adjustment upon the occurrence of specified events. The initial conversion price of each series of Notes represents a premium of approximately 27.5% to the $116.31 per share closing price of our common stock on September 18, 2018, which was the date the pricing of the Notes was determined. The Notes will be convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding June 15, 2023, in the case of the 2023 Notes, or June 15, 2025, in the case of the 2025 Notes, only under the following circumstances:

during any fiscal quarter commencing after the fiscal quarter ending on January 31, 2019 (and only during such fiscal quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price for the relevant series of Notes on each applicable trading day;

during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price (as defined in the indenture governing the relevant series of notes) per $1,000 principal amount of the relevant series of Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate for the relevant series of Notes on each such trading day;

if we call the relevant series of Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or

upon the occurrence of specified corporate events as set forth in the relevant indenture.

On or after June 15, 2023, in the case of the 2023 Notes, and on or after June 15, 2025, in the case of the 2025 Notes, until the close of business on the second scheduled trading day immediately preceding the relevant maturity date, holders of the relevant series of Notes may convert all or any portion of their Notes of such series, in multiples of $1,000 principal amount, at the option of the holder regardless of the foregoing circumstances.


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Upon conversion, we may satisfy our conversion obligation by paying and/or delivering, as the case may be, cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in the manner and subject to the terms and conditions provided in the relevant indenture. It is our current intent to settle the conversions of principal amount of the Notes in cash and the remaining conversion value, if any, in shares of common stock. If we undergo a fundamental change (as defined in each indenture), holders may require us to repurchase for cash all or any portion of their Notes of the relevant series at a fundamental change repurchase price equal to 100% of the principal amount of the relevant series of Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. In addition, following certain corporate events that occur prior to the relevant maturity date of a series of Notes or if we deliver a notice of redemption in respect of a series of Notes, we will, in certain circumstances, increase the conversion rate of the relevant series of Notes for a holder who elects to convert its Notes of the applicable series in connection with such corporate event or notice of redemption, as the case may be. During the three months ended April 30, 2019, the conditions allowing holders of the Notes to convert were not met. The Notes were therefore not convertible during the three months ended April 30, 2019 and were classified as long-term debt on our condensed consolidated balance sheets.

We may not redeem the 2023 Notes prior to September 20, 2021, and we may not redeem the 2025 Notes prior to September 20, 2022. We may redeem for cash all or any portion of the 2023 Notes, at our option, on or after September 20, 2021, and we may redeem for cash all or any portion of the 2025 Notes, at our option, on or after September 20, 2022, in each case if the last reported sale price of our common stock has been at least 130% of the conversion price for the relevant series of Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the relevant series of Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the relevant redemption date.

In accounting for the issuance of the Notes, we separated the Notes into liability and equity components. The carrying amounts of the liability components of the Notes were calculated by measuring the fair value of similar debt instruments that do not have an associated convertible feature. The carrying amounts of the equity components, representing the conversion option, were determined by deducting the fair value of the liability components from the par value of the respective Notes. This difference represents the debt discount that is amortized to interest expense over the respective terms of the Notes using the effective interest rate method. The carrying amounts of the equity components representing the conversion options were $266.9 million and $237.2 million for the 2023 Notes and 2025 Notes, respectively, and are recorded in additional paid-in capital and are not remeasured as long as they continue to meet the conditions for equity classification.

In accounting for the issuance costs related to the Notes, we allocated the total amount incurred to the liability and equity components of the Notes based on the proportion of the proceeds allocated to the debt and equity components. Issuance costs attributable to the liability component of the 2023 Notes and 2025 Notes were $10.4 million and $6.5 million, respectively. The issuance costs allocated to the liability component are amortized to interest expense over the contractual terms of the 2023 Notes and 2025 Notes at an effective interest rate of 5.65% and 6.22%, respectively. Issuance costs attributable to the equity component of the 2023 Notes and 2025 Notes were $2.8 million and $2.5 million, respectively, and are netted against the equity components representing the conversion option in additional paid-in capital.

The net carrying amount of the liability and equity components for each of the Notes as of April 30, 2019 was as follows:
(In thousands)
 
2023 Notes
 
2025 Notes
Liability component:
 
 
 
 
Principal amount
 
$
1,265,000

 
$
862,500

Unamortized discount
 
(238,264
)
 
(220,393
)
Unamortized issuance costs
 
(9,299
)
 
(6,065
)
Net carrying amount
 
$
1,017,437

 
$
636,042

 
 
 
 
 
Equity component, net of purchase discounts and issuance costs
 
$
264,129

 
$
234,712



The following table sets forth the interest expense related to the Notes:

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Three Months Ended
(In thousands)
 
April 30, 2019
2023 Notes:
 
 
Coupon interest expense
 
$
1,581

Amortization of debt discount (conversion option)
 
11,595

Amortization of debt issuance costs and purchase discounts
 
453

Total interest expense related to the 2023 Notes
 
$
13,629

 
 
 
2025 Notes:
 
 
Coupon interest expense
 
$
2,426

Amortization of debt discount (conversion option)
 
6,771

Amortization of debt issuance costs and purchase discounts
 
186

Total interest expense related to the 2025 Notes
 
$
9,383



As of April 30, 2019, the total estimated fair values of the 2023 Notes and the 2025 Notes were approximately $1.44 billion and $1.00 billion, respectively. The fair value was determined based on the closing trading price per $100 of the Notes as of the last day of trading for the period. The fair value of the Notes is primarily affected by the trading price of our common stock and market interest rates. The fair value of the Notes is considered a Level 2 measurement as they are not actively traded.

Capped Calls

In connection with the issuance of the Notes, including the initial purchasers’ exercise of the option to purchase additional Notes, we entered into privately negotiated capped call transactions with certain counterparties (the “Capped Calls”). The Capped Calls are expected to reduce potential dilution to our common stock upon conversion of the Notes and/or offset any cash payments that we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. The Capped Calls have an initial strike price of $148.30 per share, subject to certain adjustments, which corresponds to the conversion option strike price in the Notes. The Capped Calls have a cap price equal to $232.62 per share, subject to certain adjustments. The Capped Calls are subject to adjustment upon the occurrence of specified extraordinary events affecting us, including merger events, tender offers and announcement events. In addition, the Capped Calls are subject to certain specified additional disruption events that may give rise to a termination of the Capped Calls, including nationalization, insolvency or delisting, changes in law, failures to deliver, insolvency filings and hedging disruptions. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Notes. As these transactions meet certain accounting criteria, the Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The premium paid for the purchase of the Capped Calls in the amount of $274.3 million has been recorded as a reduction to additional paid-in capital and will not be remeasured.

(8)    Stock Compensation Plans
 
The following table summarizes the stock option, RSU and PSU award activity during the three months ended April 30, 2019

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Options Outstanding
 
RSUs and PSUs
Outstanding
 
 
Shares Available
for Grant
 
Shares
 
Weighted-
Average
Exercise
Price
Per Share
 
Weighted-
Average
Remaining
Contractual
Term
 
Aggregate
Intrinsic
Value (1)
 
Shares
 
 
 
 
 
 
 
 
(in years)
 
(in thousands)
 
 
Balances as of January 31, 2019
 
17,082,136

 
409,039

 
$
10.69

 
3.36
 
$
46,693

 
13,098,607

Additional shares authorized
 
7,458,364

 
 
 
 
 
 
 
 
 


Options exercised
 


 
(52,844
)
 
6.80

 

 


 


Options forfeited and expired
 
3,544

 
(3,544
)
 
20.68

 

 


 


RSUs and PSUs granted