0001353283-22-000011 | 10-K | XBRL Viewer

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020
Cash flows from operating activities
Net loss	$ (1,339,097)	$ (907,980)	$ (336,668)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation and amortization	99,145	93,666	67,661
Amortization of deferred commissions	144,850	142,095	104,353
Amortization of investment premiums (accretion of discounts), net	1,741	(667)	(9,553)
Loss on strategic investment	0	4,500	0
Amortization of debt discount and issuance costs	140,847	98,977	80,156
Gain on extinguishment of convertible senior notes	0	(6,952)	0
Repurchase of convertible senior notes attributable to the accreted interest related to debt discount	0	(22,149)	0
Loss on lease termination	47,124	0	0
Non-cash operating lease costs	9,191	25,410	1,198
Stock-based compensation	794,818	618,655	545,424
Disposal of property and equipment	785	1,045	1,974
Deferred income taxes	(579)	(3,590)	(6,120)
Changes in operating assets and liabilities, net of acquisitions
Accounts receivable, net	(87,491)	(153,724)	(679,891)
Prepaid expenses and other assets	(8,215)	(45,476)	(69,575)
Deferred commissions	(242,080)	(160,001)	(149,426)
Accounts payable	33,115	(9,082)	(5,441)
Accrued compensation	114,966	(3,805)	58,898
Accrued expenses and other liabilities	90,079	3,814	(10,392)
Deferred revenue	328,849	134,402	119,766
Net cash provided by (used in) operating activities	128,048	(190,862)	(287,636)
Cash flows from investing activities
Purchases of marketable securities	(388,741)	(87,135)	(1,086,317)
Maturities of marketable securities	178,124	995,878	1,080,812
Purchases of strategic investments	(23,750)	0	0
Acquisitions, net of cash acquired	(80,333)	(56,383)	(594,870)
Purchases of property and equipment	(10,671)	(37,107)	(101,119)
Capitalized software development costs	(9,361)	(14,602)	(2,589)
Other investment activities	980	(3,461)	(3,898)
Net cash provided by (used in) investing activities	(333,752)	797,190	(707,981)
Cash flows from financing activities
Proceeds from the exercise of stock options	2,430	3,473	3,543
Proceeds from employee stock purchase plan	79,938	79,949	60,383
Proceeds from the issuance of convertible senior notes, net of issuance costs	981,920	1,246,544	0
Purchase of capped calls	0	(137,379)	0
Partial repurchase of convertible senior notes	0	(668,929)	0
Repurchases of common stock	(1,000,000)	0	0
Taxes paid related to net share settlement of equity awards	(200,957)	(140,776)	(164,160)
Net cash provided by (used in) financing activities	(136,669)	382,882	(100,234)
Effect of exchange rate changes on cash and cash equivalents	0	3,201	(1,661)
Net increase (decrease) in cash and cash equivalents	(342,373)	992,411	(1,097,512)
Cash and cash equivalents at beginning of period	1,771,064	778,653	1,876,165
Cash and cash equivalents at end of period	1,428,691	1,771,064	778,653
Supplemental disclosures
Cash paid for income taxes	5,401	9,760	17,413
Cash paid for interest	24,900	29,654	15,761
Non-cash investing and financing activities
Increase in accrued purchases of property and equipment	4,273	4,148	1,329
Equity consideration for acquisitions	$ 939	$ 7,254	$ 364,275

Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations, Deferred Revenue - Deferred Revenue (Details) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Revenue from Contract with Customer [Abstract]
Recognition of deferred revenue from opening deferred balance	$ 943.2	$ 785.2

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020
Net loss	$ (1,339,097)	$ (907,980)	$ (336,668)
Other comprehensive income (loss):
Net unrealized gain (loss) on investments (net of tax)	(607)	(1,188)	1,114
Foreign currency translation adjustments	0	5,908	(3,920)
Total other comprehensive income (loss)	(607)	4,720	(2,806)
Comprehensive loss	$ (1,339,704)	$ (903,260)	$ (339,474)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

Convertible Senior Notes (Tables)

12 Months Ended

Jan. 31, 2022

Debt Disclosure [Abstract]

Convertible Senior Notes

The net carrying amount of the liability component of the 2023 Notes immediately prior to the repurchase was as follows:


	June 5, 2020
(In thousands)	2023 Notes Total		2023 Notes Partial Repurchase
Principal	$	1,265,000	$	488,339
Unamortized debt discount	(184,336)		(71,161)
Unamortized debt issuance costs	(7,194)		(2,777)
Net carrying amount	$	1,073,470	$	414,401

The net carrying amounts of the liability and equity components for each series of notes as of January 31, 2022 was as follows:


(In thousands)	2023 Notes (1)		2025 Notes		2026 Notes		2027 Notes
Liability component:
Principal amount	$	776,661	$	862,500	$	1,000,000	$	1,265,000
Unamortized discount	(58,269)		(135,436)		(265,608)		(278,251)
Unamortized issuance costs	(2,274)		(3,727)		(11,531)		(11,334)
Net carrying amount	$	716,118	$	723,337	$	722,861	$	975,415

Equity component, net of purchase discounts and issuance costs	$	264,129	$	234,712	$	287,671	$	342,062

_________________________

(1) Reflects the impact of the 2023 Notes Partial Repurchase on June 5, 2020, as discussed above.

Calculation of Gain on Extinguishment of Convertible Senior Notes

The 2023 Notes Partial Repurchase resulted in a gain on extinguishment of convertible senior notes, which is included in “Other income (expense), net” on our consolidated statements of operations, and was calculated as follows:


(In thousands)	2023 Notes Partial Repurchase
Net carrying amount of the liability component associated with the 2023 Notes Partial Repurchase	$	414,401
Less: Cash consideration allocated to the liability component	(407,449)
Gain from the 2023 Notes Partial Repurchase	$	6,952

Schedule of Interest Expense

The following table sets forth the interest expense related to each series of notes:


	Fiscal Year Ended January 31,
(In thousands)	2022		2021
2023 Notes:
Coupon interest expense	$	3,884	$	4,697
Amortization of debt discount (conversion option)	33,448		38,215
Amortization of debt issuance costs	1,304		1,492
Total interest expense related to the 2023 Notes	$	38,636	$	44,404

2025 Notes:
Coupon interest expense	$	9,704	$	9,704
Amortization of debt discount (conversion option)	32,417		30,615
Amortization of debt issuance costs	893		841
Total interest expense related to the 2025 Notes	$	43,014	$	41,160

2026 Notes:
Coupon interest expense	$	4,208	$	—
Amortization of debt discount (conversion option)	27,420		—
Amortization of debt issuance costs	1,192		—
Total interest expense related to the 2026 Notes	$	32,820	$	—

2027 Notes:
Coupon interest expense	$	14,232	$	9,290
Amortization of debt discount (conversion option)	42,445		26,724
Amortization of debt issuance costs	1,728		1,089
Total interest expense related to the 2027 Notes	$	58,405	$	37,103

Other Key Terms and Premiums Paid for Capped Calls

The following table sets forth other key terms and premiums paid for the Capped Calls related to each series of notes:


	Capped Calls Entered into in Connection with the Issuance of the 2023 and 2025 Notes		Capped Calls Entered into in Connection with the Issuance of the 2027 Notes
Initial strike price, subject to certain adjustments	$	148.30	$	255.34
Cap price, subject to certain adjustments	$	232.62	$	378.28
Total premium paid (in thousands)	$	274,275	$	137,379

- Definition

Tabular disclosure of the freestanding option contracts issued by an entity that are indexed to, and potentially settled in, an entity's own stock. Includes disclosure on the strike price and the number of shares to which the contract is indexed, the settlement date or dates of the contract, and the issuer's accounting for the contract. If the terms of the contract provide settlement alternatives, those settlement alternatives are disclosed, including who controls the settlement alternatives, and the maximum number of shares that could be required to be issued, to net share settle the contract, if applicable. If a contract does not have a fixed or determinable maximum number of shares that could be required to be issued, the fact that a potentially infinite number of shares that may be required to be issued to settle the contract is disclosed. Disclosure also includes the contract's current fair value for each settlement alternative and how changes in the price of the issuer's equity instruments affect those settlement amounts.

+ References + Details

Intangible Assets Amortization (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Gross Fair Value	$ 383,504	$ 367,079
Accumulated Amortization	(218,735)	(160,926)
Total amortization expense	164,769	206,153
Developed technology
Finite-Lived Intangible Assets [Line Items]
Gross Fair Value	283,400	273,349
Accumulated Amortization	(164,529)	(127,072)
Total amortization expense	$ 118,871	$ 146,277
Acquired intangible assets, remaining useful life	46 months	57 months
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Gross Fair Value	$ 92,710	$ 86,310
Accumulated Amortization	(47,701)	(28,778)
Total amortization expense	$ 45,009	$ 57,532
Acquired intangible assets, remaining useful life	29 months	41 months
Other acquired intangible assets
Finite-Lived Intangible Assets [Line Items]
Gross Fair Value	$ 7,394	$ 7,420
Accumulated Amortization	(6,505)	(5,076)
Total amortization expense	$ 889	$ 2,344
Acquired intangible assets, remaining useful life	8 months	19 months

Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Remaining Performance Obligation (Details 2)	Jan. 31, 2022
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-05-01
Disaggregation of Revenue [Line Items]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period	12 months

Income Taxes (Tables)

12 Months Ended

Jan. 31, 2022

Income Tax Disclosure [Abstract]

Schedule of components of income (loss) before income tax expense

Loss before income taxes consists of the following:


	Fiscal Year Ended January 31,
(In thousands)	2022		2021		2020
United States	$	(1,338,946)	$	(907,201)	$	(363,053)
International	18,163		6,153		31,402
Total	$	(1,320,783)	$	(901,048)	$	(331,651)

Schedule of components of income tax expense

Income tax provision consists of the following:


	Fiscal Year Ended January 31,
(In thousands)	2022		2021		2020
Current tax provision:
Federal	$	95	$	859	$	316
State	271		748		627
Foreign	18,527		8,915		10,194
Total current tax provision	18,893		10,522		11,137
Deferred tax benefit:
Federal	(305)		(1,306)		(2,124)
State	(481)		(698)		(2,213)
Foreign	207		(1,586)		(1,783)
Total deferred tax benefit	(579)		(3,590)		(6,120)
Total tax provision	$	18,314	$	6,932	$	5,017

Schedule of reconciliation of federal statutory income tax provision to effective income tax provision

The reconciliation of federal statutory income tax rate to our effective income tax rate is as follows:(1)


	Fiscal Year Ended January 31,
(In thousands)	2022		2021		2020
Expected benefit at U.S. federal statutory rate	$	(277,364)	$	(189,220)	$	(69,647)
State income taxes	(211)		50		(1,585)
Stock-based compensation	35,097		(31,284)		(18,017)
Research and development tax credits	(30,428)		(37,503)		(27,480)
Non-U.S. tax rate differential	15,613		5,805		4,345
Non-deductible expenses	4,231		2,064		4,874

Change in valuation allowance	271,662		259,208		114,335
Other	(286)		(2,188)		(1,808)
Total tax provision	$	18,314	$	6,932	$	5,017

_________________________

(1) Prior year amounts have been reclassified to conform to current year presentation.

Schedule of components of deferred tax assets and liabilities

Deferred tax assets and liabilities consist of the following:(1)


	Fiscal Year Ended January 31,
(In thousands)	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	730,071	$	694,261
Capitalized research & development costs	285,181		122,303
Tax credit carryforwards	264,968		220,019
Operating lease liabilities	57,459		87,610
Stock-based compensation	57,438		28,262
Accrued liabilities	45,617		26,816
Deferred revenue	22,142		23,666
Interest deduction carryforward	15,060		4,617
Other	5,645		5,350
Valuation allowance	(1,180,117)		(925,844)
Total deferred tax assets	303,464		287,060
Deferred tax liabilities:
Convertible senior notes	(152,205)		(110,439)
Deferred commissions	(61,919)		(44,214)
Operating lease right-of-use assets	(49,176)		(79,100)
Depreciation and amortization	(35,481)		(48,228)
Total deferred tax liabilities	(298,781)		(281,981)
Net deferred taxes	4,683		5,079
Recorded as:
Non-current deferred tax assets (2)	5,049		5,368
Non-current deferred tax liabilities (2)	(366)		(289)
Net deferred tax assets	$	4,683	$	5,079

_________________________

(1) Prior year amounts have been reclassified to conform to current year presentation.

(2) Non-current deferred tax assets and non-current deferred tax liabilities are included in “Other assets” and “Other liabilities, non-current”, respectively, on our consolidated balance sheets.

Schedule of unrecognized tax positions

Unrecognized tax benefit balances are presented below:


	Fiscal Year Ended January 31,
(In thousands)	2022		2021		2020
Balance at beginning of year	$	60,661	$	39,774	$	32,905
Increase related to prior year tax positions	2,720		2,969		—
Decrease related to prior year tax positions	(447)		(446)		—
Increase related to current year tax positions	19,179		18,364		6,869


Balance at end of year	$	82,113	$	60,661	$	39,774

Investments and Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020
Fair Value Disclosures [Abstract]
Strategic investment, impairment loss	$ 0	$ 4,500	$ 0

Revenues, Accounts Receivable, Deferred Revenue and Remaining Performance Obligations - Customer Concentration Risk (Details) - Customer concentration risk	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020
Revenues \| Channel Partner A
Concentration of Risk
Concentration risk, percentage	29.00%	28.00%	29.00%
Revenues \| Channel Partner B
Concentration of Risk
Concentration risk, percentage	14.00%	13.00%	19.00%
Accounts receivable \| Channel Partner A
Concentration of Risk
Concentration risk, percentage	30.00%	26.00%

Net Loss Per Share - Net Loss Per Share Conversion Shares (Details) shares in Millions		3 Months Ended
	Jan. 31, 2022 shares $ / shares	Jan. 31, 2022 $ / shares	Jul. 09, 2021 $ / shares	Jun. 05, 2020 $ / shares	Sep. 21, 2018 $ / shares
Potentially dilutive securities
Average market price of common stock (in dollars per share)		$ 126.21
Convertible Senior Notes
Potentially dilutive securities
Number of shares potentially converted \| shares	22.3
Convertible Senior Notes \| 2023 Notes
Potentially dilutive securities
Initial conversion price (in dollars per share)	$ 148.30	148.30			$ 148.30
Convertible Senior Notes \| 2025 Notes
Potentially dilutive securities
Initial conversion price (in dollars per share)	148.30	148.30			$ 148.30
Convertible Senior Notes \| 2026 Notes
Potentially dilutive securities
Initial conversion price (in dollars per share)	160.00	160.00	$ 160.00
Convertible Senior Notes \| 2027 Notes
Potentially dilutive securities
Initial conversion price (in dollars per share)	$ 255.34	$ 255.34		$ 255.34

Property and Equipment (Tables)

12 Months Ended

Jan. 31, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

The following table presents the estimated useful lives of our property and equipment:


Property and Equipment						Useful Life
Computer equipment and software						3 years
Furniture and fixtures						5 years
Leasehold improvements						Shorter of the useful life of the asset or the lease term

Property and equipment consisted of the following:


	January 31,
(In thousands)	2022		2021
Computer equipment and software	$	73,411	$	70,628
Furniture and fixtures	26,840		33,142
Leasehold and building improvements (1)	141,496		180,956
Capitalized software development costs (2)	36,695		23,795
Property and equipment, gross	278,442		308,521
Less: accumulated depreciation and amortization	(153,542)		(125,741)
Property and equipment, net	$	124,900	$	182,780

_________________________

(1) Includes costs related to assets not yet placed into service of $6.0 million and $25.4 million, as of January 31, 2022 and 2021, respectively.

(2) Includes costs related to projects still under development of $7.4 million and $16.7 million, as of January 31, 2022 and 2021, respectively.

Long-Lived Assets by Geographical Areas

The following table presents our long-lived assets, which consist of property and equipment, net of depreciation and amortization, and operating lease right-of-use assets by geographic region:


	January 31,
(In thousands)	2022		2021
United States	$	301,309	$	476,575
United Kingdom	41,483		50,460
International	11,306		12,041
Total long-lived assets	$	354,098	$	539,076

Investments and Fair Value Measurements - Contractual maturities (Details) - USD ($) $ in Thousands	Jan. 31, 2022	Jan. 31, 2021
Investments, Debt and Equity Securities and Fair Value Disclosures [Abstract]
Due within one year	$ 289,337
Due within one to two years	9,932
Total	$ 299,269	$ 87,847

Investments and Fair Value Measurements (Details) - USD ($) $ in Thousands	Jan. 31, 2022	Jan. 31, 2021
Estimate of Fair Value Measurement \| Recurring basis
Assets:
Money market funds	$ 1,056,296	$ 933,058
Assets
Cash and cash equivalents	1,059,296	933,058
Investments, current	286,337	87,847
Investments, non-current	9,932	0
Total	1,355,565	1,020,905
Estimate of Fair Value Measurement \| Level 1 \| Recurring basis
Assets:
Money market funds	1,056,296	933,058
Estimate of Fair Value Measurement \| Level 2 \| Recurring basis
Assets:
Money market funds	0	0
Estimate of Fair Value Measurement \| Level 3 \| Recurring basis
Assets:
Money market funds	0	0
U.S. government and agency securities, corporate bonds and commercial paper	299,269	87,847
U.S. Government and Agency Securities \| Estimate of Fair Value Measurement \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	8,024	75,068
U.S. Government and Agency Securities \| Estimate of Fair Value Measurement \| Level 1 \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	0	0
U.S. Government and Agency Securities \| Estimate of Fair Value Measurement \| Level 2 \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	8,024	75,068
U.S. Government and Agency Securities \| Estimate of Fair Value Measurement \| Level 3 \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	0	0
Corporate Bonds \| Estimate of Fair Value Measurement \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	131,015	12,779
Corporate Bonds \| Estimate of Fair Value Measurement \| Level 1 \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	0	0
Corporate Bonds \| Estimate of Fair Value Measurement \| Level 2 \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	131,015	12,779
Corporate Bonds \| Estimate of Fair Value Measurement \| Level 3 \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	0	0
Commercial Paper \| Estimate of Fair Value Measurement \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	160,230	0
Commercial Paper \| Estimate of Fair Value Measurement \| Level 1 \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	0	0
Commercial Paper \| Estimate of Fair Value Measurement \| Level 2 \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	160,230	0
Commercial Paper \| Estimate of Fair Value Measurement \| Level 3 \| Recurring basis
Assets:
U.S. government and agency securities, corporate bonds and commercial paper	$ 0	$ 0

Investments and Fair Value Measurements

12 Months Ended

Jan. 31, 2022

Investments, Debt and Equity Securities and Fair Value Disclosures [Abstract]

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 consolidated 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:


	January 31,
	2022								2021
(In thousands)	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets:
Money market funds	$	1,056,296	$	—	$	—	$	1,056,296	$	933,058	$	—	$	—	$	933,058
U.S. government and agency securities	—		8,024		—		8,024		—		75,068		—		75,068
Corporate bonds	—		131,015		—		131,015		—		12,779		—		12,779
Commercial paper	—		160,230		—		160,230		—		—		—		—

Reported as:
Assets:
Cash and cash equivalents							$	1,059,296							$	933,058
Investments, current							286,337								87,847
Investments, non-current							9,932								—
Total							$	1,355,565							$	1,020,905

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.

The following table presents our investments in available-for-sale debt securities as of January 31, 2022:


(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value
Cash and cash equivalents:

Commercial paper	$	3,000	$	—	$	—	$	3,000
Investments, current:

Corporate bonds	131,253		2		(240)		131,015
Commercial paper	155,469		—		(147)		155,322
Investments, non-current:
U.S. government and agency securities	8,036		—		(12)		8,024

Commercial paper	1,914		—		(6)		1,908
Total available-for-sale investments	$	299,672	$	2	$	(405)	$	299,269

The following table presents our investments in available-for-sale debt securities as of January 31, 2021:


(In thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Fair Value


Investments, current:
U.S. government and agency securities	$	75,032	$	36	$	—	$	75,068
Corporate bonds	12,765		14		—		12,779




Total available-for-sale investments	$	87,797	$	50	$	—	$	87,847

The following table presents the fair values and unrealized losses related to our investments in available-for-sale debt securities classified by length of time that the securities have been in a continuous unrealized loss position as of January 31, 2022:


	Less than 12 Months				12 Months or Greater				Total
(In thousands)	Fair Value		Unrealized Losses		Fair Value		Unrealized Losses		Fair Value		Unrealized Losses

U.S. government and agency securities	$	8,024	$	(12)	$	—	$	—	$	8,024	$	(12)
Corporate bonds	130,007		(240)		—		—		130,007		(240)
Commercial paper	145,231		(153)		—		—		145,231		(153)
Total	$	283,262	$	(405)	$	—	$	—	$	283,262	$	(405)

As of January 31, 2021, we did not have any investments in available-for-sale debt securities in an unrealized loss position.

The contractual maturities of our investments as of January 31, 2022 are as follows (in thousands):


Due within one year	$	289,337
Due within one to two years	9,932
Total	$	299,269

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 non-current 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 included in “Investments, non-current” on our consolidated balance sheets. The following table provides a summary of our equity investments:


	January 31,
(In thousands)	2022		2021
Equity investments without readily determinable fair values	$	33,744	$	10,244
Equity investments under the equity method of accounting	2,755		3,484
Total	$	36,499	$	13,728

During fiscal 2022, no equity investments were impaired. During fiscal 2021, we determined that one of our equity investments was impaired and recognized an impairment charge of $4.5 million in “Other income (expense), net” in our consolidated statements of operations.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Acquisitions, Goodwill and Intangible Assets (Details Textual) - USD ($) $ in Thousands						12 Months Ended
	May 28, 2021	Nov. 05, 2020	Nov. 01, 2019	Oct. 01, 2019	Sep. 13, 2019	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020
Business Acquisition [Line Items]
Goodwill						$ 1,401,628	$ 1,334,888	$ 1,292,840
Fair value of replacement equity awards attributable to pre-acquisition service						939	$ 2,313	19,703
Common stock, shares issued							163,147,139
Total unrecognized compensation cost						1,383,552
Amortization of intangible assets						$ 57,800	$ 57,700	$ 38,500
TruSTAR
Business Acquisition [Line Items]
Percentage of voting interests acquired	100.00%
Purchase price	$ 82,100
Purchase price paid in cash	81,200
Acquired fair value of finite-lived intangible assets	16,500
Goodwill	66,700
Net assets (liabilities) acquired	$ 1,100
Rigor
Business Acquisition [Line Items]
Percentage of voting interests acquired		100.00%
Purchase price		$ 37,600
Purchase price paid in cash		37,600
Acquired fair value of finite-lived intangible assets		15,400
Goodwill		23,100
Net assets (liabilities) acquired		900
Net deferred tax liabilities assumed		$ 1,800
Plumbr And Flowmill
Business Acquisition [Line Items]
Percentage of voting interests acquired							100.00%
Purchase price							$ 31,600
Purchase price paid in cash							24,400
Goodwill							19,000
Net assets (liabilities) acquired							2,900
Net deferred tax liabilities assumed							500
Fair value of replacement equity awards attributable to pre-acquisition service							4,900
Fair value of replacement equity awards attributable to pre-acquisition service							$ 2,300
Acquired intangible assets, remaining useful life							3 years
Plumbr And Flowmill \| Developed technology
Business Acquisition [Line Items]
Acquired fair value of finite-lived intangible assets							$ 10,200
SignalFx
Business Acquisition [Line Items]
Percentage of voting interests acquired				100.00%
Purchase price				$ 961,400
Purchase price paid in cash				619,100
Acquired fair value of finite-lived intangible assets				173,700
Goodwill				728,900
Net assets (liabilities) acquired				62,100
Net deferred tax liabilities assumed				3,300
Fair value of replacement equity awards attributable to pre-acquisition service				324,500
Fair value of replacement equity awards attributable to pre-acquisition service				$ 17,800
Common stock, shares issued				2,771,482
Total unrecognized compensation cost				$ 104,700
Omnition
Business Acquisition [Line Items]
Percentage of voting interests acquired					100.00%
Purchase price					$ 52,500
Purchase price paid in cash					31,600
Acquired fair value of finite-lived intangible assets					8,000
Goodwill					44,500
Fair value of replacement equity awards attributable to pre-acquisition service					20,200
Fair value of replacement equity awards attributable to pre-acquisition service					$ 700
Common stock, shares issued					176,989
Streamlio
Business Acquisition [Line Items]
Percentage of voting interests acquired			100.00%
Purchase price			$ 19,800
Purchase price paid in cash			18,700
Acquired fair value of finite-lived intangible assets			3,600
Goodwill			16,100
Net assets (liabilities) acquired			100
Fair value of replacement equity awards attributable to pre-acquisition service			$ 1,100

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020
Stock-based compensation expense	$ 794,818	$ 618,655	$ 545,424
Cost of revenues
Stock-based compensation expense	79,968	56,437	44,399
Research and development
Stock-based compensation expense	327,065	271,120	185,262
Sales and marketing
Stock-based compensation expense	246,447	198,346	216,276
General and administrative
Stock-based compensation expense	$ 141,338	$ 92,752	$ 99,487

Description of the Business and Significant Accounting Policies (Details 4) - USD ($) $ in Millions	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020
Commissions
Deferred commissions, period of recognition	5 years
Commission expense	$ 177.7	$ 223.6	$ 208.9
Advertising Expense
Advertising expense	$ 25.5	$ 36.8	$ 30.1

Convertible Senior Notes - Schedule of Interest Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020
Debt Instrument [Line Items]
Amortization of debt discount and issuance costs	$ 140,847	$ 98,977	$ 80,156
Convertible Senior Notes \| 2023 Notes
Debt Instrument [Line Items]
Coupon interest expense	3,884	4,697
Amortization of debt discount (conversion option)	33,448	38,215
Amortization of debt discount and issuance costs	1,304	1,492
Total interest expense	38,636	44,404
Convertible Senior Notes \| 2025 Notes
Debt Instrument [Line Items]
Coupon interest expense	9,704	9,704
Amortization of debt discount (conversion option)	32,417	30,615
Amortization of debt discount and issuance costs	893	841
Total interest expense	43,014	41,160
Convertible Senior Notes \| 2026 Notes
Debt Instrument [Line Items]
Coupon interest expense	4,208	0
Amortization of debt discount (conversion option)	27,420	0
Amortization of debt discount and issuance costs	1,192	0
Total interest expense	32,820	0
Convertible Senior Notes \| 2027 Notes
Debt Instrument [Line Items]
Coupon interest expense	14,232	9,290
Amortization of debt discount (conversion option)	42,445	26,724
Amortization of debt discount and issuance costs	1,728	1,089
Total interest expense	$ 58,405	$ 37,103

Stock Compensation Plans (Tables)

12 Months Ended

Jan. 31, 2022

Share-based Payment Arrangement [Abstract]

Schedule of Stock Option and RSU Award Activity

The following table summarizes the stock option, restricted stock unit (“RSU”) and performance unit (“PSU”) activity under our equity plans during the fiscal year ended January 31, 2022:


		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, 2021	24,923,677	418,743	$	11.37	5.85	$	64,342	11,236,903

Options granted (2)	(41,772)	41,772	16.83
Options exercised		(217,982)	11.41
Options forfeited and expired	29,510	(29,510)	11.79
RSUs and PSUs granted	(7,838,416)							7,838,416
RSUs and PSUs vested								(4,325,009)

Shares withheld related to net share settlement of RSUs and PSUs	1,607,813
RSUs and PSUs forfeited and canceled	3,063,530							(3,063,530)
Balances as of January 31, 2022	21,744,342	213,023	$	12.35	5.82	$	23,767	11,686,780
Vested and expected to vest		210,397	$	12.35	5.81	$	23,475	11,028,943
Exercisable as of January 31, 2022		123,530	$	12.11	5.14	$	13,812

_________________________

(1) The intrinsic value is calculated as the difference between the exercise price of the underlying stock option award and the closing market price of our common stock as of January 31, 2022.

(2) All options granted during fiscal 2022 were equity awards assumed in connection with the TruSTAR acquisition.

Schedule of Unrecognized Compensation Costs

The following table presents unrecognized compensation cost related to stock options, RSUs, PSUs and restricted stock awards (“RSA”) as of January 31, 2022:


	Unrecognized Compensation Cost (in thousands)		Weighted-Average Remaining Contractual Term (in years)
Stock options	$	8,460	1.2
RSUs	1,294,097		2.3
PSUs	54,517		0.9
RSAs	26,478		1.4
Total unrecognized compensation cost	$	1,383,552

Schedule of RSA Activity

The following table summarizes our RSA activity during the fiscal year ended January 31, 2022:


						Shares
Outstanding as of January 31, 2021						485,683
RSAs issued in connection with acquisition						10,932
RSAs vested						(249,069)
RSAs forfeited and canceled						(1,440)
Outstanding as of January 31, 2022						246,106

Schedule of allocation of stock-based compensation expense related to stock-based awards and employee stock purchases

Stock-based compensation expense related to our stock-based awards and ESPP was allocated as follows:


	Fiscal Year Ended January 31,
(In thousands)	2022		2021		2020
Cost of revenues	$	79,968	$	56,437	$	44,399
Research and development	327,065		271,120		185,262
Sales and marketing	246,447		198,346		216,276
General and administrative	141,338		92,752		99,487
Total stock-based compensation expense	$	794,818	$	618,655	$	545,424

Schedule of assumptions used to determine fair value of PSUs

The following table summarizes the assumptions used in the Monte Carlo simulation model to determine the fair value of PSUs granted during the fiscal years ended January 31, 2022, 2021 and 2020:


	Fiscal Year Ended January 31,
	2022	2021	2020
Expected volatility (1)	46.0 - 47.5%	42.8 - 43.9%	37.9 - 40.2%
Risk-free rate	0.3 - 0.4%	0.2 - 0.6%	2.3	%
Dividend yield	—	—	—
Expected term (in years)	2.7 - 3.0	3.4 - 4.0	4.0

_________________________

(1) Equal weighting of Splunk historical and implied volatility.

The following table summarizes the assumptions used in the Black-Scholes method to determine the fair value of options granted during the fiscal years ended January 31, 2022, 2021 and 2020:


	Fiscal Year Ended January 31,
	2022	2021	2020
Expected volatility	43.1 - 45.7%	43.8 - 44.1%	38.5 - 42.8%
Risk-free rate	0.3 - 1.0%	0.4 - 0.5%	1.5 - 1.8%
Dividend yield	—	—	—
Expected term (in years)	3.2 - 5.7	4.7 - 5.5	3.0 - 6.4

Schedule of assumptions used to estimate the fair value of the ESPP

The following table summarizes the assumptions used in the Black-Scholes option-pricing model to determine the fair value of our common shares under the ESPP:


	Fiscal Year Ended January 31,
	2022	2021	2020
Expected volatility	40.6 - 47.4%	53.2 - 70.2%	37.4 - 46.6%
Risk-free rate	0.1 - 0.3%	0.1 - 0.2%	1.6 - 2.0%
Dividend yield	—	—	—
Expected term (in years)	0.5 - 1.0	0.5 - 1.0	0.5 - 1.0

Leases (Tables)

12 Months Ended

Jan. 31, 2022

Leases [Abstract]

Lease, cost

As of January 31, 2022, the weighted-average remaining lease term and discount rate related to our operating lease right-of-use assets and related lease liabilities were as follows:


	January 31,
	2022		2021
Weighted-average remaining lease term (in years)	7.7		8.4
Weighted-average discount rate	6.0	%	6.0	%

Supplemental Disclosures


	Fiscal Year Ended January 31,
(In thousands)	2022		2021
Cash paid for operating lease liabilities	$	53,910	$	58,018
Operating lease liabilities arising from obtaining right-of-use assets	26,392		148,721

Maturity of lease liabilities

As of January 31, 2022, the maturity of lease liabilities under our non-cancelable operating leases were as follows:


Fiscal Period (In thousands)	Future Payments
Fiscal 2023	$	53,389
Fiscal 2024	45,281
Fiscal 2025	36,724
Fiscal 2026	37,550
Fiscal 2027	38,483
Thereafter	131,004
Total lease payments	342,431
Less imputed interest	(72,839)
Total current and non-current operating lease liabilities (1)	$	269,592

_________________________

(1) The current portion of our operating lease liabilities is included in “Accrued expenses and other liabilities” on our consolidated balance sheets.

Leases - Supplemental Disclosure (Details) - USD ($) $ in Thousands	12 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Leases [Abstract]
Cash paid for operating lease liabilities	$ 53,910	$ 58,018
Operating lease liabilities arising from obtaining right-of-use assets	$ 26,392	$ 148,721

Investments and Fair Value Measurements - Securities in Unrealized Loss Position (Details) $ in Thousands	Jan. 31, 2022 USD ($)
Fair Value
Less than 12 Months	$ 283,262
12 Months or Greater	0
Total	283,262
Unrealized Losses
Less than 12 Months	(405)
12 Months or Greater	0
Total	(405)
U.S. Government and Agency Securities
Fair Value
Less than 12 Months	8,024
12 Months or Greater	0
Total	8,024
Unrealized Losses
Less than 12 Months	(12)
12 Months or Greater	0
Total	(12)
Corporate Bonds
Fair Value
Less than 12 Months	130,007
12 Months or Greater	0
Total	130,007
Unrealized Losses
Less than 12 Months	(240)
12 Months or Greater	0
Total	(240)
Commercial Paper
Fair Value
Less than 12 Months	145,231
12 Months or Greater	0
Total	145,231
Unrealized Losses
Less than 12 Months	(153)
12 Months or Greater	0
Total	$ (153)

Net Loss Per Share

12 Months Ended

Jan. 31, 2022

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss Per ShareBasic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period, less the weighted-average unvested common stock subject to repurchase or forfeiture. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including convertible senior notes, stock options, RSUs, PSUs and RSAs to the extent dilutive.

The following table sets forth the computation of historical basic and diluted net loss per share:


	Fiscal Year Ended January 31,
(In thousands, except per share amounts)	2022		2021		2020
Numerator:
Net loss	$	(1,339,097)	$	(907,980)	$	(336,668)
Denominator:
Weighted-average common shares outstanding	161,966		160,397		152,653
Less: Weighted-average unvested common shares subject to repurchase or forfeiture	(338)		(653)		(704)
Weighted-average shares used to compute net loss per share, basic and diluted	161,628		159,744		151,949

Net loss per share, basic and diluted	$	(8.29)	$	(5.68)	$	(2.22)

Since we were in a net loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods as the inclusion of all potentially dilutive securities outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows:


	Fiscal Year Ended January 31,
(In thousands)	2022	2021	2020
Shares subject to outstanding common stock options	213	419	824
Shares subject to outstanding RSUs, PSUs and RSAs	11,933	11,723	13,999
Employee stock purchase plan	1,709	641	548
Shares underlying the conversion spread in the convertible senior notes	—	1,871	—
Total	13,855	14,654	15,371

As of January 31, 2022, the aggregate outstanding principal amount under the Notes is potentially convertible into 22.3 million shares of our common stock. Since we expect to settle the principal amount of our convertible senior notes in cash, we use the treasury stock method for calculating any potential dilutive effect on diluted net income per share, if applicable. As a result, only the amount by which the conversion value exceeds the aggregate principal amount of the Notes (the “conversion spread”) is considered in the diluted earnings per share calculation. The conversion spread has a potentially dilutive effect on diluted net income per share when the average market price of our common stock for a given period exceeds the initial conversion price of $148.30 per share for the 2023 Notes and the 2025 Notes, $160.00 per share for the 2026 Notes, and $255.34 per share for the 2027 Notes.

During the three months ended January 31, 2022, the average market price of our common stock was $126.21, which did not exceed the initial conversion price of the 2023 Notes, the 2025 Notes, the 2026 Notes or the 2027 Notes. Accordingly, we excluded the potentially dilutive effect of the conversion spread for the Notes.

In connection with the issuance of the 2023 Notes, 2025 Notes, and 2027 Notes, we entered into Capped Calls, which were not included for purposes of calculating the number of diluted shares outstanding, as their effect would have been anti-dilutive.

Stock Compensation Plans (Details 2) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Oct. 31, 2021	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2020	Jun. 30, 2021
Stock Compensation Plans
Share-based payment arrangement, compensation costs capitalized		$ 3,500	$ 8,000
Share-based payment arrangement, expense, tax benefit		$ 5,900	$ 4,000	$ 3,900
Shares
Options granted (in shares)		41,772
Options forfeited and expired (in shares)		(29,510)
Number of Shares
Restricted stock granted (in shares)		7,838,416
Restricted stock forfeited and canceled (in shares)		(3,063,530)
Unrecognized compensation cost
Total unrecognized compensation cost		$ 1,383,552
Additional disclosures
Reversal of stock based compensation previously recognized		$ 10,800
Stock repurchase program, authorized amount					$ 1,000,000
Treasury stock acquired (in shares)	6,900,000
Aggregate purchase price of treasury stock acquired	$ 1,000,000
Treasury stock acquired, average cost per share (in dollars per share)	$ 145.23
Employee Stock Purchase Plan
Number of shares available for issuance		21,744,342	24,923,677
Options
Shares
Outstanding at the beginning of the period (in shares)	418,743	418,743
Options granted (in shares)		41,772
Options exercised (in shares)		(217,982)
Options forfeited and expired (in shares)		(29,510)
Outstanding at the end of the period (in shares)		213,023	418,743
Vested and expected to vest at the end of the period (in shares)		210,397
Exercisable at the end of the period (in shares)		123,530
Weighted-Average Exercise Price Per Share
Balances at the beginning of the period (in dollars per share)	$ 11.37	$ 11.37
Options granted (in dollars per share)		16.83
Options exercised (in dollars per share)		11.41
Options forfeited and expired (in dollars per share)		11.79
Balances at the end of the period (in dollars per share)		12.35	$ 11.37
Vested and expected to vest at the end of the period (in dollars per share)		12.35
Exercisable at the end of the period (in dollars per share)		$ 12.11
Weighted-Average Remaining Contractual Term
Weighted- Average Remaining Contractual Term		5 years 9 months 25 days	5 years 10 months 6 days
Vested and expected to vest at the end of the period		5 years 9 months 21 days
Vested and exercisable at the end of the period		5 years 1 month 20 days
Aggregate Intrinsic Value
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	$ 64,342	$ 64,342
Outstanding at the end of the period (in dollars)		23,767	$ 64,342
Vested and expected to vest at the end of the period (in dollars)		23,475
Vested and exercisable at the end of the period (in dollars)		13,812
Unrecognized compensation cost
Total unrecognized compensation cost related to stock options		$ 8,460
Weighted-average period over which unrecognized compensation cost is expected to be recognized		1 year 2 months 12 days
Additional disclosures
Aggregate intrinsic value of options exercised (in dollars)		$ 26,300	$ 52,600	$ 43,700
Weighted-average grant date fair value of options granted (in dollars per share)		$ 105.32	$ 134.26	$ 106.85
Options and RSUs
Stock Compensation Plans
Vesting period		4 years
RSUs
Number of Shares
Balances at the beginning of the period (in shares)	11,236,903	11,236,903
Restricted stock granted (in shares)		7,838,416
Restricted stock vested (in shares)		(4,325,009)
Restricted stock forfeited and canceled (in shares)		(3,063,530)
Balances at the end of the period (in shares)		11,686,780	11,236,903
Restricted stock vested and expected to vest at the end of the period (in shares)		11,028,943
Unrecognized compensation cost
Total unrecognized compensation cost related to other awards		$ 1,294,097
Weighted-average period over which unrecognized compensation cost is expected to be recognized		2 years 3 months 18 days
Additional disclosures
Replacement equity awards		$ 511,300	$ 771,300	$ 629,900
Weighted-average grant date fair value of awards granted (in dollars per share)		$ 145.11	$ 161.64	$ 135.39
PSUs
Stock Compensation Plans
Vesting period		4 years
Number of Shares
Restricted stock granted (in shares)		516,686
Performance period		1 year
Unrecognized compensation cost
Total unrecognized compensation cost related to other awards		$ 54,517
Weighted-average period over which unrecognized compensation cost is expected to be recognized		10 months 24 days
Additional disclosures
Weighted-average grant date fair value of awards granted (in dollars per share)		$ 155.53	$ 197.55	166.57
RSAs
Number of Shares
Balances at the beginning of the period (in shares)	485,683	485,683
Restricted stock granted (in shares)		10,932
Restricted stock vested (in shares)		(249,069)
Restricted stock forfeited and canceled (in shares)		(1,440)
Balances at the end of the period (in shares)		246,106	485,683
Unrecognized compensation cost
Total unrecognized compensation cost related to other awards		$ 26,478
Weighted-average period over which unrecognized compensation cost is expected to be recognized		1 year 4 months 24 days
Additional disclosures
Weighted-average grant date fair value of awards granted (in dollars per share)		$ 121.20	$ 175.98	$ 115.53
ESPP
Stock Compensation Plans
Percentage of outstanding shares available for issuance		2.00%
Employee Stock Purchase Plan
Maximum percentage of eligible compensation that can be used to purchase shares of common stock		15.00%
Purchase price of shares as a percentage of fair value of common stock		85.00%
Offering period		12 months
Number of shares available for issuance		4,000,000
Minimum \| PSUs
Number of Shares
Award vesting rights		0.00%
Maximum \| Options
Stock Compensation Plans
Terms of options		10 years
Voting power of all classes or outstanding stock (as a percent)		10.00%
Term of an incentive stock option of participant who owns more than 10% of the voting power		5 years
Maximum \| PSUs
Number of Shares
Award vesting rights		200.00%
Additional award vesting rights		50.00%
2003 Plan
Stock Compensation Plans
Future grants		0
2012 Plan
Stock Compensation Plans
Automatic increase to shares available for grant, minimum criteria option 1		10,000,000
Percentage of outstanding shares available for issuance		5.00%